UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549



                                    FORM 10-Q



< X > Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                         COMMISSION FILE NUMBER: 0-2616

                         CONSUMERS FINANCIAL CORPORATION
                             1200 CAMP HILL BY-PASS
                               CAMP HILL, PA 17011

      PENNSYLVANIA                                    23-1666392
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)



      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing such requirements for the past 90 days.

                          Yes    XX         No         



      Indicate the number of shares outstanding of each of the issuer s classes
of common stock, as of the latest practicable date.

                                                        Outstanding at
      Class of Common Stock                               May 1, 1997
          $.01 Stated Value                             2,596,917 shares




                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
                                      INDEX

                                                                              
                                                                           PAGE
PART I.  FINANCIAL INFORMATION                                          NUMBER

Item 1.     Financial Statements:

            Consolidated Balance Sheets -                         
                  March 31, 1997 and December 31, 1996                  3

            Consolidated Statements of Operations -                     
                  Three Months ended March 31, 1997 and 1996            4 - 5

            Consolidated Statements of Cash Flows -                     
                  Three Months Ended March 31, 1997 and 1996            6

            Notes to Consolidated Financial Statements                  7 - 11

Item 2.     Management s Discussion and Analysis of Results of 
            Operations and Financial Condition                          12 - 16


PART II. OTHER INFORMATION

Item 1.     Legal Proceedings                                           17    
                              
Item 2.     Changes in Securities                                       17

Item 3.     Defaults upon Senior Securities                             17    

Item 4.     Submission of Matters to a Vote of Security Holders         17    

Item 5.     Other Information                                           17    
                                    
Item 6.     Exhibits and Reports on Form 8-K                            18 - 19
                  


                         PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS                     
                           
<TABLE>
 <CAPTION>                                                       March 31,1997           December 31,
 (in thousands)                                                   (Unaudited)                1996

 <S>                                                                     <C>                   <C>
 Assets
 Investments:
      Fixed maturities                                               $32,386               $42,618
      Mortgage loans on real estate                                    2,230                 2,286      
      Policy loans                                                                             518
      Other invested assets                                            1,828                 1,866
      Short-term investments                                           4,094                 3,901

           Total investments                                          40,538                51,189

 Cash                                                                    510                   556 
 Accrued investment income                                               664                   731
 Receivables                                                          19,366                20,290
 Prepaid reinsurance premiums                                         15,623                17,338
 Deferred policy acquisition costs                                    16,184                18,949
 Property and equipment                                                2,136                 2,168
 Other real estate                                                     1,120                 1,115
 Other assets                                                          2,869                 2,283

                                                                     $99,010              $114,619
 Liabilities, Redeemable Preferred Stock and
 Shareholders  Equity 
 Liabilities:
      Future policy benefits                                         $23,466               $35,386
      Unearned premiums                                               54,381                56,178
      Other policy claims and benefits                                 2,669                 2,736
      Other liabilities                                                5,394                 5,495      Income taxes:
           Current                                                       806                 1,185
           Deferred                                                       64                   296

                                                                      86,780               101,276

 Redeemable preferred stock:      Series A, 8 1/2% cumulative
           net of treasury stock                                       4,702                 4,693

 Shareholders  equity:
     Common stock                                                         30                    30
     Capital in excess of stated value                                 7,966                 7,966     
     Net unrealized appreciation
           of debt and equity securities                                (304)                   70
      Retained earnings                                                1,287                 2,009
      Treasury stock                                                  (1,451)               (1,425)

                                                                       7,528                 8,650
                                                                     $99,010              $114,619

</TABLE>

                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>

           <CAPTION>                                                                Three Months Ended
                                                                                        March 31,
           (IN THOUSANDS, EXCEPT PER SHARE DATA)                                   1997               1996
            <S>                                                                      <C>                <C> 
                                                                                      
           Revenues:

                Premiums written                                                    $6,194            $7,523
                Decrease (increase) in unearned premiums                             1,797               483

                Gross premium income                                                 7,991             8,006

                Less reinsurance ceded                                               3,009            (3,139)
                Net premium income                                                   4,982             4,867

                Net investment income                                                  601               533
                Net realized investment losses                                         (72)               (1)

                Fees and other income                                                  299               442
                                                                                     5,810             5,841

           Benefits and expenses:
               Death and other benefits                                              3,249             2,878

               Amortization of deferred policy acquisition costs                     2,415             2,496
               Operating expenses                                                    1,056             1,376

                                                                                     6,720             6,750

           Loss from continuing operations before income tax benefit                  (910)             (909)

           Income tax benefit                                                         (431)             (253)

           Loss from continuing operations                                            (479)             (656)


           Discontinued operations:

                Income from operations of discontinued businesses
                   (net of income taxes)                                                                 232

                Loss on disposal of discontinued businesses
                   (net of income taxes)                                              (131)

                                                                                      (131)              232


           Net loss                                                                  ($610)            ($424)

</TABLE>

                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
           <CAPTION>                                                                      Three Months Ended
                                                                                               March 31,

           (IN THOUSANDS, EXCEPT PER SHARE DATA)                                         1997             1996
           <S>                                                                            <C>              <C>


           Per share data:

               Loss from continuing operations                                           ($0.23)          ($0.29)
               Discontinued operations                                                    (0.05)             0.09

               Net loss                                                                  ($0.28)          ($0.20)


               Weighted average number of shares outstanding                               2,609            2,617


           Loss per common share - assuming full dilution                                  *                *
                * Anti-dilutive


           Cash dividends declared per common share                                      None             None


</TABLE>


                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)
<TABLE>
 <CAPTION>(in thousands)                                                     1997                 1996


 <S>                                                                             <C>                 <C>
 Cash flows from operating activities:

      Net loss                                                                 ($610)              ($424)

      Adjustments to reconcile net loss to net
           cash used in operating activities:
                Deferred policy acquisition costs                             (2,185)             (2,363)                
                Amortization of deferred policy                                2,415               2,611
                Other amortization and depreciation                               63                 121
                Change in future policy benefits                                (697)                255
                Change in unearned premiums                                   (1,797)               (483)
                Change in amounts due reinsurers                                 182                 (11)
                Income taxes                                                  (1,149)               (198)
                Change in receivables                                          2,689                 598
                Change in other liabilities                                     (184)               (152)
                Other                                                           (143)               (528)
           Total adjustments                                                    (806)               (150)


      Net cash used in operating activities                                   (1,416)               (574)

 Cash flows from investing activities:
      Purchase of investments                                                 (5,046)             (1,131)<PAGE>
      
      Maturity of investments                                                    574               1,812
      Sale of investments                                                      5,970                 897
      Purchase of property and equipment                                                              (5)

      Net cash provided by investing activities                                1,498               1,573

 Cash flows from financing activities:
      Principal payments on debt                                                                    (165)
      Receipts from universal life and investment                                                  1,422
      Withdrawals on universal life and investment                                                (2,068)
      Purchase of treasury stock                                                 (26)                (45)
      Cash dividends to shareholders                                            (102)               (103)
      Net cash used in financing activities                                     (128)               (959)


 Net increase (decrease) in cash                                                 (46)                 40

 Cash at beginning of period                                                     556                 451

 Cash at end of period                                                          $510                $491


</TABLE>

                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)

1.    GENERAL:
      In the opinion of management, the accompanying unaudited consolidated
      financial statements contain all adjustments (consisting only of normal
      recurring items) necessary to present fairly the Company's consolidated
      financial position as of March 31, 1997 and the consolidated results of
      its operations and changes in its cash flows for the three months ended
      March 31, 1997 and 1996. Certain prior year amounts have been 
      reclassified to conform with classifications used for 1997. Such 
      reclassifications had no impact on operating results.
 
      Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with generally accepted
      accounting principles have been condensed or omitted. These financial
      statements should be read in conjunction with the financial statements 
      and notes thereto included in the Company's 1996 Form 10-K.

      The results of operations for the three months ended March 31, 1997 are
      not necessarily indicative of the results to be expected for the full
      year.

2.    INCOME TAXES:
      Deferred income taxes reflect the net tax effects of temporary 
      differences between the carrying amounts of assets and liabilities for 
      financial reporting purposes and the amounts used for income tax 
      purposes. Significant components of the Company's deferred tax 
      liabilities and assets are as follows (in 000's):
<TABLE>

          <CAPTION>                                         March 31,            December
                                                              1997                  31,
                                                                                   1996 
          <S>                                                   <C>                    <C>
          Deferred tax liabilities:
               Fixed maturities                                                        $33
               Deferred policy acquisition costs             $5,503                  6,366.
               Other                                            377                    359                     
                                                              5,880                  6,758

          Deferred tax assets:
               Future policy benefits and financial           5,031                  5,796
               Net operating loss carry forwards              1,589                  1,589
               Other                                            420                    301
                                                              7,040                  7,686
               Valuation allowance for deferred tax          (1,224)                (1,224)

                                                              5,816                  6,462
          Net deferred tax liability                            $64                   $296

</TABLE>

                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)


2.    INCOME TAXES (CONTINUED):

      Significant components of the provision for income taxes are as follows
      (in 000's):
<TABLE>

               <CAPTION>

                                                              1997               1996
                <S>                                            <C>                <C>

               Current:

                    Federal                                   ($275)              ($93)
                    State                                        29                 18

                    Total current                              (246)               (75)


               Deferred                                        (185)              (178)

               Income tax benefit related
                 to continuing operations                      (431)              (253)

               Income tax expense

                 (benefit) included with
                 discontinued operations:

                     Current                                    (51)               110

                     Deferred                                   (16)                29
                                                                (67)               139

               Total income tax benefit                       ($498)             ($114)

</TABLE>


                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)


2.    INCOME TAXES (CONTINUED):

      A reconciliation of the provision for income taxes and the amount which  
      would have been provided at statutory rates is as follows (in 000's):

<TABLE>
          <CAPTION>                                                        1997              1996

          <S>                                                                  <C>                <C>

          Loss from continuing operations
            before income tax benefit                                       ($910)             ($909)


          Income tax benefit at 34% statutory rate on
               pre-tax loss                                                 ($309)             ($309)
          Dividends received deduction                                         (3)                (7)

          State income taxes                                                   19                 25
          Items not includable for tax purposes                                15                 17
          Other, net                                                         (153)                21


          Actual income tax benefit                                         ($431)             ($253)

</TABLE>

3.    COMMITMENTS AND CONTINGENCIES:

      In connection with the cancellation of a joint venture agreement in 1996,
      the Company has agreed to pay $500,000 in cash to its former joint 
      venture partner at the time the merger with LaSalle Group, Inc. (
      LaSalle) is consummated. In the event the merger with LaSalle is not 
      completed, any payment to the joint venture partner will be determined 
      under a separate calculation as follows: (a) if the Company enters into a 
      transaction similar to the LaSalle transaction in which it is acquired by
      or merged with another entity, the parties have agreed to negotiate a 
      mutually acceptable termination price; (b) if the Company enters into a 
      transaction whereby, as part of a plan to terminate its insurance 
      operations and sell all of its assets, it sells its credit insurance 
      marketing organization to an unrelated third party, the Company has agreed
      to pay its former partner a pro rata share of the proceeds, if any, it 
      receives from the sale of the marketing organization. The Company agreed 
      to make such payments to the joint venture partner as consideration for 
      terminating the venture, which will allow the Company to retain the 
      profits or losses on credit insurance premiums previously reinsured to 
      the partner.


                CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)


3.    COMMITMENTS AND CONTINGENCIES (CONTINUED):

        Reinsured risks would give rise to liability to the insurance 
subsidiaries only in the event that the reinsuring company is unable to 
meet its obligations under the reinsurance agreements in force.

In March 1997, the Company received a demand for arbitration and statement
of claim from a former general agency with whom the Company had a
partnership agreement. The partnership agreement provided that the agency
would market universal life insurance business for the Company, pursuant
to specific criteria established by the Company, and would also be
entitled to a share of the profits, if any, which arose from the business
produced. The claimant is seeking monetary damages to compensate it for
the Company s alleged failure to share profits and for other allege
losses resulting from the Company s rejection of policy applications
involving unacceptable risks. While management believes this claim is
completely without merit and intends to vigorously defend itself in this
matter, the ultimate outcome of this claim cannot be determined at this
time.

In connection with the sale of the business and related operating assets
of Interstate Auto Auction, Inc. in November 1996, the Company provided
the buyer with limited indemnifications with respect to certain potential
environmental liabilities asserted within two years from the closing date.
The Company does not believe that these limited indemnifications will have
a materially adverse effect on the Company s financial position or results
of operations.

Certain claims, suits and complaints arising in the ordinary course of
business have been filed or are pending against the Company or its
subsidiaries. In the opinion of management, based on opinions of legal
counsel, adequate reserves, if deemed necessary, have been established for
these matters and their outcome will not result in a significant effect on
the financial condition or future operating results of the Company or its
subsidiaries. The Company has taken certain income tax positions in
previous years that it believes are appropriate. If such positions were to
be successfully challenged by the Internal Revenue Service, the Company
could incur additional income taxes as well as interest and penalties.
Management believes that the ultimate outcome of any such challenges will
not have a material effect on the Company s financial statements.

CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                   (UNAUDITED)


4.    REINSURANCE:

      The effect of reinsurance on premiums written and earned for the periods
      ended March 31, 1997 and 1996 was as follows:
<TABLE>
          <CAPTION>                     1997                             1996

          (in 000's)          Written           Earned         Written           Earned

          <S>                       <C>              <C>             <C>              <C>
          Direct                $6,468           $8,150          $8,000           $8,508 
          Assumed                  278              392             617              592 

          Ceded                 (1,845)          (3,560)         (3,832)          (4,064)


          Net                   $4,901           $4,982          $4,785           $5,036 

</TABLE>

Ceded benefits incurred through March 31, 1997 and 1996 are $2,550,204 and
$2,936,647, respectively. These losses were deducted in arriving at death
and other benefits and the increase in future policy benefits in the
Consolidated Statements of Operations.

5.    SUBSEQUENT EVENT:

On May 15, 1997, LaSalle informed the Company that it was unlikely that
its original source of funding for the pending merger would be available
by June 15, 1997 and that it is in the process of securing alternative
funding. The Agreement and Plan of Merger, as amended, (the Agreement)
required that LaSalle had to provide, on or before May 15, 1997, the cash
funds or satisfactory evidence of such funds necessary to consummate the
merger. If LaSalle failed to meet this requirement, the Company had the
right to contact and conduct negotiations with other potential purchasers,
and, further, either party was then entitled to terminate the Agreement on
or after June 16, 1997. While LaSalle s financial advisor is confident
that the alternative funding can be completed by June 15, 1997, the
Company intends to exercise its right to renew its search for another
acquiror to protect the Company in the event LaSalle s funding is not
available by June 15.

           ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION

                                    OVERVIEW

The Company reported a net loss for the first quarter of 1997 of $610,000 ($.28
per share) compared to a loss of $424,000 ($.20 per share) in the first three
months of 1996. However, the Company's loss from continuing operations was
$479,000 in 1997 compared to a loss of $656,000 in 1996. The slight improvement
in results from continuing operations is due to higher Federal income tax
benefits in 1997.  Discontinued operations for 1996 include $371,000 in pre-tax
operating profits from the two discontinued segments ($232,000 after taxes). In
1997, the Company reported a $198,000 pre-tax loss ($131,000 after taxes) from
discontinued operations, which arose principally from the unanticipated loss of
$123,000 from the sale of bonds necessary to close the sale of the Company s
individual life insurance business, as discussed below. The Company's remaining
business segment, the Automotive Resource Division, continued to report
operating losses in 1997. The Division's pre-tax operating loss was about level
with the first quarter of 1996, as slightly higher claims were offset by 
reduced operating expenses.

A more detailed discussion of the operating performance of the Automotive
Resource Division and a brief discussion of certain items which affected the 
two discontinued businesses are presented later in this analysis under Results 
of Operations.

The Company's planned merger with LaSalle Group, Inc. is still pending. On 
March 25, 1997, the Company's common shareholders approved the merger 
transaction, which is subject to the approval of insurance regulators in the 
four states in which the Company's insurance subsidiaries are domiciled. 
The regulators are awaiting satisfactory evidence from LaSalle of the cash 
funds necessary to complete the transaction. On May 15, 1997, LaSalle 
disclosed to the Company that it was unlikely that its original source of 
funding for the merger would be available by June 15, 1997 and that it is in 
the process of securing alternate funding. While LaSalle s  financial advisor 
is confident that the alternate funding can be completed by June 15, 1997, the 
Company intends to exercise its right to renew its search for another acquiror 
to protect the Company in the event LaSalle's funding is not available by 
June 15. Further information regarding this matter is presented in Note 5 of 
the Notes to Consolidated Financial Statements appearing elsewhere in this 
Form 10-Q.

The following table compares revenues and operating results for the first three
months of 1997 and 1996.  All amounts relating to the Individual Life Insurance
Division and the Auto Auction Division for 1996 have been presented as
discontinued operations. 

<TABLE>
          <CAPTION>                                            First Quarter

          (in thousands, except per share amounts)           1997          1996
          <S>                                                  <C>          <C>

          Total revenues by source:
               Premiums written                             $4,982        $4,867
               Net investment income                           601           533
               Realized investment losses                      (72)           (1)               
               Fees and other income                           299           442

                                                            $5,810        $5,841

          Pre-tax loss from continuing operations:
               Automotive Resource Division                  ($833)        ($790)
               Other                                            (5)         (118)
                                                              (838)         (908)
               Realized investment losses                      (72)           (1)

          Pre-tax loss from continuing operations             (910)         (909)
          Income tax benefit                                  (431)         (253)

          Loss from continuing operations                     (479)         (656)

          Discontinued operations, net of income              (131)          232
          Net loss                                           ($610)        ($424)


          Income (loss) per common share:
             Loss from continuing operations                ($0.23)       ($0.29)
             Discontinued operations                         (0.05)         0.09 

            Net loss                                        ($0.28)       ($0.20)

</TABLE>


                              RESULTS OF OPERATIONS

The Company's pre-tax operating results can be best understood through an
analysis of each of its three business units. The Automotive Resource Division,
the Company's core business, is now the only continuing business segment. The
Division's principal product is credit insurance, which it markets primarily
through automobile dealers in six key states. It also markets automobile
extended service contracts in a general agency capacity and generates other
revenues from services it provides to its 900 automobile dealer customers. The
Individual Life Insurance Division has not written any new business since 1992.
The Company completed the sale of the Division's remaining block of insurance
business on March 27, 1997. The transaction was effective January 1, 1997. Auto
auction operations were conducted through the Company's subsidiary, Interstate
Auto Action, Inc. until the sale of Interstate's business and related operating
assets in late 1996.    

CONTINUING OPERATIONS - AUTOMOTIVE RESOURCE DIVISION

Credit insurance premium revenues declined 15.6% in the first quarter of 1997
from $7.3 million to $6.2 million. Approximately $500,000 of the decrease was
the result of the cancellation of unprofitable business in the states of North
Carolina and Tennessee during 1996. In addition, numerous accounts in Virginia
and Ohio were also canceled in 1996, resulting in further declines in premium
revenues. The Division's credit insurance premium production remains
significantly below pre-1990 levels due to the declines which occurred during
the economic recession of the early 1990's and the increase in automobile
leasing, for which credit insurance is not generally sold. A consequence of the
decline in written premiums has been a reduction in earned premiums, which in
turn has resulted in a substantial increase in operating expense ratios since
1989. Higher expense ratios have been a key reason for the unprofitable
operating results the Division has experienced in recent years. During 1996, 
the Company lost the endorsement of the Pennsylvania Automotive Association 
which it held since 1987. The loss of the endorsement has thus far had only a 
minimal effect on the Company's premium levels. Although the absence of the 
endorsement is expected to have some additional effect on the Company's 
Pennsylvania premium production in the future, it is not expected to have a 
materially adverse impact on future operating results.<PAGE>
The Division's pre-tax 
operating results for the first quarter of 1997 declined slightly from a $790,
000 loss in 1996 to a loss of $833,000. While increased claims were generally 
offset by reduced expenses, in 1996, the Division reported a $156,000 recovery 
of certain receivables which had been previously written off. In 1997, the 
Division also earned less fee income from its contract to administer another 
company's closed block of credit insurance business. General expenses in both 
periods now include expenses which had previously been allocated to the 
discontinued Individual Life Insurance Division and, to a much
lesser extent, the discontinued Auto Auction Division. While the Division's
expense ratio improved in 1997, the present ratio is still higher than the 
ratio which is required to return the Division to profitability.  As noted 
above, the increased expense ratio compared to the ratio in the late 1980's is 
a key reason for the Division's decline in earnings. Further, as a result of 
the increase in claims in 1997 and 1996, claims ratios must also be reduced in 
order for the Division to report profitable operating results. The Company 
plans to terminate additional unprofitable accounts during the second quarter 
of 1997. 

If the proposed merger with LaSalle is completed, LaSalle's strategy to return
the Company's credit insurance operation to profitability will include
acquisitions of other credit insurance companies and other blocks of credit
insurance business, expansion of the Company's marketing territory and growth 
in existing markets. LaSalle intends to provide additional capital not only to
finance growth but also to build the insurance subsidiaries' capital base in
order to improve the ratings of those companies by insurance rating agencies. 

DISCONTINUED OPERATIONS - INDIVIDUAL LIFE INSURANCE DIVISION

As indicated above, effective January 1, 1997, the Company sold its remaining
block of individual life insurance business. The Company will continue to
administer the business for the purchaser through June 1997 and is receiving an
administrative fee to cover its expenses. In March, the Company sold
approximately $8.3 million in bonds in order to close the transaction and
deliver to the buyer cash and other assets sufficient to cover the policy
liabilities on the business less the buyer's purchase price.  

Those sales resulted in a loss of approximately $123,000, which has been
included with discontinued operations as an additional loss on the disposal of
the business. The after-tax loss on the disposal of 
this discontinued business had originally been estimated to be approximately
$914,000, which was included in the Company's 1996 financial statements.   

DISCONTINUED OPERATIONS - AUTO AUCTION DIVISION

In late 1996, the Company sold the auto auction business and related operating
assets (property and equipment and inventories) of Interstate Auto Auction for
cash of $4.85 million. The Division's pre-tax income for the first three months
of 1996, which excludes any continuing overhead, was $203,000, which has been
presented in the current financial statements as income from discontinued
operations. Approximately $1.7 million of the proceeds from the sale of the 
auto auction business was used to repay the remaining amount due on the 
Company's bank loans. The Company also contributed $1 million of the proceeds to
its principal insurance subsidiary. 

                               FINANCIAL CONDITION

<TABLE>
          <CAPTION>(in thousands, except per share                March 31,              December 31,
          amounts)                                                   1997                    1996

          <S>                                                              <C>                      <C>
          Invested assets                                              $40,538                  $51,189


          Total assets                                                 $99,010                 $114,619          
          Total debt                                                     - 0 -                    - 0 -


          Total shareholders' equity and 
               redeemable preferred stock                              $12,230                  $13,343


          Shareholders' equity per common share                          $2.89                    $3.31

</TABLE>

INVESTED ASSETS

Invested assets at March 31, 1997 were $40.5 million compared to $51.2 million
in investments at the end of 1996.  A substantial portion of the decline is the
result of the settlement on the sale of the individual life insurance business,
in which the Company transferred approximately $8.8 million in cash and
investments to the buyer. In addition, the invested asset base at year-end
included approximately $500,000 which was required in the first quarter of 1997
to pay the Federal and state income taxes on the gain from the sale of the auto
auction business in 1996.  

The decrease in invested assets is also attributable to a $405,000 reduction in
the carrying value of the Company's bond portfolio as a result of higher
interest rates. The bond portfolio is carried at fair value pursuant to the
requirements of Statement of Financial Accounting Standards No. 115, based on
the Company's determination that all of its bonds should be considered as
"available-for-sale", although the Company has no current intentions to sell 
any of these securities. The unrealized appreciation or depreciation on 
available-for-sale securities is reported as a separate component of 
shareholders' equity. 

LIQUIDITY

The Company's operating subsidiaries have historically met most of their cash
requirements from funds generated from operations, although reduced credit
insurance revenues over the past several years have had an adverse impact on 
the insurance companies' operating cash flows. The Company has generally 
relied on its operating subsidiaries to provide it with sufficient cash funds 
to maintain an adequate liquidity position. In that regard, the life insurance 
subsidiaries are also subject to restrictions imposed by law on their ability 
to transfer cash to the Company in the form of dividends, loans or advances. 
Interstate Auto Auction and Consumers Car Care Corporation provide the Company 
with sources of cash which are not subject to insurance regulations that 
restrict their ability to transfer cash. The net cash provided by or used in 
operating activities for the three months ended March 31, 1997 and 1996 is 
presented in the Consolidated Statements of Cash Flows.

CAPITAL RESOURCES

The Company's total equity, including redeemable preferred stock, decreased by
approximately $1.1 million in the first quarter of 1997. The decrease is
attributable to (1) the first quarter loss of $610,000, (2) the decline in the
carrying value of the bond portfolio ($405,000 less $31,000 in applicable
deferred income tax benefits) and (3) $102,000 in dividends to preferred
shareholders.  Shareholders' equity per common share dropped from $3.31 at year
end to $2.89 at March 31, 1997.

The Company s insurance subsidiaries utilize reinsurance agreements to finance
their credit insurance operations and maintain adequate levels of statutory
capital and surplus. These agreements minimize reductions of statutory surplus
which result from new premium production.

                           PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings      
Except for the matters discussed in Note 3 to the Notes to Consolidated
      Financial Statements included elsewhere in this Form 10-Q, neither the
      registrant nor its subsidiaries are involved in any pending legal
      proceedings other than routine litigation incidental to the normal 
      conduct of its business during the three months ended March 31, 1997.

Item 2.  Changes in Securities

      During the three months ended March 31, 1997, there have been no
      limitations or qualifications, through charter documents, loan agreements
      or otherwise, placed upon the holders of the registrant's common or
      preferred stock to receive dividends.

Item 3.  Defaults upon Senior Securities

      The registrant has not defaulted in the payment of principal, interest or
      in any other manner on any indebtedness and is current with all its
      accounts. There is no arrearage in the payment of dividends on the
      registrant's preferred stock.

Item 4.  Submission of Matters to a Vote of Security Holders

      At a Special Meeting of Shareholders held on March 25, 1997, the
      Registrant s common shareholders approved a Plan of Merger between the
      Registrant and Consumers Acquisition Corp.  ( CAC ), a wholly-owned
      subsidiary of LaSalle Group, Inc. The Plan of Merger provides for the
      merger of CAC with and into the Registrant, with the Registrant being the
      surviving corporation. Each outstanding share of the Registrant s common
      stock will be converted into the right to receive $3.78 per share 
      in cash.

Item 5.  Other Information

      None

Item 6.  Exhibits and Reports on Form 8-K

      (a)   Exhibits required to be filed by Item 601 of Regulation S-K:

            (11)  Computation of Earnings per Common Share.

                           PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K (continued):

      (b)   Reports on Form 8-K:

            No reports on Form 8-K were filed during the quarter
            ended March 31, 1997. However, on April 8, 1997, the Registrant
            filed a Form 8-K with respect to certain amendments which were made
            to the Agreement and Plan of Merger (the "Agreement") between the
            Registrant and LaSalle Group, Inc. dated October 30, 1996.The
            amendments (a) extended the time period for closing the merger
            transaction and (b) changed the formula for determining the final
            merger consideration to be received by the Registrant's common
            shareholders.

            The Registrant also filed a Form 8-K on May 8, 1997 in which it
            reported that the parties had agreed to forbear on exercising their
            respective rights to terminate the Agreement until after June 15,
            1997. LaSalle further agreed that if, by May 15, 1997, it could not
            provide the Registrant with satisfactory evidence of the cash funds
            necessary to complete the merger, LaSalle would waive the
            exclusivity provision of the Agreement, thereby allowing the
            Registrant to solicit, after May 15, 1997, other offers for the 
            sale of its assets or shares of its common stock.               
            
            SIGNATURES



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


                                    CONSUMERS FINANCIAL CORPORATION
                                             Registrant


Date   May 20, 1997           By    /S/ James C. Robertson            
                 
                                    James C. Robertson, President
                                    (Chief Executive Officer)




Date   May 20, 1997           By    /S/ R. Fredric Zullinger                 
                                    R. Fredric Zullinger
                                    Senior Vice President, Chief Financial
                                    Officer and Treasurer<PAGE>