SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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                              April 30, 2002
     ------------------------                           -------------------
         $.01  Stated  Value                             2,576,810  shares


<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                                TABLE OF CONTENTS


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


Item  1.  Financial  Statements:

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

          Consolidated Statements of Changes in Net Assets in Liquidation -
            For the Three Months Ended March 31, 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


Consumers Financial Corporation                                           Page 2
Form 10-Q                                                         March 31, 2002
<PAGE>
<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

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



                                                                           MARCH 31,    DECEMBER 31,
(IN THOUSANDS)                                                                2002          2001
------------------------------------------------------------------------------------------------------
                                                                          (UNAUDITED)
<S>                                                                       <C>           <C>
Assets
------
Investments:
     Fixed maturities                                                     $        915  $         930
     Mortgage loans on real estate                                                   9             13
     Short-term investments                                                      1,657          1,795
                                                                          ------------  -------------
          Total investments                                                      2,581          2,738

Cash                                                                                31              7
Accrued investment income                                                           19              9
Other receivables                                                                   14             14
Other assets                                                                       292            253
                                                                          ------------  -------------
          Total assets                                                           2,937          3,021
                                                                          ------------  -------------

Liabilities and Redeemable Preferred Stock
------------------------------------------
Liabilities:
     Unclaimed property                                                            155            159
     Severance pay                                                                 178            178
     Preferred dividends payable                                                    96             96
     Other liabilities                                                             177             50
                                                                          ------------  -------------
                                                                                   606            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, $2,195;
        2001, $1,989)                                                            2,331          2,538
                                                                          ------------  -------------

          Total liabilities and redeemable preferred stock                       2,937          3,021
                                                                          ------------  -------------

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

                 See Notes to Consolidated Financial Statements


Consumers Financial Corporation                                           Page 3
Form 10-Q                                                         March 31, 2002
<PAGE>
<TABLE>
<CAPTION>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


IN THOUSANDS)                                                   2002    2001
------------------------------------------------------------------------------
<S>                                                            <C>     <C>
Revenues:
     Net investment income                                     $  20   $  47
     Miscellaneous                                                15      39
                                                               ------  ------
                                                                  35      86
                                                               ------  ------
Expenses:
     Rent and related costs                                        6       6
     Salaries and employee benefits                               43      46
     Professional fees                                            40      35
     Taxes, licenses and fees                                      8       8
     Miscellaneous                                                33      29
                                                               ------  ------
                                                                 130     124
                                                               ------  ------

Excess of expenses over revenues                                 (95)    (38)
Decrease in unrealized appreciation of debt securities           (15)     (5)

Preferred stock dividends                                        (96)    (97)

Adjustment of preferred stock to estimated liquidation value     206     131

Retirement of treasury shares - preferred                                  9
                                                               ------  ------
Decrease in net assets for the period                              0       0

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

                 See Notes to Consolidated Financial Statements


Consumers Financial Corporation                                           Page 4
Form 10-Q                                                         March 31, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                           (IN PROCESS OF LIQUIDATION)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 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 is liquidating its remaining assets and paying or providing for all
     of  its  liabilities. If the Company proceeds with the Plan of Liquidation,
     all  of  its remaining cash will eventually be distributed to the preferred
     shareholders. The Company does not expect to be able to make any payment to
     its  common  shareholders  under the Plan of Liquidation. As discussed more
     fully  in  Note  2,  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. Since
     there  is  no assurance at this time that the option will be exercised, the
     Company  continues  to  proceed  with  the  Plan  of  Liquidation.

     The  consolidated  financial  statements  include the accounts of Consumers
     Financial  Corporation  and  its  wholly-owned  subsidiary,  Consumers Life
     Insurance  Company  (Consumers  Life).

     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 March 31, 2002 and the consolidated changes in
     its  net  assets  for  the  three  months  ended  March  31, 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 three months ended March 31, 2002 are not
     necessarily  indicative  of  the  changes to be expected for the full year.


Consumers Financial Corporation                                           Page 5
Form 10-Q                                                         March 31, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                           (IN PROCESS OF LIQUIDATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


2.   PLANNED  SALE  OF  CONSUMERS  LIFE AND PROPOSED ACQUISITION OF THE COMPANY:

     AGREEMENT  TO SELL CONSUMERS LIFE: On January 31, 2002, the Company entered
     into  a Stock Purchase Agreement to sell all of the stock of Consumers Life
     to  Black  Diamond  Insurance  Group,  Inc., a Delaware corporation. At the
     closing  of  this  transaction,  the Company will receive cash equal to the
     fair value of the net assets of Consumers Life plus $10,000 for each of the
     subsidiary's  25  state  insurance  licenses.  On  February  21,  2002, the
     purchasers  filed  a  Form A with the Delaware Insurance Department seeking
     approval of the change in control. Such approval is expected to be received
     on  or  about  May  31,  2002.

     OPTION  AGREEMENT: 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 by the Company of a tender offer to
     the  preferred  shareholders,  in which those shareholders will be given an
     opportunity  to  receive  a  cash payment in exchange for their shares. The
     tender 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.  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 a transaction of this type in lieu of 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 will 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                                                         March 31, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                           (IN PROCESS OF LIQUIDATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


2.   PLANNED  SALE  OF  CONSUMERS  LIFE  AND PROPOSED ACQUISITION OF THE COMPANY
     (CONTINUED):

     The  sale of Consumers Life, as discussed above, is essential to completing
     the  Company's tender offer to the preferred shareholders because virtually
     all  of  the  Company's cash funds are held by Consumers Life and cannot be
     withdrawn under Delaware insurance laws until the subsidiary is either sold
     or  liquidated.

3.   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 March
     31,  2002  and  December 31, 2001, the Company had no material deferred tax
     liabilities  and  only  one  material  deferred  tax  asset relating to net
     operating  loss  carry  forwards.  This  deferred  tax asset, which totaled
     $2,010,000  and  $2,013,000  at  March  31,  2002  and  December  31, 2001,
     respectively,  has  been  fully  offset  by  a  valuation  allowance.

4.   COMMITMENTS  AND  CONTINGENCIES:

     In  1997,  the  Company  and  a third party reinsurer were sued by a former
     general  agency  with  whom  the  Company  had a partnership agreement. The
     claimant  was  seeking  monetary damages to compensate it for the Company's
     alleged  failure to share profits pursuant to the partnership agreement and
     for  other alleged losses. The Company filed two counterclaims against this
     agency  seeking damages for losses the Company sustained as a result of the
     agency's  alleged  breach  of  the  partnership agreement and to recover an
     unpaid  loan  made  to  the  agency.  In  December  2000, the trial for the
     Company's claim for recovery of the unpaid loan took place, and, in January
     2001,  the  court  awarded  a  $90,000 judgment in favor of the Company. In
     August 2001, the parties settled this matter through mediation. As a result
     of  this  settlement, the Company agreed to pay the agency $210,000 in cash
     and  to  mark  as satisfied the $90,000 judgment the Company had previously
     been  awarded.  The  $90,000  receivable  had  been  fully  reserved in the
     Company's  financial  statements.

     Certain  claims  have been filed or are pending against the Company and its
     subsidiary.  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 and its subsidiary. The
     Company  has  taken  certain income tax positions in previous years that it
     believes  are


Consumers Financial Corporation                                           Page 7
Form 10-Q                                                         March 31, 2002
<PAGE>
                 CONSUMERS FINANCIAL CORPORATION AND SUBSIDIARY
                           (IN PROCESS OF LIQUIDATION)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


4.   COMMITMENTS  AND  CONTINGENCIES  (CONTINUED):

     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.

5.   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  in  July  1998.  The  preferred stock terms also provide that any
     purchase  of  preferred  shares by the Company will reduce the sinking fund
     requirements by the redemption value of the shares acquired. As a result of
     the  Company's  purchases of preferred stock prior to 1998, no sinking fund
     payment  was due in 1998, and the required payment due for 1999 was reduced
     from $550,000 to $414,610. The purchase of 18,000 preferred shares in 1999,
     7,400  shares  in  2000,  and 3,447 shares in 2001 further reduced the 1999
     sinking  fund  deficiency  to  $126,140.  On  July  1,  2000, an additional
     $550,000 sinking fund payment became due but was not paid. On July 1, 2001,
     another  $550,000  sinking  fund  payment became due but was also not paid.
     Consequently,  at  March  31,  2002,  the total sinking fund deficiency was
     $1,226,140.  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.

     As  indicated  in  Note  2,  the  Company  intends  to make an offer to the
     preferred shareholders to purchase, for cash, all outstanding shares of the
     preferred  stock.  The  Company  expects  to  mail  the  necessary offering
     documents  to  its  preferred  shareholders by mid-June 2002, following the
     approval  of  such  documents  by  the  Securities and Exchange Commission.
     Payments  to  those  shareholders  who  elect  to  tender  their shares are
     expected  to  be  made  by  mid-July  2002.


Consumers Financial Corporation                                           Page 8
Form 10-Q                                                         March 31, 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  March  31,  2002  and  the  changes  in  its  net assets in
liquidation  for  the  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 so that it
can distribute its remaining cash to its preferred shareholders.  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 by
the  Company  of a tender offer to its preferred shareholders. The tender 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.
If  the  option is exercised, CFC Partners intends to merge or otherwise combine
certain  existing  and  start-up  businesses  into  the  Company.


Consumers Financial Corporation                                           Page 9
Form 10-Q                                                         March 31, 2002
<PAGE>
     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  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 is exercised, the
liquidation  of  the  Company  would 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.
Similarly,  any  future decreases during the remainder of the liquidation period
will  continue  to reduce the amount available for distribution to the preferred
shareholders.  During  the  first  three  months of 2002, this reduction totaled
$206,000  compared  to  a reduction in the same period of 2001 of $131,000.  The
decline  in  the  current year was principally due to an excess of expenses over
revenues  of  $95,000  and preferred dividends of $96,000.  For the three months
ended  March  31,  2001,  the  excess  of expenses over revenues was $38,000 and
preferred  dividends  totaled  $97,000.

                 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 three months ended March 31, 2002 and 2001
is  presented  below.

THREE MONTHS ENDED MARCH 31, 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
quarter of 2002, the estimated liquidation value of the preferred stock declined
by  $206,000.  As  a  result, at March 31, 2002, the 452,614 shares of preferred
stock  outstanding  had  an  estimated  liquidation  value  of  $2,331,000.

     The  decrease  in the liquidation value of the preferred stock in the first
three  months  of 2002 was due to an excess of expenses over revenues of $95,000
and  to  preferred  dividends  of  $96,000.  The  Company  continues  to  incur
professional  fees,  primarily legal and accounting fees, in connection with the
liquidation  process.  During  the  first  three months of the year, the Company
also  incurred  approximately  $6,000  in  legal  fees  relating  to  the option
agreement  with  CFC Partners.  Accounting fees in connection with year-end 2001
financial  reporting  totaled  $24,000.  In  addition,  the Company's investment
income declined sharply (from $47,000 in the first quarter of 2001 to $20,000 in


Consumers Financial Corporation                                          Page 10
Form 10-Q                                                         March 31, 2002
<PAGE>
2002) because of a continuing decline in investable assets (due to negative cash
flows)  and  a  drop  in  short-term  interest  rates.

THREE MONTHS ENDED MARCH 31, 2001

     In  the  first  quarter  of  2001,  the  estimated liquidation value of the
preferred  stock  decreased  by  $131,000  to  $3,147,000.  This decrease in the
liquidation  value  was  primarily  due  to  $97,000  in  dividends  paid to the
preferred  shareholders and an excess of expenses over revenues of $38,000.  The
Company incurred $35,000 in audit, legal and actuarial fees during the period in
connection  with  year-end  financial  reporting matters and ongoing litigation.
The  Company's  investment  income  for  the  quarter  was  $47,000.

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

     If  the  option discussed above 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 a 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 most significant of
which  is the timing of the proposed sale of Consumers Life, since substantially
all of the Company's assets are held by this subsidiary and are restricted as to
their  use  by state insurance regulations. In January, the Company entered into
an  agreement  to  sell  the  subsidiary and its 25 state insurance licenses. In
February  2002,  the  purchasers  filed  a  Form  A  with the Delaware Insurance
Department  seeking  the  Department's  approval of the change in control.  Such
approval  is  expected  to  be  received  by  May  31,  2002.

     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 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 preferred shareholders until (i) Consumers
Life is sold, (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


Consumers Financial Corporation                                          Page 11
Form 10-Q                                                         March 31, 2002
<PAGE>
period  by approximately $325,000 to $375,000.  Actual revenues and expenses and
other  net  asset  changes  could vary  significantly from the present estimates
due  to  uncertainties  regarding  (  i)  when  the remaining non liquid assets,
particularly  the  stock  of  Consumers  Life, will be liquidated, (ii) when the
tender  offer  to  the  preferred shareholders occurs, (iii) the level of actual
expenses  which will be incurred and (iv) 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 three months ended March 31, 2002, the Company's cash and invested
assets  decreased  by  $133,000, from $2,745,000 at the beginning of the year to
$2,612,000  at  March 31, 2002.  As indicated above, the decrease is principally
the  result  of both an excess of expenses over revenues and preferred dividends
paid.

     Invested  assets  at  March  31,  2002  consisted  principally of ( i) U.S.
Treasury  Notes,  owned  by Consumers Life, which are on deposit with four state
insurance  departments  in  connection  with  licensing  requirements,  (ii) one
mortgage  loan,  which  is  scheduled to be paid in full by June 2002 and  (iii)
short-term  investments,  principally  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
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 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 available 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 its ability to sell its remaining
non-liquid  assets  and  the  timing  of  such sales, as well as on the level of


Consumers Financial Corporation                                          Page 12
Form 10-Q                                                         March 31, 2002
<PAGE>
expenses  the  Company  must incur during the liquidation period.  The Company's
liquidity  has  been particularly affected by the fact that virtually all of its
assets  are held by Consumers Life and are 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  in  July 1998.  The preferred stock terms also provide that any purchase of
preferred shares by the Company will reduce the sinking fund requirements by the
redemption value of the shares acquired.  As a result of the Company's purchases
of  preferred  stock prior to 1998, no sinking fund payment was due in 1998, and
the  required  payment  due for 1999 was reduced from $550,000 to $414,610.  The
purchase  of  18,000  preferred  shares in 1999, 7,400 shares in 2000, and 3,447
shares in 2001 further reduced the 1999 sinking fund deficiency to $126,140.  On
July 1, 2000, an additional $550,000 sinking fund payment became due but was not
paid.  On July 1, 2001, another $550,000 sinking fund payment became due but was
also  not  paid.  Consequently,  at  March  31,  2002,  the  total  sinking fund
deficiency  was  $1,226,140.  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.

     As  indicated  above,  in  connection  with the proposed acquisition of the
Company  by  CFC Partners, the Company intends to make an offer to the preferred
shareholders  to  purchase,  for  cash,  all outstanding shares of the preferred
stock.  The  Company  expects  to  mail  the necessary offering documents to its
preferred  shareholders  by  mid-June  2002,  following  the  approval  of  such
documents  by  the  Securities  and  Exchange  Commission.  Payments  to  those
shareholders  who  elect  to  tender  their  shares  are  expected to be made by
mid-July  2002.

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.
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.


Consumers Financial Corporation                                          Page 13
Form 10-Q                                                         March 31, 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  March  31,  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                                                         March 31, 2002
<PAGE>
                           PART II. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          Except  for  the  matters  discussed  in  Note  4  of  the  Notes  to
          Consolidated  Financial  Statements  included  elsewhere  in this Form
          10-Q,  neither  the  registrant nor its subsidiary are 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  March  31,  2002.

ITEM 2.   CHANGES IN SECURITIES

          During  the  three  months  ended  March  31, 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 5
          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 March 31, 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
          5  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  March  31,  2002.

ITEM  5.  OTHER  INFORMATION

          None


Consumers Financial Corporation                                          Page 15
Form 10-Q                                                         March 31, 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) (iii)
                    (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) Additional  exhibits  (ii)

                         (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)  No reports on Form 8-K were filed by the Company during the
                    three months ended March 31, 2002.


Consumers Financial Corporation                                          Page 16
Form 10-Q                                                         March 31, 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   May 13, 2002                 By  /S/  James C. Robertson
       ------------                     -------------------------------------
                                        James C. Robertson
                                        President and Chief Executive Officer



Date   May 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                                                         March 31, 2002
<PAGE>