UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB


                   Quarterly Report Under Section 13 or 15(d)
                     of The Securities Exchange Act of 1934

                 For the quarterly period ended March 31,1999 
                          Commission File Number 67435


                           CITIZENS FIRST CORPORATION
        (Exact name of Small Business Issuer as specified in its charter)





                   Kentucky                              61-0912615
        (State or other jurisdiction of     (IRS 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: (502)393-0737


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  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:  May 17, 1999: 643,053 shares.

Transitional Small Disclosure Format (check one):   Yes__   No X


<PAGE>



                           CITIZENS FIRST CORPORATION

                                TABLE OF CONTENTS
                                                                      Page No.
PART I.  FINANCIAL INFORMATION

         ITEM 1. Financial Statements (Unaudited)                       4-8     

         ITEM 2. Management's Discussion and Analysis or               9-11
                  Plan of Operation                                   

PART II.  OTHER INFORMATION

         ITEM 1. Legal Proceedings                                       12

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

         ITEM 6. Exhibits and Reports on Form 8-K                        12




<PAGE>


                         Part I - Financial Information


Item 1. Financial Statements

Consolidated Balance Sheets
(Unaudited)
                                            March 31,    December 31,
                                              1999           1998
Assets
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 ....................       654,222       969,364
                                         -----------   -----------    
                                                       
Total liabilities ....................     4,875,649     1,964,364
Shareholders' equity:
Preferred stock, Authorized 500 shares;
issued and outstanding
0 and 0, respectively ................          --            --
Common stock, no par value
Authorized 1,000,000 shares;
issued and outstanding
643,053 and 106,386, respectively ....          --            --
Additional paid-in capital ...........     7,357,477        20,542
Retained earnings ....................       168,532      (126,933)
Accumulated other comprehensive income       411,765       831,433
                                          -----------  ----------- 
                                          
Total shareholders' equity ...........     7,937,774       725,042
                                          -----------  -----------
                                                       
Total liabilities
and shareholders' equity .............   $12,813,423   $ 2,689,406
                                         ===========   ===========
See accompanying notes to consolidated financial statements.



<PAGE>



Consolidated Statements of Income
(Unaudited)

For the three months ended March 31        1999       1998

Interest income
  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 .................         --       --
                                                  
Net income .........................     $295,464   $7,306
                                          =======  ======= 

Diluted earnings per share .........    $    0.83   $ 0.07
Basic earnings per share ...........    $    0.83   $ 0.07

See accompanying notes to consolidated financial statements.



<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 ..................................       295,464          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 ......................   $ 7,937,774    $ 1,084,628
                                                  ===========    ===========
See accompanying notes to consolidated financial statements.

 Consolidated Statements of Comprehensive Income
 (Unaudited)

 For the three months ended March 31                  1999          1998


Net income .....................................   $ 295,464    $   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 adjustment for gains
  on securities included in net income .........    (490,845)         --
                                                   ---------    ---------
Total other comprehensive income (loss)
  Net of tax ...................................        --        189,736
                                                   ---------    ---------
Comprehensive income (loss).....................  $ (124,203)   $ 197,042
                                                   =========    =========
See accompanying notes to consolidated financial statements.
<PAGE>

Consolidated Statements of Cash Flows
(Unaudited)
For the three months ended March 31                   1999           1998

Cash flows from operating activities:
Net income ..................................   $    295,464    $   7,306
Adjustments to reconcile net income to cash
provided by operating activities:
Provision for loan losses ...................         25,000         --
Gain on sales of securities available for sale      (743,706)        --
Depreciation and amortization of fixed assets         22,732         --
Increase in accrued interest receivable .....        (10,250)        --
Increase in other assets ....................        (68,438)        --
Increase in accrued interest payable ........          5,439         --
Decrease in other liabilities ......                (104,774)      (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
                                                   =========    =========    
                                                               

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.


<PAGE>



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

         General

                  Citizens First  Corporation  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.  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  $295,464  for the three
         months  ended March 31,  1999.  This  includes  the gain on the sale of
         marketable securities of $743,706. Excluding the gain, the net loss 
         from operations 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 $0.83 and $0.07 
         respectively. Excluding the gain on sale of securities, 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 $31,939 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 reduced 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
                 Expected income tax expense was offset by a reduction of the
         valuation allowance of the deferred tax asset.  The Company has a net
         operating loss carryforward from 1998.  A valuation allowance was
         established against this deferred tax asset as management does not
         believe it is more likely than not the Company will realize the benefit
         of this asset based on the projections of future taxable income.  


         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 84% of total deposits.


         Capital Resources and Liquidity
                  The Bank was capitalized through a capital contribution from 
         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:


                                                              March 31,
                                                               1999

         Tier 1 risk based ...........                        72.87%
              Regulatory minimum .....                         4.00
              Well-capitalized minimum                         6.00
         Total risk based ............                        73.12
              Regulatory minimum .....                         8.00
              Well-capitalized minimum                        10.00
         Leverage ....................                        60.69
              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,  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

Item 1. Legal Proceedings
        In the opinion of management,  there is no proceeding pending or, to the
knowledge of management,  threatened,  in which an adverse decision could result
in a material adverse change in the consolidated  financial condition or results
of operations of the Company.

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 unamimous 
        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

   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                               CITIZENS FIRST CORPORATION



Date:  May 17,1999                            /s/ Mary D. Cohron
                                                  Mary D.Cohron
                                                  President and
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


Date: May 17,1999                             /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]).

   5    Opinion of Stoll, Keenon & Park, LLP as to the validity of the shares of
        Citizens First Corporation Common Stock being registered (incorporated
        by reference to Exhibit 5 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


 23.1   Consent of KPMG Peat Marwick LLP (incorporated by reference to Exhibit
        23.1 of the corporation's Registration Statement on Form SB-2
        [No. 333-67435]).

 23.2   Consent of Stoll, Keenon & Park, LLP(included in Exhibit 5)(incorporated
        by reference to Exhibit 23.2 of the corporation's Registration Statement
        on Form SB-2 [No. 333-67435]).

   24   Power of attorney from officers and directors of the Company
        (incorporated by reference to Exhibit 24 of the corporation's 
        Registration Statement on Form SB-2 [No. 333-67435]).  

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