`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 September 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 November 14, 2002
         -----                               ---------------------------------

Common Stock, no par value                                    643,053

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





                                   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

         ITEM 4. Conditions and Procedures                                   15

PART II.  OTHER INFORMATION

         ITEM 6. Exhibits and Reports on Form 8-K                            16

         Signatures                                                          17

         Certifications                                                   18-19

         Exhibits                                                         20-21




                  Part I - Financial Information

Item 1. Financial Statements

Citizens First Corporation
Consolidated Condensed Balance Sheets
                                                                          (Unaudited)
                                                                           September 30, 2002         December 31, 2001
                                                                           ------------------         -----------------
Assets
 Cash and due from banks                                                           $3,364,753                $3,926,769
 Federal funds sold                                                                         -                 2,600,000
                                                                  ----------------------------  ------------------------
     Cash and cash equivalents                                                      3,364,753                 6,526,769

Securities available for sale (amortized cost of $13,068,493 as
of SEPTEMBER 30, 2002; $10,035,262 AS OF DECEMBER 31, 2001)
                                                                                   13,238,425                10,200,866
Federal Home Loan Bank (FHLB) Stock                                                   302,900                   248,500
Mortgage loans held for sale                                                          415,000                 1,578,159

 Loans                                                                             91,367,416                84,720,349
 Less allowance for loan losses                                                     1,278,706                 1,195,924
                                                                  ----------------------------  ------------------------
    Net loans                                                                      90,088,710                83,524,425
 Premises and equipment, net                                                        1,685,311                 1,393,603
 Interest receivable                                                                  545,440                   522,415
 Other real estate owned                                                              241,463                   321,463
 Deferred income taxes                                                                332,223                   390,000
 Other assets                                                                         107,530                   113,516
                                                                  ----------------------------  ------------------------
    Total assets                                                                 $110,321,755              $104,819,716
                                                                  ============================  ========================
Liabilities and Stockholders' Equity
 Deposits:
   Demand deposits                                                                 $9,582,038                $8,550,249
   Savings, NOW and money market deposits                                          23,643,586                20,993,045
   Time deposits                                                                   54,954,706                58,347,534
                                                                  ----------------------------  ------------------------
     Total deposits                                                                88,180,330                87,890,828

 Federal Funds Purchased                                                            3,167,414                         -
 Securities sold under agreements to repurchase                                     3,364,383                 3,411,736
 Federal Home Loan Bank (FHLB) borrowings                                           6,000,000                 4,924,000
 Long-term debt                                                                       875,000                   875,000
 Deferred income taxes                                                                      -                    56,305
 Accrued interest and other liabilities                                             1,108,771                   595,471
                                                                  ----------------------------  ------------------------
    Total liabilities                                                             102,695,898                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)                                                        156,225                 (400,400)
   Accumulated other comprehensive income                                             112,155                   109,299
                                                                  ----------------------------  ------------------------
     Total stockholders' equity                                                     7,625,857                 7,066,376
                                                                  ----------------------------  ------------------------
       Total liabilities
       and stockholders' equity                                                 $110,321,755              $104,819,716
                                                                  ============================  ========================

 See accompanying notes to consolidated condensed  financial statements.







Citizens First Corporation
Consolidated Condensed Statements of Income
 (Unaudited)

 FOR THE THREE MONTHS ENDED SEPTEMBER 30:                                             2002             2001
                                                                                      -----            ----

 Interest income
   Loans, including fees                                                         $1,468,154       $1,520,135
   Federal funds sold                                                                 2,551            8,892
   Securities available for sale                                                    142,058          124,698
   Other                                                                              3,223            2,839
                                                                        -------------------------------------
   Total interest income                                                          1,615,986        1,656,564

 Interest expense
   Deposits                                                                         620,314          808,349
   Other short-term borrowings                                                       59,872           60,720
                                                                        -------------------------------------
   Total interest expense                                                           680,186          869,069
                                                                        -------------------------------------

 Net interest income                                                                935,800          787,495
   Provision for loan losses                                                         60,000           87,000
                                                                        -------------------------------------

 Net interest income after
   provision for loan losses                                                        875,800          700,495
                                                                        -------------------------------------
     Non-interest income
   Service charges on deposit accounts                                              159,086           73,444
   Income from the sale of loans                                                      9,973           12,104
   Gains on sales of securities available for sale, net                              41,084                -
   Other                                                                             13,283            9,895
                                                                        -------------------------------------
   Total non-interest income                                                        223,426           95,443

 Non-interest expenses
   Compensation and benefits                                                        371,119          343,960
   Net occupancy expense                                                             46,583           45,411
   Furniture and equipment expense                                                   58,119           68,391
   Professional fees                                                                 25,629           32,421
   Postage, printing and supplies                                                    19,492           13,656
   Bank franchise and license tax                                                    39,000           24,000
   Processing fees                                                                   56,986           50,044
   Advertising                                                                       34,298           27,230
   Other                                                                            117,761           91,068
                                                                        -------------------------------------
   Total non-interest expenses                                                      768,987          696,181
                                                                        -------------------------------------
 Income before income taxes                                                         330,239           99,757
 Income tax expense (benefit)                                                       112,500          (3,000)
                                                                        -------------------------------------
 Net income                                                                        $217,739         $102,757
                                                                        =====================================
 Diluted earnings per share                                                           $0.34            $0.16
 Basic earnings per share                                                             $0.34            $0.16
 See accompanying notes to consolidated condensed financial statements.







Citizens First Corporation
Consolidated Condensed Statements of Income
 (Unaudited)

 FOR THE NINE MONTHS ENDED SEPTEMBER 30:                                              2002             2001
                                                                                      -----            ----

 Interest income
   Loans, including fees                                                         $4,342,899       $4,433,775
   Federal funds sold                                                                17,586           29,633
   Securities available for sale                                                    421,730          367,622
   Other                                                                             10,168            9,142
                                                                        -------------------------------------
   Total interest income                                                          4,792,383        4,840,172

 Interest expense
   Deposits                                                                       1,905,618        2,515,902
   Other short-term borrowings                                                      204,177          175,203
                                                                        -------------------------------------
   Total interest expense                                                         2,109,795        2,691,105
                                                                        -------------------------------------
 Net interest income                                                              2,682,588        2,149,067
   Provision for loan losses                                                        160,000          399,000
                                                                        -------------------------------------
 Net interest income after
   provision for loan losses                                                      2,522,588        1,750,067
                                                                        -------------------------------------


 Non-interest income
   Service charges on deposit accounts                                              388,160          197,844
   Income from the sale of loans                                                     20,810           34,758
   Gains on sales of securities available for sale, net                             108,454                -
   Other                                                                             38,870           29,514
                                                                        -------------------------------------
   Total non-interest income                                                        556,294          262,116

 Non-interest expenses
   Compensation and benefits                                                      1,098,181        1,000,702
   Net occupancy expense                                                            134,949          133,042
   Furniture and equipment expense                                                  180,570          194,128
   Professional fees                                                                 69,972           82,556
   Postage, printing and supplies                                                    50,212           39,589
   Bank franchise and license tax                                                   117,808           54,588
   Processing fees                                                                  164,977          140,417
   Advertising                                                                      104,137           89,315
   Other                                                                            311,941          238,729
                                                                        -------------------------------------
   Total non-interest expenses                                                    2,232,747        1,973,066
                                                                        -------------------------------------
 Income (loss) before income taxes                                                 $846,135          $39,117
 Income tax expense (benefit)                                                       289,510          (9,000)
                                                                        -------------------------------------
 Net income (loss)                                                                 $556,625          $48,117
                                                                        =====================================

 Diluted earnings (loss) per share                                                    $0.87            $0.08
 Basic earnings (loss) per share                                                      $0.87            $0.08

 See accompanying notes to consolidated condensed financial statements.


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

 FOR THE NINE MONTHS ENDED SEPTEMBER 30:                                     2002                        2001
                                                                             ----                        ----

 Balance January 1                                                          $7,066,376                $6,672,226
   Net income                                                                  556,625                    48,117
   Other comprehensive income, net of tax                                        2,856                    78,358
                                                                   -------------------------  ---------------------------
 Balance at end of period                                                   $7,625,857                $6,798,701
                                                                   =========================  ===========================

 See accompanying notes to consolidated condensed financial statements.



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

 FOR THE NINE MONTHS ENDED SEPTEMBER 30:                                        2002                       2001
                                                                                ----                       ----

   Net income                                                                   $556,625                $48,117
   Other comprehensive income, net of tax:
   Unrealized appreciation on available for sale
   Securities, net of income taxes of $1,471 and
   $40,366, arising during the period, respectively                                2,856                 78,358


                                                                        ----------------------   --------------------------
   Comprehensive income                                                        $ 559,481               $126,475
                                                                        ======================   ==========================
 See accompanying notes to consolidated condensed financial statements.







 Citizens First Corporation
Consolidated Condensed Statements of Cash Flows
 (Unaudited)
 FOR THE NINE MONTHS ENDED SEPTEMBER 30:                                                   2002                     2001
                                                                                           ----                     ----

 Cash flows from operating activities:
 Net  income                                                                           $556,625                  $48,117
 Items not requiring (providing) cash:
   Provision for loan losses                                                            160,000                  399,000
   Amortization of premiums and discounts                                               195,232                  149,903
   Gain on sale of securities                                                         (108,454)                        -
   FHLB stock dividend received                                                         (8,600)                   (6,900)
Loss on sale of other real estate owned                                                       -                   10,002
   Accrued interest receivable                                                         (23,025)                 ( 17,019)
   Mortgage loans held for sale                                                       1,163,159                 (382,139)
   Prepaid expenses and other                                                            57,571                 (345,009)
   Accrued expenses and other liabilities                                               455,521                   46,804
                                                                       -------------------------      -------------------
   Net cash provided by operating  activities                                         2,448,329                  (97,241)

 Cash flows from investing activities:
 Proceeds from sales of securities available for sale                                 1,868,094                  100,000
 Proceeds from maturities of securities available for sale                            2,654,637               13,985,781
 Purchase of securities available for sale                                           (7,457,350)             (14,323,463)
 Net originations of loans                                                           (6,724,285)             (16,488,638)
Proceeds from the sale of other real estate owned                                             -                  161,998
 Purchases of premises and equipment                                                   (437,006)                (116,201)
                                                                       -------------------------      -------------------
   Net cash  used in investing activities                                           (10,095,910)             (16,680,523)
 Cash flows from financing activities:
 Net increase in deposits                                                              289,503                15,620,155
 Net decrease in other borrowings                                                     4,196,602                  600,000
 Net (decrease) in repurchase agreements                                                      -                  199,222
                                                                       -------------------------      -------------------
   Net cash provided by financing activities                                          4,486,104               16,419,377
                                                                       -------------------------      -------------------

 Net decrease in cash and cash equivalents                                           $3,162,016                  358,387
 Cash and cash equivalents at beginning of period                                     6,526,769                4,239,577
                                                                       -------------------------      -------------------
 Cash and cash equivalents at end of period                                          $3,364,753               $3,881,190
                                                                       =========================      ===================

 See accompanying notes to consolidated condensed financial statements.










         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   condensed  financial  statements  should  be  read  in  conjunction  with  the
         consolidated  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.  Those  adjustments  consist only of normal  recurring  adjustments.  The  condensed  consolidated
         balance  sheet of the Company as of December 31, 2001,  has been derived from the audited  consolidated  balance  sheet of the
         Company as of that date.

         (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.







         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  September  30, 2002,  the Company  reported net income of $217,739,  or $0.34 per diluted
         share,  compared to net income of $102,757,  or $0.16 per diluted  share,  for the same period ended  September 30, 2001.  Net
         income for the second quarter of 2002 includes a gain of $41,084 from the sale of investment  securities.  Excluding this gain
         of $41,084 from the sale of investment  securities and the related tax effect,  net income for the third quarter of 2002 would
         have been $190,624, or $0.30 per diluted share.

                  For the nine months ended  September  30,  2002,  the Company  reported net income of $556,625,  or $0.87 per diluted
         share,  compared to net income of $48,117,  or $0.08 per diluted  share,  for the same period ended  September  30,  2001,  an
         increase of $508,508.  Net income for the nine months of 2002 include gains of $67,370  during the second  quarter and $41,084
         during the third  quarter,  from the sale of  investment  securities.  Excluding  this gain of $108,454  gain from the sale of
         investment  securities and the related tax effect,  net income for the first nine months of 2002 would have been $485,046,  or
         $0.75 per diluted share.

         Net Interest Income
                  Net interest  income was $935,800 in the third quarter of 2002,  compared with $787,495 in the  comparable  period in
         2001.  Third  quarter  2002  interest  income of  $1,615,986,  a decrease of $(40,578) or (2.5)% over the same period in 2001,
         includes  $1,468,154 income on loans,  $142,058 income on investment  securities,  and $5,774 income on federal funds sold and
         other  interest-bearing  accounts.  Interest  income of $1,656,564  during the third  quarter of 2001  included  $1,520,135 of
         income  on  loans,  $124,698  income  on  investment  securities,   and  $11,731  income  on  federal  funds  sold  and  other
         interest-bearing  accounts.  Interest  expense of $680,186 for the third  quarter of 2002,  down $188,883 from the same period
         in 2001,  consists of interest on deposits of $620,314,  and on other  short-term  borrowings  of $59,872.  Third quarter 2001
         interest expense of $869,069  consisted of interest on deposits of $808,349,  and interest on other  short-term  borrowings of
         $60,720.  The  growth of the  balance  sheet,  particularly  loans and  deposits,  from the third  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 third 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 third 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  $2,682,588  for the nine months ended  September 30, 2002, an increase of $533,521 over the
         total of $2,149,067  for the same period of 2001.  Interest  income of  $4,792,383  for the first nine months of 2002 included
         $4,342,899  income on loans,  $421,730  income on investment  securities,  and $27,754  income on federal funds sold and other
         interest-bearing  deposits.  Total  interest  income of $4,840,172  for the first nine months of 2001  consisted of $4,433,775
         income  on  loans,  $367,622  income  on  investment  securities,   and  $38,775  income  on  federal  funds  sold  and  other
         interest-bearing  deposits.  Interest expense for the first nine months of 2002 totaled  $2,109,795,  and included  $1,905,618
         interest on  deposits,  and  $204,177  expense on other  short-term  borrowings.  The  comparable  period of 2001 had interest
         expense of $2,691,105, of which $2,515,902 was interest on deposits, and $175,203 was expense on other short-term borrowings.

         Non-Interest Income
                  Non-interest income for the three months ended September 30, 2002 and 2001,  respectively,  was $223,426 and $95,443,
         an increase of $127,983 or 134%.  Income from service charge on deposit accounts  increased  $85,642,  from $73,444 during the
         third  quarter of 2001 to  $159,086  for the third  quarter of 2002.  The  increase  is  primarily  attributable  to growth in
         accounts subject to service charges,  and to the recent  introduction of a new product that allows  pre-approved  customers to
         access additional funds, as needed,  for a fee.  Non-interest  income for the third quarter of 2002 includes a gain of $41,084
         from the sale of investment securities.  Excluding this securities  transaction,  non-interest income would have been $182,342
         for the third quarter of 2002.  Service  charges on deposit  accounts  comprised the largest part of  non-interest  income for
         both time periods, totaling $159,086 during the third quarter of 2002, and $73,444 for the same period of 2001.

                  Non-interest income for the nine months ended September 30, 2002 and 2001,  respectively,  was $556,294 and $262,116,
         an increase of $294,178 or  112%.Income  from service  charge on deposit  accounts  increased  $190,316  from $197,844 for the
         first nine months of 2001 to $388,160  for the first nine fonths of 2002.  The increase is  primarily  attributable  to growth
         in accounts subject to service charges,  and to the recent  introduction of a new product that allows  pre-approved  customers
         to access  additional  funds,  as  needed,  for a fee  Excluding  the  $108,454  gain from the sale of  investment  securities
         mentioned  previously,  non-interest income for the first nine months of 2002 would have been $447,840,  a gain of $185,724 or
         71% over the same period of 2001.  Service charges on deposit accounts  comprised the largest part of non-interest  income for
         both nine-month time periods, totaling $388,160 and $197,844 for 2002 and 2001, respectively.

         Non-Interest Expense
                  Non-interest  expense was $768,987 in the third  quarter of 2002,  up from  $696,181 in the same quarter of 2001,  an
         increase of $72,806 or 10.5%.  The largest  increase is in  compensation  and  benefits  expense,  up $27,159,  or 7.9%,  from
         $343,960 to $371,119.

                  For the nine months  ended  September  30, 2002 and 2001,  respectively,  non-interest  expense  was  $2,232,747  and
         $1,973,066,  an increase of $259,681 or 13.2%.  The largest  increase  for the nine months was in  compensation  and  benefits
         expense, which increased $97,479, or 9.7%, from $1,000,702 in 2001 to $1,098,181 in 2002.

         Income Taxes
                  Income tax  expense has been  calculated  based on the  Company's  expected  annual  rate for 2002.  During the third
         quarter of 2002,  income tax expense  totaled  $112,500,  compared to a credit of $3,000 for the same period of 2001.  For the
         nine months ended September 30, 2002,  income tax expense was $289,510,  compared to a credit of $9,000 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 September  30, 2002 were  $110,321,755,  up from  $104,819,716  at December  31,  2001,  and up from
         $90,705,493 a year ago.  Average total assets for the third quarter of 2002 were  $106,145,841,  up $16,840,596 from the third
         quarter of 2001 average of $89,305,245.

         Loans
                  At September 30, 2002 loans (excluding mortgage loans held for sale) totaled  $91,367,416,  compared with $84,720,349
         at December 31, 2001 and $77,269,701 a year ago.

         Asset Quality
                  The  allowance  for loan losses was  $1,278,706  at  September  30,  2002,  an increase of $82,782,  or 6.9% over the
         December 31, 2001 level of $1,195,924.  The allowance  represents 1.40% of period-end  loans,  compared to 1.41% of period-end
         loans at 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 $123,000 at September 30, 2002,  compared to $348,282 at December 31, 2001
         and $95,000 at September  30, 2001.  Included in the  non-performing  loan total at September  30, 2002 is one loan,  totaling
         $115,000,  secured by  residential  real estate,  that was placed on  non-accrual  status during the third quarter of 2002. 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 $364,463 at the end of the third  quarter of 2002,  comprised  of the above  mentioned
         non-performing  loans and foreclosed real estate of $241,463.  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  $60,000 for the three months ended  September 30, 2002, and $160,000
         for the nine months ended September 30, 2002.

         Securities Available for Sale
                  Securities (all  classified as available for sale) increased from  $10,200,866 at December 31, 2001 to $13,238,425 at
         September 30, 2002.  At September 30, 2001 securities totaled $7,428,755.

         Deposits and Borrowed Funds
                  Total deposits  averaged  $87,916,342  in the third quarter of 2002, an increase of  $17,384,145  from the comparable
         2001 quarterly  average of $70,532,197.  As of September 30, 2002, total deposits were $88,180,330,  and included  $78,598,292
         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 September 30, 2001 were  $78,136,267,  and included  interest
         bearing deposits of $71,638,432.
                  The Bank had  $3,364,383  of deposits  secured by  securities  sold under  agreements  to repurchase on September 30,
         2002. These  obligations,  which mature in one business day, are swept daily from customers'  demand deposit  accounts.  These
         balances averaged $5,119,542 during the third 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 September 30, 2002,  December 31,
         2001 and  September  30,  2001;  the  regulatory  minimum  capital  ratios;  and the  regulatory  minimum  capital  ratios for
         well-capitalized companies:



                                           September 30,            December 31,               September  30,
                                               2002                      2001                      2001
                                              -----                      ----                      ----

         Tier 1 risk based ...........        8.19%                      8.20%                     8.66%
              Regulatory minimum .....        4.00                       4.00                      4.00
              Well-capitalized minimum        6.00                       6.00                      6.00

         Total risk based ............        9.44%                      9.40%                     9.91%
              Regulatory minimum .....        8.00                       8.00                      8.00
              Well-capitalized minimum       10.00                      10.00                     10.00
         Leverage ....................        7.25%                      7.30%                     7.36%
              Regulatory minimum .....        4.00                       4.00                      4.00
              Well-capitalized minimum        5.00                       5.00                      5.00


                  Both risk based  capital  ratios have changed  little from  December 21, 2001 to September  30, 2002,  as the rate of
         growth of both total  equity and  risk-weighted  assets has been  comparable  since  December 31,  2001.  The  leverage  ratio
         decreased  from the end of  December  2001 to the end of  September  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 third 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 are possible 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 third  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 third 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.





ITEM 4. CONTROLS AND PROCEDURES


Within 90 days prior to the date of filing this quarterly report on Form 10-QSB, an evaluation was performed under the supervision
and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on and as of the time of such
evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's
disclosure controls and procedures were effective in timely alerting them to material information relating to the Company required to
be included in the Company's periodic filing with the Securities and Exchange Commission. There have been no significant changes in
the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the time of such
evaluation.









         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 September 30, 2002.








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:    November 14, 2002                  /s/ Mary D. Cohron
                                            ------------------

                                            President and Chief Executive Officer
                                               (Principal Executive Officer)



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







                                                             CERTIFICATION

I, Mary D. Cohron, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of Citizens First Corporation;

2.       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
         present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
         for, the periods presented in this quarterly report;

4.       The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)       designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
                  its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
                  in which this quarterly report is being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the
                  filing date of this quarterly report (the "Evaluation Date"); and

c)       presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's
         auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)       all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's
                  ability to record, process, summarize and report financial data and have identified for the registrant's auditors
                  any material weaknesses in internal controls; and

b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the
                  registrant's internal controls; and


6.       The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant
         changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

         Date: November 14, 2002


                             By:  /s/ Mary D. Cohron
                             --------------------------------------
                                    Mary D. Cohron
                            Chairman of the Board and Chief Executive Officer




                                                             CERTIFICATION

I, Bill D.Wright, certify that:

     1.  I have reviewed this quarterly report on Form 10-QSB of Citizens First Corporation;

2.       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly
         present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
         for, the periods presented in this quarterly report;

4.       The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)       designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
                  its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
                  in which this quarterly report is being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the
                  filing date of this quarterly report (the "Evaluation Date"); and

c)       presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's
         auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)       all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's
                  ability to record, process, summarize and report financial data and have identified for the registrant's auditors
                  any material weaknesses in internal controls; and

b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the
                  registrant's internal controls; and


6.       The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant
         changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

         Date: November 14, 2002


                             By:  /s/ Bill D. Wright
                             --------------------------------------
                                    Bill D.Wright
                           Executive Vice President and Chief Financial Officer






EXHIBITS

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





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
September 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 toss.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:  November 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
September 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 toss.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: November 14, 2002`