================================================================================
                            SCHEDULE 14C INFORMATION

                              INFORMATION STATEMENT
        PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
================================================================================

Check the appropriate box:

     [X]  Preliminary Information Statement
     [ ]  Confidential, for Use of the Commission Only (as permitted by Rule
          14c-5(d)(2))
     [ ]  Definitive Information Statement


                         CONSUMERS FINANCIAL CORPORATION
                (Name of registrant as Specified in its Charter)



Payment of Filing Fee (Check the appropriate box):

     [X]  No fee required

     [ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
          (1)  Title of each class of securities to which transaction applies:
          (2)  Aggregate number of securities to which transaction applies:  . .
          (3)  Per unit price or other underlying value of transaction computed
               pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
               the filing fee is calculated and state how it was determined):
          (4)  Proposed maximum aggregate value of transaction:  . . . . . . . .
          (5)  Total fee paid:   . . . . . . . . . . . . . . . . . . . . . . . .

     [ ]  Fee paid previously by written preliminary materials

     [ ]  Check box if any part of the fee is offset as provided by Exchange Act
          Rule 0-11(a)(2) and identify the filing for which the offsetting fee
          was paid previously. Identify the previous filing by registration
          statement number, or the Form or Schedule and the date of its filing.
          (1)  Amount Previously Paid:   . . . . . . . . . . . . . . . . . . . .
          (2)  Form, Schedule or Registration Statement No.:   . . . . . . . . .
          (3)  Filing Party:   . . . . . . . . . . . . . . . . . . . . . . . . .
          (4)  Date Filed:   . . . . . . . . . . . . . . . . . . . . . . . . . .



                         CONSUMERS FINANCIAL CORPORATION
                                132 Spruce Street
                           Cedarhurst, New York  11516


================================================================================
                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON        , 2003
================================================================================

Dear Shareholders:

     A  special  meeting  of  shareholders of Consumers Financial Corporation, a
Pennsylvania corporation (the "Company"), will be held on        , 2003 at 10:00
a.m.  local  time,  at 132 Spruce Street, Cedarhurst, New York for the following
purposes:

     1.   To  consider  and vote upon a proposal to amend the Company's Articles
          of  Incorporation:

          a.   To  effect  a  one-for-10  reverse  stock  split of the Company's
               common  stock  (the  "Common  Stock")  by  reducing the number of
               issued  and  outstanding shares of Common Stock from 5,276,781 to
               approximately  527,678  (the  "Reverse  Split");  and

          b.   To  authorize  50 million shares of capital stock of the Company,
               of  which  40  million  shares will relate to Common Stock and 10
               million  shares  will  relate  to  preferred stock (including the
               existing  632,500  shares  of convertible preferred stock, series
               A),  subject  to further designation by the Board of Directors of
               the  Company;  and

          c.   To  permit  action  upon  the  written  consent  of less than all
               shareholders  of  the  Company,  pursuant  to section 2524 of the
               Pennsylvania  Business  Corporation  Law  of  1988.

     2.   To  transact  such  other  business  as  may  properly come before the
          special  meeting  and  any  adjournment  or  postponement  thereof.

     Only  shareholders  of record at the close of business on       , 2003 will
be  entitled  to  receive  this  Information Statement and notice of the special
meeting  or  any  adjournment  or  postponement  thereof.


                                   By Order of the Board of Directors,

                                   /S/   Shalom S. Maidenbaum

                                   SHALOM S. MAIDENBAUM
                                   Secretary



Cedarhurst,  New  York
       ,  2003



                         CONSUMERS FINANCIAL CORPORATION
                                132 SPRUCE STREET
                           CEDARHURST, NEW YORK  11516


                              INFORMATION STATEMENT

                     FOR THE SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON        , 2003


                                  INTRODUCTION

     This  Information  Statement  is  being  furnished  to  the shareholders of
Consumers  Financial Corporation, a Pennsylvania corporation (the "Company"), to
inform  them  of  a  special meeting of shareholders.  This meeting (referred to
herein  as  the  "Special  Meeting") will be held on        , 2003 at 132 Spruce
Street,  Cedarhurst,  New  York, at 10:00 a.m. local time.  Only shareholders of
record  at  the  close  of  business on       , 2003 (the "Record Date") will be
entitled  to  receive  this  Information  Statement  and  to vote at the Special
Meeting.  This Information Statement and the Notice of Special Meeting are first
being  mailed  to  the  Company's  shareholders  on  or  about         ,  2003.

     At the Special Meeting, holders of common stock (the "Common Stock") of the
Company  will  be  asked  to  consider  and  vote  upon  a proposal to amend the
Company's  Articles  of  Incorporation  (i) to effect a one-for-10 reverse stock
split  of the Company's common stock (the "Common Stock") by reducing the number
of issued and outstanding shares of Common Stock from 5,276,781 to approximately
527,678; (ii) to authorize 50 million shares of capital stock of the Company, of
which  40  million shares will relate to Common Stock and 10 million shares will
relate  to preferred stock (including the existing 632,500 shares of convertible
preferred  stock,  series  A),  subject  to  further designation by the Board of
Directors of the Company; and (iii) to permit action upon the written consent of
less  than  all  shareholders  of  the  Company, pursuant to section 2524 of the
Pennsylvania  Business  Corporation  Law  of  1988  (the  "PBCL").

     CFC  Partners,  Ltd.,  a  New  York  corporation  ("CFC  Partners"), owns a
majority  (51.2%) of the Company's issued and outstanding shares of Common Stock
and  intends  to  vote  to  approve  the  proposal described in this Information
Statement.  Accordingly,  no proxies will be solicited and no action is required
on  your  behalf.  The  cost  of  printing  and  distributing  this  Information
Statement  and  holding  the  Special  Meeting  (including  the reimbursement of
certain  parties  for their expenses in forwarding this Information Statement to
beneficial  owners  of  the  Common  Stock)  will  be  paid  by  the  Company.

     The Company's principal executive offices are located at 132 Spruce Street,
Cedarhurst,  New York 11516.  The Company also maintains an office at 1525 Cedar
Cliff  Drive,  Camp  Hill,  Pennsylvania  17011.


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| THIS  DOCUMENT IS REQUIRED UNDER THE FEDERAL SECURITIES LAWS AND IS PROVIDED |
| SOLELY  FOR  YOUR INFORMATION. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE |
| REQUESTED  NOT  TO  SEND  US  A  PROXY.                                      |
--------------------------------------------------------------------------------


                                        1

                       INFORMATION REGARDING THE PROPOSAL

GENERAL

     The  proposal to amend the Company's Articles of Incorporation is described
below.  A  copy  of  the  Articles  of  Incorporation, as amended to reflect the
changes  contemplated by the proposal, is attached to this Information Statement
as  Exhibit  A.

AMENDMENT OF ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

     Purpose:     The  Company's  Board  of  Directors has unanimously adopted a
resolution  seeking  shareholder approval to amend the Articles of Incorporation
to  effect  a  one-for-10  reverse  stock  split  (the  "Reverse  Split") of the
Company's  Common Stock.  The Board of Directors believes that the Reverse Split
is  in the Company's best interests in that it may increase the trading price of
the Common Stock.  An increase in the price of the Common Stock should, in turn,
generate  greater  investor  interest in the Common Stock, thereby enhancing the
marketability  of the Common Stock to the financial community.  In addition, the
resulting  reduction  in  the  number of issued and outstanding shares of Common
Stock, together with the proposed increase in the number of authorized shares of
Common  Stock,  as  discussed  below,  will  provide the Company with additional
authorized  but  unissued shares which could be utilized for future acquisitions
or  mergers  or  to  otherwise  carry  out  the  Company's  business objectives.

     Effect:     The immediate effect of the Reverse Split will be to reduce the
number  of  issued  and  outstanding  shares  of  Common Stock from 5,276,781 to
approximately  527,678.  Although the Reverse Split may also increase the market
price  of the Common Stock, the actual effect of the Reverse Split on the market
price cannot be predicted.  The market price of the Common Stock may not rise in
proportion  to  the reduction in the number of shares outstanding as a result of
the  Reverse  Split.  Further, there is no assurance that the Reverse Split will
lead  to  a  sustained  increase  in  the market price of the Common Stock.  The
market  price of the Common Stock may also change as a result of other unrelated
factors, including the Company's operating performance and other factors related
to  its  business  as well as general market conditions.  The Reverse Split will
affect  all  of the holders of the Company's Common Stock uniformly and will not
affect  any  shareholder's  percentage  ownership  interest  in  the  Company or
proportionate  voting  power,  except for insignificant changes that will result
from the rounding of fractional shares either up or down (see discussion below).

     Procedure  for  Effecting  Reverse  Split:     The  Reverse  Split  of  the
Company's  Common  Stock will become effective upon the filing by the Company of
its  amended  Articles of Incorporation with the Pennsylvania Secretary of State
(the "Effective Date").  The Reverse Split will take place on the Effective Date
without  any  action  on the part of the holders of the Common Stock and without
regard  to the date current certificates representing shares of Common Stock are
physically  surrendered  for  certificates  representing the number of shares of
Common  Stock each shareholder is entitled to receive as a result of the Reverse
Split.  New  certificates  of  Common  Stock will be issued in due course as old
certificates  are  tendered  to  the Company's transfer agent, StockTrans, Inc.,
which  firm  is also acting as the exchange agent in connection with the Reverse
Split.

     Fractional  Shares:    No  fractional  shares  will be issued in connection
with the Reverse Split.  Shareholders who would otherwise be entitled to receive
fractional  shares  because they hold a number of shares of Common Stock that is
not  evenly divisible by 10 will have the number of new shares to which they are
entitled  rounded  to  the  nearest  whole  number of shares.  The number of new
shares  will  be  rounded up if the fractional share is equal to or greater than
0.5  and  rounded  down  if the fraction is less than 0.5.  No shareholders will
receive  cash  in  lieu  of  fractional  shares.

     Federal Income Tax Consequences of Reverse Split:     The following summary
of  certain  material  federal income tax consequences of the Reverse Split does
not  purport  to  be a complete discussion of all of the possible federal income
tax consequences and is included for general information only.  Further, it does
not address any state, local, foreign or other income tax consequences, nor does
it  address the tax consequences to shareholders that are subject to special tax
rules,  such  as  banks,  insurance  companies,  regulated investment companies,
personal  holding  companies,  foreign  entities, nonresident alien individuals,
broker-dealers  and  tax-exempt entities.  The discussion is based on the United
States  federal  income  tax  laws as of the date of this Information Statement.
Such  laws  are  subject to change retroactively as well as prospectively.  This
summary  also  assumes that the shares of the Company's Common Stock are held as
"capital  assets,"  as  defined in the Internal Revenue Code of 1986, as amended
(i.e.,  generally,  property  held  for  investment).  The  tax  treatment  of a
shareholder  may  vary  depending  on  the  facts  and  circumstances  of  such
shareholder.  EACH  SHAREHOLDER  IS URGED TO CONSULT WITH SUCH SHAREHOLDER'S TAX
ADVISOR  WITH  RESPECT  TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.


                                        2

     No  gain  or  loss  should  be  recognized  by  a  shareholder  upon  the
shareholder's  exchange  of shares pursuant to the Reverse Split.  The aggregate
tax  basis  of  the shares received in the Reverse Split will be the same as the
shareholder's  aggregate  tax  basis in the shares exchanged.  The shareholder's
holding  period  for  the  shares received in the Reverse Split will include the
period  during  which the shareholder held the shares surrendered as a result of
the  Reverse  Split.  The  Company's views regarding the tax consequences of the
Reverse  Split  are not binding upon the Internal Revenue Service or the courts,
and  there is no assurance that the Internal Revenue Service or the courts would
accept  the  positions expressed above.  The state and local tax consequences of
the  Reverse  Split  may vary significantly as to each shareholder, depending on
the  state  in  which  such  shareholder  resides.

     No  Dissenters'  Rights:     Pursuant  to  the  PBCL,  the  holders  of the
Company's Common Stock are not entitled to dissenters' rights in connection with
the  Reverse  Split.  Furthermore,  the Company does not intend to independently
provide  those  shareholders  with  any  such  rights.

AMENDMENT  OF  ARTICLES OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES

     Purpose:     The  Company's  Board  of  Directors has unanimously adopted a
resolution  seeking  shareholder approval to amend the Articles of Incorporation
to  increase  the number of authorized shares of capital stock to 50 million, 40
million of which will relate to Common Stock and 10 million of which will relate
to  preferred  stock.  The Board of Directors believes that this increase in the
number  of  authorized  shares is in the best interest of the Company in that it
will provide the Company with available shares which could be issued for various
corporate purposes, including acquisitions, stock dividends, stock splits, stock
options,  convertible  debt  and  equity  financings,  as the Board of Directors
determines  in  its  discretion. The Board further believes that the increase in
the  number  of  authorized  shares  of  Common Stock will enable the Company to
promptly  take  advantage of market conditions and the availability of favorable
opportunities  without  the  delay and expense associated with holding a special
meeting  of  shareholders.

     Effect:     The  issuance by the Company of any additional shares of Common
Stock  would  dilute  both  the  equity  interests and the earnings per share of
existing  holders  of  the  Common  Stock.  Such  dilution  may  be substantial,
depending  upon  the  amount  of  shares issued.  The newly authorized shares of
Common  Stock  will  have  voting  and  other  rights  identical to those of the
currently  authorized  shares  of  Common Stock.  The newly authorized preferred
stock will have voting and other rights as determined by the Board of Directors.

     No  Dissenters'  Rights:     Pursuant  to  the  PBCL,  the  holders  of the
Company's Common Stock are not entitled to dissenters' rights in connection with
the  increase in the number of authorized shares.  Furthermore, the Company does
not  intend  to  independently  provide those shareholders with any such rights.

AMENDMENT OF ARTICLES OF INCORPORATION TO PERMIT ACTION UPON WRITTEN CONSENT

     Purpose:     The  Company's  Board  of  Directors has unanimously adopted a
resolution  seeking  shareholder approval to amend the Articles of Incorporation
to  permit  action upon the written consent of less than all shareholders of the
Company,  pursuant to section 2524 of the PBCL.  The Board of Directors believes
that  this  amendment  is  in  the  best interest of the Company because it will
reduce  the  time  and  expense  associated  with  proxy  solicitations.

     Effect:     This amendment will have the practical effect of permitting CFC
Partners  to  approve, in most instances, actions requiring shareholder consent.
The  Company  will  continue  to  be subject to the reporting obligations of the
Securities  Exchange  Act  of  1934,  including  distribution  of an information
statement  in  instances  where  a  full  proxy  solicitation  is  not required.

     No  Dissenters'  Rights:     Pursuant  to  the  PBCL,  the  holders  of the
Company's Common Stock are not entitled to dissenters' rights in connection with
this  amendment.  Furthermore,  the  Company  does  not  intend to independently
provide  those  shareholders  with  any  such  rights.


                  INTERESTS OF CERTAIN PERSONS IN THE PROPOSAL

     No  director,  executive  officer,  associate  of any director or executive
officer or any other person has any substantial interest, direct or indirect, by
security  holdings  or  otherwise,  in  the  proposal  to  amend the Articles of
Incorporation  which  is not shared by all other holders of the Company's Common
Stock.  Two  of  the  Company's


                                        3

current  directors  and officers are affiliated with CFC Partners, the Company's
majority  shareholder.  Donald  J.  Hommel and Shalom S. Maidenbaum, who are the
directors  and  officers  of  the  Company are also the directors, officers and,
together  with  Michael  P.  Ehrenhaus,  the  sole shareholders of CFC Partners.
Although  neither Mr. Hommel, Mr. Maidenbaum nor Mr. Ehrenhaus own any shares of
Common  Stock  directly,  each  of  these  individuals  may  be deemed to be the
beneficial  owner of the 2,700,000 shares of Common Stock owned by CFC Partners.
See  "Security  Ownership  of  Certain  Beneficial  Owners  and  Management."


                          DESCRIPTION OF CAPITAL STOCK

     The authorized capital stock of the Company consists of the following:

COMMON  STOCK

     As  of  the  Record Date, there were 10,000,000 authorized shares of Common
Stock  with  a  stated  value  of $.01 per share, of which 5,276,781 shares were
issued and outstanding (including 2,700,000 owned by CFC Partners).  The holders
of  the  Common  Stock  vote  as a single class and are entitled to one vote per
share  on  all  matters to be voted on by the shareholders and have the right of
cumulative  voting in connection with the election of directors.  The holders of
Common Stock are entitled to receive pro rata dividends, when and as declared by
the  Board  of  Directors  in  its  discretion,  out  of funds legally available
therefor,  but  only  if  all dividends on the preferred stock have been paid in
accordance with the terms of such preferred stock and there exists no deficiency
in  the  sinking  fund  for  the  preferred  stock.

     Dividends  on the Common Stock are declared by the Board of Directors.  The
payment  of  dividends  on  the  Common  Stock  in  the  future, if any, will be
subordinate  to the preferred stock, must comply with the provisions of the PBCL
and  will  be  determined by the Board of Directors. In addition, the payment of
such  dividends  will  depend  on  the Company's financial condition, results of
operations,  capital  requirements  and  such  other  factors  as  the  Board of
Directors  deems  relevant.

8 1/2 % CONVERTIBLE PREFERRED STOCK, SERIES A

     As  of  the  Record Date, there were 632,500 authorized shares of preferred
stock  (the  "Preferred  Stock"),  of  which  75,326  shares  were  issued  and
outstanding.  The  Preferred  Stock  has  a liquidation preference of $10.00 per
share and is convertible at any time, unless previously redeemed, into shares of
Common  Stock  at  the  rate  of  1.482 shares of Common Stock for each share of
Preferred  Stock  (equivalent  to  a  conversion price of $6.75).  The Preferred
Stock  is currently redeemable at the option of the Company at $10.00 per share.
The  terms of the 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 purchases of Preferred Stock by the
Company  will  reduce  the  sinking  fund requirements by an amount equal to the
redemption  value ($10.00 per share) of the shares acquired.  As a result of the
Company's  purchases of Preferred Stock in the open market and in a tender offer
completed on August 23, 2002, no sinking fund payment for the Preferred Stock is
due  until  July  1,  2006.  Following  the  completion of the tender offer, the
Company  deposited  $331,434  into  a  bank trust account for the benefit of the
holders  of  the  Preferred  Stock  who did not tender their shares of Preferred
Stock.  The  Company  is  required  to  use  the  funds deposited into the trust
account  only  to  pay  dividends  due  on  the  Preferred  Stock  or  for other
distributions  to  the  remaining  preferred  shareholders.

     Annual dividends at the rate of $.85 per share are cumulative from the date
of  original issue and are payable quarterly on the first day of January, April,
July and October.  The dividends payable on January 1 and April 1, 2003 were not
declared  or  paid  by  the  Company.  When  the Company is in arrears as to the
preferred  dividends  or  sinking  fund  appropriations for the Preferred Stock,
dividends  to  the  holders  of  the  Common  Stock,  as well as redemptions and
acquisitions  by  the Company of shares of Common Stock, are restricted.  If the
Company  is  in default in an aggregate amount equal to four quarterly preferred
dividends,  the  holders of Preferred Stock are entitled to elect two additional
board  members  to  the  then  existing  Board of Directors while such arrearage
exists.

     Except  in  certain  limited  circumstances, the holders of Preferred Stock
have no voting rights; however, they can vote as a single class when the Company
attempts  to  (i)  sell,  transfer or dispose of all or substantially all of the
property,  business or assets of the Company or participate in a statutory share
exchange whereby the Preferred Stock or the Common Stock is converted into other
securities  or  property  or  in  a  consolidation or merger of the Company with


                                        4

any  corporation, provided, however, that this restriction shall not prevent any
such  statutory share exchange, consolidation or merger or require such separate
class  vote  if  none  of  the preferences or other rights of the holders of the
Preferred  Stock  shall  be  adversely  affected thereby, and if the corporation
resulting  from or surviving any such statutory share exchange, consolidation or
merger  shall  not  have  authorized or outstanding, after such transaction, any
preferred  stock  or  other class of shares ranking prior to or on a parity with
the Preferred Stock with respect to the payment of dividends or the distribution
of assets in liquidation; or (ii) amend the Articles of Incorporation or By-Laws
of  the Company so as to affect adversely any of the preferences or other rights
of  the holders of the Preferred Stock; or (iii) authorize any additional series
of preferred stock, any class of stock ranking prior to the Preferred Stock with
respect  to  either  the  payment  of dividends or the distribution of assets in
liquidation  or  any  securities  convertible  into  preferred stock or any such
shares  ranking  prior  thereto.


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth,  as  of         ,  2003, the beneficial
ownership  of the Company's Common Stock (i) by any person or group known by the
Company  to  beneficially own more than 5% of the outstanding Common Stock, (ii)
by  each Director and executive officer and (iii) by all Directors and executive
officers  as  a  group.  Unless  otherwise  indicated, the holders of the shares
shown  in  the  table have sole voting and investment power with respect to such
shares.  The  address  of  all  individuals for whom an address is not otherwise
indicated  is  132  Spruce  Street,  Cedarhurst,  New  York  11516.




                                                  AMOUNT AND
                                                   NATURE OF
                                                  BENEFICIAL     PERCENT OF
       NAME AND ADDRESS OF BENEFICIAL OWNER        OWNERSHIP       CLASS
       ------------------------------------        ---------       -----
                                                          

     Principal Shareholders:
        CFC Partners, Ltd.
        132 Spruce Street
        Cedarhurst, New York  11516              2,700,000 (1)       51.17%

        Stephen J. Burns
        3922 Wrexam Court
        Bensalem, Pennsylvania  19020              323,000            6.12%

        Michael P. Ehrenhaus, M.D.                       0 (1)         ---


     Directors and Executive Officers:
        Jack I. Ehrenhaus                                0             ---

        Donald J. Hommel(2)                              0 (1)         ---

        Shalom S. Maidenbaum, Esq.(2)                    0 (1)         ---

        William T. Konzynin, M.D.                        0             ---


     All Directors and Executive Officers as a
     group (4 persons)                                   0 (1)         ---



     (1)  Mr. Hommel, Mr. Maidenbaum and Dr. Ehrenhaus each own one-third of the
          outstanding  common  stock of CFC Partners. These individuals may each
          be  deemed to be beneficial owners of the 2,700,000 shares pursuant to
          Rule  13d-3  of  the  Securities and Exchange Act of 1934, as amended.
          These individuals have shared voting and investment power with respect
          to  the  2,700,000  shares  of  Common  Stock.

     (2)  Mr.  Hommel  and  Mr.  Maidenbaum  are  also  deemed  to  be principal
          shareholders due to their beneficial ownership of the 2,700,000 shares
          owned  by  CFC  Partners.



                                        5

                          CHANGE IN CONTROL OF COMPANY

     At a special meeting of shareholders held on January 9, 2003, the Company's
common  shareholders voted in favor of a proposal to reinstate the voting rights
of the 2,700,000 shares of the Company's Common Stock owned by CFC Partners.  As
a  result,  CFC  Partners  controls  approximately 51.2% of the total issued and
outstanding  shares of Common Stock.  CFC Partners acquired the 2,700,000 shares
on  August  28,  2002  through the issuance by the Company of new common shares.
Under  Pennsylvania  laws, these shares were not entitled to vote on any matters
unless  and  until such voting rights were restored by the holders of a majority
of  the  outstanding common shares of the Company, excluding the shares owned by
CFC  Partners.  CFC Partners paid $.04 per share, or $108,000, for its shares of
Common  Stock  of the Company and used funds from its available cash balances to
complete  the  acquisition.


                              AVAILABLE INFORMATION

     The  Company  is  subject  to  the  periodic  reporting requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, files
reports  and  other  information  with  the  Commission.  Such reports and other
information  can  be  inspected  and  copied  at the public reference facilities
maintained  by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
at  prescribed  rates.  Please call the Commission at (800) SEC-0330 for further
information.  Copies  of  such  materials may also be accessed electronically by
means  of  the  Commission's  home page on the Internet at "http://www.sec.gov."


                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  documents  filed  by  the  Company  with the Commission are
incorporated  herein  by  reference  and  shall  be  deemed to be a part hereof:

     -    The  Company's  Annual Report on Form 10-K for the year ended December
          31,  2002
     -    The Company's Quarterly Report on Form 10-Q for the three months ended
          March  31,  2003
     -    The  Company's  Current  Report  on  Form  8-K filed on April 29, 2003

     Any document incorporated herein by reference can be obtained by contacting
the Commission as described above under "Available Information" or by contacting
the  Company  by  mail  at  132  Spruce  Street,  Cedarhurst, New York 11516, by
telephone at (516) 792-0900 or by facsimile at (516) 792-0800.  The Company will
provide the documents incorporated by reference without charge upon such written
or  oral  request.


                                 OTHER BUSINESS

     The management of the Company knows of no matter other than the approval of
the  proposal  to  amend  the  Company's Articles of Incorporation that is to be
brought  before  the  Special  Meeting.

     The  foregoing  Notice  and  Information Statement are sent by order of the
Board  of  Directors.



                                        /S/  Shalom S. Maidenbaum

                                        SHALOM S. MAIDENBAUM, Secretary


      , 2003


                                        6

                                                                       EXHIBIT A




     REVERSE  STOCK SPLIT: At the close of business on ______________, 2003 (the
     --------------------
"Effective  Date"),  each  ten  (10)  shares  of Common Stock of the corporation
issued  and  outstanding  (the "Old Common Stock") shall be changed and combined
into  one  (1)  share  of Common Stock.  On the Effective Date, the certificates
representing  the  Old  Common  Stock shall be deemed cancelled and shall not be
recognized  as  outstanding  on  the  books  of the corporation for any purpose.
Thereupon,  as  promptly  as  possible  after  the  Effective  Date,  once  the
corporation  has  received  from  a  holder  of  Common Stock the certificate(s)
representing the shares of Old Common Stock he held, the corporation shall issue
and deliver to that holder of Old Common Stock in his name and at his address as
shown  on the records of the corporation, a certificate for the number of shares
of  Common  Stock  into which the shares of Old Common Stock were combined dated
the  Effective Date; provided, however, that the Corporation shall not issue any
fractional shares of Common Stock but shall round the number of shares of Common
Stock  to  the  nearest  whole  number of shares which each holder of Old Common
Stock  would otherwise be entitled.  The number of new shares will be rounded up
if  the fractional share is equal to or greater than 0.5 and rounded down if the
fraction  is  less  than  0.5.  No  shareholders  will  receive  cash in lieu of
fractional  shares.  On  the  Effective  Date  and taking into consideration the
foregoing  10-for-1  reverse  stock  split, the articles of incorporation of the
corporation  shall  be  amended  and  restated  in  full  as  follows:

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                         CONSUMERS FINANCIAL CORPORATION


     ARTICLE  I.  NAME.  The  name  of  the corporation is:  Consumers Financial
                  ----
Corporation.

     ARTICLE  II.  REGISTERED  OFFICE.  The  address  of  the  corporation's
                   ------------------
registered  office  in  this  Commonwealth is 1513 Cedar Cliff Drive, Camp Hill,
Pennsylvania  17011.

     ARTICLE  III.  CORPORATE  PURPOSES.  The  corporation is incorporated under
                    -------------------
the Pennsylvania Business Corporation Law for the following purposes:  to engage
in,  and  to  do any lawful act concerning, any or all lawful business for which
corporations may be incorporated under said Business Corporation Law, including,
but  not  limited  to,  manufacturing,  processing, owning, using and dealing in
personal  property  of  every  class  and  description, engaging in research and
development,  furnishing services, and acquiring, owning, using and disposing of
real  property  of  any  nature  whatsoever.

     ARTICLE  IV.  TERM  OF EXISTENCE.  The term for which the corporation is to
                   ------------------
exist  is  perpetual.

     ARTICLE  V.  CAPITAL  STOCK.  The  aggregate  number  of  shares  which the
                  --------------
corporation shall have authority to issue is 50,000,000, divided into 40,000,000
shares  of  Common  Stock, without par value, and 10,000,000 shares of Preferred
Stock,  par  value  $1.00  ("Preferred  Stock").  The  board of directors of the
corporation  shall  have  the  full  authority permitted by law to determine the
designation and number of shares of any class or series of any class that may be
desired,  and the voting rights, preferences, limitations and special rights, if
any,  of  the  shares  of  any  class  or  series of any class to the extent not
determined  by  or  pursuant  to  these  Articles  of  Incorporation.

     The  following  is  a  statement  of  the  voting  rights,  designations,
preferences, limitations and other special rights granted to or imposed upon the
Preferred  Stock  and  the Common Stock.  Unless otherwise provided, all section
references in this Article V shall refer to sections of the Part of Article V in
which  such  references  are  contained.

                                     PART A
                                 PREFERRED STOCK

     The  Board  of  Directors  shall have the power and authority to divide and
classify  shares of the Preferred Stock into one or more series, by determining,
fixing  and  altering  one  or  more  of  the  following:

     (1)     The distinctive designation of such series and the number of shares
to  constitute  such  series;  provided that, unless otherwise prohibited by the
terms  of  such  or  any other series, the number of shares of any series may be
decreased  by  the  Board  of Directors in connection with any classification or
reclassification  of unissued shares and the number of shares of such series may
be  increased  by  the  Board  of  Directors  in  connection  with  any  such
classification or reclassification, and any shares of any series which have been
redeemed,  purchased,  otherwise  acquired  or  converted



into  shares  of  Common  Stock  or  any  other  series shall become part of the
authorized  capital  stock and be subject to classification and reclassification
as  provided  in  this  Section.
     (2)     Whether  or  not and, if so, the rates, amounts and times at which,
and  the  conditions  under  which, dividends shall be payable on shares of such
series, whether any such dividends shall rank senior or junior to or on a parity
with  the  dividends payable on any other series of stock, and the status of any
such  dividends  as cumulative, cumulative to a limited extent or non-cumulative
and  as  participating  or  non-participating.
     (3)     Whether  or  not shares of such series shall have voting rights, in
addition  to  any  voting  rights  provided by law and, if so, the terms of such
voting  rights.
     (4)     Whether  or  not  shares  of  such  series shall have conversion or
exchange  privileges  and,  if  so,  the terms and conditions thereof, including
provision for adjustment of the conversion or exchange rate in such events or at
such  times  as  the  Board  of  Directors  shall  determine.
     (5)     Whether or not shares of such series shall be subject to redemption
and,  if  so, the terms and conditions of such redemption, including the date or
dates  upon  or  after  which  they shall be redeemable and the amount per share
payable  in case of redemption, which amount may vary under different conditions
and at different redemption dates; and whether or not there shall be any sinking
fund  or  purchase  accounting  respect  thereof,  and if so, the terms thereof.
     (6)     The  rights  of  the  holders  of  shares  of  such series upon the
liquidation,  dissolution  or  winding  up  of  the  affairs  of,  or  upon  any
distribution  of the assets of, the Corporation, which rights may vary depending
upon  whether  such  liquidation,  dissolution  or  winding  up  is voluntary or
involuntary  and,  if  voluntary,  may vary at different dates, and whether such
rights  shall  rank  senior  or junior to or on a parity with such rights of any
other  series  of  stock.
     (7)     Whether  or  not  there  shall be any limitations applicable, while
shares  of  such series are outstanding, upon the payment of dividends or making
of distributions on, or the acquisition of, or the use of moneys for purchase or
redemption  of,  any  stock  of the Corporation, or upon any other action of the
Corporation,  including  action  under  this  Section, and, if so, the terms and
conditions  thereof.
Any  other  preferences,  rights,  restrictions,  including  restrictions  on
transferability,  and  qualifications of shares of such series, not inconsistent
with  law  and  the  Articles  of  Incorporation  of  the  Corporation.

     For  the  purposes  hereof  and  of  any  action  of the Board of Directors
providing  for  the  classification or reclassification of any shares of capital
stock  or  of  any  other  charter document of the Corporation (unless otherwise
provided in any such action or document), any series of stock of the Corporation
shall  be  deemed  to  rank:

     (1)     prior to another series either/as to dividends or upon liquidation,
if  the  holders of such series shall be entitled to the receipt of dividends or
of  amounts distributable on liquidation, dissolution or winding up, as the case
may  be,  in  preference  or  priority  to  holders  of  such  other  series;
     (2)     on  a  parity  with  another  series either as to dividends or upon
liquidation,  whether  or  not  the  dividend  rates,  dividend payment dates or
redemption  or  liquidation  price  per share thereof be different from those of
such others, if the holders of such series of stock shall be entitled to receipt
of  dividends  or amounts distributable upon liquidation, dissolution or winding
up,  as  the  case  may  be, in proportion to their respective dividend rates or
redemption  or  liquidation  prices,  without  preference  or  priority over the
holders  of  such  other  series;  and
     (3)     junior  to  another  series  either  as  to  dividends  or  upon
liquidation,  if  the  rights  of the holders of such series shall be subject or
subordinate  to the rights of the holders of such other series in respect of the
receipt  of dividends or the amounts distributable upon liquidation, dissolution
or  winding  up,  as  the  case  may  be.

     The  foregoing authority is subject to the designation of 632,500 shares of
Preferred  Stock  as  "Convertible  Preferred  Stock,  Series A" by the Board of
Directors  on  July  28,  1987.  The  Board of Directors shall have no authority
pursuant  to  these  Articles  to  designate any series of Preferred Stock which
shall have dividend or liquidation preferences senior to or on a parity with the
Convertible  Preferred  Stock,  Series A or which would be senior or superior in
any  respect  to the shares of any other class of preferred stock now authorized
except as permitted by the terms of authorization of such shares as long as such
shares  remain  issued  and  outstanding.



                                     PART B
                                  COMMON STOCK

     Section  1.  Voting  Rights.  At  all  meetings  of the shareholders of the
                  --------------
corporation,  the holders of Common Stock shall be entitled to one vote for each
share  of  Common  Stock  held  by  them,  respectively.

     Section  2.  Dividend  and  Other  Distribution  Rights.  Whenever  full
                  ------------------------------------------
dividends  or  other  distributions on all classes or series of any class of the
Preferred  Stock  at  the time outstanding having preferential dividend or other



distribution  rights  shall have been paid or declared and set apart for payment
or  otherwise  made, then such dividends (payable in cash or otherwise) or other
distributions,  as  may  be determined by the board of directors may be declared
and  paid  or  otherwise made on the Common Stock, but only out of funds legally
available for the payment of such dividends under 15 Pa.C.S. Sec. 1551 (relating
to distributions to shareholders) or any superseding provision of law.

     Section  3.  Liquidation  Rights.  In  the  event  of  any  liquidation,
                  -------------------
dissolution  or  winding  up  of  the  corporation,  the assets and funds of the
corporation  available  for  distribution  to  shareholders,  after  paying  or
providing  for  the payment to the holders of shares of all classes or series of
any  class of the Preferred Stock of the full distributive amounts to which they
are  respectively  entitled,  as  provided in Part A, shall be divided among and
paid  to  the  holders  of  Common  Stock, according to their respective shares.

     Section  4.  Reverse  Stock  Split.  At the close of business on _________,
                  ---------------------
2003  (the  "Effective  Date"),  each ten (10) shares of Common Stock issued and
outstanding  (the "Old Common Stock") shall be changed and combined into one (1)
share of Common Stock.  On the Effective Date, the certificates representing the
Old  Common  Stock  shall  be  deemed  cancelled  and shall not be recognized as
outstanding  on  the  books  of  the corporation for any purpose.  Thereupon, as
promptly as possible after the Effective Date, once the corporation has received
from  a holder of Common Stock the certificate(s) representing the shares of Old
Common  Stock he held, the corporation shall issue and deliver to that holder of
Old  Common  Stock in his name and at his address as shown on the records of the
corporation,  a  certificate for the number of shares of Common Stock into which
the shares of Old Common Stock were combined dated the Effective Date; provided,
however,  that  the  Corporation shall not issue any fractional shares of Common
Stock  but shall round the number of shares of Common Stock to which each holder
of  Old  Common Stock would otherwise be entitled so that any portion of a share
will  be  rounded  up  to  the  next  highest  number  of  whole  shares.

     ARTICLE  VI.  ACTION  BY LESS THAN UNANIMOUS CONSENT.  Any action which may
                   --------------------------------------
be  taken  at  a meeting of shareholders or a class of shareholders may be taken
without  a  meeting  if a consent or consents in writing to such action, setting
forth  the action so taken, shall be signed by shareholders entitled to cast the
minimum  number  of  votes  that would be necessary to authorize the action at a
meeting  at  which  all  shareholders  entitled to vote thereon were present and
voting.  The  consents  shall  be  filed  with the secretary of the corporation.