<PAGE>1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   Form 10-QSB


X        Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the quarterly period ended September 30, 2003

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

                        Commission File Number 333-67435

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

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

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

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

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

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

         Class                                 Outstanding at November 14, 2003

Common Stock, no par value                                    764,746


Transitional Small Disclosure Format:  Yes ___     No   X

                                        1
<PAGE>2


                           CITIZENS FIRST CORPORATION

                                TABLE OF CONTENTS
                                                                        Page No.
PART I.  FINANCIAL INFORMATION

         ITEM 1.  Financial Statements                                    3-10

         ITEM 2. Management's Discussion and Analysis of
         Financial Condition and Results of Operations                   11-18

         ITEM 3. Controls and Procedures                                    19

PART II.  OTHER INFORMATION

         ITEM 6. Exhibits and Reports on Form 8-K                           20

         Signatures                                                         21

         Exhibits                                                        22-26

                                        2

<PAGE>3


Part 1. Financial Statements
Item 1. Financial Statements
<TABLE>

Citizens First Corporation
Condensed Consolidated Balance Sheets
<CAPTION>

                                                                           (Unaudited)
                                                                      September 30, 2003   December 31, 2002
Assets
<S>                                                                       <C>              <C>
 Cash and due from banks ..............................................   $   5,393,027    $   5,204,747
 Federal funds sold ...................................................            --          8,718,070
                                                                          -------------    -------------

     Cash and cash equivalents ........................................       5,393,027       13,922,817

Available for sale securities (amortized cost
of $19,850,094 as of September 30,
2003; $15,980,411 as of December 31, 2002)
                                                                             19,332,838       16,186,406
Federal Home Loan Bank (FHLB) Stock ...................................         420,900          353,600
Mortgage loans held for sale ..........................................         102,000          305,200
 Loans ................................................................     133,229,215       95,959,056
 Less allowance for loan losses .......................................       1,898,864        1,300,258
                                                                          -------------    -------------
    Net loans .........................................................     131,330,351       94,658,798

 Premises and equipment, net ..........................................       3,537,800        1,840,022
 Interest receivable ..................................................         690,697          651,412
 Other real estate owned ..............................................            --             70,000
 Deferred income taxes ................................................         936,801          335,193
 Goodwill .............................................................         384,243             --
 Other assets .........................................................         149,467          119,681
                                                                          -------------    -------------
    Total assets ......................................................   $ 162,278,124    $ 128,443,129
                                                                          =============    =============

 Liabilities and Stockholders' Equity
 Deposits:
   Demand deposits ....................................................   $  10,747,385    $  11,304,108
   Savings, NOW and money market deposits .............................      50,697,150       34,676,471
   Time deposits ......................................................      71,075,033       59,912,754
                                                                          -------------    -------------
     Total deposits ...................................................     132,519,568      105,893,333
 Federal funds purchased ..............................................          44,008             --
 Securities sold under agreements to repurchase .......................       6,424,171        5,833,512
 Federal Home Loan Bank (FHLB) borrowings .............................      11,000,000        7,000,000
 Long-term debt .......................................................       3,000,000          900,000
 Deferred income taxes ................................................            --             15,231
 Accrued interest and other liabilities ...............................         803,013          962,801
                                                                          -------------    -------------

    Total liabilities .................................................     153,790,760      120,604,877

 Stockholders' equity:
   Common stock, no par value authorized 2,000,000
     shares; issued and outstanding 764,746 and 643,053
     shares, respectively .............................................       8,894,209        7,357,477
   Retained earnings (deficit) ........................................         (65,456)         344,818
   Accumulated other comprehensive income .............................        (341,389)         135,957
                                                                          -------------    -------------

     Total stockholders' equity .......................................       8,487,364        7,838,252
                                                                          -------------    -------------

        Total liabilities
        And stockholders' equity ......................................   $ 162,278,124    $ 128,443,129
                                                                          =============    =============
 See accompanying notes to condensed consolidated financial statements
</TABLE>
                                        3
<PAGE>4
Citizens First Corporation
Condensed Consolidated Statements of Operations
 (Unaudited)

 For the three months ended September 30:   2003         2002
                                           -----        -----

Interest income
  Loans, including fees .............   $1,853,329   $1,468,154
  Federal funds sold ................        3,264        2,551
  Securities ........................      178,051      142,058
  Other .............................        4,225        3,223
                                         ---------   ----------
  Total interest income .............    2,038,869    1,615,986

Interest expense
  Deposits ..........................      654,036      620,314
  Other borrowings ..................      107,594       59,872
                                         ---------   ----------
  Total interest expense ............      761,630      680,186
                                         ---------   ----------

Net interest income .................    1,277,239      935,800

  Provision for loan losses .........       85,000       60,000
                                         ---------   ----------

Net interest income after
  provision for loan losses .........    1,192,239      875,800
                                         ---------   ----------

Non-interest income
  Service charges on deposit accounts      170,025      159,086
  Income from the sale of loans .....      150,811        9,973
  Gain on the sale of securities ....           --       41,084
  Other .............................       68,194       13,283
                                         ---------   ----------
  Total non-interest income .........      389,030      223,426

Non-interest expenses
  Compensation and benefits .........      656,640      371,119
  Net occupancy expense .............       79,949       46,583
  Furniture and equipment expense ...      105,207       58,119
  Professional fees .................       73,991       25,629
  Postage, printing and supplies ....       24,619       19,492
  Processing fees ...................       77,909       56,986
  Advertising .......................       37,322       34,298
  Other .............................      195,570      156,761
                                         ---------   ----------
  Total non-interest expenses .......    1,251,207      768,987
                                         ---------   ----------
Income before income taxes ..........      330,062      330,239
Income tax expense ..................      110,000      112,500
                                         ---------   ----------
Net income ..........................   $  220,062   $  217,739
                                        ==========   ==========

 Basic earnings per common share             $0.30        $0.34

 See accompanying notes to condensed consolidated financial statements.
                                        4
<PAGE>5
Citizens First Corporation
Condensed Consolidated Statements of Operations
 (Unaudited)

 For the nine months ended September 30:     2003          2002
                                            -----         -----

 Interest income
  Loans, including fees .............   $ 5,158,575    $ 4,342,899
  Federal funds sold ................        14,077         17,586
  Securities ........................       467,698        421,730
  Other .............................        11,663         10,168
                                        -----------    -----------
  Total interest income .............     5,652,013      4,792,383

Interest expense
  Deposits ..........................     1,867,601      1,905,618
  Other borrowings ..................       280,438        204,177
                                        -----------    -----------
  Total interest expense ............     2,148,039      2,109,795
                                        -----------    -----------

Net interest income .................     3,503,974      2,682,588

  Provision for loan losses .........     1,728,000        160,000
                                        -----------    -----------

Net interest income after
  provision for loan losses .........     1,775,974      2,522,588
                                        -----------    -----------

Non-interest income
  Service charges on deposit accounts       490,147        388,160
  Income from the sale of loans .....       431,557         20,810
  Gain on the sale of securities ....       144,024        108,454
  Other .............................       171,234         38,870
                                        -----------    -----------
  Total non-interest income .........     1,236,962        556,294

Non-interest expenses
  Compensation and benefits .........     1,916,084      1,098,181
  Net occupancy expense .............       265,735        134,949
  Furniture and equipment expense ...       295,232        180,570
  Professional fees .................       215,006         69,972
  Postage, printing and supplies ....        84,743         50,212
  Processing fees ...................       226,970        164,977
  Advertising .......................       145,549        104,137
  Other .............................       498,142        429,749
                                        -----------    -----------
  Total non-interest expenses .......     3,647,461      2,232,747
                                        -----------    -----------
Income (loss) before income taxes ...      (634,525)       846,135
Income tax expense (benefit) ........      (224,250)       289,510
                                        -----------    -----------
Net income (loss) ...................   $  (410,275)   $   556,625
                                        ============   ===========

 Basic earnings (loss) per common share      $(0.61)         $0.87
 See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>6



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

 For the nine months ended September 30:                2003           2002
                                                        ----           ----

 Balance January 1                                 $7,838,252     $7,066,376
  Net income(loss).............................      (410,275)       556,625
   Issuance of common stock ...................     1,536,732           --
  Other comprehensive income (loss), net of tax      (477,345)         2,856
                                                  -----------    -----------
Balance at end of period ......................   $ 8,487,364    $ 7,625,857
                                                  ===========    ===========

 See accompanying notes to condensed consolidated financial statements.


<TABLE>

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

 For the nine months ended September 30:
                                                                           2003          2002
                                                                           ----          ----

<S>                                                                      <C>          <C>
   Net income(loss) ..................................................   $(410,275)   $ 556,625

   Other comprehensive income(loss), net of tax:
       Unrealized gain (depreciation) on available for sale
       securities, net of income taxes (credit) of $(245,906) and
       $1,471, arising during the period, respectively...............     (477,435)       2,856
                                                                         ----------   ---------
                                                                         $(887,710)   $ 559,481
                                                                         ==========   =========
 See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                        6


<PAGE>7


<TABLE>

 Citizens First Corporation
 Condensed Consolidated Statements of Cash Flows
 (Unaudited)
<CAPTION>

 For the nine months ended September 30:                             2003           2002
                                                                     ----           ----

 Cash flows from operating activities:
<S>                                                            <C>             <C>
 Net income(loss)...........................................   $   (410,275)   $    556,625
 Items not requiring (providing) cash:
   Depreciation and amortization ...........................        230,814         185,639
   Provision for loan losses ...............................      1,728,000         160,000
   Amortization of premiums and discounts on securities ....         88,124           9,593
   Net realized gain on disposition of investment securities       (144,024)       (108,454)
   FHLB stock dividends received ...........................        (11,500)         (8,600)
   Mortgage loans held for sale originated .................    (34,830,728)     (4,152,825)
   Sale of mortgage loans held for sale ....................     35,033,928       5,315,984
Changes in:
   Accrued interest receivable .............................        (39,285)        (23,025)
   Other assets ............................................       (657,140)         57,332
   Interest payable and other liabilities ..................         70,886         455,521
                                                               ------------    ------------
   Net cash provided in operating  activities ..............      1,058,800       2,447,790

 Cash flows from investing activities:
 Net changes in loans ......................................    (38,399,553)     (6,724,285)
 Purchases of premises and equipment .......................     (1,874,200)       (437,006)
 Proceeds from maturities of securities available for sale .     18,004,599       2,654,637
 Proceeds from sales of securities available for sale ......      5,480,565       1,868,094
 Purchase of securities available for sale .................    (27,298,947)     (7,457,350)
 Purchase of mortgage company and title company ............       (398,688)           --
                                                               ------------    ------------
   Net cash used  in investing activities ..................    (44,486,224)    (10,095,910)

 Cash flows from financing activities:
 Net increase in deposits ..................................     26,626,235         289,502
 Net increase in other borrowings ..........................      6,100,000       1,076,541
 Net increase in federal funds purchased and  repurchase ...        634,667       3,120,061
 agreements
 Issuance of common stock ..................................      1,536,732            --
                                                               ------------    ------------

   Net cash provided  in financing activities ..............     34,897,634       4,486,104
                                                               ------------    ------------

 Net decrease in cash and cash equivalents .................     (8,529,790)     (3,162,016)
 Cash and cash equivalents at beginning of period ..........     13,922,817       6,526,769
                                                               ------------    ------------
 Cash and cash equivalents at end of period ................   $  5,393,027    $  3,364,753
                                                               ============    ============

 See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                        7


<PAGE>8


         Notes to Condensed 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 accounting principles generally accepted
         in the United States of America and general practices within the
         banking industry. The condensed consolidated financial statements
         include the accounts of the Company and the Bank. All significant
         intercompany transactions and accounts have been eliminated in
         consolidation.
                  Certain information and note disclosures normally included in
         the Company's annual financial statements prepared in accordance with
         accounting principles generally accepted in the United States of
         America have been condensed or omitted. These condensed consolidated
         financial statements should be read in conjunction with the
         consolidated financial statements and notes thereto included in the
         Company's Form 10-KSB annual report for 2002 filed with the Securities
         and Exchange Commission.
                  The preparation of financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities as of the date of the financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Estimates used in the preparation of the financial
         statements are based on various factors including the current interest
         rate environment and the general strength of the local economy. Changes
         in the overall interest rate environment can significantly affect the
         Company's net interest income and the value of its recorded assets and
         liabilities. Actual results could differ from those estimates used in
         the preparation of the financial statements.
                  The financial information presented has been prepared from the
         books and records of the Company and is not audited. The accompanying
         condensed 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 accounting principles
         generally accepted in the United States of America for complete
         statements.
                  In the opinion of management, all adjustments considered
         necessary for a fair presentation have been reflected in the
         accompanying unaudited financial statements. Results of interim periods
         are not necessarily indicative of results to be expected for the full
         year. Those adjustments consist only of normal recurring adjustments.
         The condensed consolidated balance sheet of the Company as of
         December 31, 2002, has been derived from the audited consolidated
         balance sheet of the Company as of that date.

         (2) Reclassifications
                  Certain reclassifications have been made to the 2002 financial
         statements to conform to the 2003 financial statement presentation.
         These reclassifications had no effect on net earnings.

         (3) Allowance for Loan Losses
                  Activity in the allowance for loan losses for the stated
          periods was as follows:
<TABLE>
<CAPTION>

                                                          September 30,    December 31,
                                                          -------------------------------
                                                            2003              2002
                                                          -------------------------------
<S>                                                       <C>            <C>
Balance, beginning of year ............................   $ 1,300,258    $ 1,195,924
Provision charged to expense ..........................     1,728,000        195,000
Loans charged off, net of recoveries of $12,617 for
   September 30, 2003 and $15,549 for December 31, 2002    (1,129,394)       (90,666)
                                                          -----------    -----------

Balance, September 30, 2003 and December 31, 2002, ....   $ 1,898,864    $ 1,300,258
 respectively                                             ===========    ===========
</TABLE>
                                        8
<PAGE>9
         (4) Stock Option Plans
                  On December 9, 2002, the board of directors adopted the 2002
         Stock Option Plan, which became effective subject to the approval of
         the Company's shareholders at the annual meeting in April 2003. The
         purpose of the plan is to afford key employees an incentive to remain
         in the employ of the Company and its subsidiaries and to use their best
         efforts on its behalf. 120,000 shares of Company common stock have been
         reserved for issuance under the plan.
                  On January 17, 2003, the board of directors adopted the 2003
         Stock Option Plan for Non-Employee Directors, which became effective
         subject to the approval of the Company's shareholders at the annual
         meeting in April 2003. The purpose of the plan is to assist the Company
         in promoting a greater identity of interest between the Company's
         non-employee directors and shareholders, and in attracting and
         retaining non-employee directors by affording them an opportunity to
         share in the Company's future successes. 40,000 shares of common stock
         have been reserved for issuance under the plan.
                  The 2002 Stock Option Plan and the 2003 Stock Option Plan for
         Non-Employee Directors were approved at the Company's Annual Meeting of
         Shareholders on April 17, 2003. As of September 30, 2003, no options
         have been granted under either plan.


         (5) Stock Offering
                  The Company is currently in the process of raising additional
         equity through the sale of additional shares of common stock. The
         Company filed a Registration Statement on Form SB-2 with the Securities
         and Exchange Commission in February 2003 for the offering and sale of
         up to $10,000,000 of shares of the Company's common stock. As of the
         end of September 2003, the Company had completed two closings of the
         offering, resulting in the addition of $1,536,732 in net proceeds from
         the sale of Citizens First Corporation common stock.

         (6) Acquisition of Commonwealth Mortgage and Southern Kentucky Land
             Title
                  On January 2, 2003, the Bank acquired all of the outstanding
         stock of Commonwealth Mortgage of Bowling Green, Inc. and Southern
         Kentucky Land Title, Inc. Commonwealth Mortgage originates 1-4 family
         residential mortgages for sale in the secondary mortgage market, while
         Southern Kentucky Land Title provides title insurance agency services
         for real estate purchase contracts. The purchase price for Commonwealth
         Mortgage and Southern Kentucky Land Title consisted of $400,000 in cash
         plus a deferred contingent purchase price of up to $1,350,000 payable
         upon the combined entities' achievement of specified annual earnings
         targets over a five year period, plus 25% of the amount, if any, by
         which their earnings exceed such targets. 25% of the deferred purchase
         price will be paid by the issuance of the Company's common stock,
         valued at the average of the closing sales price of the stock over the
         last ten trading days of the applicable calendar year. At the Company's
         option, an additional 25% of such deferred purchase price, if any, may
         be paid in shares of the Company's common stock. The deferred
         contingent purchase price will be accounted for as additional purchase
         price at the time the contingency is resolved. The Bank also purchased
         the .2 acre site on which the main office of Commonwealth Mortgage is
         located for a purchase price of $272,500 in cash. Goodwill recognized
         in this transaction amounted to $380,000, all of which was assigned to
         the Bank.

                  The acquisition of Commonwealth Mortgage and Southern Kentucky
         Land Title was completed to give the Bank an expanded presence in the
         local mortgage origination market, to further expand the Bank's
         customer service offerings, and to supplement the Bank's non-interest
         fee income.

         (7) Regulatory Proceedings
                  As of September 30, 2003, the Bank had implemented several
         steps included in the informal agreement between the Bank and its
         primary regulators intended to improve the Bank's performance. These
         steps included refining and refocusing the Bank's credit risk analysis,
         underwriting, monitoring and evaluation functions. The Bank also
         implemented comprehensive loan review procedures that provide for
         strengthened independent risk analysis of the loan portfolio and
         include a review of the lending authority of
                                        9
<PAGE>10

         each loan officer and loan committee, as well as address staffing
         requirements, particularly in the area of loan administration.
         Management of the Bank continued to review, reevaluate and implement
         its long range strategic plans for improving the operating performance,
         maintaining adequate capital levels and improving the liquidity
         position of the Bank. The agreement requires the Bank to maintain a
         leverage ratio of 7% throughout the term of the agreement.
                                        10
<PAGE>11



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

         General
                  The Company was incorporated under the laws of the
         Commonwealth of Kentucky on December 24, 1975 for the purpose of
         conducting business as an investment club, and is headquartered in
         Bowling Green, Kentucky. In late 1998 and early 1999, the Company filed
         the appropriate regulatory applications and received regulatory
         approval to become a bank holding company under the Bank Holding
         Company Act of 1956, as amended, through its organization and ownership
         of its only subsidiary, the Bank. On February 17, 1999, the Company
         completed the initial public offering for the sale of 536,667 shares of
         its no par value common stock. The proceeds of the sale of the stock
         were used to pay start up expenses, liquidate short-term borrowings,
         and capitalize the Bank. The Bank opened for business on February 18,
         1999.
                  The Company follows a corporate strategy that focuses on
         providing the Bank's customers with high quality, personal banking
         services. The Bank offers a range of products designed to meet the
         needs of its customers that include individuals, small businesses,
         partnerships and corporations.
                  The Bank offers a full range of deposit services. Checking
         account services include regular non-interest bearing checking accounts
         as well as interest bearing negotiable order of withdrawal ("NOW")
         accounts. Savings and certificate of deposit accounts include accounts
         ranging from a daily maturity (regular savings and also money market
         accounts) to longer term certificates as authorized by law. In
         addition, retirement accounts such as IRA's (Individual Retirement
         Accounts) are available. All deposit accounts are insured by the
         Federal Deposit Insurance Corporation to the full amount permitted by
         law. Deposit accounts are solicited from individuals, businesses,
         professional organizations and governmental authorities.
                  Lending services include a full range of commercial, personal,
         and mortgage loans. The Bank's primary lending focus is on business
         lending. The types of commercial loans that are available include both
         secured and unsecured loans for working capital (including inventory
         and receivables), business expansion (including acquisition of real
         estate and improvements) and purchase of machinery and equipment. The
         types of personal loans that are available include secured and
         unsecured loans for such purposes as financing automobiles, home
         improvements, education and personal investments. The Bank originates,
         processes and closes residential real estate loans that are then
         usually sold on the secondary market (each individually) to a
         correspondent.
                  The Bank offers credit cards (through correspondent banking
         services) including MasterCard(TM) and Visa(TM) as well as a personal
         checking account related line of credit. The line of credit is
         available for both protection against unexpected overdrafts and also
         for the convenience of having a pre-arranged loan that can be activated
         simply by a check drawn on a personal checking account. Other services
         offered include, but are not limited to, safe deposit boxes, letters of
         credit, travelers checks, direct deposit of payroll, social security
         and dividend payments and automatic payment of insurance premiums and
         mortgage loans. The Bank does not have a proprietary automated teller
         machine but participates in a national ATM network through the FiServ
         EFT network and then through the Visa Debit Card Program.
                  The Bank operates in four full-service locations, and one
         mortgage origination company which is operating as a division of the
         Bank. The main office and two full-service branches are located in
         Bowling Green, Kentucky. A third full-service branch, currently
         operating in a temporary facility, is located in Franklin, Kentucky.
         The main office is located at 1805 Campbell Lane, the first branch
         office, which opened on March 22, 1999, is located at 901 Lehman Avenue
         and the second branch office, which opened February 27, 2003, is
         located at 2451 Industrial Drive. The Franklin branch opened for
         business as a loan production office during January 2003 and, following
         receipt of regulatory approval, was converted to a full service branch
         in May 2003. Commonwealth Mortgage of Bowling Green, a mortgage
         origination company, and Southern Kentucky Land Title were purchased by
         the Bank on January 2, 2003 and operate at 1301 US Highway 31W Bypass
         in Bowling Green, Kentucky.
                                        11

<PAGE>12
         Application of Critical Accounting Policies

                  The Company's consolidated financial statements are prepared
         in accordance with accounting principles generally accepted in the
         United States and follow general practices within the financial
         services industry. The most significant accounting policies followed by
         the Company are presented in Note 1 to the consolidated financial
         statements in the Company's Form 10-KSB annual report for 2002 filed
         with the Securities and Exchange Commission. These policies, along with
         the disclosures presented in the other financial statement notes and in
         this financial review, provide information on how significant assets
         and liabilities are valued in the financial statements and how those
         values are determined. Based on the valuation techniques used and the
         sensitivity of financial statement amounts to the methods, assumptions,
         and estimates underlying those amounts, management has identified the
         determination of the allowance for loan losses to be the accounting
         area that requires the most subjective or complex judgments, and as
         such could be most subject to revision as new information becomes
         available.

                  The allowance for loan losses represents management's estimate
         of probable credit losses inherent in the loan portfolio. Determining
         the amount of the allowance for loan losses is considered a critical
         accounting estimate because it requires significant judgment and the
         use of estimates related to the amount and timing of expected future
         cash flows on impaired loans, estimated losses on loans based on
         historical loss experience, and consideration of current economic
         trends and conditions, all of which may be susceptible to significant
         change.

                  The loan portfolio also represents the largest asset type on
         the consolidated balance sheet. Note 1 to the consolidated financial
         statements in the Company's Form 10-KSB annual report for 2002 filed
         with the Securities and Exchange Commission describes the methodology
         used to determine the allowance for loan losses, and a discussion of
         the factors driving changes in the amount of the allowance for loan
         losses is included under Asset Quality below.

                  Loans that exhibit probable or observed credit weaknesses are
         subject to individual review. Where appropriate, reserves are allocated
         to individual loans based on management's estimate of the borrower's
         ability to repay the loan given the availability of collateral, other
         sources of cash flow and legal options available to the Company.
         Included in the review of individual loans are those that are impaired
         as provided in SFAS No. 114, "Accounting by Creditors for Impairment of
         a Loan." The Company evaluates the collectibility of both principal and
         interest when assessing the need for a loss accrual. Historical or
         industry loss rates are applied to other loans not subject to reserve
         allocations. These historical or industry loss rates may be adjusted
         for significant factors that, in management's judgment, reflect the
         impact of any current conditions on loss recognition. Factors which
         management considers in the analysis include the effects of the
         national and local economies, trends in the nature and volume of loans
         (delinquencies, charge-offs and nonaccrual loans), changes in mix,
         asset quality trends, risk management and loan administration, changes
         in internal lending policies and credit standards, and examination
         results from bank regulatory agencies and our internal credit
         examiners.

                  An unallocated reserve is maintained to recognize the
         imprecision in estimating and measuring loss when evaluating reserves
         for individual loans or pools of loans. Reserves on individual loans
         and historical or industry loss rates are reviewed quarterly and
         adjusted as necessary based on changing borrower and/or collateral
         conditions and actual collection and charge-off experience.

                  The Company has not substantively changed any aspect of its
         overall approach in the determination of the allowance for loan losses.
         There have been no material changes in assumptions or estimation
         techniques as compared to prior periods that impacted the determination
         of the current period allowance.

                  Based on the procedures discussed above, management is of the
         opinion that the reserve of $1,898,864 was adequate, but not excessive,
         to absorb estimated credit losses associated with the loan portfolio at
         September 30, 2003.
                                        12
<PAGE>13
                  We have a deferred tax asset of approximately $937,000. We
         evaluate this asset on a quarterly basis. To the extent we believe it
         is more likely than not that it will not be utilized, we establish a
         valuation allowance to reduce its carrying amount to the amount we
         expect to be realized. At September 30, 2003, there is no valuation
         allowance established. The deferred tax asset will be utilized as we
         are profitable or as we carry back tax losses to periods in which we
         paid income taxes. The estimate of the realizable amount of this asset
         is a critical accounting policy.

         Results of Operations
                  For the three months ended September 30, 2003, the Company
         reported net income of $220,062, or $0.30 per common share, compared to
         net income of $217,739, or $0.34 per common share, for the same period
         ended September 30, 2002.

                  For the nine months ended September 30, 2003, the Company
         reported a net loss of $(410,275), or $(0.61) per common share,
         compared to net income of $556,625, or $0.87 per common share, for the
         same period ended September 30, 2002.

         Net Interest Income
                  Net interest income was $1,277,239 in the third quarter of
         2003, compared with $935,800 in the comparable period in 2002. Third
         quarter 2003 interest income of $2,038,869, an increase of $422,883 or
         26.2% over the same period in 2002, includes $1,853,329 income on
         loans, $178,051 income on securities, and $7,489 income on federal
         funds sold and other interest-bearing accounts. Interest income of
         $1,615,986 during the third quarter of 2002 included $1,468,154 of
         income on loans, $142,058 income on investment securities, and $5,774
         income on federal funds sold and other interest-bearing accounts.
         Interest expense of $761,630 for the third quarter of 2003, up $81,444
         or 12.0% from the same period in 2002, consists of interest on deposits
         of $654,036, and on other borrowings of $107,594. Third quarter 2002
         interest expense of $680,186 consisted of interest on deposits of
         $620,314, and interest on other borrowings of $59,872. The growth of
         the balance sheet, particularly loans and deposits, from the third
         quarter of 2002 to the same period in 2003, coupled with the drop in
         the cost of interest-bearing liabilities, offset by the drop in yields
         on interest earning assets, contributed to the increase in net interest
         income. The drop in both the cost of interest-bearing liabilities and
         the yield on interest-earning assets in the third quarter of 2003,
         compared to the same period in 2002, was primarily due to the continued
         repricing of loans and deposits of the Bank after the reduction of
         short-term interest rates by the Federal Reserve Bank during 2001 of
         475 basis points, and the reduction of another 50 basis points during
         the fourth quarter of 2002, and 25 basis points during the second
         quarter of 2003. 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 2001, the fourth
         quarter of 2002 and the second quarter of 2003, more of the Bank's
         interest earning assets, primarily loans, reprice down faster than do
         the liabilities, specifically certificates of deposit, which provide
         the funding for the assets.
                  Net interest income was $3,503,974 for the nine months ended
         September 30, 2003, an increase of $821,386 or 30.6% over the total of
         $2,682,588 for the same period of 2002. Interest income of $5,652,013
         for the first nine months of 2003 included $5,158,575 income on loans,
         $467,698 income on investment securities, and $25,740 income on federal
         funds sold and other interest-bearing accounts. Total interest income
         of $4,792,383 for the first nine months of 2002 consisted of $4,342,899
         income on loans, $421,730 income on investment securities, and $27,754
         income on federal funds sold and other interest-bearing accounts.
         Interest expense for the first nine months of 2003 totaled $2,148,039,
         and included $1,867,601 interest on deposits, and $280,438 expense on
         other borrowings. The comparable period of 2002 had interest expense of
         $2,109,795, of which $1,905,618 was interest on deposits, and $204,177
         was expense on other borrowings.

         Provision for Loan Losses
                  The provision for loan losses expense for the three months
         ended September 30, 2003, was $85,000, an increase of $15,000 over the
         total of $60,000 for the same quarter of 2002.
                                        13
<PAGE>14
                  The provision for loan losses expense was $1,728,000 for the
         first nine months of the year, compared to $160,000 for the same period
         of 2002, an increase of $1,568,000. Of this increase, $1,087,000 was
         specifically allocated during the second quarter of 2003 for three
         loans to one borrower, totaling $1,675,000, that are further discussed
         in the Asset Quality section of this report.. As the result of a
         periodic regulatory examination of the Bank which concluded in July
         2003, the provision was also specifically increased $229,050 for two
         potential problem loans, totaling $49,000 and $1,478,000, respectively,
         which are not included in the non-performing loan total at September
         30, 2003.


         Non-Interest Income
                  Non-interest income for the three months ended September 30,
         2003 and 2002, respectively, was $389,030 and $223,426, an increase of
         $165,604 or 74.1%. Income from service charges on deposit accounts
         increased $10,939, or 6.9%, from $159,086 during the third quarter of
         2002 to $170,025 for the third quarter of 2003. The increase is
         primarily attributable to growth in accounts subject to service
         charges. Income from the sale of secondary market loans increased
         $140,838, from $9,973 during the third quarter of 2002 to $150,811 for
         the same period of 2003. The growth in income from the sale of
         secondary market loans is associated with the acquisition of
         Commonwealth Mortgage of Bowling Green, Inc., during the first quarter
         of 2003. Non-interest income for the third quarter of 2002 includes a
         gain of $41,084 from the sale of investment securities.
                  Non-interest income for the nine months ended September 30,
         2003 and 2002, respectively, was $1,236,962 and $556,294, an increase
         of $680,668 or 122.4%. Service charges on deposit accounts comprised
         the largest part of non-interest income for both nine-month time
         periods, totaling $490,147 and $388,160 for 2003 and 2002,
         respectively. Income from the sale of secondary market loans increased
         to $431,557 for the first nine months of 2003, from $20,810 for the
         same period of 2002. Gains from the sale of investment securities
         during the first nine months of 2003 totaled $144,024, compared to
         $108,454 for the first nine months of 2002.

         Non-Interest Expense
                  Non-interest expense was $1,251,207 in the third quarter of
         2003, up from $768,987 in the same quarter of 2002, an increase of
         $482,220 or 62.7%. The initiatives designed to better service our
         customers, including the opening of full service branches in Bowling
         Green and Franklin, Kentucky, and the acquisition of a mortgage
         origination company, accounted for $307,651 of the increase in
         non-interest expense during the third quarter of 2003, compared to the
         same period of 2002.
                  For the nine months ended September 30, 2003 and 2002,
         respectively, non-interest expense was $3,647,461 and $2,232,747, an
         increase of $1,414,714, or 63.4%. The non-interest expense associated
         with the two new branches and the mortgage origination company
         accounted for $884,232 of the increase during the first nine months of
         2003.

         Income Taxes
                  Income tax expense or credit has been calculated based on the
         Company's expected annual rate for 2003. During the third quarter of
         2003, income tax expense totaled $110,000, compared to expense of
         $112,500 for the same period of 2002. For the nine months ended
         September 30, 2003, the income tax credit totaled $(224,250), compared
         to expense of $289,510 for the same period of 2002. Deferred tax
         liabilities and assets are recognized for the tax effects of
         differences between the financial statement and tax bases of assets and
         liabilities.

                                        14

<PAGE>15

         Balance Sheet Review

         Overview
                  Total assets at September 30, 2003 were $162,278,124, up from
         $128,443,129 at December 31, 2002 and up from $110,321,755 a year ago.
         Average total assets for the third quarter of 2003 were $160,607,744,
         up $54,461,903 from the third quarter of 2002 average of $106,145,841.

         Loans
                  At September 30, 2003 loans (excluding mortgage loans held for
         sale) totaled $133,229,215, compared with $95,959,056 at December 31,
         2002 and $91,367,416 a year ago, an increase of $37,270,159 and
         $41,861,799 respectively. This increase is attributable primarily to
         loans generated by the branch opened during the first quarter of 2003
         in Franklin, Kentucky, and adjustable rate mortgage loans generated by
         Commonwealth Mortgage, which are retained in the Bank's portfolio.
         Loans averaged $130,241,409 during the third quarter of 2003, an
         increase of $40,291,584 or 44.8%, over the average total of $89,949,825
         for the third quarter of 2002.

         Asset Quality
                  The allowance for loan losses was $1,898,864 at September 30,
         2003, an increase of $598,606, or 46.0% over the December 31, 2002
         level of $1,300,258. The allowance represents 1.43% of period-end
         loans, compared to 1.36% of period-end loans at December 31, 2002.
                  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 $566,000 at September 30, 2003,
         compared to $115,000 at December 31, 2002 and $123,000 at September 30,
         2002. Included in the non-performing loan total at September 30, 2003
         is the remaining portion, totaling $520,000, of three loans to one
         borrower, that were placed on non-accrual status during the second
         quarter of 2003. The three loans, originally totaling $1,675,000, are
         secured by substantially all the assets of the borrower and the
         guaranties of three individuals, a limited partnership and a limited
         liability company. During the third quarter, $1,043,050 of these loans
         was charged off, and, prior to the charge-off, approximately $112,000
         was paid against the balance of the loans. The borrower's assets
         consist primarily of interests in two energy related properties located
         in Texas and Louisiana. During the second quarter of 2003 the borrower
         advised the Company that one of the properties had failed to produce
         any revenue, was unlikely to ever produce revenue and that the
         property's value was now negligible, and further that the revenue from
         the second property was expected to be minimal. The borrower terminated
         its operations during the second quarter. Also included in non-
         performing loans is one loan for $35,000, which was placed on non-
         accrual status during the second quarter of 2003, secured by a second
         mortgage on residential real estate. The borrower filed for bankruptcy
         protection during the second quarter of 2003. The remaining $11,000 of
         non-performing loans consists of one loan accruing but past due over
         90 days.
                  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 $566,000 at the end of the third quarter of
         2003, comprised of the above mentioned non-performing loans. The Bank
         had non-performing assets of $185,000 at December 31, 2002, comprised
         of $115,000 of non-performing loans, and other real estate owned of
         $70,000.
                                        15
<PAGE>16
                  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 Bank 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.

         Securities
                  Securities (all classified as available for sale) increased
         from $16,186,406 at December 31, 2002 to $19,332,838 at September 30,
         2003. At September 30, 2002 securities totaled $13,238,425.

         Deposits and Borrowed Funds
                  Total deposits averaged $131,791,552 in the third quarter of
         2003, an increase of $43,875,210 from the comparable 2002 third quarter
         average of $87,916,342. As of September 30, 2003, total deposits were
         $132,519,568, and included $121,772,183 of interest bearing deposits.
         This compares to total deposits of $105,893,333 at December 31, 2002,
         which included $94,589,225 of interest bearing deposits. Total deposits
         at September 30, 2002 were $88,180,330, and included interest bearing
         deposits of $78,598,292.
                  The Bank had $6,424,171 of deposits secured by securities sold
         under agreements to repurchase on September 30, 2003. These
         obligations, which mature in one business day, are swept daily from
         customers' demand deposit accounts. These balances averaged $6,393,812
         during the third quarter of 2003.
                  At September 30, 2003, the Company had established Federal
         Funds lines of credit totaling $8,950,000 with four correspondent
         banks. The Company successfully applied for membership in the
         Cincinnati Federal Home Loan Bank during 2000, in order to be able to
         obtain advances and lines of credit from the FHLB. At September 30,
         2003, the Bank had three outstanding FHLB advances totaling
         $11,000,000. The first FHLB advance, which was issued December 19,
         2001, matures March 19, 2004 and has a fixed interest rate of 4.04%.
         The second FHLB advance, which was issued May 2, 2003, matures May 2,
         2005 and has a fixed interest rate of 1.90%. The third FHLB advance,
         which was issued June 9, 2003, matures June 6, 2006, and has a fixed
         interest rate of 2.03%. The Bank has a pre-arranged borrowing limit
         with the FHLB that is collateralized by 150% of unpaid principal
         balances of eligible 1-4 family residential mortgage loans. At
         September 30, 2003, the Bank had available collateral to borrow an
         additional $9.8 million from the FHLB.
                  In 2001, the Company executed a credit agreement with a
         correspondent bank for the purpose of injecting capital into the Bank.
         During the third quarter of 2003, the Company borrowed $700,000,
         bringing total outstanding debt under the credit agreement to the total
         availability of $3,000,000. The current rate on the loan, which is
         repriced annually during June at one-year LIBOR plus 275 basis points,
         is 3.78%. The stock of the Bank is pledged as collateral for the loan.

         Capital Resources and Liquidity
                  The Board of Governors of the Federal Reserve System has
         adopted risk based capital and leverage ratio requirements for banks
         and bank holding companies. The table below sets forth the Bank's
         capital ratios as of September 30, 2003, December 31, 2002 and
         September 30, 2002; the regulatory minimum capital ratios; and the
         regulatory minimum capital ratios for well-capitalized companies:
                                        16

<PAGE>17
<TABLE>
<CAPTION>

                                                   September 30,            December 31,            September 30,
                                                      2003                      2002                      2002
                                                     -----                      ----                      ----

<S>                                                   <C>                      <C>                       <C>
         Tier 1 risk based ...........                 8.71%                    9.01%                     9.27%
              Regulatory minimum .....                 4.00                     4.00                      4.00
              Well-capitalized minimum                 6.00                     6.00                      6.00
         Total risk based ............                 9.97%                   10.26%                    10.52%
              Regulatory minimum .....                 8.00                     8.00                      8.00
              Well-capitalized minimum                10.00                    10.00                     10.00
         Leverage ....................                 7.11%                    7.75%                     8.01%
              Regulatory minimum .....                 4.00                     4.00                      4.00
              Well-capitalized minimum                 5.00                     5.00                      5.00
</TABLE>


         The table below sets forth the Company's ratios as of September 30,
         2003, December 31, 2002 and June 30, 2002; the regulatory minimum
         capital ratios; and the regulatory minimum capital ratios for
         well-capitalized companies:

<TABLE>
<CAPTION>

                                                      September 30,           December 31,             September 30,
                                                      2003                      2002                      2002
                                                     -----                      ----                      ----


<S>                                                 <C>                         <C>                       <C>
         Tier 1 risk based ...........                 6.45%                      7.83%                     8.27%
              Regulatory minimum .....                 4.00                       4.00                      4.00
              Well-capitalized minimum                 6.00                       6.00                      6.00
         Total risk based ............                 7.70%                      9.08%                     9.52%
              Regulatory minimum .....                 8.00                       8.00                      8.00
              Well-capitalized minimum                10.00                      10.00                     10.00
         Leverage ....................                 5.26%                      6.76%                     7.04%
              Regulatory minimum .....                 4.00                       4.00                      4.00
              Well-capitalized minimum                 5.00                       5.00                      5.00
</TABLE>


                  All the capital ratios have decreased from December 31, 2002
         to September 30, 2003, as the rate of growth of risk-weighted and
         average quarterly assets has been higher than the growth of total
         equity. All ratios for the Bank fall within the minimum capital ratios
         for well-capitalized companies as of September 30, 2003, with the
         exception of the total risk based ratio, which measures 9.97% compared
         to a well-capitalized minimum ratio of 10.00%. Included in equity at
         third quarter end 2003 are the net proceeds, totaling $511,164, from
         the sale of 42,068 shares of common stock of the Company on September
         30, 2003.
                  The Company's capital ratios have decreased from December 31,
         2002. At September 30, 2003, the tier 1 risk based and the leverage
         ratio exceeded well-capitalized minimum levels. The total risk based
         ratio at September 30, 2003 falls below the regulatory minimum, due to
         the increase in period end loan balances that offset the net proceeds
         of $511,164 from the sale of Company common stock during the third
         quarter of 2003. Management anticipates that the sale of more Company
         common stock during the fourth quarter, will result in an improved
         total risk based capital ratio at the end of the third quarter of 2003.
         See Note 5 of the Notes to the Condensed Consolidated Financial
         Statements.
                   If the the Company does not raise sufficient capital in the
         offering, which is scheduled to be completed in November 2003, the
         Company will be required to consider alternative measures to improve
         the Company's and the Bank's capital ratios, such as slowing or
         reducing loan growth, or raising capital through the issuance of
         preferred stock or trust preferred securities. Increased borrowings or
         trust preferred securities will have immediate interest costs, which
         will have an adverse impact on earnings, although they may require a
         lower internal rate of return on equity than common stock. To the
         extent they are floating or variable rate, the future cost of
         additional borrowings or trust preferred securities may increase over
         time, while the cost of equity will remain fixed.
                                        17
<PAGE>18
                   Throughout the term of the regulatory agreement between the
         Bank and its primary regulators, the Bank is required to maintain a
         minimum Tier 1 capital to total assets ratio of 7%. In the event that
         we are unable to obtain additional capital for the Bank on a timely
         basis, the growth of the Company and the Bank may be curtailed, and we
         may be required to reduce our level of assets in order to maintain
         compliance with regulatory capital requirements. Under those
         circumstances, net income and the rate of growth of net income may be
         adversely affected. If adequate capital is not available, the Company
         and the Bank will be subject to an increased level of regulatory
         supervision.
                  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.
                  Liquidity is the measure of the Bank's ability to fund
         customer's needs for borrowings and deposit withdrawals. In the third
         quarter of 2003, the Company's principal source of funds has been the
         acquisition of customers' deposits, repayment of loans, and other funds
         from bank operations, as was the case for the third quarter of 2002.

         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.

                                        18
<PAGE>19


ITEM 3. CONTROLS AND PROCEDURES


As of September 30, 2003, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on and as of the time of such evaluation, the Company's management, including
the Chief Executive Officer and Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of September 30,
2003, in timely alerting them to material information relating to the Company
required to be included in the Company's periodic filing with the Securities and
Exchange Commission. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect internal
controls subsequent to the time of such evaluation.

                                        19


<PAGE>20


         Part II - Other Information

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


                (b) Reports on Form 8-K during the quarter ended September 30,
                 2003.
                 Form 8-K filed on August 1, 2003 reporting an Item 7 and
                 furnishing an Item 12 event (the press release for second
                 quarter earnings).

                                        20

<PAGE>21



   SIGNATURES


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


                           CITIZENS FIRST CORPORATION



Date:    November 14, 2003                    /s/ Mary D. Cohron
                                              ------------------

                                                  Mary D. Cohron
                                           President and Chief Executive Officer
                                              (Principal Executive Officer)



         November 14, 2003                   /s/ Bill D. Wright
                                             ------------------
                                                 Bill D. Wright
                                      Vice-President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                        21

<PAGE>22


EXHIBITS

3.1      Restated Articles of Incorporation of Citizens First Corporation
         (incorporated by reference to Exhibit 3.1 of the Company's Registration
         Statement on Form SB-2 (No. 333-103238)).

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. 333-103238)).

11       Statement re: Computation of per share earnings

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act.

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

                                        22