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  JUNE  30,  2002,  OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM          TO
                                                         --------    -----------


Commission  File  Number:  0-2616


                        CONSUMERS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)


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



      1513 Cedar Cliff Drive, Camp Hill, PA                   17011
    (Address of principal executive  offices)              (Zip  Code)


                                  717-730-6306
              (Registrant's telephone number, including area code)


     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   X         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                           August 9, 2002
     ------------------------                           --------------
         $.01 Stated Value                             2,576,810 shares


<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                                TABLE OF CONTENTS


                                                                         PAGE
                PART  I.  FINANCIAL  INFORMATION
                --------------------------------
NUMBER
 -----

Item 1.  Financial  Statements:

          Consolidated  Statements  of Net Assets in Liquidation-
          June 30, 2002 and  December  31,  2001                              3

          Consolidated  Statements of Changes in Net Assets in
          Liquidation  -  For  the  Six and Three Months Ended
          June  30,  2002  and  2001                                          4

          Notes  to  Consolidated  Financial  Statements                    5-8

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

Item 3.  Quantitative and Qualitative Disclosure About Market Risk           14


                PART  II.  OTHER  INFORMATION
                -----------------------------

Item 1.  Legal  Proceedings                                                  15

Item 2.  Changes  in  Securities                                             15

Item 3.  Defaults  upon  Senior  Securities                                  15

Item 4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         15

Item 5.  Other  Information                                                  15

Item 6.  Exhibits  and  Reports  on  Form  8-K                               16


               CERTIFICATIONS
               --------------

          Chief  Executive  Officer                                          18

          Chief  Financial  Officer                                          19



Consumers  Financial  Corporation                                         Page 2
Form  10-Q                                                       June  30,  2002
<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL  STATEMENTS


                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION


                                                                        JUNE 30,    DECEMBER 31,
(in thousands)                                                            2002          2001
<S>                                                                   <C>           <C>
                                                                       (Unaudited)

Assets
------
Investments:
  Fixed maturities                                                                  $         930
  Mortgage loans on real estate                                                                13
  Short-term investments                                              $      2,392          1,795
                                                                      ------------  -------------
      Total investments                                                      2,392          2,738

Cash                                                                           114              7
Accrued investment income                                                                       9
Other receivables                                                                8             14
Other assets                                                                    64            253
                                                                      ------------  -------------
      Total assets                                                           2,578          3,021
                                                                      ------------  -------------

Liabilities and Redeemable Preferred Stock
------------------------------------------
Liabilities:
     Unclaimed property                                                                       159
     Severance pay                                                             178            178
     Preferred dividends payable                                                96             96
     Other liabilities                                                         162             50
                                                                      ------------  -------------
                                                                               436            483

Redeemable preferred stock:
  Series A, 8 1/2% cumulative convertible, authorized 632,500
    shares; issued and outstanding 452,614 shares; net of a
    reduction to reflect estimated liquidation value (2002, $2,384;
    2001, $1,989)                                                            2,142          2,538
                                                                      ------------  -------------

      Total liabilities and redeemable preferred stock                       2,578          3,021
                                                                      ------------  -------------

Net assets in liquidation                                             $          0  $           0
                                                                      ============  =============
</TABLE>

     See  Notes  to  Consolidated  Financial  Statements


Consumers  Financial  Corporation                                         Page 3
Form  10-Q                                                       June  30,  2002
<PAGE>
<TABLE>
<CAPTION>
                         CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                                           (UNAUDITED)

                                           SIX MONTHS    SIX MONTHS    THREE MONTHS    THREE MONTHS
                                             ENDED         ENDED          ENDED           ENDED
                                            JUNE 30,      JUNE 30,       JUNE 30.        JUNE 30,
(IN THOUSANDS)                                2002          2001           2002            2001
<S>                                       <C>           <C>           <C>             <C>
Revenues:
  Net investment income                   $        38   $        89   $          18   $          42
  Net realized investment gains                    64                            64
  Miscellaneous                                    41            84              26              45
                                          ------------  ------------  --------------  --------------
                                                  143           173             108              87
                                          ------------  ------------  --------------  --------------
Expenses:
  Rent and related costs                           12            12               6               6
  Salaries and employee benefits                   90            88              47              42
  Professional fees                                62            84              22              49
  Taxes, licenses and fees                         16            28               8              20
  Miscellaneous                                   101            78              68              49
                                          ------------  ------------  --------------  --------------
                                                  281           290             151             166
                                          ------------  ------------  --------------  --------------

Excess of expenses over revenues                 (138)         (117)            (43)            (79)

Adjustment of assets to estimated
  realizable value                                (10)          (53)            (10)            (53)

Increase (decrease) in unrealized
  appreciation of debt securities                 (55)            2             (40)              7

Preferred stock dividends                        (192)         (193)            (96)            (96)

Adjustment of preferred stock to
  estimated liquidation value                     395           352             189             221

Retirement of treasury shares-preferred                           9
                                          ------------  ------------  --------------  --------------

Decrease in net assets for the period               0             0               0               0

Net assets at beginning of period                   0             0               0               0
                                          ------------  ------------  --------------  --------------

Net assets at end of period               $         0   $         0   $           0   $           0
                                          ============  ============  ==============  ==============
</TABLE>


Consumers  Financial  Corporation                                         Page 4
Form  10-Q                                                       June  30,  2002
<PAGE>
                          (IN PROCESS OF LIQUIDATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)



1.   OVERVIEW  AND  BASIS  OF  ACCOUNTING:

     The  operating  losses  incurred  by  the  Company  from  1993  to  1997
     significantly reduced its net worth and liquidity position. As a result, in
     1998,  the  Company  sold  its  core  credit insurance and related products
     business,  which  had been its only remaining business operation, following
     the  sales in 1994 and 1997 of all of its universal life insurance business
     and  the 1996 sale of its auto auction business. The Company's revenues and
     expenses  now  consist principally of investment income on remaining assets
     and  corporate  expenses.

     On  March  24,  1998,  the  Company's  shareholders  approved  a  Plan  of
     Liquidation and Dissolution (the Plan of Liquidation) pursuant to which the
     Company  has  been liquidating its remaining assets and paying or providing
     for  all of its liabilities. However, as discussed more fully in Note 3, in
     February  2002,  the  Company  entered  into  an  option  agreement with an
     investor  group,  pursuant  to  which  the  investor  group  may  obtain  a
     controlling  interest  in  the  Company's  common  stock.  If the option is
     exercised,  the  liquidation  of  the  Company  would  be  discontinued.

     The  consolidated  financial  statements  include the accounts of Consumers
     Financial  Corporation  and  its  former wholly-owned subsidiary, Consumers
     Life  Insurance  Company  (Consumers Life). Consumers Life was sold in June
     2002  (see  Note  2).

     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 net
     assets  in  liquidation as of June 30, 2002 and the consolidated changes in
     its  net  assets for the six and three months ended June 30, 2002 and 2001.

     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  2001  Form  10-K.

     The  changes in net assets for the six and three months ended June 30, 2002
     are  not  necessarily indicative of the changes to be expected for the full
     year.


Consumers  Financial  Corporation                                         Page 5
Form  10-Q                                                       June  30,  2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                          (IN PROCESS OF LIQUIDATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)



2.   SALE  OF  STOCK  OF  CONSUMERS  LIFE:

     On  June  19,  2002,  the Company completed the sale of Consumers Life, its
     only  remaining  subsidiary,  to  Black  Diamond  Insurance  Group, Inc., a
     Delaware corporation. The purchaser paid the Company $1,549,000 in cash and
     assumed  a  $132,000  liability  in  connection with its acquisition of the
     Consumers  Life  stock.  The  cash proceeds consisted of $1,299,000 for the
     value  of the underlying net assets of the subsidiary plus $250,000 for its
     state insurance licenses. The sale transaction was approved by the Delaware
     Insurance  Department  on June 5, 2002. The completion of this sale allowed
     the  Company  to  proceed with a tender offer to its preferred shareholders
     (see  Note  7).

3.   PROPOSED  ACQUISITION  OF  THE  COMPANY:

     On  February  13,  2002,  the Company entered into an option agreement (the
     Option  Agreement)  with  CFC  Partners,  Ltd., an unrelated investor group
     based  in  New  York  (CFC Partners). The execution of the Option Agreement
     with  CFC  Partners  followed a review by the Board of Directors of various
     proposals  to  acquire  a  controlling  interest in the Company. The Option
     Agreement  permits  CFC Partners to acquire a 51% interest in the Company's
     common  stock  through  the  issuance  of 2,700,000 authorized but unissued
     shares.  The  option price of $108,000 was deposited into an escrow account
     in  March 2002. The option is exercisable within 15 business days following
     the completion of the Company's tender offer to its preferred shareholders.
     As  discussed  in  Note  7, the tender offer commenced on July 19, 2002 and
     will  expire  on August 16, 2002. Under Pennsylvania laws, the newly issued
     common  shares  will  have  no voting rights until CFC Partners obtains the
     required  approval  from  the  common  shareholders.

     The  Board  of  Directors  considered  this  alternative  to  the  Plan  of
     Liquidation  because  it  has the potential to produce future value for the
     common shareholders (who are not expected to receive any distribution under
     the  Plan  of  Liquidation)  while  protecting  the rights of the preferred
     shareholders  by  giving  them the opportunity to exchange their shares for
     cash.

     If  CFC Partners exercises its option to acquire control of the Company, it
     has  indicated  that  it  intends  to  merge  or  otherwise combine certain
     existing and start-up businesses into the Company. CFC Partners has further
     indicated  that  these  businesses initially may include (i) a company that
     will  provide  long distance telephone services at discounted rates, (ii) a
     company  which  provides  services  that enable its customers to deploy and
     migrate  to  E-business portals and E-marketplaces and (iii) a company that
     will  offer  business  to  business  online  financial  services.


Consumers  Financial  Corporation                                         Page 6
Form  10-Q                                                       June  30,  2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                          (IN PROCESS OF LIQUIDATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)



4.   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. At June
     30,  2002  and  December 31, 2001, the Company had no material deferred tax
     liabilities.  At  June  30,  2002,  the  Company's only deferred tax assets
     consisted  of (i) $2,043,000 arising from net operating loss carry forwards
     and  (ii) $4,457,000 arising from capital loss carry forwards which are the
     result  of  the  sale  of  the  stock of Consumers Life in June 2002. These
     deferred  tax assets, which totaled $6,500,000, have been fully offset by a
     valuation  allowance.  At  December  31,  2001, the Company's only material
     deferred  tax  asset  related  to  net  operating loss carry forwards. This
     deferred tax asset, which totaled $2,013,000, has also been fully offset by
     a  valuation  allowance.

5.   COMMITMENTS  AND  CONTINGENCIES:

     Certain  claims  have been filed or are pending against the Company. 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  have  a  significant effect on the net assets or
     changes  in net assets of the Company. 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.

6.   REDEEMABLE  PREFERRED  STOCK:

     The  terms  of  the  Company's  8.5% redeemable preferred stock require the
     Company  to  make annual payments to a sinking fund. The first such payment
     was due on July 1, 1998. However, as of June 30, 2002, the Company has made
     no  payments  to  the  sinking fund, and as of that date, the total sinking
     fund  deficiency  was  $1,226,000.  On July 1, 2002, an additional $550,000
     sinking  fund  payment became due but was not paid. Because the Company has
     not  made  the required sinking fund payments, it may not pay any dividends
     to  common  shareholders  and may not purchase, redeem or otherwise acquire
     any  common  shares.

     The  preferred  stock  terms  also  provide  that any purchase of preferred
     shares  by  the  Company  will  reduce  the sinking fund requirements by an
     amount  equal  to  the  redemption  value  ($10  per  share)  of the shares
     acquired.  As indicated in Note 7, the Company has commenced a tender offer
     for  all  of  the  outstanding  shares  of its preferred stock. If at least
     178,000  shares  of


Consumers  Financial  Corporation                                         Page 7
Form  10-Q                                                       June  30,  2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                          (IN PROCESS OF LIQUIDATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)



6.   REDEEMABLE  PREFERRED  STOCK  (CONTINUED):

     preferred stock are tendered pursuant to the offer, the entire sinking fund
     deficiency  will  be eliminated. Furthermore, if the Company is acquired by
     CFC  Partners, any funds remaining in the Company which are attributable to
     shares  of  preferred  stock  that  were  not tendered (i.e., the number of
     shares  not tendered multiplied by the per share offer price of $4.40) will
     be  deposited  by the Company into a bank account at the time of the change
     in  control. The trust agreement relating to this account will specify that
     the  balance  in  the  account  can only be utilized by the Company for the
     payment  of quarterly dividends or for other distributions to the remaining
     preferred  stockholders.

7.   SUBSEQUENT  EVENTS:

     On  July  12,  2002,  the  Company resolved a long-standing dispute with an
     unaffiliated  reinsurer  involving  certain  commissions  due to its former
     subsidiary, Consumers Life. In connection with this settlement, the Company
     received  a  lump-sum  cash payment of $200,000. Prior to the collection of
     the  settlement amount, the Company did not reflect any amount due from the
     reinsurer in its financial statements because of the uncertainty as to both
     the  amount  which might be received and the collectibility of such amount.

     On  July  19, 2002, the Company commenced a tender offer to purchase all of
     the outstanding shares of its 8.5 % preferred stock, series A at a price of
     $4.40  per  share,  plus  accrued  dividends  on such shares. The offer, if
     accepted  by  all of the preferred shareholders, will result in the payment
     to  those  shareholders of substantially all of the Company's remaining net
     assets.  The  offer  expires  at  midnight on August 16, 2002, unless it is
     extended  by  the  Company. The tender offer documents were also filed with
     the  Securities  and  Exchange  Commission  (the SEC) on July 19, 2002. The
     Company subsequently filed amended documents with the SEC on August 1, 2002
     in  response to a comment letter received from the SEC. The Company expects
     to  pay  those shareholders who elect to tender their shares before the end
     of  August  2002,  at  which  time the 15-day exercise period of the option
     granted  to  CFC  Partners  will  commence.

     On  August  12,  2002,  the Company settled a claim it had against a former
     tenant for unpaid rent and other losses incurred by the Company as a result
     of the tenant's alleged breach of the lease agreement. This settlement also
     resolved  a  counterclaim  the  defendant had filed against the Company for
     nominal  damages.  The settlement resulted in the receipt by the Company of
     $55,000.  Prior  to  the  collection  of  this  amount, the Company did not
     reflect  any  amount due from the former tenant in its financial statements
     because  of  the  uncertainty as to both the amount which might be received
     and  the  collectibility  of  such  amount.


Consumers  Financial  Corporation                                         Page 8
Form  10-Q                                                       June  30,  2002
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS


     A review of the significant factors which affected the Company's net assets
in liquidation at June 30, 2002 and the changes in its net assets in liquidation
for  the  six  and  three  months  then  ended  is presented below.  Information
relating  to  2001  is  also  presented for comparative purposes.  This analysis
should be read in conjunction with the Consolidated Financial Statements and the
related  Notes  appearing  elsewhere in this Form 10-Q and in the Company's 2001
Form  10-K.

     The  Private  Securities  Litigation  Reform  Act  of 1995 provides a "safe
harbor"  for  forward-looking  statements.  This  Form  10-Q  may  include
forward-looking  statements  which  reflect  the  Company's  current  views with
respect  to  future  events  and  financial  performance.  These forward-looking
statements  are  identified by their use of such terms and phrases as "intends",
"intend",  "intended",  "goal",  "estimate",  "estimates",  "expects", "expect",
"expected",  "project",  "projected",  "projections",  "plans",  "anticipates",
"anticipated",  "should",  "designed  to",  "foreseeable  future",  "believe",
"believes"  and  "scheduled" and similar expressions.  Readers are cautioned not
to  place undue reliance on these forward-looking statements which speak only as
of  the  date  the  statement was made.  The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new  information,  future  events  or  otherwise.

                                    OVERVIEW

     At  the  Special  Meeting  of  Shareholders  held  on  March  24, 1998, the
Company's  preferred  and common shareholders approved the sale of the Company's
credit  insurance  and  related  products business, which was the Company's only
remaining  business  operation.  In  connection  with  the  sale of its in force
credit  insurance  business, the Company also sold its credit insurance customer
accounts  and  one  of its life insurance subsidiaries.  At the Special Meeting,
the  shareholders  also approved a Plan of Liquidation and Dissolution (the Plan
of  Liquidation),  pursuant  to  which  the  Company  has  been  liquidating its
remaining  assets  and  paying  or providing for all of its liabilities.  If the
Company proceeds with the Plan of Liquidation, it is unlikely that any cash will
be  available  for  distribution  to  the  common  shareholders.

     The  Plan  of  Liquidation permits the Board of Directors to consider other
alternatives  to liquidating the Company, if such alternatives are deemed by the
Board  to  be  in the best interest of the Company and its shareholders. In that
regard,  in August 2001, the Board solicited proposals to acquire control of the
Company and received proposals from several investor groups.  Following a review
of the proposals which were received, in February 2002, the Company entered into
an option agreement (the Option Agreement) with CFC Partners, Ltd., an unrelated
New  York-based investor group (CFC Partners).  The Option Agreement permits CFC
Partners  to  acquire a 51% interest in the Company's common stock for $108,000.
The  option  is  exercisable within 15 business days following the completion of
the  Company's  tender  offer  to  its preferred shareholders. As discussed more
fully  below,  the  tender  offer  commenced on July 19, 2002 and will expire on
August  16, 2002. If the offer is accepted by all of the preferred shareholders,
it  will result in the payment to those shareholders of substantially all of the
Company's remaining net assets. If CFC Partners exercises its option, it intends
to  merge or otherwise combine certain existing and start-up businesses into the
Company.


Consumers  Financial  Corporation                                         Page 9
Form  10-Q                                                       June  30,  2002
<PAGE>
     The  Board  of  Directors  favored  the  acquisition  of  the Company by an
investor  group  over  the  Plan  of Liquidation because it has the potential to
produce  future value for the common shareholders while protecting the rights of
the  preferred shareholders. As indicated above, the common shareholders are not
expected  to  receive  any  distribution  under  the Plan of Liquidation. If the
option held by CFC Partners is exercised, the liquidation of the Company will be
discontinued.  However, since there is no assurance at this time that the option
will  be  exercised,  the  Company  continues  to  proceed  with  the  Plan  of
Liquidation.

     As a result of the approval of the Plan of Liquidation, the Company adopted
a  liquidation  basis  of  accounting  in  its  financial statements for periods
subsequent  to  March  24, 1998.  Under liquidation accounting rules, assets are
stated  at  their  estimated net realizable values and liabilities are stated at
their  anticipated  settlement  amounts.  Prior  to  March 25, 1998, the Company
reported the results of its operations and its asset and liability amounts using
accounting  principles  applicable  to  going  concern  entities.  If the option
discussed  above  is  exercised, and the Company resumes business operations, it
would  again  adopt  accounting principles applicable to going concern entities.

     As  discussed  below,  the  Company's  net  assets  in  liquidation,  which
represent  the  amount  available  for distribution to common shareholders, were
reduced  to  zero in 1999.  All decreases in the Company's net assets since that
time have reduced the estimated liquidation value of the preferred stock. During
the  first  six  months  of  2002, this reduction totaled $395,000 compared to a
reduction  in  the  same period of 2001 of $352,000.  The decline in the current
year  was principally due to an excess of expenses over revenues of $138,000 and
preferred  dividends  of  $192,000.  For the six months ended June 30, 2001, the
excess  of  expenses  over revenues was $117,000 and preferred dividends totaled
$193,000.

                RESULTS OF OPERATIONS AND CHANGES IN NET ASSETS

     A  discussion  of the material factors which affected the Company's changes
in  net  assets  in liquidation for the six and three months ended June 30, 2002
and  2001  is  presented  below.

SIX  AND  THREE  MONTHS  ENDED  JUNE  30,  2002

     As  indicated  above,  since  the  Company  has no net assets available for
common  shareholders,  all  decreases  in  net  assets must be deducted from the
estimated  liquidation value of the Company's preferred stock.  In the first six
months  of 2002, the estimated liquidation value of the preferred stock declined
by  $395,000.  As  a  result,  at June 30, 2002, the 452,614 shares of preferred
stock  outstanding  had  an  estimated  liquidation  value  of  $2,142,000.

     The  decrease  in the liquidation value of the preferred stock in the first
six  months  of  2002 was due to an excess of expenses over revenues of $138,000
and  to  preferred  dividends  of  $192,000.  The  Company  continues  to  incur
professional fees, primarily legal fees, in connection with both the liquidation
process and the potential sale of the Company to CFC Partners.  The Company also
incurred  approximately  $17,000  in  legal fees and other costs relating to the
tender  offer  to  the  preferred  shareholders.  In  addition,  audit  fees  in


Consumers  Financial  Corporation                                        Page 10
Form  10-Q                                                       June  30,  2002
<PAGE>
connection  with  year-end 2001 financial reporting totaled $26,000. At June 30,
2002,  the  Company  also  established  a $29,000 liability for a fee due to the
custodian of the Company's retirement plan in connection with the termination of
a  guaranteed  investment  contract  held  by the plan. The Company's investment
income declined sharply (from $89,000 in the first six months of 2001 to $38,000
in  2002)  because  of  a continuing decline in invested assets (due to negative
cash  flows)  and  a further drop in short-term interest rates. The Company also
reported  a  $64,000 gain on the sale of bonds which were held by Consumers Life
when  it  was  sold  in  June  2002.

     During  the  second quarter of 2002, the estimated liquidation value of the
preferred  stock  declined by $189,000, due principally to an excess of expenses
over  revenues  of  $43,000 and preferred shareholder dividends of $96,000.  The
tender offer costs and the termination fee due to the retirement plan custodian,
which  were  both  referred  to above, were significant factors in the amount of
excess  expenses  reported in the second quarter.  However, the gain on the sale
of  the  Consumers  Life  bonds  more  than  offset  these  costs.

SIX  AND  THREE  MONTHS  ENDED  JUNE  30,  2001

     In  the  first  six  months of 2001, the estimated liquidation value of the
preferred  stock  decreased  by  $352,000  to  $2,953,000.  This decrease in the
liquidation  value  was  primarily  due  to  $193,000  in  dividends paid to the
preferred shareholders and an excess of expenses over revenues of $117,000.  The
excess  of  expenses  over  revenues  during  the  first  six  months of 2001 is
partially  attributable to the fact that the Company was no longer receiving fee
revenues  from  the sale of its credit insurance customer accounts as the result
of  a  settlement  of a dispute with the purchaser of the accounts in late 2000.
The  Company  incurred  $84,000  in  audit,  legal and actuarial fees during the
period  in  connection  with  year-end  financial  reporting matters and ongoing
litigation.

     In  the  second  quarter  of  2001,  the estimated liquidation value of the
preferred  stock  decreased  by $221,000.  All of the factors which affected the
liquidation  value  during the first six months of the year were also factors in
the  decline  which  occurred  during  the  second  quarter.

ESTIMATED NET EXPENSES AND OTHER CHANGES IN NET ASSETS DURING LIQUIDATION PERIOD

     If  the  option  discussed previously is not exercised by CFC Partners, the
Board of Directors intends to continue with the liquidation of the Company.  The
option  to  acquire  control  of  the Company is not exercisable by CFC Partners
until  after  the  Company  completes  the  tender  offer  to  its  preferred
shareholders.  The Company believes that most of the preferred shareholders will
elect  to surrender their shares in the tender offer. Therefore, if the investor
group  does  not exercise its option, the Company would use the assets remaining
in  the  Company  (comprised  of  cash which had been allocated to the preferred
shares  not tendered plus a cash reserve) to cover its operating expenses during
the remainder of the liquidation period, to pay any remaining liabilities and to
make  a  final distribution to the preferred shareholders who did not previously
tender  their  shares.

     If CFC Partners does not exercise its option, the time frame for completing
the  liquidation  is  dependent  upon  a  number  of  factors.  The Company must
terminate  its remaining qualified retirement plan, and in connection therewith,
must file certain documents with the Internal Revenue Service in order to obtain
a favorable determination letter with respect to the plan. The Company is also a
defendant  in several minor lawsuits which must be settled or resolved in court.
While  management  believes  the  plaintiffs'  claims in these cases are without
merit,  the


Consumers  Financial  Corporation                                        Page 11
Form  10-Q                                                       June  30,  2002
<PAGE>
ultimate  outcome  of  these  matters  cannot  be  determined  at  this  time.
Furthermore,  the Company may be entitled to all or a portion of the assets in a
contingency  fund  established  by  the  Company and the purchaser of its credit
insurance  business  based  on  the  claims  experience  of  the in force credit
insurance business from October 1, 1997 to September 30, 2002. However, based on
the  claims experience to date, as provided by the purchaser, it does not appear
likely  that  the  Company  will  receive  any  portion of the contingency fund.

     As  a  result  of  the  foregoing,  a  final distribution under the Plan of
Liquidation cannot be made to the remaining preferred shareholders until (i) the
retirement plan has been terminated, (ii) the Company has resolved its remaining
litigation matters and (iii) a determination is made regarding the amount of any
contingency  fund  distribution  which  might  be  payable  to  the  Company.

     If  the Company proceeds with the Plan of Liquidation, management believes,
based  on  its  current  estimates, that the Company's future expenses and other
changes  in  net  assets, including preferred shareholder dividends, will exceed
its  revenues  during  the  remainder of the liquidation period by approximately
$90,000  to $125,000.  This estimate assumes that all of the Company's preferred
shareholders  tender  their  shares  pursuant to the July 19, 2002 offer. Actual
revenues  and expenses and other net asset changes could vary significantly from
the  present  estimates  due to uncertainties regarding ( i) the level of actual
expenses  which will be incurred and (ii) the ultimate resolution of all current
contingencies  and  any  contingencies  which  may  arise  in  the  future.

                              FINANCIAL CONDITION

CAPITAL  RESOURCES

     Since adopting the Plan of Liquidation, the Company has made no commitments
for  capital  expenditures  and,  if  the  Company proceeds with the liquidation
process,  it  does  not  intend  to  make  any  such  commitments in the future.
However,  if  the  Company  is  sold  pursuant to the Option Agreement discussed
above,  the  Company's  plans  regarding  capital  expenditures  and  related
commitments  could  change.

     For  the  six  months  ended June 30, 2002, the Company's cash and invested
assets  decreased  by  $239,000, from $2,745,000 at the beginning of the year to
$2,506,000  at  June  30, 2002.  As indicated above, the decrease is principally
the  result  of both an excess of expenses over revenues and preferred dividends
paid. In addition, the purchaser of the Company's insurance subsidiary assumed a
$132,000  liability  in connection with the sale, which reduced the net proceeds
received  from  that  transaction  by  the  amount of the liability assumed. The
$250,000 payment received from the buyer for the value of the subsidiary's state
insurance  licenses  partially  offset the other reductions in cash and invested
assets  during  the period.  Invested assets at June 30, 2002 consisted entirely
of  short-term  money  market  funds.

LIQUIDITY

     Historically,  the  Company's  subsidiaries  met  most  of  their  cash
requirements  from  funds generated from operations, while the Company generally
relied  on  its  principal  operating subsidiaries to provide it with sufficient
cash  funds  to  maintain  an  adequate  liquidity  position. As a result of the
Company's  decision  to  sell its remaining operations, liquidate its non-liquid


Consumers  Financial  Corporation                                        Page 12
Form  10-Q                                                       June  30,  2002
<PAGE>
assets  and distribute cash to its shareholders, the Company's principal sources
of  cash  funds  are investment income and proceeds from the sales of non-liquid
assets.  If  the Company proceeds with the Plan of Liquidation, these funds must
be  used to settle all remaining liabilities as they become due, to pay expenses
until the Company is dissolved and to pay dividends on the preferred stock until
a  final  distribution  is  made  to  the  remaining  preferred  shareholders.
Alternatively,  if  the  Company  is  acquired  in  connection  with  the Option
Agreement  discussed  above, substantially all of the Company's remaining liquid
assets  will be used to complete the tender offer to the preferred shareholders.

     The  adequacy  of  the  Company's  liquidity  position  under  the  Plan of
Liquidation  will  be principally dependent on the level of expenses the Company
must  incur during the liquidation period.  Prior to the sale of Consumers Life,
the  Company's  liquidity  had  been  particularly  affected  by  the  fact that
virtually  all  of its assets were held by Consumers Life and were not available
for  distribution  to the Company without the approval of the Delaware Insurance
Department.

REDEEMABLE  PREFERRED  STOCK

     The  terms  of  the  Company's  8.5% redeemable preferred stock require the
Company  to  make annual payments to a sinking fund.  The first such payment was
due  on  July  1,  1998.  However,  as of June 30, 2002, the Company has made no
payments  to  the  sinking  fund,  and  as  of that date, the total sinking fund
deficiency  was $1,226,000. On July 1, 2002, an additional $550,000 sinking fund
payment  became due but was not paid. Because of the Company's inability to make
the  sinking  fund payments, it may not pay any dividends to common shareholders
and  may  not  purchase,  redeem  or  otherwise  acquire  any  common  shares.

     The  preferred  stock  terms  also  provide  that any purchase of preferred
shares  by  the  Company  will reduce the sinking fund requirements by an amount
equal  to  the  redemption  value  ($10  per  share)  of the shares acquired. As
indicated  above,  in connection with the proposed acquisition of the Company by
CFC Partners, on July 19, 2002, the Company commenced a tender offer to purchase
all  of  the  outstanding  shares of its preferred stock at a price of $4.40 per
share,  plus  accrued  dividends  on  the shares.  If at least 178,000 shares of
preferred  stock  are  tendered  pursuant  to the offer, the entire sinking fund
deficiency  will  be  eliminated.

     The tender offer documents were also filed with the Securities and Exchange
Commission  (SEC)  on  July  19,  2002.  The  Company subsequently filed amended
documents  with  the  SEC  on  August  1,  2002  in response to a comment letter
received  from  the  SEC.  The  offer  expires  on August 16, 2002, unless it is
extended by the Company. The Company expects to pay those shareholders who elect
to  tender  their shares before the end of August 2002, at which time the 15-day
exercise  period  of  the  option  granted  to  CFC  Partners  will  commence.

INFLATION

     If  the  Company  proceeds  with  the  Plan  of  Liquidation, it intends to
liquidate  its assets, pay all of its liabilities, distribute any remaining cash
to  its  preferred  shareholders  and  ultimately dissolve within the next year.


Consumers  Financial  Corporation                                        Page 13
Form  10-Q                                                       June  30,  2002
<PAGE>
Under  those  circumstances,  the  effects  of  inflation on the Company are not
material.  If  the  Company  is  acquired  pursuant to the Option Agreement, the
effects  of  inflation  on  the  Company  may  change.

ITEM 3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

     The  requirements for certain market risk disclosures are not applicable to
the  Company  because,  at  June  30,  2002  and  December 31, 2001, the Company
qualifies  as  a  "small  business  issuer"  under Regulation S-B of the Federal
Securities  Laws.  A  small  business  issuer is defined as any United States or
Canadian issuer with revenues or public float of less than $25 million.


Consumers  Financial  Corporation                                        Page 14
Form  10-Q                                                       June  30,  2002
<PAGE>
                           PART II. OTHER INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS

          Except  for  the  matters  discussed  in  Note  5  of  the  Notes  to
          Consolidated  Financial  Statements  included  elsewhere  in this Form
          10-Q,  the registrant is not involved in any pending legal proceedings
          other  than routine litigation incidental to the normal conduct of its
          business  nor  have  any  such  proceedings been terminated during the
          three  months ended June 30, 2002. As discussed in Note 7 of the Notes
          to  Consolidated Financial Statements appearing elsewhere in this Form
          10-Q,  in  August  2002,  the  registrant  settled  certain litigation
          involving  a  claim  against  a  former  tenant.  The  settlement also
          resolved  a  counterclaim  the  defendant  had  filed  against  the
          registrant.

ITEM  2.  CHANGES  IN  SECURITIES

          During  the  three  months  ended  June  30,  2002, 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. As discussed in Note 6
          of  the Notes to Consolidated Financial Statements appearing elsewhere
          in  this Form 10-Q, the registrant is prohibited from paying dividends
          on  its common stock so long as the deficiency in the sinking fund for
          the  preferred  stock  exists.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

          As  of June 30, 2002, the registrant was not in default in the payment
          of  principal, interest or in any other manner on any indebtedness and
          was current with all its accounts. In addition, there was no arrearage
          in  the payment of dividends on its preferred stock. However, see Note
          6  of  the  Notes  to  Consolidated  Financial  Statements  appearing
          elsewhere  in  this Form 10-Q for information regarding the deficiency
          in  the  sinking  fund  for  the  preferred  stock.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

          No  matters  were  submitted  to  a  vote  of  the stockholders of the
          registrant  during  the  three  months  ended  June  30,  2002.

ITEM  5.  OTHER  INFORMATION

          None


Consumers  Financial  Corporation                                        Page 15
Form  10-Q                                                       June  30,  2002
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

          (a)  Exhibits:
                                     Part I
                                     ------
               (11)  Statement  re  computation  of  per  share  earnings  (ii)
               (15)  Letter  re  unaudited  interim  financial  information (ii)
               (18)  Letter  re  change  in  accounting  principles  (ii)
               (19)  Report  furnished  to  security  holders  (ii)
               (23)  Consents  of  accountants  (ii)


                                    Part II
                                    -------
               ( 2)  Plan  of  acquisition,  reorganization,  arrangement,
                       liquidation  or  succession  (i)
               ( 3)  Articles  of  incorporation  and  by-laws  (i)
               ( 4)  Instruments  defining  the  rights  of  security  holders,
                       including  indentures  (i)
               (10)  Material  contracts  (ii)
               (22)  Published  report  regarding matters submitted to a vote of
                       security  holders  (ii)
               (23)  Consents of experts and counsel (excluding accountants)(ii)
               (24)  Power  of  attorney  (ii)
               (99.1) Certificate of Chief Executive Officer (iii)
               (99.2) Certificate of Chief Financial Officer (iii)

                    (i)   Information or document provided in previous filing
                          with the  Commission
                    (ii)  Information  or  document not applicable to registrant
                    (iii) Information  or  document included as exhibit to this
                          Form  10-Q. Any exhibits to such information or
                          document are not  included  herein.

          (b)  On  June  25,  2002,  the Company filed a Form 8-K disclosing the
               sale  of  the  Company's  wholly-owned subsidiary, Consumers Life
               Insurance  Company,  for cash in the amount of $1,549,000 and the
               assumption  by  the  buyer  of  a  $132,000  liability.


Consumers  Financial  Corporation                                        Page 16
Form  10-Q                                                       June  30,  2002
<PAGE>
                                   SIGNATURES



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



                               CONSUMERS  FINANCIAL  CORPORATION
                               ---------------------------------
                               Registrant




Date  August  13,  2002        By  /S/   James  C. Robertson
      -----------------            ---------------------------------------------
                                   James  C.  Robertson
                                   President  and  Chief  Executive  Officer




Date  August  13, 2002         By  /S/   R. Fredric Zullinger
         -------------             ---------------------------------------------
                                   R.  Fredric  Zullinger
                                   Senior Vice President and
                                   Chief Financial Officer


Consumers  Financial  Corporation                                        Page 17
Form  10-Q                                                       June  30,  2002
<PAGE>