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 March 31, 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 May 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                                    3-7

         ITEM 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             8-11

PART II.  OTHER INFORMATION

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

         Signatures                                                        13

         Exhibits                                                       14-15
<PAGE>




                  Part I - Financial Information

Item 1. Financial Statements


<TABLE>


Consolidated Balance Sheets
 (Unaudited)

<CAPTION>

                                                                              March 31, 2001  December 31, 2000
Assets
<S>                                                                           <C>             <C>
 Cash and due from banks ..................................................   $  2,750,386    $  2,764,577
 Federal funds sold .......................................................      3,000,000       1,475,000
                                                                              ------------    ------------

     Cash and cash equivalents ............................................      5,750,386       4,239,577

Securities available for sale (amortized cost of $7,418,716 as of March 31,
2001; $6,938,720 as of December 31, 2000)
                                                                                 7,528,158       7,025,918
Federal Home Loan Bank (FHLB) Stock .......................................        101,300          97,700
Mortgage loans held for sale ..............................................        243,000         324,000

 Loans ....................................................................     65,948,796      60,989,423
 Less allowance for loan losses ...........................................        962,157         822,344
                                                                              ------------    ------------
    Net loans .............................................................     64,986,639      60,167,079

 Premises and equipment, net ..............................................      1,434,693       1,484,981
 Interest receivable ......................................................        639,122         590,559
 Other real estate owned ..................................................        297,000            --
 Other assets .............................................................        200,971         142,656
                                                                              ------------    ------------
    Total assets ..........................................................   $ 81,181,269    $ 74,072,470
                                                                              ============    ============


 Liabilities and Stockholders' Equity
 Deposits:
   Demand deposits ........................................................   $  6,496,408    $ 11,165,129
   Savings, NOW and money market deposits .................................     15,222,564       9,043,950
   Time deposits ..........................................................     47,952,325      42,307,033
                                                                              ------------    ------------
   Total deposits .........................................................     69,671,297      62,516,112

 Securities sold under agreements to repurchase ...........................      2,332,627       2,358,160
 Federal Home Loan Bank (FHLB) borrowings .................................      1,924,000       1,924,000
 Deferred income taxes ....................................................         76,385          29,647
 Accrued interest and other liabilities ...................................        554,730         572,325
                                                                              ------------    ------------

    Total liabilities .....................................................     74,559,039      67,400,244

 Stockholders' equity:
   Preferred stock, no par value authorized 500 shares; issued
   and outstanding 0 and o, 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 earnings ......................................................       (807,478)       (742,802)
    Accumulated other comprehensive income ................................         72,231          57,551
                                                                              ------------    ------------

    Total stockholders' equity ............................................      6,622,230       6,672,226
                                                                              ------------    ------------

    Total liabilities
      and stockholders' equity ............................................   $ 81,181,269    $ 74,072,470
                                                                              ============    ============

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



<TABLE>

Consolidated Statements of Income
 (Unaudited)

<CAPTION>

 For the three months ended March 31:                                  2001          2000
                                                                      -----          ----

 Interest income
<S>                                                               <C>            <C>
  Loans, including fees .......................................   $ 1,443,506    $ 790,630
  Federal funds sold ..........................................        13,157       37,369
  Securities available for sale ...............................       139,750       95,352
  Other .......................................................         3,006        2,567
                                                                  -----------    ---------
  Total interest income .......................................     1,599,419      925,918

Interest expense
  Deposits ....................................................       870,781      454,314
  Other short-term borrowings .................................        57,263       11,372
                                                                  -----------    ---------
  Total interest expense ......................................       928,044      465,686
                                                                    ---------    ---------

Net interest income ...........................................       671,375      460,232

  Provision for loan losses ...................................       173,500       88,500
                                                                     ---------   ---------

Net interest income after
  provision for loan losses ...................................       497,875      371,732
                                                                     ---------   ---------


Non-interest income
  Service charges on deposit accounts .........................        55,928       35,943
  Income from the sale of loans ...............................        12,112        1,586
  Gains (losses) on sales of securities available for sale, net          --         (6,700)
  Other .......................................................         8,676        5,147
                                                                     ---------    ---------
  Total non-interest income ...................................        76,716       35,976

Non-interest expenses
  Compensation and benefits ...................................       335,363      351,150
  Net occupancy expense .......................................        41,434       38,603
  Furniture and equipment expense .............................        59,019       54,851
  Professional fees ...........................................        22,401       24,958
  Postage, printing and supplies ..............................        12,908       14,375
  Bank franchise and license tax ..............................        24,000       24,356
  Processing fees .............................................        43,728       28,660
  Advertising .................................................        33,006       33,787
  Other .......................................................        70,408       53,301
                                                                    ---------    ---------
  Total non-interest expenses .................................       642,267      624,041
                                                                    ---------    ---------
Income (loss) before income taxes .............................   $   (67,676)   $(216,333)
Income tax expense (benefit) ..................................        (3,000)          --
                                                                    ---------    ---------
Net income (loss) .............................................   $   (64,676)   $(216,333)
                                                                  ============   =========

Diluted earnings (loss) per share .............................   $     (0.10)   $   (0.34)
Basic earnings (loss) per share ...............................   $     (0.10)   $   (0.34)
</TABLE>


See accompanying notes to consolidated financial statements.



<PAGE>




Consolidated Statements of Changes in Shareholders' Equity
 (Unaudited)

 For the three months ended March 31:                     2001          2000
                                                          ----          ----

Balance January 1 ................................   $ 6,672,226    $ 6,848,648
  Net income (loss) ..............................       (64,676)      (216,333)
  Other comprehensive income (loss) net of tax ...        14,680         15,536
  Issuance of common stock .......................          --              --
                                                     -----------    -----------


Balance at end of period .........................   $ 6,622,230    $ 6,647,851
                                                     ===========    ===========

 See accompanying notes to consolidated financial statements.



Consolidated Statements of Comprehensive Income
 (Unaudited)

 For the three months ended March 31:                        2001         2000
                                                             ----         ----

Net income (loss) ...............................        $ (64,676)   $(216,333)

Other comprehensive income,(loss) net of tax:
    Unrealized holding gains on available for sale
        securities arising during the period ....           14,683       15,536
                                                          ---------   ---------
Total other comprehensive income (loss), Net of tax ....    14,683       15,536

                                                          ---------   ---------
Comprehensive income (loss) ..................           $ (49,993)   $(200,797)
                                                         ==========   ==========


 See accompanying notes to consolidated financial statements.

<PAGE>



<TABLE>

 Consolidated Statements of Cash Flows
 (Unaudited)

<CAPTION>

 For the three months ended March 31:                             2001              2000
                                                                  ----              ----

 Cash flows from operating activities:
<S>                                                            <C>             <C>
 Net loss                                                      $ (64,676)       $(216,333)
 Items not requiring (providing) cash:
   Provision for loan losses .............................       173,500           88,500
   Loss on sale of securities available for sale .........          --              6,700
    Amortization of premiums and discounts on securities .       (25,585)          (1,701)
   Depreciation and amortization .........................        66,507           61,482
    FHLB stock dividend received .........................        (3,600)               0
Changes in:
   Accrued interest receivable ...........................       (48,563)        (100,292)
   Mortgage loans held for sale ..........................        81,000          (93,800)
   Prepaid expenses and other ............................      (371,006)          13,699
   Accrued expenses and other liabilities ................        21,580          (47,353)
                                                             -----------       -----------
   Net cash used in operating  activities ................      (170,843)        (289,098)

 Cash flows from investing activities:
 Proceeds from sale of securities available for sale .....             0          493,300
 Proceeds from maturities of securities available for sale     4,831,443        1,831,546
 Purchase of securities available for sale ...............    (5,285,854)      (4,781,640)
 Net originations of loans ...............................    (4,993,060)      (3,353,391)
 Purchases of premises and equipment .....................          (529)               0
                                                             -----------      -----------
   Net cash used in investing activities .................    (5,448,000)      (5,810,185)

 Cash flows from financing activities:
 Net increase in deposits ................................     7,155,185        4,763,341
 Net decrease in repurchase agreements ...................       (25,533)        (344,783)
                                                             -----------      -----------

   Net cash provided by financing activities .............     7,129,652        4,418,558
                                                             -----------      -----------
 Net increase (decrease ) in cash and cash equivalents ...     1,510,809       (1,680,725)
 Cash and cash equivalents at beginning of period ........     4,239,577        5,670,339
                                                             -----------      -----------
 Cash and cash equivalents at end of period ..............   $ 5,750,386      $ 3,989,614
                                                             ===========      ===========


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

         (3) Reclassification of Initial Public Offering Proceeds
               On February 17, 1999 the Company completed the initial public
         offering for the sale of 536,667 shares of its no par value common
         stock. The proceeds from this offering as well as the proceeds from
         common stock outstanding prior to the public offering have been
         reflected as a component of common stock on the balance sheet. These
         amounts were previously reported as a component of additional paid-in
         capital. The reclassification has no impact on equity, net income or
         total assets as of or for the quarter ended March 31, 2001.


         (4) State Corporate Income Taxes
              The Company incurred a state corporate income tax benefit of
         $3,000 for the quarter ended March 31, 2001 that resulted from losses
         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 ended March 31, 2001 based on
         its consolidated results of operations.

         (5) 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 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 March 31, 2001, the Company
         reported a net loss of $64,676, or $0.10 per diluted share, compared to
         a net loss of $216,333, or $0.34 per diluted share, for the same period
         ended March 31, 2000. These results include a loss on the sale of
         securities of $6,700 for the period ending March 31, 2000. Excluding
         this security transaction, and the related tax effect, the net loss
         would have been $209,633 or $0.33 per diluted share for the three month
         period ended March 31, 2000.

         Net Interest Income
                  Net interest income was $671,375 in the first quarter of 2001,
         compared with $460,232 in the comparable period in 2000. First quarter
         2001 interest income of $1,599,419, an increase of $673,501 or 73% over
         the same period in 2000, includes $1,443,506 income on loans, $139,750
         income on investment securities, and $16,163 income on federal funds
         sold and other interest-bearing accounts. Interest income of $925,918
         during the first quarter of 2000 included $790,630 of income on loans,
         $95,352 income on investment securities, and $39,936 income on federal
         funds sold and other interest-bearing accounts. Interest expense of
         $928,044 for the first quarter of 2001 includes interest on deposits of
         $870,781, and $57,263 on other short-term borrowings. First quarter
         2000 interest expense of $465,686 consists of interest on deposits of
         $454,314, and interest on other short-term borrowings of $11,372. The
         growth of the balance sheet, particularly loans and deposits, from the
         first quarter of 2000 to the same period in 2001 contributed
         significantly to the increase of net interest income, offset by the
         lower net interest margin ratio in first quarter 2001 compared to first
         quarter 2000. The lower net interest margin during the first quarter of
         2001 was primarily the result of the reduction by 150 basis points of
         short-term interest rates by the Federal Reserve Bank during the
         quarter.  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 environ-
         ment, such as occurred during the first quarter of 2001, more of the
         Bank's interest earning assets, primarily loans, reprice faster than do
         the liabilities, specifically certificates of deposit, that provide the
         funding for the assets.
<PAGE>

         Non-Interest Income
                  Non-interest income for the three months ended March 31, 2001
         and 2000, respectively, was $76,716 and $35,976, an increase of $40,740
         or 113%. Service charges on deposit accounts comprised the largest part
         of non-interest income for both time periods, totaling $55,928 during
         the first quarter of 2001, and $35,943 for the same period of 2000.
         Non-interest income for the first quarter of 2000 includes a loss of
         $6,700 on the sale of investment securities.

         Non-Interest Expense
                  Non-interest expense was $642,267 in the first quarter of
         2001, up from $624,041 in the same quarter of 2000, an increase of
         $18,226 or 2.9%. The majority of the increase is in data processing
         expense, which increased $15,068, or 52.6%, from $28,660 in 2000 to
         $43,728 in 2001, primarily a result of increased transaction costs as
         deposit account activity continues to grow.

         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 March 31, 2001 were $81,181,269, up from
         $74,072,470 at December 31, 2000, and up from $50,151,901 a year ago.
         Average total assets for the first quarter of 2001 were $76,798,872, up
         $29,366,068 from the first quarter of 2000 average of $47,432,804.

         Loans
                  At March 31, 2001 loans (excluding mortgage loans held for
         sale) totaled $65,948,796 compared with $60,989,423 at December 31,
         2000 and $37,453,619 a year ago. The Bank experienced annualized loan
         growth of 33% from December 31, 2000 to March 31, 2001.
<PAGE>

         Asset Quality
                  The allowance for loan losses was $962,157 at March 31, 2001,
         an increase of $139,813, or 17% over the December 31, 2000 level of
         $822,344. The allowance represents 1.46% of period-end loans, up from
         1.35% of loans as of 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 $535,000 at March 31, 2001, compared
         to $518,000 at December 31, 2000 and none at March 31, 2000. Included
         in the non-performing loan total at March 31, 2001 are two loans,
         totaling $440,000, that were placed on non-accrual status during the
         first quarter of 2001. The remaining $95,000 non-performing loan is
         comprised of one loan, that was non-performing as of the third quarter
         of 2000, and 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 $832,000, comprised of the above mentioned
         non-performing loans and foreclosed real estate of $297,000 at the end
         of the first 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 March 31, 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 for loan losses was $173,500 for the first three
         months 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.
<PAGE>

         Securities Available for Sale
                  Securities (all classified as available for sale) increased
         from $7,025,918 at December 31, 2000 to $7,528,158 at March 31, 2001.
         At March 31, 2000 securities totaled $6,865,301.

         Deposits and Borrowed Funds
                  Total deposits averaged $65,355,465 in the first quarter of
         2001, an increase of $26,141,136 from the comparable 2000 quarterly
         average of $39,214,329. As of March 31, 2001, total deposits were
         $69,671,297, and included $63,174,889 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 March 31, 2000 were $41,893,662, and included interest bearing
         deposits of $39,000,445.
                  The Bank had $2,332,627 of deposits secured by securities sold
         under agreements to repurchase on March 31, 2001. These obligations,
         which mature in one business day, are swept daily from customers'
         demand deposit accounts. These balances averaged $1,855,553 during the
         first three months of 2001.
<PAGE>

         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 March 31, 2001, December 31, 2000 and March 31, 2000; the
         regulatory minimum capital ratios; and the regulatory minimum capital
         ratios for well-capitalized companies:

                                          March 31,    December 31,    March 31,
                                            2001           2000         2000
                                           -----           ----         ----

         Tier 1 risk based ...........        9.57%       10.38%        16.54%
              Regulatory minimum .....        4.00         4.00          4.00
              Well-capitalized minimum        6.00         6.00          6.00
         Total risk based ............       10.82%       11.62%        17.68%
              Regulatory minimum .....        8.00         8.00          8.00
              Well-capitalized minimum       10.00        10.00         10.00
         Leverage ....................        8.08%        8.93%        13.32%
              Regulatory minimum .....        3.00         3.00          3.00
              Well-capitalized minimum        5.00         5.00          5.00

                  The decrease in capital levels 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. Other
         than these sources, the Company anticipates the need to raise
         additional funds to inject as capital into the Bank within the next
         twelve months. 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 first
         three months 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 first quarter of
         2000.
<PAGE>


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

       (b) Reports on Form 8-K
         No reports on Form 8-K were filed during the quarter ended March 31,
         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:    May 14, 2001                      /s/ Mary D. Cohron
                                           ------------------
                                               Mary D. Cohron
                                           President and Chief Executive Officer
                                              (Principal Executive Officer)



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


                                    Exhibits


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

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

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

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

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 corporation'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
        corporation's Form 10-QSB dated June 30,2000).

10.17   First Amendment to Employment Agreement between Citizens First
        Corporation and  Matthew Todd Kanipe.

  11    Statement re: Computation of per share earnings.

<PAGE>