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


                                   Form 10-QSB


X        Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the quarterly period ended June 30, 2001

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

                         Commission File Number 333-67435

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

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

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

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

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

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

         Class                                   Outstanding at August 14, 2001

Common Stock, no par value                                    643,053

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


<PAGE>


                           CITIZENS FIRST CORPORATION

                                TABLE OF CONTENTS
                                                                       Page No.

PART I.  FINANCIAL INFORMATION

         ITEM 1.  Financial Statements                                      3-8

         ITEM 2. Management's Discussion and Analysis of
             Financial Condition and Results of Operations                 9-13

PART II.  OTHER INFORMATION

         ITEM 4. Submission of Matters to a Vote of Security Holders         14

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

         Signatures                                                          15

         Exhibits                                                         16-26

<PAGE>


                  Part I - Financial Information

Item 1. Financial Statements

Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>

                                                                  June 30, 2001   December 31, 2000

                                                                    (Unaudited)
Assets
<S>                                                                <C>             <C>
 Cash and due from banks .......................................   $  6,605,665    $  2,764,577
 Federal funds sold ............................................      2,400,000       1,475,000
                                                                   ------------    ------------

     Cash and cash equivalents .................................      9,005,665       4,239,577

Securities available for sale (amortized cost of
$7,107,568 as of June 30, 2001;
$6,938,720 as of December 31, 2000)
                                                                      7,236,598       7,025,918
Federal Home Loan Bank (FHLB) Stock ............................        155,200          97,700
Mortgage loans held for sale ...................................        227,067         324,000

 Loans .........................................................     71,151,949      60,989,423
 Less allowance for loan losses ................................        927,657         822,344
                                                                   ------------    ------------
    Net loans ..................................................     70,224,292      60,167,079

 Premises and equipment, net ...................................      1,439,269       1,484,981
 Interest receivable ...........................................        600,343         590,559
 Other real estate owned .......................................        297,000            --
 Other assets ..................................................        137,628         142,656
                                                                   ------------    ------------
    Total assets ...............................................   $ 89,323,062    $ 74,072,470
                                                                   ============    ============

 Liabilities and Shareholders' Equity
 Deposits:
   Demand deposits .............................................   $  5,476,736    $ 11,165,129
   Savings, NOW and money market deposits ......................     15,225,898       9,043,950
   Time deposits ...............................................     56,975,120      42,307,033
                                                                   ------------    ------------
   Total deposits ..............................................     77,677,754      62,516,112

 Securities sold under agreements to repurchase ................      2,321,942       2,358,160
 Federal Home Loan Bank (FHLB) borrowings ......................      1,924,000       1,924,000
 Other borrowings ..............................................        200,000            --
 Deferred income taxes .........................................         43,870          29,647
 Accrued interest and other liabilities ........................        510,301         572,325
                                                                   ------------    ------------

    Total liabilities ..........................................     82,677,867      67,400,244

 Shareholders' equity:
   Preferred stock, no par value 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 shares, respectively      7,357,477       7,357,477
   Retained deficit ............................................       (797,442)       (742,802)
    Accumulated other comprehensive income .....................         85,160          57,551
                                                                   ------------    ------------

    Total shareholders' equity .................................      6,645,195       6,672,226
                                                                   ------------    ------------

    Total liabilities
      and shareholders' equity .................................   $ 89,323,062    $ 74,072,470
                                                                   ============    ============

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

<PAGE>



Consolidated Condensed Statements of Income
 (Unaudited)

 For the three months ended June 30:
                                                       2001             2000
                                                      ------            ----

 Interest income
  Loans, including fees ......................     $ 1,470,134      $ 1,042,776
  Federal funds sold .........................           7,584           29,203
  Securities available for sale ..............         103,174           94,358
  Other ......................................           3,297            2,480
                                                    ----------       -----------
  Total interest income ......................       1,584,189        1,168,817

Interest expense
  Deposits ...................................         836,772          571,046
  Other short-term borrowings ................          57,220           20,305
                                                    ----------       -----------
  Total interest expense .....................         893,992          591,351
                                                    -----------      -----------

Net interest income ..........................         690,197          577,466

  Provision for loan losses ..................         138,500          118,500
                                                    -----------      -----------

Net interest income after
  provision for loan losses ..................         551,697          458,966
                                                    -----------      -----------


Non-interest income
  Service charges on deposit accounts ........          68,472           57,484
  Income from the sale of loans ..............          10,542            7,484
  Gains (losses) on sales of
  securities available for sale, net .........            --               --
  Other ......................................          10,943            6,023
                                                    ----------       -----------
  Total non-interest income ..................          89,957           70,991

Non-interest expenses
  Compensation and benefits ..................         321,379          347,668
  Net occupancy expense ......................          46,197           36,707
  Furniture and equipment expense ............          66,718           44,325
  Professional fees ..........................          27,734           38,788
  Postage, printing and supplies .............          13,025           13,355
  Bank franchise and license tax .............           6,588           24,000
  Processing fees ............................          46,645           39,765
  Advertising ................................          29,079           25,728
  Other ......................................          77,253           51,206
                                                   -----------       -----------
  Total non-interest expenses ................         634,618          621,542
                                                   -----------       -----------
Income (loss) before income taxes ............           7,036          (91,585)
Income tax expense (benefit) .................          (3,000)            --
                                                   ------------     ------------
Net income (loss) ............................     $    10,036      $   (91,585)
                                                   ============     ============

Basic earnings (loss) per share ..............     $      0.02      $     (0.14)


 See accompanying notes to consolidated financial statements.
<PAGE>


<TABLE>

Consolidated Condensed Statements of Income
 (Unaudited)

 For the six months ended June 30:
<CAPTION>

                                                                    2001             2000
                                                                    -----             ----

 Interest income
<S>                                                             <C>            <C>
   Loans, including fees ....................................   $ 2,913,640    $ 1,833,406
   Federal funds sold .......................................        20,741         66,572
   Securities available for sale ............................       242,924        189,710
   Other ....................................................         6,303          5,047
                                                                -----------    -----------
   Total interest income ....................................     3,183,608      2,094,735

 Interest expense
   Deposits .................................................     1,707,553      1,025,360
   Other short-term borrowings ..............................       114,483         31,677
                                                                -----------    -----------
   Total interest expense ...................................     1,822,036      1,057,037
                                                                -----------    -----------

 Net interest income ........................................     1,361,572      1,037,698

   Provision for loan losses ................................       312,000        207,000
                                                                ------------   -----------


 Net interest income after
   provision for loan losses ................................     1,049,572        830,698
                                                                -----------    -----------


 Non-interest income
   Service charges on deposit accounts ......................       124,400         93,427
   Income from the sale of loans ............................        22,654          9,070
   Gains (losses) on sales of
   securities available for sale, net .......................          --           (6,700)
   Other ....................................................        19,619         11,170
                                                                -----------    -----------
   Total non-interest income ................................       166,673        106,967

 Non-interest expenses
   Compensation and benefits ................................       656,742        698,818
   Net occupancy expense ....................................        87,631         75,310
   Furniture and equipment expense ..........................       125,737         99,176
   Professional fees ........................................        50,135         63,746
   Postage, printing and supplies ...........................        25,933         27,730
   Bank franchise and license tax ...........................        30,588         48,356
   Processing fees ..........................................        90,373         68,425
   Advertising ..............................................        62,085         59,515
   Other ....................................................       147,661        104,507
                                                                -----------    -----------
   Total non-interest expenses ..............................     1,276,885      1,245,583
                                                                -----------    -----------
 Loss before income taxes ...................................       (60,640)      (307,918)
 Income tax benefit .........................................        (6,000)          --
                                                                ------------   -----------
 Net loss ...................................................   $   (54,640)   $  (307,918)
                                                                ============   ============

 Basic loss per share .......................................   $     (0.09)   $     (0.48)


 See accompanying notes to consolidated financial statements

</TABLE>

<PAGE>


Consolidated Condensed Statements of Changes in Shareholders' Equity
 (Unaudited)

 For the six months ended June 30:                     2001          2000
                                                       ----          ----

 Balance January 1                                $6,672,226     $6,848,648
  Net income (loss) ..........................       (54,640)      (307,918)

  Other comprehensive income (loss) net of tax        27,609         18,925
  Issuance of common stock                                 -              -
                                                 -----------    -----------

Balance at end of period .....................   $ 6,645,195    $ 6,559,655
                                                 ===========    ===========

 See accompanying notes to consolidated financial statements.



Consolidated Statements of Comprehensive Income
 (Unaudited)

 For the six months ended June 30:                         2001         2000
                                                          ----          ----

Net income (loss) ..................................    $(54,640)   $(307,918)

Other comprehensive income,(loss) net of tax:
    Unrealized holding gains on available for sale
        securities arising during the period .......      27,609       14,503

     Reclassification adjustments for (gains) losses
      on securities included in net income
                                                            --          4,422
                                                       ---------    ---------
Total other comprehensive income (loss), Net of tax       27,609       18,925

                                                       ---------    ---------
Comprehensive income (loss) ........................    $(27,031)   $(288,993)
                                                       ==========   ==========

 See accompanying notes to consolidated financial statements.



<PAGE>


<TABLE>

 Consolidated Condensed Statements of Cash Flows
 (Unaudited)
 For the six months ended June 30:
<CAPTION>

                                                                   2001           2000
                                                                   ----           ----

 Cash flows from operating activities:
<S>                                                          <C>             <C>
 Net loss ................................................   $    (54,640)   $   (307,918)
 Items not requiring (providing) cash:
   Provision for loan losses .............................        312,000         207,000
   Loss on sale of securities available for sale .........           --             6,700
    Amortization of premiums and discounts on securities .        (23,863)         (2,469)
   Depreciation and amortization .........................        139,399         112,709
    FHLB stock dividend received .........................         (4,200)           --
Loans originated for sale ................................     (2,902,895)       (826,300)
Proceeds from sales of loans .............................      2,999,828         844,300
Changes in:
   Accrued interest receivable ...........................         (9,784)       (259,256)
   Other assets ..........................................       (381,020)         44,371
   Accrued expenses and other liabilities ................        (62,028)        (94,012)
                                                             ------------    ------------
   Net cash used in operating  activities ................         12,797        (274,875)

 Cash flows from investing activities:
 Proceeds from sale of securities available for sale .....           --           493,300
 Proceeds from maturities of securities available for sale      8,140,276       3,003,742
 Purchase of securities available for sale ...............     (8,285,260)     (5,279,437)
 Net originations of loans ...............................    (10,369,213)    (13,845,526)
 Purchases of premises and equipment .....................        (57,936)        (25,294)
                                                             ------------    ------------
   Net cash used in investing activities .................    (10,572,133)    (15,653,215)

 Cash flows from financing activities:
 Net increase in deposits ................................     15,161,642      11,085,249
 Net increase in other borrowings ........................        200,000            --
 Net increase (decrease) in repurchase agreements ........        (36,218)      1,935,851
                                                             ------------    ------------

   Net cash provided by financing activities .............     15,325,424      13,021,100
                                                             ------------    ------------
 Net increase (decrease ) in cash and cash equivalents ...      4,766,088      (2,906,990)
 Cash and cash equivalents at beginning of period ........      4,239,577       5,670,339
                                                             ------------    ------------
 Cash and cash equivalents at end of period ..............   $  9,005,665    $  2,763,349
                                                             ============    ============


Additional cash flow information:
  Interest paid ..........................................   $  1,809,029    $    971,754

 See accompanying notes to consolidated financial statements.

</TABLE>


<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 the Company and the Bank.
         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 is 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) State Corporate Income Taxes
              The Company incurred a state corporate income tax benefit of
         $3,000 for the quarter ended June 30, 2001 and $6,000 for the six
         months ended June 30, 2001 that resulted from losses incurred at the
         holding company. Banks in the state of Kentucky are not assessed
         corporate income taxes, but are instead taxed based on the value of
         their capital accounts. Accordingly, the income or loss from bank
         subsidiaries of a holding company is not included in the calculation of
         corporate income tax. The Company had no federal income tax liability
         for the three-month period and for the six-months period ended June 30,
         2001 based on its consolidated results of operations.

         (3) Reclassifications
              Certain reclassifications have been made to the 2000 financial
         statements to conform to the 2001 financial statement presentation.
         These reclassifications had no effect on net earnings.


<PAGE>



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

         General
                  The Company was incorporated under the laws of the
         Commonwealth of Kentucky on December 24, 1975 for the purpose of
         conducting business as an investment club, and is headquartered in
         Bowling Green, Kentucky. In late 1998 and early 1999, the Company filed
         the appropriate regulatory applications and received regulatory
         approval to become a bank holding company under the Bank Holding
         Company Act of 1956, as amended, through its organization and ownership
         of its only subsidiary, the Bank. On February 17, 1999, the Company
         completed the initial public offering for the sale of 536,667 shares of
         its no par value common stock. The proceeds of the sale of the stock
         were used to pay start up expenses, liquidate short-term borrowings,
         and capitalize the Bank. The Bank opened for business on February 18,
         1999.
                  The Company follows a corporate strategy that focuses on
         providing the Bank's customers with high quality, personal banking
         services. The Bank offers a range of products designed to meet the
         needs of its customers that include individuals, small businesses,
         partnerships and corporations.
                  The Bank offers a full range of deposit services. Checking
         account services include regular non-interest bearing checking accounts
         as well as interest bearing negotiable order of withdrawal ("NOW")
         accounts. Savings and certificate of deposit accounts include accounts
         ranging from a daily maturity (regular savings and also money market
         accounts) to longer-term certificates as authorized by law. In
         addition, retirement accounts such as IRA's (Individual Retirement
         Accounts) are available. All deposit accounts are insured by the
         Federal Deposit Insurance Corporation to the full amount permitted by
         law. Deposit accounts are solicited from individuals, businesses,
         professional organizations and governmental authorities.
                  Lending services include a full range of commercial, personal,
         and mortgage loans. The Bank's primary lending focus is on business
         lending. The types of commercial loans that are available include both
         secured and unsecured loans for working capital (including inventory
         and receivables), business expansion (including acquisition of real
         estate and improvements) and purchase of machinery and equipment. The
         types of personal loans that are available include secured and
         unsecured loans for such purposes as financing automobiles, home
         improvements, education and personal investments. The Bank originates,
         processes and closes residential real estate loans, which are then 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 network 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 one branch office, which opened on March
         22, 1999, is located at 901 Lehman Avenue.

         Results of Operations
                  For the three months ended June 30, 2001, the Company reported
         net income of $10,036, or $0.02 per diluted share, compared to a net
         loss of $91,585, or $0.14 per diluted share, for the same period ended
         June 30, 2000, an increase of $101,621.

                  For the six months ended June 30, 2001, the Company reported a
         net loss of $54,640, or $0.09 per diluted share, compared to a net loss
         of $307,918, or $0.48 per diluted share, for the same period ended June
         30, 2000, an increase of $253,278. Net income includes a loss of $6,700
         during the first six months of 2000 from the sale of investment
         securities. Excluding this securities transaction and the related tax
         effect, the net loss for the first six months of 2000 would have been
         $301,218, or $0.47 per diluted share.

         Net Interest Income
                  Net interest income was $690,197 in the second quarter of
         2001, compared with $577,466 in the comparable period in 2000. Second
         quarter 2001 interest income of $1,584,189, an increase of $415,372 or
         36% over the same period in 2000, includes $1,470,134 income on loans,
         $103,174 income on investment securities, and $10,881 income on federal
         funds sold and other interest-bearing accounts. Interest income of
         $1,168,817 during the second quarter of 2000 included $1,042,776 of
         income on loans, $94,358 income on investment securities, and $31,683
         income on federal funds sold and other interest-bearing accounts.
         Interest expense of $893,992 for the second quarter of 2001 includes
         interest on deposits of $836,772, and $57,220 on other short-term
         borrowings. Second quarter 2000 interest expense of $591,351 consists
         of interest on deposits of $571,046, and interest on other short-term
         borrowings of $20,305. The growth of the balance sheet, particularly
         loans and deposits, from the second quarter of 2000 to the same period
         in 2001 contributed significantly to the increase in net interest
         income, offset by the lower net interest margin ratio in the second
         quarter of 2001 compared to the same quarter in 2000. The net interest
         margin ratio for the second quarter of 2001 was 3.62%, compared to
         4.42% during the same quarter of 2000. The lower net interest margin
         during the second quarter of 2001 was primarily the result of the
         reduction by 125 basis points of short-term interest rates by the
         Federal Reserve Bank during the quarter, and the reduction by 275 basis
         points of short-term interest rates by the Federal Reserve Bank during
         the first six months of 2001. In the short term, especially three
         months or less, the Bank is asset sensitive, meaning assets reprice
         faster to changes in short-term rates than do liabilities. In a falling
         short-term rate environment, such as occurred during the second quarter
         of 2001, more of the Bank's interest earning assets, primarily loans,
         reprice down faster than do the liabilities, specifically certificates
         of deposit, that provide the funding for the assets.
                  Net interest income was $1,361,572 for the six months ended
         June 30, 2001, an increase of $323,874 over the total of $1,037,698 for
         the same period of 2000. Interest income of $3,183,608 for the first
         six months of 2001 included $2,913,640 income on loans, $242,924 income
         on investment securities, and $27,044 income on federal funds sold and
         other interest-bearing deposits. Total interest income of $2,094,735
         for the first six months of 2000 consisted of $1,833,406 income on
         loans, $189,710 income on investment securities, and $71,619 income on
         federal funds sold and other interest-bearing deposits. Interest
         expense for the first half of 2001 totaled $1,822,036, and included
         $1,707,553 interest on deposits, and $114,483 expense on other
         short-term borrowings. The comparable period of 2000 had interest
         expense of $1,057,037, of which $1,025,360 was interest on deposits,
         and $31,677 was expense on other short-term borrowings.

         Non-Interest Income
                  Non-interest income for the three months ended June 30, 2001
         and 2000, respectively, was $89,957 and $70,991, an increase of $18,966
         or 27%. Service charges on deposit accounts comprised the largest part
         of non-interest income for both time periods, totaling $68,472 during
         the second quarter of 2001, and $57,484 for the same period of 2000.
                  Non-interest income was $166,673 versus $106,967 for the six
         months ended June 30, 2001 and 2000, respectively. Non-interest income
         for the first six months of 2000 includes a loss of $6,700 on the sale
         of investment securities, the result of an investment sold and replaced
         with a higher yielding security. Excluding this loss, non-interest
         income for the first six months of 2000 would have been $113,667.
         Service charges on deposit accounts comprised the largest total of
         non-interest income for both six-month time periods, totaling $124,400
         and $93,427 for 2001 and 2000, respectively.

         Non-Interest Expense
                  Non-interest expense was $634,618 in the second quarter of
         2001, up from $621,542 in the same quarter of 2000, an increase of
         $13,076 or 2.1%. A decrease of $26,289 in compensation and benefits
         expense from the second quarter of 2000 to the same quarter of 2001 was
         offset by increases in furniture and equipment expense of $22,393, and
         an increase in data processing expense of $6,880, from $39,765 in 2000
         to $46,645 in 2001.
                  For the six months ended June 30, 2001 and 2000, respectively,
         non-interest expense was $1,276,885 and $1,245,583, an increase of
         $31,302 or 2.5%. The majority of the increase for the six months was in
         processing fees, which increased $21,948, or 32%, from $68,425 in 2000
         to $90,373 in 2001, primarily a result of increased transactions costs
         associated with more deposit accounts.

         Income Taxes
                  Income tax expense has been calculated based on the Company's
         expected annual rate. 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.




         Balance Sheet Review

         Overview
                  Total assets at June 30, 2001 were $89,323,062, up from
         $74,072,470 at December 31, 2000, and up from $58,619,588 a year ago.
         Average total assets for the second quarter of 2001 were $81,391,349,
         up $30,186,139 from the second quarter of 2000 average of $51,205,210.

         Loans
                  At June 30, 2001 loans (excluding mortgage loans held for
         sale) totaled $71,151,949 compared with $60,989,423 at December 31,
         2000 and $47,945,754 a year ago. The Bank experienced annualized loan
         growth of 33% from December 31, 2000 to June 30, 2001.

         Asset Quality
                  The allowance for loan losses was $927,657 at June 30, 2001,
         an increase of $105,313, or 13% over the December 31, 2000 level of
         $822,344. The allowance represents 1.30% of period-end loans, compared
         to 1.35% of loans at December 31, 2000.
                  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 $142,000 at June 30, 2001, compared
         to $518,000 at December 31, 2000 and none at June 30, 2000. The
         $142,000 of non-performing loans includes the remaining piece of a
         $410,000 loan that was non-performing on March 31, 2001. Of the
         $410,000 loan that was non-performing at March 31, 2001, $190,000 of
         principal payments was applied during the second quarter of 2001, and
         $173,000 was charged off to the allowance for loan losses. The
         remaining $95,000 non-performing loan at June 30, 2001, is comprised of
         one loan, which has been non-performing since the third quarter of
         2000, that was put on non-accrual status during the first quarter of
         2001.
                  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 $439,000, comprised of the above mentioned
         non-performing loans totaling $142,000 and foreclosed real estate of
         $297,000, at the end of the second quarter of 2001. The Bank had
         non-performing assets of $518,000 at December 31, 2000, comprised
         entirely of non-performing loans, and none on June 30, 2000.
                  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 was $138,500 for the
         second quarter of 2001, and $312,000 for the first half of 2001. The
         provision for losses on loans is established to provide for losses
         inherent in the Bank's portfolio and reflects management's evaluation
         of the risk in the loan portfolio.

         Securities Available for Sale
                  Securities (all classified as available for sale) increased
         from $7,025,918 at December 31, 2000 to $7,236,598 at June 30, 2001. At
         June 30, 2000 securities totaled $6,196,626.

         Deposits and Borrowed Funds
                  As of June 30, 2001, total deposits were $77,677,754, and
         included $72,201,018 of interest bearing deposits. This compares to
         total deposits of $62,516,112 at December 31, 2000, which included
         $51,350,983 of interest bearing deposits. Total deposits at June 30,
         2000 were $48,215,570, and included interest bearing deposits of
         $44,935,706.
                  The Bank had $2,321,942 of deposits secured by securities sold
         under agreements to repurchase on June 30, 2001. These obligations,
         which mature in one business day, are swept daily from customers'
         demand deposit accounts. These balances averaged $2,195,858 during the
         second quarter of 2001.


         Capital Resources and Liquidity
                  The Board of Governors of the Federal Reserve System has
         adopted risk based capital and leverage ratio requirements for bank
         holding companies. The table below sets forth the Company's capital
         ratios as of June 30, 2001, December 31, 2000 and June 30, 2000; the
         regulatory minimum capital ratios; and the regulatory minimum capital
         ratios for well-capitalized companies:



                                  June 30,     December 31,    June 30,
                                    2001          2000           2000
                                   -----          ----           ----

Tier 1 risk based ...........       9.08%        10.38%          13.39%
     Regulatory minimum .....       4.00          4.00            4.00
     Well-capitalized minimum       6.00          6.00            6.00
Total risk based ............      10.33%        11.62%          14.57%
     Regulatory minimum .....       8.00          8.00            8.00
     Well-capitalized minimum      10.00         10.00           10.00
Leverage ....................       7.35%         8.93%          11.24%
     Regulatory minimum .....       3.00          3.00            3.00
     Well-capitalized minimum       5.00          5.00            5.00


                  The decrease in capital ratios is due in part to the growth in
         the Company's total assets, which increases the denominator in the
         capital calculation formula. In addition, net operating losses decrease
         capital levels, and hence also serve to decrease the capital ratios.
                  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, and
         currently has a loan of $1,924,000 outstanding from the FHLB, at a
         fixed rate of 6.81%, secured by 1-to-4 family residence mortgages
         issued by the Bank. Other than these sources, the Company anticipates
         the need for additional funds to inject as capital into the Bank within
         the next twelve months, and executed a loan from a correspondent bank
         during the second quarter of 2001 for the purpose of injecting capital
         into the Bank. The Company made the first draw during the second
         quarter of 2001, in the amount of $200,000, from a total availability
         of $3,000,000. The current rate on the loan, which is repriced annually
         at LIBOR plus 275 basis points, is 6.69%. The stock of the Bank is
         pledged as collateral for the loan. Property and equipment needed for
         the operation of the Bank have been purchased and no additional
         significant purchases or sales of plant and equipment are planned. The
         Company and the Bank are fully staffed and no significant changes in
         the number of employees are planned.
                  Liquidity is the measure of the Bank's ability to fund
         customer's needs for borrowings and deposit withdrawals. In the second
         quarter of 2001, the Company's principal source of funds has been the
         acquisition of customers' deposits, repayment of loans, and other funds
         from bank operations, as was the case for the second quarter of 2000.

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

<PAGE>


Part II - Other Information

         Item 4. Submission of Matters to a Vote of Security Holders
                 The Annual Meeting of Shareholders was held on April 19,2001.
         The following Board of Directors were elected to the three terms ending
         in 2004 with the vote totals as shown:

                                  Votes for     Votes abstained    Votes against

         Billy J. Bell            582,198              0                0
         James H. Lucas           582,198              0                0
         Joe B. Natcher, Jr.      582,198              0                0

         The terms of office of the following directors of Citizens First
         Corporation continued after the Annual Shareholders' Meeting:

         Name                                        Term Expires In
         ----                                        ---------------
         Barry D. Bray                                        2002
         Tommy W. Cole                                        2002
         John T. Perkins                                      2002
         Jerry E. Baker                                       2003
         Mary D. Cohron                                       2003
         Floyd H. Ellis                                       2003

         The shareholders voted to amend the Company's Articles of Incorporation
         to increase the number of shares of authorized Common Stock to
         2,000,000 shares. Total votes for the amendment to the Company's
         Articles of Incorporation were 550,012 votes to approve the amendment,
         31,786 votes against the amendment, and 400 votes were abstained.

         The shareholders cast 552,014 votes to ratify the appointment of Baird,
         Kurtz, & Dobson as the Company's independent accountants for 2001.
         24,898 votes were cast against this proposal and 5,286 votes were
         abstained.

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


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

          (b) Reports on Form 8-K
          No reports on Form 8-K were filed during the quarter ended June 30,
          2001.

<PAGE>
SIGNATURES


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


                                                     CITIZENS FIRST CORPORATION



Date:    August 14, 2001                             /s/ Mary D. Cohron
                                                     ------------------

                                           President and Chief Executive Officer
                                                 (Principal Executive Officer)



         August 14, 2001                            /s/ Bill D. Wright
                                                     ------------------
                                                         Bill D. Wright
                                      Vice-President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



<PAGE>



                                           Exhibit Index


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 Company'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 Company'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 Company's Registration Statement on
        Form SB-2 [No. 333-67435]).

3.4     Articles of Amendment to Restated Articles of Incorporation of Citizens
        First Corporation (incorporated by reference to Exhibit 4.1 of the
        Company's Form 10-QSB dated June 30,2000).

3.5     Articles of Amendment to Restated Articles of Incorporation of Citizens
        First Corporation.

 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 Company's Registration Statement on Form SB-2 [No. 333-67435]).

4.1     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 Company's Registration Statement on
        Form SB-2 [No. 333-67435]).

4.2     Articles of Amendment to Restated Articles of Incorporation of Citizens
        First Corporation.(incorporated by reference to Exhibit 4.1 of the
        Company's Form 10-QSB dated June 30,2000).

 4.3    Articles of Amendment to Restated Articles of Incorporation of
        Citizens First Corporation.

10.18   Commercial Line of Credit Agreement, Promissory Note, and Security
        (Pledge) Agreement between Citizens First Corporation and
        Franklin Bank & Trust Company dated June 22,2001.
<PAGE>



Exhibit 3.5, 4.3
                              ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           CITIZENS FIRST CORPORATION

         Pursuant to the provisions of KRS 271B.10-060, Articles of Amendment to
the Restated Articles of Incorporation of Citizens First Corporation (the
"Corporation") are hereby adopted:
                  FIRST:   The name of the Corporation is Citizens First
Corporation.

                  SECOND:  Article  IV of the Corporation's Restated  Articles
of  Incorporation  is  amended in its entirety to read as follows:
                                   ARTICLE IV

                           The total number of shares of stock authorized to be
                  issued and the authorized class thereof shall be Two Million
                  (2,000,000) shares of no par value common stock. The voting
                  power of such stock shall be one vote per share. The
                  shareholders shall not have preemptive rights.

                  THIRD: The foregoing amendment to the Restated Articles of
Incorporation was adopted by the shareholders of the Corporation at a meeting
held on April 19, 2001. The designation, number of outstanding shares, number of
votes entitled to be cast by each voting group entitled to vote on the amendment
and the number of votes of each voting group indisputably represented at the
meeting are as follows:
                                         No. of Votes             No. of
                      No. of Shares      Entitled to               Shares
     Designation       Outstanding         be Cast              Represented
     -----------      ------------       ------------           -----------

        Common            643,053           643,053                582,198
         The total number of undisputed votes cast for the amendment by each
voting group was 550,012. The number of votes cast for the amendment by each
voting group was sufficient for approval by that voting group.
                  FOURTH:  That the aforesaid  amendment was duly adopted in
accordance with the applicable  provisions of the Kentucky Business Corporation
Act.
                  IN WITNESS  WHEREOF,  the Corporation has caused this
certificate to be signed this 15th day of May,2001.

CITIZENS FIRST CORPORATION

By:    /s/ Bill Wright
           Bill Wright
Title:  Vice President and CFO
<PAGE>
Exhibit 10.18  Commercial Line of Credit Agreement, Promisssory Note, and
Security (Pledge) Agreement between Citizens First Corporation and Franklin Bank
& Trust Company dated June 22,2001.


BORROWER'S NAME AND ADDRESS
CITIZENS FIRST CORPORATION
1805 CAMPBELL LANE
BOWLING GREEN KY  42101
"I" includes each borrower above, joint and severally.

LENDER'S NAME AND ADDRESS
FRANKLIN BANK& TRUST COMPANY
317 N. MAIN STREET
FRANKLIN KY  42135-0449
"You" means the lender, its successors and assigns.

LOAN NUMBER: 63542
DATE:  06/22/2001
MATURITY DATE:  06/22/2012
LOAN AMOUNT: $3,000,000.00
RENEWAL OF:_____________

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of THREE MILLION AND 00/100'S Dollars $3,000,000.
         Single advance: I will receive all of this principal sum on ____ . No
additional advances are contemplated under this note. XX Multiple Advance: The
principal sum shown above is the maximum amount of principal I can borrow under
this note. On 06/22/2001 I will receive the amount of $ and future principal
advances are contemplated.
         Conditions:  The conditions for future advances are:
         XX Open End Credit: You and I agree that I may borrow up to the maximum
amount of principal more than one time. This feature is subject to all other
conditions and expires on 06/22/2012.
                 Closed End Credit: You and I agree that I may borrow up to the
maximum only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from
06/22/2001 at the rate of 6.690% per year until 06/22/2002.
XX Variable Rate: This rate may then change as stated below.
         XX Index Rate:  The future rate will be EQUAL TO the following index
rate: SEE ATTACHMENT
                No Index: The future rate will not be subject to any internal or
external index.  It will be entirely in your control.
         XX      Frequency and Timing: The rate on this note may change as often
                 as ANNUALLY. A change in the interest rate will take effect
                 06/22/2002.
         XX Limitations: During the term of this loan, the applicable annual
interest rate will not be more than 24.00% or less than N/A%. The rate may not
change more than N/A% each.
         Effect of Variable Rate: A change in the interest rate will have the
following effect on the payments.
         XX The amount of each scheduled payment will change.
                The amount of the final payment will change.
ACCRUAL METHOD: Interest will be calculated on a 365/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
         XX on the same fixed or a variable rate basis in effect before maturity
(as indicated above).
                At a rate equal to_______.
XX LATE CHARE: If a payment is made more the 15 days after it is due, I agree to
pay a late charge of THE GREATER OF $0.00 OR 5.000% OF THE PAYMENT.
       ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which are not included in the principal amount above:
PAYMENTS: I agree to pay this note as follows:
XX Interest: I agree to pay accrued interest SEE ATTACHMENT
XX Principal I agree to pay the principal SEE ATTACHMENT
       Installments: I agree to pay this note in __ payments.  The first payment
will be in the amount of $___and will be due.  A payment of $___ will be due
thereafter.  The final payment of the entire unpaid balance and interest
will be due.
ADDITONAL TERMS:

X SECURITY: This note is separately secured by (describe separate document by
type and date): 2,000 SHARES OF THE COMMON CAPITAL STOCK OF CITIZENS FIRST BANK,
INC.  AS EVIDENCED BY CERTIFICATE #C-00001

PURPOSE: The purpose of this loan is: TO PROVIDE OPERATING CAPITAL
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2).
I have received a copy on today's date.
CITIZENS FIRST CORPORATION
/s/ MARY D. COHRON
    MARY D. COHRON, PRESIDENT & CEO
/s/ BILL WRIGHT
    BILL WRIGHT, VICE PRESIDENT & CFO

Signature for Lender
/s/ GARY BROADY
    GARY BROADY, PRESIDENT & CEO

<PAGE>


DEFINITIONS: As used on page 1 "[XX]" means the terms that apply to this loan.
"I," "me" or "My" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and sureties) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lender
and its successors and assigns. APPLICABLE LAW: The law of the state in which
you are located will govern this note. Any term of this note which is contrary
to applicable law will not be effective, unless the law permits you and me to
agree to such a variation. If any provision of this agreement cannot be enforced
according to its terms, this fact will not affect the enforceability of the
remainder of this agreement. No modification of this agreement may be made
without your express written consent. Time is of the essence in this agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary). INTEREST: Interest accrues on the principal
remaining unpaid from time to time, until paid in full. If I receive the
principal in more than one advance, each advance will start to earn interest
only when I receive the advance. The interest rate in effect on this note at any
given time will apply to the entire principal advanced at that time.
Notwithstanding anything to the contrary, I do not agree to pay and you do not
intend to charge any rate of interest that is higher than the maximum rate of
interest you could charge under applicable law for the extension of credit that
is agreed to here (either before or after maturity). If any notice of interest
accrual is sent and is in error, we mutually agree to correct it, and if you
actually collect more interest than allowed by law and this agreement, you agree
to refund it to me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will determine
the number of days in a "year." If no accrual method is stated, then you may use
any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate:
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if make any payments described in the "PAYMENTS BY LENDER"
paragraph below.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this note
against any right I have to receive money from you.
         "Right to receive money from you" means:
(1)      any deposit account balance I have with you;
(2)      any money owed to me on an item presented to you or in your possession
for collection or exchange; and
(3)      any repurchase agreement or other nondeposit obligation.
         "Any amount due and payable under the note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
         If my right to receive money from you is also owned by someone who has
not agreed to pay this note, your right of set-off will apply to my interest in
the obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
         You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless from any such claims arising as a result of your exercise of you
right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and you remedies
for such a default will be determined by applicable law, by the terms of any
separate instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein. DEFAULT: I will
be in default if any one or more of the following occur: (1) I fail to make a
payment on time or in the amount due; (2) I fail to keep the property insured,
if required; (3) I fail to pay or keep any promise on any debt or agreement I
have with you; (4) any other creditor of mine attempts to collect any debt I owe
him through court proceedings; (5) I die, am declared incompetent, make an
assignment for the benefit of creditors, or become insolvent (either because my
liabilities exceed my assets or I am unable to pay my debts as thy become due);
(6) I make any written statement or provide any financial information that is
untrue or inaccurate at the time it was provided; (7) I do or fail to do
something which causes you to believe that you will have difficulty collecting
the amount I owe you: (8) any collateral securing this note is used in a manner
or for a purpose which threatens confiscation by a legal authority; (9) I change
my name or assume an additional name without first notifying you before making
such a change; (10) I fail to plant, cultivate and harvest crops in due season
if I am a producer of crops; (11) any loan proceeds are used for a purpose that
will contribute to excessive erosion of highly erodible land or to the
conversion of wetland to produce an agricultural commodity, as further explained
in 7 C.F.R. part 1940, Subpart G, Exhibit M.
REMEDIES: If I am in default on this note you have, but are not limited to the
following remedies;
(1)      You may demand immediate payment of all I owe you under this note
 (principal, accrued unpaid interest and other accrued charges).
(2)      You may set off this debt against any right I have to the payment of
money from you, subject to the terms of
              the "Set-Off" paragraph herein.
(3)      You may demand security, additional security, or additional
parties to be obligated to pay this note as a condition for not
              using any other remedy.
(4)      You may refuse to make advances to me or allow purchases on credit
by me.
(5)      You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the event as a default if
it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my right to require you to do certain things.  I will not
require you to:
(1)      demand payment of amounts due (presentment);
(2)      obtain official certification of nonpayment (protest); or
(3)      give notice that amounts due have not been paid (notice of dishonor).
         I waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us, together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor). You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note, by all or less than all of us will not release me from my
legal duty to pay it. (of course, you are entitled to only one payment in full.)
I agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time without limit
or notice and for any term without affecting my liability for payment of the
note. I will not assign my obligation under this agreement without your prior
written approval. CREDIT INFORMATION: I agree and authorize you to obtain credit
information about me from time to time (for example, by requesting a credit
report) and to report to others your credit experience with me (such as a credit
reporting agency). I agree to provide you, upon request, any financial statement
or information you may deem necessary. I warrant that the financial statements
and information I provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in writing
of any change in my address. I will give any notice to you by mailing it first
class to your address state on page 1 of this agreement, or to any other address
that you have designated.
<PAGE>
ATTACHMENT:

This is an attachment to the commercial master note from Franklin Bank & Trust
Company to Citizens First Corporation dated June 22, 2001.

Interest Rate
-------------

IV.  Interest rate shall be 275 basis points over one year LIBOR (London Inter-
bank Offered Rate) adjusted annually on June 22.  The interest rate on this note
on this date is 6.69%.

Payment Schedule
----------------

(X).  From 6/22/01 through 6/22/04, interest shall be due on a quarterly basis.
Thereafter, interest shall continue to be paid on a quarterly basis.  Subsequent
advances of principal may be made but the outstanding principal balance shall
not exceed the amount listed below after the corresponding time periods listed
below.

6/22/05   $2,625,000.00
6/22/06   $2,250,000.00
6/22/07   $1,875,000.00
6/22/08   $1,500,000.00
6/22/09   $1,125,000.00
6/22/10   $  750,000.00
6/22/11   $  375,000.00
6/22/12   All remaining principal & interest due in full


CITIZENS FIRST CORPORATION

By:  /s/ Mary D. Cohron
         Mary D. Cohron, President & CEO

By:  /s/ Bill Wright
         Bill Wright, Vice President & CFO

<PAGE>
Borrower's Name and Address
Citizens First Corporation
1805 Campbell Lane
Bowling Green, KY  42101
"I" includes each borrower above, jointly and severally.

Lender's Name and Address
Franklin Bank & Trust Company
317 N. Main Street
Franklin, KY  42135-0449
"You" means the lender, its successors and assigns.

Line of Credit No. 63542
Date 06/22/2001
Maximum Credit Amount  $3,000,000.00
Loan Ref. No.____________

You have extended to me a line of credit in the amount of THREE MILLION and
00/100s $3,000,000.00.

You will make loans to me from time to time until 6/22/2012. Although the line
of credit expires on that date, I will remain obligated to perform all my duties
under this agreement so long as I owe you money advanced according to the terms
of this agreement, as evidenced by any note or notes I have signed promising to
repay these amounts.

This line of credit is an agreement between you and me. It is not intended that
any third party receive any benefit from this agreement, whether by direct
payment, reliance for future payment or in any other manner. This agreement is
not a letter of credit.

1.       AMOUNT:  This line of credit is:
         X OBLIGATORY: You may not refuse to make a loan to me under this line
         of credit unless one of the following occurs:
a.       I have borrowed the maximum amount available to me;
b.       This line of credit has expired;
c.       I have defaulted on the note (or notes) I have signed which show my
         indebtedness under this line of credit;
d.       I have violated any term of this line of credit or any note or other
         agreement entered into in connection
         with this line of credit;
         DISCRETIONARY: You may refuse to make a loan to me under this line of
         credit once the aggregate outstanding advances equal or exceed
         $_______. Subject to the obligatory or discretionary limitations above,
         this line of credit is:
             XX OPEN-END (Business or Agricultural only): I may borrow up to the
         maximum amount of principal more than one time.
                    CLOSED-END:  I may borrow up to the maximum only one time.
2.       PROMISSORY NOTE: I will repay any advances made according to this line
         of credit agreement as set out in the promissory note, I signed on
         6/22/2001, or any note(s) I sign at a later time which represent
         advances under this agreement. The note(s) set(s) out the terms
         relating to maturity, interest rate, repayment and advances. If
         indicated on the promissory note, the advances will be made as follows:
         ___________________.
3.       RELATED DOCUMENTS:  I have signed the following documents in connection
         with this line of credit and note(s)
         entered into in accordance with this line of credit:
     Security agreement dated ____________      X SECURITY PLEDGE AGREEMENT
     Mortgage dated____________________
     Guaranty dated_____________________
4.       REMEDIES: If I am in default on the note(s) you may:
a.       take any action as provided in the related documents:
b.       without notice to me, terminate this line of credit.
              By selecting any of these remedies you do not give up your right
              to later use any other remedy. By deciding not to use any remedy
              should I default, you do not waive your right to later consider
              the event a default, if it happens again.
5.       COST AND FEES:  If you hire an  attorney  to enforce  this  agreement
         I will pay your reasonable  attorney's fees,  where permitted by law.
         I will also pay your court costs and costs of  collections,
         where permitted by law.
6.       COVENANTS:  For as long as this line of credit is in effect or I owe
         you money for advances made in accordance with the line of credit,
         I will do the following:
a.       maintain books and records of my operations relating to the need for
         this line of credit;
b.       permit you or any of your representatives to inspect and/or copy these
         records;
c.       provide to you any documentation requested by you which support the
         reason for making any advance under this line of credit;
d.       permit you to make any advance payable to the seller (or seller and me)
         of any items being purchased with that advance;
7.       NOTICES:  All notices or other  correspondence  with me should be sent
         to my address stated above.  The notice or correspondence shall be
         effective when deposited in the mail, first class, or delivered to me
         in person.
8.       MISCELLANEOUS:  This line of credit may not be changed except by a
         written agreement signed by you and me.
         The law of the state in which you are located will govern this
         agreement.  Any term of this agreement which is contrary to applicable
         law will not be effective, unless the law permits you and me to agree
         to such a variation.
     SIGNATURES:  I AGREE TO THE TERMS OF THIS LINE OF CREDIT.
                  I HAVE RECEIVED A COPY ON TODAY'S DATE.
                                                      CITIZENS FIRST CORPORATION
                                                         /S/ MARY D. COHRON
                                            MARY D. COHRON, PRESIDENT AND CEO
                                                         /S/ BILL WRIGHT
                                            BILL WRIGHT, VICE PRESIDENT AND CFO

     FOR THE LENDER

     /S/ GARY BROADY
         GARY BROADY
     Title:  PRESIDENT AND CEO





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                           SECURITY (PLEDGE) AGREEMENT


         THIS AGREEMENT, made and entered into on this 22nd day of June, 2001,
by and between Citizens First Corporation, 1805 Campbell Lane, Bowling Green, KY
42101, hereinafter collectively referred to as PLEDGOR, and FRANKLIN BANK &
TRUST COMPANY, 317 Main Street, Franklin, Kentucky 42134, hereinafter referred
to as PLEDGEE;
                                   WITNESSETH:
         WHEREAS, the PLEDGOR is indebted to the PLEDGEE in the amount of
$3,000,000.00, as evidenced by a promissory note dated 6/22/01, from Citizens
First Corporation to Franklin Bank & Trust Company, with the said party(ies)
being jointly and severally liable to the PLEDGEE;
         WHEREAS, the PLEDGOR desires to secure said indebtedness by the pledge
of certain common capital stock, and the PLEDGEE desires to obtain security for
the debt;
         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00), cash
in hand paid, the receipt of which is hereby acknowledged, and in further
consideration of more adequately securing the indebtedness owned by the PLEDGOR
to Franklin Bank & Trust Company as evidenced by that certain promissory note
dated 6/22/01, in the principal amount of $3,000,000.00, with interest accruing
at the rate stated in said note, the PLEDGOR does hereby pledge and grant to the
PLEDGEE, its successors and assigns, a security interest in and to the follow-
ing:  Two thousand (2,000) shares of the common capital stock of Citizens First
Bank, Inc. as evidenced by certificate #C-00001.
   The PLEDGOR has on this date endorsed and delivered to the PLEDGEE the
collateral above-described, which the PLEDGEE agrees to maintain in its safe
custody.  The parties also agree to the following express promises, covenants,
and stipulations.
1.  The PLEDGOR warrants that he/she is the absolute owner of all legal and
equitable title to the subject collateral free of all liens, encumbrances, and
adverse claims and charges of every nature.  Said collateral is pledged here-
under pursuant to KRS355.9-305 without the necessity of filing for protection
of a security interest.
2.   Upon any default or breach by the PLEDGOR of the hereinabove-described
promissory note which is secured hereby, the PLEDGEE may, at its option, declare
the PLEDGOR to be in default.  Upon default, the PLEDGEE may proceed with the
sale of the pledged collateral with the proceeds of sale being applied to the
indebtedness secured hereby.
3.   Upon satisfaction by the PLEDGOR of the indebtedness owed to the PLEDGEE,
secured hereby, the PLEDGEE shall forthwith tender to the PLEDGOR the collateral
or substitute collateral held hereunder.
4.   If the pledged collateral is stock, the PLEDGOR shall retain all voting
privileges on the pledged stock; however, all cash dividends shall be applied to
the indebtedness secured hereby and all stock dividends and shares resulting
from stock splits shall be endorsed and tendered to the PLEDGEE to be held
hereunder, in pledge, as security. The PLEDGEE shall have the rights and
duties with respect to the pledged property as outlined in KRS 355.9-207.
         IN WITNESS WHEREOF, the parties have caused their respective names to
be affixed hereto.
                                            PLEDGOR:
                                            CITIZENS FIRST CORPORATION
                                       By: /s/ Mary D. Cohron
                                               Mary D. Cohron, President & CEO
                                       By: /s/ Bill Wright
                                               Bill Wright, Vice President & CFO


                                            PLEDGEE:

                                            FRANKLIN BANK & TRUST COMPANY

                                            By: /s/ Gary Broady
                                                    Gary Broady
                                            Its:  President