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 SEPTEMBER 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                           November  14,  2002
     ------------------------                           -------------------
       $.01  Stated  Value                              5,276,810  shares


<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                                TABLE OF CONTENTS


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

Item 1. Consolidated  Financial  Statements:

        Balance Sheets - September 30, 2002 and
          December 31, 2001                                              3

        Statements of Operations and Comprehensive Income
          - For the Nine and Three Months Ended September
          30, 2002 and 2001                                              4

        Statements of Cash Flows - For the Nine Months
          Ended September 30, 2002 and 2001                              5

        Notes to Financial Statements                               6 - 11

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations              12 - 15

Item 3. Quantitative and Qualitative Disclosure
        About Market Risk                                               16

Item 4. Controls and Procedures                                         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

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

Pursuant  to  Section  302  of  Sarbanes-Oxley  Act                  20-21

Pursuant  to  Section  906  of  Sarbanes-Oxley  Act                  22-23


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

ITEM  1.     CONSOLIDATED  FINANCIAL  STATEMENTS

                             CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                                      CONSOLIDATED BALANCE SHEETS

                                                                             SEPTEMBER      DECEMBER
                                                                                30,            31,
                                                                               2002           2001
-------------------------------------------------------------------------------------------------------
                                                                            (Unaudited)   (See Note 2)
<S>                                                                         <C>           <C>
ASSETS

Current assets:
   Cash and cash equivalents                                                $   236,902   $  1,802,265
   Marketable securities, at fair value (cost, $874,867)                                       929,569
   Receivables                                                                    1,070         14,104
   Prepaid expenses                                                              51,605         38,288
   Other                                                                                        21,675
                                                                            ------------  -------------
          Total current assets                                                  289,577      2,805,901

Restricted cash held in escrow account                                          331,434
Prepaid insurance                                                                52,851
Value of insurance licenses and charter                                                         26,750
                                                                            ------------  -------------
          Total assets                                                      $   673,862   $  2,832,651
                                                                            ============  =============


LIABILITIES, REDEEMABLE PREFERRED STOCK AND
     SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities:
     Accounts payable                                                       $     5,515   $     48,545
     Unclaimed property                                                                        159,477
     Severance pay                                                                             177,962
     Preferred dividends payable                                                                96,181
     Other                                                                        1,771          1,224
                                                                            ------------  -------------
          Total liabilities                                                       7,286        483,389
                                                                            ------------  -------------
Redeemable preferred stock:
     Series A, 8 1/2% cumulative convertible, authorized 632,500
       shares; issued and outstanding 2002, 75,326 shares, 2001, 452,614
       shares; redemption amount 2002, $753,260, 2001, $4,526,140               739,209      4,428,381
                                                                            ------------  -------------

Shareholders' equity deficiency:
     Common stock, $.01 stated value, authorized 10,000,000
       shares; issued and outstanding, 2002, 5,276,810 shares,
       2001, 2,576,810 shares                                                    52,768         25,768
     Capital in excess of stated value                                        8,938,865      6,745,052
     Deficit                                                                 (9,064,266)    (8,904,641)
     Accumulated other comprehensive income, net unrealized
       appreciation of debt securities                                                          54,702
                                                                            ------------  -------------
          Total shareholders' equity deficiency                                 (72,633)    (2,079,119)
                                                                            ------------  -------------


          Total liabilities, redeemable preferred stock and shareholders'
            equity deficiency                                               $   673,862   $  2,832,651
                                                                            ============  =============

                             See Notes to Consolidated Financial Statements
</TABLE>


Consumers Financial Corporation                                           Page 3
Form 10-Q                                                     September 30, 2002
<PAGE>
<TABLE>
<CAPTION>
                             CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                        AND COMPREHENSIVE INCOME
                                              (UNAUDITED)



                                                               NINE MONTHS      NINE MONTHS    THREE MONTHS     THREE MONTHS
                                                                 ENDED            ENDED            ENDED            ENDED
                                                             SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,
                                                                  2002             2001             2002             2001
------------------------------------------------------------------------------------------------------------------------------
                                                                               (See Note 2)                      (See Note 2)
<S>                                                          <C>              <C>              <C>             <C>
  Non-operating revenues:

      Net investment income                                  $       44,295   $      122,705   $        6,320  $       33,243

      Net realized investment gains                                 242,480
      Other income:
         Proceeds from settlement of litigation                     255,000                           255,000
         Miscellaneous                                               41,192           91,255              222           7,124
                                                             ---------------  ---------------  ---------------  --------------
                                                                    582,967          213,960          261,542          40,367
                                                             ---------------  ---------------  ---------------  --------------

  Non-operating expenses:
     Salaries and employee benefits                                 123,080          132,616           33,507          44,514
                                                                     96,920
     Professional fees                                                               121,632           34,787          37,325

     Other fees                                                      55,817           17,950            7,144           6,981

     Insurance                                                       64,537           34,176           38,730          12,050

     Litigation settlement costs                                                     216,000                          216,000

     Write-down of value of insurance licenses                                        80,250                           27,250

     Taxes, other than income                                        22,114           38,727            6,159          10,329

     Miscellaneous                                                   56,610           74,578           17,326          18,143
                                                             ---------------  ---------------  ---------------  --------------
                                                                    419,078          715,929          137,653         372,592
                                                             ---------------  ---------------  ---------------  --------------

  Income (loss) before income taxes                                 163,889         (501,969)         123,889        (332,225)

  Income taxes
                                                             ---------------  ---------------  ---------------  --------------
  Net income (loss)                                                 163,889         (501,969)         123,889        (332,225)

  Other comprehensive income, change in
                unrealized appreciation of debt securities          (54,702)          40,692                           38,473
                                                             ---------------  ---------------  ---------------  --------------

  Comprehensive income (loss)                                $      109,187        ($461,277)  $      123,889       ($293,752)
                                                             ===============  ===============  ===============  ==============

  Per share data:
     Basic and diluted loss per common share                         ($0.05)          ($0.31)            ----          ($0.17)
                                                             ===============  ===============  ===============  ==============
     Weighted average number of common
          shares outstanding                                      2,909,419        2,577,883        3,574,636       2,577,291
                                                             ===============  ===============  ===============  ==============

                                     See Notes to Consolidated Financial Statements
</TABLE>


Consumers Financial Corporation                                           Page 4
Form 10-Q                                                     September 30, 2002
<PAGE>
<TABLE>
<CAPTION>
                           CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)


                                                                     NINE MONTHS     NINE MONTHS
                                                                        ENDED           ENDED
                                                                    SEPTEMBER 30,    SEPTEMBER 30,
                                                                        2002             2001
----------------------------------------------------------------------------------------------------
<S>                                                                <C>              <C>
                                                                                       (See Note 2)

Cash flows from operating activities:

     Net income (loss)                                             $      163,889        ($501,969)
                                                                   ---------------  ---------------
     Adjustments to reconcile net income (loss) to cash
          used in operating activities:
             Collection of receivable from joint venture partner                           287,441
             Change in receivables                                         21,431           25,529
             Change in prepaid expenses                                   (13,317)         (11,637)
             Gain on sale of investments                                  (56,448)
             Gain on sale of insurance licenses                          (178,483)
             Write-down of value of insurance licenses                                      80,250
             Payment of employee severance liability                     (177,962)
             Change in other liabilities                                  (69,841)        (135,980)
             Other                                                        (53,439)         (10,813)
                                                                   ---------------  ---------------
             Total adjustments                                           (528,059)         234,790
                                                                   ---------------  ---------------
     Net cash used in operating activities                               (364,170)        (267,179)
                                                                   ---------------  ---------------
Cash flows from investing activities:
     Proceeds from sale of investments                                    945,181           24,600
     Proceeds from sale of insurance licenses, net of
       selling expenses of $44,767 and liability assumed
       by buyer of $132,120                                                73,113
     Cash deposited into preferred stock escrow account                  (331,434)
                                                                   ---------------  ---------------
     Net cash provided by investing activities                            686,860           24,600
                                                                   ---------------  ---------------

Cash flows from financing activities:
     Purchase of redeemable preferred stock                            (1,660,067)         (11,896)
     Cash dividends to preferred shareholders                            (335,986)        (289,392)

     Proceeds from issuance of common stock                               108,000
                                                                   ---------------  ---------------
     Net cash used in financing activities                             (1,888,053)        (301,288)
                                                                   ---------------  ---------------

Net decrease in cash                                                   (1,565,363)        (543,867)

Cash at beginning of period                                             1,802,265        2,478,716
                                                                   ---------------  ---------------

Cash at end of period                                              $      236,902   $    1,934,849
                                                                   ===============  ===============

                            See Notes to Consolidated Financial Statements
</TABLE>


Consumers Financial Corporation                                           Page 5
Form 10-Q                                                     September 30, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 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. Since 1998, the Company has
     had  no  business  operations  and its revenues and expenses have consisted
     principally  of  investment  income  on  remaining assets and corporate and
     other  administrative  expenses.

     In  March  1998,  the Company's shareholders approved a Plan of Liquidation
     and  Dissolution  (the  Plan  of Liquidation) pursuant to which the Company
     began  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 CFC Partners, Ltd.,
     a  New  York  investor group (CFC Partners), pursuant to which CFC Partners
     could  obtain  a majority interest in the Company's common stock. In August
     2002,  the  option  was  exercised  and  2,700,000  new  common  shares
     (approximately  51.2% of the outstanding shares) were issued by the Company
     to CFC Partners. As a result of the acquisition of the Company, the Plan of
     Liquidation  was  discontinued.

     As a result of the approval of the Plan of Liquidation, the Company adopted
     a  liquidation  basis  of  accounting for the period from March 25, 1998 to
     August  28,  2002.  Under  this  basis of accounting, assets were stated at
     their  estimated net realizable values and liabilities were stated at their
     anticipated  settlement  amounts.  As  a  result  of the acquisition of the
     Company  by  CFC  Partners  and  the  related  termination  of  the Plan of
     Liquidation,  effective  August 29, 2002, the Company re-adopted accounting
     principles  applicable to going concern entities. Furthermore, as discussed
     in  Note  2,  the  Company  has  restated  its  liquidation-basis financial
     statements  for  prior  periods  to  conform such statements to the current
     presentation.

     The  consolidated  financial  statements  include the accounts of Consumers
     Financial  Corporation  and  its  former wholly-owned subsidiary, Consumers
     Life  Insurance Company (Consumers Life) until June 19, 2002 when Consumers
     Life  was  sold.

     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 financial
     position  as  of  September 30, 2002, the results of its operations for the
     nine  and three months ended September 30, 2002 and 2001 and the changes in
     its  cash  flows  for  the  nine  months ended September 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


Consumers Financial Corporation                                           Page 6
Form 10-Q                                                     September 30, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                  (UNAUDITED)

1.   OVERVIEW AND BASIS OF ACCOUNTING (CONTINUED):

     statements  should be read in conjunction with the financial statements and
     notes  thereto  included  in  the  Company's  2001  Form  10-K.

     The results of operations for the nine and three months ended September 30,
     2002  are  not necessarily indicative of the results to be expected for the
     full  year.

2.   RESTATEMENT OF FINANCIAL STATEMENTS:

     In connection with the acquisition of the Company by CFC Partners on August
     28,  2002,  as described in Note 3, and the related termination of the Plan
     of  Liquidation, the Company re-adopted accounting principles applicable to
     going-concern  entities  as  of  that  date.  The  Company's  consolidated
     financial  statements  had  been  prepared  using  a  liquidation  basis of
     accounting  since  March 25, 1998 when the Plan of Liquidation was approved
     by  the  Company's  shareholders. In order to provide comparative financial
     information,  the  Company  has  restated  its  liquidation-basis financial
     statements  for  prior periods to conform to the current presentation which
     utilizes  accounting  principles  applicable  to  going-concern  entities.
     Accordingly,  in  the  accompanying  consolidated financial statements, the
     Statement  of  Net  Assets  in  Liquidation as of December 31, 2001 and the
     Statement  of  Changes  in Net Assets in Liquidation for the nine and three
     months  ended  September  30, 2001, as originally prepared on a liquidation
     basis  of  accounting,  have been replaced by a Balance Sheet, Statement of
     Operations  and  Statement  of  Cash  Flows.

     At  December  31,  2001,  the  Company's  net  assets  in  liquidation,  as
     originally  reported,  were  zero.  For  the  nine  and  three months ended
     September  30,  2001, the Company originally reported an excess of expenses
     over  revenues  of  $422,000  and  $305,000,  respectively.

3.   ACQUISITION  OF  THE  COMPANY:

     On  August 28, 2002, CFC Partners exercised its option to acquire 2,700,000
     shares  of  the  Company's  common  stock.  The  option  was granted to CFC
     Partners  through  an  option agreement dated February 13, 2002. The option
     price  of  $108,000  had  previously been deposited by CFC Partners into an
     escrow  account  held  by  the  Company.  The newly issued shares represent
     approximately  51.2%  of the outstanding common stock of the Company. Under
     Pennsylvania  laws,  these  new  shares  have  no  voting  rights until CFC
     Partners  obtains  the  required  approval  from  the  remaining  common
     shareholders  (see  Note  10).

     At  an  August  28 meeting of the Board of Directors, Donald J. Hommel, the
     President  of  CFC  Partners, was appointed as a Director of the Company to
     fill  an  existing  vacancy  on  the Board. Following such appointment, the
     Company's  officers  resigned  and  the  Board  elected  Mr.  Hommel as the
     Company's President and Chief Executive Officer. In addition, the Company's
     two  Directors,  other  than  Mr.  Hommel,


Consumers Financial Corporation                                           Page 7
Form 10-Q                                                     September 30, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                  (UNAUDITED)

3.   ACQUISITION OF THE COMPANY (CONTINUED):

     also  resigned  as  planned.  At  a  subsequent  meeting  of  the  Board of
     Directors, an additional Director was appointed to fill an existing vacancy
     and  additional  officers  were  elected.

     In  connection  with  the  issuance  of the new shares to CFC Partners, the
     Board  of  Directors also terminated the Plan of Liquidation. The Board had
     previously  determined  that selling the Company for its value as a "public
     company  shell" was a better alternative for the shareholders than the Plan
     of  Liquidation,  inasmuch  as the common shareholders were not expected to
     receive  any  distribution  in  a liquidation of the Company. The preferred
     shareholders were given an opportunity to exchange their shares for cash in
     a  tender  offer  completed by the Company on August 23, 2002 (see Note 8).

     CFC Partners has indicated that it intends to pursue strategic alliances as
     well as a merger or combination of existing businesses with the Company. In
     connection  with  strategic  alliances, the Company will initially focus on
     partnering  with companies specializing in construction management and real
     estate  development.  In  furtherance  of  its  plans  for the construction
     management  business,  CFC  Partners  is planning to establish, through the
     Company  or  a to-be-formed subsidiary of the Company, a dealer network for
     the  sale  of residential and commercial conservatories manufactured in the
     United Kingdom. With respect to the real estate development business, which
     would  also  be  operated through a to-be-formed subsidiary of the Company,
     CFC  Partners  initially  intends  to  acquire  residential  apartment  and
     commercial  office  buildings in the states of Illinois and New York. These
     properties would be upgraded as necessary to enhance their value and, where
     possible, converted into either co-op or condominium units. This plan would
     be  expanded  to  other  metropolitan  locations  in  the  future.

4.   RESTRICTED  ASSETS

     As  required  by  the  terms of the option agreement with CFC Partners, the
     Company  deposited  $331,434  (representing  the  tender  price  of  $4.40
     multiplied  by  the  75,326  shares of preferred stock not tendered) into a
     bank  escrow  account  for  the  benefit  of  the  remaining  preferred
     shareholders.  The  funds  in this account, including any earnings thereon,
     are  restricted  in  that  they  may  only  be  used  by the Company to pay
     dividends  or  make  other  distributions to the preferred shareholders. At
     September  30,  2002,  these  assets  consisted  entirely  of  cash.

5.   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


Consumers Financial Corporation                                           Page 8
Form 10-Q                                                     September 30, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                  (UNAUDITED)

5.   SALE OF STOCK OF CONSUMERS LIFE (CONTINUED):

     subsidiary  plus  $250,000  for  its  state  insurance  licenses.  The sale
     transaction  was  approved  by the Delaware Insurance Department on June 5,
     2002.

6.   INCOME  TAXES:

     Deferred  income  taxes  represent  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  September  30,  2002 and December 31, 2001, the Company had no material
     deferred  tax  liabilities.  At  September  30,  2002,  the  Company's only
     deferred  tax assets consisted of (i) $2,001,000 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.
     These deferred tax assets, which totaled $6,458,000, 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, was also fully offset by a
     valuation  allowance.

     No  provision  has  been  made in the consolidated financial statements for
     income  taxes  on  pre-tax income or on net unrealized appreciation of debt
     securities  because of the above referenced operating loss and capital loss
     carry  forwards,  which  have  been  fully offset by a valuation allowance.

7.   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 financial condition
     or  future  operating results 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.

     In  August 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  an  immaterial  counterclaim  the defendant had filed against the
     Company.  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
     collectability  of  such  amount.


Consumers Financial Corporation                                           Page 9
Form 10-Q                                                     September 30, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                  (UNAUDITED)

8.   REDEEMABLE PREFERRED STOCK:

     On  August  23,  2002,  the  Company completed a tender offer to all of its
     preferred  shareholders,  pursuant  to  which  it  purchased 377,288 shares
     (approximately  83.4%  of  the  shares outstanding) at $4.40 per share plus
     accrued  dividends.  The tender offer was completed in conjunction with and
     was a condition to the exercise of the option by CFC Partners. Since all of
     the Company's remaining assets would have been distributed to the preferred
     shareholders  if  the  Company  had been liquidated, the Board of Directors
     believed  that  the  exercise of the option (and the related termination of
     the  Plan  of  Liquidation)  should  not  take  place  until  the preferred
     shareholders  had  been  given  a chance to exchange their shares for cash.

     The  terms  of  the  redeemable preferred stock require the Company to make
     annual  payments to a sinking fund. Such payments were to have commenced on
     July  1,  1998. 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 a result of the Company's purchases of preferred stock in the
     open  market  and  in  the  tender  offer  described above, no sinking fund
     payment  for  the  preferred  stock  is due until July 1, 2006. However, in
     connection  with  the  exercise  of the option by CFC Partners, the Company
     deposited  $331,434  into  a  bank  trust  account  for  the benefit of the
     remaining  preferred  shareholders  (see  Note  4).


Consumers Financial Corporation                                          Page 10
Form 10-Q                                                     September 30, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                  (UNAUDITED)

9.   PER SHARE INFORMATION:

<TABLE>
<CAPTION>
                                                               NINE MONTHS     NINE MONTHS     THREE MONTHS     THREE MONTHS
                                                                  ENDED           ENDED            ENDED           ENDED
                                                              SEPTEMBER 30,   SEPTEMBER 30,    SEPTEMBER 30,   SEPTEMBER 30,
                                                                  2002             2001            2002             2001
                                                             ---------------  --------------  ---------------  --------------
<S>                                                          <C>              <C>             <C>              <C>

Net income (loss)                                            $      163,889       ($501,969)  $      123,889       ($332,225)
Preferred stock dividends                                          (239,806)       (289,391)         (47,445)        (96,180)
Accretion of carrying value of  preferred stock                     (83,708)        (14,210)         (74,821)         (4,915)
                                                             ---------------  --------------  ---------------  --------------

Numerator for basic loss per share - income
            (loss) attributable to common shareholders             (159,625)       (805,570)           1,623        (433,320)

Effect of dilutive securities                                             0               0                0               0
                                                             ---------------  --------------  ---------------  --------------

Numerator for diluted loss per share                              ($159,625)      ($805,570)  $        1,623       ($433,320)
                                                             ===============  ==============  ===============  ==============

Denominator for basic loss per share -
            weighted average shares outstanding                   2,909,419       2,577,883        3,574,636       2,577,291
Effect of dilutive securities                                             0               0                0               0
                                                             ---------------  --------------  ---------------  --------------

Denominator for diluted loss per share                            2,909,419       2,577,883        3,574,636       2,577,291
                                                             ===============  ==============  ===============  ==============

Basic and diluted loss per common share                              ($0.05)         ($0.31)            ----          ($0.17)
                                                             ===============  ==============  ===============  ==============
</TABLE>

10.  SUBSEQUENT EVENT:

     On  November  18,  2002,  the  Company filed preliminary proxy solicitation
     materials  with the Securities and Exchange Commission in connection with a
     Special  Meeting of shareholders to be held January 9, 2003. At the Special
     Meeting,  the  Company's  common shareholders will be asked to consider and
     vote upon a proposal to reinstate the voting rights of the 2,700,000 shares
     of  common stock owned by CFC Partners. Because these shares represent more
     than 20% of the total outstanding shares of the Company, under Pennsylvania
     law,  CFC  Partners  is not entitled to vote the shares with respect to any
     matters  unless and until the voting rights of the shares are reinstated by
     the  affirmative  vote  of the majority of the Company's outstanding common
     shares  (excluding  the  shares  held  by  CFC  Partners).


Consumers Financial Corporation                                          Page 11
Form 10-Q                                                     September 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 financial
condition  at  September 30, 2002 and its results of operations for the nine and
three  months ended September 30, 2002 is presented below.  Information relating
to  the  nine  and  three  months ended September 30, 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  a 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 would be liquidated and dissolved.

     The  Plan  of  Liquidation  permitted the Board of Directors to continue to
consider  other  alternatives  to  liquidating  the Company.  Because the common
shareholders  would not receive a distribution under the plan of liquidation and
dissolution,  and  the  preferred  shareholders would receive less than the full
liquidation  value  of  their  shares,  the  Board  of Directors determined that
selling  the  Company  for  its  value  as a "public company shell" was a better
alternative  for  the  common  and  preferred  shareholders than liquidating the
Company.  Accordingly,  in  August  2001,  the Company sent request for proposal
letters  to  several investor groups that had expressed an interest in acquiring
the  Company  and  issued a press release soliciting similar offers.  In October
2001,  the  Board of Directors met to consider three offers which were received,
one  of  which was from CFC Partners, Ltd. (CFC Partners).  Following its review
of  each  offer,  the  Board determined that the offer from CFC Partners was the
best  offer.  In  February  2002,  the  Company and CFC Partners entered into an
option agreement which permitted CFC Partners to acquire a 51.2% interest in the
Company  at  $.04  per  share.  The  option held by CFC Partners was exercisable
within  15  business  days  following  the completion by the Company of a tender
offer  to  the preferred shareholders.  The completion of this tender offer was,
in  turn, dependent on the sale of the Company's remaining insurance subsidiary,
since  substantially all of the Company's assets were held by the subsidiary and
state  insurance  laws  would  not  permit  the  withdrawal  of  those  assets.


Consumers Financial Corporation                                          Page 12
Form 10-Q                                                     September 30, 2002
<PAGE>
     In  June  2002, the Company completed the sale of the insurance subsidiary.
In  July  2002,  the Board of Directors approved a tender offer to the Company's
preferred  shareholders  at  a  price  of $4.40 per share, and on July 19, 2002,
tender  offer  materials  were mailed to the holders of the preferred stock.  On
August  23,  2002,  the  Company purchased 377,288 shares of preferred stock, or
83.4%  of  the  total  preferred shares outstanding, from those shareholders who
elected  to  tender  their  shares.

     On  August  28,  2002,  the  Board  of  Directors  terminated  the  Plan of
Liquidation  and  authorized the issuance of 2,700,000 shares of common stock to
CFC  Partners.  Donald  J.  Hommel,  the  president  of  CFC  Partners, was also
appointed as a Director of the Company to fill an existing vacancy on the Board.
Following  such  appointment,  the  Company's  officers  resigned  and the Board
elected  Mr.  Hommel as the Company's President and Chief Executive Officer.  In
addition,  James  C.  Robertson and John E. Groninger, who had been Directors of
the  Company  for  more  than  30  years,  also  resigned.

     On October 17, 2002, the Board of Directors appointed Shalom S. Maidenbaum,
Esq. as an additional Director of the Company to fill an existing vacancy on the
Board.  In addition, the Directors elected Mr. Hommel as the Company's Treasurer
and  Mr.  Maidenbaum  as  the  Company's  Vice  President  and  Secretary.

     As a result of the approval of the Plan of Liquidation, the Company adopted
a  liquidation  basis of accounting for the period from March 25, 1998 to August
28, 2002.  Under this basis of accounting, assets were stated at their estimated
net  realizable  values  and  liabilities  were  stated  at  their  anticipated
settlement  amounts.  As  a  result of the transaction with CFC Partners and the
related  termination  of the Plan of Liquidation, effective August 29, 2002, the
Company  re-adopted  accounting principles applicable to going concern entities.
Furthermore,  as  discussed  in  Note  2  of the Notes to Consolidated Financial
Statements  appearing  elsewhere in this Form 10-Q, the Company has restated its
liquidation-basis  financial  statements  for  prior  periods  to  conform  such
statements  to  the  current  presentation.

     At  September  30,  2002,  the  Company  had  no  business operations.  CFC
Partners  intends  to  pursue  strategic  alliances,  as  well  as  a  merger or
combination  of existing businesses with the Company.  With respect to its plans
for  strategic  alliances,  the  Company will initially focus on partnering with
companies  specializing  in construction management and real estate development.

     At  September  30,  2002,  the  Company's  shareholders'  equity deficiency
totaled  $72,633  compared to a shareholders' equity deficiency of $2,079,119 at
December  31, 2001.  For the first nine months of 2002, the Company's net income
was  $163,889  and  dividends  to  preferred  shareholders  totaled  $239,806.

                         RESULTS  OF  OPERATIONS

     A  discussion  of the material factors which affected the Company's results
of operations for the nine and three months ended September 30, 2002 and 2001 is
presented  below.

NINE  MONTHS  ENDED  SEPTEMBER  30,  2002  AND  2001

     For  the  nine  months  ended  September 30, 2002, the Company reported net
income  of  $163,889  (a  loss of $.05 per share because of preferred dividends)
compared  to a net loss of $501,969 ($.31 per share) in the same period of 2001.


Consumers Financial Corporation                                          Page 13
Form 10-Q                                                     September 30, 2002
<PAGE>
The  2002 results were positively impacted by a $242,480 gain on the sale of the
Company's  life  insurance subsidiary and $255,000 in proceeds received from the
settlement  of  litigation  and  other  disputes.  The gain from the sale of the
insurance  subsidiary  includes  a  $178,483 gain from the sale of the insurance
licenses  and the charter, a $56,448 gain from the transfer of appreciated bonds
to the buyer and $7,549 in other gains.  Prior to the collection of the $255,000
in  settlement  proceeds, the Company had not reflected any amounts due from the
other  parties in its financial statements because of the uncertainty as to both
the  amounts  which  might  be  received and the collectability of such amounts.
Offsetting  these non-recurring revenues were (i) a decline in investment income
(from  $122,705  last  year  to  $44,295  in 2002) due to both a decrease in the
Company's  invested  asset base and a decline in short-term interest rates, (ii)
an  increase  in insurance costs (from $34,176 in 2001 to $64,537 in 2002) and a
$37,867  increase  in  other  fees,  primarily  due to a $29,117 fee paid 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 results in 2001 were adversely affected by a $216,000 charge
related  to  the  settlement  of  certain  litigation  matters  and  an  $80,250
write-down  of  the  value  of  the  state licenses and charter of the insurance
subsidiary,  based  on the Company's assessment at that time that the subsidiary
would  be  liquidated  rather  than  sold.

     For  the  nine  months  ended  September  30,  2001, the Company originally
reported  an  excess of expenses over revenues of $421,719 under the liquidation
basis  of accounting.  This amount differs from the $501,969 of net income being
reported in the accompanying consolidated financial statements by $80,250, which
is  the  amount  of  the  write-down  of the value of the insurance licenses and
charter  referred  to  above.  Under  liquidation  accounting,  this  amount was
treated as an adjustment of assets to estimated net realizable value and was not
included  in  the  determination  of  the  excess  of  expenses  over  revenues.

THREE  MONTHS  ENDED  SEPTEMBER  30,  2002  AND  2001

     The  Company's  net income for the third quarter of 2002 was $123,889 (less
than  $.01 per share) compared to a net loss of $332,225 ($.17 per share) in the
third quarter of 2001.  The $255,000 in settlement proceeds, as discussed above,
was  a  significant  factor  in  the  level of net income reported for the third
quarter  of  2002.  For the same period in 2001, the Company reported a $216,000
charge  in connection with the settlement of certain litigation matters, as well
as  a  $27,250  write-down  of  the  value  of  the state insurance licenses and
charter.

                             FINANCIAL  CONDITION

CAPITAL  RESOURCES

     The  Company  currently  has  no  commitments for any capital expenditures.
However,  if  the  Company  develops  certain  planned  strategic  alliances  or
identifies a target company to be merged or otherwise combined with the Company,
the  Company's  plans regarding capital expenditures and related commitments are
likely  to  change.

     For  the  nine months ended September 30, 2002, the Company's cash and cash
equivalents  decreased  by  $1,565,363  (from $1,802,265 at the beginning of the
year  to $236,902 at September 30, 2002.  The decrease is principally the result
of  the  Company's  tender offer to its preferred shareholders.  In August 2002,
the  Company  paid $1,660,067 to acquire the 377,288 shares which were tendered.


Consumers Financial Corporation                                          Page 14
Form 10-Q                                                     September 30, 2002
<PAGE>
The  Company also paid $335,986 in dividends to the preferred shareholders.  (As
a  result  of  the  tender  offer,  the  Company's  current  preferred  dividend
requirement  has been reduced from $96,180 per quarter to $16,007).  Further, in
connection  with  the  acquisition  of a majority interest in the Company by CFC
Partners,  the  Company  deposited  cash  in  the amount of $331,434 into a bank
escrow  account for the benefit of the preferred shareholders who did not tender
their  shares.  These  decreases  in  available  cash  were  partially offset by
$945,181  in  proceeds received from the sale of bonds which were transferred to
the  buyer  of  the  Company's  insurance  subsidiary.

     The  Company's  shareholders'  equity  deficiency  decreased  significantly
during  the  nine  months  ended  September  30,  2002.  The  deficiency totaled
$2,079,119  at  the end of 2001 compared to a deficiency of $72,633 at September
30,  2002.  The  reduction in the amount of the deficiency is principally due to
the  Company's  purchase of 377,288 shares of its preferred stock in August 2002
at  $4.40  per  share, which was less than the $9.78 per share carrying value of
such  shares  at  the  end  of 2001.  Net income of $163,889 further reduced the
deficiency,  but was more than offset by preferred shareholder dividends for the
period  of  $239,806.

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. While the Company was in
liquidation,  its  principal  sources  of  cash funds were investment income and
proceeds  from  the  sales  of  non-liquid  assets.  In  connection  with  the
acquisition  of  the Company by CFC Partners, substantially all of the Company's
remaining  liquid  assets  were used to complete a tender offer to the preferred
shareholders  in  August  2002.

     Because  the  Company currently has no business operations, the adequacy of
the  Company's liquidity position in the future will be dependent on its ability
to  form  strategic  alliances  with  existing  businesses  or to acquire and/or
develop  businesses  with  meaningful  revenues  and  positive  cash flows.  The
Company currently has minimal cash resources.  However, management believes that
new  cash  revenue  sources  will be developed before the Company's current cash
funds  have  been  depleted.

REDEEMABLE  PREFERRED  STOCK

     On  August  23,  2002,  the  Company completed a tender offer to all of its
preferred  shareholders,  pursuant  to  which  it  purchased  377,288  shares
(approximately  83.4% of the shares outstanding) at $4.40 per share plus $47,445
in  accrued  dividends.  The  tender offer was completed in conjunction with and
was a condition to the exercise of the option by CFC Partners.  Since all of the
Company's  remaining  assets  would  have  been  distributed  to  the  preferred
shareholders  if  the  Company  had  been  liquidated,  the  Board  of Directors
believed  that  the  exercise  of the option (and the related termination of the
Plan  of Liquidation) should not take place until the preferred shareholders had
been  given  a  chance  to  exchange  their  shares  for  cash.

     The  terms  of  the  redeemable preferred stock require the Company to make
annual payments to a sinking fund.  Such payments were to have commenced on July
1,  1998.  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 a
result  of  the Company's purchases of preferred stock in the open market and in
the  tender  offer, no sinking fund payment for the preferred stock is due until
July  1,  2006.  However,  in  connection with the exercise of the option by CFC
Partners,  the  Company  deposited  $331,434  into  a bank trust account for the
benefit  of  the  remaining  preferred  shareholders (see Note 4 of the Notes to
Consolidated  Financial  Statements  appearing  elsewhere  in  this  Form 10-Q).


Consumers Financial Corporation                                          Page 15
Form 10-Q                                                     September 30, 2002
<PAGE>
ITEM  3.         QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK

     The  requirements for certain market risk disclosures are not applicable to
the  Company  because,  at September 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.

ITEM  4.          CONTROLS  AND  PROCEDURES

     The Company's President and Chief Executive Officer/Chief Financial Officer
evaluated the Company's disclosure controls and procedures within 90 days of the
filing date of this quarterly report.  Based upon this evaluation, the Company's
President and Chief Executive Officer/Chief Financial Officer concluded that the
Company's  disclosure  controls  and  procedures  are effective in ensuring that
material information required to be disclosed is included in the reports that it
files  with  the  Securities  and  Exchange  Commission.

     There were no significant changes in the Company's internal controls or, to
the  knowledge  of  the  management  of the Company, in other factors that could
significantly  affect  these  controls  subsequent  to  the  evaluation  date.


Consumers Financial Corporation                                          Page 16
Form 10-Q                                                     September 30, 2002
<PAGE>
                           PART II. OTHER INFORMATION


ITEM  1.       LEGAL  PROCEEDINGS

               Except  for  the  matters  discussed  in  Note  7 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
               conduct  of  its previous business, nor have any such proceedings
               been terminated during the three months ended September 30, 2002.

ITEM  2.       CHANGES  IN  SECURITIES

               During the three months ended September 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.

ITEM  3.       DEFAULTS  UPON  SENIOR  SECURITIES

               As  of  September  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 the
               registrant's  preferred  stock. The quarterly dividend payable to
               the  registrant's  preferred  shareholders on October 1, 2002 was
               declared  by  the Board of Directors on October 17, 2002 and paid
               November  7.

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 September 30, 2002. See
               Note  10  of  the  Notes  to  Consolidated  Financial  Statements
               regarding  a  planned  special  meeting  of  shareholders for the
               purpose  of  considering  and voting upon a proposal to reinstate
               the  voting  rights  of  the 2,700,000 shares of Company's common
               stock  held  by  CFC  Partners.

ITEM  5.       OTHER  INFORMATION

               None


Consumers Financial Corporation                                          Page 17
Form 10-Q                                                     September 30, 2002
<PAGE>
ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     Exhibits:
                                     Part I
                                     ------
               (11) Statement re computation of per share earnings (iv)
               (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) Certification of Chief Executive Officer (Section 302 of
                      Sarbanes-Oxley Act) (iii)
             (99.2) Certification of Chief Financial Officer (Section 302 of
                      Sarbanes-Oxley Act) (iii)
             (99.3) Certification of Chief Executive Officer (Section 906 of
                      Sarbanes-Oxley Act) (iii)
             (99.4) Certification of Chief Financial Officer (Section 906 of
                    Sarbanes-Oxley Act) (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.
                    (iv) Information contained in consolidated financial
                           statements or related notes

          (b)  On  September  4,  2002,  the Company filed a Form 8-K announcing
               that  CFC  Partners,  Ltd.  had  acquired a 51.2% interest in the
               common  stock  of  the  Company  on  August  28, 2002 through the
               issuance  of 2,700,000 authorized but previously unissued shares.
               The Form 8-K further disclosed that at a meeting of the Company's
               Board of Directors held on August 28, 2002, the following actions
               were taken in connection with the issuance of the new shares: (i)
               Donald J. Hommel, the president of CFC Partners, was appointed as
               a  Director  of  the  Company  to fill an existing vacancy on the
               Board,  (ii) the Board accepted the resignations of the Company's
               officers,  (iii)  Mr. Hommel was named as the Company's president
               and  chief executive officer and (iv) James C. Robertson and John
               E.  Groninger  resigned  as  Directors  of  the  Company.


Consumers Financial Corporation                                          Page 18
Form 10-Q                                                     September 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   November 18, 2002                By /S/   Donald J. Hommel
       -----------------                   -------------------------------------
                                           Donald  J.  Hommel
                                           President and Chief Executive Officer




Date   November 18, 2002                By /S/   Donald J. Hommel
       -----------------                   -------------------------------------
                                           Donald  J.  Hommel
                                           Chief  Financial  Officer




Consumers Financial Corporation                                          Page 19
Form 10-Q                                                     September 30, 2002
<PAGE>