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, 2004

                                       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 incorporation             (I.R.S. Employer
or organization)                                       Identification Number)

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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).

                                 Yes |X| No ____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                    Common stock, par value $0.125 per share

                6,753,084 shares outstanding at November 4, 2004

<PAGE>



                                TABLE OF CONTENTS


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

     Item 1 - Financial Statements                                           3

         Unaudited Consolidated Balance Sheets -
             September 30, 2004 and December 31, 2003                        3

         Unaudited Consolidated Statements of Income -
             For the Three Months and Nine Months Ended
             September 30, 2004 and September 30, 2003                       4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months and Nine Months Ended
             September 30, 2004 and September 30, 2003                       5

         Unaudited Consolidated Statements of Cash Flows -
             For the Nine Months Ended
             September 30, 2004 and September 30, 2003                       6

         Unaudited Consolidated Statements of Changes in
             Shareholders' Equity -
             For the Nine Months Ended
             September 30, 2004 and September 30, 2003                       7

         Notes to Unaudited Consolidated Financial Statements                8

     Item 2 - Management's Discussion and Analysis of Financial
                Condition and Results of Operations                         12

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk    26

     Item 4 - Controls and Procedures                                       27

Part II - Other Information

     Item 1 - Legal Proceedings                                             27

     Item 2 - Changes in Securities, Use of Proceeds and Issuer Repurchases
                  of Equity Securities                                      27

     Item 6 - Exhibits and Reports on Form 8-K                              27

     Signatures                                                             29

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED BALANCE SHEETS

----------------------------------------------------------------------------------------------------------------------------
                                                                                           September 30,       December 31,
(In thousands, except share data)                                                               2004               2003
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>               <C>
ASSETS
Cash and cash equivalents:
     Cash and due from banks                                                              $     87,605      $      99,628
     Interest bearing deposits in other banks                                                    2,117              3,154
     Federal funds sold and securities purchased under agreements to resell                     13,907             24,434
----------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                      103,629            127,216
----------------------------------------------------------------------------------------------------------------------------
Investment securities:
     Available for sale, amortized cost of $309,225 (2004) and $354,905 (2003)                 312,598            358,169
     Held to maturity, fair value of $22,622  (2004) and $26,201 (2003)                         21,629             24,789
----------------------------------------------------------------------------------------------------------------------------
          Total investment securities                                                          334,227            382,958
----------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                                                  872,638            755,945
Allowance for loan losses                                                                      (13,292)           (11,292)
----------------------------------------------------------------------------------------------------------------------------
          Loans, net                                                                           859,346            744,653
----------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                     27,468             24,115
Company-owned life insurance                                                                    26,630             25,510
Goodwill                                                                                         4,848
Other intangible assets                                                                          2,102
Other assets                                                                                    18,036             14,113
----------------------------------------------------------------------------------------------------------------------------
          Total assets                                                                     $ 1,376,286        $ 1,318,565
----------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                                  $    210,799        $   226,650
     Interest bearing                                                                          900,571            841,672
----------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                     1,111,370          1,068,322
----------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase                      63,006             56,698
Other short-term borrowings                                                                      1,433                418
Long-term debt                                                                                  57,524             56,413
Dividends payable                                                                                2,223              2,215
Other liabilities                                                                                9,542              8,028
----------------------------------------------------------------------------------------------------------------------------
          Total liabilities                                                                  1,245,098          1,192,094
----------------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
Common stock, par value $.125 per share
     9,608,000 shares authorized;  8,190,145 and 8,160,919
     shares issued at September 30, 2004 and December 31, 2003, respectively                     1,024              1,020
Capital surplus                                                                                 19,614             18,670
Retained earnings                                                                              149,273            145,489
Treasury stock, at cost
     1,447,337 and 1,444,739 shares at September 30, 2004 and
     December 31, 2003, respectively                                                           (40,916)           (40,830)
Accumulated other comprehensive income                                                           2,193              2,122
----------------------------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                                           131,188            126,471
----------------------------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                                       $ 1,376,286        $ 1,318,565
----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
----------------------------------------------------------------------------------------------------------------------------
                                                                          Three Months Ended                Nine Months Ended
                                                                              September 30,                   September 30,
(In thousands, except per share data)                                     2004           2003               2004        2003
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>                <C>         <C>
INTEREST INCOME
Interest and fees on loans                                            $ 12,775       $ 11,921           $ 36,306    $ 36,289
Interest on investment securities:
     Taxable                                                             2,094          1,318              6,079       4,818
     Nontaxable                                                            999            809              2,930       2,392
Interest on deposits in other banks                                         11             12                 29          49
Interest on federal funds sold and securities
     purchased under agreements to resell                                   51            129                218         506
----------------------------------------------------------------------------------------------------------------------------
          Total interest income                                         15,930         14,189             45,562      44,054
----------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                     3,999          4,033             11,275      12,996
Interest on federal funds purchased and securities
     sold under agreements to repurchase                                   317            182                784         684
Interest on other borrowed funds                                           572            542              1,567       1,649
----------------------------------------------------------------------------------------------------------------------------
          Total interest expense                                         4,888          4,757             13,626      15,329
----------------------------------------------------------------------------------------------------------------------------
          Net interest income                                           11,042          9,432             31,936      28,725
----------------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                  666            642              1,479       1,378
----------------------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses           10,376          8,790             30,457      27,347
----------------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                                     2,210          1,951              6,193       5,804
Other service charges, commissions, and fees                               900            909              2,674       2,682
Data processing income                                                     340            337              1,055       1,071
Trust income                                                               416            385              1,244       1,197
Investment securities gains, net                                           102            822                167         966
Gains on sale of mortgage loans, net                                       114            276                229         788
Income from company-owned life insurance                                   363            416              1,130       1,089
Other                                                                       94             55                170         198
----------------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                       4,539          5,151             12,862      13,795
----------------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                                           6,070          5,188             16,847      15,469
Occupancy expenses, net                                                    735            621              2,031       1,921
Equipment expenses                                                       1,040            934              2,914       2,795
Bank franchise tax                                                         367            330              1,045         995
Other                                                                    2,777          2,136              7,463       6,636
----------------------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                     10,989          9,209             30,300      27,816
----------------------------------------------------------------------------------------------------------------------------
          Income before income taxes                                     3,926          4,732             13,019      13,326
----------------------------------------------------------------------------------------------------------------------------
Income tax expense                                                         727            831              2,571       2,806
----------------------------------------------------------------------------------------------------------------------------
          Net income                                                  $  3,199       $  3,901           $ 10,448    $ 10,520
----------------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
     Basic                                                            $    .47       $    .58           $   1.55    $   1.56
     Diluted                                                               .47            .58               1.54        1.55
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                               6,736          6,712              6,730       6,733
     Diluted                                                             6,787          6,761              6,781       6,773
----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-------------------------------------------------------------------------------------------------------------------------
                                                                        Three Months Ended           Nine Months Ended
                                                                            September 30,               September 30,
 (In thousands)                                                         2004           2003         2004           2003
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>         <C>            <C>
NET INCOME                                                          $  3,199       $  3,901    $  10,448      $  10,520
Other comprehensive income:
     Unrealized holding gain (loss) on available for sale
     securities arising during the period, net of tax
     of $2,350, $719, $138, and $512, respectively                     4,364         (1,335)         257           (950)
Reclassification adjustment for prior period
     unrealized loss (gain) recognized during current period,
     net of tax of $47, $601, $100, and $662, respectively                88         (1,116)        (186)        (1,230)
-------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss)                                      4,452         (2,451)          71         (2,180)
-------------------------------------------------------------------------------------------------------------------------

COMPREHENSIVE INCOME                                                $  7,651       $  1,450    $  10,519      $   8,340
-------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, (In thousands)                                                         2004            2003
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                                   $  10,448        $  10,520
     Adjustments to reconcile net income to net cash provided by operating activities:
          Depreciation of premises and equipment                                                      2,241            2,257
          Amortization of intangibles                                                                   128
          Net amortization of investment security premiums and (discounts):
                Available for sale                                                                    1,222            2,578
                Held to maturity                                                                        (32)             (52)
          Provision for loan losses                                                                   1,479            1,378
          Noncash compensation expense                                                                  217              319
          Mortgage loans originated for sale                                                        (14,529)         (53,405)
          Proceeds from sale of mortgage loans                                                       14,244           54,724
          Deferred income tax (benefit) expense                                                        (402)             144
          Gain on sale of mortgage loans                                                               (229)            (788)
          Gain on sale of premises and equipment                                                         (3)              (2)
          Gain on sale of available for sale investment securities, net                                (167)            (966)
          (Increase) decrease in accrued interest receivable                                           (980)             170
          Income from company-owned life insurance                                                   (1,120)          (1,089)
          (Increase) decrease in other assets                                                        (1,622)            (343)
          Increase (decrease) in accrued interest payable                                               221             (445)
          Increase in other liabilities                                                               1,907            2,271
------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by operating activities                                               13,023           17,271
------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                                        215,591          316,365
          Held to maturity                                                                            3,194            4,348
     Proceeds from sale of available for sale investment securities                                  59,603          108,975
     Purchase of available for sale investment securities                                          (218,358)        (333,166)
     Loans originated for investment, net of principal collected                                    (65,556)          (2,502)
     Purchase of subsidiary, net of cash acquired                                                    (5,818)
     Purchase of company-owned life insurance                                                                        (24,001)
     Purchase of premises and equipment                                                              (2,831)          (2,230)
     Proceeds from sale of equipment                                                                     83                9
------------------------------------------------------------------------------------------------------------------------------
             Net cash (used in) provided by investing activities                                    (14,092)          67,798
------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net (decrease) increase in deposits                                                            (19,392)          53,406
     Net increase (decrease) in federal funds purchased and securities sold under
          agreements to repurchase                                                                    6,004          (51,749)
     Proceeds from long-term debt                                                                     1,800            3,874
     Repayments of long-term debt                                                                    (5,931)          (4,377)
     Net increase (decrease)  in other short-term borrowings                                          1,015           (8,091)
     Dividends paid                                                                                  (6,656)          (6,500)
     Purchase of common stock                                                                           (86)          (3,118)
     Stock issued pursuant to employee stock purchase plan                                               42
     Stock options exercised                                                                            686              344
------------------------------------------------------------------------------------------------------------------------------
             Net cash used in financing activities                                                  (22,518)         (16,211)
------------------------------------------------------------------------------------------------------------------------------
             Net (decrease) increase in cash and cash equivalents                                   (23,587)          68,858
------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                                      127,216           67,101
------------------------------------------------------------------------------------------------------------------------------
             Cash and cash equivalents at end of period                                          $  103,629        $ 135,959
------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
     Interest                                                                                    $   13,405        $  15,774
     Income taxes                                                                                     2,525              500
Transfers from loans to repossessed assets                                                            3,079            1,729
Cash dividend declared and unpaid                                                                     2,223            2,149
------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                                                                    Accumulated
                                                                                                            Other           Total
Nine months ended                        Common Stock        Capital    Retained     Treasury Stock     Comprehensive  Shareholders'
September 30, 2004 and 2003           Shares     Amount      Surplus    Earnings   Shares     Amount        Income         Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>         <C>        <C>         <C>     <C>               <C>         <C>
  Balance at January 1, 2004           8,161     $1,020      $18,670    $145,489    1,445   $(40,830)         $2,122      $126,471
Net income                                                                10,448                                            10,448
Other comprehensive income                                                                                        71            71
Cash dividends declared,
  $.99 per share                                                          (6,664)                                           (6,664)
Purchase of common stock                                                                2        (86)                          (86)
Stock options exercised                   28          4          685                                                           689
Shares issued pursuant to
 employee stock purchase plan              1                      42                                                            42
Noncash compensation expense
  attributed to stock option grants                              217                                                           217
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2004        8,190     $1,024      $19,614    $149,273    1,447    $(40,916)         $2,193     $131,188
------------------------------------------------------------------------------------------------------------------------------------





------------------------------------------------------------------------------------------------------------------------------------
  Balance at January 1, 2003           8,136     $1,017      $17,623    $141,199    1,344    $(37,627)         $3,561     $125,773
Net income                                                                10,520                                            10,520
Other comprehensive income                                                                                     (2,180)      (2,180)
Cash dividends declared,
  $.96 per share                                                          (6,458)                                           (6,458)
Purchase of common stock                                                               98      (3,118)                      (3,118)
Stock options exercised                   14          2          342                                                           344
Noncash compensation expense
  attributed to stock option grants                              319                                                           319
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2003        8,150     $1,019      $18,284    $145,261    1,442    $(40,745)         $1,381     $125,200
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>








NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank  Corporation  (the  "Company"),   a  financial  holding  company,  and  its
wholly-owned seven bank and one nonbank subsidiaries.  Bank subsidiaries include
Farmers Bank & Capital Trust Co. ("Farmers Bank") in Frankfort,  KY; United Bank
& Trust Co. in Versailles,  KY; Lawrenceburg  National Bank in Harrodsburg,  KY;
First Citizens Bank ("First  Citizens") in  Elizabethtown,  KY; Farmers Bank and
Trust  Company  ("Farmers  Georgetown")  in  Georgetown,  KY;  Kentucky  Banking
Centers,  Inc. in Glasgow,  KY; and Citizens Bank  (Kentucky)  Inc.,  ("Citizens
Georgetown") in Georgetown, KY. On October 22, 2004, the Company merged Citizens
Georgetown  into Farmers  Georgetown.  The Company's  nonbank  subsidiary is FCB
Services,   Inc.,  a  data  processing  subsidiary  located  in  Frankfort,  KY.
Intercompany transactions and balances are eliminated in consolidation.  Leasing
One  Corporation  and Farmers Capital  Insurance  Corporation  are  wholly-owned
subsidiaries  of Farmers  Bank.  Pro Mortgage  Partners,  LLC is a  wholly-owned
subsidiary of Farmers Bank and Trust Company.

The Company  provides  financial  services  through its 26 locations  throughout
Central  Kentucky  to  individual,   business,   agriculture,   government,  and
educational customers.  Its primary deposit products are checking,  savings, and
term  certificate  accounts.   Its  primary  lending  products  are  residential
mortgage,  commercial lending and leasing, and installment loans.  Substantially
all loans and  leases are  secured by  specific  items of  collateral  including
business assets,  consumer  assets,  and commercial and residential real estate.
Commercial  loans and  leases  are  expected  to be  repaid  from cash flow from
operations of businesses.  Farmers Bank has served as the general depository for
the Commonwealth of Kentucky for over 70 years and also provides  investment and
other services to the Commonwealth.  Other services include, but are not limited
to,  cash  management  services,  issuing  letters of credit,  safe  deposit box
rental,  and providing funds transfer  services.  Other  financial  instruments,
which  potentially  represent  concentrations  of credit risk,  include  deposit
accounts in other financial institutions and federal funds sold.

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

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

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003.

2. RECLASSIFICATIONS

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation.  Such
reclassifications   have  no  effect  on  previously   reported  net  income  or
shareholders' equity.

3. NET INCOME PER COMMON SHARE

Basic net income per common  share is  determined  by dividing net income by the
weighted average total number of shares of common stock outstanding. Diluted net
income  per  common  share is  determined  by  dividing  net income by the total
weighted  average number of shares of common stock  outstanding,  plus the total
weighted average number of shares that would be issued upon exercise of dilutive
stock options  assuming  proceeds are used to repurchase  shares pursuant to the
treasury stock method.  Net income per common share computations were as follows
at September 30, 2004 and 2003.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
                                                          Three Months Ended         Nine Months Ended
                                                              September 30,             September 30,
(In thousands, except per share data)                     2004          2003        2004           2003
--------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>        <C>            <C>
Net income, basic and diluted                          $ 3,199       $ 3,901    $ 10,448       $ 10,520
--------------------------------------------------------------------------------------------------------

Average shares outstanding                               6,736         6,712       6,730          6,733
Effect of dilutive stock options                            51            49          51             40
--------------------------------------------------------------------------------------------------------
Average diluted shares outstanding                       6,787         6,761       6,781          6,773
--------------------------------------------------------------------------------------------------------

Net income per share, basic                            $   .47       $   .58    $   1.55       $   1.56
Net income per share, diluted                              .47           .58        1.54           1.55
--------------------------------------------------------------------------------------------------------
</TABLE>



4. STOCK-BASED COMPENSATION

In 1997, the Company's Board of Directors  approved a nonqualified  stock option
plan that  provides for granting of stock  options to key employees and officers
of the Company. The plan was subsequently ratified by the Company's shareholders
at its annual  shareholders'  meeting held on May 12, 1998, the measurement date
of the plan.  All stock  options are awarded at a price equal to the fair market
value of the  Company's  common stock at the date the options are  granted.  The
Company applies  Accounting  Principles Board ("APB") Opinion No. 25 and related
interpretations  in  accounting  for its plan.  Accordingly,  since options were
granted during 1997 at the fair market value of the Company's stock on the grant
date, and the  measurement  date occurred  during 1998,  the Company  recognizes
noncash  compensation  expense based on the intrinsic value of the stock options
measured on the date of shareholder  ratification  of the plan.  Options granted
during 1997 are now fully vested and no additional  compensation expense will be
recognized  pursuant to APB Opinion No. 25 beyond  September 30, 2004.  The fair
market value of the Company's  stock was $24.50 and $39.66 on the grant date and
measurement date, respectively.

The  Company  granted  54,000  options  during  2000.  The  grant  date  and the
measurement  date for these options are the same,  with the fair market value of
$29.75.  Pursuant  to  APB  No.  25,  there  is no  compensation  expense  being
recognized for this grant.  Had  compensation  expense been determined under the
fair  value  method  described  in SFAS  No.  123,  ACCOUNTING  FOR  STOCK-BASED
COMPENSATION,   as  amended  by  SFAS  No.  148,   ACCOUNTING  FOR   STOCK-BASED
COMPENSATION-TRANSITION  AND DISCLOSURE, the Company's net income and income per
common share would have been as shown in the table below.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                    Three Months Ended         Nine Months Ended
                                                                     September 30,              September 30,
(In thousands, except per share data)                              2004          2003         2004          2003
------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>         <C>           <C>
NET INCOME
  As reported                                                   $ 3,199       $ 3,901     $ 10,448      $ 10,520
  Add:  Stock-based employee compensation expense
        included in reported net income under the
        intrinsic value method, net of related tax effects           51            69          141           207

  Less: Stock-based compensation expense determined
        under fair value based method for all awards, net
        of related tax effects                                      (65)          (85)        (182)         (253)
------------------------------------------------------------------------------------------------------------------
Proforma                                                        $ 3,185       $ 3,885     $ 10,407      $ 10,474
------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
  Basic, as reported                                            $   .47       $   .58     $   1.55      $   1.56
  Basic, proforma                                                   .47           .58         1.55          1.56

  Diluted, as reported                                              .47           .58         1.54          1.55
  Diluted, proforma                                                 .47           .57         1.53          1.55
------------------------------------------------------------------------------------------------------------------
</TABLE>

The fair value of the options granted are estimated as of the  measurement  date
using the Black-Scholes option pricing model with the following weighted average
assumptions  used for grants in 2000 and 1997,  respectively:  dividend yield of
3.12% and 3.18%; expected volatility of 29.6% and 23.4%; risk-free interest rate
of 6.71% and  5.75%;  and  expected  life of seven  years for both  grants.  The
weighted  average fair value of options  granted  during 2000 and 1997 was $9.25
and $16.11 per share, respectively.

The plan  provides for the granting of options to purchase up to 450,000  shares
of the  Company's  common stock at a price equal to the fair market value of the
Company's  common  stock on the  date the  option  is  granted.  The term of the
options  expires after ten years from the date on which the options are granted.
Options  granted  under the plan vest ratably over various time periods  ranging
from four to seven years.  All options granted must be held for a minimum of one
year before they can be  exercised.  Forfeited  options  are  available  for the
granting of options under the plan.

5. EMPLOYEE STOCK PURCHASE PLAN

The  Company's  2004 Employee  Stock  Purchase Plan ("Plan") was approved by its
shareholders  at the Company's  2004 annual meeting on May 11, 2004. The purpose
of the Plan is to provide a means by which eligible employees may purchase, at a
discount, shares of common stock of the Company through payroll withholding. The
purchase  price of the  shares  is equal to 85% of their  fair  market  value on
specified dates as defined in the Plan.  This Plan was effective  beginning July
1, 2004.

6. BUSINESS COMBINATION - CITIZENS BANK (KENTUCKY), INC.

On July 2, 2004 the  Company  announced  that the  required  approvals  from the
appropriate  regulatory  authorities  were received and that the  acquisition of
100% of the  outstanding  common  shares of Citizens  Bank  (Kentucky),  Inc. in
Georgetown,   Kentucky  had  been  completed.   The  results  presented  in  the
consolidated  financial  statements  herein  include  the  results  of  Citizens
Georgetown  for the three months ended  September 30, 2004. On October 22, 2004,
the Company merged Citizens Georgetown into Farmers Georgetown.

The total cost  related to this  acquisition,  which has been paid  entirely  in
cash,  was  approximately  $14.6  million.  The  following  table  presents  the
estimated fair value of the assets acquired and the  liabilities  assumed at the
date of purchase.  The core deposit intangible of $2.2 million at acquisition is
being amortized over a life of 7.5 years under a declining amortization schedule
through year 2010 with the remaining 10% amortized during year 2011. Goodwill is
not subject to periodic  amortization in the consolidated  financial statements,
but will be  deductible  for  federal  income tax  purposes  over a period of 15
years.  Management  expects certain minor  adjustments to the total  acquisition
costs, and thus goodwill, as execution cost amounts are finalized.


 (In thousands)                                                 July 1, 2004
 ----------------------------------------------------------------------------
 ASSETS
 Cash & equivalents                                                 $  8,768
 Investment securities                                                12,213
 Loan, net of unearned income & allowance for loan losses             50,102
 Goodwill                                                              4,848
 Core deposit intangible                                               2,230
 Other assets                                                          4,650
 ----------------------------------------------------------------------------
    Total assets                                                    $ 82,811
 ----------------------------------------------------------------------------

 LIABILITIES
 Deposits                                                           $ 62,440
 Short-term borrowings                                                   304
 Long-term borrowings                                                  5,242
 Other liabilities                                                       239
 ----------------------------------------------------------------------------
     Total liabilities                                                68,225
 ----------------------------------------------------------------------------

 ----------------------------------------------------------------------------
 NET ASSETS ACQUIRED                                                $ 14,586
 ----------------------------------------------------------------------------



7. BUSINESS COMBINATION - FINANCIAL NATIONAL ELECTRONIC TRANSFER, INC.

On October 8, 2004 the Company  announced  that First Citizens had completed the
acquisition  of 100% of the  outstanding  common  shares of  Financial  National
Electronic  Transfer,  Inc.  ("FINET")  in a cash  transaction.  FINET is a data
processing  company  that  specializes  in the  processing  of  federal  benefit
payments and military allotments and is headquartered in Radcliff, Kentucky. The
results presented in the consolidated financial statements herein do not include
any  results  related  to this  acquisition  since it closed  during  the fourth
quarter of 2004.

The total cost  related to this  acquisition,  which has been paid  entirely  in
cash, was approximately $6.6 million. The following table presents the estimated
fair value of the assets  acquired  and the  liabilities  assumed at the date of
purchase.  The customer list  intangible of $2.4 million at acquisition is being
amortized  over a life of 10.5 years  under a  declining  amortization  schedule
through year 2013 with the remaining 11% amortized during year 2014. Goodwill is
not subject to periodic  amortization in the consolidated  financial statements,
but will be  deductible  for  federal  income tax  purposes  over a period of 15
years.  Management  expects certain minor  adjustments to the total  acquisition
costs, and thus goodwill, as execution cost amounts are finalized.


(In thousands)                                         October 8, 2004
-----------------------------------------------------------------------
ASSETS
Goodwill                                                       $ 3,864
Customer list intangible                                         2,414
Other assets                                                       300
-----------------------------------------------------------------------
   Total assets                                                $ 6,578
-----------------------------------------------------------------------

LIABILITIES

-----------------------------------------------------------------------
NET ASSETS ACQUIRED                                            $ 6,578
-----------------------------------------------------------------------


<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.  In general,
forward-looking statements relate to a discussion of future financial results or
projections,   future  economic   performance,   future  operational  plans  and
objectives,   and  statements  regarding  the  underlying  assumptions  of  such
statements.  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) and lower interest  margins;  competition
for the Company's customers from other providers of financial services;  deposit
outflows or reduced demand for financial services and loan products;  government
legislation,  regulation,  and changes in monetary  and fiscal  policies  (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; the capability of
the Company to  successfully  enter into a  definitive  agreement  for and close
anticipated transactions; the possibility that acquired entities may not perform
as well as  expected;  unexpected  claims or  litigation  against  the  Company;
technological  or  operational  difficulties;  and other risks or  uncertainties
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.  The Company  expressly  disclaims  any intent or  obligation to
update any  forward-looking  statements  after the date  hereof to conform  such
statements to actual results or to changes in our opinions or expectations.

RESULTS OF OPERATIONS

                    THIRD QUARTER 2004 VS. THIRD QUARTER 2003
                    -----------------------------------------

The Company reported net income for the three months ended September 30, 2004 of
$3.2 million,  a decrease of $702 thousand or 18.0% compared to $3.9 million for
the same period in 2003. On a basic and diluted per share basis,  net income was
$.47 for the current three month period, a decrease of $.11 or 19.0% compared to
the prior  year.  The  operating  results  related to the  previously  disclosed
acquisition  of  Citizens  Georgetown  are  included  in the  financial  results
presented herein  beginning as of July 1, 2004. Net loans and deposits  acquired
from  Citizens  Georgetown  on the date of purchase were $50.1 million and $62.4
million, respectively.

The  Company  reported  growth  in  net  interest  income  in  the  three  month
comparison.  The  increase in net  interest  income was driven by  increases  in
interest  income  on  loans  and  securities,   with  the  Citizens   Georgetown
acquisition accounting for most of the increased interest income on loans. Lower
noninterest income in the current three month reporting period offset the growth
in net  interest  income and is due  primarily  to a decrease in net  securities
gains and net gains on the sale of mortgage loans as compared to a year earlier.
An  increase  in other  operating  expenses,  particularly  personnel  costs and
amortization  expense negatively  impacted net income in the current three month
reporting period.

For the three month  period  ended  September  30,  2004,  net  interest  income
increased $1.6 million or 17.1% to $11.0 million. Approximately $364 thousand or
22.6% of the increase is attributed to the results of Citizens Georgetown. Other
noninterest  income declined $612 thousand or 11.9% to $4.5 million in the three
month  comparison.  The  decline  is due to lower net  securities  gains of $720
thousand or 87.6% in the  current  quarter  along with a $162  thousand or 58.7%
decline in net gains on the sale of mortgage  loans.  Origination  activity  for
mortgage loans originated for sale declined sharply in the quarterly  comparison
due to lower refinancing activity. Salaries and employee benefits increased $882
thousand or 17.0% to $6.1 million.  Approximately  $323 thousand or 36.6% of the
increase in salaries  and  employee  benefits  is  attributed  to the results of
Citizens Georgetown.  The remaining increase is due primarily to rising benefits
costs and normal salary increases.  Core deposit intangible amortization related
to the Citizens  Georgetown  acquisition  totaled  $128  thousand in the current
three month period. There is no related core deposit intangible amortization for
the prior period.

Return on average assets ("ROA") was .93% for the current quarter, a decrease of
31 basis  points  compared to 1.24%  reported  for the same period in 2003.  The
decrease in ROA is attributed to the impact of lower noninterest income relative
to average  assets of 31 basis points  combined with the increase in noninterest
expense  relative to average  assets of 27 basis  points.  Partially  offsetting
these negative  effects was a 25 basis point increase in net interest  margin to
3.78% from  3.53%.  Return on  average  equity  ("ROE")  was 9.98% for the third
quarter of 2004  compared to 12.44% in the same period of 2003.  The decrease is
due to lower net income  reported  in the  current  period  coupled  with a $3.1
million or 2.5% increase in average equity capital.

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

The  general  trend of the  interest  rate  environment  for  2003 was  downward
primarily as a result of previous  short-term  interest rate reductions taken by
the Federal Reserve Board ("Fed").  The effects of the downward trend in general
interest rates for 2003 continue to positively affect the Company's net interest
income during 2004. A significant amount of time deposits, the largest component
of  interest  bearing  liabilities,  have  repriced  to  lower  rates  and  have
contributed to an increase in net interest  income for the current  period.  The
repricing of time deposits for the Company have generally  taken longer to occur
than for other interest paying  liabilities  and interest  earning assets due to
their fixed nature and maturity characteristics.  The increase in the short-term
federal funds rate of 50 basis points by the Fed during the current  quarter did
not significantly  impact the Company's net interest income during the reporting
periods.

The net interest margin (TE) of the current  quarter  declined 5 basis points to
3.78% from the second quarter of 2004 reported amount of 3.83%.  This decline is
mainly  attributed  to an increase  in the overall  cost of funds in the current
quarter  compared  to the  preceding  quarter  and was driven  primarily  by the
Citizens Georgetown  acquisition.  The decline in net interest margin reverses a
trend of four  consecutive  quarters  whereby  net  interest  margin  has either
increased or remained level with its preceding quarter.

The  Company's  tax  equivalent  ("TE") yield on earning  assets for the current
three  months was 5.4%,  an increase of 16 basis  points from 5.2% from the same
period a year ago.  The cost of funds for the current  three  months was 1.9%, a
decline of 11 basis points compared to 2.0% in the same period a year earlier. A
goal of the  Company in the current  interest  rate  environment  is to increase
earning assets while maintaining  relatively low interest rates paid on interest
bearing   liabilities.   However,   many  of  the  Company's   funding  sources,
particularly  deposits,  have neared their repricing floors and are beginning to
edge  upward.   Average  earning  assets,  helped  by  the  Citizens  Georgetown
acquisition,  increased  $104.9 million or 9.4% to $1.2 billion in the quarterly
comparison.  As a percentage of total average assets, earning assets increased 3
basis points to 89.0% from 88.97%.

Interest income totaled $15.9 million for the third quarter of 2004, an increase
of $1.7  million or 12.3%  compared to the same  period in the prior  year.  The
increase was due mainly to higher loan balances resulting from both the Citizens
Georgetown  acquisition  and  internally  generated  loan growth,  along with an
increase from securities due to a higher average rate earned.  Interest  expense
totaled  $4.9  million,  an increase  of $131  thousand or 2.8% as the growth in
deposit accounts were nearly offset by lower average rates on time deposits. Net
interest  income  increased  $1.6 million or 17.1% in the comparison and totaled
$11.0 million for the three months ended September 30, 2004.

Interest and fees on loans totaled $12.8  million,  an increase of $854 thousand
or 7.2% mainly due to an increase in average loans  outstanding,  which offset a
decline in the average rate earned.  Average loans  increased  $113.2 million or
15.3% to $853.4 million in the comparison. Approximately $51.1 million or 45% of
the  increase  in  average  loans  outstanding  is  attributed  to the  Citizens
Georgetown  acquisition  and the  remaining  increase is due to  increased  loan
demand in a low rate environment. The tax equivalent yield on loans decreased 44
basis points to 6.0% from 6.4% and offset the effects of higher average balances
on  interest  income.  The  decrease  in yield is  reflective  primarily  of the
competitive markets where we operate.  The Citizens Georgetown  acquisition also
contributed  to a slight  decline  in the  yield  earned  on the loan  portfolio
resulting  from fair  market  value  purchase  adjustments.  Interest on taxable
securities  was $2.1 million,  an increase of $776 thousand or 58.9% due to both
increases in the average  balance  outstanding  and the average  rate earned.  A
higher  average  rate earned in the  current  period  accounted  for most of the
increase in interest  income,  as the prior period  average rate was  negatively
affected by unusually high premium  amortization on mortgage-backed  securities.
Prepayments on  mortgage-backed  securities in the prior year increased  greatly
due to corresponding  refinancing of home mortgages that serve as collateral for
these investment  securities.  The increase in prepayment  activity was directly
related to the historic low interest rate  environment  that existed  throughout
much of 2003. The average rate earned on taxable securities  increased 109 basis
points to 3.3% from 2.2% while the average  balance  increased  $15.8 million to
$253.2 million  compared to $237.4  million.  Interest on nontaxable  securities
increased $190 thousand or 23.5% due to a $21.9 million  increase in the average
balance to $97.4 million from $75.4 million.  The increase in average nontaxable
securities offset a 26 basis point decline in yield to 6.0% from 6.3%.  Interest
on short-term investments, including time deposits in other banks, federal funds
sold,  and  securities  purchased  under  agreements  to resell,  decreased  $79
thousand  due  primarily to a decrease in the average  balance to $14.3  million
from $60.3  million  that offset a 79 basis point  increase in the average  rate
earned on these investments of to 1.7% from .9%.

Interest  expense on deposits  decreased  $34 thousand or .8% to $4.0 million in
the quarterly  comparison.  The slight  decrease  resulted from a decline in the
average rate paid on time deposits that have  generally  repriced to lower rates
in the  comparison.  The decline in the average rates paid on time deposits were
partially  offset by  increased  average  rates on interest  bearing  demand and
savings  deposits,  which generally  reprice more quickly than time deposits and
have  moved  higher as a result of the recent  rate  increases  by the Fed.  The
average balance  outstanding in each of the deposit categories  increased in the
quarterly comparison as follows:  interest bearing demand $17.1 million or 7.5%;
savings  $17.0 million or 10.1%;  and time $47.8 million or 11.2%.  The Citizens
Georgetown  acquisition  accounted  for $8.2 million or 47.8% of the increase in
average  interest  bearing  demand,  $7.3  million or 42.8% of the  increase  in
average   savings,   and  $37.0  million  or  77.3%  of  average  time  deposits
outstanding.  The change in interest  expense on deposits  was as follows:  time
deposits $172 thousand or 5.1% decline;  interest  bearing  demand  deposits $78
thousand or 28.4% increase; and savings deposits $60 thousand or 16.3% increase.
The  average  rate paid on time  deposits,  the  largest  component  of interest
bearing  deposits,  was 2.7% for the third  quarter of 2004 compared to 3.2% for
the same period of 2003. The average  balance of time deposits  increased  $47.8
million or 11.2% to $473.9 million driven by a $37.0 million increase due to the
Citizens  Georgetown  acquisition.  The average  rate paid on  interest  bearing
demand  deposits  increased  9 basis  points to .6% from .5%  while the  average
balance  increased $17.1 million or 7.5% to $244.7 million,  with nearly half of
the increase attributed to the Citizens Georgetown acquisition. The average rate
paid on  savings  deposits  increased  5 basis  points to .9% while the  average
balance  increased $17.0 million or 10.1% to $184.8 million from $167.8 million.
The Citizens Georgetown  acquisition  accounted for $7.3 million or 42.8% of the
increase. Interest expense on overnight borrowings,  consisting of federal funds
purchased and securities  sold under  agreements to  repurchase,  increased $135
thousand as a 52 basis point increase in the average rate paid to 1.5% from 1.0%
combined with a $10.3 million or 13.9% increase in the average balance. Interest
expense on other borrowed funds  increased $30 thousand in the comparison due to
an increase in the average rate paid of 38 basis  points to 3.9% from 3.5%.  The
increase in the average rate paid offset a $2.8  million  decline in the average
balance outstanding to $59.1 million from $61.9 million.

The net interest margin (TE) increased 25 basis points to 3.78% during the third
quarter of 2004 compared to 3.53% in the third quarter of 2003.  The increase in
net interest margin is primarily  attributed to a 27 basis point increase in the
spread  between  rates  earned on earning  assets and the rates paid on interest
bearing  liabilities  to 3.52% in the  current  quarter  from 3.25% in the third
quarter of 2003. The effect of noninterest  bearing  sources of funds offset the
27 basis point  increase in spread by 2 basis points,  resulting in the 25 basis
point increase in net interest margin. The effect of noninterest bearing sources
of  funds  on  net  interest  margin  typically   declines  in  a  falling  rate
environment.

<PAGE>
The following tables present an analysis of net interest income for the
quarterly periods ended September 30.
<TABLE>
<CAPTION>

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
-----------------------------------------------------------------------------------------------------------------------------------
Quarter Ended September 30,                                        2004                                         2003
-----------------------------------------------------------------------------------------------------------------------------------
                                                 Average                         Average         Average                    Average
(In thousands)                                   Balance         Interest          Rate          Balance      Interest        Rate
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>                <C>      <C>             <C>              <C>
EARNING ASSETS
Investment securities
  Taxable                                    $   253,214        $  2,094           3.29%    $   237,389     $  1,318         2.20%
  Nontaxable1                                     97,371           1,475           6.03          75,434        1,195         6.29
Time deposits with banks, federal
 funds sold and securities purchased
 under agreements to resell                       14,328              62           1.72          60,342          141          .93
Loans1,2,3                                       853,402          12,851           5.99         740,215       11,991         6.43
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,218,315        $ 16,482           5.38%      1,113,380     $ 14,645         5.22%
-----------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (13,401)                                       (11,204)
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,204,914                                      1,102,176
-----------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           85,716                                         89,302
Premises and equipment, net                       26,976                                         24,260
Other assets                                      51,354                                         35,626
-----------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,368,960                                    $ 1,251,364
-----------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                    $   244,713        $    353            .57%    $   227,607     $    275          .48%
  Savings                                        184,811             429            .92         167,827          369          .87
  Time                                           473,856           3,217           2.70         426,007        3,389         3.16
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   84,679             317           1.49          74,362          182          .97
Other borrowed funds                              59,105             572           3.85          61,893          542         3.47
-----------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities        1,047,164        $  4,888           1.86%        957,696     $  4,757         1.97%
-----------------------------------------------------------------------------------------------------------------------------------
NONINTEREST BEARING LIABILITIES
Commonwealth of Kentucky deposits                 32,881                                         30,810
Other demand deposits                            151,325                                        131,681
Other liabilities                                 10,049                                          6,763
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,241,419                                      1,126,950
-----------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        127,541                                        124,414
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and
     shareholders' equity                    $ 1,368,960                                    $ 1,251,364
-----------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               11,594                                       9,888
TE basis adjustment                                                 (552)                                       (456)
-----------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                        $ 11,042                                    $  9,432
-----------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                                3.52%                                     3.25%
Impact of noninterest bearing sources
  of funds                                                                          .26                                       .28
-----------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                                3.78%                                     3.53%
-----------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $583 thousand and $563 thousand in 2004 and 2003, respectively.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
----------------------------------------------------------------------------------------------------
(In thousands)                                           Variance         Variance Attributed to
Quarter Ended September 30,                             2004/20031         Volume          Rate
----------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>            <C>
INTEREST INCOME
Taxable investment securities                            $   776         $    92        $    684
Nontaxable investment securities2                            280             588            (308)
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell           (79)           (489)            410
Loans2                                                       860           5,094          (4,234)
----------------------------------------------------------------------------------------------------
     Total interest income                                 1,837           5,285          (3,448)
----------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                              78              22              56
Savings deposits                                              60              38              22
Time deposits                                               (172)          1,632          (1,804)
Federal funds purchased and securities sold under
   agreements to repurchase                                  135              28             107
Other borrowed funds                                          30            (129)            159
----------------------------------------------------------------------------------------------------
     Total interest expense                                  131           1,591          (1,460)
----------------------------------------------------------------------------------------------------
Net interest income                                      $ 1,706         $ 3,694        $ (1,988)
----------------------------------------------------------------------------------------------------
Percentage change                                          100.0%          216.5%         -116.5%
----------------------------------------------------------------------------------------------------

1The  changes  that are not  solely  due to rate or volume  are  allocated  on a percentage  basis
 using the  absolute  values of rate and volume  variances as a basis for allocation.
2Income stated at fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
</TABLE>

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

Noninterest  income was $4.5  million  for the current  quarter and  represented
22.2% of total revenue,  compared to $5.2 million and 26.6%,  respectively,  for
the third  quarter of the prior  year.  The  largest  component  of  noninterest
income,  service  charges and fees on  deposits,  totaled  $2.2  million for the
quarter ended  September 30, 2004.  This represents an increase of $259 thousand
or 13.3% compared to the same quarter a year earlier.  The increase is primarily
attributed  to higher  overdraft  fees of $213  thousand  that was driven by the
Citizens Georgetown acquisition.  Other service charges,  commissions,  and fees
and data  processing  fees  remained  relatively  flat at $900 thousand and $340
thousand,  respectively.  Trust income totaled $416 thousand, an increase of $31
thousand or 8.1% compared to $385 thousand a year earlier. Net gains on the sale
of available for sale investment securities totaled $102 thousand as the Company
continues to manage the composition of its balance sheet in an effort to enhance
the risk-return  characteristics of its securities  portfolio.  Net gains on the
sale of  available  for sale  investment  securities  were $822  thousand in the
comparable  period a year  ago,  a  decrease  of $720  thousand  or 87.6% in the
comparison.  Net  gains on the sale of  mortgage  loans  were $114  thousand,  a
decrease of $162  thousand or 58.7% from $276  thousand in the prior year.  This
decline is  attributed  to a decline in mortgage  loans  originated  for sale of
$13.5 million or 73.4% in the comparison and is reflective of lower  refinancing
activity in the current period.  Consumer refinancing activity in the prior year
was driven by  historically  low  interest  rates.  Income from the  purchase of
company-owned life insurance declined $53 thousand or 12.7% to $363 thousand for
the current  three months due mainly as a result of the structure of fee vesting
schedules.  Other  noninterest  income totaled $94 thousand,  an increase of $39
thousand compared to the same period in the prior year.

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

Total noninterest  expenses were $11.0 million for the third quarter of 2004, an
increase of $1.8 million or 19.3% from the third quarter of 2003.  Approximately
$840 thousand or 47.2% of the increase in noninterest  expenses is attributed to
the Citizens Georgetown acquisition.  Salaries and employee benefits account for
a  significant  portion of the total  increase  in  noninterest  expense.  Total
salaries and benefits  increased  $882  thousand or 17.0% to $6.1 million in the
quarterly comparison,  with the Citizens Georgetown  acquisition  accounting for
$323  thousand or 36.6% of the  increase.  Employee  salary and related  payroll
expenses  increased $609 thousand or 14.9% in the comparison,  offset by noncash
compensation expense related to the Company's  nonqualified stock option plan of
$26  thousand or 24.8% due to the  structure of the vesting  schedule.  Employee
benefit  expenses  increased $299 thousand or 30.1% mainly as a result of higher
health  care  related  costs.  The  number  of full  time  equivalent  employees
increased to 496 from 450 reported in the comparable period,  with a significant
portion of the  increase  attributed  to the  Citizens  Georgetown  acquisition.
Occupancy expense, net of rental income, was $735 thousand,  an increase of $114
thousand  or 18.4%.  The  increase in  occupancy  expense is  attributed  to the
Citizens Georgetown acquisition along with higher maintenance expense. Equipment
expense  totaled  $1.0  million in the  current  quarter,  an  increase  of $106
thousand or 11.3% due primarily to increased  depreciation  expense and expenses
attributed to the Citizens Georgetown  acquisition.  Other noninterest expenses,
including  bank  franchise  taxes,  increased  $678  thousand  or  27.5% to $3.1
million.  Approximately  $307 thousand of the increase  relates to operations of
the newly acquired  Citizens  Georgetown.  Other  increases are  attributable to
Sarbanes-Oxley  compliance costs, core deposit amortization,  correspondent bank
fees related to higher transaction activity, and other general operating expense
increases.

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

Income tax expense for the third quarter of 2004 was $727  thousand,  a decrease
of $104 thousand or 12.5% from the same period a year earlier. The effective tax
rate  increased 96 basis points to 18.52% from 17.56% in 2003. The change in the
effective tax rate was not  significant  and was due to small changes in the mix
between taxable and nontaxable income.

             FIRST NINE MONTHS OF 2004 VS. FIRST NINE MONTHS OF 2003
             -------------------------------------------------------

Net income for the nine months ended  September  30, 2004 was $10.5  million,  a
decrease of $72 thousand or .7% compared to the nine months ended  September 30,
2003. Basic and diluted net income per share were $1.55 and $1.54, respectively,
for the current nine month period.  This  represents a decline of $.01 or .6% on
both a basic and diluted basis. The operating  results related to the previously
disclosed  acquisition  of Citizens  Georgetown  are  included in the  financial
results presented herein beginning as of July 1, 2004. Therefore,  the effect of
the  Citizens  Georgetown  acquisition  on the  fluctuations  for the nine month
period comparisons is not nearly as magnified as the quarterly amounts presented
above. Net loans and deposits  acquired from Citizens  Georgetown on the date of
purchase were $50.1 million and $62.4 million, respectively.

The Company reported growth in net interest income in the nine month comparison.
The increase in net interest  income was attributed to lower  interest  expense,
primarily on deposits,  combined with an increase in interest  income  primarily
from  securities.  Lower  noninterest  income  offset the growth in net interest
income and is due primarily to a decrease in net securities  gains and net gains
on the sale of  mortgage  loans as compared  to a year  earlier.  An increase in
other operating expenses,  particularly personnel costs and amortization expense
negatively impacted net income in the current reporting period.

For the nine  month  period  ended  September  30,  2004,  net  interest  income
increased $3.2 million or 11.2% to $31.9 million.  The amount  attributed to the
Citizens Georgetown acquisition,  which occurred during the current quarter, was
approximately  $364  thousand  or  11.3%  of the  increase.  Noninterest  income
declined $933  thousand or 6.8% to $12.9  million in the nine month  comparison.
The decline is due to lower net  securities  gains of $799  thousand or 82.7% in
the current nine months in addition to a $559  thousand or 70.9%  decline in net
gains on the sale of mortgage  loans.  Origination  activity for mortgage  loans
originated  for  sale  has  declined   sharply  from  2003  mainly  due  to  the
historically high refinancing activity that occurred during 2002 and 2003 driven
by the low interest rate environment.  Salaries and employee benefits  increased
$1.4 million or 8.9% to $16.8 million.  Approximately  $323 thousand or 23.4% of
the increase in salaries and employee  benefits is  attributed to the results of
the Citizens Georgetown acquisition.  The remaining increase is due primarily to
rising  benefits  costs and normal  salary  increases.  Core deposit  intangible
amortization  related  to  the  Citizens  Georgetown  acquisition  totaled  $128
thousand in the current  nine month  period.  There is no related  core  deposit
intangible amortization for the prior period.

ROA was 1.06% for the nine months  ended  September  30,  2004,  a decrease of 7
basis  points  from 1.13% in the same  period in 2003.  The  decrease  in ROA is
primarily  attributed  to the impact of lower  noninterest  income  relative  to
average  assets of 18 basis points,  lower earning  assets  contributing 8 basis
points, and the increase in noninterest  expense relative to average assets of 7
basis points.  Partially  offsetting these negative effects was a 23 basis point
increase in net interest  margin to 3.81% from 3.58%.  Return on average  equity
("ROE")  was 11.0% for the nine months  ended  September  30,  2004  compared to
11.27%  in the same  period of 2003.  The  decrease  is due to lower net  income
reported in the current  period  coupled with a $2.2 million or 1.7% increase in
average equity capital.

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

The  general  trend of the  interest  rate  environment  for  2003 was  downward
primarily as a result of previous  short-term  interest rate reductions taken by
the Fed. The effects of the downward  trend in general  interest  rates for 2003
continue to positively  affect the Company's net interest  income during 2004. A
significant  amount of time deposits,  the largest component of interest bearing
liabilities, have repriced to lower rates and have contributed to an increase in
net interest income for the current  period.  The repricing of time deposits for
the Company have generally  taken longer to occur than for other interest paying
liabilities  and interest  earning assets due to their fixed nature and maturity
characteristics.  The increase in the short-term  federal funds rate of 75 basis
points by the Fed during the current  nine months did not  significantly  impact
the  Company's net interest  income  during the  reporting  periods as they were
weighted closer to the end of the current nine-month period.

The Company's tax equivalent yield on earning assets for the current nine months
was virtually unchanged at 5.4% compared to the same period a year ago. The cost
of funds for the  current  nine  months was 1.8%,  a decline of 35 basis  points
compared to 2.2% in the same period a year earlier. A goal of the Company in the
current  interest  rate  environment  is to  increase  earning  assets and while
maintaining  relatively low interest rates paid on interest bearing liabilities.
However,  many of the Company's  funding sources,  particularly  deposits,  have
neared their repricing floors and are beginning to edge upward.  Average earning
assets,  primarily loans, increased $50.0 million or 4.4% to $1.2 billion in the
comparison.  The acquisition of Citizens Georgetown contributed $21.4 million to
the increase in average earning assets for the period.  As a percentage of total
average assets,  earning assets  decreased to 89.03% from 90.57%.  This decrease
had the effect of lowering ROA by 7 basis points in the comparison.

Interest  income  totaled  $45.6  million for the first nine months of 2004,  an
increase of $1.5 million or 3.4%  compared to the same period in the prior year.
The increase was due primarily to interest income on securities,  which included
unusually high premium  amortization in the prior year. Interest expense totaled
$13.6  million,  a decrease of $1.7  million or 11.1%.  The decrease in interest
expense is due  mainly to lower  rates  paid on time  deposits,  which more than
offset the effect of an increase in the average balance.  Net interest grew $3.2
million or 11.2% in the  comparison  and totaled  $31.9 million at September 30,
2004.

Interest and fees on loans were relatively  unchanged at $36.3 million.  Average
loans increased $60.8 million or 8.2% to $800.3 million in the comparison due to
higher loan demand in a low rate environment and, to a lesser extent,  the loans
acquired in the Citizens Georgetown acquisition.  The growth in loans was offset
by a decrease in the average rate earned,  which was negatively impacted by both
competitive  market  conditions  on new and  renewed  loans as well as the loans
acquired in the Citizens  Georgetown  acquisition.  The tax equivalent  yield on
loans decreased 51 basis points to 6.1% from 6.6% in the nine month  comparison.
Interest on taxable securities was $6.1 million,  an increase of $1.3 million or
26.2% due an  increase  in the  average  rate  earned  and the  effect of higher
premium   amortization  on   mortgage-backed   securities  in  the  prior  year.
Prepayments on mortgage-backed  securities  increased greatly during 2003 due to
corresponding  refinancing  of home mortgages that serve as collateral for these
investment  securities.  The increase in activity  was  directly  related to the
lower interest rate environment.  The average rate earned on taxable  securities
increased 66 basis points to 3.2% from 2.6% while the average balance  increased
$810  thousand  or .3% to $251.2  million.  Interest  on  nontaxable  securities
increased $538 thousand or 22.5% due to a $22.8 million or 31.5% increase in the
average  balance to $95.2  million from $72.4  million.  Interest on  short-term
investments,  including  time deposits in other banks,  federal funds sold,  and
securities purchased under agreements to resell,  decreased $308 thousand due to
a decrease in the  average  balance  maintained  on these  investments  of $34.4
million or 53.5% and a 5 basis point decline in the average rate earned to 1.1%

Interest expense on deposits decreased $1.7 million or 13.2% to $11.3 million in
the nine month comparison.  This decrease resulted from a general decline in the
average rate paid on the time and interest  bearing demand  deposit  portfolios,
which  correlates  with the  general  decline  in market  interest  rates in the
reporting  periods.  The decline in the average  rates paid on time and interest
bearing demand deposits offset a general increase in their average balances. The
decline in interest  expense on deposits is attributed to a decrease in interest
on time deposits of $1.7 million or 15.6% and interest  bearing demand  deposits
of $56 thousand or 5.7%.  These  decreases  were offset by a slight  increase in
interest on savings  deposits of $13 thousand or 1.1%.  The average rate paid on
time deposits,  the largest component of interest bearing deposits, was 2.7% for
the nine months ended September 30, 2004 compared to 3.4% for the same period of
2003. The average  balance of time deposits  increased  $19.9 million or 4.7% to
$443.2  million.  The average  rate paid on  interest  bearing  demand  deposits
declined  7 basis  points to .5% from .6% while the  average  balance  increased
$15.7  million  or 7.0% to $238.9  million.  The  average  rate paid on  savings
deposits  decreased 10 basis  points to .9% from 1.0% while the average  balance
increased $21.8 million or 13.0% to $188.8 million from $167.0 million. Interest
expense on overnight  borrowings,  consisting  of federal  funds  purchased  and
securities  sold under  agreements  to  repurchase,  totaled $784  thousand,  an
increase  of $100  thousand  or 14.6%  due to a 5 basis  point  increase  in the
average  rate paid along with a $8.0  million or 10.7%  increase  in the average
balance. Interest expense on other borrowed funds decreased $82 thousand or 5.0%
due to a lower  average  balance  outstanding,  which  offset an increase in the
average rate paid.  The average  balance of other  borrowed  funds totaled $56.2
million, a decrease of $8.6 million or 13.3% in the comparison. The average rate
paid on other borrowed funds increased 33 basis points to 3.7% from 3.4%.

The net interest  margin (TE) increased 23 basis points to 3.81% during the nine
months ended  September  30, 2004  compared to 3.58% in the same period of 2003.
The increase in net interest margin is primarily  attributed to a 31 basis point
improvement  in the spread  between rates earned on earning assets and the rates
paid on interest  bearing  liabilities  to 3.56% in the current nine months from
3.25% in the same period in 2003. The effect of noninterest  bearing  sources of
funds offset the 31 basis point increase in spread by 8 basis points,  resulting
in the 23 basis point  increase  in margin.  The effect of  noninterest  bearing
sources of funds on net  interest  margin  typically  declines in a falling rate
environment.
<PAGE>
<TABLE>
<CAPTION>

The  following  tables  present an analysis of net interest  income for the nine
months ended September 30.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
------------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30,                                  2004                                         2003
------------------------------------------------------------------------------------------------------------------------------------
                                                 Average                        Average       Average                       Average
(In thousands)                                   Balance         Interest        Rate         Balance        Interest         Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>             <C>       <C>               <C>              <C>
EARNING ASSETS
Investment securities
  Taxable                                    $   251,213        $  6,079        3.23%     $   250,403       $  4,818         2.57%
  Nontaxable1                                     95,204           4,329        6.07           72,405          3,523         6.51
Time deposits with banks, federal
  funds sold and securities purchased
  under agreements to resell                      29,934             247        1.10           64,310            555         1.15
Loans1,2,3                                       800,269          36,554        6.10          739,505         36,575         6.61
------------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,176,620        $ 47,209        5.36%       1,126,623       $ 45,471         5.40%
------------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (12,063)                                     (11,244)
------------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,164,557                                    1,115,379
------------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           90,450                                       74,655
Premises and equipment, net                       25,136                                       24,206
Other assets                                      41,462                                       29,634
------------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,321,605                                  $ 1,243,874
------------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                    $   238,853        $    926         .52%     $   223,166       $    982          .59%
  Savings                                        188,795           1,253         .89          167,014          1,240          .99
  Time                                           443,194           9,096        2.74          423,319         10,774         3.40
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   82,682             784        1.27           74,668            684         1.22
Other borrowed funds                              56,155           1,567        3.73           64,750          1,649         3.40
------------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities        1,009,679        $ 13,626        1.80%         952,917       $ 15,329         2.15%
------------------------------------------------------------------------------------------------------------------------------------
NONINTEREST BEARING LIABILITIES
Commonwealth of Kentucky deposits                 36,780                                       34,130
Other demand deposits                            139,701                                      125,224
Other liabilities                                  8,526                                        6,843
------------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,194,686                                    1,119,114
------------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        126,919                                      124,760
------------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and
     shareholders' equity                    $ 1,321,605                                  $ 1,243,874
------------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               33,583                                      30,142
TE basis adjustment                                               (1,647)                                     (1,417)
------------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                        $ 31,936                                    $ 28,725
------------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                             3.56%                                        3.25%
Impact of noninterest bearing sources
  of funds                                                                       .25                                          .33
------------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                             3.81%                                        3.58%
------------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $1.8 million and $1.7 million in 2004 and 2003, respectively.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
----------------------------------------------------------------------------------------------------------------
(In thousands)                                                     Variance        Variance Attributed to
Nine Months Ended September 30,                                   2004/20031       Volume           Rate
----------------------------------------------------------------------------------------------------------------
<S>                                                                <C>           <C>             <C>
INTEREST INCOME
Taxable investment securities                                      $ 1,261       $    16         $  1,245
Nontaxable investment securities2                                      806         1,189             (383)
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell                    (308)         (285)             (23)
Loans2                                                                 (21)        3,879           (3,900)
----------------------------------------------------------------------------------------------------------------
     Total interest income                                           1,738         4,799           (3,061)
----------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                                       (56)           96             (152)
Savings deposits                                                        13           196             (183)
Time deposits                                                       (1,678)          762           (2,440)
Federal funds purchased and securities sold under
   agreements to repurchase                                            100            73               27
Other borrowed funds                                                   (82)         (294)             212
----------------------------------------------------------------------------------------------------------------
     Total interest expense                                         (1,703)          833           (2,536)
----------------------------------------------------------------------------------------------------------------
Net interest income                                                $ 3,441       $ 3,966         $   (525)
----------------------------------------------------------------------------------------------------------------
Percentage change                                                    100.0%        115.3%           -15.3%
----------------------------------------------------------------------------------------------------------------

1The changes that are not solely due to rate or volume are allocated on a percentage basis using the absolute
 values of rate and volume variances as a basis for allocation.
2Income stated at fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
</TABLE>

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

Noninterest  income was $12.9  million or 22.0% of total  revenue  for the first
nine months of 2004,  compared to $13.8 million and 23.8%,  respectively for the
same period a year earlier.  This  represents a decrease of $933 or 6.8% and 184
basis points, respectively. The largest component of noninterest income, service
charges and fees on deposits,  increased  $389 thousand or 6.7% to $6.2 million.
The increase is mainly due to higher  overdraft  fees of $331  thousand or 8.9%.
Moderate growth in overdraft fees occurred in most of our market areas,  but was
fueled by the Citizens Georgetown acquisition, which accounted for nearly 51% of
the  increase.  Other service  charges,  commissions,  and fees were  relatively
unchanged at $2.7 million.  Data  processing fees were down 1.5% to $1.1 million
as  higher  fees for  paper  check  processing  is down in  favor  or lower  fee
electronic  transactions.  Trust fees  increased  $47  thousand  or 3.9% to $1.2
million.  Net gains on the sale of available  for sale  securities  totaled $167
thousand,  a decrease of $799  thousand  or 82.7%  compared to the same period a
year ago as the Company continues to manage the composition of its balance sheet
in an  effort to  enhance  the  risk-return  characteristics  of its  securities
portfolio.  Net  gains on the sale of  mortgage  loans  were  $229  thousand,  a
decrease of $559  thousand or 70.9% from $788  thousand in the prior year.  This
decline is  attributed  to a decline in mortgage  loans  originated  for sale of
$38.9 million or 72.8% in the comparison and is reflective of lower  refinancing
activity in the current period.  Consumer refinancing activity in the prior year
was driven by  historically  low  interest  rates.  Income from the  purchase of
company-owned life insurance increased $41 thousand or 3.8% due to a combination
of the fee schedule structure and the timing of the purchase.  The insurance was
purchased  near the end of the first  quarter of 2003,  which  results in a full
nine months of income  recorded in the current year  compared to seven months in
the prior year. Other noninterest income totaled $170 thousand, a decline of $28
thousand in the prior year.

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

Noninterest expenses totaled $30.3 million for the first nine months of 2004, an
increase  of  $2.5  million  or  8.9%  compared  to the  same  period  in  2003.
Approximately  $840  thousand  or 33.8% of the  increase  is  attributed  to the
operations of the newly acquired Citizens Georgetown during the third quarter of
2004.  Salaries  and employee  benefits,  the largest  component of  noninterest
expense,  accounts for $1.4  million or 55.5% of the increase and totaled  $16.8
million at  September  30, 2004.  Included in the $1.4 million  increase is $323
thousand related to the operations of the Citizens Georgetown.  Employee benefit
expenses increased $560 thousand or 19.3% primarily due to increased health care
costs  and the  timing  effect  of  additional  costs  associated  with  the new
postretirement  health insurance coverage initiated late in the first quarter of
2003. Salary and related payroll expenses increased $917 thousand or 7.5% in the
comparison due to increased  personnel and normal salary increases while noncash
compensation  expense  related to the Company's  nonqualified  stock option plan
declined $99 thousand or 31.5% due to the structure of the vesting schedule. The
number of full time equivalent  employees  increased to 496 from 450 reported in
the prior period,  with a significant  portion of the increase attributed to the
Citizens  Georgetown  acquisition.  Occupancy  expense,  net of  rental  income,
increased $110 thousand or 5.7% and totaled $2.0 million. Approximately 48.2% of
the  increase  in net  occupancy  expense is  attributed  to the  operations  of
Citizens  Georgetown along with higher utilities  costs.  Equipment  expense was
$2.9 million,  an increase of $119 thousand or 4.3% due to the operations of the
newly acquired Citizens Georgetown.  Other noninterest expenses,  including bank
franchise taxes, increased $877 thousand or 11.5% to $8.5 million. Approximately
$307  thousand or 35.0% of the increase is  attributed to operations of Citizens
Georgetown.   Other   significant   factors   include   increases   related   to
Sarbanes-Oxley  compliance and core deposit  amortization.  There was no related
core deposit amortization in the prior nine month period.

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

Income  tax  expense  for the  first  nine  months of 2004 was $2.6  million,  a
decrease of $235  thousand  or 8.4% from $2.8  million in the same period a year
earlier. The effective tax rate decreased 131 basis points to 19.75% from 21.06%
in 2003. The change in the effective tax rate was not significant and was due to
small changes in the mix between taxable and nontaxable income.

FINANCIAL CONDITION

Total  assets were $1.4  billion on  September  30,  2004,  an increase of $57.7
million or 4.4% from  December 31, 2003.  The increase in assets was driven by a
$115.0  million or 15.4%  increase  in net loans,  which were  helped by a $47.3
million increase in loans attributed to the newly acquired Citizens  Georgetown.
Offsetting the increase in loans were decreases in both cash and  equivalents of
$23.6  million or 18.5% and  investment  securities  of $48.7  million or 12.7%.
Other  assets,  including  $4.8  million in  goodwill  and $2.1  million in core
deposit intangibles related to the Citizens  Georgetown  acquisition,  increased
$15.3  million  or 24.1%  since  year end 2003.  The  increase  in total  assets
correlates to additional  funding  sources,  primarily  $43.0 million or 4.0% in
additional  deposits and $4.7 million or 3.7% in additional equity. The increase
in deposits is mainly due to the  Citizens  Georgetown  acquisition,  which were
$59.3 million at September 30, 2004. Total  shareholders'  equity increased $4.7
million or 3.7% due mainly to an increase in retained  earnings of $3.8  million
or 2.6%.

Management of the Company considers it noteworthy to understand 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,
checks are drawn on Farmers Bank by these agencies,  which include 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 also 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.  Therefore,  reviewing average balances is
also important to understanding the financial condition of the Company.

On an average basis, total assets were $1.3 billion for the first nine months of
2004, an increase of $70.9 million or 5.7% from year-end 2003. Average earning
assets, primarily loans and securities, were $1.2 billion at September 30, 2004,
an increase of $49.2 million or 4.4% from year-end 2003. Average earning assets
represent 89.03% of total average assets on September 30, 2004, a decrease 111
basis points compared to 90.14% at year-end 2003.

LOANS
-----

Loans, net of unearned income,  totaled $872.6 million at September 30, 2004, an
increase of $116.7 million or 15.4% from year-end  2003. The  composition of the
loan portfolio is summarized in the table below.

--------------------------------------------------------------------------------
                                      September 30, 2004       December 31, 2003
(Dollars in thousands)                   Amount       %          Amount      %
--------------------------------------------------------------------------------

Commercial, financial,
  and agriculture                      $ 132,755    15.2%     $ 110,657    14.6%
Real estate - construction                61,763     7.1         45,390     6.0
Real estate mortgage - residential       312,651    35.8        270,638    35.8
Real estate mortgage - farmland and
  Other commercial enterprises           251,210    28.8        222,100    29.4
Installment                               75,825     8.7         71,565     9.5
Lease financing                           38,434     4.4         35,595     4.7
--------------------------------------------------------------------------------
     Total                             $ 872,638   100.0%     $ 755,945   100.0%
--------------------------------------------------------------------------------

On average,  loans  represented  68.0% of earning assets during the current nine
month period compared to 65.8% for year-end 2003. As loan demand fluctuates, the
available  funds are  reallocated  between  loans and  lower  earning  temporary
investments or investment securities, which typically have lower credit risk and
lower yields.

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

The  allowance  for loan losses was $13.3  million at  September  30,  2004,  an
increase of $2.0 million or 17.7% from the prior  year-end.  Citizen  Georgetown
accounts  for $1.6  million or 81.3% of the  increase.  The  allowance  for loan
losses was 1.52% of loans net of  unearned  income at  September  30,  2004,  an
increase of 3 basis points from 1.49% from December 31, 2003.  The provision for
loan losses  increased  $24  thousand  or 3.7% and $101  thousand or 7.3% in the
current three-month and nine-month periods,  respectively,  compared to the same
periods in 2003.  The  Company had net  charge-offs  of $797  thousand  and $1.5
million in the current three and nine months of 2004, respectively,  compared to
net  charge-offs  of $671 thousand and $1.3 million in the same periods of 2003.
Annualized  net  charge-offs  represent  .37% and .25% of average  net loans for
three and nine months ended September 30, 2004, respectively compared to .32% at
year-end  2003.  The allowance for loan losses as a percentage of  nonperforming
loans  totaled  133.1% and 123.9% at  September  30, 2004 and December 31, 2003,
respectively.  The  increase  is  primarily  reflective  of the  increase in the
allowance  for loans  losses,  which  grew more  rapidly  than the  increase  in
nonperforming  loans  of $875  thousand  to  $10.0  million  in the  comparison.
Management  continues to emphasize  collection  efforts and  evaluation of risks
within the loan portfolio.

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

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate  owned,  and other  foreclosed  assets.  Nonperforming  loans  consist of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming assets totaled $14.7 million at
September  30,  2004,  an  increase  of $3.5  million  or 31.2%  from the  prior
year-end.  The increase in  nonperforming  assets was mainly  attributed  to the
Citizens  Georgetown  acquisition,   which  added  $2.7  million  to  period-end
balances.  Nonperforming  loans  totaled $10.0 million at September 30, 2004, an
increase of $875 thousand or 9.6% compared to year-end 2003. The net increase in
nonperforming loans include a $1.9 million or 35.5% increase in nonaccrual loans
to $7.1  million  offset by a $990  thousand or 25.7%  decline in loans past due
ninety days or more on which  interest is still  accruing  that  totaled $2.9 at
September 30, 2004. The Citizens Georgetown acquisition contributed $2.1 million
to nonperforming loans totals, including $1.7 million in nonaccrual loans at the
end of the current reporting period.  Nonperforming loans also include a pool of
constructions loans secured by residential real estate to a financially troubled
builder.  This pool of loans  totaled  $1.3  million at  September  30,  2004, a
decrease of $2.9 million or 68.3% from the prior year end.  Nonperforming  loans
as a percentage  of net loans were 1.1% at  September  30, 2004, a decrease of 7
basis points from 1.2% compared to year-end 2003.

Other real estate owned,  which had a balance of $1.8 million at year-end  2003,
increased  $2.7 million to $4.5 million on September  30, 2004.  The increase in
other real estate  owned  includes  $2.8 million of the  underlying  real estate
collateral  on the pool of loans to a  financially  troubled  builder  mentioned
above being transferred to the Company through foreclosure.

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

Temporary  investments  consist of interest  bearing  deposits with other banks,
federal funds sold,  and  securities  purchased  under  agreements to resell and
totaled  $16.0  million at September  30,  2004, a decrease of $11.6  million or
41.9% from year-end 2003.  Temporary  investments averaged $29.9 million for the
first nine months of 2004,  a decrease of $29.5  million or 49.6% from  year-end
2003.  The decrease is primarily a result of the Company's net funding  position
and the  relationship  between its principal  subsidiary and the Commonwealth of
Kentucky  as  described  in  preceding   sections  of  this  report.   Temporary
investments  are  reallocated as loan demand and other  investment  alternatives
present the opportunity.

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

Investment  securities  were $334.2 million on September 30, 2004, a decrease of
$48.7 million or 12.7% from year-end 2003. This decrease offset the effect of an
additional  $12.2  million  in  investment  securities  at the end of the period
attributed to the Citizens Georgetown  acquisition.  Available for sale and held
to maturity  securities  were $312.6  million and $21.6  million,  respectively.
Investment securities averaged $346.4 million for the first nine months of 2004,
an increase of $20.7 million or 6.4% from year-end 2003. The increase in average
investment  securities  was  driven  by a $19.5  million  or 25.8%  increase  in
nontaxable  securities and is attributable to the Company's continued efforts to
manage  the  composition  of its  balance  sheet in an  effort  to  enhance  the
risk-return   characteristics  of  its  securities  portfolio  in  a  continuing
difficult economic environment.  The Company had an unrealized gain on available
for sale investment securities of $3.4 million at September 30, 2004 compared to
an unrealized  gain of $3.3 million at year-end  2003 and an unrealized  loss of
$3.5 million at June 30, 2004. The $6.8 million  increase in the current quarter
is due  primarily to the impact of changing  economic  conditions,  including an
increase  in  short-term  market  interest  rates  near the end of the  previous
quarter that lowered the value of the  portfolio in that  reporting  period.  As
overall  market  rates  have  drifted  downward  for the  current  quarter,  the
portfolio has increased in value.  Market values of fixed rate  investments  are
inversely related to changes in market interest rates.

COMPANY-OWNED LIFE INSURANCE
----------------------------

The Company  purchased  life insurance  policies on certain key employees,  with
their  knowledge and consent,  during the first  quarter of 2003.  Company-owned
life insurance is recorded at its cash surrender value, i.e. the amount that can
be realized,  on the  consolidated  balance  sheets.  The related change in cash
surrender  value and  proceeds  received  under the policies are reported on the
consolidated  statements of income under the caption "Income from  company-owned
life  insurance".  Expected  income from the purchase of the insurance  policies
will be used to offset the rising costs of the Company's  various  benefit plans
as well as the  additional  costs  of the new  postretirement  health  insurance
program  implemented  during 2003.  Company-owned  life insurance  totaled $26.6
million at September 30, 2004, an increase of $1.1 million or 4.4% from year-end
2003.

DEPOSITS
--------

Total  deposits  were $1.1 billion at September  30, 2004,  an increase of $43.0
million or 4.0% from year-end 2003. Noninterest bearing deposits decreased $15.9
million or 7.0% in the  comparison.  This  decrease is primarily  due to a $25.0
million or 30.4% decline in balances with the  Commonwealth  of Kentucky.  Large
fluctuations  in  deposits  from  the  Commonwealth  of  Kentucky  are  typical.
Additional   information   regarding  the  relationship  between  the  Company's
principal  subsidiary and the Commonwealth of Kentucky is described in preceding
sections of this report.  On average,  noninterest  bearing deposits were $176.5
million  during the current  period,  an increase of $14.5  million or 9.0% from
year-end 2003.

End of period interest bearing deposit balances were $900.6 million, an increase
of $58.9 million or 7.0% compared to year-end  2003.  The increase is mainly due
to the Citizens Georgetown acquisition that accounted for $51.6 million or 87.6%
of the  increase.  The increase in interest  bearing  deposit  accounts  include
higher  interest  bearing  checking  accounts  of $1.5  million or .6%,  savings
accounts of $2.6 million or 3.6%,  and time  deposits of $67.9 million or 16.1%.
The Citizens Georgetown  acquisition  accounts for $36.6 million of the increase
in time  deposits.  Offsetting  these  increases  was a decline in money  market
deposit  accounts  of $13.1  million  or 11.4%.  On  average,  interest  bearing
deposits were $870.8 million in the current period, an increase of $48.9 million
or 6.0% from year-end 2003. The increase in average interest bearing deposits is
attributable to growth  throughout the entire deposit  portfolio  represented as
follows: interest bearing demand deposits of $11.6 million or 5.1%, money market
deposit  accounts of $6.4  million or 6.0%,  time  deposits of $20.4  million or
4.8%, and savings  accounts of $10.4 million or 16.2%.  Total deposits  averaged
$1.0 billion,  an increase of $63.4 million or 6.4% from year-end 2003. Borrowed
Funds

Borrowed funds totaled $122.0 million at September 30, 2004, an increase of $8.4
million or 7.4% from  $113.5  million  at  year-end  2003.  A $1.1  million  net
increase in  long-term  borrowings  and a $7.3  million  increase in  short-term
borrowings accounted for the increase in borrowed funds. Federal funds purchased
and  securities  sold under  agreements to repurchase  increased $6.3 million or
11.1%  due  primarily  to  increased  correspondent  banking  activity  and  the
relationship  between the Company's principal subsidiary and the Commonwealth of
Kentucky as  described in preceding  sections of this report.  Other  short-term
borrowings  increased  $1.0  million  to  $1.4  million  due to  additional  net
borrowings from the Federal Home Loan Bank ("FHLB").  The $1.1 million  increase
in long-term  borrowings  is mainly  attributed  to $5.2  million in  additional
borrowing  from the FHLB due to the Citizens  Georgetown  acquisition  offset by
$4.1 million in net  repayments  to the FHLB during the period.  Total  borrowed
funds averaged $138.8 million, an increase of $5.6 million or 4.2% from year-end
2003.

LIQUIDITY

The Parent  Company's  primary use of cash consists of dividend  payments to its
common shareholders,  purchases of its common stock, corporate acquisitions, and
other  general  operating  purposes.  Liquidity  of the Parent  Company  depends
primarily  on the  receipt  of  dividends  from its  subsidiary  banks  and cash
balances maintained.  As of September 30, 2004 combined retained earnings of the
subsidiary banks were $50.0 million, of which $3.0 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.  During the
current  nine  months  ended  September  30,  2004 the Parent  Company  received
dividends of $4.3 million from its bank subsidiaries. Management expects that in
the  aggregate,  its  subsidiary  banks will continue to have the ability to pay
dividends in order to provide funds to the Parent  Company  during the remainder
of 2004  sufficient to meet its  liquidity  needs.  The Parent  Company had cash
balances  of $12.2  million at  September  30,  2004.  Additionally,  the Parent
Company has a $10.0 million unsecured line of credit with an unrelated financial
institution  available for general corporate purposes.  This line of credit will
mature on May 31, 2005.

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; FHLB borrowings; and federal funds purchased and securities sold under
agreements to repurchase. As of September 30, 2004 the Company had approximately
$184.9  million in additional  borrowing  capacity  under various FHLB,  federal
funds, and other borrowing agreements.  There is no guarantee that these sources
of  funds  will  continue  to be  available  to the  Company,  or  that  current
borrowings can be refinanced upon maturity, although the Company is not aware of
any events or uncertainties that are likely to cause a decrease in our liquidity
from these sources.

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

Liquid assets consist of cash, cash  equivalents,  and securities  available for
sale. At September 30, 2004, such assets totaled $416.2  million,  a decrease of
$69.2  million or 14.2% from  year-end  2003.  The decrease in liquid  assets is
attributed to the overall  funding  position of the Company,  including  deposit
activity  of the  Commonwealth  of  Kentucky.  Net cash  provided  by  operating
activities  was $13.0  million in the first nine  months of 2004,  a decrease of
$4.2 million from $17.3  million in the same  nine-month  period last year.  Net
cash  used in  investing  activities  was  $14.1  million  compared  to net cash
provided by investing  activities of $67.8 million in the prior year.  The $81.9
decrease  in the  nine-month  comparison  is due  primarily  to a $36.5  million
decrease from investment securities transactions,  $63.1 million related to loan
growth, and $5.8 million attributed to net cash used in the purchase of Citizens
Georgetown.  The  purchase of  company-owned  life  insurance  in the prior year
created an  additional  $24.0 million cash outflow while there were no purchases
in the current nine  months.  Net cash used in  financing  activities  was $22.5
million for the nine months ended  September  30, 2004 compared to $16.2 million
in the prior  year.  The $6.3  million  increase  in net cash used is related to
higher net cash outflows of deposits offset by higher borrowing  activity during
the current nine-month period compared to the activity in the same period a year
earlier.

Commitments  to  extend  credit  are  considered  in  addressing  the  Company's
liquidity  management.   The  Company  does  not  expect  these  commitments  to
significantly effect the liquidity position in future periods.

CAPITAL RESOURCES

Shareholders'  equity was $131.2  million on September  30, 2004, an increase of
$4.7 million or 3.7% from year-end 2003  primarily due to a $3.8 million or 2.6%
increase in retained earnings.  Retained earnings increased as a result of $10.4
million in net income  offset by $6.7 million,  or $.99 per share,  in dividends
declared  during the first nine months of 2004.  The Company  issued 28 thousand
and one  thousand  shares of common  stock  during the first nine months of 2004
pursuant to its nonqualified stock option plan and employee stock purchase plan,
respectively.  The issuance of these shares  increased  shareholders'  equity by
$731  thousand.  Offsetting  this increase was the purchase of  approximately  2
thousand shares of outstanding common stock during the first nine months of 2004
for a total cost of $86 thousand.

In comparison to the prior quarter,  shareholders  equity increased $5.8 million
due mainly to a $4.5 million increase in accumulated other comprehensive income.
Accumulated other comprehensive  income,  consisting of unrealized holding gains
on available for sale investment  securities (net of tax),  increased sharply in
the current  quarter due to an  increase in the market  value of the  investment
securities  portfolio.  The $4.5 million  increase during the current quarter is
due  primarily  to the impact of  changing  economic  conditions,  including  an
increase  in  short-term  market  interest  rates  near the end of the  previous
quarter that lowered the value of the  portfolio in that  reporting  period.  As
overall market rates have drifted downward in the current quarter, the portfolio
has increased in value.  Market values of fixed rate  investments  are inversely
related to changes in market interest rates.

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,  2004,  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             13.19%                4.00%              6.00%
Total risk based              14.45%                8.00%             10.00%
Leverage                       8.96%                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, 2004.

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

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

At  September  30,  2004,  the model  indicated  that if rates were to gradually
increase by 75 basis points during the calendar year,  then net interest  income
and net income would  increase .14% and .35%,  respectively  for the year ending
December 31, 2004. The model indicated that if rates were to gradually  decrease
by 75 basis points over the same period, then net interest income and net income
would decrease .36% and .91%, respectively.

In the current low interest rate environment, it is not practical or possible to
reduce certain  deposit rates by the same magnitude as rates on earning  assets.
The average  rates paid on some of the Company's  deposits are below 1.0%.  This
situation  magnifies the model's  predicted  results when modeling a decrease in
interest rates, as earning assets with higher yields have more of an opportunity
to reprice at lower rates than lower-rate deposits.

ITEM 4. CONTROLS AND PROCEDURES
-------------------------------

The Company's Chief Executive  Officer and Chief Financial Officer have reviewed
and evaluated the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of the  end of the  period  covered  by  this  report,  and  have
concluded that the Company's  disclosure  controls and procedures  were adequate
and effective to ensure that all material  information  required to be disclosed
in this report has been made known to them in a timely fashion.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the Chief Executive Officer and Chief Financial  Officers  evaluation,  nor were
there any material weaknesses in the controls which required corrective action.

PART II - OTHER INFORMATION

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

As of  September  30,  2004,  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  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 2 - CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER REPURCHASES OF EQUITY
--------------------------------------------------------------------------------
         SECURITIES
         ----------

The following table provides  information with respect to shares of common stock
repurchased by the Company during the quarter ended September 30, 2004.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                               Total Number of Shares    Maximum Number of Shares
                                                                                Purchased as Part of          that May Yet Be
                                     Total Number of    Average Price Paid    Publicly Announced Plans      Purchased Under the
     Period                          Shares Purchased        per Share              or Programs              Plans or Programs
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                       <C>                       <C>
July 1, 2004 to
July 31, 2004                                                                                                     199,126
-----------------------------------------------------------------------------------------------------------------------------------
August 1, 2004 to
August 31, 2004                            403                $ 32.60                   403                       198,723
-----------------------------------------------------------------------------------------------------------------------------------
September 1, 2004 to
September 30, 2004                                                                                                198,723
-----------------------------------------------------------------------------------------------------------------------------------
      Total                                403                $ 32.60                   403
-----------------------------------------------------------------------------------------------------------------------------------

On January 27, 2003, the Company's Board of Directors authorized the purchase of up to 300,000 shares of the Company's outstanding
common stock. No stated expiration date was established under this plan.
</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

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

          3i.  Amended and Restated Articles of Incorporation of Farmers Capital
               Bank  Corporation  (incorporated by reference to Quarterly Report
               on Form 10-Q for the quarterly period ended June 30, 1998).

          3ii. Amended and Restated  By-Laws of Farmers Capital Bank Corporation
               (incorporated  by reference to Annual Report of Form 10-K for the
               fiscal year ended December 31, 1997.

          3iia Amendments  to  By-Laws  of  Farmers  Capital  Bank   Corporation
               (incorporated  by reference to Quarterly  Report of Form 10-Q for
               the quarterly period ended March 31, 2003).

          31.1 CEO Certification (page 30)

          31.2 CFO Certification (page 31)

          32   CEO  &  CFO  Certifications   Pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002 (page 32)


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

          On July 6, 2004, the Registrant filed a report on Form 8-K under Items
          five and seven  announcing  that First  Citizens  Bank, a wholly-owned
          subsidiary  of the  Company,  has  signed a  definitive  agreement  to
          acquire Financial  National  Electronic  Transfer,  Inc. There were no
          financial statements filed with this Form 8-K.

          On July 6, 2004, the Registrant filed a report on Form 8-K under Items
          five  and  seven  announcing  the  completion  of its  acquisition  of
          Citizens  Bank  (Kentucky),  Inc.  There were no financial  statements
          filed with this Form 8-K.

          On July 19, 2004 the Registrant filed a report on Form 8-K under Items
          12 and seven  reporting  its earning  for the second  quarter of 2004.
          There were no financial statements filed with this Form 8-K.

          On  October  5, 2004 the  Registrant  filed a report on Form 8-K under
          Items  8.01 and 9.01  announcing  that  Farmers  Bank and Trust Co., a
          wholly owned bank subsidiary  headquartered  in Georgetown,  Kentucky,
          opened a branch  bank office in downtown  Lexington,  Kentucky  and is
          expected to open a second branch in Lexington during 2005.

          On October  12, 2004 the  Registrant  filed a report on Form 8-K under
          Items 8.01 and 9.01  announcing  that First  Citizens  Bank,  a wholly
          owned  bank  subsidiary  headquartered  in  Elizabethtown,   Kentucky,
          completed its previously  announced  acquisition of Financial National
          Electronic Transfer, Inc., located in Radcliff, Kentucky.

          On October  18, 2004 the  Registrant  filed a report on Form 8-K under
          Items 2.02 and 9.01  announcing its earnings for the nine months ended
          September 30, 2004.

<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:  November 8, 2004             /s/ G. Anthony Busseni
      --------------------          -------------------------------------------
                                    G. Anthony Busseni,
                                    President and CEO
                                    (Principal Executive Officer)


Date:  11-8-04                      /s/ C Douglas Carpenter
      --------------------          -------------------------------------------
                                    C. Douglas Carpenter,
                                    Vice President, Secretary, and CFO
                                    (Principal Financial and Accounting Officer)
[{"type": "10-Q", "sequence": "1", "filename": "a10q093004.txt", "description": "FORM 10-Q, SEPTEMBER 30, 2004", "secsgml_size_bytes": 140510}]
{"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": "041125553"}, "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, 2004

                                       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 incorporation             (I.R.S. Employer
or organization)                                       Identification Number)

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  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).

                                 Yes |X| No ____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                    Common stock, par value $0.125 per share

                6,753,084 shares outstanding at November 4, 2004
TABLE OF CONTENTS

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

     Item 1 - Financial Statements                                           3

         Unaudited Consolidated Balance Sheets -
             September 30, 2004 and December 31, 2003                        3

         Unaudited Consolidated Statements of Income -
             For the Three Months and Nine Months Ended
             September 30, 2004 and September 30, 2003                       4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months and Nine Months Ended
             September 30, 2004 and September 30, 2003                       5

         Unaudited Consolidated Statements of Cash Flows -
             For the Nine Months Ended
             September 30, 2004 and September 30, 2003                       6

         Unaudited Consolidated Statements of Changes in
             Shareholders' Equity -
             For the Nine Months Ended
             September 30, 2004 and September 30, 2003                       7

         Notes to Unaudited Consolidated Financial Statements                8

     Item 2 - Management's Discussion and Analysis of Financial
                Condition and Results of Operations                         12

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk    26

     Item 4 - Controls and Procedures                                       27

Part II - Other Information

     Item 1 - Legal Proceedings                                             27

     Item 2 - Changes in Securities, Use of Proceeds and Issuer Repurchases
                  of Equity Securities                                      27

     Item 6 - Exhibits and Reports on Form 8-K                              27

     Signatures                                                             29
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------
UNAUDITED CONSOLIDATED BALANCE SHEETS

----------------------------------------------------------------------------------------------------------------------------
                                                                                           September 30,       December 31,
(In thousands, except share data)                                                               2004               2003
----------------------------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents:
     Cash and due from banks                                                              $     87,605      $      99,628
     Interest bearing deposits in other banks                                                    2,117              3,154
     Federal funds sold and securities purchased under agreements to resell                     13,907             24,434
----------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                      103,629            127,216
----------------------------------------------------------------------------------------------------------------------------
Investment securities:
     Available for sale, amortized cost of $309,225 (2004) and $354,905 (2003)                 312,598            358,169
     Held to maturity, fair value of $22,622  (2004) and $26,201 (2003)                         21,629             24,789
----------------------------------------------------------------------------------------------------------------------------
          Total investment securities                                                          334,227            382,958
----------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                                                  872,638            755,945
Allowance for loan losses                                                                      (13,292)           (11,292)
----------------------------------------------------------------------------------------------------------------------------
          Loans, net                                                                           859,346            744,653
----------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                     27,468             24,115
Company-owned life insurance                                                                    26,630             25,510
Goodwill                                                                                         4,848
Other intangible assets                                                                          2,102
Other assets                                                                                    18,036             14,113
----------------------------------------------------------------------------------------------------------------------------
          Total assets                                                                     $ 1,376,286        $ 1,318,565
----------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                                  $    210,799        $   226,650
     Interest bearing                                                                          900,571            841,672
----------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                     1,111,370          1,068,322
----------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase                      63,006             56,698
Other short-term borrowings                                                                      1,433                418
Long-term debt                                                                                  57,524             56,413
Dividends payable                                                                                2,223              2,215
Other liabilities                                                                                9,542              8,028
----------------------------------------------------------------------------------------------------------------------------
          Total liabilities                                                                  1,245,098          1,192,094
----------------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
Common stock, par value $.125 per share
     9,608,000 shares authorized;  8,190,145 and 8,160,919
     shares issued at September 30, 2004 and December 31, 2003, respectively                     1,024              1,020
Capital surplus                                                                                 19,614             18,670
Retained earnings                                                                              149,273            145,489
Treasury stock, at cost
     1,447,337 and 1,444,739 shares at September 30, 2004 and
     December 31, 2003, respectively                                                           (40,916)           (40,830)
Accumulated other comprehensive income                                                           2,193              2,122
----------------------------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                                           131,188            126,471
----------------------------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                                       $ 1,376,286        $ 1,318,565
----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
----------------------------------------------------------------------------------------------------------------------------
                                                                          Three Months Ended                Nine Months Ended
                                                                              September 30,                   September 30,
(In thousands, except per share data)                                     2004           2003               2004        2003
----------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans                                            $ 12,775       $ 11,921           $ 36,306    $ 36,289
Interest on investment securities:
     Taxable                                                             2,094          1,318              6,079       4,818
     Nontaxable                                                            999            809              2,930       2,392
Interest on deposits in other banks                                         11             12                 29          49
Interest on federal funds sold and securities
     purchased under agreements to resell                                   51            129                218         506
----------------------------------------------------------------------------------------------------------------------------
          Total interest income                                         15,930         14,189             45,562      44,054
----------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                     3,999          4,033             11,275      12,996
Interest on federal funds purchased and securities
     sold under agreements to repurchase                                   317            182                784         684
Interest on other borrowed funds                                           572            542              1,567       1,649
----------------------------------------------------------------------------------------------------------------------------
          Total interest expense                                         4,888          4,757             13,626      15,329
----------------------------------------------------------------------------------------------------------------------------
          Net interest income                                           11,042          9,432             31,936      28,725
----------------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                  666            642              1,479       1,378
----------------------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses           10,376          8,790             30,457      27,347
----------------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                                     2,210          1,951              6,193       5,804
Other service charges, commissions, and fees                               900            909              2,674       2,682
Data processing income                                                     340            337              1,055       1,071
Trust income                                                               416            385              1,244       1,197
Investment securities gains, net                                           102            822                167         966
Gains on sale of mortgage loans, net                                       114            276                229         788
Income from company-owned life insurance                                   363            416              1,130       1,089
Other                                                                       94             55                170         198
----------------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                       4,539          5,151             12,862      13,795
----------------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                                           6,070          5,188             16,847      15,469
Occupancy expenses, net                                                    735            621              2,031       1,921
Equipment expenses                                                       1,040            934              2,914       2,795
Bank franchise tax                                                         367            330              1,045         995
Other                                                                    2,777          2,136              7,463       6,636
----------------------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                     10,989          9,209             30,300      27,816
----------------------------------------------------------------------------------------------------------------------------
          Income before income taxes                                     3,926          4,732             13,019      13,326
----------------------------------------------------------------------------------------------------------------------------
Income tax expense                                                         727            831              2,571       2,806
----------------------------------------------------------------------------------------------------------------------------
          Net income                                                  $  3,199       $  3,901           $ 10,448    $ 10,520
----------------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
     Basic                                                            $    .47       $    .58           $   1.55    $   1.56
     Diluted                                                               .47            .58               1.54        1.55
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                               6,736          6,712              6,730       6,733
     Diluted                                                             6,787          6,761              6,781       6,773
----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-------------------------------------------------------------------------------------------------------------------------
                                                                        Three Months Ended           Nine Months Ended
                                                                            September 30,               September 30,
 (In thousands)                                                         2004           2003         2004           2003
-------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                          $  3,199       $  3,901    $  10,448      $  10,520
Other comprehensive income:
     Unrealized holding gain (loss) on available for sale
     securities arising during the period, net of tax
     of $2,350, $719, $138, and $512, respectively                     4,364         (1,335)         257           (950)
Reclassification adjustment for prior period
     unrealized loss (gain) recognized during current period,
     net of tax of $47, $601, $100, and $662, respectively                88         (1,116)        (186)        (1,230)
-------------------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss)                                      4,452         (2,451)          71         (2,180)
-------------------------------------------------------------------------------------------------------------------------

COMPREHENSIVE INCOME                                                $  7,651       $  1,450    $  10,519      $   8,340
-------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, (In thousands)                                                         2004            2003
------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                                   $  10,448        $  10,520
     Adjustments to reconcile net income to net cash provided by operating activities:
          Depreciation of premises and equipment                                                      2,241            2,257
          Amortization of intangibles                                                                   128
          Net amortization of investment security premiums and (discounts):
                Available for sale                                                                    1,222            2,578
                Held to maturity                                                                        (32)             (52)
          Provision for loan losses                                                                   1,479            1,378
          Noncash compensation expense                                                                  217              319
          Mortgage loans originated for sale                                                        (14,529)         (53,405)
          Proceeds from sale of mortgage loans                                                       14,244           54,724
          Deferred income tax (benefit) expense                                                        (402)             144
          Gain on sale of mortgage loans                                                               (229)            (788)
          Gain on sale of premises and equipment                                                         (3)              (2)
          Gain on sale of available for sale investment securities, net                                (167)            (966)
          (Increase) decrease in accrued interest receivable                                           (980)             170
          Income from company-owned life insurance                                                   (1,120)          (1,089)
          (Increase) decrease in other assets                                                        (1,622)            (343)
          Increase (decrease) in accrued interest payable                                               221             (445)
          Increase in other liabilities                                                               1,907            2,271
------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by operating activities                                               13,023           17,271
------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                                        215,591          316,365
          Held to maturity                                                                            3,194            4,348
     Proceeds from sale of available for sale investment securities                                  59,603          108,975
     Purchase of available for sale investment securities                                          (218,358)        (333,166)
     Loans originated for investment, net of principal collected                                    (65,556)          (2,502)
     Purchase of subsidiary, net of cash acquired                                                    (5,818)
     Purchase of company-owned life insurance                                                                        (24,001)
     Purchase of premises and equipment                                                              (2,831)          (2,230)
     Proceeds from sale of equipment                                                                     83                9
------------------------------------------------------------------------------------------------------------------------------
             Net cash (used in) provided by investing activities                                    (14,092)          67,798
------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net (decrease) increase in deposits                                                            (19,392)          53,406
     Net increase (decrease) in federal funds purchased and securities sold under
          agreements to repurchase                                                                    6,004          (51,749)
     Proceeds from long-term debt                                                                     1,800            3,874
     Repayments of long-term debt                                                                    (5,931)          (4,377)
     Net increase (decrease)  in other short-term borrowings                                          1,015           (8,091)
     Dividends paid                                                                                  (6,656)          (6,500)
     Purchase of common stock                                                                           (86)          (3,118)
     Stock issued pursuant to employee stock purchase plan                                               42
     Stock options exercised                                                                            686              344
------------------------------------------------------------------------------------------------------------------------------
             Net cash used in financing activities                                                  (22,518)         (16,211)
------------------------------------------------------------------------------------------------------------------------------
             Net (decrease) increase in cash and cash equivalents                                   (23,587)          68,858
------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                                      127,216           67,101
------------------------------------------------------------------------------------------------------------------------------
             Cash and cash equivalents at end of period                                          $  103,629        $ 135,959
------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
     Interest                                                                                    $   13,405        $  15,774
     Income taxes                                                                                     2,525              500
Transfers from loans to repossessed assets                                                            3,079            1,729
Cash dividend declared and unpaid                                                                     2,223            2,149
------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                                                                    Accumulated
                                                                                                            Other           Total
Nine months ended                        Common Stock        Capital    Retained     Treasury Stock     Comprehensive  Shareholders'
September 30, 2004 and 2003           Shares     Amount      Surplus    Earnings   Shares     Amount        Income         Equity
------------------------------------------------------------------------------------------------------------------------------------
Balance at January 1, 2004           8,161     $1,020      $18,670    $145,489    1,445   $(40,830)         $2,122      $126,471
Net income                                                                10,448                                            10,448
Other comprehensive income                                                                                        71            71
Cash dividends declared,
  $.99 per share                                                          (6,664)                                           (6,664)
Purchase of common stock                                                                2        (86)                          (86)
Stock options exercised                   28          4          685                                                           689
Shares issued pursuant to
 employee stock purchase plan              1                      42                                                            42
Noncash compensation expense
  attributed to stock option grants                              217                                                           217
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2004        8,190     $1,024      $19,614    $149,273    1,447    $(40,916)         $2,193     $131,188
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
  Balance at January 1, 2003           8,136     $1,017      $17,623    $141,199    1,344    $(37,627)         $3,561     $125,773
Net income                                                                10,520                                            10,520
Other comprehensive income                                                                                     (2,180)      (2,180)
Cash dividends declared,
  $.96 per share                                                          (6,458)                                           (6,458)
Purchase of common stock                                                               98      (3,118)                      (3,118)
Stock options exercised                   14          2          342                                                           344
Noncash compensation expense
  attributed to stock option grants                              319                                                           319
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2003        8,150     $1,019      $18,284    $145,261    1,442    $(40,745)         $1,381     $125,200
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank  Corporation  (the  "Company"),   a  financial  holding  company,  and  its
wholly-owned seven bank and one nonbank subsidiaries.  Bank subsidiaries include
Farmers Bank & Capital Trust Co. ("Farmers Bank") in Frankfort,  KY; United Bank
& Trust Co. in Versailles,  KY; Lawrenceburg  National Bank in Harrodsburg,  KY;
First Citizens Bank ("First  Citizens") in  Elizabethtown,  KY; Farmers Bank and
Trust  Company  ("Farmers  Georgetown")  in  Georgetown,  KY;  Kentucky  Banking
Centers,  Inc. in Glasgow,  KY; and Citizens Bank  (Kentucky)  Inc.,  ("Citizens
Georgetown") in Georgetown, KY. On October 22, 2004, the Company merged Citizens
Georgetown  into Farmers  Georgetown.  The Company's  nonbank  subsidiary is FCB
Services,   Inc.,  a  data  processing  subsidiary  located  in  Frankfort,  KY.
Intercompany transactions and balances are eliminated in consolidation.  Leasing
One  Corporation  and Farmers Capital  Insurance  Corporation  are  wholly-owned
subsidiaries  of Farmers  Bank.  Pro Mortgage  Partners,  LLC is a  wholly-owned
subsidiary of Farmers Bank and Trust Company.

The Company  provides  financial  services  through its 26 locations  throughout
Central  Kentucky  to  individual,   business,   agriculture,   government,  and
educational customers.  Its primary deposit products are checking,  savings, and
term  certificate  accounts.   Its  primary  lending  products  are  residential
mortgage,  commercial lending and leasing, and installment loans.  Substantially
all loans and  leases are  secured by  specific  items of  collateral  including
business assets,  consumer  assets,  and commercial and residential real estate.
Commercial  loans and  leases  are  expected  to be  repaid  from cash flow from
operations of businesses.  Farmers Bank has served as the general depository for
the Commonwealth of Kentucky for over 70 years and also provides  investment and
other services to the Commonwealth.  Other services include, but are not limited
to,  cash  management  services,  issuing  letters of credit,  safe  deposit box
rental,  and providing funds transfer  services.  Other  financial  instruments,
which  potentially  represent  concentrations  of credit risk,  include  deposit
accounts in other financial institutions and federal funds sold.

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

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

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003.

2. RECLASSIFICATIONS

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation.  Such
reclassifications   have  no  effect  on  previously   reported  net  income  or
shareholders' equity.

3. NET INCOME PER COMMON SHARE

Basic net income per common  share is  determined  by dividing net income by the
weighted average total number of shares of common stock outstanding. Diluted net
income  per  common  share is  determined  by  dividing  net income by the total
weighted  average number of shares of common stock  outstanding,  plus the total
weighted average number of shares that would be issued upon exercise of dilutive
stock options  assuming  proceeds are used to repurchase  shares pursuant to the
treasury stock method.  Net income per common share computations were as follows
at September 30, 2004 and 2003.
--------------------------------------------------------------------------------------------------------
                                                          Three Months Ended         Nine Months Ended
                                                              September 30,             September 30,
(In thousands, except per share data)                     2004          2003        2004           2003
--------------------------------------------------------------------------------------------------------
Net income, basic and diluted                          $ 3,199       $ 3,901    $ 10,448       $ 10,520
--------------------------------------------------------------------------------------------------------

Average shares outstanding                               6,736         6,712       6,730          6,733
Effect of dilutive stock options                            51            49          51             40
--------------------------------------------------------------------------------------------------------
Average diluted shares outstanding                       6,787         6,761       6,781          6,773
--------------------------------------------------------------------------------------------------------

Net income per share, basic                            $   .47       $   .58    $   1.55       $   1.56
Net income per share, diluted                              .47           .58        1.54           1.55
--------------------------------------------------------------------------------------------------------
4. STOCK-BASED COMPENSATION

In 1997, the Company's Board of Directors  approved a nonqualified  stock option
plan that  provides for granting of stock  options to key employees and officers
of the Company. The plan was subsequently ratified by the Company's shareholders
at its annual  shareholders'  meeting held on May 12, 1998, the measurement date
of the plan.  All stock  options are awarded at a price equal to the fair market
value of the  Company's  common stock at the date the options are  granted.  The
Company applies  Accounting  Principles Board ("APB") Opinion No. 25 and related
interpretations  in  accounting  for its plan.  Accordingly,  since options were
granted during 1997 at the fair market value of the Company's stock on the grant
date, and the  measurement  date occurred  during 1998,  the Company  recognizes
noncash  compensation  expense based on the intrinsic value of the stock options
measured on the date of shareholder  ratification  of the plan.  Options granted
during 1997 are now fully vested and no additional  compensation expense will be
recognized  pursuant to APB Opinion No. 25 beyond  September 30, 2004.  The fair
market value of the Company's  stock was $24.50 and $39.66 on the grant date and
measurement date, respectively.

The  Company  granted  54,000  options  during  2000.  The  grant  date  and the
measurement  date for these options are the same,  with the fair market value of
$29.75.  Pursuant  to  APB  No.  25,  there  is no  compensation  expense  being
recognized for this grant.  Had  compensation  expense been determined under the
fair  value  method  described  in SFAS  No.  123,  ACCOUNTING  FOR  STOCK-BASED
COMPENSATION,   as  amended  by  SFAS  No.  148,   ACCOUNTING  FOR   STOCK-BASED
COMPENSATION-TRANSITION  AND DISCLOSURE, the Company's net income and income per
common share would have been as shown in the table below.
------------------------------------------------------------------------------------------------------------------
                                                                    Three Months Ended         Nine Months Ended
                                                                     September 30,              September 30,
(In thousands, except per share data)                              2004          2003         2004          2003
------------------------------------------------------------------------------------------------------------------
NET INCOME
  As reported                                                   $ 3,199       $ 3,901     $ 10,448      $ 10,520
  Add:  Stock-based employee compensation expense
        included in reported net income under the
        intrinsic value method, net of related tax effects           51            69          141           207

  Less: Stock-based compensation expense determined
        under fair value based method for all awards, net
        of related tax effects                                      (65)          (85)        (182)         (253)
------------------------------------------------------------------------------------------------------------------
Proforma                                                        $ 3,185       $ 3,885     $ 10,407      $ 10,474
------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
  Basic, as reported                                            $   .47       $   .58     $   1.55      $   1.56
  Basic, proforma                                                   .47           .58         1.55          1.56

  Diluted, as reported                                              .47           .58         1.54          1.55
  Diluted, proforma                                                 .47           .57         1.53          1.55
------------------------------------------------------------------------------------------------------------------
The fair value of the options granted are estimated as of the  measurement  date
using the Black-Scholes option pricing model with the following weighted average
assumptions  used for grants in 2000 and 1997,  respectively:  dividend yield of
3.12% and 3.18%; expected volatility of 29.6% and 23.4%; risk-free interest rate
of 6.71% and  5.75%;  and  expected  life of seven  years for both  grants.  The
weighted  average fair value of options  granted  during 2000 and 1997 was $9.25
and $16.11 per share, respectively.

The plan  provides for the granting of options to purchase up to 450,000  shares
of the  Company's  common stock at a price equal to the fair market value of the
Company's  common  stock on the  date the  option  is  granted.  The term of the
options  expires after ten years from the date on which the options are granted.
Options  granted  under the plan vest ratably over various time periods  ranging
from four to seven years.  All options granted must be held for a minimum of one
year before they can be  exercised.  Forfeited  options  are  available  for the
granting of options under the plan.

5. EMPLOYEE STOCK PURCHASE PLAN

The  Company's  2004 Employee  Stock  Purchase Plan ("Plan") was approved by its
shareholders  at the Company's  2004 annual meeting on May 11, 2004. The purpose
of the Plan is to provide a means by which eligible employees may purchase, at a
discount, shares of common stock of the Company through payroll withholding. The
purchase  price of the  shares  is equal to 85% of their  fair  market  value on
specified dates as defined in the Plan.  This Plan was effective  beginning July
1, 2004.

6. BUSINESS COMBINATION - CITIZENS BANK (KENTUCKY), INC.

On July 2, 2004 the  Company  announced  that the  required  approvals  from the
appropriate  regulatory  authorities  were received and that the  acquisition of
100% of the  outstanding  common  shares of Citizens  Bank  (Kentucky),  Inc. in
Georgetown,   Kentucky  had  been  completed.   The  results  presented  in  the
consolidated  financial  statements  herein  include  the  results  of  Citizens
Georgetown  for the three months ended  September 30, 2004. On October 22, 2004,
the Company merged Citizens Georgetown into Farmers Georgetown.

The total cost  related to this  acquisition,  which has been paid  entirely  in
cash,  was  approximately  $14.6  million.  The  following  table  presents  the
estimated fair value of the assets acquired and the  liabilities  assumed at the
date of purchase.  The core deposit intangible of $2.2 million at acquisition is
being amortized over a life of 7.5 years under a declining amortization schedule
through year 2010 with the remaining 10% amortized during year 2011. Goodwill is
not subject to periodic  amortization in the consolidated  financial statements,
but will be  deductible  for  federal  income tax  purposes  over a period of 15
years.  Management  expects certain minor  adjustments to the total  acquisition
costs, and thus goodwill, as execution cost amounts are finalized.

 (In thousands)                                                 July 1, 2004
 ----------------------------------------------------------------------------
 ASSETS
 Cash & equivalents                                                 $  8,768
 Investment securities                                                12,213
 Loan, net of unearned income & allowance for loan losses             50,102
 Goodwill                                                              4,848
 Core deposit intangible                                               2,230
 Other assets                                                          4,650
 ----------------------------------------------------------------------------
    Total assets                                                    $ 82,811
 ----------------------------------------------------------------------------

 LIABILITIES
 Deposits                                                           $ 62,440
 Short-term borrowings                                                   304
 Long-term borrowings                                                  5,242
 Other liabilities                                                       239
 ----------------------------------------------------------------------------
     Total liabilities                                                68,225
 ----------------------------------------------------------------------------

 ----------------------------------------------------------------------------
 NET ASSETS ACQUIRED                                                $ 14,586
 ----------------------------------------------------------------------------

7. BUSINESS COMBINATION - FINANCIAL NATIONAL ELECTRONIC TRANSFER, INC.

On October 8, 2004 the Company  announced  that First Citizens had completed the
acquisition  of 100% of the  outstanding  common  shares of  Financial  National
Electronic  Transfer,  Inc.  ("FINET")  in a cash  transaction.  FINET is a data
processing  company  that  specializes  in the  processing  of  federal  benefit
payments and military allotments and is headquartered in Radcliff, Kentucky. The
results presented in the consolidated financial statements herein do not include
any  results  related  to this  acquisition  since it closed  during  the fourth
quarter of 2004.

The total cost  related to this  acquisition,  which has been paid  entirely  in
cash, was approximately $6.6 million. The following table presents the estimated
fair value of the assets  acquired  and the  liabilities  assumed at the date of
purchase.  The customer list  intangible of $2.4 million at acquisition is being
amortized  over a life of 10.5 years  under a  declining  amortization  schedule
through year 2013 with the remaining 11% amortized during year 2014. Goodwill is
not subject to periodic  amortization in the consolidated  financial statements,
but will be  deductible  for  federal  income tax  purposes  over a period of 15
years.  Management  expects certain minor  adjustments to the total  acquisition
costs, and thus goodwill, as execution cost amounts are finalized.

(In thousands)                                         October 8, 2004
-----------------------------------------------------------------------
ASSETS
Goodwill                                                       $ 3,864
Customer list intangible                                         2,414
Other assets                                                       300
-----------------------------------------------------------------------
   Total assets                                                $ 6,578
-----------------------------------------------------------------------

LIABILITIES

-----------------------------------------------------------------------
NET ASSETS ACQUIRED                                            $ 6,578
-----------------------------------------------------------------------
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.  In general,
forward-looking statements relate to a discussion of future financial results or
projections,   future  economic   performance,   future  operational  plans  and
objectives,   and  statements  regarding  the  underlying  assumptions  of  such
statements.  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) and lower interest  margins;  competition
for the Company's customers from other providers of financial services;  deposit
outflows or reduced demand for financial services and loan products;  government
legislation,  regulation,  and changes in monetary  and fiscal  policies  (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; the capability of
the Company to  successfully  enter into a  definitive  agreement  for and close
anticipated transactions; the possibility that acquired entities may not perform
as well as  expected;  unexpected  claims or  litigation  against  the  Company;
technological  or  operational  difficulties;  and other risks or  uncertainties
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.  The Company  expressly  disclaims  any intent or  obligation to
update any  forward-looking  statements  after the date  hereof to conform  such
statements to actual results or to changes in our opinions or expectations.

RESULTS OF OPERATIONS

                    THIRD QUARTER 2004 VS. THIRD QUARTER 2003
                    -----------------------------------------

The Company reported net income for the three months ended September 30, 2004 of
$3.2 million,  a decrease of $702 thousand or 18.0% compared to $3.9 million for
the same period in 2003. On a basic and diluted per share basis,  net income was
$.47 for the current three month period, a decrease of $.11 or 19.0% compared to
the prior  year.  The  operating  results  related to the  previously  disclosed
acquisition  of  Citizens  Georgetown  are  included  in the  financial  results
presented herein  beginning as of July 1, 2004. Net loans and deposits  acquired
from  Citizens  Georgetown  on the date of purchase were $50.1 million and $62.4
million, respectively.

The  Company  reported  growth  in  net  interest  income  in  the  three  month
comparison.  The  increase in net  interest  income was driven by  increases  in
interest  income  on  loans  and  securities,   with  the  Citizens   Georgetown
acquisition accounting for most of the increased interest income on loans. Lower
noninterest income in the current three month reporting period offset the growth
in net  interest  income and is due  primarily  to a decrease in net  securities
gains and net gains on the sale of mortgage loans as compared to a year earlier.
An  increase  in other  operating  expenses,  particularly  personnel  costs and
amortization  expense negatively  impacted net income in the current three month
reporting period.

For the three month  period  ended  September  30,  2004,  net  interest  income
increased $1.6 million or 17.1% to $11.0 million. Approximately $364 thousand or
22.6% of the increase is attributed to the results of Citizens Georgetown. Other
noninterest  income declined $612 thousand or 11.9% to $4.5 million in the three
month  comparison.  The  decline  is due to lower net  securities  gains of $720
thousand or 87.6% in the  current  quarter  along with a $162  thousand or 58.7%
decline in net gains on the sale of mortgage  loans.  Origination  activity  for
mortgage loans originated for sale declined sharply in the quarterly  comparison
due to lower refinancing activity. Salaries and employee benefits increased $882
thousand or 17.0% to $6.1 million.  Approximately  $323 thousand or 36.6% of the
increase in salaries  and  employee  benefits  is  attributed  to the results of
Citizens Georgetown.  The remaining increase is due primarily to rising benefits
costs and normal salary increases.  Core deposit intangible amortization related
to the Citizens  Georgetown  acquisition  totaled  $128  thousand in the current
three month period. There is no related core deposit intangible amortization for
the prior period.

Return on average assets ("ROA") was .93% for the current quarter, a decrease of
31 basis  points  compared to 1.24%  reported  for the same period in 2003.  The
decrease in ROA is attributed to the impact of lower noninterest income relative
to average  assets of 31 basis points  combined with the increase in noninterest
expense  relative to average  assets of 27 basis  points.  Partially  offsetting
these negative  effects was a 25 basis point increase in net interest  margin to
3.78% from  3.53%.  Return on  average  equity  ("ROE")  was 9.98% for the third
quarter of 2004  compared to 12.44% in the same period of 2003.  The decrease is
due to lower net income  reported  in the  current  period  coupled  with a $3.1
million or 2.5% increase in average equity capital.

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

The  general  trend of the  interest  rate  environment  for  2003 was  downward
primarily as a result of previous  short-term  interest rate reductions taken by
the Federal Reserve Board ("Fed").  The effects of the downward trend in general
interest rates for 2003 continue to positively affect the Company's net interest
income during 2004. A significant amount of time deposits, the largest component
of  interest  bearing  liabilities,  have  repriced  to  lower  rates  and  have
contributed to an increase in net interest  income for the current  period.  The
repricing of time deposits for the Company have generally  taken longer to occur
than for other interest paying  liabilities  and interest  earning assets due to
their fixed nature and maturity characteristics.  The increase in the short-term
federal funds rate of 50 basis points by the Fed during the current  quarter did
not significantly  impact the Company's net interest income during the reporting
periods.

The net interest margin (TE) of the current  quarter  declined 5 basis points to
3.78% from the second quarter of 2004 reported amount of 3.83%.  This decline is
mainly  attributed  to an increase  in the overall  cost of funds in the current
quarter  compared  to the  preceding  quarter  and was driven  primarily  by the
Citizens Georgetown  acquisition.  The decline in net interest margin reverses a
trend of four  consecutive  quarters  whereby  net  interest  margin  has either
increased or remained level with its preceding quarter.

The  Company's  tax  equivalent  ("TE") yield on earning  assets for the current
three  months was 5.4%,  an increase of 16 basis  points from 5.2% from the same
period a year ago.  The cost of funds for the current  three  months was 1.9%, a
decline of 11 basis points compared to 2.0% in the same period a year earlier. A
goal of the  Company in the current  interest  rate  environment  is to increase
earning assets while maintaining  relatively low interest rates paid on interest
bearing   liabilities.   However,   many  of  the  Company's   funding  sources,
particularly  deposits,  have neared their repricing floors and are beginning to
edge  upward.   Average  earning  assets,  helped  by  the  Citizens  Georgetown
acquisition,  increased  $104.9 million or 9.4% to $1.2 billion in the quarterly
comparison.  As a percentage of total average assets, earning assets increased 3
basis points to 89.0% from 88.97%.

Interest income totaled $15.9 million for the third quarter of 2004, an increase
of $1.7  million or 12.3%  compared to the same  period in the prior  year.  The
increase was due mainly to higher loan balances resulting from both the Citizens
Georgetown  acquisition  and  internally  generated  loan growth,  along with an
increase from securities due to a higher average rate earned.  Interest  expense
totaled  $4.9  million,  an increase  of $131  thousand or 2.8% as the growth in
deposit accounts were nearly offset by lower average rates on time deposits. Net
interest  income  increased  $1.6 million or 17.1% in the comparison and totaled
$11.0 million for the three months ended September 30, 2004.

Interest and fees on loans totaled $12.8  million,  an increase of $854 thousand
or 7.2% mainly due to an increase in average loans  outstanding,  which offset a
decline in the average rate earned.  Average loans  increased  $113.2 million or
15.3% to $853.4 million in the comparison. Approximately $51.1 million or 45% of
the  increase  in  average  loans  outstanding  is  attributed  to the  Citizens
Georgetown  acquisition  and the  remaining  increase is due to  increased  loan
demand in a low rate environment. The tax equivalent yield on loans decreased 44
basis points to 6.0% from 6.4% and offset the effects of higher average balances
on  interest  income.  The  decrease  in yield is  reflective  primarily  of the
competitive markets where we operate.  The Citizens Georgetown  acquisition also
contributed  to a slight  decline  in the  yield  earned  on the loan  portfolio
resulting  from fair  market  value  purchase  adjustments.  Interest on taxable
securities  was $2.1 million,  an increase of $776 thousand or 58.9% due to both
increases in the average  balance  outstanding  and the average  rate earned.  A
higher  average  rate earned in the  current  period  accounted  for most of the
increase in interest  income,  as the prior period  average rate was  negatively
affected by unusually high premium  amortization on mortgage-backed  securities.
Prepayments on  mortgage-backed  securities in the prior year increased  greatly
due to corresponding  refinancing of home mortgages that serve as collateral for
these investment  securities.  The increase in prepayment  activity was directly
related to the historic low interest rate  environment  that existed  throughout
much of 2003. The average rate earned on taxable securities  increased 109 basis
points to 3.3% from 2.2% while the average  balance  increased  $15.8 million to
$253.2 million  compared to $237.4  million.  Interest on nontaxable  securities
increased $190 thousand or 23.5% due to a $21.9 million  increase in the average
balance to $97.4 million from $75.4 million.  The increase in average nontaxable
securities offset a 26 basis point decline in yield to 6.0% from 6.3%.  Interest
on short-term investments, including time deposits in other banks, federal funds
sold,  and  securities  purchased  under  agreements  to resell,  decreased  $79
thousand  due  primarily to a decrease in the average  balance to $14.3  million
from $60.3  million  that offset a 79 basis point  increase in the average  rate
earned on these investments of to 1.7% from .9%.

Interest  expense on deposits  decreased  $34 thousand or .8% to $4.0 million in
the quarterly  comparison.  The slight  decrease  resulted from a decline in the
average rate paid on time deposits that have  generally  repriced to lower rates
in the  comparison.  The decline in the average rates paid on time deposits were
partially  offset by  increased  average  rates on interest  bearing  demand and
savings  deposits,  which generally  reprice more quickly than time deposits and
have  moved  higher as a result of the recent  rate  increases  by the Fed.  The
average balance  outstanding in each of the deposit categories  increased in the
quarterly comparison as follows:  interest bearing demand $17.1 million or 7.5%;
savings  $17.0 million or 10.1%;  and time $47.8 million or 11.2%.  The Citizens
Georgetown  acquisition  accounted  for $8.2 million or 47.8% of the increase in
average  interest  bearing  demand,  $7.3  million or 42.8% of the  increase  in
average   savings,   and  $37.0  million  or  77.3%  of  average  time  deposits
outstanding.  The change in interest  expense on deposits  was as follows:  time
deposits $172 thousand or 5.1% decline;  interest  bearing  demand  deposits $78
thousand or 28.4% increase; and savings deposits $60 thousand or 16.3% increase.
The  average  rate paid on time  deposits,  the  largest  component  of interest
bearing  deposits,  was 2.7% for the third  quarter of 2004 compared to 3.2% for
the same period of 2003. The average  balance of time deposits  increased  $47.8
million or 11.2% to $473.9 million driven by a $37.0 million increase due to the
Citizens  Georgetown  acquisition.  The average  rate paid on  interest  bearing
demand  deposits  increased  9 basis  points to .6% from .5%  while the  average
balance  increased $17.1 million or 7.5% to $244.7 million,  with nearly half of
the increase attributed to the Citizens Georgetown acquisition. The average rate
paid on  savings  deposits  increased  5 basis  points to .9% while the  average
balance  increased $17.0 million or 10.1% to $184.8 million from $167.8 million.
The Citizens Georgetown  acquisition  accounted for $7.3 million or 42.8% of the
increase. Interest expense on overnight borrowings,  consisting of federal funds
purchased and securities  sold under  agreements to  repurchase,  increased $135
thousand as a 52 basis point increase in the average rate paid to 1.5% from 1.0%
combined with a $10.3 million or 13.9% increase in the average balance. Interest
expense on other borrowed funds  increased $30 thousand in the comparison due to
an increase in the average rate paid of 38 basis  points to 3.9% from 3.5%.  The
increase in the average rate paid offset a $2.8  million  decline in the average
balance outstanding to $59.1 million from $61.9 million.

The net interest margin (TE) increased 25 basis points to 3.78% during the third
quarter of 2004 compared to 3.53% in the third quarter of 2003.  The increase in
net interest margin is primarily  attributed to a 27 basis point increase in the
spread  between  rates  earned on earning  assets and the rates paid on interest
bearing  liabilities  to 3.52% in the  current  quarter  from 3.25% in the third
quarter of 2003. The effect of noninterest  bearing  sources of funds offset the
27 basis point  increase in spread by 2 basis points,  resulting in the 25 basis
point increase in net interest margin. The effect of noninterest bearing sources
of  funds  on  net  interest  margin  typically   declines  in  a  falling  rate
environment.
The following tables present an analysis of net interest income for the
quarterly periods ended September 30.
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
-----------------------------------------------------------------------------------------------------------------------------------
Quarter Ended September 30,                                        2004                                         2003
-----------------------------------------------------------------------------------------------------------------------------------
                                                 Average                         Average         Average                    Average
(In thousands)                                   Balance         Interest          Rate          Balance      Interest        Rate
-----------------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS
Investment securities
  Taxable                                    $   253,214        $  2,094           3.29%    $   237,389     $  1,318         2.20%
  Nontaxable1                                     97,371           1,475           6.03          75,434        1,195         6.29
Time deposits with banks, federal
 funds sold and securities purchased
 under agreements to resell                       14,328              62           1.72          60,342          141          .93
Loans1,2,3                                       853,402          12,851           5.99         740,215       11,991         6.43
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,218,315        $ 16,482           5.38%      1,113,380     $ 14,645         5.22%
-----------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (13,401)                                       (11,204)
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,204,914                                      1,102,176
-----------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           85,716                                         89,302
Premises and equipment, net                       26,976                                         24,260
Other assets                                      51,354                                         35,626
-----------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,368,960                                    $ 1,251,364
-----------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                    $   244,713        $    353            .57%    $   227,607     $    275          .48%
  Savings                                        184,811             429            .92         167,827          369          .87
  Time                                           473,856           3,217           2.70         426,007        3,389         3.16
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   84,679             317           1.49          74,362          182          .97
Other borrowed funds                              59,105             572           3.85          61,893          542         3.47
-----------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities        1,047,164        $  4,888           1.86%        957,696     $  4,757         1.97%
-----------------------------------------------------------------------------------------------------------------------------------
NONINTEREST BEARING LIABILITIES
Commonwealth of Kentucky deposits                 32,881                                         30,810
Other demand deposits                            151,325                                        131,681
Other liabilities                                 10,049                                          6,763
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,241,419                                      1,126,950
-----------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        127,541                                        124,414
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and
     shareholders' equity                    $ 1,368,960                                    $ 1,251,364
-----------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               11,594                                       9,888
TE basis adjustment                                                 (552)                                       (456)
-----------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                        $ 11,042                                    $  9,432
-----------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                                3.52%                                     3.25%
Impact of noninterest bearing sources
  of funds                                                                          .26                                       .28
-----------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                                3.78%                                     3.53%
-----------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $583 thousand and $563 thousand in 2004 and 2003, respectively.
ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
----------------------------------------------------------------------------------------------------
(In thousands)                                           Variance         Variance Attributed to
Quarter Ended September 30,                             2004/20031         Volume          Rate
----------------------------------------------------------------------------------------------------
INTEREST INCOME
Taxable investment securities                            $   776         $    92        $    684
Nontaxable investment securities2                            280             588            (308)
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell           (79)           (489)            410
Loans2                                                       860           5,094          (4,234)
----------------------------------------------------------------------------------------------------
     Total interest income                                 1,837           5,285          (3,448)
----------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                              78              22              56
Savings deposits                                              60              38              22
Time deposits                                               (172)          1,632          (1,804)
Federal funds purchased and securities sold under
   agreements to repurchase                                  135              28             107
Other borrowed funds                                          30            (129)            159
----------------------------------------------------------------------------------------------------
     Total interest expense                                  131           1,591          (1,460)
----------------------------------------------------------------------------------------------------
Net interest income                                      $ 1,706         $ 3,694        $ (1,988)
----------------------------------------------------------------------------------------------------
Percentage change                                          100.0%          216.5%         -116.5%
----------------------------------------------------------------------------------------------------

1The  changes  that are not  solely  due to rate or volume  are  allocated  on a percentage  basis
 using the  absolute  values of rate and volume  variances as a basis for allocation.
2Income stated at fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
NONINTEREST INCOME
------------------

Noninterest  income was $4.5  million  for the current  quarter and  represented
22.2% of total revenue,  compared to $5.2 million and 26.6%,  respectively,  for
the third  quarter of the prior  year.  The  largest  component  of  noninterest
income,  service  charges and fees on  deposits,  totaled  $2.2  million for the
quarter ended  September 30, 2004.  This represents an increase of $259 thousand
or 13.3% compared to the same quarter a year earlier.  The increase is primarily
attributed  to higher  overdraft  fees of $213  thousand  that was driven by the
Citizens Georgetown acquisition.  Other service charges,  commissions,  and fees
and data  processing  fees  remained  relatively  flat at $900 thousand and $340
thousand,  respectively.  Trust income totaled $416 thousand, an increase of $31
thousand or 8.1% compared to $385 thousand a year earlier. Net gains on the sale
of available for sale investment securities totaled $102 thousand as the Company
continues to manage the composition of its balance sheet in an effort to enhance
the risk-return  characteristics of its securities  portfolio.  Net gains on the
sale of  available  for sale  investment  securities  were $822  thousand in the
comparable  period a year  ago,  a  decrease  of $720  thousand  or 87.6% in the
comparison.  Net  gains on the sale of  mortgage  loans  were $114  thousand,  a
decrease of $162  thousand or 58.7% from $276  thousand in the prior year.  This
decline is  attributed  to a decline in mortgage  loans  originated  for sale of
$13.5 million or 73.4% in the comparison and is reflective of lower  refinancing
activity in the current period.  Consumer refinancing activity in the prior year
was driven by  historically  low  interest  rates.  Income from the  purchase of
company-owned life insurance declined $53 thousand or 12.7% to $363 thousand for
the current  three months due mainly as a result of the structure of fee vesting
schedules.  Other  noninterest  income totaled $94 thousand,  an increase of $39
thousand compared to the same period in the prior year.

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

Total noninterest  expenses were $11.0 million for the third quarter of 2004, an
increase of $1.8 million or 19.3% from the third quarter of 2003.  Approximately
$840 thousand or 47.2% of the increase in noninterest  expenses is attributed to
the Citizens Georgetown acquisition.  Salaries and employee benefits account for
a  significant  portion of the total  increase  in  noninterest  expense.  Total
salaries and benefits  increased  $882  thousand or 17.0% to $6.1 million in the
quarterly comparison,  with the Citizens Georgetown  acquisition  accounting for
$323  thousand or 36.6% of the  increase.  Employee  salary and related  payroll
expenses  increased $609 thousand or 14.9% in the comparison,  offset by noncash
compensation expense related to the Company's  nonqualified stock option plan of
$26  thousand or 24.8% due to the  structure of the vesting  schedule.  Employee
benefit  expenses  increased $299 thousand or 30.1% mainly as a result of higher
health  care  related  costs.  The  number  of full  time  equivalent  employees
increased to 496 from 450 reported in the comparable period,  with a significant
portion of the  increase  attributed  to the  Citizens  Georgetown  acquisition.
Occupancy expense, net of rental income, was $735 thousand,  an increase of $114
thousand  or 18.4%.  The  increase in  occupancy  expense is  attributed  to the
Citizens Georgetown acquisition along with higher maintenance expense. Equipment
expense  totaled  $1.0  million in the  current  quarter,  an  increase  of $106
thousand or 11.3% due primarily to increased  depreciation  expense and expenses
attributed to the Citizens Georgetown  acquisition.  Other noninterest expenses,
including  bank  franchise  taxes,  increased  $678  thousand  or  27.5% to $3.1
million.  Approximately  $307 thousand of the increase  relates to operations of
the newly acquired  Citizens  Georgetown.  Other  increases are  attributable to
Sarbanes-Oxley  compliance costs, core deposit amortization,  correspondent bank
fees related to higher transaction activity, and other general operating expense
increases.

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

Income tax expense for the third quarter of 2004 was $727  thousand,  a decrease
of $104 thousand or 12.5% from the same period a year earlier. The effective tax
rate  increased 96 basis points to 18.52% from 17.56% in 2003. The change in the
effective tax rate was not  significant  and was due to small changes in the mix
between taxable and nontaxable income.

             FIRST NINE MONTHS OF 2004 VS. FIRST NINE MONTHS OF 2003
             -------------------------------------------------------

Net income for the nine months ended  September  30, 2004 was $10.5  million,  a
decrease of $72 thousand or .7% compared to the nine months ended  September 30,
2003. Basic and diluted net income per share were $1.55 and $1.54, respectively,
for the current nine month period.  This  represents a decline of $.01 or .6% on
both a basic and diluted basis. The operating  results related to the previously
disclosed  acquisition  of Citizens  Georgetown  are  included in the  financial
results presented herein beginning as of July 1, 2004. Therefore,  the effect of
the  Citizens  Georgetown  acquisition  on the  fluctuations  for the nine month
period comparisons is not nearly as magnified as the quarterly amounts presented
above. Net loans and deposits  acquired from Citizens  Georgetown on the date of
purchase were $50.1 million and $62.4 million, respectively.

The Company reported growth in net interest income in the nine month comparison.
The increase in net interest  income was attributed to lower  interest  expense,
primarily on deposits,  combined with an increase in interest  income  primarily
from  securities.  Lower  noninterest  income  offset the growth in net interest
income and is due primarily to a decrease in net securities  gains and net gains
on the sale of  mortgage  loans as compared  to a year  earlier.  An increase in
other operating expenses,  particularly personnel costs and amortization expense
negatively impacted net income in the current reporting period.

For the nine  month  period  ended  September  30,  2004,  net  interest  income
increased $3.2 million or 11.2% to $31.9 million.  The amount  attributed to the
Citizens Georgetown acquisition,  which occurred during the current quarter, was
approximately  $364  thousand  or  11.3%  of the  increase.  Noninterest  income
declined $933  thousand or 6.8% to $12.9  million in the nine month  comparison.
The decline is due to lower net  securities  gains of $799  thousand or 82.7% in
the current nine months in addition to a $559  thousand or 70.9%  decline in net
gains on the sale of mortgage  loans.  Origination  activity for mortgage  loans
originated  for  sale  has  declined   sharply  from  2003  mainly  due  to  the
historically high refinancing activity that occurred during 2002 and 2003 driven
by the low interest rate environment.  Salaries and employee benefits  increased
$1.4 million or 8.9% to $16.8 million.  Approximately  $323 thousand or 23.4% of
the increase in salaries and employee  benefits is  attributed to the results of
the Citizens Georgetown acquisition.  The remaining increase is due primarily to
rising  benefits  costs and normal  salary  increases.  Core deposit  intangible
amortization  related  to  the  Citizens  Georgetown  acquisition  totaled  $128
thousand in the current  nine month  period.  There is no related  core  deposit
intangible amortization for the prior period.

ROA was 1.06% for the nine months  ended  September  30,  2004,  a decrease of 7
basis  points  from 1.13% in the same  period in 2003.  The  decrease  in ROA is
primarily  attributed  to the impact of lower  noninterest  income  relative  to
average  assets of 18 basis points,  lower earning  assets  contributing 8 basis
points, and the increase in noninterest  expense relative to average assets of 7
basis points.  Partially  offsetting these negative effects was a 23 basis point
increase in net interest  margin to 3.81% from 3.58%.  Return on average  equity
("ROE")  was 11.0% for the nine months  ended  September  30,  2004  compared to
11.27%  in the same  period of 2003.  The  decrease  is due to lower net  income
reported in the current  period  coupled with a $2.2 million or 1.7% increase in
average equity capital.

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

The  general  trend of the  interest  rate  environment  for  2003 was  downward
primarily as a result of previous  short-term  interest rate reductions taken by
the Fed. The effects of the downward  trend in general  interest  rates for 2003
continue to positively  affect the Company's net interest  income during 2004. A
significant  amount of time deposits,  the largest component of interest bearing
liabilities, have repriced to lower rates and have contributed to an increase in
net interest income for the current  period.  The repricing of time deposits for
the Company have generally  taken longer to occur than for other interest paying
liabilities  and interest  earning assets due to their fixed nature and maturity
characteristics.  The increase in the short-term  federal funds rate of 75 basis
points by the Fed during the current  nine months did not  significantly  impact
the  Company's net interest  income  during the  reporting  periods as they were
weighted closer to the end of the current nine-month period.

The Company's tax equivalent yield on earning assets for the current nine months
was virtually unchanged at 5.4% compared to the same period a year ago. The cost
of funds for the  current  nine  months was 1.8%,  a decline of 35 basis  points
compared to 2.2% in the same period a year earlier. A goal of the Company in the
current  interest  rate  environment  is to  increase  earning  assets and while
maintaining  relatively low interest rates paid on interest bearing liabilities.
However,  many of the Company's  funding sources,  particularly  deposits,  have
neared their repricing floors and are beginning to edge upward.  Average earning
assets,  primarily loans, increased $50.0 million or 4.4% to $1.2 billion in the
comparison.  The acquisition of Citizens Georgetown contributed $21.4 million to
the increase in average earning assets for the period.  As a percentage of total
average assets,  earning assets  decreased to 89.03% from 90.57%.  This decrease
had the effect of lowering ROA by 7 basis points in the comparison.

Interest  income  totaled  $45.6  million for the first nine months of 2004,  an
increase of $1.5 million or 3.4%  compared to the same period in the prior year.
The increase was due primarily to interest income on securities,  which included
unusually high premium  amortization in the prior year. Interest expense totaled
$13.6  million,  a decrease of $1.7  million or 11.1%.  The decrease in interest
expense is due  mainly to lower  rates  paid on time  deposits,  which more than
offset the effect of an increase in the average balance.  Net interest grew $3.2
million or 11.2% in the  comparison  and totaled  $31.9 million at September 30,
2004.

Interest and fees on loans were relatively  unchanged at $36.3 million.  Average
loans increased $60.8 million or 8.2% to $800.3 million in the comparison due to
higher loan demand in a low rate environment and, to a lesser extent,  the loans
acquired in the Citizens Georgetown acquisition.  The growth in loans was offset
by a decrease in the average rate earned,  which was negatively impacted by both
competitive  market  conditions  on new and  renewed  loans as well as the loans
acquired in the Citizens  Georgetown  acquisition.  The tax equivalent  yield on
loans decreased 51 basis points to 6.1% from 6.6% in the nine month  comparison.
Interest on taxable securities was $6.1 million,  an increase of $1.3 million or
26.2% due an  increase  in the  average  rate  earned  and the  effect of higher
premium   amortization  on   mortgage-backed   securities  in  the  prior  year.
Prepayments on mortgage-backed  securities  increased greatly during 2003 due to
corresponding  refinancing  of home mortgages that serve as collateral for these
investment  securities.  The increase in activity  was  directly  related to the
lower interest rate environment.  The average rate earned on taxable  securities
increased 66 basis points to 3.2% from 2.6% while the average balance  increased
$810  thousand  or .3% to $251.2  million.  Interest  on  nontaxable  securities
increased $538 thousand or 22.5% due to a $22.8 million or 31.5% increase in the
average  balance to $95.2  million from $72.4  million.  Interest on  short-term
investments,  including  time deposits in other banks,  federal funds sold,  and
securities purchased under agreements to resell,  decreased $308 thousand due to
a decrease in the  average  balance  maintained  on these  investments  of $34.4
million or 53.5% and a 5 basis point decline in the average rate earned to 1.1%

Interest expense on deposits decreased $1.7 million or 13.2% to $11.3 million in
the nine month comparison.  This decrease resulted from a general decline in the
average rate paid on the time and interest  bearing demand  deposit  portfolios,
which  correlates  with the  general  decline  in market  interest  rates in the
reporting  periods.  The decline in the average  rates paid on time and interest
bearing demand deposits offset a general increase in their average balances. The
decline in interest  expense on deposits is attributed to a decrease in interest
on time deposits of $1.7 million or 15.6% and interest  bearing demand  deposits
of $56 thousand or 5.7%.  These  decreases  were offset by a slight  increase in
interest on savings  deposits of $13 thousand or 1.1%.  The average rate paid on
time deposits,  the largest component of interest bearing deposits, was 2.7% for
the nine months ended September 30, 2004 compared to 3.4% for the same period of
2003. The average  balance of time deposits  increased  $19.9 million or 4.7% to
$443.2  million.  The average  rate paid on  interest  bearing  demand  deposits
declined  7 basis  points to .5% from .6% while the  average  balance  increased
$15.7  million  or 7.0% to $238.9  million.  The  average  rate paid on  savings
deposits  decreased 10 basis  points to .9% from 1.0% while the average  balance
increased $21.8 million or 13.0% to $188.8 million from $167.0 million. Interest
expense on overnight  borrowings,  consisting  of federal  funds  purchased  and
securities  sold under  agreements  to  repurchase,  totaled $784  thousand,  an
increase  of $100  thousand  or 14.6%  due to a 5 basis  point  increase  in the
average  rate paid along with a $8.0  million or 10.7%  increase  in the average
balance. Interest expense on other borrowed funds decreased $82 thousand or 5.0%
due to a lower  average  balance  outstanding,  which  offset an increase in the
average rate paid.  The average  balance of other  borrowed  funds totaled $56.2
million, a decrease of $8.6 million or 13.3% in the comparison. The average rate
paid on other borrowed funds increased 33 basis points to 3.7% from 3.4%.

The net interest  margin (TE) increased 23 basis points to 3.81% during the nine
months ended  September  30, 2004  compared to 3.58% in the same period of 2003.
The increase in net interest margin is primarily  attributed to a 31 basis point
improvement  in the spread  between rates earned on earning assets and the rates
paid on interest  bearing  liabilities  to 3.56% in the current nine months from
3.25% in the same period in 2003. The effect of noninterest  bearing  sources of
funds offset the 31 basis point increase in spread by 8 basis points,  resulting
in the 23 basis point  increase  in margin.  The effect of  noninterest  bearing
sources of funds on net  interest  margin  typically  declines in a falling rate
environment.
The  following  tables  present an analysis of net interest  income for the nine
months ended September 30.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
------------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30,                                  2004                                         2003
------------------------------------------------------------------------------------------------------------------------------------
                                                 Average                        Average       Average                       Average
(In thousands)                                   Balance         Interest        Rate         Balance        Interest         Rate
------------------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS
Investment securities
  Taxable                                    $   251,213        $  6,079        3.23%     $   250,403       $  4,818         2.57%
  Nontaxable1                                     95,204           4,329        6.07           72,405          3,523         6.51
Time deposits with banks, federal
  funds sold and securities purchased
  under agreements to resell                      29,934             247        1.10           64,310            555         1.15
Loans1,2,3                                       800,269          36,554        6.10          739,505         36,575         6.61
------------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,176,620        $ 47,209        5.36%       1,126,623       $ 45,471         5.40%
------------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (12,063)                                     (11,244)
------------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,164,557                                    1,115,379
------------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           90,450                                       74,655
Premises and equipment, net                       25,136                                       24,206
Other assets                                      41,462                                       29,634
------------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,321,605                                  $ 1,243,874
------------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                    $   238,853        $    926         .52%     $   223,166       $    982          .59%
  Savings                                        188,795           1,253         .89          167,014          1,240          .99
  Time                                           443,194           9,096        2.74          423,319         10,774         3.40
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   82,682             784        1.27           74,668            684         1.22
Other borrowed funds                              56,155           1,567        3.73           64,750          1,649         3.40
------------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities        1,009,679        $ 13,626        1.80%         952,917       $ 15,329         2.15%
------------------------------------------------------------------------------------------------------------------------------------
NONINTEREST BEARING LIABILITIES
Commonwealth of Kentucky deposits                 36,780                                       34,130
Other demand deposits                            139,701                                      125,224
Other liabilities                                  8,526                                        6,843
------------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,194,686                                    1,119,114
------------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        126,919                                      124,760
------------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and
     shareholders' equity                    $ 1,321,605                                  $ 1,243,874
------------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               33,583                                      30,142
TE basis adjustment                                               (1,647)                                     (1,417)
------------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                        $ 31,936                                    $ 28,725
------------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                             3.56%                                        3.25%
Impact of noninterest bearing sources
  of funds                                                                       .25                                          .33
------------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                             3.81%                                        3.58%
------------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $1.8 million and $1.7 million in 2004 and 2003, respectively.
ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
----------------------------------------------------------------------------------------------------------------
(In thousands)                                                     Variance        Variance Attributed to
Nine Months Ended September 30,                                   2004/20031       Volume           Rate
----------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Taxable investment securities                                      $ 1,261       $    16         $  1,245
Nontaxable investment securities2                                      806         1,189             (383)
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell                    (308)         (285)             (23)
Loans2                                                                 (21)        3,879           (3,900)
----------------------------------------------------------------------------------------------------------------
     Total interest income                                           1,738         4,799           (3,061)
----------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                                       (56)           96             (152)
Savings deposits                                                        13           196             (183)
Time deposits                                                       (1,678)          762           (2,440)
Federal funds purchased and securities sold under
   agreements to repurchase                                            100            73               27
Other borrowed funds                                                   (82)         (294)             212
----------------------------------------------------------------------------------------------------------------
     Total interest expense                                         (1,703)          833           (2,536)
----------------------------------------------------------------------------------------------------------------
Net interest income                                                $ 3,441       $ 3,966         $   (525)
----------------------------------------------------------------------------------------------------------------
Percentage change                                                    100.0%        115.3%           -15.3%
----------------------------------------------------------------------------------------------------------------

1The changes that are not solely due to rate or volume are allocated on a percentage basis using the absolute
 values of rate and volume variances as a basis for allocation.
2Income stated at fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
NONINTEREST INCOME
------------------

Noninterest  income was $12.9  million or 22.0% of total  revenue  for the first
nine months of 2004,  compared to $13.8 million and 23.8%,  respectively for the
same period a year earlier.  This  represents a decrease of $933 or 6.8% and 184
basis points, respectively. The largest component of noninterest income, service
charges and fees on deposits,  increased  $389 thousand or 6.7% to $6.2 million.
The increase is mainly due to higher  overdraft  fees of $331  thousand or 8.9%.
Moderate growth in overdraft fees occurred in most of our market areas,  but was
fueled by the Citizens Georgetown acquisition, which accounted for nearly 51% of
the  increase.  Other service  charges,  commissions,  and fees were  relatively
unchanged at $2.7 million.  Data  processing fees were down 1.5% to $1.1 million
as  higher  fees for  paper  check  processing  is down in  favor  or lower  fee
electronic  transactions.  Trust fees  increased  $47  thousand  or 3.9% to $1.2
million.  Net gains on the sale of available  for sale  securities  totaled $167
thousand,  a decrease of $799  thousand  or 82.7%  compared to the same period a
year ago as the Company continues to manage the composition of its balance sheet
in an  effort to  enhance  the  risk-return  characteristics  of its  securities
portfolio.  Net  gains on the sale of  mortgage  loans  were  $229  thousand,  a
decrease of $559  thousand or 70.9% from $788  thousand in the prior year.  This
decline is  attributed  to a decline in mortgage  loans  originated  for sale of
$38.9 million or 72.8% in the comparison and is reflective of lower  refinancing
activity in the current period.  Consumer refinancing activity in the prior year
was driven by  historically  low  interest  rates.  Income from the  purchase of
company-owned life insurance increased $41 thousand or 3.8% due to a combination
of the fee schedule structure and the timing of the purchase.  The insurance was
purchased  near the end of the first  quarter of 2003,  which  results in a full
nine months of income  recorded in the current year  compared to seven months in
the prior year. Other noninterest income totaled $170 thousand, a decline of $28
thousand in the prior year.

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

Noninterest expenses totaled $30.3 million for the first nine months of 2004, an
increase  of  $2.5  million  or  8.9%  compared  to the  same  period  in  2003.
Approximately  $840  thousand  or 33.8% of the  increase  is  attributed  to the
operations of the newly acquired Citizens Georgetown during the third quarter of
2004.  Salaries  and employee  benefits,  the largest  component of  noninterest
expense,  accounts for $1.4  million or 55.5% of the increase and totaled  $16.8
million at  September  30, 2004.  Included in the $1.4 million  increase is $323
thousand related to the operations of the Citizens Georgetown.  Employee benefit
expenses increased $560 thousand or 19.3% primarily due to increased health care
costs  and the  timing  effect  of  additional  costs  associated  with  the new
postretirement  health insurance coverage initiated late in the first quarter of
2003. Salary and related payroll expenses increased $917 thousand or 7.5% in the
comparison due to increased  personnel and normal salary increases while noncash
compensation  expense  related to the Company's  nonqualified  stock option plan
declined $99 thousand or 31.5% due to the structure of the vesting schedule. The
number of full time equivalent  employees  increased to 496 from 450 reported in
the prior period,  with a significant  portion of the increase attributed to the
Citizens  Georgetown  acquisition.  Occupancy  expense,  net of  rental  income,
increased $110 thousand or 5.7% and totaled $2.0 million. Approximately 48.2% of
the  increase  in net  occupancy  expense is  attributed  to the  operations  of
Citizens  Georgetown along with higher utilities  costs.  Equipment  expense was
$2.9 million,  an increase of $119 thousand or 4.3% due to the operations of the
newly acquired Citizens Georgetown.  Other noninterest expenses,  including bank
franchise taxes, increased $877 thousand or 11.5% to $8.5 million. Approximately
$307  thousand or 35.0% of the increase is  attributed to operations of Citizens
Georgetown.   Other   significant   factors   include   increases   related   to
Sarbanes-Oxley  compliance and core deposit  amortization.  There was no related
core deposit amortization in the prior nine month period.

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

Income  tax  expense  for the  first  nine  months of 2004 was $2.6  million,  a
decrease of $235  thousand  or 8.4% from $2.8  million in the same period a year
earlier. The effective tax rate decreased 131 basis points to 19.75% from 21.06%
in 2003. The change in the effective tax rate was not significant and was due to
small changes in the mix between taxable and nontaxable income.

FINANCIAL CONDITION

Total  assets were $1.4  billion on  September  30,  2004,  an increase of $57.7
million or 4.4% from  December 31, 2003.  The increase in assets was driven by a
$115.0  million or 15.4%  increase  in net loans,  which were  helped by a $47.3
million increase in loans attributed to the newly acquired Citizens  Georgetown.
Offsetting the increase in loans were decreases in both cash and  equivalents of
$23.6  million or 18.5% and  investment  securities  of $48.7  million or 12.7%.
Other  assets,  including  $4.8  million in  goodwill  and $2.1  million in core
deposit intangibles related to the Citizens  Georgetown  acquisition,  increased
$15.3  million  or 24.1%  since  year end 2003.  The  increase  in total  assets
correlates to additional  funding  sources,  primarily  $43.0 million or 4.0% in
additional  deposits and $4.7 million or 3.7% in additional equity. The increase
in deposits is mainly due to the  Citizens  Georgetown  acquisition,  which were
$59.3 million at September 30, 2004. Total  shareholders'  equity increased $4.7
million or 3.7% due mainly to an increase in retained  earnings of $3.8  million
or 2.6%.

Management of the Company considers it noteworthy to understand 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,
checks are drawn on Farmers Bank by these agencies,  which include 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 also 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.  Therefore,  reviewing average balances is
also important to understanding the financial condition of the Company.

On an average basis, total assets were $1.3 billion for the first nine months of
2004, an increase of $70.9 million or 5.7% from year-end 2003. Average earning
assets, primarily loans and securities, were $1.2 billion at September 30, 2004,
an increase of $49.2 million or 4.4% from year-end 2003. Average earning assets
represent 89.03% of total average assets on September 30, 2004, a decrease 111
basis points compared to 90.14% at year-end 2003.

LOANS
-----

Loans, net of unearned income,  totaled $872.6 million at September 30, 2004, an
increase of $116.7 million or 15.4% from year-end  2003. The  composition of the
loan portfolio is summarized in the table below.

--------------------------------------------------------------------------------
                                      September 30, 2004       December 31, 2003
(Dollars in thousands)                   Amount       %          Amount      %
--------------------------------------------------------------------------------

Commercial, financial,
  and agriculture                      $ 132,755    15.2%     $ 110,657    14.6%
Real estate - construction                61,763     7.1         45,390     6.0
Real estate mortgage - residential       312,651    35.8        270,638    35.8
Real estate mortgage - farmland and
  Other commercial enterprises           251,210    28.8        222,100    29.4
Installment                               75,825     8.7         71,565     9.5
Lease financing                           38,434     4.4         35,595     4.7
--------------------------------------------------------------------------------
     Total                             $ 872,638   100.0%     $ 755,945   100.0%
--------------------------------------------------------------------------------

On average,  loans  represented  68.0% of earning assets during the current nine
month period compared to 65.8% for year-end 2003. As loan demand fluctuates, the
available  funds are  reallocated  between  loans and  lower  earning  temporary
investments or investment securities, which typically have lower credit risk and
lower yields.

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

The  allowance  for loan losses was $13.3  million at  September  30,  2004,  an
increase of $2.0 million or 17.7% from the prior  year-end.  Citizen  Georgetown
accounts  for $1.6  million or 81.3% of the  increase.  The  allowance  for loan
losses was 1.52% of loans net of  unearned  income at  September  30,  2004,  an
increase of 3 basis points from 1.49% from December 31, 2003.  The provision for
loan losses  increased  $24  thousand  or 3.7% and $101  thousand or 7.3% in the
current three-month and nine-month periods,  respectively,  compared to the same
periods in 2003.  The  Company had net  charge-offs  of $797  thousand  and $1.5
million in the current three and nine months of 2004, respectively,  compared to
net  charge-offs  of $671 thousand and $1.3 million in the same periods of 2003.
Annualized  net  charge-offs  represent  .37% and .25% of average  net loans for
three and nine months ended September 30, 2004, respectively compared to .32% at
year-end  2003.  The allowance for loan losses as a percentage of  nonperforming
loans  totaled  133.1% and 123.9% at  September  30, 2004 and December 31, 2003,
respectively.  The  increase  is  primarily  reflective  of the  increase in the
allowance  for loans  losses,  which  grew more  rapidly  than the  increase  in
nonperforming  loans  of $875  thousand  to  $10.0  million  in the  comparison.
Management  continues to emphasize  collection  efforts and  evaluation of risks
within the loan portfolio.

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

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate  owned,  and other  foreclosed  assets.  Nonperforming  loans  consist of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming assets totaled $14.7 million at
September  30,  2004,  an  increase  of $3.5  million  or 31.2%  from the  prior
year-end.  The increase in  nonperforming  assets was mainly  attributed  to the
Citizens  Georgetown  acquisition,   which  added  $2.7  million  to  period-end
balances.  Nonperforming  loans  totaled $10.0 million at September 30, 2004, an
increase of $875 thousand or 9.6% compared to year-end 2003. The net increase in
nonperforming loans include a $1.9 million or 35.5% increase in nonaccrual loans
to $7.1  million  offset by a $990  thousand or 25.7%  decline in loans past due
ninety days or more on which  interest is still  accruing  that  totaled $2.9 at
September 30, 2004. The Citizens Georgetown acquisition contributed $2.1 million
to nonperforming loans totals, including $1.7 million in nonaccrual loans at the
end of the current reporting period.  Nonperforming loans also include a pool of
constructions loans secured by residential real estate to a financially troubled
builder.  This pool of loans  totaled  $1.3  million at  September  30,  2004, a
decrease of $2.9 million or 68.3% from the prior year end.  Nonperforming  loans
as a percentage  of net loans were 1.1% at  September  30, 2004, a decrease of 7
basis points from 1.2% compared to year-end 2003.

Other real estate owned,  which had a balance of $1.8 million at year-end  2003,
increased  $2.7 million to $4.5 million on September  30, 2004.  The increase in
other real estate  owned  includes  $2.8 million of the  underlying  real estate
collateral  on the pool of loans to a  financially  troubled  builder  mentioned
above being transferred to the Company through foreclosure.

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

Temporary  investments  consist of interest  bearing  deposits with other banks,
federal funds sold,  and  securities  purchased  under  agreements to resell and
totaled  $16.0  million at September  30,  2004, a decrease of $11.6  million or
41.9% from year-end 2003.  Temporary  investments averaged $29.9 million for the
first nine months of 2004,  a decrease of $29.5  million or 49.6% from  year-end
2003.  The decrease is primarily a result of the Company's net funding  position
and the  relationship  between its principal  subsidiary and the Commonwealth of
Kentucky  as  described  in  preceding   sections  of  this  report.   Temporary
investments  are  reallocated as loan demand and other  investment  alternatives
present the opportunity.

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

Investment  securities  were $334.2 million on September 30, 2004, a decrease of
$48.7 million or 12.7% from year-end 2003. This decrease offset the effect of an
additional  $12.2  million  in  investment  securities  at the end of the period
attributed to the Citizens Georgetown  acquisition.  Available for sale and held
to maturity  securities  were $312.6  million and $21.6  million,  respectively.
Investment securities averaged $346.4 million for the first nine months of 2004,
an increase of $20.7 million or 6.4% from year-end 2003. The increase in average
investment  securities  was  driven  by a $19.5  million  or 25.8%  increase  in
nontaxable  securities and is attributable to the Company's continued efforts to
manage  the  composition  of its  balance  sheet in an  effort  to  enhance  the
risk-return   characteristics  of  its  securities  portfolio  in  a  continuing
difficult economic environment.  The Company had an unrealized gain on available
for sale investment securities of $3.4 million at September 30, 2004 compared to
an unrealized  gain of $3.3 million at year-end  2003 and an unrealized  loss of
$3.5 million at June 30, 2004. The $6.8 million  increase in the current quarter
is due  primarily to the impact of changing  economic  conditions,  including an
increase  in  short-term  market  interest  rates  near the end of the  previous
quarter that lowered the value of the  portfolio in that  reporting  period.  As
overall  market  rates  have  drifted  downward  for the  current  quarter,  the
portfolio has increased in value.  Market values of fixed rate  investments  are
inversely related to changes in market interest rates.

COMPANY-OWNED LIFE INSURANCE
----------------------------

The Company  purchased  life insurance  policies on certain key employees,  with
their  knowledge and consent,  during the first  quarter of 2003.  Company-owned
life insurance is recorded at its cash surrender value, i.e. the amount that can
be realized,  on the  consolidated  balance  sheets.  The related change in cash
surrender  value and  proceeds  received  under the policies are reported on the
consolidated  statements of income under the caption "Income from  company-owned
life  insurance".  Expected  income from the purchase of the insurance  policies
will be used to offset the rising costs of the Company's  various  benefit plans
as well as the  additional  costs  of the new  postretirement  health  insurance
program  implemented  during 2003.  Company-owned  life insurance  totaled $26.6
million at September 30, 2004, an increase of $1.1 million or 4.4% from year-end
2003.

DEPOSITS
--------

Total  deposits  were $1.1 billion at September  30, 2004,  an increase of $43.0
million or 4.0% from year-end 2003. Noninterest bearing deposits decreased $15.9
million or 7.0% in the  comparison.  This  decrease is primarily  due to a $25.0
million or 30.4% decline in balances with the  Commonwealth  of Kentucky.  Large
fluctuations  in  deposits  from  the  Commonwealth  of  Kentucky  are  typical.
Additional   information   regarding  the  relationship  between  the  Company's
principal  subsidiary and the Commonwealth of Kentucky is described in preceding
sections of this report.  On average,  noninterest  bearing deposits were $176.5
million  during the current  period,  an increase of $14.5  million or 9.0% from
year-end 2003.

End of period interest bearing deposit balances were $900.6 million, an increase
of $58.9 million or 7.0% compared to year-end  2003.  The increase is mainly due
to the Citizens Georgetown acquisition that accounted for $51.6 million or 87.6%
of the  increase.  The increase in interest  bearing  deposit  accounts  include
higher  interest  bearing  checking  accounts  of $1.5  million or .6%,  savings
accounts of $2.6 million or 3.6%,  and time  deposits of $67.9 million or 16.1%.
The Citizens Georgetown  acquisition  accounts for $36.6 million of the increase
in time  deposits.  Offsetting  these  increases  was a decline in money  market
deposit  accounts  of $13.1  million  or 11.4%.  On  average,  interest  bearing
deposits were $870.8 million in the current period, an increase of $48.9 million
or 6.0% from year-end 2003. The increase in average interest bearing deposits is
attributable to growth  throughout the entire deposit  portfolio  represented as
follows: interest bearing demand deposits of $11.6 million or 5.1%, money market
deposit  accounts of $6.4  million or 6.0%,  time  deposits of $20.4  million or
4.8%, and savings  accounts of $10.4 million or 16.2%.  Total deposits  averaged
$1.0 billion,  an increase of $63.4 million or 6.4% from year-end 2003. Borrowed
Funds

Borrowed funds totaled $122.0 million at September 30, 2004, an increase of $8.4
million or 7.4% from  $113.5  million  at  year-end  2003.  A $1.1  million  net
increase in  long-term  borrowings  and a $7.3  million  increase in  short-term
borrowings accounted for the increase in borrowed funds. Federal funds purchased
and  securities  sold under  agreements to repurchase  increased $6.3 million or
11.1%  due  primarily  to  increased  correspondent  banking  activity  and  the
relationship  between the Company's principal subsidiary and the Commonwealth of
Kentucky as  described in preceding  sections of this report.  Other  short-term
borrowings  increased  $1.0  million  to  $1.4  million  due to  additional  net
borrowings from the Federal Home Loan Bank ("FHLB").  The $1.1 million  increase
in long-term  borrowings  is mainly  attributed  to $5.2  million in  additional
borrowing  from the FHLB due to the Citizens  Georgetown  acquisition  offset by
$4.1 million in net  repayments  to the FHLB during the period.  Total  borrowed
funds averaged $138.8 million, an increase of $5.6 million or 4.2% from year-end
2003.

LIQUIDITY

The Parent  Company's  primary use of cash consists of dividend  payments to its
common shareholders,  purchases of its common stock, corporate acquisitions, and
other  general  operating  purposes.  Liquidity  of the Parent  Company  depends
primarily  on the  receipt  of  dividends  from its  subsidiary  banks  and cash
balances maintained.  As of September 30, 2004 combined retained earnings of the
subsidiary banks were $50.0 million, of which $3.0 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.  During the
current  nine  months  ended  September  30,  2004 the Parent  Company  received
dividends of $4.3 million from its bank subsidiaries. Management expects that in
the  aggregate,  its  subsidiary  banks will continue to have the ability to pay
dividends in order to provide funds to the Parent  Company  during the remainder
of 2004  sufficient to meet its  liquidity  needs.  The Parent  Company had cash
balances  of $12.2  million at  September  30,  2004.  Additionally,  the Parent
Company has a $10.0 million unsecured line of credit with an unrelated financial
institution  available for general corporate purposes.  This line of credit will
mature on May 31, 2005.

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; FHLB borrowings; and federal funds purchased and securities sold under
agreements to repurchase. As of September 30, 2004 the Company had approximately
$184.9  million in additional  borrowing  capacity  under various FHLB,  federal
funds, and other borrowing agreements.  There is no guarantee that these sources
of  funds  will  continue  to be  available  to the  Company,  or  that  current
borrowings can be refinanced upon maturity, although the Company is not aware of
any events or uncertainties that are likely to cause a decrease in our liquidity
from these sources.

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

Liquid assets consist of cash, cash  equivalents,  and securities  available for
sale. At September 30, 2004, such assets totaled $416.2  million,  a decrease of
$69.2  million or 14.2% from  year-end  2003.  The decrease in liquid  assets is
attributed to the overall  funding  position of the Company,  including  deposit
activity  of the  Commonwealth  of  Kentucky.  Net cash  provided  by  operating
activities  was $13.0  million in the first nine  months of 2004,  a decrease of
$4.2 million from $17.3  million in the same  nine-month  period last year.  Net
cash  used in  investing  activities  was  $14.1  million  compared  to net cash
provided by investing  activities of $67.8 million in the prior year.  The $81.9
decrease  in the  nine-month  comparison  is due  primarily  to a $36.5  million
decrease from investment securities transactions,  $63.1 million related to loan
growth, and $5.8 million attributed to net cash used in the purchase of Citizens
Georgetown.  The  purchase of  company-owned  life  insurance  in the prior year
created an  additional  $24.0 million cash outflow while there were no purchases
in the current nine  months.  Net cash used in  financing  activities  was $22.5
million for the nine months ended  September  30, 2004 compared to $16.2 million
in the prior  year.  The $6.3  million  increase  in net cash used is related to
higher net cash outflows of deposits offset by higher borrowing  activity during
the current nine-month period compared to the activity in the same period a year
earlier.

Commitments  to  extend  credit  are  considered  in  addressing  the  Company's
liquidity  management.   The  Company  does  not  expect  these  commitments  to
significantly effect the liquidity position in future periods.

CAPITAL RESOURCES

Shareholders'  equity was $131.2  million on September  30, 2004, an increase of
$4.7 million or 3.7% from year-end 2003  primarily due to a $3.8 million or 2.6%
increase in retained earnings.  Retained earnings increased as a result of $10.4
million in net income  offset by $6.7 million,  or $.99 per share,  in dividends
declared  during the first nine months of 2004.  The Company  issued 28 thousand
and one  thousand  shares of common  stock  during the first nine months of 2004
pursuant to its nonqualified stock option plan and employee stock purchase plan,
respectively.  The issuance of these shares  increased  shareholders'  equity by
$731  thousand.  Offsetting  this increase was the purchase of  approximately  2
thousand shares of outstanding common stock during the first nine months of 2004
for a total cost of $86 thousand.

In comparison to the prior quarter,  shareholders  equity increased $5.8 million
due mainly to a $4.5 million increase in accumulated other comprehensive income.
Accumulated other comprehensive  income,  consisting of unrealized holding gains
on available for sale investment  securities (net of tax),  increased sharply in
the current  quarter due to an  increase in the market  value of the  investment
securities  portfolio.  The $4.5 million  increase during the current quarter is
due  primarily  to the impact of  changing  economic  conditions,  including  an
increase  in  short-term  market  interest  rates  near the end of the  previous
quarter that lowered the value of the  portfolio in that  reporting  period.  As
overall market rates have drifted downward in the current quarter, the portfolio
has increased in value.  Market values of fixed rate  investments  are inversely
related to changes in market interest rates.

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,  2004,  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             13.19%                4.00%              6.00%
Total risk based              14.45%                8.00%             10.00%
Leverage                       8.96%                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, 2004.

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

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

At  September  30,  2004,  the model  indicated  that if rates were to gradually
increase by 75 basis points during the calendar year,  then net interest  income
and net income would  increase .14% and .35%,  respectively  for the year ending
December 31, 2004. The model indicated that if rates were to gradually  decrease
by 75 basis points over the same period, then net interest income and net income
would decrease .36% and .91%, respectively.

In the current low interest rate environment, it is not practical or possible to
reduce certain  deposit rates by the same magnitude as rates on earning  assets.
The average  rates paid on some of the Company's  deposits are below 1.0%.  This
situation  magnifies the model's  predicted  results when modeling a decrease in
interest rates, as earning assets with higher yields have more of an opportunity
to reprice at lower rates than lower-rate deposits.

ITEM 4. CONTROLS AND PROCEDURES
-------------------------------

The Company's Chief Executive  Officer and Chief Financial Officer have reviewed
and evaluated the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of the  end of the  period  covered  by  this  report,  and  have
concluded that the Company's  disclosure  controls and procedures  were adequate
and effective to ensure that all material  information  required to be disclosed
in this report has been made known to them in a timely fashion.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the Chief Executive Officer and Chief Financial  Officers  evaluation,  nor were
there any material weaknesses in the controls which required corrective action.

PART II - OTHER INFORMATION

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

As of  September  30,  2004,  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  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 2 - CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER REPURCHASES OF EQUITY
--------------------------------------------------------------------------------
         SECURITIES
         ----------

The following table provides  information with respect to shares of common stock
repurchased by the Company during the quarter ended September 30, 2004.
-----------------------------------------------------------------------------------------------------------------------------------
                                                                               Total Number of Shares    Maximum Number of Shares
                                                                                Purchased as Part of          that May Yet Be
                                     Total Number of    Average Price Paid    Publicly Announced Plans      Purchased Under the
     Period                          Shares Purchased        per Share              or Programs              Plans or Programs
-----------------------------------------------------------------------------------------------------------------------------------
July 1, 2004 to
July 31, 2004                                                                                                     199,126
-----------------------------------------------------------------------------------------------------------------------------------
August 1, 2004 to
August 31, 2004                            403                $ 32.60                   403                       198,723
-----------------------------------------------------------------------------------------------------------------------------------
September 1, 2004 to
September 30, 2004                                                                                                198,723
-----------------------------------------------------------------------------------------------------------------------------------
      Total                                403                $ 32.60                   403
-----------------------------------------------------------------------------------------------------------------------------------

On January 27, 2003, the Company's Board of Directors authorized the purchase of up to 300,000 shares of the Company's outstanding
common stock. No stated expiration date was established under this plan.
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

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

          3i.  Amended and Restated Articles of Incorporation of Farmers Capital
               Bank  Corporation  (incorporated by reference to Quarterly Report
               on Form 10-Q for the quarterly period ended June 30, 1998).

          3ii. Amended and Restated  By-Laws of Farmers Capital Bank Corporation
               (incorporated  by reference to Annual Report of Form 10-K for the
               fiscal year ended December 31, 1997.

          3iia Amendments  to  By-Laws  of  Farmers  Capital  Bank   Corporation
               (incorporated  by reference to Quarterly  Report of Form 10-Q for
               the quarterly period ended March 31, 2003).

          31.1 CEO Certification (page 30)

          31.2 CFO Certification (page 31)

          32   CEO  &  CFO  Certifications   Pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002 (page 32)

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

          On July 6, 2004, the Registrant filed a report on Form 8-K under Items
          five and seven  announcing  that First  Citizens  Bank, a wholly-owned
          subsidiary  of the  Company,  has  signed a  definitive  agreement  to
          acquire Financial  National  Electronic  Transfer,  Inc. There were no
          financial statements filed with this Form 8-K.

          On July 6, 2004, the Registrant filed a report on Form 8-K under Items
          five  and  seven  announcing  the  completion  of its  acquisition  of
          Citizens  Bank  (Kentucky),  Inc.  There were no financial  statements
          filed with this Form 8-K.

          On July 19, 2004 the Registrant filed a report on Form 8-K under Items
          12 and seven  reporting  its earning  for the second  quarter of 2004.
          There were no financial statements filed with this Form 8-K.

          On  October  5, 2004 the  Registrant  filed a report on Form 8-K under
          Items  8.01 and 9.01  announcing  that  Farmers  Bank and Trust Co., a
          wholly owned bank subsidiary  headquartered  in Georgetown,  Kentucky,
          opened a branch  bank office in downtown  Lexington,  Kentucky  and is
          expected to open a second branch in Lexington during 2005.

          On October  12, 2004 the  Registrant  filed a report on Form 8-K under
          Items 8.01 and 9.01  announcing  that First  Citizens  Bank,  a wholly
          owned  bank  subsidiary  headquartered  in  Elizabethtown,   Kentucky,
          completed its previously  announced  acquisition of Financial National
          Electronic Transfer, Inc., located in Radcliff, Kentucky.

          On October  18, 2004 the  Registrant  filed a report on Form 8-K under
          Items 2.02 and 9.01  announcing its earnings for the nine months ended
          September 30, 2004.
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:  November 8, 2004             /s/ G. Anthony Busseni
      --------------------          -------------------------------------------
                                    G. Anthony Busseni,
                                    President and CEO
                                    (Principal Executive Officer)

Date:  11-8-04                      /s/ C Douglas Carpenter
      --------------------          -------------------------------------------
                                    C. Douglas Carpenter,
                                    Vice President, Secretary, and CFO
                                    (Principal Financial and Accounting Officer)