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 September 30, 2000

                                       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
                7,184,176 shares outstanding at November 1, 2000

<PAGE>
<TABLE>
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                                TABLE OF CONTENTS

Part I - Financial Information                                                                      Page No.
------------------------------                                                                      --------
<S>                                                                                                  <C>
Item 1 - Financial Statements

     Unaudited Consolidated Balance Sheets -
          September 30, 2000 and December 31, 1999                                                    3

     Unaudited Consolidated Statements of Income -
          For the Three Months and Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   4

     Unaudited Consolidated Statements of Comprehensive Income -
          For the Three Months and Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   5

     Unaudited Consolidated Statements of Cash Flows -
          For the Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   6

     Unaudited Consolidated Statements of Changes in Shareholders' Equity -
          For the Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   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
<TABLE>
<CAPTION>

Item 1. Financial Statements

UNAUDITED CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------------------
                                                         September 30,    December 31,
(In thousands, except share data)                            2000             1999
----------------------------------------------------------------------------------------
<S>                                                          <C>            <C>

ASSETS
Cash and cash equivalents:
     Cash and due from banks                                 $87,763        $82,862
     Interest bearing deposits in other banks                  1,628         11,594
     Federal funds sold and securities purchased
          under agreements to resell                          51,875         40,904
----------------------------------------------------------------------------------------
          Total cash and cash equivalents                    141,266        135,360
----------------------------------------------------------------------------------------
Investment securities:
     Available for sale                                      158,647        167,944
     Held to maturity                                         54,912         61,896
----------------------------------------------------------------------------------------
          Total investment securities                        213,559        229,840
----------------------------------------------------------------------------------------
Loans, net of unearned income                                678,551        643,190
Allowance for loan losses                                    (10,177)        (9,659)
----------------------------------------------------------------------------------------
          Loans, net                                         668,374        633,531
----------------------------------------------------------------------------------------
Premises and equipment, net                                   25,071         24,409
Other assets                                                  17,553         16,647
----------------------------------------------------------------------------------------
          Total assets                                    $1,065,823     $1,039,787
----------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                    $163,208       $176,315
     Interest bearing                                        681,538        685,905
----------------------------------------------------------------------------------------
          Total deposits                                     844,746        862,220
----------------------------------------------------------------------------------------
Securities sold under agreements to repurchase                76,987         41,200
Other borrowed funds                                          11,744          4,439
Dividends payable                                              2,102          2,162
Other liabilities                                              6,840          4,660
----------------------------------------------------------------------------------------
          Total liabilities                                  942,419        914,681
----------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 7,210,376 and 7,437,792
     shares issued and outstanding at September 30, 2000
     and December 31, 1999, respectively                       1,004          1,002
Capital surplus                                               13,365         12,370
Retained earnings                                            129,533        125,173
Treasury stock                                               (19,357)       (11,498)
     820,021 and 581,586 shares at cost at
     September 30, 2000 and December 31, 1999,
     respectively
Accumulated other comprehensive loss                          (1,141)        (1,941)
---------------------------------------------------------------------------------------
          Total shareholders' equity                         123,404        125,106
---------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity      $1,065,823     $1,039,787
---------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>


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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------------------------------------------------------------------------------
                                                              Three Months Ended              Nine Months Ended
                                                                 September 30,                  September 30,
(In thousands, except per share data)                        2000            1999            2000           1999
-------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>            <C>             <C>
INTEREST INCOME
Interest and fees on loans                                $15,519           $13,748        $44,901         $40,398
Interest on investment securities:
    Taxable                                                 2,140             2,363          6,521           7,018
    Nontaxable                                                859               944          2,620           2,863
Interest on deposits in other banks                           (38)               19             (3)             56
Interest on federal funds sold and securities
    purchased under agreements to resell                      666               275          1,514           1,136
-------------------------------------------------------------------------------------------------------------------
       Total interest income                               19,146            17,349         55,553          51,471
-------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                        7,371             6,170         20,988          18,757
Interest on other borrowed funds                              999               528          2,252           1,488
-------------------------------------------------------------------------------------------------------------------
       Total interest expense                               8,370             6,698         23,240          20,245
-------------------------------------------------------------------------------------------------------------------
    Net interest income                                    10,776            10,651         32,313          31,226
-------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                     460               506          1,887           1,141
-------------------------------------------------------------------------------------------------------------------
    Net interest income after provision for loan losses    10,316            10,145         30,426          30,085
-------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                        1,316             1,333          3,884           3,883
Other service charges, commissions, and fees                1,038               832          3,174           2,679
Data processing income                                        340               350          1,016           1,064
Trust income                                                  406               327          1,225             973
Investment securities gains                                                                                     49
Gain (loss) on sale of loans                                   13                               28             (49)
Other                                                          33                74            151             231
-------------------------------------------------------------------------------------------------------------------
       Total noninterest income                             3,146             2,916          9,478           8,830
-------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                              4,547             4,393         14,053          13,311
Occupancy expenses, net                                       546               548          1,655           1,659
Equipment expenses                                            708               747          2,060           2,206
Bank franchise tax                                            289               283            863             809
Other                                                       2,063             1,901          6,311           6,026
-------------------------------------------------------------------------------------------------------------------
       Total noninterest expense                            8,153             7,872         24,942          24,011
-------------------------------------------------------------------------------------------------------------------
       Income before income taxes                           5,309             5,189         14,962          14,904
-------------------------------------------------------------------------------------------------------------------
Income tax expense                                          1,522             1,421          4,225           3,965
-------------------------------------------------------------------------------------------------------------------
Net income                                                 $3,787            $3,768        $10,737         $10,939
-------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
    Basic and diluted                                        $.52              $.50          $1.46           $1.46
-------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                   7,263             7,458          7,343           7,487
    Diluted                                                 7,279             7,475          7,346           7,487
-------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statement
</TABLE>


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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
---------------------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended              Nine Months Ended
                                                                    September 30,                  September 30,
(In Thousands)                                                  2000            1999            2000           1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>            <C>            <C>
Net Income                                                    $3,787          $3,768         $10,737        $10,939
Other comprehensive income (loss):
    Unrealized holding gain (loss) on available for sale
    securities arising during the period, net of tax
    of $617, $53, $412, and $(842), respectively               1,198             103             800         (1,634)
Reclassification adjustment for prior period
    unrealized gain recognized during current period,
    net of tax of $(37) in 1999.                                                                                (71)
---------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss)                              1,198             103             800         (1,705)
---------------------------------------------------------------------------------------------------------------------
Comprehensive income                                          $4,985          $3,871         $11,537         $9,234
---------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>


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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------
Nine months ended September 30, (In thousands)                                2000             1999
-----------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>
Cash flows from operating activities:
    Net income                                                              $10,737          $10,939
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                          1,961            2,199
       Net amortization of investment security
          premiums and discounts:
             Available for sale                                                (364)            (111)
             Held to maturity                                                    (8)              20
       Provision for loan losses                                              1,887            1,141
       Noncash compensation expense                                             726              805
       Mortgage loans originated for sale                                    (8,069)          (9,534)
       Proceeds from sale of mortgage loans                                   7,700           12,073
       Deferred income tax expense                                               61              163
       (Gain) loss on sale of mortgage loans                                    (28)              49
       Gain on sale of available for sale investment securities                                  (49)
       Gain on sale of fixed assets                                              (4)              (7)
       Increase in accrued interest receivable                                 (775)            (885)
       (Increase) decrease in other assets                                     (551)             451
       Increase (decrease) in accrued interest payable                          486              (96)
       Increase in other liabilities                                          1,268               80
-----------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                                15,027           17,238
-----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from maturities and calls of investment securities:
       Available for sale                                                   110,413          112,509
       Held to maturity                                                       6,992            7,377
    Proceeds from sale of available for sale investment securities                            13,397
    Purchase of investment securities
       Available for sale                                                   (99,540)        (111,015)
    Loans originated for investment, net of principal collected             (36,333)         (30,241)
    Purchases of premises and equipment                                      (2,273)          (1,997)
    Proceeds from sale of equipment                                              26              215
------------------------------------------------------------------------------------------------------
    Net cash used in investing activities                                   (20,715)          (9,755)
------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net decrease in deposits                                                (17,473)          (3,821)
    Net increase in other borrowed funds                                     43,092           11,177
    Dividends paid                                                           (6,437)          (6,312)
    Purchase of common stock                                                 (7,859)          (2,322)
    Stock options exercised                                                     271              133
------------------------------------------------------------------------------------------------------
    Net cash provided by (used in) financing activities                      11,594           (1,145)
------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                     5,906            6,338
------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                              135,360           91,834
------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                 $141,266          $98,172
------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
    Interest                                                                $22,753          $20,341
    Income taxes                                                              4,150            4,325
Cash dividend declared and unpaid                                             2,102            2,089
------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       Accumulated
(In thousands, except per share data)                                                                     Other           Total
Nine months ended September 30, 2000            Common Stock       Capital     Retained    Treasury   Comprehensive    Shareholders'
and 1999                                      Shares    Amount     Surplus     Earnings     Stock     (Loss) Income      Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>        <C>         <C>        <C>            <C>            <C>
Balance at December 31, 1999                  7,438     $1,002     $12,370     $125,173   $(11,498)      $(1,941)       $125,106
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                       10,737                                   10,737
Other comprehensive income                                                                                   800             800
Cash dividends declared, $.87 per share                                          (6,377)                                  (6,377)
Purchase of common stock                       (238)                                        (7,859)                       (7,859)
Stock options exercised, including
     related tax benefits                        11          2         269                                                   271
Effect of noncash compensation
     attributed to stock options grant                                 726                                                   726
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2000                 7,211     $1,004     $13,365     $129,533   $(19,357)      $(1,141)       $123,404
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                  7,520     $1,001     $11,097     $119,692    $(8,320)         $369        $123,839
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                       10,939                                   10,939
Other comprehensive loss                                                                                  (1,705)         (1,705)
Cash dividends declared, $.84 per share                                          (6,288)                                  (6,288)
Purchase of common stock                        (64)                                        (2,322)                       (2,322)
Stock options exercised, including
     related tax benefits                         5          1         132                                                   133
Effect of noncash compensation
     attributed to stock options grant                                 805                                                   805
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1999                 7,461     $1,002     $12,034     $124,343   $(10,642)      $(1,336)       $125,401
------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank Corporation (the "Company"),  a bank 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 generally  accepted
accounting principles 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  generally  accepted
accounting principles 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, 1999.

2.   Reclassifications

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation.

3.   Pending Legal Actions

On April 7, 2000, the Company was assessed  $99,875 in compensatory  damages and
$600,000 in punitive damages as a result of the jury's verdict in the SCHILLING,
ET AL. V. FARMERS BANK & CAPITAL  TRUST  COMPANY  case.  The Company has filed a
motion for a judgment  notwithstanding  the verdict or in the  alternative for a
new trial and is awaiting the judge's final ruling. Management, after discussion
with legal  counsel,  believes  it is more than remote but less than likely they
will receive an  unfavorable  ruling.  Accordingly,  no expense has been accrued
related  to the  jury's  verdict.  The  loss,  if any,  from  this  case will be
recognized  on the date of the judge's final ruling.  See Legal  Proceedings  in
Part II of this Form 10-Q.

As  of  September  30,  2000  there  were  various  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  these  actions  are  without  merit and 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.


<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

                    Third Quarter 2000 vs. Third Quarter 1999
                    -----------------------------------------
The Company  reported net income of $3,787,000 or $.52 per diluted share for the
third  quarter of 2000  compared to net income of $3,768,000 or $.50 per diluted
share for the third  quarter of 1999.  Net interest  income for the three months
increased $125 thousand or 1.2%.  Non-interest income increased $170 thousand or
5.7%, and non-interest expense increased $221 thousand or 2.8%.

Return on average  assets was 1.48% for the third  quarter of 2000  compared  to
1.52% reported for the same period of 1999.  Return on average equity was 12.18%
for the third quarter of 2000, compared to 12.06% in the same period of 1999.

Net Interest Income
-------------------
Net interest  income  totaled  $10.8  million for the third  quarter of 2000, an
increase of $125 thousand or 1.2% over the third quarter of 1999. Total interest
income was $19.1  million  for the third  quarter of 2000,  an  increase of $1.8
million or 10.4%.  Total  interest  expense  was $8.3  million  for the  current
quarter,  an  increase of $1.7  million or 25.0%  compared to the same period in
1999.  Average  interest bearing  liabilities  increased $35.2 million while the
rate paid increased 71 basis points to 4.47%.

Interest and fees on loans  increased  $1.8 million mainly due to an increase in
volume. Average loans increased $52.8 million, or 8.5% while the yield increased
35 basis points to 9.21%. Interest on taxable securities decreased $223 thousand
or 9.4%  mainly due to a $26.5  million  decrease in the  average  balance.  The
decrease  in the  average  balance  was  partially  offset  by a 49 basis  point
increase in the average rate earned on these securities.  Interest on nontaxable
securities  decreased  $85  thousand  or 9.0% due to a decrease  in the  average
balance.  Interest on short-term  investments increased $334 thousand,  which is
primarily due to a $16.1 million increase in the average balance.

The net interest margin on a tax equivalent  basis decreased to 4.84% during the
third quarter of 2000 compared to 4.99% in the third quarter of 1999. The spread
between  rates  earned and paid was 3.98% for the  current  quarter  compared to
4.23% in the same period last year.  The  decrease is the result of the 71 basis
point increase in the average rate paid on interest  bearing  liabilities  while
the yield earned on interest earning assets only increased 46 basis points.

Noninterest Income
------------------
Noninterest income was $3.1 million for the current quarter, up $230 thousand or
7.9%  compared to the prior year.  Service  charges  and fees on  deposits,  the
largest component of noninterest income,  remained relatively  unchanged at $1.3
million. Other service charges,  commissions, and fees were up $206 thousand and
totaled $1.0 million. Trust fees increased $79 thousand to $406 thousand.  Other
noninterest income decreased $41 thousand.

Noninterest Expense
-------------------
Total  noninterest  expenses  increased  $281  thousand  or 3.6%  from the third
quarter of 1999 to $8.2  million.  Salaries and employee  benefits,  the largest
component of noninterest  expense,  increased  $154 thousand or 3.5%.  Occupancy
expense,  net of rental  income,  was  relatively  unchanged  at $546  thousand.
Equipment  expense  decreased  $39  thousand  or 5.2%.  Bank  franchise  tax was
relatively unchanged at $289 thousand.  Other noninterest expense increased $162
thousand or 8.5% to $2.1 million.

Income Taxes
------------
Income tax expense for the third quarter of 2000 was $1.5  million,  an increase
of $101 thousand or 7.1% from the third quarter of 1999.  The effective tax rate
was 28.7% for the current quarter, an increase from 27.4% from the third quarter
of  1999.  The  increase  in the  effective  tax  rate is due to a  decrease  in
tax-exempt income from both municipal loans and municipal securities.

             First Nine Months of 2000 vs. First Nine Months of 1999
             -------------------------------------------------------
Net  income for the nine  months  ended  September  30,  2000 was $10.7  million
compared  to $10.9  million  for the same  period in 1999,  a  decrease  of $202
thousand or 1.8%.  Diluted  net income per share  remained  unchanged  at $1.46.
Fueled by loan growth,  net interest  income for the nine months  increased $1.1
million or 3.5%, but was offset by a $746 thousand increase in the provision for
loan losses and an increase in noninterest expense of $578 thousand.

Return on average assets was 1.42% for the nine months ended September 30, 2000,
a decrease of 6 basis  points  from the same  period in 1999.  Return on average
equity was 11.55%, a decrease from 11.79% for the first nine months of 1999.

Net Interest Income
-------------------
Net interest  income  totaled $32.3 million for the nine months ended  September
30,  2000,  an increase of $1.1  million or 3.5%  compared to the same period in
1999.  Total interest income was $55.6 million  compared to $51.5 million a year
ago. Total interest expense increased $3.0 million to a total of $23.2 million.

Interest  and fees on loans  increased  $4.5  million or 11.1%.  The increase is
attributed to an increase in average loans of $53.0  million,  or 8.7%,  and the
increase  in the  yield  of 18  basis  points  to  9.09%.  Interest  on  taxable
securities  decreased $497 thousand as volume declined,  but the yield increased
68 basis  points to 6.33%.  Interest on  nontaxable  securities  decreased  $243
thousand or 8.5% almost entirely on volume.  Interest on short-term  investments
increased  $319 thousand or 26.8%,  which is primarily due to an increase of 136
basis points in the average rate earned.

Interest expense on deposits  increased $2.2 million or 11.9%.  Interest expense
on other  borrowed  funds  increased  $764  thousand.  The  increase of interest
expense on deposits  was mainly the result of an increase of 41 basis  points in
the average rate paid. The increase of interest  expense on other borrowed funds
was primarily the result of an increase in the average balance of $11.0 million.

Net  interest  margin on a tax  equivalent  basis  increased to 4.95% during the
first nine months of 2000  compared  to 4.91% for the same  period of 1999.  The
spread  between  rates  earned and paid was down 4 basis  points to 4.12% in the
nine-month comparison.

Noninterest Income
------------------
Noninterest  income  was $9.5  million  for the first  nine  months of 2000,  an
increase of $648 thousand or 7.3%  compared to the same period in 1999.  Service
charges and fees on deposits  remained  relatively  unchanged  at $3.9  million.
Other service charges,  commissions,  and fees increased $495 thousand or 18.5%.
Data processing  fees decreased $48 thousand or 4.5%.  Trust fees increased $252
thousand to a total of $1.2  million.  Gains on the sale of  available  for sale
investment  securities  were $49  thousand  in the  prior  year with none in the
current year. The gain on sale of loans increased $77 thousand.

Noninterest Expense
-------------------
Noninterest  expense was $25.0  million  for the first nine  months of 2000,  an
increase of $931 thousand or 3.9% compared to the same period in 1999.  Salaries
and employee benefits,  the largest component of noninterest expense,  increased
$742 thousand or 5.6%. Occupancy expense, net of rental income, was unchanged at
$1.7 million.  Equipment expense decreased $146 thousand or 6.6%. Bank franchise
tax expense increased $54 thousand or 6.7%. Other noninterest  expense increased
$285 thousand or 4.7% to $6.3 million.

Income Taxes
------------
Income  tax  expense  for the first  nine  months of 2000 was $4.2  million,  an
increase of $260 thousand compared to the same period in 1999. The effective tax
rate was 28.2% for the first  nine  months of 2000,  up from  26.6% in the prior
year.  The increase in the effective tax rate is due to a decrease in tax-exempt
income from both municipal loans and municipal securities.

FINANCIAL CONDITION

Total assets were $1.1 billion on September 30, 2000, an increase of $26 million
or 2.5% from December 31, 1999.  Fluctuations in assets and deposits are typical
due to the relationship between the Company's principal subsidiary, Farmers Bank
& Capital  Trust Co. 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 $1.0  billion for the first nine months of 2000,  an increase of $18
million or 1.8% from year-end 1999.

Loans
-----
Loans,  net of unearned  income,  totaled $679 million at September 30, 2000, an
increase  of $35.4  million  or 5.5%  from  year-end  1999.  On  average,  loans
represented 72.9% of earning assets compared to 69.1% for year-end 1999. 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 $10.2  million at  September  30,  2000,  an
increase of $518 thousand from the prior year end. The allowance for loan losses
was 1.5% of net loans at  September  30,  2000.  In  management's  opinion,  the
allowance  for loan  losses is  adequate  to cover  losses  inherent in the loan
portfolio.  The provision for loan losses increased $746 thousand in the current
period  compared to the same period in 1999. The Company had net  charge-offs of
$1.4  million in the first nine months of 2000  compared to net  charge-offs  of
$714  thousand in the same period of 1999. A  significant  percentage of the net
charge-offs has been confined to a relatively small number of loans.  Management
continues to emphasize  collection  efforts and  evaluation  of risks within the
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 in still accruing.  Nonperforming  assets totaled $4.4 million at
September 30, 2000, a decrease of $1.3 million or 23.3% from the prior year-end.
Nonperforming  assets to total equity  decreased  from 4.6% at year-end  1999 to
3.5% at  September  30,  2000.  Nonperforming  loans  totaled  $3.4  million  at
September  30, 2000,  a decrease of $1.5  million or 30.1%  compared to year-end
1999.  Nonperforming  loans as a percentage of net loans  decreased from .76% at
year-end to .50% at September 30, 2000.

Other real estate owned,  which had a balance of $735 thousand at year-end 1999,
increased to $765 thousand as of September 30, 2000.

Temporary Investments
---------------------
Time deposits  with banks,  federal funds sold and  securities  purchased  under
agreements to resell averaged $32.9 million, an increase of $2.0 million or 6.3%
from  year end  1999.  Temporary  investments  are  reallocated  as loan  demand
presents the opportunity.

Investment Securities
---------------------
Investment  securities  were $214 million on  September  30, 2000, a decrease of
$16.3  million  or 7.1%  from  year-end  1999.  Available  for  sale and held to
maturity  securities  were  $159  and  $55  million,  respectively.   Investment
securities  averaged  $214 million for the first nine months of 2000, a decrease
of $31.9 million or 12.9% from year end 1999. The Company had an unrealized loss
on available for sale  investment  securities  of $1.1  million,  net of tax, at
September 30, 2000 compared to $1.9 million at year end 1999.

Deposits
--------
Total  deposits  were $845  million at  September  30, 2000, a decrease of $17.5
million or 2.0% from year-end 1999. Noninterest bearing deposits decreased $13.1
million in the  comparison.  This decrease 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 $145.0  million  during the current  period,  an increase of $4.4
million or 3.1%.  Interest  bearing  deposits  decreased $4.4 million during the
nine months ended  September  30, 2000  compared to year-end  1999.  On average,
interest bearing  deposits were $680 million in the current period,  an increase
of $5.8 million from year end 1999.  Total  deposits  averaged $825 million,  an
increase of $10.2 million or 1.2% from year-end 1999.

Borrowed Funds
--------------
Borrowed funds totaled $88.7 million at September 30, 2000, an increase of $43.1
million from year-end 1999.  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.  Total  borrowed funds averaged
$52.4 million, an increase of $7.0 million or 15.5% from year-end 1999.

LIQUIDITY

The  liquidity  of the Parent  Company is  primarily  affected by the receipt of
dividends  from  its  subsidiary  banks  and  cash  balances  maintained.  As of
September 30, 2000 combined retained earnings of the subsidiary banks were $51.8
million,  of which $14.7  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
dividend  adequate funds to the Parent Company during the remainder of 2000. The
Parent Company had cash balances of $25.5 million at September 30, 2000.

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.

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.

Liquid assets consist of cash and due from banks,  short-term  investments,  and
securities  available for sale. At September 30, 2000,  such assets totaled $300
million,  a decrease of $3 million  from  year-end  1999.  Net cash  provided by
operating  activities  decreased $2.2 million in the nine months ended September
30,  2000  compared  to the same period  last year.  The  decrease is  primarily
attributed to the decrease in the proceeds from the sale of mortgage loans.  Net
cash used in  investing  activities  was $20.7  million,  an  increase  of $11.0
million.  Net cash  provided by financing  activities  was $11.6 million for the
period  ended  September  30,  2000  compared  to net  cash  used  in  financing
activities  of $1.1  million in the prior year  comparison.  The increase in net
cash provided by financing  activities is due primarily to the increase in other
borrowed funds.

CAPITAL RESOURCES

Shareholders'  equity was $123 million on September 30, 2000,  down $1.7 million
from year-end 1999. The Company purchased 238 thousand shares of its outstanding
common  stock  during  the first  nine  months of 2000 for a total  cost of $7.9
million.  The Company issued 11,019 shares of common stock during the first nine
months pursuant to its nonqualified stock option plan. Dividends of $6.4 million
or $.87 per share  were  declared  during  the  first  nine  months of 2000,  an
increase of 3.6% per share compared to the prior year.  The Company's  available
for sale  investment  securities  portfolio  had net  unrealized  losses of $1.1
million at September 30, 2000,  down from a net unrealized  loss of $1.9 million
at year-end.

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  September  30,  2000,  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               17.46%                 4.00%            6.00%

Total risk based                18.72%                 8.00%           10.00%

Leverage                        12.19%                 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
September 30, 2000.

EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133", which delays the effective date of SFAS 133 until January 1,
2001; however,  early adoption is permitted.  In June 2000, the FASB issued SFAS
No. 138, "Accounting  for Certain  Derivative  Instruments  and Certain  Hedging
Activities", which  provides  guidance  with  respect to certain  implementation
issues related to SFAS No. 133. On adoption, the provisions of SFAS No. 133 must
be  applied  prospectively.  The  Company  will adopt SFAS No. 133 on January 1,
2001.  Because the Company  currently has no derivative  instruments  or hedging
activities, the Company believes the effect of adoption will not have a material
impact on the  consolidated  financial  statements.  Any derivative  instruments
acquired or hedging  activities  entered into will be recorded in the  financial
statements as required by SFAS No. 133 and SFAS No. 138.

In September  2000,  the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial  Assets and  Extinguishment of Liabilities" that replaces
SFAS No. 125. This Statement  provides  consistent  standards for distinguishing
transfers of financial  assets that are sales,  from  transfers that are secured
borrowings.  The  standards  are  based  on the  consistent  application  of the
financial components approach, where upon after a transfer, an entity recognizes
the  financial  and  servicing  assets it controls  and the  liabilities  it has
incurred, and derecognizes financial liabilities when extinguished.

This Statement is effective for transfers and servicing of financial  assets and
extinguishments of liabilities occurring after March 31, 2001. This Statement is
effective for recognition and reclassification of collateral and for disclosures
relating to  securitization  transactions and collateral for fiscal years ending
after December 15, 2000.

A transfer of financial  assets in which the  transferor  surrenders  control is
accounted for as a sale to the extent that  consideration  other than beneficial
interests  in the  transferred  assets is received in exchange.  This  Statement
requires that liabilities and derivatives  transferred be initially  measured at
fair value, if practicable.  Servicing assets and other retained interest in the
transferred assets are to be measured by allocating the previous carrying amount
between the assets and retained  interest  sold, if any, based on their relative
fair values on the date of the transfer.

This Statement  requires that servicing  assets and  liabilities be subsequently
measured by  amortization  in proportion to and over the period of estimated net
servicing  income or loss,  and  assessment  for asset  impairment  or increased
obligation based on their fair values.

This Statement  requires that a liability be derecognized if the debtor pays the
creditor and is relieved of its obligation  for the liability,  or the debtor is
legally  released  from being the primary  obligor  under the  liability  either
judicially or by the creditor.

The  Company  does not expect the  implementation  of this  Statement  to have a
material effect on the consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
There have been no material  changes in the Company's  market risk from December
31, 1999.  For  information  regarding the Company's  market risk,  refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------
In  September  1992,  Farmers Bank (the "Bank") was named as a defendant in Case
No. 92CI05734 in Jefferson Circuit Court, Louisville, Kentucky, in a case styled
SCHILLING,  ET AL. V. FARMERS BANK & CAPITAL TRUST COMPANY. The named plaintiffs
purported to represent a class  consisting  of all present and former  owners of
the County of Jefferson,  Kentucky, Nursing Home Refunding Revenue Bonds (Filson
Care Home Project) Series 1986A and County of Jefferson,  Kentucky, Nursing Home
Improvement  Revenue Bonds (Filson Care Home Project) Series 1986B (collectively
"the Bonds").  The plaintiffs  alleged that the class had been damaged through a
reduction in the value of the Bonds and a loss of interest on the Bonds  because
of the  actions  of the  Bank  in its  capacity  as  indenture  trustee  for the
Bondholders. The plaintiffs demanded compensatory and punitive damages.

On July 6, 1993, the Court denied the plaintiffs'  motion to certify the case as
a class action.  Subsequently,  the plaintiffs  amended their  complaint to join
additional  Bondholders as plaintiffs.  The plaintiffs  claimed to hold Bonds in
the aggregate  principal  amount of $480,000.  Before trial, the Court dismissed
thirty-nine of the  plaintiffs  because they were unable or unwilling to present
testimony to support their claims.

The case was tried to a jury  beginning  on March 28, 2000 on the claims of four
plaintiffs holding Bonds in the aggregate principal amount of $80,000. The Court
granted a directed  verdict in favor of the Bank on the  plaintiffs'  claim that
the Bank had  engaged in  commercial  bribery  and that the legal fees that were
paid by the Bank should be disgorged  because of an alleged conflict of interest
of the Bank's  counsel.  The jury found for the plaintiffs on the claim that the
Bank had  breached  its  fiduciary  duty and awarded the  plaintiffs  $99,875 in
compensatory damages and $600,000 in punitive damages.

The Bank has filed a motion for judgment  notwithstanding the verdict or, in the
alternative,  for a new trial,  asserting  that the jury's verdict that the Bank
breached its fiduciary duty was not supported by sufficient  evidence,  that the
jury's award of damages was  speculative  and was not supported by the evidence,
and that the jury's award of punitive  damages was not  supported by  sufficient
evidence.  The Bank has also asserted  that a new trial is warranted  because of
the erroneous admission of evidence concerning legal fees paid by the Bank.

Plaintiffs filed appeals  contending that the denial of class  certification was
erroneous,  that the individual  plaintiffs  should not have been dismissed from
the  lawsuit,  that  certain  evidence was  erroneously  excluded,  and that the
directed  verdict  regarding the  disgorgement  of legal fees and the commercial
bribery  claims was  erroneous.  On August 1, 2000 the Kentucky Court of Appeals
dismissed the appeals as having been prematurely filed.

Farmers  Bank  intends to  vigorously  pursue its  pending  motion for  judgment
notwithstanding the verdict or, in the alternative,  for a new trial, or, in the
event the trial court denies the motion, to appeal the trial court's judgment to
the  Kentucky  Court  of  Appeals.  It is not  possible  at  this  stage  of the
proceedings to make any prediction as to the outcome.

As of September  30, 2000,  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

         27    Financial data schedule (for SEC use only)

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

         None.

<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:   11/9/00               /s/ Charles Scott Boyd
      -----------          -----------------------------------------------------
                           Charles Scott Boyd,
                           President and CEO (Principal Executive Officer)


Date:   11/9/00              /s/ Cecil Douglas Carpenter
      -----------          -----------------------------------------------------
                           Cecil Douglas Carpenter,
                           Vice President and CFO (Principal Financial
                           and Accounting Officer)

<PAGE>
<TABLE>
<CAPTION>

                                   Exhibit 11
                 Statement re computation of per share earnings
------------------------------------------------------------------------------------------------------
                                                  Three Months Ended             Nine Months Ended
                                                     September 30,                  September 30,
(In thousands, except per share data)             2000           1999            2000           1999
------------------------------------------------------------------------------------------------------
<S>                                             <C>            <C>            <C>            <C>
Net income, basic and diluted                   $3,787         $3,768         $10,737        $10,939
------------------------------------------------------------------------------------------------------
Average shares outstanding                       7,263          7,458           7,343          7,487
Effect of dilutive stock options                    16             17               3
------------------------------------------------------------------------------------------------------
Average diluted shares outstanding               7,279          7,475           7,346          7,487
------------------------------------------------------------------------------------------------------
Net income per share, basic                       $.52           $.50           $1.46          $1.46
Net income per share, diluted                     $.52           $.50           $1.46          $1.46
------------------------------------------------------------------------------------------------------

</TABLE>
<PAGE>
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{"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": "757167"}, "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 September 30, 2000

                                       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
                7,184,176 shares outstanding at November 1, 2000
TABLE OF CONTENTS

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

     Unaudited Consolidated Balance Sheets -
          September 30, 2000 and December 31, 1999                                                    3

     Unaudited Consolidated Statements of Income -
          For the Three Months and Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   4

     Unaudited Consolidated Statements of Comprehensive Income -
          For the Three Months and Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   5

     Unaudited Consolidated Statements of Cash Flows -
          For the Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   6

     Unaudited Consolidated Statements of Changes in Shareholders' Equity -
          For the Nine Months Ended
          September 30, 2000 and September 30, 1999                                                   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
----------------------------------------------------------------------------------------
                                                         September 30,    December 31,
(In thousands, except share data)                            2000             1999
----------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents:
     Cash and due from banks                                 $87,763        $82,862
     Interest bearing deposits in other banks                  1,628         11,594
     Federal funds sold and securities purchased
          under agreements to resell                          51,875         40,904
----------------------------------------------------------------------------------------
          Total cash and cash equivalents                    141,266        135,360
----------------------------------------------------------------------------------------
Investment securities:
     Available for sale                                      158,647        167,944
     Held to maturity                                         54,912         61,896
----------------------------------------------------------------------------------------
          Total investment securities                        213,559        229,840
----------------------------------------------------------------------------------------
Loans, net of unearned income                                678,551        643,190
Allowance for loan losses                                    (10,177)        (9,659)
----------------------------------------------------------------------------------------
          Loans, net                                         668,374        633,531
----------------------------------------------------------------------------------------
Premises and equipment, net                                   25,071         24,409
Other assets                                                  17,553         16,647
----------------------------------------------------------------------------------------
          Total assets                                    $1,065,823     $1,039,787
----------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                    $163,208       $176,315
     Interest bearing                                        681,538        685,905
----------------------------------------------------------------------------------------
          Total deposits                                     844,746        862,220
----------------------------------------------------------------------------------------
Securities sold under agreements to repurchase                76,987         41,200
Other borrowed funds                                          11,744          4,439
Dividends payable                                              2,102          2,162
Other liabilities                                              6,840          4,660
----------------------------------------------------------------------------------------
          Total liabilities                                  942,419        914,681
----------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 7,210,376 and 7,437,792
     shares issued and outstanding at September 30, 2000
     and December 31, 1999, respectively                       1,004          1,002
Capital surplus                                               13,365         12,370
Retained earnings                                            129,533        125,173
Treasury stock                                               (19,357)       (11,498)
     820,021 and 581,586 shares at cost at
     September 30, 2000 and December 31, 1999,
     respectively
Accumulated other comprehensive loss                          (1,141)        (1,941)
---------------------------------------------------------------------------------------
          Total shareholders' equity                         123,404        125,106
---------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity      $1,065,823     $1,039,787
---------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------------------------------------------------------------------------------
                                                              Three Months Ended              Nine Months Ended
                                                                 September 30,                  September 30,
(In thousands, except per share data)                        2000            1999            2000           1999
-------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans                                $15,519           $13,748        $44,901         $40,398
Interest on investment securities:
    Taxable                                                 2,140             2,363          6,521           7,018
    Nontaxable                                                859               944          2,620           2,863
Interest on deposits in other banks                           (38)               19             (3)             56
Interest on federal funds sold and securities
    purchased under agreements to resell                      666               275          1,514           1,136
-------------------------------------------------------------------------------------------------------------------
       Total interest income                               19,146            17,349         55,553          51,471
-------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                        7,371             6,170         20,988          18,757
Interest on other borrowed funds                              999               528          2,252           1,488
-------------------------------------------------------------------------------------------------------------------
       Total interest expense                               8,370             6,698         23,240          20,245
-------------------------------------------------------------------------------------------------------------------
    Net interest income                                    10,776            10,651         32,313          31,226
-------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                     460               506          1,887           1,141
-------------------------------------------------------------------------------------------------------------------
    Net interest income after provision for loan losses    10,316            10,145         30,426          30,085
-------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                        1,316             1,333          3,884           3,883
Other service charges, commissions, and fees                1,038               832          3,174           2,679
Data processing income                                        340               350          1,016           1,064
Trust income                                                  406               327          1,225             973
Investment securities gains                                                                                     49
Gain (loss) on sale of loans                                   13                               28             (49)
Other                                                          33                74            151             231
-------------------------------------------------------------------------------------------------------------------
       Total noninterest income                             3,146             2,916          9,478           8,830
-------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                              4,547             4,393         14,053          13,311
Occupancy expenses, net                                       546               548          1,655           1,659
Equipment expenses                                            708               747          2,060           2,206
Bank franchise tax                                            289               283            863             809
Other                                                       2,063             1,901          6,311           6,026
-------------------------------------------------------------------------------------------------------------------
       Total noninterest expense                            8,153             7,872         24,942          24,011
-------------------------------------------------------------------------------------------------------------------
       Income before income taxes                           5,309             5,189         14,962          14,904
-------------------------------------------------------------------------------------------------------------------
Income tax expense                                          1,522             1,421          4,225           3,965
-------------------------------------------------------------------------------------------------------------------
Net income                                                 $3,787            $3,768        $10,737         $10,939
-------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
    Basic and diluted                                        $.52              $.50          $1.46           $1.46
-------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                   7,263             7,458          7,343           7,487
    Diluted                                                 7,279             7,475          7,346           7,487
-------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statement
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
---------------------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended              Nine Months Ended
                                                                    September 30,                  September 30,
(In Thousands)                                                  2000            1999            2000           1999
---------------------------------------------------------------------------------------------------------------------
Net Income                                                    $3,787          $3,768         $10,737        $10,939
Other comprehensive income (loss):
    Unrealized holding gain (loss) on available for sale
    securities arising during the period, net of tax
    of $617, $53, $412, and $(842), respectively               1,198             103             800         (1,634)
Reclassification adjustment for prior period
    unrealized gain recognized during current period,
    net of tax of $(37) in 1999.                                                                                (71)
---------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss)                              1,198             103             800         (1,705)
---------------------------------------------------------------------------------------------------------------------
Comprehensive income                                          $4,985          $3,871         $11,537         $9,234
---------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------
Nine months ended September 30, (In thousands)                                2000             1999
-----------------------------------------------------------------------------------------------------
Cash flows from operating activities:
    Net income                                                              $10,737          $10,939
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                          1,961            2,199
       Net amortization of investment security
          premiums and discounts:
             Available for sale                                                (364)            (111)
             Held to maturity                                                    (8)              20
       Provision for loan losses                                              1,887            1,141
       Noncash compensation expense                                             726              805
       Mortgage loans originated for sale                                    (8,069)          (9,534)
       Proceeds from sale of mortgage loans                                   7,700           12,073
       Deferred income tax expense                                               61              163
       (Gain) loss on sale of mortgage loans                                    (28)              49
       Gain on sale of available for sale investment securities                                  (49)
       Gain on sale of fixed assets                                              (4)              (7)
       Increase in accrued interest receivable                                 (775)            (885)
       (Increase) decrease in other assets                                     (551)             451
       Increase (decrease) in accrued interest payable                          486              (96)
       Increase in other liabilities                                          1,268               80
-----------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                                15,027           17,238
-----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from maturities and calls of investment securities:
       Available for sale                                                   110,413          112,509
       Held to maturity                                                       6,992            7,377
    Proceeds from sale of available for sale investment securities                            13,397
    Purchase of investment securities
       Available for sale                                                   (99,540)        (111,015)
    Loans originated for investment, net of principal collected             (36,333)         (30,241)
    Purchases of premises and equipment                                      (2,273)          (1,997)
    Proceeds from sale of equipment                                              26              215
------------------------------------------------------------------------------------------------------
    Net cash used in investing activities                                   (20,715)          (9,755)
------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net decrease in deposits                                                (17,473)          (3,821)
    Net increase in other borrowed funds                                     43,092           11,177
    Dividends paid                                                           (6,437)          (6,312)
    Purchase of common stock                                                 (7,859)          (2,322)
    Stock options exercised                                                     271              133
------------------------------------------------------------------------------------------------------
    Net cash provided by (used in) financing activities                      11,594           (1,145)
------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                     5,906            6,338
------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                              135,360           91,834
------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                 $141,266          $98,172
------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
    Interest                                                                $22,753          $20,341
    Income taxes                                                              4,150            4,325
Cash dividend declared and unpaid                                             2,102            2,089
------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       Accumulated
(In thousands, except per share data)                                                                     Other           Total
Nine months ended September 30, 2000            Common Stock       Capital     Retained    Treasury   Comprehensive    Shareholders'
and 1999                                      Shares    Amount     Surplus     Earnings     Stock     (Loss) Income      Equity
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                  7,438     $1,002     $12,370     $125,173   $(11,498)      $(1,941)       $125,106
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                       10,737                                   10,737
Other comprehensive income                                                                                   800             800
Cash dividends declared, $.87 per share                                          (6,377)                                  (6,377)
Purchase of common stock                       (238)                                        (7,859)                       (7,859)
Stock options exercised, including
     related tax benefits                        11          2         269                                                   271
Effect of noncash compensation
     attributed to stock options grant                                 726                                                   726
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2000                 7,211     $1,004     $13,365     $129,533   $(19,357)      $(1,141)       $123,404
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                  7,520     $1,001     $11,097     $119,692    $(8,320)         $369        $123,839
------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                       10,939                                   10,939
Other comprehensive loss                                                                                  (1,705)         (1,705)
Cash dividends declared, $.84 per share                                          (6,288)                                  (6,288)
Purchase of common stock                        (64)                                        (2,322)                       (2,322)
Stock options exercised, including
     related tax benefits                         5          1         132                                                   133
Effect of noncash compensation
     attributed to stock options grant                                 805                                                   805
------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1999                 7,461     $1,002     $12,034     $124,343   $(10,642)      $(1,336)       $125,401
------------------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank Corporation (the "Company"),  a bank 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 generally  accepted
accounting principles 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  generally  accepted
accounting principles 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, 1999.

2.   Reclassifications

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation.

3.   Pending Legal Actions

On April 7, 2000, the Company was assessed  $99,875 in compensatory  damages and
$600,000 in punitive damages as a result of the jury's verdict in the SCHILLING,
ET AL. V. FARMERS BANK & CAPITAL  TRUST  COMPANY  case.  The Company has filed a
motion for a judgment  notwithstanding  the verdict or in the  alternative for a
new trial and is awaiting the judge's final ruling. Management, after discussion
with legal  counsel,  believes  it is more than remote but less than likely they
will receive an  unfavorable  ruling.  Accordingly,  no expense has been accrued
related  to the  jury's  verdict.  The  loss,  if any,  from  this  case will be
recognized  on the date of the judge's final ruling.  See Legal  Proceedings  in
Part II of this Form 10-Q.

As  of  September  30,  2000  there  were  various  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  these  actions  are  without  merit and 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 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

                    Third Quarter 2000 vs. Third Quarter 1999
                    -----------------------------------------
The Company  reported net income of $3,787,000 or $.52 per diluted share for the
third  quarter of 2000  compared to net income of $3,768,000 or $.50 per diluted
share for the third  quarter of 1999.  Net interest  income for the three months
increased $125 thousand or 1.2%.  Non-interest income increased $170 thousand or
5.7%, and non-interest expense increased $221 thousand or 2.8%.

Return on average  assets was 1.48% for the third  quarter of 2000  compared  to
1.52% reported for the same period of 1999.  Return on average equity was 12.18%
for the third quarter of 2000, compared to 12.06% in the same period of 1999.

Net Interest Income
-------------------
Net interest  income  totaled  $10.8  million for the third  quarter of 2000, an
increase of $125 thousand or 1.2% over the third quarter of 1999. Total interest
income was $19.1  million  for the third  quarter of 2000,  an  increase of $1.8
million or 10.4%.  Total  interest  expense  was $8.3  million  for the  current
quarter,  an  increase of $1.7  million or 25.0%  compared to the same period in
1999.  Average  interest bearing  liabilities  increased $35.2 million while the
rate paid increased 71 basis points to 4.47%.

Interest and fees on loans  increased  $1.8 million mainly due to an increase in
volume. Average loans increased $52.8 million, or 8.5% while the yield increased
35 basis points to 9.21%. Interest on taxable securities decreased $223 thousand
or 9.4%  mainly due to a $26.5  million  decrease in the  average  balance.  The
decrease  in the  average  balance  was  partially  offset  by a 49 basis  point
increase in the average rate earned on these securities.  Interest on nontaxable
securities  decreased  $85  thousand  or 9.0% due to a decrease  in the  average
balance.  Interest on short-term  investments increased $334 thousand,  which is
primarily due to a $16.1 million increase in the average balance.

The net interest margin on a tax equivalent  basis decreased to 4.84% during the
third quarter of 2000 compared to 4.99% in the third quarter of 1999. The spread
between  rates  earned and paid was 3.98% for the  current  quarter  compared to
4.23% in the same period last year.  The  decrease is the result of the 71 basis
point increase in the average rate paid on interest  bearing  liabilities  while
the yield earned on interest earning assets only increased 46 basis points.

Noninterest Income
------------------
Noninterest income was $3.1 million for the current quarter, up $230 thousand or
7.9%  compared to the prior year.  Service  charges  and fees on  deposits,  the
largest component of noninterest income,  remained relatively  unchanged at $1.3
million. Other service charges,  commissions, and fees were up $206 thousand and
totaled $1.0 million. Trust fees increased $79 thousand to $406 thousand.  Other
noninterest income decreased $41 thousand.

Noninterest Expense
-------------------
Total  noninterest  expenses  increased  $281  thousand  or 3.6%  from the third
quarter of 1999 to $8.2  million.  Salaries and employee  benefits,  the largest
component of noninterest  expense,  increased  $154 thousand or 3.5%.  Occupancy
expense,  net of rental  income,  was  relatively  unchanged  at $546  thousand.
Equipment  expense  decreased  $39  thousand  or 5.2%.  Bank  franchise  tax was
relatively unchanged at $289 thousand.  Other noninterest expense increased $162
thousand or 8.5% to $2.1 million.

Income Taxes
------------
Income tax expense for the third quarter of 2000 was $1.5  million,  an increase
of $101 thousand or 7.1% from the third quarter of 1999.  The effective tax rate
was 28.7% for the current quarter, an increase from 27.4% from the third quarter
of  1999.  The  increase  in the  effective  tax  rate is due to a  decrease  in
tax-exempt income from both municipal loans and municipal securities.

             First Nine Months of 2000 vs. First Nine Months of 1999
             -------------------------------------------------------
Net  income for the nine  months  ended  September  30,  2000 was $10.7  million
compared  to $10.9  million  for the same  period in 1999,  a  decrease  of $202
thousand or 1.8%.  Diluted  net income per share  remained  unchanged  at $1.46.
Fueled by loan growth,  net interest  income for the nine months  increased $1.1
million or 3.5%, but was offset by a $746 thousand increase in the provision for
loan losses and an increase in noninterest expense of $578 thousand.

Return on average assets was 1.42% for the nine months ended September 30, 2000,
a decrease of 6 basis  points  from the same  period in 1999.  Return on average
equity was 11.55%, a decrease from 11.79% for the first nine months of 1999.

Net Interest Income
-------------------
Net interest  income  totaled $32.3 million for the nine months ended  September
30,  2000,  an increase of $1.1  million or 3.5%  compared to the same period in
1999.  Total interest income was $55.6 million  compared to $51.5 million a year
ago. Total interest expense increased $3.0 million to a total of $23.2 million.

Interest  and fees on loans  increased  $4.5  million or 11.1%.  The increase is
attributed to an increase in average loans of $53.0  million,  or 8.7%,  and the
increase  in the  yield  of 18  basis  points  to  9.09%.  Interest  on  taxable
securities  decreased $497 thousand as volume declined,  but the yield increased
68 basis  points to 6.33%.  Interest on  nontaxable  securities  decreased  $243
thousand or 8.5% almost entirely on volume.  Interest on short-term  investments
increased  $319 thousand or 26.8%,  which is primarily due to an increase of 136
basis points in the average rate earned.

Interest expense on deposits  increased $2.2 million or 11.9%.  Interest expense
on other  borrowed  funds  increased  $764  thousand.  The  increase of interest
expense on deposits  was mainly the result of an increase of 41 basis  points in
the average rate paid. The increase of interest  expense on other borrowed funds
was primarily the result of an increase in the average balance of $11.0 million.

Net  interest  margin on a tax  equivalent  basis  increased to 4.95% during the
first nine months of 2000  compared  to 4.91% for the same  period of 1999.  The
spread  between  rates  earned and paid was down 4 basis  points to 4.12% in the
nine-month comparison.

Noninterest Income
------------------
Noninterest  income  was $9.5  million  for the first  nine  months of 2000,  an
increase of $648 thousand or 7.3%  compared to the same period in 1999.  Service
charges and fees on deposits  remained  relatively  unchanged  at $3.9  million.
Other service charges,  commissions,  and fees increased $495 thousand or 18.5%.
Data processing  fees decreased $48 thousand or 4.5%.  Trust fees increased $252
thousand to a total of $1.2  million.  Gains on the sale of  available  for sale
investment  securities  were $49  thousand  in the  prior  year with none in the
current year. The gain on sale of loans increased $77 thousand.

Noninterest Expense
-------------------
Noninterest  expense was $25.0  million  for the first nine  months of 2000,  an
increase of $931 thousand or 3.9% compared to the same period in 1999.  Salaries
and employee benefits,  the largest component of noninterest expense,  increased
$742 thousand or 5.6%. Occupancy expense, net of rental income, was unchanged at
$1.7 million.  Equipment expense decreased $146 thousand or 6.6%. Bank franchise
tax expense increased $54 thousand or 6.7%. Other noninterest  expense increased
$285 thousand or 4.7% to $6.3 million.

Income Taxes
------------
Income  tax  expense  for the first  nine  months of 2000 was $4.2  million,  an
increase of $260 thousand compared to the same period in 1999. The effective tax
rate was 28.2% for the first  nine  months of 2000,  up from  26.6% in the prior
year.  The increase in the effective tax rate is due to a decrease in tax-exempt
income from both municipal loans and municipal securities.

FINANCIAL CONDITION

Total assets were $1.1 billion on September 30, 2000, an increase of $26 million
or 2.5% from December 31, 1999.  Fluctuations in assets and deposits are typical
due to the relationship between the Company's principal subsidiary, Farmers Bank
& Capital  Trust Co. 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 $1.0  billion for the first nine months of 2000,  an increase of $18
million or 1.8% from year-end 1999.

Loans
-----
Loans,  net of unearned  income,  totaled $679 million at September 30, 2000, an
increase  of $35.4  million  or 5.5%  from  year-end  1999.  On  average,  loans
represented 72.9% of earning assets compared to 69.1% for year-end 1999. 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 $10.2  million at  September  30,  2000,  an
increase of $518 thousand from the prior year end. The allowance for loan losses
was 1.5% of net loans at  September  30,  2000.  In  management's  opinion,  the
allowance  for loan  losses is  adequate  to cover  losses  inherent in the loan
portfolio.  The provision for loan losses increased $746 thousand in the current
period  compared to the same period in 1999. The Company had net  charge-offs of
$1.4  million in the first nine months of 2000  compared to net  charge-offs  of
$714  thousand in the same period of 1999. A  significant  percentage of the net
charge-offs has been confined to a relatively small number of loans.  Management
continues to emphasize  collection  efforts and  evaluation  of risks within the
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 in still accruing.  Nonperforming  assets totaled $4.4 million at
September 30, 2000, a decrease of $1.3 million or 23.3% from the prior year-end.
Nonperforming  assets to total equity  decreased  from 4.6% at year-end  1999 to
3.5% at  September  30,  2000.  Nonperforming  loans  totaled  $3.4  million  at
September  30, 2000,  a decrease of $1.5  million or 30.1%  compared to year-end
1999.  Nonperforming  loans as a percentage of net loans  decreased from .76% at
year-end to .50% at September 30, 2000.

Other real estate owned,  which had a balance of $735 thousand at year-end 1999,
increased to $765 thousand as of September 30, 2000.

Temporary Investments
---------------------
Time deposits  with banks,  federal funds sold and  securities  purchased  under
agreements to resell averaged $32.9 million, an increase of $2.0 million or 6.3%
from  year end  1999.  Temporary  investments  are  reallocated  as loan  demand
presents the opportunity.

Investment Securities
---------------------
Investment  securities  were $214 million on  September  30, 2000, a decrease of
$16.3  million  or 7.1%  from  year-end  1999.  Available  for  sale and held to
maturity  securities  were  $159  and  $55  million,  respectively.   Investment
securities  averaged  $214 million for the first nine months of 2000, a decrease
of $31.9 million or 12.9% from year end 1999. The Company had an unrealized loss
on available for sale  investment  securities  of $1.1  million,  net of tax, at
September 30, 2000 compared to $1.9 million at year end 1999.

Deposits
--------
Total  deposits  were $845  million at  September  30, 2000, a decrease of $17.5
million or 2.0% from year-end 1999. Noninterest bearing deposits decreased $13.1
million in the  comparison.  This decrease 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 $145.0  million  during the current  period,  an increase of $4.4
million or 3.1%.  Interest  bearing  deposits  decreased $4.4 million during the
nine months ended  September  30, 2000  compared to year-end  1999.  On average,
interest bearing  deposits were $680 million in the current period,  an increase
of $5.8 million from year end 1999.  Total  deposits  averaged $825 million,  an
increase of $10.2 million or 1.2% from year-end 1999.

Borrowed Funds
--------------
Borrowed funds totaled $88.7 million at September 30, 2000, an increase of $43.1
million from year-end 1999.  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.  Total  borrowed funds averaged
$52.4 million, an increase of $7.0 million or 15.5% from year-end 1999.

LIQUIDITY

The  liquidity  of the Parent  Company is  primarily  affected by the receipt of
dividends  from  its  subsidiary  banks  and  cash  balances  maintained.  As of
September 30, 2000 combined retained earnings of the subsidiary banks were $51.8
million,  of which $14.7  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
dividend  adequate funds to the Parent Company during the remainder of 2000. The
Parent Company had cash balances of $25.5 million at September 30, 2000.

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.

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.

Liquid assets consist of cash and due from banks,  short-term  investments,  and
securities  available for sale. At September 30, 2000,  such assets totaled $300
million,  a decrease of $3 million  from  year-end  1999.  Net cash  provided by
operating  activities  decreased $2.2 million in the nine months ended September
30,  2000  compared  to the same period  last year.  The  decrease is  primarily
attributed to the decrease in the proceeds from the sale of mortgage loans.  Net
cash used in  investing  activities  was $20.7  million,  an  increase  of $11.0
million.  Net cash  provided by financing  activities  was $11.6 million for the
period  ended  September  30,  2000  compared  to net  cash  used  in  financing
activities  of $1.1  million in the prior year  comparison.  The increase in net
cash provided by financing  activities is due primarily to the increase in other
borrowed funds.

CAPITAL RESOURCES

Shareholders'  equity was $123 million on September 30, 2000,  down $1.7 million
from year-end 1999. The Company purchased 238 thousand shares of its outstanding
common  stock  during  the first  nine  months of 2000 for a total  cost of $7.9
million.  The Company issued 11,019 shares of common stock during the first nine
months pursuant to its nonqualified stock option plan. Dividends of $6.4 million
or $.87 per share  were  declared  during  the  first  nine  months of 2000,  an
increase of 3.6% per share compared to the prior year.  The Company's  available
for sale  investment  securities  portfolio  had net  unrealized  losses of $1.1
million at September 30, 2000,  down from a net unrealized  loss of $1.9 million
at year-end.

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  September  30,  2000,  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               17.46%                 4.00%            6.00%

Total risk based                18.72%                 8.00%           10.00%

Leverage                        12.19%                 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
September 30, 2000.

EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 137, "Accounting for Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133", which delays the effective date of SFAS 133 until January 1,
2001; however,  early adoption is permitted.  In June 2000, the FASB issued SFAS
No. 138, "Accounting  for Certain  Derivative  Instruments  and Certain  Hedging
Activities", which  provides  guidance  with  respect to certain  implementation
issues related to SFAS No. 133. On adoption, the provisions of SFAS No. 133 must
be  applied  prospectively.  The  Company  will adopt SFAS No. 133 on January 1,
2001.  Because the Company  currently has no derivative  instruments  or hedging
activities, the Company believes the effect of adoption will not have a material
impact on the  consolidated  financial  statements.  Any derivative  instruments
acquired or hedging  activities  entered into will be recorded in the  financial
statements as required by SFAS No. 133 and SFAS No. 138.

In September  2000,  the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial  Assets and  Extinguishment of Liabilities" that replaces
SFAS No. 125. This Statement  provides  consistent  standards for distinguishing
transfers of financial  assets that are sales,  from  transfers that are secured
borrowings.  The  standards  are  based  on the  consistent  application  of the
financial components approach, where upon after a transfer, an entity recognizes
the  financial  and  servicing  assets it controls  and the  liabilities  it has
incurred, and derecognizes financial liabilities when extinguished.

This Statement is effective for transfers and servicing of financial  assets and
extinguishments of liabilities occurring after March 31, 2001. This Statement is
effective for recognition and reclassification of collateral and for disclosures
relating to  securitization  transactions and collateral for fiscal years ending
after December 15, 2000.

A transfer of financial  assets in which the  transferor  surrenders  control is
accounted for as a sale to the extent that  consideration  other than beneficial
interests  in the  transferred  assets is received in exchange.  This  Statement
requires that liabilities and derivatives  transferred be initially  measured at
fair value, if practicable.  Servicing assets and other retained interest in the
transferred assets are to be measured by allocating the previous carrying amount
between the assets and retained  interest  sold, if any, based on their relative
fair values on the date of the transfer.

This Statement  requires that servicing  assets and  liabilities be subsequently
measured by  amortization  in proportion to and over the period of estimated net
servicing  income or loss,  and  assessment  for asset  impairment  or increased
obligation based on their fair values.

This Statement  requires that a liability be derecognized if the debtor pays the
creditor and is relieved of its obligation  for the liability,  or the debtor is
legally  released  from being the primary  obligor  under the  liability  either
judicially or by the creditor.

The  Company  does not expect the  implementation  of this  Statement  to have a
material effect on the consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
There have been no material  changes in the Company's  market risk from December
31, 1999.  For  information  regarding the Company's  market risk,  refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------
In  September  1992,  Farmers Bank (the "Bank") was named as a defendant in Case
No. 92CI05734 in Jefferson Circuit Court, Louisville, Kentucky, in a case styled
SCHILLING,  ET AL. V. FARMERS BANK & CAPITAL TRUST COMPANY. The named plaintiffs
purported to represent a class  consisting  of all present and former  owners of
the County of Jefferson,  Kentucky, Nursing Home Refunding Revenue Bonds (Filson
Care Home Project) Series 1986A and County of Jefferson,  Kentucky, Nursing Home
Improvement  Revenue Bonds (Filson Care Home Project) Series 1986B (collectively
"the Bonds").  The plaintiffs  alleged that the class had been damaged through a
reduction in the value of the Bonds and a loss of interest on the Bonds  because
of the  actions  of the  Bank  in its  capacity  as  indenture  trustee  for the
Bondholders. The plaintiffs demanded compensatory and punitive damages.

On July 6, 1993, the Court denied the plaintiffs'  motion to certify the case as
a class action.  Subsequently,  the plaintiffs  amended their  complaint to join
additional  Bondholders as plaintiffs.  The plaintiffs  claimed to hold Bonds in
the aggregate  principal  amount of $480,000.  Before trial, the Court dismissed
thirty-nine of the  plaintiffs  because they were unable or unwilling to present
testimony to support their claims.

The case was tried to a jury  beginning  on March 28, 2000 on the claims of four
plaintiffs holding Bonds in the aggregate principal amount of $80,000. The Court
granted a directed  verdict in favor of the Bank on the  plaintiffs'  claim that
the Bank had  engaged in  commercial  bribery  and that the legal fees that were
paid by the Bank should be disgorged  because of an alleged conflict of interest
of the Bank's  counsel.  The jury found for the plaintiffs on the claim that the
Bank had  breached  its  fiduciary  duty and awarded the  plaintiffs  $99,875 in
compensatory damages and $600,000 in punitive damages.

The Bank has filed a motion for judgment  notwithstanding the verdict or, in the
alternative,  for a new trial,  asserting  that the jury's verdict that the Bank
breached its fiduciary duty was not supported by sufficient  evidence,  that the
jury's award of damages was  speculative  and was not supported by the evidence,
and that the jury's award of punitive  damages was not  supported by  sufficient
evidence.  The Bank has also asserted  that a new trial is warranted  because of
the erroneous admission of evidence concerning legal fees paid by the Bank.

Plaintiffs filed appeals  contending that the denial of class  certification was
erroneous,  that the individual  plaintiffs  should not have been dismissed from
the  lawsuit,  that  certain  evidence was  erroneously  excluded,  and that the
directed  verdict  regarding the  disgorgement  of legal fees and the commercial
bribery  claims was  erroneous.  On August 1, 2000 the Kentucky Court of Appeals
dismissed the appeals as having been prematurely filed.

Farmers  Bank  intends to  vigorously  pursue its  pending  motion for  judgment
notwithstanding the verdict or, in the alternative,  for a new trial, or, in the
event the trial court denies the motion, to appeal the trial court's judgment to
the  Kentucky  Court  of  Appeals.  It is not  possible  at  this  stage  of the
proceedings to make any prediction as to the outcome.

As of September  30, 2000,  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

         27    Financial data schedule (for SEC use only)

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

         None.
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:   11/9/00               /s/ Charles Scott Boyd
      -----------          -----------------------------------------------------
                           Charles Scott Boyd,
                           President and CEO (Principal Executive Officer)

Date:   11/9/00              /s/ Cecil Douglas Carpenter
      -----------          -----------------------------------------------------
                           Cecil Douglas Carpenter,
                           Vice President and CFO (Principal Financial
                           and Accounting Officer)
Exhibit 11
                 Statement re computation of per share earnings
------------------------------------------------------------------------------------------------------
                                                  Three Months Ended             Nine Months Ended
                                                     September 30,                  September 30,
(In thousands, except per share data)             2000           1999            2000           1999
------------------------------------------------------------------------------------------------------
Net income, basic and diluted                   $3,787         $3,768         $10,737        $10,939
------------------------------------------------------------------------------------------------------
Average shares outstanding                       7,263          7,458           7,343          7,487
Effect of dilutive stock options                    16             17               3
------------------------------------------------------------------------------------------------------
Average diluted shares outstanding               7,279          7,475           7,346          7,487
------------------------------------------------------------------------------------------------------
Net income per share, basic                       $.52           $.50           $1.46          $1.46
Net income per share, diluted                     $.52           $.50           $1.46          $1.46
------------------------------------------------------------------------------------------------------