UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         For the transition period from
                          ____________ to ____________

                         Commission File Number 0-14412

                        Farmers Capital Bank Corporation
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


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

P.O. Box 309, 202 West Main Street
Frankfort, Kentucky                                        40602
---------------------------------------   --------------------------------------
(Address of principal executive offices)                 (Zip Code)


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

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

                    Common stock, par value $0.125 per share
                   6,962,754 shares outstanding at May 6, 2001

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

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

     Unaudited Consolidated Balance Sheets -
          March 31, 2001 and December 31, 2000                                  3

     Unaudited Consolidated Statements of Income -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     4

     Unaudited Consolidated Statements of Comprehensive Income -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     5

     Unaudited Consolidated Statements of Cash Flows -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     6

     Unaudited Consolidated Statements of Changes in Shareholders' Equity -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     7

     Notes to Unaudited Consolidated Financial Statements                       8

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

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk          13

Part II - Other Information
---------------------------
  Item 1 - Legal Proceedings                                                   13

  Item 6 - Exhibits and Reports on Form 8-K                                    14
</TABLE>

<PAGE>


PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements

UNAUDITED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------------------------------
                                                                         March 31,        December 31,
(In thousands, except per share data)                                        2001                2000
--------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                 <C>
ASSETS
Cash and cash equivalents:
     Cash and due from banks                                               $63,782            $162,034
     Interest bearing deposits in other banks                                2,314               1,912
     Federal funds sold and securities purchased under
          agreements to resell                                              80,918              65,925
--------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                  147,014             229,871
--------------------------------------------------------------------------------------------------------
Investment securities:
     Available for sale                                                    203,873             211,419
     Held to maturity                                                       45,069              49,390
--------------------------------------------------------------------------------------------------------
          Total investment securities                                      248,942             260,809
--------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                              693,566             683,349
Allowance for loan losses                                                  (10,410)            (10,249)
--------------------------------------------------------------------------------------------------------
          Loans, net                                                       683,156             673,100
--------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                 24,998              24,916
Other assets                                                                15,683              16,056
--------------------------------------------------------------------------------------------------------
          Total assets                                                  $1,119,793          $1,204,752
--------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                  $144,196            $231,483
     Interest bearing                                                      746,418             737,714
--------------------------------------------------------------------------------------------------------
          Total deposits                                                   890,614             969,197
--------------------------------------------------------------------------------------------------------
Securities sold under agreements to repurchase                              90,164              90,004
Other borrowed funds                                                         7,637              11,678
Dividends payable                                                            2,144               2,155
Other liabilities                                                            8,208               6,257
--------------------------------------------------------------------------------------------------------
          Total liabilities                                                998,767           1,079,291
--------------------------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 8,033,152 and 8,031,552
     shares issued at March 31, 2001 and December 31, 2000,
     respectively                                                            1,004               1,004
Capital surplus                                                             13,915              13,634
Retained earnings                                                          132,783             131,021
Treasury stock, at cost
     1,066,298 and 859,898 shares at March 31, 2001 and
     December 31, 2000, respectively                                       (28,052)            (20,755)
Accumulated other comprehensive income                                       1,376                 557
--------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                       121,026             125,461
--------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                    $1,119,793          $1,204,752
--------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                                     2001                 2000
------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>
Interest income
Interest and fees on loans                                                    $15,392              $14,414
Interest on investment securities:
     Taxable                                                                    2,640                2,254
     Nontaxable                                                                   798                  891
Interest on deposits in other banks                                                25                   24
Interest of federal funds sold and securities purchased under
     agreements to resell                                                       1,190                  357
------------------------------------------------------------------------------------------------------------
          Total interest income                                                20,045               17,940
------------------------------------------------------------------------------------------------------------
Interest expense
Interest on deposits                                                            8,001                6,513
Interest on securities sold under agreements to repurchase                      1,256                  500
Interest on other borrowed funds                                                  152                   68
------------------------------------------------------------------------------------------------------------
          Total interest expense                                                9,409                7,081
------------------------------------------------------------------------------------------------------------
     Net interest income                                                       10,636               10,859
------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                         223                  260
------------------------------------------------------------------------------------------------------------
     Net interest income after provision for loan losses                       10,413               10,599
------------------------------------------------------------------------------------------------------------
Noninterest income
Service charges and fees on deposits                                            1,554                1,289
Other service charges, commissions, and fees                                      923                1,014
Data processing income                                                            328                  315
Trust income                                                                      386                  362
Gain on sale of available for sale investment securities, net                     279
Gain on sale of mortgage loans                                                     32                    4
Other                                                                              30                   80
------------------------------------------------------------------------------------------------------------
          Total noninterest income                                              3,532                3,064
------------------------------------------------------------------------------------------------------------
Noninterest expense
Salaries and employee benefits                                                  4,934                4,764
Occupancy expenses, net                                                           584                  560
Equipment expenses                                                                807                  675
Bank franchise tax                                                                296                  285
Other                                                                           1,887                1,998
------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                             8,508                8,282
------------------------------------------------------------------------------------------------------------
          Income before income taxes                                            5,437                5,381
------------------------------------------------------------------------------------------------------------
Income tax expense                                                              1,531                1,383
------------------------------------------------------------------------------------------------------------
Net income                                                                     $3,906               $3,998
------------------------------------------------------------------------------------------------------------
Net income per common share
     Basic and diluted                                                           $.55                 $.54
------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding
     Basic                                                                      7,099                7,422
     Diluted                                                                    7,121                7,423
------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                        2001             2000
------------------------------------------------------------------------------------------
<S>                                                             <C>               <C>
Net Income                                                      $ 3,906          $ 3,998
Other comprehensive income (loss):
     Unrealized holding gain (loss) on available for sale
     securities arising during the period, net of tax
     of $510 and ($243), respectively                               990             (472)
Reclassification adjustment for prior period:
     Unrealized gain recognized during current period,
     net of tax of ($88) and $0, respectively                      (171)
------------------------------------------------------------------------------------------
Other comprehensive income (loss)                                   819             (472)
------------------------------------------------------------------------------------------
Comprehensive income                                            $ 4,725          $ 3,526
------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>

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<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                     2001             2000
--------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                               $3,906           $3,998
     Adjustments to reconcile net income to net cash provided
          by operating activities:
          Depreciation and amortization                                          877              653
          Net amortization of investment security premiums and
                discounts:
                Available for sale                                              (305)            (162)
                Held to maturity                                                   3               (1)
          Provision for loan losses                                              223              260
          Noncash compensation expense                                           242              244
          Mortgage loans originated for sale                                  (5,441)          (1,122)
          Proceeds from sale of mortgage loans                                 4,324              752
          Deferred income tax expense                                              9               25
          Gain on sale of mortgage loans                                         (32)              (4)
          Gain on sale of premises and equipment                                  (4)              (2)
          Gain on sale of available for sale investment securities, net         (279)
          Decrease in accrued interest receivables                               678              786
          Increase in other assets                                              (526)            (711)
          (Decrease) increase in accrued interest payable                        (44)             135
          Increase in other liabilities                                        1,564            1,637
--------------------------------------------------------------------------------------------------------
     Net cash provided by operating activities                                 5,195            6,488
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                 161,715           36,654
          Held to matuiry                                                      4,318            3,386
     Proceeds from sale of available for sale investment
           securities                                                          7,245
     Purchase of available for sale investment securities                   (159,589)         (24,636)
     Loans originated for investment, net of principal collected              (9,130)         (14,113)
     Purchase of premises and equipment                                         (738)            (284)
     Proceeds from sale of equipment                                               4                2
--------------------------------------------------------------------------------------------------------
     Net cash provided by investing activities                                 3,825            1,009
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net decrease in deposits                                                (78,583)         (27,755)
     Net increase (decrease) in securities sold under agreements
           to repurchase                                                         160             (478)
     Net (decrease) increase in other borrowed funds                          (4,041)           2,874
     Dividends paid                                                           (2,155)          (2,162)
     Purchase of common stock                                                 (7,297)          (1,059)
     Stock options exercised                                                      39              104
--------------------------------------------------------------------------------------------------------
     Net cash used in financing activities                                   (91,877)         (28,476)
--------------------------------------------------------------------------------------------------------
     Net decrease in cash and cash equivalents                               (82,857)         (20,979)
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                               229,871          135,360
--------------------------------------------------------------------------------------------------------
     Cash and cash equivalents at end of period                             $147,014         $114,381
--------------------------------------------------------------------------------------------------------
Supplemental disclosures Cash paid during the period for:
     Interest                                                                 $9,453           $6,946
Cash dividend declared and unpaid                                              2,144            2,151
--------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
                                                                                                      Accumulated
                                                                                                         Other             Total
Three months ended                   Common Stock       Capital     Retained    Treasury Stock       Comprehensive     Shareholders'
March 31, 2001 and 2000            Shares     Amount    Surplus     Earnings   Shares     Amount      Income (Loss)       Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>        <C>       <C>        <C>          <C>    <C>               <C>            <C>
 Balance at December 31, 2000      8,032     $1,004    $13,634     $131,021      860   $(20,755)          $557           $125,461

Net income                                                            3,906                                                 3,906
Other comprehensive income                                                                                 819                819
Cash dividends declared,
  $.30 per share                                                     (2,144)                                               (2,144)
Purchase of common stock                                                         206     (7,297)                           (7,297)
Stock options exercised                 1                    39                                                                39
Noncash compensation expense
  attributed to stock option grants                         242                                                               242
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2001         8,033     $1,004    $13,915    $132,783    1,066   $(28,052)        $1,376           $121,026
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
  Balance at December 31, 1999      8,020     $1,002    $12,370    $125,173      582   $(11,498)       $(1,941)          $125,106
------------------------------------------------------------------------------------------------------------------------------------
Net income                                                            3,998                                                 3,998
Other comprehensive income                                                                                (472)              (472)
Cash dividends declared,                                             (2,151)                                               (2,151)
  $.29 per share
Purchase of common stock                                                          35     (1,059)                           (1,059)
Stock options exercised                 4          1        103                                                               104
Noncash compensation expense
  attributed to stock option grants                         244                                                               244
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2000         8,024     $1,003    $12,717    $127,020      617   $(12,557)       $(2,413)          $125,770
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>


<PAGE>


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

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

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

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

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000.

2.   Reclassifications

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


<PAGE>

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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

                    First Quarter 2001 vs. First Quarter 2000

The Company  reported net income of $3.9  million for the first  quarter of 2001
compared  to net  income  of $4.0  million  for the same  period  in 2000.  This
represents  a  decrease  of $92  thousand,  or 2.3%.  However,  due to the share
buy-back program,  net income per share increased.  Basic and diluted net income
per share for the first quarter of 2001 was $.55, compared to $.54 for the first
quarter of 2000.  This  represents  an increase  of 1.9%.  Net  interest  income
decreased $223 thousand, or 2.1%. Noninterest income increased $468 thousand, or
15.3%, while noninterest expense only increased $226 thousand, or 2.7%.

Return on average  assets was 1.44% for the first  quarter of 2001,  compared to
1.61% reported for the same period of 2000.  Return on average equity was 12.78%
for the first quarter of 2001, compared to 12.86% for the same period of 2000.

Net Interest Income
-------------------
Net  interest  income  totaled  $10.6  million for the first  quarter of 2001, a
decrease of $223 thousand or 2.1% over the first quarter of 2000. Total interest
income was $20.0  million  for the first  quarter of 2001,  an  increase of $2.1
million or 11.7%.  Total  interest  expense  was $9.4  million  for the  current
quarter,  an  increase of $2.3  million or 32.9%  compared to the same period in
2000.

The interest rate  environment has been extremely  volatile during the reporting
periods.  Actions taken by the Federal Reserve Board increased interest rates 50
basis points during the first quarter of 2000, and an additional 50 basis points
later in the year.  During the first quarter of 2001, the Federal  Reserve Board
lowered interest rates 100 basis points. During a falling rate environment,  the
challenge  is to reduce  deposit  rates to offset  the  decline  in the yield of
variable rate loans, and yet remain competitive within our market.

Interest and fees on loans  increased $978 thousand mainly due to an increase in
volume.  Average loans increased $35 million, or 5.4%, while the yield increased
25 basis  points  to  9.20%.  Interest  on  taxable  securities  increased  $386
thousand, or 17.1%, mainly due to a $25 million increase in the average balance.
The average  rate earned on these  securities  only  increased 5 basis points to
6.36%.  Interest on nontaxable  securities decreased $93 thousand, or 10.4%, due
to a $8.4 million  decrease in the average  balance,  and a decrease of 12 basis
points to 6.51% on the average rate earned.  Interest on short-term investments,
including  time  deposits in other banks,  federal  funds sold,  and  securities
purchased  under  agreements  to  resell,  increased  $834  thousand,  which  is
primarily  due to a $65  million  increase  in the  average  balance.  This  was
partially  offset by a 73 basis point  decrease  in the  average  rate earned on
these investments.

Interest expense on deposits increased $1.5 million,  or 22.8%, to $8.0 million.
This  increase  resulted from an increase in volume and the average rate paid on
time deposits. Rate and volume contributed nearly equal amounts to the increase.
The average rate paid on time deposits was 6.08%, compared to 5.23% for the same
period of 2000.  The  average  rate paid on  interest  bearing  demand  deposits
remained  unchanged  at 2.20%,  and the  average  rate paid on savings  deposits
increased  17 basis  points to 3.36%.  The  average  balance  of total  interest
bearing deposits increased $51 million,  or 7.5%.  Interest expense on overnight
investments   consisting  of  federal  funds  sold  and  securities  sold  under
agreements  to  repurchase  increased  $756  thousand.  This  increase is almost
entirely  attributable  to an  increase  in  volume.  Interest  expense on other
borrowed funds  increased $84 thousand in comparison  with the prior year.  This
increase is also a result of an increase in volume.

The net interest margin on a tax equivalent  basis decreased to 4.44% during the
first quarter of 2001 compared to 5.08% in the first quarter of 2000. The spread
between  rates  earned and paid was 3.59% for the  current  quarter  compared to
4.30% in the same  period  last year.  The  decrease is the result of a 68 basis
point increase in the average rate paid on interest bearing  liabilities,  and a
substantial  increase in the volume of  interest  bearing  liabilities  that was
partially  offset by a  substantial  increase in the volume of interest  earning
assets.

Noninterest Income
------------------
Noninterest income was $3.5 million for the current quarter, up $468 thousand or
15.3%  compared to the prior year.  Service  charges and fees on  deposits,  the
largest component of noninterest income, increased $265 thousand, or 20.6%. This
increase  is the  result  of a new NSF fee  structure.  Other  service  charges,
commissions,  and fees  decreased  $91  thousand,  or  9.0%,  and  totaled  $923
thousand.  Trust income increased $24 thousand, or 6.6%, to $386 thousand.  Gain
on the sale of available for sale  securities  for the current  quarter was $279
thousand,  compared to $0 in the prior  year.  Gain on the sale of loans was $32
thousand,  an increase of $28 thousand  over the prior year.  Other  noninterest
income decreased $50 thousand.

Noninterest Expense
-------------------
Total  noninterest  expenses  increased $226 thousand,  or 2.7%,  from the first
quarter of 2000 to $8.5  million.  Salaries and employee  benefits,  the largest
component of noninterest  expense,  increased  $170 thousand or 3.6%.  Occupancy
expense,  net of rental income, was $584 thousand,  an increase of $24 thousand,
or 4.3% over the prior year.  Equipment  expense  increased  $132  thousand,  or
19.6%,  to $807 thousand.  This increase is related to the  depreciation  of new
equipment purchases. Other noninterest expense decreased $111 thousand, or 5.6%,
to $1.9 million.

Income Taxes
------------
Income tax expense for the first quarter of 2001 was $1.5  million,  an increase
of $148 thousand or 10.7% from the first quarter of 2000. The effective tax rate
was 28.2% for the current quarter, an increase from 25.7% from the first quarter
of  2000.  The  increase  in the  effective  tax  rate is due to a  decrease  in
tax-exempt income from both municipal loans and municipal securities.

FINANCIAL CONDITION

Total assets were $1.1 billion on March 31, 2001, a decrease of $85 million from
December  31, 2000.  Fluctuations  in assets and deposits are typical due to the
relationship between the Company's principal subsidiary,  Farmers Bank & Capital
Trust Company and the  Commonwealth of Kentucky.  Farmers Bank provides  various
services  to state  agencies  of the  Commonwealth.  As the  depository  for the
Commonwealth,  these  agencies  issue  checks drawn on Farmers  Bank,  including
paychecks and state income tax refunds.  Farmers Bank also processes vouchers of
the WIC  (Women,  Infants  and  Children)  program  for the  Cabinet  for  Human
Resources.  The Bank's investment  department provides services to the Teacher's
Retirement systems.  As the depository for the Commonwealth,  large fluctuations
in deposits are likely to occur on a daily  basis.  On an average  basis,  total
assets were $1.1 billion for the first three months of 2001,  an increase of $74
million or 7.2% from year-end 2000.

Loans
-----
Loans,  net of unearned  income,  totaled  $694  million at March 31,  2001,  an
increase of $10.2 million or 1.5% from year-end 2000. This increase is primarily
a result of a $10.2 million,  or 2.2%, increase in loans secured by real estate.
The major  contributing  category to this  increase is loans secured by nonfarm,
nonresidential  property,  which increased $7.2 million, or 4.9%. Average loans,
net of unearned  income,  increased  $16.8 million,  or 2.5%. On average,  loans
represented 67.6% of earning assets compared to 72.0% for year-end 2000. As loan
demand  fluctuates,  the available funds are redirected between either temporary
investments or investment securities.

Allowance for Loan Losses
-------------------------
The  allowance  for loan losses was $10.4 million at March 31, 2001, an increase
of $161 thousand from the prior year-end. The allowance for loan losses was 1.5%
of net loans at March 31, 2001 and December 31, 2000. In  management's  opinion,
the allowance  for loan losses is adequate to cover losses  inherent in the loan
portfolio.  The provision for loan losses  decreased $37 thousand in the current
period  compared to the same period in 2000. The Company had net  charge-offs of
$62 thousand in the first three months of 2001  compared to net  charge-offs  of
$41  thousand  in the same period of 2000.  Management  continues  to  emphasize
collection efforts and evaluation of risks within the loan portfolio.

Nonperforming Assets
--------------------
Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate owned,  and other  foreclosed  assets.  Nonperforming  loans  consists of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming  assets totaled $6.2 million at
March 31, 2001, an increase of $856  thousand or 16.1% from the prior  year-end.
Nonperforming  loans totaled $5.1 million at March 31, 2001, an increase of $500
thousand or 10.9% compared to year-end 2000. Nonperforming loans as a percentage
of net loans increased from .67% at year-end to .74% at March 31, 2001.

Other real estate owned,  which had a balance of $598 thousand at year-end 2000,
increased to $816 thousand as of March 31, 2001.

Temporary Investments
---------------------
Interest  bearing  deposits with other banks,  federal funds sold and securities
purchased under  agreements to resell  averaged $89 million,  an increase of $51
million  from  year-end  2000.  This  increase  is  primarily  a  result  of the
relationship  between the Company's principal subsidiary and the Commonwealth of
Kentucky  as  described  in  preceding   sections  of  this  report.   Temporary
investments are reallocated as loan demand presents the opportunity.

Investment Securities
---------------------
Investment  securities  were $249 million on March 31, 2001, a decrease of $11.9
million or 4.6% from  year-end  2000.  Available  for sale and held to  maturity
securities  were  $204  and $45  million,  respectively.  Investment  securities
averaged  $238  million  for the first  quarter of 2001,  an  increase  of $16.9
million or 7.6% from  year-end  2000.  The  Company  had an  unrealized  gain on
available  for sale  investment  securities  of $2.1  million at March 31,  2001
compared  to $844  thousand  at  year-end  2000.  Typically  the value of a bond
portfolio and interest  rates have an inverse  relationship;  therefore,  in the
falling  interest rate environment the value of the available for sale portfolio
has increased.

Deposits
--------
Total  deposits were $891 million at March 31, 2001, a decrease of $78.6 million
or 8.1% from year-end 2000. Noninterest bearing deposits decreased $87.3 million
in the comparison.  This decrease is primarily due to the  relationship  between
the Company's principal subsidiary and the Commonwealth of Kentucky as described
in preceding sections of this report. On average,  noninterest  bearing deposits
were $145.6 million during the current period,  a decrease of $341 thousand,  or
 .23%.  Interest bearing deposits  increased $8.7 million during the three months
ended March 31, 2001. On average, interest bearing deposits were $729 million in
the current  period,  an increase of $43.5  million from  year-end  2000.  Total
deposits  averaged  $874  million,  an  increase  of $43.1  million or 5.2% from
year-end 2000.

Borrowed Funds
--------------
Borrowed funds totaled $97.8  million,  a decrease of $3.9 million from year-end
2000.  This decrease is primarily  due to a decrease in borrowed  funds from the
Federal  Home Loan Bank of  Cincinnati.  Total  borrowed  funds  averaged  $96.1
million,  an  increase  of  $35.3  million  or 58.2%  from  year-end  2000.  The
fluctuation in borrowed funds is primarily due to the  relationship  between the
Company's principal  subsidiary and the Commonwealth of Kentucky as described in
preceding sections of this report.

LIQUIDITY

The  liquidity  of the Parent  Company is  primarily  affected by the receipt of
dividends from its subsidiary  banks and cash balances  maintained.  As of March
31, 2001 combined retained earnings of the subsidiary banks were $57 million, of
which $10.0  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.  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 2001  sufficient
to meet its  liquidity  needs.  The Parent  Company  had cash  balances of $15.9
million at March 31, 2001.

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

For the longer term, the liquidity position is managed by balancing the maturity
structure of the balance sheet. This process allows for an orderly flow of funds
over an extended period of time.

Liquid assets consist of cash and due from banks,  short-term  investments,  and
securities  available  for sale.  At March 31,  2001,  such assets  totaled $351
million,  a decrease of $90.4 million from year-end  2000.  Net cash provided by
operating  activities  decreased  $1.3  million  in the  first  quarter  of 2001
compared to the same period last year.  The decrease is primarily  attributed to
the increase in the mortgage  loans  originated  for sale.  Net cash provided by
investing  activities  was $3.8 million,  an increase of $2.8 million.  Net cash
used in financing  activities  was $91.9  million for the period ended March 31,
2001 compared to $28.5 million in the prior year.  The increase in net cash used
in  financing  activities  is due  primarily to the decrease in deposits and the
purchase of common stock.

CAPITAL RESOURCES

Shareholders'  equity was $121 million on March 31, 2001, down $4.4 million from
year-end  2000.  The Company  purchased 206 thousand  shares of its  outstanding
common  stock  during  the first  three  months of 2001 for a total cost of $7.3
million.

The Company  announced a stock purchase plan on July 25, 2000, which states that
it intends to purchase up to 500,000  shares of its  outstanding  common  stock.
This is an addition to the plan  announced on November 9, 1998 to purchase up to
400,000  shares.  The purchases  will be dependent on the market  conditions and
there is no  guarantee  as to the exact  number of shares to be purchased by the
Company.  Shares would be used for general corporate  purposes.  Consistent with
the  objective  of  maximizing  shareholder  value,  the Company  considers  the
purchase  of  its  outstanding  shares  in a  given  price  range  to be a  good
investment of the Company's available funds.

The Company  issued  1,600  shares of common stock during the first three months
pursuant to its  nonqualified  stock option  plan.  Dividends of $2.1 million or
$.30 per share were  declared  during the three  months of 2001,  an increase of
3.4% per share  compared to the prior year.  The  Company's  available  for sale
investment  securities  portfolio  had net  unrealized  gains of $1.4 million at
March 31, 2001, up from a net unrealized gain of $557 thousand at year-end.

Consistent with the objective of operating a sound financial  organization,  the
Company's goal is to maintain  capital ratios well above the regulatory  minimum
requirements.  The Company's capital ratios as of March 31, 2001, the regulatory
minimums and the regulatory standard for a "well capitalized" institution are as
follows:

                           Farmers Capital          Regulatory           Well
                           Bank Corporation           Minimum        Capitalized
--------------------------------------------------------------------------------
Tier 1 risk based               16.45%                 4.00%             6.00%
Total risk based                17.71%                 8.00%            10.00%
Leverage                        10.85%                 4.00%             5.00%

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the applicable  minimum regulatory capital ratio requirements at March
31, 2001.

EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

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

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

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

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

The  implementation  of this  Statement  did not have a  material  effect on the
consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
There have been no material  changes in the Company's  market risk from December
31, 2000.  For  information  regarding the Company's  market risk,  refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------
As of March 31, 2001, there had been no material changes to the cases previously
reported, and no new significant cases have emerged.

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

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
a)       List of Exhibits
         ----------------
         11    Statement re computation of per share earnings

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

         None.

<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




Date:      5/8/01                    /s/ Charles Scott Boyd
      --------------------       -----------------------------------------------
                                 Charles Scott Boyd,
                                 President and CEO (Principal Executive Officer)


Date:      5/8/01                   /s/ Cecil Douglas Carpenter
      --------------------       -----------------------------------------------
                                    Cecil Douglas Carpenter,
                                    Vice President and CFO (Principal Financial
                                    and Accounting Officer)

<PAGE>


                                   Exhibit 11
                 Statement re computation of per share earnings
--------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                         2001                2000
--------------------------------------------------------------------------------
Net income, basic and diluted                      $3,906              $3,998
--------------------------------------------------------------------------------
Average shares outstanding                          7,099               7,422
Effect of dilutive stock options                       22                   1
--------------------------------------------------------------------------------
Average diluted shares outstanding                  7,121               7,423
--------------------------------------------------------------------------------
Net income per share, basic                          $.55                $.54
Net income per share, diluted                        $.55                $.54
--------------------------------------------------------------------------------
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{"company-data": {"conformed-name": "FARMERS CAPITAL BANK CORP", "cik": "0000713095", "assigned-sic": "6021", "irs-number": "611017851", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-14412", "film-number": "1627886"}, "business-address": {"street1": "PO BOX 309", "street2": "202 W MAIN ST", "city": "FRANKFORT", "state": "KY", "zip": "40602", "phone": "5022271668"}, "mail-address": {"street1": "P O BOX 309", "street2": "202 WEST MAIN STREET", "city": "FRANKFORT", "state": "KY", "zip": "40602"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001

                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         For the transition period from
                          ____________ to ____________

                         Commission File Number 0-14412

                        Farmers Capital Bank Corporation
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

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

P.O. Box 309, 202 West Main Street
Frankfort, Kentucky                                        40602
---------------------------------------   --------------------------------------
(Address of principal executive offices)                 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X] No [ ]

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

                    Common stock, par value $0.125 per share
                   6,962,754 shares outstanding at May 6, 2001
TABLE OF CONTENTS

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

     Unaudited Consolidated Balance Sheets -
          March 31, 2001 and December 31, 2000                                  3

     Unaudited Consolidated Statements of Income -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     4

     Unaudited Consolidated Statements of Comprehensive Income -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     5

     Unaudited Consolidated Statements of Cash Flows -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     6

     Unaudited Consolidated Statements of Changes in Shareholders' Equity -
          For the Three Months Ended
          March 31, 2001 and March 31, 2000                                     7

     Notes to Unaudited Consolidated Financial Statements                       8

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

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk          13

Part II - Other Information
---------------------------
  Item 1 - Legal Proceedings                                                   13

  Item 6 - Exhibits and Reports on Form 8-K                                    14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

UNAUDITED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------------------------------
                                                                         March 31,        December 31,
(In thousands, except per share data)                                        2001                2000
--------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents:
     Cash and due from banks                                               $63,782            $162,034
     Interest bearing deposits in other banks                                2,314               1,912
     Federal funds sold and securities purchased under
          agreements to resell                                              80,918              65,925
--------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                  147,014             229,871
--------------------------------------------------------------------------------------------------------
Investment securities:
     Available for sale                                                    203,873             211,419
     Held to maturity                                                       45,069              49,390
--------------------------------------------------------------------------------------------------------
          Total investment securities                                      248,942             260,809
--------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                              693,566             683,349
Allowance for loan losses                                                  (10,410)            (10,249)
--------------------------------------------------------------------------------------------------------
          Loans, net                                                       683,156             673,100
--------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                 24,998              24,916
Other assets                                                                15,683              16,056
--------------------------------------------------------------------------------------------------------
          Total assets                                                  $1,119,793          $1,204,752
--------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                  $144,196            $231,483
     Interest bearing                                                      746,418             737,714
--------------------------------------------------------------------------------------------------------
          Total deposits                                                   890,614             969,197
--------------------------------------------------------------------------------------------------------
Securities sold under agreements to repurchase                              90,164              90,004
Other borrowed funds                                                         7,637              11,678
Dividends payable                                                            2,144               2,155
Other liabilities                                                            8,208               6,257
--------------------------------------------------------------------------------------------------------
          Total liabilities                                                998,767           1,079,291
--------------------------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 8,033,152 and 8,031,552
     shares issued at March 31, 2001 and December 31, 2000,
     respectively                                                            1,004               1,004
Capital surplus                                                             13,915              13,634
Retained earnings                                                          132,783             131,021
Treasury stock, at cost
     1,066,298 and 859,898 shares at March 31, 2001 and
     December 31, 2000, respectively                                       (28,052)            (20,755)
Accumulated other comprehensive income                                       1,376                 557
--------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                       121,026             125,461
--------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                    $1,119,793          $1,204,752
--------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                                     2001                 2000
------------------------------------------------------------------------------------------------------------
Interest income
Interest and fees on loans                                                    $15,392              $14,414
Interest on investment securities:
     Taxable                                                                    2,640                2,254
     Nontaxable                                                                   798                  891
Interest on deposits in other banks                                                25                   24
Interest of federal funds sold and securities purchased under
     agreements to resell                                                       1,190                  357
------------------------------------------------------------------------------------------------------------
          Total interest income                                                20,045               17,940
------------------------------------------------------------------------------------------------------------
Interest expense
Interest on deposits                                                            8,001                6,513
Interest on securities sold under agreements to repurchase                      1,256                  500
Interest on other borrowed funds                                                  152                   68
------------------------------------------------------------------------------------------------------------
          Total interest expense                                                9,409                7,081
------------------------------------------------------------------------------------------------------------
     Net interest income                                                       10,636               10,859
------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                         223                  260
------------------------------------------------------------------------------------------------------------
     Net interest income after provision for loan losses                       10,413               10,599
------------------------------------------------------------------------------------------------------------
Noninterest income
Service charges and fees on deposits                                            1,554                1,289
Other service charges, commissions, and fees                                      923                1,014
Data processing income                                                            328                  315
Trust income                                                                      386                  362
Gain on sale of available for sale investment securities, net                     279
Gain on sale of mortgage loans                                                     32                    4
Other                                                                              30                   80
------------------------------------------------------------------------------------------------------------
          Total noninterest income                                              3,532                3,064
------------------------------------------------------------------------------------------------------------
Noninterest expense
Salaries and employee benefits                                                  4,934                4,764
Occupancy expenses, net                                                           584                  560
Equipment expenses                                                                807                  675
Bank franchise tax                                                                296                  285
Other                                                                           1,887                1,998
------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                             8,508                8,282
------------------------------------------------------------------------------------------------------------
          Income before income taxes                                            5,437                5,381
------------------------------------------------------------------------------------------------------------
Income tax expense                                                              1,531                1,383
------------------------------------------------------------------------------------------------------------
Net income                                                                     $3,906               $3,998
------------------------------------------------------------------------------------------------------------
Net income per common share
     Basic and diluted                                                           $.55                 $.54
------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding
     Basic                                                                      7,099                7,422
     Diluted                                                                    7,121                7,423
------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                        2001             2000
------------------------------------------------------------------------------------------
Net Income                                                      $ 3,906          $ 3,998
Other comprehensive income (loss):
     Unrealized holding gain (loss) on available for sale
     securities arising during the period, net of tax
     of $510 and ($243), respectively                               990             (472)
Reclassification adjustment for prior period:
     Unrealized gain recognized during current period,
     net of tax of ($88) and $0, respectively                      (171)
------------------------------------------------------------------------------------------
Other comprehensive income (loss)                                   819             (472)
------------------------------------------------------------------------------------------
Comprehensive income                                            $ 4,725          $ 3,526
------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                     2001             2000
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                               $3,906           $3,998
     Adjustments to reconcile net income to net cash provided
          by operating activities:
          Depreciation and amortization                                          877              653
          Net amortization of investment security premiums and
                discounts:
                Available for sale                                              (305)            (162)
                Held to maturity                                                   3               (1)
          Provision for loan losses                                              223              260
          Noncash compensation expense                                           242              244
          Mortgage loans originated for sale                                  (5,441)          (1,122)
          Proceeds from sale of mortgage loans                                 4,324              752
          Deferred income tax expense                                              9               25
          Gain on sale of mortgage loans                                         (32)              (4)
          Gain on sale of premises and equipment                                  (4)              (2)
          Gain on sale of available for sale investment securities, net         (279)
          Decrease in accrued interest receivables                               678              786
          Increase in other assets                                              (526)            (711)
          (Decrease) increase in accrued interest payable                        (44)             135
          Increase in other liabilities                                        1,564            1,637
--------------------------------------------------------------------------------------------------------
     Net cash provided by operating activities                                 5,195            6,488
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                 161,715           36,654
          Held to matuiry                                                      4,318            3,386
     Proceeds from sale of available for sale investment
           securities                                                          7,245
     Purchase of available for sale investment securities                   (159,589)         (24,636)
     Loans originated for investment, net of principal collected              (9,130)         (14,113)
     Purchase of premises and equipment                                         (738)            (284)
     Proceeds from sale of equipment                                               4                2
--------------------------------------------------------------------------------------------------------
     Net cash provided by investing activities                                 3,825            1,009
--------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net decrease in deposits                                                (78,583)         (27,755)
     Net increase (decrease) in securities sold under agreements
           to repurchase                                                         160             (478)
     Net (decrease) increase in other borrowed funds                          (4,041)           2,874
     Dividends paid                                                           (2,155)          (2,162)
     Purchase of common stock                                                 (7,297)          (1,059)
     Stock options exercised                                                      39              104
--------------------------------------------------------------------------------------------------------
     Net cash used in financing activities                                   (91,877)         (28,476)
--------------------------------------------------------------------------------------------------------
     Net decrease in cash and cash equivalents                               (82,857)         (20,979)
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                               229,871          135,360
--------------------------------------------------------------------------------------------------------
     Cash and cash equivalents at end of period                             $147,014         $114,381
--------------------------------------------------------------------------------------------------------
Supplemental disclosures Cash paid during the period for:
     Interest                                                                 $9,453           $6,946
Cash dividend declared and unpaid                                              2,144            2,151
--------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
                                                                                                      Accumulated
                                                                                                         Other             Total
Three months ended                   Common Stock       Capital     Retained    Treasury Stock       Comprehensive     Shareholders'
March 31, 2001 and 2000            Shares     Amount    Surplus     Earnings   Shares     Amount      Income (Loss)       Equity
------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000      8,032     $1,004    $13,634     $131,021      860   $(20,755)          $557           $125,461

Net income                                                            3,906                                                 3,906
Other comprehensive income                                                                                 819                819
Cash dividends declared,
  $.30 per share                                                     (2,144)                                               (2,144)
Purchase of common stock                                                         206     (7,297)                           (7,297)
Stock options exercised                 1                    39                                                                39
Noncash compensation expense
  attributed to stock option grants                         242                                                               242
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2001         8,033     $1,004    $13,915    $132,783    1,066   $(28,052)        $1,376           $121,026
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
  Balance at December 31, 1999      8,020     $1,002    $12,370    $125,173      582   $(11,498)       $(1,941)          $125,106
------------------------------------------------------------------------------------------------------------------------------------
Net income                                                            3,998                                                 3,998
Other comprehensive income                                                                                (472)              (472)
Cash dividends declared,                                             (2,151)                                               (2,151)
  $.29 per share
Purchase of common stock                                                          35     (1,059)                           (1,059)
Stock options exercised                 4          1        103                                                               104
Noncash compensation expense
  attributed to stock option grants                         244                                                               244
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2000         8,024     $1,003    $12,717    $127,020      617   $(12,557)       $(2,413)          $125,770
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

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

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

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

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000.

2.   Reclassifications

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation. These
reclassifications  do not  affect net  income or total  shareholders'  equity as
previously reported.
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
         of Operations
         -------------

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

                    First Quarter 2001 vs. First Quarter 2000

The Company  reported net income of $3.9  million for the first  quarter of 2001
compared  to net  income  of $4.0  million  for the same  period  in 2000.  This
represents  a  decrease  of $92  thousand,  or 2.3%.  However,  due to the share
buy-back program,  net income per share increased.  Basic and diluted net income
per share for the first quarter of 2001 was $.55, compared to $.54 for the first
quarter of 2000.  This  represents  an increase  of 1.9%.  Net  interest  income
decreased $223 thousand, or 2.1%. Noninterest income increased $468 thousand, or
15.3%, while noninterest expense only increased $226 thousand, or 2.7%.

Return on average  assets was 1.44% for the first  quarter of 2001,  compared to
1.61% reported for the same period of 2000.  Return on average equity was 12.78%
for the first quarter of 2001, compared to 12.86% for the same period of 2000.

Net Interest Income
-------------------
Net  interest  income  totaled  $10.6  million for the first  quarter of 2001, a
decrease of $223 thousand or 2.1% over the first quarter of 2000. Total interest
income was $20.0  million  for the first  quarter of 2001,  an  increase of $2.1
million or 11.7%.  Total  interest  expense  was $9.4  million  for the  current
quarter,  an  increase of $2.3  million or 32.9%  compared to the same period in
2000.

The interest rate  environment has been extremely  volatile during the reporting
periods.  Actions taken by the Federal Reserve Board increased interest rates 50
basis points during the first quarter of 2000, and an additional 50 basis points
later in the year.  During the first quarter of 2001, the Federal  Reserve Board
lowered interest rates 100 basis points. During a falling rate environment,  the
challenge  is to reduce  deposit  rates to offset  the  decline  in the yield of
variable rate loans, and yet remain competitive within our market.

Interest and fees on loans  increased $978 thousand mainly due to an increase in
volume.  Average loans increased $35 million, or 5.4%, while the yield increased
25 basis  points  to  9.20%.  Interest  on  taxable  securities  increased  $386
thousand, or 17.1%, mainly due to a $25 million increase in the average balance.
The average  rate earned on these  securities  only  increased 5 basis points to
6.36%.  Interest on nontaxable  securities decreased $93 thousand, or 10.4%, due
to a $8.4 million  decrease in the average  balance,  and a decrease of 12 basis
points to 6.51% on the average rate earned.  Interest on short-term investments,
including  time  deposits in other banks,  federal  funds sold,  and  securities
purchased  under  agreements  to  resell,  increased  $834  thousand,  which  is
primarily  due to a $65  million  increase  in the  average  balance.  This  was
partially  offset by a 73 basis point  decrease  in the  average  rate earned on
these investments.

Interest expense on deposits increased $1.5 million,  or 22.8%, to $8.0 million.
This  increase  resulted from an increase in volume and the average rate paid on
time deposits. Rate and volume contributed nearly equal amounts to the increase.
The average rate paid on time deposits was 6.08%, compared to 5.23% for the same
period of 2000.  The  average  rate paid on  interest  bearing  demand  deposits
remained  unchanged  at 2.20%,  and the  average  rate paid on savings  deposits
increased  17 basis  points to 3.36%.  The  average  balance  of total  interest
bearing deposits increased $51 million,  or 7.5%.  Interest expense on overnight
investments   consisting  of  federal  funds  sold  and  securities  sold  under
agreements  to  repurchase  increased  $756  thousand.  This  increase is almost
entirely  attributable  to an  increase  in  volume.  Interest  expense on other
borrowed funds  increased $84 thousand in comparison  with the prior year.  This
increase is also a result of an increase in volume.

The net interest margin on a tax equivalent  basis decreased to 4.44% during the
first quarter of 2001 compared to 5.08% in the first quarter of 2000. The spread
between  rates  earned and paid was 3.59% for the  current  quarter  compared to
4.30% in the same  period  last year.  The  decrease is the result of a 68 basis
point increase in the average rate paid on interest bearing  liabilities,  and a
substantial  increase in the volume of  interest  bearing  liabilities  that was
partially  offset by a  substantial  increase in the volume of interest  earning
assets.

Noninterest Income
------------------
Noninterest income was $3.5 million for the current quarter, up $468 thousand or
15.3%  compared to the prior year.  Service  charges and fees on  deposits,  the
largest component of noninterest income, increased $265 thousand, or 20.6%. This
increase  is the  result  of a new NSF fee  structure.  Other  service  charges,
commissions,  and fees  decreased  $91  thousand,  or  9.0%,  and  totaled  $923
thousand.  Trust income increased $24 thousand, or 6.6%, to $386 thousand.  Gain
on the sale of available for sale  securities  for the current  quarter was $279
thousand,  compared to $0 in the prior  year.  Gain on the sale of loans was $32
thousand,  an increase of $28 thousand  over the prior year.  Other  noninterest
income decreased $50 thousand.

Noninterest Expense
-------------------
Total  noninterest  expenses  increased $226 thousand,  or 2.7%,  from the first
quarter of 2000 to $8.5  million.  Salaries and employee  benefits,  the largest
component of noninterest  expense,  increased  $170 thousand or 3.6%.  Occupancy
expense,  net of rental income, was $584 thousand,  an increase of $24 thousand,
or 4.3% over the prior year.  Equipment  expense  increased  $132  thousand,  or
19.6%,  to $807 thousand.  This increase is related to the  depreciation  of new
equipment purchases. Other noninterest expense decreased $111 thousand, or 5.6%,
to $1.9 million.

Income Taxes
------------
Income tax expense for the first quarter of 2001 was $1.5  million,  an increase
of $148 thousand or 10.7% from the first quarter of 2000. The effective tax rate
was 28.2% for the current quarter, an increase from 25.7% from the first quarter
of  2000.  The  increase  in the  effective  tax  rate is due to a  decrease  in
tax-exempt income from both municipal loans and municipal securities.

FINANCIAL CONDITION

Total assets were $1.1 billion on March 31, 2001, a decrease of $85 million from
December  31, 2000.  Fluctuations  in assets and deposits are typical due to the
relationship between the Company's principal subsidiary,  Farmers Bank & Capital
Trust Company and the  Commonwealth of Kentucky.  Farmers Bank provides  various
services  to state  agencies  of the  Commonwealth.  As the  depository  for the
Commonwealth,  these  agencies  issue  checks drawn on Farmers  Bank,  including
paychecks and state income tax refunds.  Farmers Bank also processes vouchers of
the WIC  (Women,  Infants  and  Children)  program  for the  Cabinet  for  Human
Resources.  The Bank's investment  department provides services to the Teacher's
Retirement systems.  As the depository for the Commonwealth,  large fluctuations
in deposits are likely to occur on a daily  basis.  On an average  basis,  total
assets were $1.1 billion for the first three months of 2001,  an increase of $74
million or 7.2% from year-end 2000.

Loans
-----
Loans,  net of unearned  income,  totaled  $694  million at March 31,  2001,  an
increase of $10.2 million or 1.5% from year-end 2000. This increase is primarily
a result of a $10.2 million,  or 2.2%, increase in loans secured by real estate.
The major  contributing  category to this  increase is loans secured by nonfarm,
nonresidential  property,  which increased $7.2 million, or 4.9%. Average loans,
net of unearned  income,  increased  $16.8 million,  or 2.5%. On average,  loans
represented 67.6% of earning assets compared to 72.0% for year-end 2000. As loan
demand  fluctuates,  the available funds are redirected between either temporary
investments or investment securities.

Allowance for Loan Losses
-------------------------
The  allowance  for loan losses was $10.4 million at March 31, 2001, an increase
of $161 thousand from the prior year-end. The allowance for loan losses was 1.5%
of net loans at March 31, 2001 and December 31, 2000. In  management's  opinion,
the allowance  for loan losses is adequate to cover losses  inherent in the loan
portfolio.  The provision for loan losses  decreased $37 thousand in the current
period  compared to the same period in 2000. The Company had net  charge-offs of
$62 thousand in the first three months of 2001  compared to net  charge-offs  of
$41  thousand  in the same period of 2000.  Management  continues  to  emphasize
collection efforts and evaluation of risks within the loan portfolio.

Nonperforming Assets
--------------------
Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate owned,  and other  foreclosed  assets.  Nonperforming  loans  consists of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming  assets totaled $6.2 million at
March 31, 2001, an increase of $856  thousand or 16.1% from the prior  year-end.
Nonperforming  loans totaled $5.1 million at March 31, 2001, an increase of $500
thousand or 10.9% compared to year-end 2000. Nonperforming loans as a percentage
of net loans increased from .67% at year-end to .74% at March 31, 2001.

Other real estate owned,  which had a balance of $598 thousand at year-end 2000,
increased to $816 thousand as of March 31, 2001.

Temporary Investments
---------------------
Interest  bearing  deposits with other banks,  federal funds sold and securities
purchased under  agreements to resell  averaged $89 million,  an increase of $51
million  from  year-end  2000.  This  increase  is  primarily  a  result  of the
relationship  between the Company's principal subsidiary and the Commonwealth of
Kentucky  as  described  in  preceding   sections  of  this  report.   Temporary
investments are reallocated as loan demand presents the opportunity.

Investment Securities
---------------------
Investment  securities  were $249 million on March 31, 2001, a decrease of $11.9
million or 4.6% from  year-end  2000.  Available  for sale and held to  maturity
securities  were  $204  and $45  million,  respectively.  Investment  securities
averaged  $238  million  for the first  quarter of 2001,  an  increase  of $16.9
million or 7.6% from  year-end  2000.  The  Company  had an  unrealized  gain on
available  for sale  investment  securities  of $2.1  million at March 31,  2001
compared  to $844  thousand  at  year-end  2000.  Typically  the value of a bond
portfolio and interest  rates have an inverse  relationship;  therefore,  in the
falling  interest rate environment the value of the available for sale portfolio
has increased.

Deposits
--------
Total  deposits were $891 million at March 31, 2001, a decrease of $78.6 million
or 8.1% from year-end 2000. Noninterest bearing deposits decreased $87.3 million
in the comparison.  This decrease is primarily due to the  relationship  between
the Company's principal subsidiary and the Commonwealth of Kentucky as described
in preceding sections of this report. On average,  noninterest  bearing deposits
were $145.6 million during the current period,  a decrease of $341 thousand,  or
 .23%.  Interest bearing deposits  increased $8.7 million during the three months
ended March 31, 2001. On average, interest bearing deposits were $729 million in
the current  period,  an increase of $43.5  million from  year-end  2000.  Total
deposits  averaged  $874  million,  an  increase  of $43.1  million or 5.2% from
year-end 2000.

Borrowed Funds
--------------
Borrowed funds totaled $97.8  million,  a decrease of $3.9 million from year-end
2000.  This decrease is primarily  due to a decrease in borrowed  funds from the
Federal  Home Loan Bank of  Cincinnati.  Total  borrowed  funds  averaged  $96.1
million,  an  increase  of  $35.3  million  or 58.2%  from  year-end  2000.  The
fluctuation in borrowed funds is primarily due to the  relationship  between the
Company's principal  subsidiary and the Commonwealth of Kentucky as described in
preceding sections of this report.

LIQUIDITY

The  liquidity  of the Parent  Company is  primarily  affected by the receipt of
dividends from its subsidiary  banks and cash balances  maintained.  As of March
31, 2001 combined retained earnings of the subsidiary banks were $57 million, of
which $10.0  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.  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 2001  sufficient
to meet its  liquidity  needs.  The Parent  Company  had cash  balances of $15.9
million at March 31, 2001.

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

For the longer term, the liquidity position is managed by balancing the maturity
structure of the balance sheet. This process allows for an orderly flow of funds
over an extended period of time.

Liquid assets consist of cash and due from banks,  short-term  investments,  and
securities  available  for sale.  At March 31,  2001,  such assets  totaled $351
million,  a decrease of $90.4 million from year-end  2000.  Net cash provided by
operating  activities  decreased  $1.3  million  in the  first  quarter  of 2001
compared to the same period last year.  The decrease is primarily  attributed to
the increase in the mortgage  loans  originated  for sale.  Net cash provided by
investing  activities  was $3.8 million,  an increase of $2.8 million.  Net cash
used in financing  activities  was $91.9  million for the period ended March 31,
2001 compared to $28.5 million in the prior year.  The increase in net cash used
in  financing  activities  is due  primarily to the decrease in deposits and the
purchase of common stock.

CAPITAL RESOURCES

Shareholders'  equity was $121 million on March 31, 2001, down $4.4 million from
year-end  2000.  The Company  purchased 206 thousand  shares of its  outstanding
common  stock  during  the first  three  months of 2001 for a total cost of $7.3
million.

The Company  announced a stock purchase plan on July 25, 2000, which states that
it intends to purchase up to 500,000  shares of its  outstanding  common  stock.
This is an addition to the plan  announced on November 9, 1998 to purchase up to
400,000  shares.  The purchases  will be dependent on the market  conditions and
there is no  guarantee  as to the exact  number of shares to be purchased by the
Company.  Shares would be used for general corporate  purposes.  Consistent with
the  objective  of  maximizing  shareholder  value,  the Company  considers  the
purchase  of  its  outstanding  shares  in a  given  price  range  to be a  good
investment of the Company's available funds.

The Company  issued  1,600  shares of common stock during the first three months
pursuant to its  nonqualified  stock option  plan.  Dividends of $2.1 million or
$.30 per share were  declared  during the three  months of 2001,  an increase of
3.4% per share  compared to the prior year.  The  Company's  available  for sale
investment  securities  portfolio  had net  unrealized  gains of $1.4 million at
March 31, 2001, up from a net unrealized gain of $557 thousand at year-end.

Consistent with the objective of operating a sound financial  organization,  the
Company's goal is to maintain  capital ratios well above the regulatory  minimum
requirements.  The Company's capital ratios as of March 31, 2001, the regulatory
minimums and the regulatory standard for a "well capitalized" institution are as
follows:

                           Farmers Capital          Regulatory           Well
                           Bank Corporation           Minimum        Capitalized
--------------------------------------------------------------------------------
Tier 1 risk based               16.45%                 4.00%             6.00%
Total risk based                17.71%                 8.00%            10.00%
Leverage                        10.85%                 4.00%             5.00%

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the applicable  minimum regulatory capital ratio requirements at March
31, 2001.

EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

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

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

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

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

The  implementation  of this  Statement  did not have a  material  effect on the
consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
There have been no material  changes in the Company's  market risk from December
31, 2000.  For  information  regarding the Company's  market risk,  refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------
As of March 31, 2001, there had been no material changes to the cases previously
reported, and no new significant cases have emerged.

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

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------
a)       List of Exhibits
         ----------------
         11    Statement re computation of per share earnings

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

         None.
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:      5/8/01                    /s/ Charles Scott Boyd
      --------------------       -----------------------------------------------
                                 Charles Scott Boyd,
                                 President and CEO (Principal Executive Officer)

Date:      5/8/01                   /s/ Cecil Douglas Carpenter
      --------------------       -----------------------------------------------
                                    Cecil Douglas Carpenter,
                                    Vice President and CFO (Principal Financial
                                    and Accounting Officer)
Exhibit 11
                 Statement re computation of per share earnings
--------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                         2001                2000
--------------------------------------------------------------------------------
Net income, basic and diluted                      $3,906              $3,998
--------------------------------------------------------------------------------
Average shares outstanding                          7,099               7,422
Effect of dilutive stock options                       22                   1
--------------------------------------------------------------------------------
Average diluted shares outstanding                  7,121               7,423
--------------------------------------------------------------------------------
Net income per share, basic                          $.55                $.54
Net income per share, diluted                        $.55                $.54
--------------------------------------------------------------------------------