<PAGE>
   As filed with the Securities and Exchange Commission on November 29, 2001
                                                          Registration No. 333-
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                          AREA BANCSHARES CORPORATION
                          ---------------------------
             (Exact name of Registrant as specified in its charter)

           KENTUCKY                                             61-0902343
-------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No.)

                230 FREDERICA STREET, OWENSBORO, KENTUCKY 42301
-------------------------------------------------------------------------------
             (Address of principal executive offices and zip code)


    AREA BANCSHARES CORPORATION 2000 STOCK OPTION AND EQUITY INCENTIVE PLAN

                            (Full Title of the Plan)


                            KATHRYN L. KNUDSON, ESQ.
                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                     191 PEACHTREE STREET, N.E., 16TH FLOOR
                             ATLANTA, GEORGIA 30303
                                 (404) 572-6952
-------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                    Copy to:
                           TIMOTHY O. SHELBURNE, ESQ.
                          AREA BANCSHARES CORPORATION
                              230 FREDERICA STREET
                           OWENSBORO, KENTUCKY 42301
                                 (502) 688-7750


                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of                                         Proposed Maximum       Proposed Maximum
Securities              Amount                   Offering               Aggregate               Amount of
to be Registered        to be Registered         Price Per Share        Offering Price          Registration Fee
----------------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>                    <C>                     <C>
Common Stock,
no par value            250,000(1)               $18.68 (2)             $4,670,000(3)           $1,116
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This Registration Statement also covers such indeterminable number of
         additional shares as may become issuable to prevent dilution in the
         event of a stock split, stock dividend, reclassification or other
         similar transaction pursuant to the terms of the plan.
(2)      The average of the high and low prices of the Registrant's Common
         Stock as reported by the Nasdaq National Market for November 27, 2001.
(3)      The aggregate offering price is calculated solely for the purpose of
         determining the registration fee pursuant to Rule 457(h)(1) under the
         Securities Act of 1933, as amended.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").


<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000 (File No. 000-26032);

         (2)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 2001 (File No. 000-26032);

         (3)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 2001 (File No. 000-26032);

         (4)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 2001 (File No. 000-26032);

         (5)      The Registrant's Report on Form 8-K dated January 26, 2001
                  (File No. 000-26032);

         (6)      The Registrant's Report on Form 8-K dated June 14, 2001 (File
                  No. 000-26032);

         (7)      The Registrant's Report on Form 8-K dated July 23, 2001 (File
                  No. 000-26032);

         (8)      The Registrant's Report on Form 8-K dated July 24, 2001 (File
                  No. 000-26032);

         (9)      The Registrant's Report on Form 8-K dated August 21, 2001
                  (File No. 000-26032);

         (10)     The Registrant's Report on Form 8-K dated October 30, 2001
                  (File No. 000-26032);

         (11)     The Registrant's Report on Form 8-K dated November 14, 2001
                  (File No. 000-26032); and

         (12)     The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 10-A1 as
                  filed with the Securities and Exchange Commission on June 30,
                  1995 pursuant to Section 12 of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act") (File No. 000-26032);
                  and

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.


                                     II-1
<PAGE>


ITEM 4.  DESCRIPTION OF THE SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Timothy O. Shelburne, Esq., Registrant's general counsel, has rendered
an opinion regarding the legality of the shares of common stock registered
hereby.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant's Articles of Incorporation state that the
Registrant will indemnify its officers and directors as provided by Section
271B.8-510 of the Kentucky Act. Section 271B.8-510, as currently in effect,
provides that a corporation may indemnify its officers and directors against
reasonable expenses (including attorneys' fees) incurred by them in the defense
of any action, suit or proceeding to which they were made a party by reason of
the fact that they are or were officers or directors of the corporation, if he
or she acted, while in an official capacity, in a manner he or she believed in
good faith to be in the best interests of Registrant or, if acting in any other
capacity, in a manner he or she believed in good faith to be not opposed to the
best interests of Registrant or, in the case of a criminal proceeding, he or
she had no reasonable cause to believe his or her conduct was unlawful.

         The Kentucky Act provides that a corporation shall indemnify an
officer or director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he or she was a party because he or she
is or was an officer or director of the corporation against reasonable expenses
incurred in connection with the proceeding.

         Registrant can also provide for greater indemnification than that set
forth in the articles of incorporation if it chooses to do so. Registrant may
not, however, indemnify a director for liability arising out of circumstances
that constitute exceptions to limitation of a director's liability for monetary
damages.

         Registrant may purchase and maintain insurance on behalf of any
officer or director against any liability asserted against or incurred by him
or her in his or her capacity as an officer or director, whether or not
Registrant would have had the power to indemnify him or her against liability.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                     II-2
<PAGE>


ITEM 8.  EXHIBITS.

         The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:


<TABLE>
<CAPTION>
Exhibit
   No.                                                       Description

<S>               <C>
4.1               Articles of Incorporation, as amended through September 30, 1997, of the Registrant.(1)

4.2               Bylaws of the Registrant.(2)

5.1               Opinion of Timothy O. Shelburne, Esq. with respect to the securities being registered, including consent.

23.1              Consent of counsel (included in Exhibit 5.1).

23.2              Consent of KPMG LLP, dated November 28, 2001.

24.1              Power of Attorney (provided with the signature page for this Form S-8).

99.1              Area Bancshares Corporation 2000 Stock Option and Equity Incentive Plan.(3)

99.2              Form of Incentive Stock Option Award for the Area Bancshares Corporation 2000 Stock Option and Equity
                  Incentive Plan(4)

99.3              Form of Non-Qualified Stock Option Award for the Area Bancshares Corporation 2000 Stock Option and Equity
                  Incentive Plan(5)

99.4              Form of Restricted Stock Award for the Area Bancshares Corporation 2000 Stock Option and Equity Incentive
                  Plan(6)
</TABLE>

---------

(1)      Exhibit is incorporated herein by reference to Exhibit 4.1 to the
         Registrant's registration statement on Form S-8 as filed with the
         Securities and Exchange Commission on October 16, 1997.
(2)      Exhibit is incorporated herein by reference to Exhibit 3.2 to the
         Registrant's Report on Form 10-A1 as filed with the Securities and
         Exchange Commission on June 30, 1995 (Reg. No. 000-26032).
(3)      Exhibit is incorporated herein by reference to the Registrant's
         Definitive Proxy Statement filed with the Securities and Exchange
         Commission on April 4, 2000.
(4)      Exhibit is incorporated herein by reference to Exhibit 10.18 to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2000 (File No. 000-26032).
(5)      Exhibit is incorporated herein by reference to Exhibit 10.19 to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2000 (File No. 000-26032).
(6)      Exhibit is incorporated herein by reference to Exhibit 10.20 to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2000 (File No. 000-26032).


                                     II-3
<PAGE>


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed
                  that which was registered) and any deviation from the low or
                  high and of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than 20 percent change in
                  the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  registration statement;

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

                  (2)      That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to


                                     II-4
<PAGE>


the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.


                                     II-5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Owensboro, Commonwealth of Kentucky, on this the
29th day of November, 2001.


                                             AREA BANCSHARES CORPORATION


                                             By:    /s/ Thomas R. Brumley
                                                -------------------------------
                                                Thomas R. Brumley
                                                Chief Executive Officer

         KNOW TO ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Brumley and C. M. Gatton, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him, in his name, place and
stead, in any and all such capacities, to sign any and all amendments
(including post-effective amendments and any Registration Statement filed
pursuant to Rule 462(b) of the Securities Act) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully and to all intents and purposes as might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the dates indicated.


<TABLE>
<CAPTION>
SIGNATURE                                                TITLE                                          DATE
---------                                                -----                                          ----

<S>                                         <C>                                                 <C>

----------------------------------------    Director
Anthony G. Bittel


 /s/ Samual A. B. Boone                     Director                                            November 29, 2001
----------------------------------------
Samuel A. B. Boone
</TABLE>


                                     II-6
<PAGE>


<TABLE>
<CAPTION>
SIGNATURE                                                TITLE                                          DATE
---------                                                -----                                          ----

<S>                                         <C>                                                 <C>
 /s/ Thomas R. Brumley                      President, Chief Executive Officer and              November 29, 2001
----------------------------------------    Director (principal executive officer)
Thomas R. Brumley


 /s/ Cecile W. Garmon                       Director                                            November 29, 2001
----------------------------------------
Cecile W. Garmon


 /s/ C. M. Gatton                           Chairman of the Board of Directors                  November 29, 2001
----------------------------------------
C. M. Gatton


 /s/ Gary H. Latham                         Director                                            November 29, 2001
----------------------------------------
Gary H. Latham


 /s/ Raymond McKinney                       Vice Chairman of the Board of                       November 29, 2001
----------------------------------------    Directors
Raymond McKinney


 /s/ Allan R. Rhodes                        Director                                            November 29, 2001
----------------------------------------
Allan R. Rhodes


 /s/ Jim R. Shelby                          Director                                            November 29, 2001
----------------------------------------
Jim R. Shelby


 /s/ David W. Smith, Jr.                    Director                                            November 29, 2001
----------------------------------------
David W. Smith, Jr.


 /s/ Thomas N. Thompson                     Director                                            November 29, 2001
----------------------------------------
Thomas N. Thompson


 /s/ Don Vitale                             Director                                            November 29, 2001
----------------------------------------
Don Vitale
</TABLE>


                                     II-7
<PAGE>


<TABLE>
<CAPTION>
SIGNATURE                                                TITLE                                          DATE
---------                                                -----                                          ----

<S>                                         <C>                                                 <C>
 /s/ Pollard White                          Director                                            November 29, 2001
----------------------------------------
Pollard White


/s/ Edward J. Vega                          Senior Vice President, Chief                        November 29, 2001
----------------------------------------    Financial Officer (principal financial officer)
Edward J. Vega


/s/ Gary R. White                           Vice President and Controller                       November 29, 2001
----------------------------------------    (principal accounting officer)
Gary R. White
</TABLE>


                                     II-8
<PAGE>


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                        Description
  No.
------

<S>              <C>
  5.1            Opinion of Timothy O. Shelburne, Esq. with respect to the securities being registered, including
                 consent.

 23.1            Consent of counsel (included in Exhibit 5.1).

 23.2            Consent of KPMG LLP, dated November 28, 2001.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "g73088s-8.txt", "description": "AREA BANCSHARES, INC.", "secsgml_size_bytes": 23242}]
{"company-data": {"conformed-name": "AREA BANCSHARES CORP", "cik": "0000357191", "assigned-sic": "6029", "irs-number": "610902343", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74184", "film-number": "1802889"}, "business-address": {"street1": "230 FREDERICA ST", "city": "OWENSBORO", "state": "KY", "zip": "42301", "phone": "2709263232"}, "mail-address": {"street1": "230 FREDERICA ST", "city": "OWENSBORO", "state": "KY", "zip": "42301"}}
As filed with the Securities and Exchange Commission on November 29, 2001
                                                          Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          AREA BANCSHARES CORPORATION
                          ---------------------------
             (Exact name of Registrant as specified in its charter)

           KENTUCKY                                             61-0902343
-------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                             Identification No.)

                230 FREDERICA STREET, OWENSBORO, KENTUCKY 42301
-------------------------------------------------------------------------------
             (Address of principal executive offices and zip code)

    AREA BANCSHARES CORPORATION 2000 STOCK OPTION AND EQUITY INCENTIVE PLAN

                            (Full Title of the Plan)

                            KATHRYN L. KNUDSON, ESQ.
                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                     191 PEACHTREE STREET, N.E., 16TH FLOOR
                             ATLANTA, GEORGIA 30303
                                 (404) 572-6952
-------------------------------------------------------------------------------
           (Name, address and telephone number of agent for service)

                                    Copy to:
                           TIMOTHY O. SHELBURNE, ESQ.
                          AREA BANCSHARES CORPORATION
                              230 FREDERICA STREET
                           OWENSBORO, KENTUCKY 42301
                                 (502) 688-7750

                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of                                         Proposed Maximum       Proposed Maximum
Securities              Amount                   Offering               Aggregate               Amount of
to be Registered        to be Registered         Price Per Share        Offering Price          Registration Fee
----------------------------------------------------------------------------------------------------------------
Common Stock,
no par value            250,000(1)               $18.68 (2)             $4,670,000(3)           $1,116
----------------------------------------------------------------------------------------------------------------
(1)      This Registration Statement also covers such indeterminable number of
         additional shares as may become issuable to prevent dilution in the
         event of a stock split, stock dividend, reclassification or other
         similar transaction pursuant to the terms of the plan.
(2)      The average of the high and low prices of the Registrant's Common
         Stock as reported by the Nasdaq National Market for November 27, 2001.
(3)      The aggregate offering price is calculated solely for the purpose of
         determining the registration fee pursuant to Rule 457(h)(1) under the
         Securities Act of 1933, as amended.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000 (File No. 000-26032);

         (2)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 2001 (File No. 000-26032);

         (3)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended June 30, 2001 (File No. 000-26032);

         (4)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended September 30, 2001 (File No. 000-26032);

         (5)      The Registrant's Report on Form 8-K dated January 26, 2001
                  (File No. 000-26032);

         (6)      The Registrant's Report on Form 8-K dated June 14, 2001 (File
                  No. 000-26032);

         (7)      The Registrant's Report on Form 8-K dated July 23, 2001 (File
                  No. 000-26032);

         (8)      The Registrant's Report on Form 8-K dated July 24, 2001 (File
                  No. 000-26032);

         (9)      The Registrant's Report on Form 8-K dated August 21, 2001
                  (File No. 000-26032);

         (10)     The Registrant's Report on Form 8-K dated October 30, 2001
                  (File No. 000-26032);

         (11)     The Registrant's Report on Form 8-K dated November 14, 2001
                  (File No. 000-26032); and

         (12)     The description of the Registrant's Common Stock contained in
                  the Registrant's Registration Statement on Form 10-A1 as
                  filed with the Securities and Exchange Commission on June 30,
                  1995 pursuant to Section 12 of the Securities Exchange Act of
                  1934, as amended (the "Exchange Act") (File No. 000-26032);
                  and

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

                                     II-1
ITEM 4.  DESCRIPTION OF THE SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Timothy O. Shelburne, Esq., Registrant's general counsel, has rendered
an opinion regarding the legality of the shares of common stock registered
hereby.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Registrant's Articles of Incorporation state that the
Registrant will indemnify its officers and directors as provided by Section
271B.8-510 of the Kentucky Act. Section 271B.8-510, as currently in effect,
provides that a corporation may indemnify its officers and directors against
reasonable expenses (including attorneys' fees) incurred by them in the defense
of any action, suit or proceeding to which they were made a party by reason of
the fact that they are or were officers or directors of the corporation, if he
or she acted, while in an official capacity, in a manner he or she believed in
good faith to be in the best interests of Registrant or, if acting in any other
capacity, in a manner he or she believed in good faith to be not opposed to the
best interests of Registrant or, in the case of a criminal proceeding, he or
she had no reasonable cause to believe his or her conduct was unlawful.

         The Kentucky Act provides that a corporation shall indemnify an
officer or director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he or she was a party because he or she
is or was an officer or director of the corporation against reasonable expenses
incurred in connection with the proceeding.

         Registrant can also provide for greater indemnification than that set
forth in the articles of incorporation if it chooses to do so. Registrant may
not, however, indemnify a director for liability arising out of circumstances
that constitute exceptions to limitation of a director's liability for monetary
damages.

         Registrant may purchase and maintain insurance on behalf of any
officer or director against any liability asserted against or incurred by him
or her in his or her capacity as an officer or director, whether or not
Registrant would have had the power to indemnify him or her against liability.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                     II-2
ITEM 8.  EXHIBITS.

         The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit
   No.                                                       Description
4.1               Articles of Incorporation, as amended through September 30, 1997, of the Registrant.(1)

4.2               Bylaws of the Registrant.(2)

5.1               Opinion of Timothy O. Shelburne, Esq. with respect to the securities being registered, including consent.

23.1              Consent of counsel (included in Exhibit 5.1).

23.2              Consent of KPMG LLP, dated November 28, 2001.

24.1              Power of Attorney (provided with the signature page for this Form S-8).

99.1              Area Bancshares Corporation 2000 Stock Option and Equity Incentive Plan.(3)

99.2              Form of Incentive Stock Option Award for the Area Bancshares Corporation 2000 Stock Option and Equity
                  Incentive Plan(4)

99.3              Form of Non-Qualified Stock Option Award for the Area Bancshares Corporation 2000 Stock Option and Equity
                  Incentive Plan(5)

99.4              Form of Restricted Stock Award for the Area Bancshares Corporation 2000 Stock Option and Equity Incentive
                  Plan(6)
---------

(1)      Exhibit is incorporated herein by reference to Exhibit 4.1 to the
         Registrant's registration statement on Form S-8 as filed with the
         Securities and Exchange Commission on October 16, 1997.
(2)      Exhibit is incorporated herein by reference to Exhibit 3.2 to the
         Registrant's Report on Form 10-A1 as filed with the Securities and
         Exchange Commission on June 30, 1995 (Reg. No. 000-26032).
(3)      Exhibit is incorporated herein by reference to the Registrant's
         Definitive Proxy Statement filed with the Securities and Exchange
         Commission on April 4, 2000.
(4)      Exhibit is incorporated herein by reference to Exhibit 10.18 to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2000 (File No. 000-26032).
(5)      Exhibit is incorporated herein by reference to Exhibit 10.19 to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2000 (File No. 000-26032).
(6)      Exhibit is incorporated herein by reference to Exhibit 10.20 to the
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2000 (File No. 000-26032).

                                     II-3
ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                  events arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed
                  that which was registered) and any deviation from the low or
                  high and of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than 20 percent change in
                  the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  registration statement;

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

                  (2)      That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to

                                     II-4
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

         (h)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                     II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Owensboro, Commonwealth of Kentucky, on this the
29th day of November, 2001.

                                             AREA BANCSHARES CORPORATION

                                             By:    /s/ Thomas R. Brumley
                                                -------------------------------
                                                Thomas R. Brumley
                                                Chief Executive Officer

         KNOW TO ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Brumley and C. M. Gatton, and
each of them, as his true and lawful attorneys-in-fact and agents, with full
powers of substitution and resubstitution, for him, in his name, place and
stead, in any and all such capacities, to sign any and all amendments
(including post-effective amendments and any Registration Statement filed
pursuant to Rule 462(b) of the Securities Act) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully and to all intents and purposes as might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the dates indicated.
SIGNATURE                                                TITLE                                          DATE
---------                                                -----                                          ----
----------------------------------------    Director
Anthony G. Bittel

 /s/ Samual A. B. Boone                     Director                                            November 29, 2001
----------------------------------------
Samuel A. B. Boone
II-6
SIGNATURE                                                TITLE                                          DATE
---------                                                -----                                          ----
/s/ Thomas R. Brumley                      President, Chief Executive Officer and              November 29, 2001
----------------------------------------    Director (principal executive officer)
Thomas R. Brumley

 /s/ Cecile W. Garmon                       Director                                            November 29, 2001
----------------------------------------
Cecile W. Garmon

 /s/ C. M. Gatton                           Chairman of the Board of Directors                  November 29, 2001
----------------------------------------
C. M. Gatton

 /s/ Gary H. Latham                         Director                                            November 29, 2001
----------------------------------------
Gary H. Latham

 /s/ Raymond McKinney                       Vice Chairman of the Board of                       November 29, 2001
----------------------------------------    Directors
Raymond McKinney

 /s/ Allan R. Rhodes                        Director                                            November 29, 2001
----------------------------------------
Allan R. Rhodes

 /s/ Jim R. Shelby                          Director                                            November 29, 2001
----------------------------------------
Jim R. Shelby

 /s/ David W. Smith, Jr.                    Director                                            November 29, 2001
----------------------------------------
David W. Smith, Jr.

 /s/ Thomas N. Thompson                     Director                                            November 29, 2001
----------------------------------------
Thomas N. Thompson

 /s/ Don Vitale                             Director                                            November 29, 2001
----------------------------------------
Don Vitale
II-7
SIGNATURE                                                TITLE                                          DATE
---------                                                -----                                          ----
/s/ Pollard White                          Director                                            November 29, 2001
----------------------------------------
Pollard White

/s/ Edward J. Vega                          Senior Vice President, Chief                        November 29, 2001
----------------------------------------    Financial Officer (principal financial officer)
Edward J. Vega

/s/ Gary R. White                           Vice President and Controller                       November 29, 2001
----------------------------------------    (principal accounting officer)
Gary R. White
II-8
EXHIBIT INDEX
Exhibit                                        Description
  No.
------
5.1            Opinion of Timothy O. Shelburne, Esq. with respect to the securities being registered, including
                 consent.

 23.1            Consent of counsel (included in Exhibit 5.1).

 23.2            Consent of KPMG LLP, dated November 28, 2001.