UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 0-14412

                        FARMERS CAPITAL BANK CORPORATION
               ------------ -------------------------------------
             (Exact name of registrant as specified in its charter)


          KENTUCKY                                       61-1017851
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

P.O. BOX 309, 202 WEST MAIN STREET
FRANKFORT, KENTUCKY                                         40602
---------------------------------------- ---------------------------------------
(Address of principal executive offices)                 (Zip Code)


       Registrant's telephone number, including area code: (502) 227-1600

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 such  filing
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.


                    Common stock, par value $0.125 per share
                 6,912,214 shares outstanding at May 7, 2002

<PAGE>
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                                                 TABLE OF CONTENTS


Part I - Financial Information                                                              Page No.
------------------------------                                                              --------

<S>                                                                                             <C>
     Item 1 - Financial Statements

         Unaudited Consolidated Balance Sheets -
             March 31, 2002 and December 31, 2001                                                3

         Unaudited Consolidated Statements of Income -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   5

         Unaudited Consolidated Statements of Cash Flows -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   6

         Unaudited Consolidated Statements of Changes in Shareholders' Equity -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   7

         Notes to Unaudited Consolidated Financial Statements                                    8

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

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk                        14

Part II - Other Information

     Item 1 - Legal Proceedings                                                                 14

     Item 6 - Exhibits and Reports on Form 8-K                                                  15
</TABLE>

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             March 31,       December 31,
(In thousands, except per share data)                                                            2002               2001
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>                <C>
ASSETS
 Cash and cash equivalents:
     Cash and due from banks                                                               $    54,098        $    55,977
     Interest bearing deposits in other banks                                                    3,887              3,090
     Federal funds sold and securities purchased under
          agreements to resell                                                                  73,803             47,318
------------------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                      131,788            106,385
------------------------------------------------------------------------------------------------------------------------------------

Investment securities:
     Available for sale, amortized cost of $312,776 (2002) and $306,197 (2001)                 312,852            308,081
     Held to maturity, fair value of $35,719 (2002) and $38,505 (2001)                          34,604             37,461
------------------------------------------------------------------------------------------------------------------------------------
          Total investment securities                                                          347,456            345,542
------------------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                                                  686,794            701,869
Allowance for loan losses                                                                      (10,328)           (10,549)
------------------------------------------------------------------------------------------------------------------------------------
          Loans, net                                                                           676,466            691,320
------------------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                     24,462             24,800
Other assets                                                                                    14,567             15,483
------------------------------------------------------------------------------------------------------------------------------------
          Total assets                                                                     $ 1,194,739        $ 1,183,530
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                                   $   141,142        $   136,001
     Interest bearing                                                                          766,433            777,484
------------------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                       907,575            913,485
------------------------------------------------------------------------------------------------------------------------------------
Securities sold under agreements to repurchase                                                 109,434            113,792
Other short-term borrowings                                                                     19,508             12,808
Long-term debt                                                                                  24,777             10,913
Dividends payable                                                                                2,138              2,152
Other liabilities                                                                                7,610              6,820
------------------------------------------------------------------------------------------------------------------------------------
          Total liabilities                                                                  1,071,042          1,059,970
------------------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 8,074,235 and 8,058,244
     shares issued at March 31, 2002 and December 31, 2001, respectively                         1,009              1,007
Capital surplus                                                                                 15,735             15,179
Retained earnings                                                                              138,871            137,227
Treasury stock, at cost
     1,178,421 and 1,152,978 shares at March 31, 2002 and
     December 31, 2001, respectively                                                           (31,968)           (31,077)
Accumulated other comprehensive income                                                              50              1,224
------------------------------------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                                           123,697            123,560
------------------------------------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                                       $ 1,194,739        $ 1,183,530
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                                     2002                 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
INTEREST INCOME
Interest and fees on loans                                                   $ 13,064             $ 15,392
Interest on investment securities:
     Taxable                                                                    2,742                2,640
     Nontaxable                                                                   911                  798
Interest on deposits in other banks                                                20                   25
Interest of federal funds sold and securities purchased under
     agreements to resell                                                         211                1,190
--------------------------------------------------------------------------------------------------------------------
          Total interest income                                                16,948               20,045
--------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                            5,981                8,001
Interest on securities sold under agreements to repurchase                        473                1,256
Interest on other borrowed funds                                                  339                  152
--------------------------------------------------------------------------------------------------------------------
          Total interest expense                                                6,793                9,409
--------------------------------------------------------------------------------------------------------------------
          Net interest income                                                  10,155               10,636
--------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                         121                  223
--------------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses                  10,034               10,413
--------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                                            1,819                1,554
Other service charges, commissions, and fees                                      895                  923
Data processing income                                                            336                  328
Trust income                                                                      367                  386
Investment securities gains, net                                                  597                  279
Gain on sale of mortgage loans                                                     55                   32
Other                                                                             (75)                  30
--------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                              3,994                3,532
--------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                                                  5,150                4,934
Occupancy expenses, net                                                           571                  584
Equipment expenses                                                                926                  807
Bank franchise tax                                                                307                  296
Other                                                                           1,956                1,887
--------------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                             8,910                8,508
--------------------------------------------------------------------------------------------------------------------
          Income before income taxes                                            5,118                5,437
--------------------------------------------------------------------------------------------------------------------
Income tax expense                                                              1,336                1,531
--------------------------------------------------------------------------------------------------------------------
          Net income                                                          $ 3,782              $ 3,906
--------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
     Basic                                                                    $   .55              $   .55
     Diluted                                                                      .54                  .55
--------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                                      6,901                7,099
     Diluted                                                                    6,961                7,121
--------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.

</TABLE>


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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
---------------------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                              2002                 2001
---------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                 <C>
NET INCOME                                                           $  3,782            $   3,906

Other comprehensive (loss) income:
     Unrealized holding (loss) gain on available for sale
     securities arising during the period, net of tax
     of ($415) and $510, respectively                                    (770)                 990

Reclassification  adjustment for prior period  unrealized
     gain recognized during current period, net of tax of
     ($218) and ($88), respectively                                      (404)                (171)
---------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income                                      (1,174)                 819
---------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                                 $  2,608            $   4,725
---------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


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<TABLE>
<CAPTION>


UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                        2002           2001
---------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                              $    3,782     $    3,906
     Adjustments to  reconcile  net  income to net cash  provided
          by  operating activities:
          Depreciation and amortization                                             729            877
          Net amortization of investment security premiums and discounts:
                Available for sale                                                  142           (305)
                Held to maturity                                                    (16)             3
          Provision for loan losses                                                 121            223
          Noncash compensation expense                                              166            242
          Mortgage loans originated for sale                                     (8,666)        (5,441)
          Proceeds from sale of mortgage loans                                    7,517          4,324
          Deferred income tax (benefit) expense                                    (256)             9
          Gain on sale of mortgage loans                                            (55)           (32)
          Gain on sale of premises and equipment                                                    (4)
          Gain on sale of available for sale investment securities, net            (597)          (279)
          Decrease in accrued interest receivable                                   597            678
          Decrease (increase) in other assets                                       708           (526)
          Decrease in accrued interest payable                                      (66)           (44)
          Increase in other liabilities                                           1,357          1,564
---------------------------------------------------------------------------------------------------------------------
             Net cash provided by operating activities                            5,463          5,195
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                    156,811        161,715
          Held to maturity                                                        2,873          4,318
     Proceeds from sale of available for sale investment securities             100,438          7,245
     Purchase of available for sale investment securities                      (263,373)      (159,589)
     Loans originated for investment, net of principal collected                 15,937         (9,130)
     Purchase of premises and equipment                                            (391)          (738)
     Proceeds from sale of equipment                                                                 4
---------------------------------------------------------------------------------------------------------------------
             Net cash provided by investing activities                           12,295          3,825
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net decrease in deposits                                                    (5,910)       (78,583)
     Net (decrease) increase in securities sold under agreements
          to repurchase                                                          (4,358)           160
     Proceeds from long-term debt                                                14,500
     Repayments of long-term debt                                                  (636)        (2,981)
     Net increase (decrease) in other short-term borrowings                       6,700         (1,060)
     Dividends paid                                                              (2,152)        (2,155)
     Purchase of common stock                                                      (891)        (7,297)
     Stock options exercised                                                        392             39
---------------------------------------------------------------------------------------------------------------------
             Net cash provided by (used in) financing activities                  7,645        (91,877)
---------------------------------------------------------------------------------------------------------------------
             Net increase (decrease) in cash and cash equivalents                25,403        (82,857)
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                  106,385        229,871
---------------------------------------------------------------------------------------------------------------------
             Cash and cash equivalents at end of period                      $  131,788     $  147,014
---------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
     Interest                                                                $    6,859     $    9,453
Cash dividend declared and unpaid                                                 2,138          2,144
---------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                                                                Accumulated
                                                                                                        Other             Total
Three months ended                   Common Stock       Capital    Retained    Treasury Stock       Comprehensive     Shareholders'
March 31, 2002 and 2001           Shares     Amount     Surplus    Earnings   Shares     Amount     Income (Loss)        Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>       <C>        <C>        <C>         <C>     <C>              <C>             <C>
  Balance at January 1, 2002       8,058     $1,007     $15,179    $137,227    1,153   $(31,077)        $1,224          $123,560
Net income                                                            3,782                                                3,782
Other comprehensive loss                                                                                (1,174)           (1,174)
Cash dividends declared,
  $.31 per share                                                     (2,138)                                              (2,138)
Purchase of common stock                                                          25       (891)                            (891)
Stock options exercised               16          2         390                                                              392
Noncash compensation expense
  attributed to stock option grants                         166                                                              166
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2002        8,074     $1,009     $15,735    $138,871    1,178   $(31,968)           $50          $123,697
------------------------------------------------------------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
  Balance at January 1, 2001       8,032     $1,004     $13,634    $131,021      860   $(20,755)          $557          $125,461
Net income                                                            3,906                                                3,906
Other comprehensive income                                                                                 819               819
Cash dividends declared,
  $.30 per share                                                     (2,144)                                              (2,144)
Purchase of common stock                                                         206     (7,297)                          (7,297)
Stock options exercised                1                     39                                                               39
Noncash compensation expense
  attributed to stock option grants                         242                                                              242
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2001        8,033     $1,004     $13,915    $132,783    1,066   $(28,052)        $1,376          $121,026
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>




<PAGE>


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank  Corporation  (the  "Company"),   a  financial  holding  company,  and  its
subsidiaries,  including its principal subsidiary,  Farmers Bank & Capital Trust
Company.  All  significant  intercompany  transactions  and  accounts  have been
eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities as of the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting period.  Estimates used in the preparation of the financial
statements  are based on various  factors  including  the current  interest rate
environment  and the  general  strength  of the local  economy.  Changes  in the
overall  interest rate  environment can  significantly  affect the Company's net
interest  income and the value of its recorded  assets and  liabilities.  Actual
results  could  differ  from  those  estimates  used in the  preparation  of the
financial statements.

The  financial  information  presented as of any date other than December 31 has
been  prepared  from the books  and  records  without  audit.  The  accompanying
consolidated  financial  statements  have been prepared in  accordance  with the
instructions  to Form 10-Q and Rule 10-01 of  Regulation  S-X and do not include
all of the  information  and the  footnotes  required by  accounting  principles
generally accepted in the United States of America for complete  statements.  In
the opinion of  management,  all  adjustments,  consisting  of normal  recurring
adjustments,  necessary for a fair  presentation  of such financial  statements,
have been included.  The results of operations  for the interim  periods are not
necessarily indicative of the results to be expected for the full year.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001.

2.   RECLASSIFICATIONS

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation. These
reclassifications  do not  affect net  income or total  shareholders'  equity as
previously reported.




<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------

         OF OPERATIONS
         -------------

FORWARD-LOOKING STATEMENTS

This report contains  forward-looking  statements  under the Private  Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. Although the
Company believes that the assumptions underlying the forward-looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included  herein will prove to be  accurate.  Factors  that could  cause  actual
results to differ from the results discussed in the  forward-looking  statements
include,  but are not limited to: economic  conditions  (both generally and more
specifically in the markets in which the Company and its subsidiaries  operate);
competition  for the  Company's  customers  from other  providers  of  financial
services; government legislation and regulation (which changes from time to time
and over which the Company has no control);  changes in interest rates; material
unforeseen  changes  in the  liquidity,  results  of  operations,  or  financial
condition of the Company's customers;  and other risks detailed in the Company's
filings with the Securities and Exchange Commission,  all of which are difficult
to predict and many of which are beyond the control of the Company.

RESULTS OF OPERATIONS

                    FIRST QUARTER 2002 VS. FIRST QUARTER 2001
                    -----------------------------------------

The Company reported net income of $3.8 million for the first quarter of 2002, a
decrease of $124  thousand or 3.2%  compared to $3.9 million for the same period
in 2001. Basic net income per share remained  unchanged at $.55 in the quarterly
comparison due to the Company's  share buy-back  program that has been in effect
for several years.  On a diluted per share basis,  net income  decreased $.01 to
$.54 in the quarterly comparison.

The decrease in net income is primarily attributed to a decrease in net interest
margin.  While the cost of funds for the Company has declined in the comparison,
the yield on earning assets has declined to a greater  extent.  Interest  income
totaled  $17.0 million for the first quarter of 2002, a decrease of $3.1 million
or 15.5% compared to the same period in the prior year. Interest expense totaled
$6.8 million, a decrease of $2.6 million or 27.8%. Net interest income fell $481
thousand or 4.5% in the  comparison and totaled $10.2 million at March 31, 2002.
The provision for loan losses  decreased $102 thousand and totaled $121 thousand
for the current quarter. Noninterest income increased $462 thousand or 13.1% due
to a $265 thousand or 17.1% increase in service charges and fees on deposits and
a $318  thousand  increase  in  gains  on the  sale  of  investment  securities.
Noninterest  expense  increased $402 thousand or 4.7%, due to a $216 thousand or
4.4%  increase in salaries  and  employee  benefits and an increase in equipment
expenses of $119 thousand or 14.7%.

The return on average  assets ("ROA") was 1.28% for the first quarter of 2002, a
decrease of 16 basis  points  compared to 1.44%  reported for the same period of
2001.  Significant  components of the 16 basis point decrease in ROA include the
following:  a decrease in net  interest  margin of 45 basis  points to 3.99%;  a
decrease of 12 basis points in noninterest expense relative to average assets; a
five basis point increase in noninterest  income relative to average assets; and
a nine basis point decrease in income taxes relative to average  earning assets.
The return on average equity was 12.35% for the first quarter of 2002,  compared
to 12.78% for the same period of 2001.

NET INTEREST INCOME
-------------------

The interest  rate  environment  has been  extremely  volatile in the  quarterly
comparison,  as general market interest rates have dropped  significantly  since
the first  quarter of 2001.  Actions  taken by the  Federal  Reserve  Board (the
"Fed") to reduce short-term  interest rates by 325 basis points since the end of
the first quarter of 2001 have affected the  Company's net interest  margin,  as
well as the net interest margin of many financial  institutions in the industry.
The effect of the Fed's actions has  generally led to interest  rates on earning
assets declining more rapidly than rates paid on interest  bearing  liabilities.
During a falling rate environment,  the challenge is to reduce the rates paid on
interest bearing liabilities  (primarily  deposits) to offset the decline in the
yield on variable rate assets (primarily  loans) while remaining  competitive in
our markets.  The Company's yield on earning assets for the current three months
was 6.52%,  a reduction of 170 basis points from the same period a year ago. The
cost of funds for the  current  three  months was 2.98%,  a decline of 165 basis
points  compared  to the same  period a year ago.  A goal of the  Company in the
current interest rate environment is to increase earning assets and decrease the
interest  rates paid on interest  bearing  liabilities.  Average  earning assets
increased  $77.2  million or 7.6% in the  quarterly  comparison.  However,  as a
percentage of total average  assets,  earning  assets  declined 107 basis points
from 91.82% to 90.75%.

Interest  income totaled $17.0 million for the first quarter of 2002, a decrease
of $3.1 million or 15.5% compared to the same period in the prior year. Interest
expense totaled $6.8 million,  a decrease of $2.6 million or 27.8%. Net interest
income fell $481 thousand or 4.5% in the comparison and totaled $10.2 million at
March 31, 2002.

Interest and fees on loans  decreased  $2.3 million  mainly due to a decrease in
the average rate earned.  Average loans  increased $5.1 million or 0.75%,  while
the yield  decreased 144 basis points to 7.76%.  Interest on taxable  securities
increased $102 thousand or 3.9% due primarily to a $92.5 million increase in the
average  balance.  The average rate earned on taxable  securities  decreased 210
basis  points to 4.26% and  nearly  offset  the  effect of the  increase  in the
average balance.  Interest on nontaxable  securities  increased $113 thousand or
14.2% due to an $11.4 million increase in the average balance combined with a 10
basis point increase in the average rate earned to 6.61%. Interest on short-term
investments,  including  time deposits in other banks,  federal funds sold,  and
securities purchased under agreements to resell,  decreased $984 thousand, which
is due to a $31.8 million  decrease in the average balance and a 390 basis point
decrease in the average rate earned on these investments.

Interest  expense on deposits  decreased  $2.0 million or 25.2% to $6.0 million.
This  decreased  resulted  from a  general  decline  in the  average  rate  paid
throughout the deposit  portfolio,  which offset increases in average  balances.
The decline in interest  expense on deposits was as follows:  time deposits $830
thousand or 14.7%;  interest bearing demand deposits $507 thousand or 47.6%; and
savings deposits $683 thousand or 52.7%. The average rate paid on time deposits,
the largest  component  of interest  bearing  deposits,  was 4.88% for the first
quarter  of 2002  compared  to 6.08% for the same  period of 2001.  The  average
balance of time deposits  increased $23.9 million or 6.34% to $400 million.  The
average rate paid on interest bearing demand deposits  declined 115 basis points
to 1.05%  while the average  balance  increased  $20.1  million or 10.2% to $216
million. The average rate paid on savings deposits decreased 183 basis points to
1.53% while the average balance  increased $6.5 million or 4.2% to $163 million.
Interest expense on overnight investments,  consisting of federal funds sold and
securities  sold under  agreements to  repurchase,  decreased  $783 thousand due
primarily  to a  409  basis  point  decrease  in  the  average  rate  paid.  The
significant  decrease in the average rate paid  mitigated  the $21.6  million or
24.8% increase in the average balance.  Interest expense on other borrowed funds
increased  $187 thousand in the  comparison as  additional  borrowings  from the
Federal Home Loan Bank increased the average  balance  outstanding.  The average
rate paid on other borrowed funds declined 286 basis points to 3.90%.

The net interest  margin on a tax equivalent  basis decreased 45 basis points to
3.99% during the first quarter of 2002 compared to 4.44% in the first quarter of
2001. The decrease in net interest margin is primarily  attributed to a 40 basis
point decline in the effect of noninterest  bearing sources of funds. The effect
of  noninterest  bearing  sources  of funds  on net  interest  margin  typically
declines in a falling rate  environment.  Also  contributing to the reduction in
net interest  margin is a five basis point  decline in the spread  between rates
earned and paid that totaled 3.54% for the current quarter  compared to 3.59% in
the same quarter a year earlier.

NONINTEREST INCOME
------------------

Noninterest income was $4.0 million for the current quarter, an increase of $462
thousand  or 13.1%  compared  to the first  quarter of the prior  year.  Service
charges and fees on  deposits,  the largest  component  of  noninterest  income,
increased  $265  thousand  or  17.1%.  This  increase  is the  result of the new
overdraft  policy and  related NSF fee  structure  that is now fully in place at
each of the Company's subsidiary banks. Other service charges,  commissions, and
fees  decreased  $28  thousand or 3.0% due  primarily to a decrease in custodial
safekeeping fees from the Commonwealth of Kentucky. Data processing fees were up
2.4% and totaled $336 thousand.  Trust income  decreased $19 thousand or 4.9% to
$367  thousand.  Gains on the sale of  available  for  sale  securities  for the
current quarter were $597 thousand  compared to $279 thousand in the prior year.
Net gains on the sale of mortgage  loans were $55  thousand,  an increase of $23
thousand over the prior year as mortgage  loans  originated  for sale  increased
$3.2 million in the comparison. Other noninterest income decreased $105 thousand
due primarily to losses on foreclosed assets.

NONINTEREST EXPENSE
-------------------

Total  noninterest  expenses  increased  $402  thousand  or 4.7%  from the first
quarter of 2001 and totaled $8.9 million.  Salaries and employee  benefits,  the
largest  component of noninterest  expense,  increased $216 thousand or 4.4% due
primarily  to  normal  salary  increases  and a  slight  increase  in full  time
equivalent  employees from 456 to 460. Occupancy expense,  net of rental income,
decreased $13 thousand and totaled $571 thousand.  Equipment  expense  increased
$119  thousand  or 14.7% due to  increases  in normal  depreciation  expense and
maintenance  contracts.  Other  noninterest  expense,  including  bank franchise
taxes, increased $80 thousand or 3.7% to $2.3 million.

INCOME TAXES
------------

Income tax expense for the first quarter of 2002 was $1.3 million, a decrease of
$195  thousand or 12.7% from the first  quarter of 2001.  The effective tax rate
was 26.1% for the current quarter, a decrease of 206 basis points from 28.2% for
the first  quarter of 2001.  The decrease in the  effective tax rate is due to a
combination  of  factors,   including  the  following:   tax-exempt   investment
securities  averaged  $81.4  million,  an  increase  of 16.3%  in the  quarterly
comparison;  tax-exempt  municipal loans averaged $17.0 million,  an increase of
50.5%;  and taxable  earning  assets  repriced at a faster pace than  tax-exempt
earning assets in the rapidly declining interest rate environment. The result is
less taxable income in proportion to total income even without the growth in the
tax-exempt earning assets.

FINANCIAL CONDITION

Total assets were $1.2 billion on March 31, 2002,  an increase of $11.2  million
or 1.0% from December 31, 2001.  Fluctuations in assets and deposits are typical
due to the relationship between the Company's principal subsidiary, Farmers Bank
& Capital Trust Company and the Commonwealth of Kentucky.  Farmers Bank provides
various  services to state agencies of the  Commonwealth.  As the depository for
the Commonwealth,  these agencies issue checks drawn on Farmers Bank,  including
paychecks and state income tax refunds.  Farmers Bank also processes vouchers of
the WIC  (Women,  Infants  and  Children)  program  for the  Cabinet  for  Human
Resources.  The Bank's investment  department provides services to the Teacher's
Retirement systems.  As the depository for the Commonwealth,  large fluctuations
in deposits are likely to occur on a daily  basis.  On an average  basis,  total
assets  were $1.2  billion for the first  three  months of 2002,  an increase of
$55.8 million or 4.9% from year-end 2001.  Average earning assets were 90.75% of
average  total assets at March 31, 2002, a decrease of 60 basis points  compared
to year-end 2001

LOANS
-----

Loans,  net of  unearned  income,  totaled  $687  million at March 31,  2002,  a
decrease of $15.1 million or 2.1% from year-end  2001.  This  reduction in loans
outstanding  is a result of  decreases  in real estate  loans of $8.8 million or
1.9%, commercial and industrial loans of $5.6 million or 7.2%, installment loans
of $2.5 million or 3.2%, and lease  financing of $1.3 million or 3.1%.  Loans to
states and political  subdivision  increased $3.5 million or 23.7%.  Average net
loans for the  three-month  period  ended  March 31, 2002 were $689  million,  a
decrease of $9.6  million or 1.4%  compared to the  year-end  2001  average.  On
average,  loans  represented  63.3% of earning  assets during the current period
compared to 66.9% for year-end  2001. As loan demand  fluctuates,  the available
funds  are  redirected  between  either  temporary   investments  or  investment
securities.

ALLOWANCE FOR LOAN LOSSES
-------------------------

The allowance for loan losses was $10.3 million at March 31, 2002, a decrease of
$221 thousand from the prior year-end. The allowance for loan losses was 1.5% of
net loans at March 31, 2002 and December 31, 2001. In management's  opinion, the
allowance  for loan  losses is  adequate  to cover  losses  inherent in the loan
portfolio.  The provision for loan losses decreased $102 thousand in the current
three-month  period  compared  to the same  period in 2001.  The Company had net
charge-offs  of $341  thousand in the first three months of 2002 compared to net
charge-offs  of  $62  thousand  in the  same  period  of  2001.  Annualized  net
charge-offs  represented 0.20% of average net loans for the current  three-month
period,  compared to 0.31% at year-end 2001.  Management  continues to emphasize
collection efforts and evaluation of risks within the loan portfolio.

NONPERFORMING ASSETS
--------------------

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate owned,  and other  foreclosed  assets.  Nonperforming  loans  consists of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming  assets totaled $6.1 million at
March 31,  2002,  a decrease of $241  thousand or 3.8% from the prior  year-end.
Nonperforming  loans  totaled  $5.1 million at March 31, 2002 a decrease of $129
thousand or 2.5% compared to year-end 2001.  Nonperforming loans as a percentage
of net loans remained at 0.74% on March 31, 2002 compared to year-end 2001.

Other real estate owned,  which had a balance of $715 thousand at year-end 2001,
decreased to $56 thousand or 7.8% and totaled $659 thousand on March 31, 2002.

TEMPORARY INVESTMENTS
---------------------

Temporary  investments  consist of interest  bearing  deposits with other banks,
federal funds sold,  and  securities  purchased  under  agreements to resell and
totaled  $77.7  million at March 31,  2002,  an increase of $27.3  million  from
year-end 2001. Temporary  investments averaged $57.2 million for the first three
months of 2002, a decrease of $25.6 million from year-end 2001. This decrease is
primarily a result of the  Company's net funding  position and the  relationship
between its principal  subsidiary and the  Commonwealth of Kentucky as described
in preceding sections of this report.  Temporary  investments are reallocated as
loan demand and other investment alternatives present the opportunity.

INVESTMENT SECURITIES
---------------------

Investment securities were $347.5 million on March 31, 2002, an increase of $1.9
million or 0.6% from  year-end  2001.  Available  for sale and held to  maturity
securities were $312.9 and $34.6 million,  respectively.  Investment  securities
averaged  $342.2  million  for the first  quarter of 2002,  an increase of $79.0
million  or 30.0%  from  year-end  2001.  The  increase  in  average  investment
securities is attributable to the Company's  continued efforts to manage its net
interest  margin during a period of  relatively  low market  interest  rates and
correlates  with the increase in borrowed  funds.  The Company had an unrealized
gain on available  for sale  investment  securities of $76 thousand at March 31,
2002 compared to $1.9 million at year-end 2001. The decrease is due primarily to
recognized gains on the sale of available for sale investment  securities during
the  current  quarter of $597  thousand  and  decreases  in the market  value of
securities held in the portfolio at March 31, 2002.

DEPOSITS
--------

Total deposits were $907.6 million at March 31, 2002, a decrease of $5.9 million
or 0.6% from year-end 2001.  Noninterest bearing deposits increased $5.1 million
or 3.8% in the  comparison.  This increase is primarily due to the  relationship
between the Company's  principal  subsidiary and the Commonwealth of Kentucky as
described in preceding sections of this report. On average,  noninterest bearing
deposits  were  $145.8  million  during the current  period,  a decrease of $3.0
million or 2.0%.  Interest  bearing  deposit  balances  decreased  $11.1 million
during the three  months  ended  March 31,  2002 due to  decreases  in  interest
bearing checking accounts of $4.9 million, money market deposit accounts of $5.4
million,  and savings  accounts of $6.0 million.  Time deposits  increased  $5.2
million in the comparison.  On average,  interest  bearing  deposits were $779.2
million in the current period,  an increase of $31.8 million from year-end 2001.
The increase in average  interest  bearing deposits is attributable to increases
in interest  bearing demand deposits of $17.3 million and time deposits of $14.4
million. Total deposits averaged $924.9 million, an increase of $28.8 million or
3.2% from year-end 2001.

BORROWED FUNDS
--------------

Borrowed  funds totaled  $153.7  million at March 31, 2002, an increase of $16.2
million or 11.8% from year-end 2001. Increases in short-term  borrowings of $2.3
million along with an increase in long-term  borrowings of $13.9 million account
for the total increase in borrowed funds.  Securities  sold under  agreements to
repurchase  decreased  $4.4 million or 3.8% due  primarily  to the  relationship
between the Company's  principal  subsidiary and the Commonwealth of Kentucky as
described in  preceding  sections of this report.  Other  short-term  borrowings
increased  $6.7  million  mainly due to an increase  in borrowed  funds from the
Federal  Home Loan  Bank  ("FHLB").  The $13.9  million  increase  in  long-term
borrowings  is  attributed  to  additional  advances  from the FHLB with varying
interest rate terms and maturing within 10 years. Recent FHLB advances have been
used to fund the purchase of  additional  investment  securities  and to aid the
efforts of asset and liability management.  Total borrowed funds averaged $143.8
million, an increase of $26.8 million or 22.9% from year-end 2001.

LIQUIDITY

The Parent Company's primary use of cash consists mainly of dividend payments to
its common  shareholders,  purchases  of its  common  stock,  and other  general
operating  purposes.  Liquidity of the Parent Company  depends  primarily on the
receipt of dividends from its subsidiary banks and cash balances maintained.  As
of March 31, 2002 combined  retained earnings of the subsidiary banks were $65.6
million,  of which $13.8  million was  available for the payment of dividends to
the  Parent  Company  without  obtaining  prior  approval  from bank  regulatory
agencies. As a practical matter,  payment of future dividends is also subject to
the maintenance of other capital ratio requirements.  Management expects that in
the  aggregate,  its  subsidiary  banks will continue to have the ability to pay
dividends in order to provide funds to the Parent  Company  during the remainder
of 2002  sufficient to meet its  liquidity  needs.  The Parent  Company had cash
balances of $12.1 million at March 31, 2002.

The Company's  objective as it relates to liquidity is to insure that subsidiary
banks  have funds  available  to meet  deposit  withdrawals  and credit  demands
without unduly penalizing profitability.  In order to maintain a proper level of
liquidity,  the banks have several  sources of funds available on a daily basis,
which can be used for  liquidity  purposes.  These  sources  of funds  primarily
include the  subsidiary  banks' core  deposits,  consisting of both business and
nonbusiness  deposits;  cash flow  generated by repayment of loan  principal and
interest;  and federal funds purchased and securities  sold under  agreements to
repurchase.  The  terms  of the  recent  FHLB  advances  have  been  taken  into
consideration in relation to the overall funding needs of the Company.

For the longer term, the liquidity position is managed by balancing the maturity
structure of the balance sheet. This process allows for an orderly flow of funds
over an extended  period of time. The Company's  Asset and Liability  Management
Committee  meets  regularly and monitors the composition of the balance sheet to
ensure comprehensive management of interest rate risk and liquidity.

Liquid assets consist of cash and due from banks,  short-term  investments,  and
securities  available for sale. At March 31, 2002,  such assets  totaled  $444.6
million,  an  increase of $30.2  million or 7.3% from  year-end  2001.  Net cash
provided by operating  activities was $5.5 million in the first quarter of 2002,
an increase of $268 thousand or 5.2% compared to the same period last year.  Net
cash provided by investing  activities  was $12.3  million,  an increase of $8.5
million due primarily to the net paydowns in loans  originated  for  investment.
Net cash provided by financing  activities was $7.6 million for the period ended
March 31, 2002. In the same quarter of the prior year, financing activities used
$91.9  million,  a difference  of $99.5  million  relating  primarily to deposit
account activity.

CAPITAL RESOURCES

Shareholders'  equity was $123.7  million on March 31, 2002, an increase of $137
thousand or 0.1% from year-end 2001. The Company purchased 25 thousand shares of
its  outstanding  common stock during the first three months of 2002 for a total
cost of $891 thousand.

The Company  issued 16 thousand  shares of common  stock  during the first three
months pursuant to its nonqualified stock option plan. Dividends of $2.1 million
or $.31 per share  were  declared  during  the first  three  months of 2002,  an
increase  of 3.3% per  share  compared  to the  prior  year.  Accumulated  other
comprehensive  income,  consisting of unrealized  holding gains on available for
sale investment  securities  (net of tax),  decreased $1.2 million from year-end
2001 due to the sale of investment  securities and general market value declines
of securities held at March 31, 2002.

Consistent with the objective of operating a sound financial  organization,  the
Company's goal is to maintain  capital ratios well above the regulatory  minimum
requirements.  The Company's capital ratios as of March 31, 2002, the regulatory
minimums and the regulatory standard for a "well capitalized" institution are as
follows:


                       Farmers Capital         Regulatory            Well
                      Bank Corporation           Minimum         Capitalized
--------------------------------------------------------------------------------
Tier 1 risk based           16.79%                4.00%             6.00%
Total risk based            18.04%                8.00%            10.00%
Leverage                    10.31%                4.00%             5.00%
--------------------------------------------------------------------------------

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the applicable  minimum regulatory capital ratio requirements at March
31, 2002.


EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

Effective  January 1, 2002, the Company adopted Financial  Accounting  Standards
Board ("FASB")  Statement of Financial  Accounting  Standards  ("SFAS") No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS. SFAS requires that goodwill and intangible
assets  with  indefinite  useful  lives no longer be  amortized,  but instead be
tested for  impairment at least  annually in accordance  with the  provisions of
Statement 142.  Statement 142 also requires that intangible assets with definite
useful lives be amortized over their respective  estimated useful lives to their
estimated  residual  values and reviewed for impairment in accordance  with SFAS
No. 121,  ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF. The adoption of SFAS No. 142 did not have an effect on
the consolidated financial statements of the Company.

Effective January 1, 2002, the Company adopted FASB SFAS No. 144, ACCOUNTING FOR
THE  IMPAIRMENT  OR DISPOSAL OF LONG-LIVED  ASSETS,  which  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
While SFAS No. 144  supersedes  SFAS No. 121,  ACCOUNTING  FOR THE IMPAIRMENT OF
LONG-LIVED  ASSETS AND FOR LONG-LIVED  ASSETS TO BE DISPOSED OF, it retains many
of the fundamental provisions of that Statement.

SFAS No.  144  also  supersedes  the  accounting  and  reporting  provisions  of
Accounting   Principles   Board  Opinion  No.  30,   REPORTING  THE  RESULTS  OF
OPERATIONS--REPORTING  THE EFFECTS OF  DISPOSAL OF A SEGMENT OF A BUSINESS,  AND
EXTRAORDINARY,  UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS,  for
the disposal of a segment of a business.  However, it retains the requirement in
Opinion No. 30 to report  separately  discontinued  operations  and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment,  or in a distribution to owners) or is classified as held for sale.
By  broadening  the  presentation  of  discontinued  operations  to include more
disposal  transactions,  the FASB has enhanced  management's  ability to provide
information  that helps  financial  statement  users to assess the  effects of a
disposal  transaction  on the ongoing  operations of an entity.  The adoption of
SFAS No. 144 did not have an effect on the consolidated  financial statements of
the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

The Company uses a simulation  model as a tool to monitor and evaluate  interest
rate risk  exposure.  The model is designed to measure  the  sensitivity  of net
interest  income and net income to  changing  interest  rates over  future  time
periods.  Forecasting  net  interest  income and its  sensitivity  to changes in
interest  rates  requires the Company to make  assumptions  about the volume and
characteristics  of  many  attributes,  including  assumptions  relating  to the
replacement  of  maturing  earning  assets and  liabilities.  Other  assumptions
include,  but are not limited to, projected  prepayments,  projected new volume,
and the predicted  relationship  between  changes in market  interest  rates and
changes in  customer  account  balances.  These  effects are  combined  with the
Company's  estimate of the most likely rate environment to produce a forecast of
net interest income and net income. The forecasted results are then adjusted for
the effect of a gradual  increase and decrease in market  interest  rates on the
Company's net interest income and net income. Because assumptions are inherently
uncertain, the model cannot precisely estimate net interest income or net income
or the effect of interest  rate changes on net  interest  income and net income.
Actual results could differ significantly from simulated results.

At March 31, 2002, the model indicated that if rates were to gradually  increase
by 150 basis points during the calendar year,  then net interest  income and net
income would increase 0.54% and 1.12%, respectively for the year ending December
31, 2002. The model  indicated  that if rates were to gradually  decrease by 150
basis points over the same period, then net interest income and net income would
decrease 2.06% and 4.68%, respectively.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
--------------------------

As of March 31, 2002, there had been no material changes to the cases previously
reported, and no new significant cases have emerged.

There were various  other  pending  legal  actions and  proceedings  against the
Company  arising  from the normal  course of  business  and in which  claims for
damages are asserted.  Management, after discussion with legal counsel, believes
that these actions are without merit and that the ultimate  liability  resulting
from these  legal  actions  and  proceedings,  if any,  will not have a material
adverse effect upon the consolidated financial statements of the Company.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)       List of Exhibits
         ----------------

         11    Statement re computation of per share earnings

b)       Reports on Form 8-K
         -------------------

         On March 13, 2002, the Registrant  filed a report on Form 8-K regarding
         the  March 8,  2002  death of  Charles  S.  Boyd,  President  and Chief
         Executive  Officer of the  Registrant.  On March 11, 2002, the Board of
         Directors of the Registrant elected G. Anthony Busseni as the permanent
         President and Chief  Executive  Officer to replace Mr. Boyd,  effective
         immediately.  There were no financial  statements  filed with this Form
         8-K.

<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.




Date:   May 9, 2002               /s/ G. Anthony Busseni
      --------------------       -----------------------------------------------
                                 G. Anthony Busseni,
                                 President and CEO (Principal Executive Officer)


Date:    5-9-02                   /s/ C Douglas Carpenter
      --------------------       -----------------------------------------------
                                 Cecil Douglas Carpenter,
                                 Vice President, Secretary, and CFO
                                 (Principal Financial and Accounting Officer)

<PAGE>


Exhibit 11

                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                 ----------------------------------------------



--------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                        2002               2001
--------------------------------------------------------------------------------

Net income, basic and diluted                    $ 3,782            $ 3,906
--------------------------------------------------------------------------------
Average shares outstanding                         6,901              7,099
Effect of dilutive stock options                      60                 22
--------------------------------------------------------------------------------
Average diluted shares outstanding                 6,961              7,121
--------------------------------------------------------------------------------

Net income per share, basic                      $   .55            $   .55
Net income per share, diluted                        .54                .55
--------------------------------------------------------------------------------
[{"type": "10-Q", "sequence": "1", "filename": "a10q033102.txt", "description": "MARCH 31, 2002 FORM 10-Q", "secsgml_size_bytes": 64919}]
{"company-data": {"conformed-name": "FARMERS CAPITAL BANK CORP", "cik": "0000713095", "assigned-sic": "6021", "irs-number": "611017851", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-14412", "film-number": "02639481"}, "business-address": {"street1": "PO BOX 309", "street2": "202 W MAIN ST", "city": "FRANKFORT", "state": "KY", "zip": "40602", "phone": "5022271668"}, "mail-address": {"street1": "P O BOX 309", "street2": "202 WEST MAIN STREET", "city": "FRANKFORT", "state": "KY", "zip": "40602"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 0-14412

                        FARMERS CAPITAL BANK CORPORATION
               ------------ -------------------------------------
             (Exact name of registrant as specified in its charter)

          KENTUCKY                                       61-1017851
--------------------------------         ---------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

P.O. BOX 309, 202 WEST MAIN STREET
FRANKFORT, KENTUCKY                                         40602
---------------------------------------- ---------------------------------------
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (502) 227-1600

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 such  filing
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.

                    Common stock, par value $0.125 per share
                 6,912,214 shares outstanding at May 7, 2002
TABLE OF CONTENTS

Part I - Financial Information                                                              Page No.
------------------------------                                                              --------
Item 1 - Financial Statements

         Unaudited Consolidated Balance Sheets -
             March 31, 2002 and December 31, 2001                                                3

         Unaudited Consolidated Statements of Income -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   5

         Unaudited Consolidated Statements of Cash Flows -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   6

         Unaudited Consolidated Statements of Changes in Shareholders' Equity -
             For the Three Months Ended
             March 31, 2002 and March 31, 2001                                                   7

         Notes to Unaudited Consolidated Financial Statements                                    8

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

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk                        14

Part II - Other Information

     Item 1 - Legal Proceedings                                                                 14

     Item 6 - Exhibits and Reports on Form 8-K                                                  15
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------
UNAUDITED CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------------------------------------------
                                                                                             March 31,       December 31,
(In thousands, except per share data)                                                            2002               2001
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
 Cash and cash equivalents:
     Cash and due from banks                                                               $    54,098        $    55,977
     Interest bearing deposits in other banks                                                    3,887              3,090
     Federal funds sold and securities purchased under
          agreements to resell                                                                  73,803             47,318
------------------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                      131,788            106,385
------------------------------------------------------------------------------------------------------------------------------------

Investment securities:
     Available for sale, amortized cost of $312,776 (2002) and $306,197 (2001)                 312,852            308,081
     Held to maturity, fair value of $35,719 (2002) and $38,505 (2001)                          34,604             37,461
------------------------------------------------------------------------------------------------------------------------------------
          Total investment securities                                                          347,456            345,542
------------------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                                                  686,794            701,869
Allowance for loan losses                                                                      (10,328)           (10,549)
------------------------------------------------------------------------------------------------------------------------------------
          Loans, net                                                                           676,466            691,320
------------------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                     24,462             24,800
Other assets                                                                                    14,567             15,483
------------------------------------------------------------------------------------------------------------------------------------
          Total assets                                                                     $ 1,194,739        $ 1,183,530
------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                                   $   141,142        $   136,001
     Interest bearing                                                                          766,433            777,484
------------------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                       907,575            913,485
------------------------------------------------------------------------------------------------------------------------------------
Securities sold under agreements to repurchase                                                 109,434            113,792
Other short-term borrowings                                                                     19,508             12,808
Long-term debt                                                                                  24,777             10,913
Dividends payable                                                                                2,138              2,152
Other liabilities                                                                                7,610              6,820
------------------------------------------------------------------------------------------------------------------------------------
          Total liabilities                                                                  1,071,042          1,059,970
------------------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 8,074,235 and 8,058,244
     shares issued at March 31, 2002 and December 31, 2001, respectively                         1,009              1,007
Capital surplus                                                                                 15,735             15,179
Retained earnings                                                                              138,871            137,227
Treasury stock, at cost
     1,178,421 and 1,152,978 shares at March 31, 2002 and
     December 31, 2001, respectively                                                           (31,968)           (31,077)
Accumulated other comprehensive income                                                              50              1,224
------------------------------------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                                           123,697            123,560
------------------------------------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                                       $ 1,194,739        $ 1,183,530
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                                     2002                 2001
--------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans                                                   $ 13,064             $ 15,392
Interest on investment securities:
     Taxable                                                                    2,742                2,640
     Nontaxable                                                                   911                  798
Interest on deposits in other banks                                                20                   25
Interest of federal funds sold and securities purchased under
     agreements to resell                                                         211                1,190
--------------------------------------------------------------------------------------------------------------------
          Total interest income                                                16,948               20,045
--------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                            5,981                8,001
Interest on securities sold under agreements to repurchase                        473                1,256
Interest on other borrowed funds                                                  339                  152
--------------------------------------------------------------------------------------------------------------------
          Total interest expense                                                6,793                9,409
--------------------------------------------------------------------------------------------------------------------
          Net interest income                                                  10,155               10,636
--------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                         121                  223
--------------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses                  10,034               10,413
--------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                                            1,819                1,554
Other service charges, commissions, and fees                                      895                  923
Data processing income                                                            336                  328
Trust income                                                                      367                  386
Investment securities gains, net                                                  597                  279
Gain on sale of mortgage loans                                                     55                   32
Other                                                                             (75)                  30
--------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                              3,994                3,532
--------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                                                  5,150                4,934
Occupancy expenses, net                                                           571                  584
Equipment expenses                                                                926                  807
Bank franchise tax                                                                307                  296
Other                                                                           1,956                1,887
--------------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                             8,910                8,508
--------------------------------------------------------------------------------------------------------------------
          Income before income taxes                                            5,118                5,437
--------------------------------------------------------------------------------------------------------------------
Income tax expense                                                              1,336                1,531
--------------------------------------------------------------------------------------------------------------------
          Net income                                                          $ 3,782              $ 3,906
--------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
     Basic                                                                    $   .55              $   .55
     Diluted                                                                      .54                  .55
--------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                                      6,901                7,099
     Diluted                                                                    6,961                7,121
--------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
---------------------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                              2002                 2001
---------------------------------------------------------------------------------------------------------------------
NET INCOME                                                           $  3,782            $   3,906

Other comprehensive (loss) income:
     Unrealized holding (loss) gain on available for sale
     securities arising during the period, net of tax
     of ($415) and $510, respectively                                    (770)                 990

Reclassification  adjustment for prior period  unrealized
     gain recognized during current period, net of tax of
     ($218) and ($88), respectively                                      (404)                (171)
---------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income                                      (1,174)                 819
---------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                                 $  2,608            $   4,725
---------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                        2002           2001
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                              $    3,782     $    3,906
     Adjustments to  reconcile  net  income to net cash  provided
          by  operating activities:
          Depreciation and amortization                                             729            877
          Net amortization of investment security premiums and discounts:
                Available for sale                                                  142           (305)
                Held to maturity                                                    (16)             3
          Provision for loan losses                                                 121            223
          Noncash compensation expense                                              166            242
          Mortgage loans originated for sale                                     (8,666)        (5,441)
          Proceeds from sale of mortgage loans                                    7,517          4,324
          Deferred income tax (benefit) expense                                    (256)             9
          Gain on sale of mortgage loans                                            (55)           (32)
          Gain on sale of premises and equipment                                                    (4)
          Gain on sale of available for sale investment securities, net            (597)          (279)
          Decrease in accrued interest receivable                                   597            678
          Decrease (increase) in other assets                                       708           (526)
          Decrease in accrued interest payable                                      (66)           (44)
          Increase in other liabilities                                           1,357          1,564
---------------------------------------------------------------------------------------------------------------------
             Net cash provided by operating activities                            5,463          5,195
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                    156,811        161,715
          Held to maturity                                                        2,873          4,318
     Proceeds from sale of available for sale investment securities             100,438          7,245
     Purchase of available for sale investment securities                      (263,373)      (159,589)
     Loans originated for investment, net of principal collected                 15,937         (9,130)
     Purchase of premises and equipment                                            (391)          (738)
     Proceeds from sale of equipment                                                                 4
---------------------------------------------------------------------------------------------------------------------
             Net cash provided by investing activities                           12,295          3,825
---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net decrease in deposits                                                    (5,910)       (78,583)
     Net (decrease) increase in securities sold under agreements
          to repurchase                                                          (4,358)           160
     Proceeds from long-term debt                                                14,500
     Repayments of long-term debt                                                  (636)        (2,981)
     Net increase (decrease) in other short-term borrowings                       6,700         (1,060)
     Dividends paid                                                              (2,152)        (2,155)
     Purchase of common stock                                                      (891)        (7,297)
     Stock options exercised                                                        392             39
---------------------------------------------------------------------------------------------------------------------
             Net cash provided by (used in) financing activities                  7,645        (91,877)
---------------------------------------------------------------------------------------------------------------------
             Net increase (decrease) in cash and cash equivalents                25,403        (82,857)
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                  106,385        229,871
---------------------------------------------------------------------------------------------------------------------
             Cash and cash equivalents at end of period                      $  131,788     $  147,014
---------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
     Interest                                                                $    6,859     $    9,453
Cash dividend declared and unpaid                                                 2,138          2,144
---------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                                                                Accumulated
                                                                                                        Other             Total
Three months ended                   Common Stock       Capital    Retained    Treasury Stock       Comprehensive     Shareholders'
March 31, 2002 and 2001           Shares     Amount     Surplus    Earnings   Shares     Amount     Income (Loss)        Equity
------------------------------------------------------------------------------------------------------------------------------------
Balance at January 1, 2002       8,058     $1,007     $15,179    $137,227    1,153   $(31,077)        $1,224          $123,560
Net income                                                            3,782                                                3,782
Other comprehensive loss                                                                                (1,174)           (1,174)
Cash dividends declared,
  $.31 per share                                                     (2,138)                                              (2,138)
Purchase of common stock                                                          25       (891)                            (891)
Stock options exercised               16          2         390                                                              392
Noncash compensation expense
  attributed to stock option grants                         166                                                              166
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2002        8,074     $1,009     $15,735    $138,871    1,178   $(31,968)           $50          $123,697
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
  Balance at January 1, 2001       8,032     $1,004     $13,634    $131,021      860   $(20,755)          $557          $125,461
Net income                                                            3,906                                                3,906
Other comprehensive income                                                                                 819               819
Cash dividends declared,
  $.30 per share                                                     (2,144)                                              (2,144)
Purchase of common stock                                                         206     (7,297)                          (7,297)
Stock options exercised                1                     39                                                               39
Noncash compensation expense
  attributed to stock option grants                         242                                                              242
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2001        8,033     $1,004     $13,915    $132,783    1,066   $(28,052)        $1,376          $121,026
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank  Corporation  (the  "Company"),   a  financial  holding  company,  and  its
subsidiaries,  including its principal subsidiary,  Farmers Bank & Capital Trust
Company.  All  significant  intercompany  transactions  and  accounts  have been
eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities as of the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting period.  Estimates used in the preparation of the financial
statements  are based on various  factors  including  the current  interest rate
environment  and the  general  strength  of the local  economy.  Changes  in the
overall  interest rate  environment can  significantly  affect the Company's net
interest  income and the value of its recorded  assets and  liabilities.  Actual
results  could  differ  from  those  estimates  used in the  preparation  of the
financial statements.

The  financial  information  presented as of any date other than December 31 has
been  prepared  from the books  and  records  without  audit.  The  accompanying
consolidated  financial  statements  have been prepared in  accordance  with the
instructions  to Form 10-Q and Rule 10-01 of  Regulation  S-X and do not include
all of the  information  and the  footnotes  required by  accounting  principles
generally accepted in the United States of America for complete  statements.  In
the opinion of  management,  all  adjustments,  consisting  of normal  recurring
adjustments,  necessary for a fair  presentation  of such financial  statements,
have been included.  The results of operations  for the interim  periods are not
necessarily indicative of the results to be expected for the full year.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2001.

2.   RECLASSIFICATIONS

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation. These
reclassifications  do not  affect net  income or total  shareholders'  equity as
previously reported.
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------

         OF OPERATIONS
         -------------

FORWARD-LOOKING STATEMENTS

This report contains  forward-looking  statements  under the Private  Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. Although the
Company believes that the assumptions underlying the forward-looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included  herein will prove to be  accurate.  Factors  that could  cause  actual
results to differ from the results discussed in the  forward-looking  statements
include,  but are not limited to: economic  conditions  (both generally and more
specifically in the markets in which the Company and its subsidiaries  operate);
competition  for the  Company's  customers  from other  providers  of  financial
services; government legislation and regulation (which changes from time to time
and over which the Company has no control);  changes in interest rates; material
unforeseen  changes  in the  liquidity,  results  of  operations,  or  financial
condition of the Company's customers;  and other risks detailed in the Company's
filings with the Securities and Exchange Commission,  all of which are difficult
to predict and many of which are beyond the control of the Company.

RESULTS OF OPERATIONS

                    FIRST QUARTER 2002 VS. FIRST QUARTER 2001
                    -----------------------------------------

The Company reported net income of $3.8 million for the first quarter of 2002, a
decrease of $124  thousand or 3.2%  compared to $3.9 million for the same period
in 2001. Basic net income per share remained  unchanged at $.55 in the quarterly
comparison due to the Company's  share buy-back  program that has been in effect
for several years.  On a diluted per share basis,  net income  decreased $.01 to
$.54 in the quarterly comparison.

The decrease in net income is primarily attributed to a decrease in net interest
margin.  While the cost of funds for the Company has declined in the comparison,
the yield on earning assets has declined to a greater  extent.  Interest  income
totaled  $17.0 million for the first quarter of 2002, a decrease of $3.1 million
or 15.5% compared to the same period in the prior year. Interest expense totaled
$6.8 million, a decrease of $2.6 million or 27.8%. Net interest income fell $481
thousand or 4.5% in the  comparison and totaled $10.2 million at March 31, 2002.
The provision for loan losses  decreased $102 thousand and totaled $121 thousand
for the current quarter. Noninterest income increased $462 thousand or 13.1% due
to a $265 thousand or 17.1% increase in service charges and fees on deposits and
a $318  thousand  increase  in  gains  on the  sale  of  investment  securities.
Noninterest  expense  increased $402 thousand or 4.7%, due to a $216 thousand or
4.4%  increase in salaries  and  employee  benefits and an increase in equipment
expenses of $119 thousand or 14.7%.

The return on average  assets ("ROA") was 1.28% for the first quarter of 2002, a
decrease of 16 basis  points  compared to 1.44%  reported for the same period of
2001.  Significant  components of the 16 basis point decrease in ROA include the
following:  a decrease in net  interest  margin of 45 basis  points to 3.99%;  a
decrease of 12 basis points in noninterest expense relative to average assets; a
five basis point increase in noninterest  income relative to average assets; and
a nine basis point decrease in income taxes relative to average  earning assets.
The return on average equity was 12.35% for the first quarter of 2002,  compared
to 12.78% for the same period of 2001.

NET INTEREST INCOME
-------------------

The interest  rate  environment  has been  extremely  volatile in the  quarterly
comparison,  as general market interest rates have dropped  significantly  since
the first  quarter of 2001.  Actions  taken by the  Federal  Reserve  Board (the
"Fed") to reduce short-term  interest rates by 325 basis points since the end of
the first quarter of 2001 have affected the  Company's net interest  margin,  as
well as the net interest margin of many financial  institutions in the industry.
The effect of the Fed's actions has  generally led to interest  rates on earning
assets declining more rapidly than rates paid on interest  bearing  liabilities.
During a falling rate environment,  the challenge is to reduce the rates paid on
interest bearing liabilities  (primarily  deposits) to offset the decline in the
yield on variable rate assets (primarily  loans) while remaining  competitive in
our markets.  The Company's yield on earning assets for the current three months
was 6.52%,  a reduction of 170 basis points from the same period a year ago. The
cost of funds for the  current  three  months was 2.98%,  a decline of 165 basis
points  compared  to the same  period a year ago.  A goal of the  Company in the
current interest rate environment is to increase earning assets and decrease the
interest  rates paid on interest  bearing  liabilities.  Average  earning assets
increased  $77.2  million or 7.6% in the  quarterly  comparison.  However,  as a
percentage of total average  assets,  earning  assets  declined 107 basis points
from 91.82% to 90.75%.

Interest  income totaled $17.0 million for the first quarter of 2002, a decrease
of $3.1 million or 15.5% compared to the same period in the prior year. Interest
expense totaled $6.8 million,  a decrease of $2.6 million or 27.8%. Net interest
income fell $481 thousand or 4.5% in the comparison and totaled $10.2 million at
March 31, 2002.

Interest and fees on loans  decreased  $2.3 million  mainly due to a decrease in
the average rate earned.  Average loans  increased $5.1 million or 0.75%,  while
the yield  decreased 144 basis points to 7.76%.  Interest on taxable  securities
increased $102 thousand or 3.9% due primarily to a $92.5 million increase in the
average  balance.  The average rate earned on taxable  securities  decreased 210
basis  points to 4.26% and  nearly  offset  the  effect of the  increase  in the
average balance.  Interest on nontaxable  securities  increased $113 thousand or
14.2% due to an $11.4 million increase in the average balance combined with a 10
basis point increase in the average rate earned to 6.61%. Interest on short-term
investments,  including  time deposits in other banks,  federal funds sold,  and
securities purchased under agreements to resell,  decreased $984 thousand, which
is due to a $31.8 million  decrease in the average balance and a 390 basis point
decrease in the average rate earned on these investments.

Interest  expense on deposits  decreased  $2.0 million or 25.2% to $6.0 million.
This  decreased  resulted  from a  general  decline  in the  average  rate  paid
throughout the deposit  portfolio,  which offset increases in average  balances.
The decline in interest  expense on deposits was as follows:  time deposits $830
thousand or 14.7%;  interest bearing demand deposits $507 thousand or 47.6%; and
savings deposits $683 thousand or 52.7%. The average rate paid on time deposits,
the largest  component  of interest  bearing  deposits,  was 4.88% for the first
quarter  of 2002  compared  to 6.08% for the same  period of 2001.  The  average
balance of time deposits  increased $23.9 million or 6.34% to $400 million.  The
average rate paid on interest bearing demand deposits  declined 115 basis points
to 1.05%  while the average  balance  increased  $20.1  million or 10.2% to $216
million. The average rate paid on savings deposits decreased 183 basis points to
1.53% while the average balance  increased $6.5 million or 4.2% to $163 million.
Interest expense on overnight investments,  consisting of federal funds sold and
securities  sold under  agreements to  repurchase,  decreased  $783 thousand due
primarily  to a  409  basis  point  decrease  in  the  average  rate  paid.  The
significant  decrease in the average rate paid  mitigated  the $21.6  million or
24.8% increase in the average balance.  Interest expense on other borrowed funds
increased  $187 thousand in the  comparison as  additional  borrowings  from the
Federal Home Loan Bank increased the average  balance  outstanding.  The average
rate paid on other borrowed funds declined 286 basis points to 3.90%.

The net interest  margin on a tax equivalent  basis decreased 45 basis points to
3.99% during the first quarter of 2002 compared to 4.44% in the first quarter of
2001. The decrease in net interest margin is primarily  attributed to a 40 basis
point decline in the effect of noninterest  bearing sources of funds. The effect
of  noninterest  bearing  sources  of funds  on net  interest  margin  typically
declines in a falling rate  environment.  Also  contributing to the reduction in
net interest  margin is a five basis point  decline in the spread  between rates
earned and paid that totaled 3.54% for the current quarter  compared to 3.59% in
the same quarter a year earlier.

NONINTEREST INCOME
------------------

Noninterest income was $4.0 million for the current quarter, an increase of $462
thousand  or 13.1%  compared  to the first  quarter of the prior  year.  Service
charges and fees on  deposits,  the largest  component  of  noninterest  income,
increased  $265  thousand  or  17.1%.  This  increase  is the  result of the new
overdraft  policy and  related NSF fee  structure  that is now fully in place at
each of the Company's subsidiary banks. Other service charges,  commissions, and
fees  decreased  $28  thousand or 3.0% due  primarily to a decrease in custodial
safekeeping fees from the Commonwealth of Kentucky. Data processing fees were up
2.4% and totaled $336 thousand.  Trust income  decreased $19 thousand or 4.9% to
$367  thousand.  Gains on the sale of  available  for  sale  securities  for the
current quarter were $597 thousand  compared to $279 thousand in the prior year.
Net gains on the sale of mortgage  loans were $55  thousand,  an increase of $23
thousand over the prior year as mortgage  loans  originated  for sale  increased
$3.2 million in the comparison. Other noninterest income decreased $105 thousand
due primarily to losses on foreclosed assets.

NONINTEREST EXPENSE
-------------------

Total  noninterest  expenses  increased  $402  thousand  or 4.7%  from the first
quarter of 2001 and totaled $8.9 million.  Salaries and employee  benefits,  the
largest  component of noninterest  expense,  increased $216 thousand or 4.4% due
primarily  to  normal  salary  increases  and a  slight  increase  in full  time
equivalent  employees from 456 to 460. Occupancy expense,  net of rental income,
decreased $13 thousand and totaled $571 thousand.  Equipment  expense  increased
$119  thousand  or 14.7% due to  increases  in normal  depreciation  expense and
maintenance  contracts.  Other  noninterest  expense,  including  bank franchise
taxes, increased $80 thousand or 3.7% to $2.3 million.

INCOME TAXES
------------

Income tax expense for the first quarter of 2002 was $1.3 million, a decrease of
$195  thousand or 12.7% from the first  quarter of 2001.  The effective tax rate
was 26.1% for the current quarter, a decrease of 206 basis points from 28.2% for
the first  quarter of 2001.  The decrease in the  effective tax rate is due to a
combination  of  factors,   including  the  following:   tax-exempt   investment
securities  averaged  $81.4  million,  an  increase  of 16.3%  in the  quarterly
comparison;  tax-exempt  municipal loans averaged $17.0 million,  an increase of
50.5%;  and taxable  earning  assets  repriced at a faster pace than  tax-exempt
earning assets in the rapidly declining interest rate environment. The result is
less taxable income in proportion to total income even without the growth in the
tax-exempt earning assets.

FINANCIAL CONDITION

Total assets were $1.2 billion on March 31, 2002,  an increase of $11.2  million
or 1.0% from December 31, 2001.  Fluctuations in assets and deposits are typical
due to the relationship between the Company's principal subsidiary, Farmers Bank
& Capital Trust Company and the Commonwealth of Kentucky.  Farmers Bank provides
various  services to state agencies of the  Commonwealth.  As the depository for
the Commonwealth,  these agencies issue checks drawn on Farmers Bank,  including
paychecks and state income tax refunds.  Farmers Bank also processes vouchers of
the WIC  (Women,  Infants  and  Children)  program  for the  Cabinet  for  Human
Resources.  The Bank's investment  department provides services to the Teacher's
Retirement systems.  As the depository for the Commonwealth,  large fluctuations
in deposits are likely to occur on a daily  basis.  On an average  basis,  total
assets  were $1.2  billion for the first  three  months of 2002,  an increase of
$55.8 million or 4.9% from year-end 2001.  Average earning assets were 90.75% of
average  total assets at March 31, 2002, a decrease of 60 basis points  compared
to year-end 2001

LOANS
-----

Loans,  net of  unearned  income,  totaled  $687  million at March 31,  2002,  a
decrease of $15.1 million or 2.1% from year-end  2001.  This  reduction in loans
outstanding  is a result of  decreases  in real estate  loans of $8.8 million or
1.9%, commercial and industrial loans of $5.6 million or 7.2%, installment loans
of $2.5 million or 3.2%, and lease  financing of $1.3 million or 3.1%.  Loans to
states and political  subdivision  increased $3.5 million or 23.7%.  Average net
loans for the  three-month  period  ended  March 31, 2002 were $689  million,  a
decrease of $9.6  million or 1.4%  compared to the  year-end  2001  average.  On
average,  loans  represented  63.3% of earning  assets during the current period
compared to 66.9% for year-end  2001. As loan demand  fluctuates,  the available
funds  are  redirected  between  either  temporary   investments  or  investment
securities.

ALLOWANCE FOR LOAN LOSSES
-------------------------

The allowance for loan losses was $10.3 million at March 31, 2002, a decrease of
$221 thousand from the prior year-end. The allowance for loan losses was 1.5% of
net loans at March 31, 2002 and December 31, 2001. In management's  opinion, the
allowance  for loan  losses is  adequate  to cover  losses  inherent in the loan
portfolio.  The provision for loan losses decreased $102 thousand in the current
three-month  period  compared  to the same  period in 2001.  The Company had net
charge-offs  of $341  thousand in the first three months of 2002 compared to net
charge-offs  of  $62  thousand  in the  same  period  of  2001.  Annualized  net
charge-offs  represented 0.20% of average net loans for the current  three-month
period,  compared to 0.31% at year-end 2001.  Management  continues to emphasize
collection efforts and evaluation of risks within the loan portfolio.

NONPERFORMING ASSETS
--------------------

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate owned,  and other  foreclosed  assets.  Nonperforming  loans  consists of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming  assets totaled $6.1 million at
March 31,  2002,  a decrease of $241  thousand or 3.8% from the prior  year-end.
Nonperforming  loans  totaled  $5.1 million at March 31, 2002 a decrease of $129
thousand or 2.5% compared to year-end 2001.  Nonperforming loans as a percentage
of net loans remained at 0.74% on March 31, 2002 compared to year-end 2001.

Other real estate owned,  which had a balance of $715 thousand at year-end 2001,
decreased to $56 thousand or 7.8% and totaled $659 thousand on March 31, 2002.

TEMPORARY INVESTMENTS
---------------------

Temporary  investments  consist of interest  bearing  deposits with other banks,
federal funds sold,  and  securities  purchased  under  agreements to resell and
totaled  $77.7  million at March 31,  2002,  an increase of $27.3  million  from
year-end 2001. Temporary  investments averaged $57.2 million for the first three
months of 2002, a decrease of $25.6 million from year-end 2001. This decrease is
primarily a result of the  Company's net funding  position and the  relationship
between its principal  subsidiary and the  Commonwealth of Kentucky as described
in preceding sections of this report.  Temporary  investments are reallocated as
loan demand and other investment alternatives present the opportunity.

INVESTMENT SECURITIES
---------------------

Investment securities were $347.5 million on March 31, 2002, an increase of $1.9
million or 0.6% from  year-end  2001.  Available  for sale and held to  maturity
securities were $312.9 and $34.6 million,  respectively.  Investment  securities
averaged  $342.2  million  for the first  quarter of 2002,  an increase of $79.0
million  or 30.0%  from  year-end  2001.  The  increase  in  average  investment
securities is attributable to the Company's  continued efforts to manage its net
interest  margin during a period of  relatively  low market  interest  rates and
correlates  with the increase in borrowed  funds.  The Company had an unrealized
gain on available  for sale  investment  securities of $76 thousand at March 31,
2002 compared to $1.9 million at year-end 2001. The decrease is due primarily to
recognized gains on the sale of available for sale investment  securities during
the  current  quarter of $597  thousand  and  decreases  in the market  value of
securities held in the portfolio at March 31, 2002.

DEPOSITS
--------

Total deposits were $907.6 million at March 31, 2002, a decrease of $5.9 million
or 0.6% from year-end 2001.  Noninterest bearing deposits increased $5.1 million
or 3.8% in the  comparison.  This increase is primarily due to the  relationship
between the Company's  principal  subsidiary and the Commonwealth of Kentucky as
described in preceding sections of this report. On average,  noninterest bearing
deposits  were  $145.8  million  during the current  period,  a decrease of $3.0
million or 2.0%.  Interest  bearing  deposit  balances  decreased  $11.1 million
during the three  months  ended  March 31,  2002 due to  decreases  in  interest
bearing checking accounts of $4.9 million, money market deposit accounts of $5.4
million,  and savings  accounts of $6.0 million.  Time deposits  increased  $5.2
million in the comparison.  On average,  interest  bearing  deposits were $779.2
million in the current period,  an increase of $31.8 million from year-end 2001.
The increase in average  interest  bearing deposits is attributable to increases
in interest  bearing demand deposits of $17.3 million and time deposits of $14.4
million. Total deposits averaged $924.9 million, an increase of $28.8 million or
3.2% from year-end 2001.

BORROWED FUNDS
--------------

Borrowed  funds totaled  $153.7  million at March 31, 2002, an increase of $16.2
million or 11.8% from year-end 2001. Increases in short-term  borrowings of $2.3
million along with an increase in long-term  borrowings of $13.9 million account
for the total increase in borrowed funds.  Securities  sold under  agreements to
repurchase  decreased  $4.4 million or 3.8% due  primarily  to the  relationship
between the Company's  principal  subsidiary and the Commonwealth of Kentucky as
described in  preceding  sections of this report.  Other  short-term  borrowings
increased  $6.7  million  mainly due to an increase  in borrowed  funds from the
Federal  Home Loan  Bank  ("FHLB").  The $13.9  million  increase  in  long-term
borrowings  is  attributed  to  additional  advances  from the FHLB with varying
interest rate terms and maturing within 10 years. Recent FHLB advances have been
used to fund the purchase of  additional  investment  securities  and to aid the
efforts of asset and liability management.  Total borrowed funds averaged $143.8
million, an increase of $26.8 million or 22.9% from year-end 2001.

LIQUIDITY

The Parent Company's primary use of cash consists mainly of dividend payments to
its common  shareholders,  purchases  of its  common  stock,  and other  general
operating  purposes.  Liquidity of the Parent Company  depends  primarily on the
receipt of dividends from its subsidiary banks and cash balances maintained.  As
of March 31, 2002 combined  retained earnings of the subsidiary banks were $65.6
million,  of which $13.8  million was  available for the payment of dividends to
the  Parent  Company  without  obtaining  prior  approval  from bank  regulatory
agencies. As a practical matter,  payment of future dividends is also subject to
the maintenance of other capital ratio requirements.  Management expects that in
the  aggregate,  its  subsidiary  banks will continue to have the ability to pay
dividends in order to provide funds to the Parent  Company  during the remainder
of 2002  sufficient to meet its  liquidity  needs.  The Parent  Company had cash
balances of $12.1 million at March 31, 2002.

The Company's  objective as it relates to liquidity is to insure that subsidiary
banks  have funds  available  to meet  deposit  withdrawals  and credit  demands
without unduly penalizing profitability.  In order to maintain a proper level of
liquidity,  the banks have several  sources of funds available on a daily basis,
which can be used for  liquidity  purposes.  These  sources  of funds  primarily
include the  subsidiary  banks' core  deposits,  consisting of both business and
nonbusiness  deposits;  cash flow  generated by repayment of loan  principal and
interest;  and federal funds purchased and securities  sold under  agreements to
repurchase.  The  terms  of the  recent  FHLB  advances  have  been  taken  into
consideration in relation to the overall funding needs of the Company.

For the longer term, the liquidity position is managed by balancing the maturity
structure of the balance sheet. This process allows for an orderly flow of funds
over an extended  period of time. The Company's  Asset and Liability  Management
Committee  meets  regularly and monitors the composition of the balance sheet to
ensure comprehensive management of interest rate risk and liquidity.

Liquid assets consist of cash and due from banks,  short-term  investments,  and
securities  available for sale. At March 31, 2002,  such assets  totaled  $444.6
million,  an  increase of $30.2  million or 7.3% from  year-end  2001.  Net cash
provided by operating  activities was $5.5 million in the first quarter of 2002,
an increase of $268 thousand or 5.2% compared to the same period last year.  Net
cash provided by investing  activities  was $12.3  million,  an increase of $8.5
million due primarily to the net paydowns in loans  originated  for  investment.
Net cash provided by financing  activities was $7.6 million for the period ended
March 31, 2002. In the same quarter of the prior year, financing activities used
$91.9  million,  a difference  of $99.5  million  relating  primarily to deposit
account activity.

CAPITAL RESOURCES

Shareholders'  equity was $123.7  million on March 31, 2002, an increase of $137
thousand or 0.1% from year-end 2001. The Company purchased 25 thousand shares of
its  outstanding  common stock during the first three months of 2002 for a total
cost of $891 thousand.

The Company  issued 16 thousand  shares of common  stock  during the first three
months pursuant to its nonqualified stock option plan. Dividends of $2.1 million
or $.31 per share  were  declared  during  the first  three  months of 2002,  an
increase  of 3.3% per  share  compared  to the  prior  year.  Accumulated  other
comprehensive  income,  consisting of unrealized  holding gains on available for
sale investment  securities  (net of tax),  decreased $1.2 million from year-end
2001 due to the sale of investment  securities and general market value declines
of securities held at March 31, 2002.

Consistent with the objective of operating a sound financial  organization,  the
Company's goal is to maintain  capital ratios well above the regulatory  minimum
requirements.  The Company's capital ratios as of March 31, 2002, the regulatory
minimums and the regulatory standard for a "well capitalized" institution are as
follows:

                       Farmers Capital         Regulatory            Well
                      Bank Corporation           Minimum         Capitalized
--------------------------------------------------------------------------------
Tier 1 risk based           16.79%                4.00%             6.00%
Total risk based            18.04%                8.00%            10.00%
Leverage                    10.31%                4.00%             5.00%
--------------------------------------------------------------------------------

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the applicable  minimum regulatory capital ratio requirements at March
31, 2002.

EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

Effective  January 1, 2002, the Company adopted Financial  Accounting  Standards
Board ("FASB")  Statement of Financial  Accounting  Standards  ("SFAS") No. 142,
GOODWILL AND OTHER INTANGIBLE ASSETS. SFAS requires that goodwill and intangible
assets  with  indefinite  useful  lives no longer be  amortized,  but instead be
tested for  impairment at least  annually in accordance  with the  provisions of
Statement 142.  Statement 142 also requires that intangible assets with definite
useful lives be amortized over their respective  estimated useful lives to their
estimated  residual  values and reviewed for impairment in accordance  with SFAS
No. 121,  ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF. The adoption of SFAS No. 142 did not have an effect on
the consolidated financial statements of the Company.

Effective January 1, 2002, the Company adopted FASB SFAS No. 144, ACCOUNTING FOR
THE  IMPAIRMENT  OR DISPOSAL OF LONG-LIVED  ASSETS,  which  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
While SFAS No. 144  supersedes  SFAS No. 121,  ACCOUNTING  FOR THE IMPAIRMENT OF
LONG-LIVED  ASSETS AND FOR LONG-LIVED  ASSETS TO BE DISPOSED OF, it retains many
of the fundamental provisions of that Statement.

SFAS No.  144  also  supersedes  the  accounting  and  reporting  provisions  of
Accounting   Principles   Board  Opinion  No.  30,   REPORTING  THE  RESULTS  OF
OPERATIONS--REPORTING  THE EFFECTS OF  DISPOSAL OF A SEGMENT OF A BUSINESS,  AND
EXTRAORDINARY,  UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS,  for
the disposal of a segment of a business.  However, it retains the requirement in
Opinion No. 30 to report  separately  discontinued  operations  and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment,  or in a distribution to owners) or is classified as held for sale.
By  broadening  the  presentation  of  discontinued  operations  to include more
disposal  transactions,  the FASB has enhanced  management's  ability to provide
information  that helps  financial  statement  users to assess the  effects of a
disposal  transaction  on the ongoing  operations of an entity.  The adoption of
SFAS No. 144 did not have an effect on the consolidated  financial statements of
the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

The Company uses a simulation  model as a tool to monitor and evaluate  interest
rate risk  exposure.  The model is designed to measure  the  sensitivity  of net
interest  income and net income to  changing  interest  rates over  future  time
periods.  Forecasting  net  interest  income and its  sensitivity  to changes in
interest  rates  requires the Company to make  assumptions  about the volume and
characteristics  of  many  attributes,  including  assumptions  relating  to the
replacement  of  maturing  earning  assets and  liabilities.  Other  assumptions
include,  but are not limited to, projected  prepayments,  projected new volume,
and the predicted  relationship  between  changes in market  interest  rates and
changes in  customer  account  balances.  These  effects are  combined  with the
Company's  estimate of the most likely rate environment to produce a forecast of
net interest income and net income. The forecasted results are then adjusted for
the effect of a gradual  increase and decrease in market  interest  rates on the
Company's net interest income and net income. Because assumptions are inherently
uncertain, the model cannot precisely estimate net interest income or net income
or the effect of interest  rate changes on net  interest  income and net income.
Actual results could differ significantly from simulated results.

At March 31, 2002, the model indicated that if rates were to gradually  increase
by 150 basis points during the calendar year,  then net interest  income and net
income would increase 0.54% and 1.12%, respectively for the year ending December
31, 2002. The model  indicated  that if rates were to gradually  decrease by 150
basis points over the same period, then net interest income and net income would
decrease 2.06% and 4.68%, respectively.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
--------------------------

As of March 31, 2002, there had been no material changes to the cases previously
reported, and no new significant cases have emerged.

There were various  other  pending  legal  actions and  proceedings  against the
Company  arising  from the normal  course of  business  and in which  claims for
damages are asserted.  Management, after discussion with legal counsel, believes
that these actions are without merit and that the ultimate  liability  resulting
from these  legal  actions  and  proceedings,  if any,  will not have a material
adverse effect upon the consolidated financial statements of the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)       List of Exhibits
         ----------------

         11    Statement re computation of per share earnings

b)       Reports on Form 8-K
         -------------------

         On March 13, 2002, the Registrant  filed a report on Form 8-K regarding
         the  March 8,  2002  death of  Charles  S.  Boyd,  President  and Chief
         Executive  Officer of the  Registrant.  On March 11, 2002, the Board of
         Directors of the Registrant elected G. Anthony Busseni as the permanent
         President and Chief  Executive  Officer to replace Mr. Boyd,  effective
         immediately.  There were no financial  statements  filed with this Form
         8-K.
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.

Date:   May 9, 2002               /s/ G. Anthony Busseni
      --------------------       -----------------------------------------------
                                 G. Anthony Busseni,
                                 President and CEO (Principal Executive Officer)

Date:    5-9-02                   /s/ C Douglas Carpenter
      --------------------       -----------------------------------------------
                                 Cecil Douglas Carpenter,
                                 Vice President, Secretary, and CFO
                                 (Principal Financial and Accounting Officer)
Exhibit 11

                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                 ----------------------------------------------

--------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                        2002               2001
--------------------------------------------------------------------------------

Net income, basic and diluted                    $ 3,782            $ 3,906
--------------------------------------------------------------------------------
Average shares outstanding                         6,901              7,099
Effect of dilutive stock options                      60                 22
--------------------------------------------------------------------------------
Average diluted shares outstanding                 6,961              7,121
--------------------------------------------------------------------------------

Net income per share, basic                      $   .55            $   .55
Net income per share, diluted                        .54                .55
--------------------------------------------------------------------------------