UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                                       or

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

                         For the transition period from
                          ____________ to ____________

                         Commission File Number 0-14412

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

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

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

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

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

                                 Yes |X| No ____


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

                    Common stock, par value $0.125 per share
                6,838,151 shares outstanding at November 5, 2002

<PAGE>
<TABLE>
<CAPTION>


                                                       TABLE OF CONTENTS


Part I - Financial Information                                                              Page No.
<S>                                                                                            <C>
     Item 1 - Financial Statements                                                              3

         Unaudited Consolidated Balance Sheets -
             September 30, 2002 and December 31, 2001                                           3

         Unaudited Consolidated Statements of Income -
             For the Three Months and Nine Months Ended
             September 30, 2002 and September 30, 2001                                          4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months and Nine Months Ended
             September 30, 2002 and September 30, 2001                                          5

         Unaudited Consolidated Statements of Cash Flows -
             For the Nine Months Ended
             September 30, 2002 and September 30, 2001                                          6

         Unaudited Consolidated Statements of Changes in Shareholders' Equity -
             For the Nine Months Ended
             September 30, 2002 and September 30, 2001                                          7

         Notes to Unaudited Consolidated Financial Statements                                   8

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

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk                       21

     Item 4 - Controls and Procedures                                                          21

Part II - Other Information

     Item 1 - Legal Proceedings                                                                22

     Item 6 - Exhibits and Reports on Form 8-K                                                 22

</TABLE>
<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------
<TABLE>
<CAPTION>
UNAUDITED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------------------------------------------------------
                                                                                        September 30,      December 31,
(In thousands, except per share data)                                                       2002                2001
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                <C>
ASSETS
 Cash and cash equivalents:
     Cash and due from banks                                                           $   130,702        $    55,977
     Interest bearing deposits in other banks                                                4,219              3,090
     Federal funds sold and securities purchased under
          agreements to resell                                                             107,403             47,318
--------------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                  242,324            106,385
--------------------------------------------------------------------------------------------------------------------------------
Investment securities:
     Available for sale, amortized cost of $257,989 (2002) and $306,197 (2001)             263,583            308,081
     Held to maturity, fair value of $32,358 (2002) and $38,505 (2001)                      30,351             37,461
--------------------------------------------------------------------------------------------------------------------------------
          Total investment securities                                                      293,934            345,542
--------------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                                              720,324            701,869
Allowance for loan losses                                                                  (11,618)           (10,549)
--------------------------------------------------------------------------------------------------------------------------------
       Loans, net                                                                          708,706            691,320
--------------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                 23,536             24,800
Other assets                                                                                14,641             15,483
--------------------------------------------------------------------------------------------------------------------------------
          Total assets                                                                 $ 1,283,141        $ 1,183,530
--------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                               $   215,130        $   136,001
     Interest bearing                                                                      771,245            777,484
--------------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                   986,375            913,485
--------------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase                 112,560            113,792
Other short-term borrowings                                                                 19,480             12,808
Long-term debt                                                                              25,902             10,913
Dividends payable                                                                            2,123              2,152
Other liabilities                                                                            8,897              6,820
--------------------------------------------------------------------------------------------------------------------------------
          Total liabilities                                                              1,155,337          1,059,970
--------------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 8,120,120 and 8,058,244
     shares issued at September 30, 2002 and December 31, 2001, respectively                 1,015              1,007
Capital surplus                                                                             17,114             15,179
Retained earnings                                                                          141,453            137,227
Treasury stock, at cost
     1,279,141 and 1,152,978 shares at September 30, 2002 and
     December 31, 2001, respectively                                                       (35,415)           (31,077)
Accumulated other comprehensive income                                                       3,637              1,224
--------------------------------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                                       127,804            123,560
--------------------------------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                                   $ 1,283,141        $ 1,183,530
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------------------------------------------------------
                                                                          Three Months Ended             Nine Months Ended
                                                                              September 30,                  September 30,
(In thousands, except per share data)                                     2002           2001           2002           2001
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>            <C>
INTEREST INCOME
Interest and fees on loans                                            $ 12,880       $ 14,960       $ 38,583       $ 45,667
Interest on investment securities:
     Taxable                                                             2,578          2,555          7,921          7,720
     Nontaxable                                                            850            847          2,699          2,474
Interest on deposits in other banks                                         17             31            170             78
Interest of federal funds sold and securities
    purchased under agreements to resell                                   317            761            772          2,836
--------------------------------------------------------------------------------------------------------------------------------
          Total interest income                                         16,642         19,154         50,145         58,775
--------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                     5,550          7,356         17,302         23,018
Interest on federal funds purchased and securities
    sold under agreements to repurchase                                    411          1,028          1,318          3,255
Interest on other borrowed funds                                           411            164          1,164            443
--------------------------------------------------------------------------------------------------------------------------------
          Total interest expense                                         6,372          8,548         19,784         26,716
--------------------------------------------------------------------------------------------------------------------------------
          Net interest income                                           10,270         10,606         30,361         32,059
--------------------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                  869            836          1,978          2,109
--------------------------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses            9,401          9,770         28,383         29,950
--------------------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                                     2,088          1,672          5,867          4,973
Other service charges, commissions, and fees                               957            972          2,760          2,865
Data processing income                                                     340            327          1,063          1,035
Trust income                                                               368            360          1,096          1,253
Investment securities gains, net                                           440                         1,433            465
Gain on sale of mortgage loans                                              80             56            192            153
Other                                                                       68             65            192            213
--------------------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                       4,341          3,452         12,603         10,957
--------------------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                                           5,033          4,976         14,984         14,475
Occupancy expenses, net                                                    623            577          1,782          1,770
Equipment expenses                                                         845            849          2,685          2,430
Bank franchise tax                                                         308            309            921            902
Other                                                                    2,234          2,372          6,399          6,388
--------------------------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                      9,043          9,083         26,771         25,965
--------------------------------------------------------------------------------------------------------------------------------
          Income before income taxes                                     4,699          4,139         14,215         14,942
--------------------------------------------------------------------------------------------------------------------------------
Income tax expense                                                       1,173          1,109          3,591          4,110
--------------------------------------------------------------------------------------------------------------------------------
          Net income                                                   $ 3,526        $ 3,030       $ 10,624       $ 10,832
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
     Basic                                                             $   .51        $   .44        $  1.54        $  1.55
     Diluted                                                               .51            .43           1.53           1.54
--------------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                               6,850          6,950          6,880          6,999
     Diluted                                                             6,898          7,012          6,925          7,038
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
--------------------------------------------------------------------------------------------------------------------------------
                                                                        Three Months Ended        Nine Months Ended
                                                                            September 30,           September 30,
 (In thousands)                                                         2002           2001           2002          2001
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>           <C>           <C>
NET INCOME                                                           $ 3,526        $ 3,030       $ 10,624      $ 10,832
Other comprehensive income:
     Unrealized holding gain on available for sale
     securities arising during the period, net of tax
     of $1,329, $827, $1,636, and $1,369, respectively                                1,605          3,038         2,658
                                                                       2,468
Reclassification adjustment for prior period
     unrealized (gain) loss recognized during current period,
     net of tax of $111, $23, $337, and $99, respectively               (207)            44           (625)         (192)
--------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income                                             2,261          1,649          2,413         2,466
--------------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                                 $ 5,787        $ 4,679       $ 13,037       $13,298
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, (In thousands)                                                      2002            2001
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                                 $ 10,624        $ 10,832
     Adjustments to reconcile net income to net cash provided by operating
          activities:
          Depreciation and amortization                                                            2,147           2,231
          Net amortization (accretion) of investment security premiums and discounts:
                Available for sale                                                                   394            (155)
                Held to maturity                                                                     (49)            (13)
          Provision for loan losses                                                                1,978           2,109
          Noncash compensation expense                                                               427             675
          Mortgage loans originated for sale                                                     (26,768)        (26,004)
          Proceeds from sale of mortgage loans                                                    25,026          25,314
          Deferred income tax expense                                                                  3             125
          Gain on sale of mortgage loans                                                            (192)           (153)
          Gain on sale of premises and equipment                                                      (2)            (12)
          Gain on sale of available for sale investment securities, net                           (1,433)           (465)
          Decrease in accrued interest receivable                                                    768             351
          Decrease (increase) in other assets                                                         74          (2,008)
          Decrease in accrued interest payable                                                      (272)             (1)
          Increase in other liabilities                                                              949           2,664
--------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by operating activities                                            13,674          15,490
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                                     270,455         249,484
          Held to maturity                                                                         7,159          10,478
     Proceeds from sale of available for sale investment securities                              147,229          33,289
     Purchase of investment securities:
          Available for sale                                                                    (368,437)       (313,580)
          Held to maturity                                                                                          (334)
     Loans originated for investment, net of principal collected                                 (17,430)        (27,875)
     Purchase of premises and equipment                                                             (897)         (2,322)
     Proceeds from sale of equipment                                                                 116              21
--------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by (used in) investing activities                                  38,195         (50,839)
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in deposits                                                          72,890         (57,806)
     Net (decrease) increase in securities sold under agreements to repurchase                    (1,232)         28,757
     Proceeds from long-term debt                                                                 16,500           8,000
     Repayments of long-term debt                                                                 (1,511)         (6,213)
     Net increase in other short-term borrowings                                                   6,672          11,593
     Dividends paid                                                                               (6,427)         (6,384)
     Purchase of common stock                                                                     (4,338)         (8,878)
     Stock options exercised                                                                       1,516             586
--------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by (used in) financing activities                                  84,070         (30,345)
--------------------------------------------------------------------------------------------------------------------------------
             Net increase (decrease) in cash and cash equivalents                                135,939         (65,694)
--------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                                   106,385         229,871
--------------------------------------------------------------------------------------------------------------------------------
             Cash and cash equivalents at end of period                                         $242,324        $164,177
--------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
     Interest                                                                                   $ 20,056        $ 26,717
     Income taxes                                                                                  3,840           3,100
Cash dividend declared and unpaid                                                                  2,123           2,085
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(In thousands, except per share data)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Accumulated
                                                                                                         Other             Total
Nine months ended                      Common Stock      Capital    Retained     Treasury Stock      Comprehensive     Shareholders'
September 30, 2002 and 2001           Shares   Amount    Surplus    Earnings    Shares     Amount        Income            Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>     <C>       <C>       <C>           <C>    <C>              <C>              <C>
  Balance at January 1, 2002           8,058   $1,007    $15,179   $ 137,227     1,153  $ (31,077)       $ 1,224          $123,560
Net income                                                            10,624                                                10,624
Other comprehensive income                                                                                 2,413             2,413
Cash dividends declared,
  $.93 per share                                                      (6,398)                                               (6,398)
Purchase of common stock                                                           126     (4,338)                          (4,338)
Stock options exercised                   62        8      1,508                                                             1,516
Noncash compensation expense
  attributed to stock option grants                          427                                                               427
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2002        8,120   $1,015    $17,114   $ 141,453     1,279  $ (35,415)       $ 3,637          $127,804
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
  Balance at January 1, 2001           8,032   $1,004    $13,634   $ 131,021       860  $ (20,755)       $   557          $125,461
Net income                                                            10,832                                                10,832
Other comprehensive income                                                                                 2,466             2,466
Cash dividends declared,
  $.90 per share                                                      (6,314)                                               (6,314)
Purchase of common stock                                                           253     (8,878)                          (8,878)
Stock options exercised, including
  related tax benefits                    24        3        587                                                               590
Noncash compensation expense
  attributed to stock option grants                          675                                                               675
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2001        8,056   $1,007    $14,896   $ 135,539     1,113  $ (29,633)       $ 3,023         $ 124,832
------------------------------------------------------------------------------------------------------------------------------------
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  financial
statements. In the opinion of management, all adjustments,  consisting of normal
recurring  adjustments,  necessary  for a fair  presentation  of such  financial
statements,  have been  included.  The  results of  operations  for the  interim
periods are not  necessarily  indicative  of the results to be expected  for the
full year.

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

2.   RECLASSIFICATIONS

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

<PAGE>


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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

                    THIRD QUARTER 2002 VS. THIRD QUARTER 2001
                    -----------------------------------------

The Company  reported  net income of $3.5  million or $.51 per basic and diluted
share for the third  quarter of 2002  compared to net income of $3.0  million or
$.44 and $.43 per basic and diluted share,  respectively,  for the third quarter
of 2001.  This  represents  a 15.9% and 18.6%  increase in basic and diluted per
share  earnings,  respectively.  The  increase in net income in the  three-month
comparison is attributed primarily to noninterest sources of revenue,  including
increased  gains on the  sale of  investment  securities  of $440  thousand  and
increased service charges and fees on deposits of $416 thousand or 24.9%.  These
increases  offset a decline in net  interest  income of $336  thousand  or 3.2%.
Total noninterest  expenses decreased $40 thousand or less than 1% due primarily
to higher  legal fees  incurred  in the normal  course of  business in the prior
period.

Return on average assets ("ROA") was 1.16% for the current quarter,  an increase
of 12 basis points  compared to 1.04%  reported for the same period in 2001. The
12 basis  point  increase  in ROA was  attributed  to the  positive  effect of a
reduction in noninterest  expense  relative to average assets of 13 basis points
and an increase in  noninterest  income  relative to average  assets of 25 basis
points.  These positive variances offset a decrease in net interest margin of 21
basis points.  Return on average equity ("ROE") was 11.26% for the third quarter
of 2002 compared to 9.79% in the same period of 2001.

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

Although continuing  uncertainties in the economic  environment are present, the
current  interest rate environment is considerably  less volatile  compared to a
year ago.  Actions  taken by the  Federal  Reserve  Board (the  "Fed") to reduce
short-term  interest  rates have leveled off and,  since a total decrease of 125
basis  points  during  the  fourth  quarter of 2001,  remained  unchanged  since
December  of 2001.  The effects of prior rate  reductions  by the Fed along with
intense  competition in the Company's market areas continue to negatively impact
net  interest  margin.  The  effect  of the Fed's  actions  on the  Company  has
generally led to interest  rates on earning  assets  declining more rapidly than
rates paid on interest bearing  liabilities.  During a falling rate environment,
the  challenge  is to reduce  the rates  paid on  interest  bearing  liabilities
(primarily  deposits) to offset the decline in the yield on variable rate assets
(primarily  loans) while  remaining  competitive  in our markets.  The Company's
tax-equivalent yield on earning assets for the current three months was 6.31%, a
reduction of 108 basis points from the same period a year ago. The cost of funds
for the current three months was 2.74%,  a decline of 112 basis points  compared
to the same  period a year ago. A goal of the  Company in the  current  interest
rate  environment is to increase  earning assets and decrease the interest rates
paid on interest bearing liabilities while remaining competitive in our markets.
Average  earning  assets  increased  $23.1  million  or  2.2%  in the  quarterly
comparison.  However,  as a percentage of total average  assets,  earning assets
declined  137 basis  points  from  91.31% to  89.94%.  Average  interest  paying
liabilities increased $41.9 million or 4.8% in the comparison.

Interest  income totaled $16.6 million for the third quarter of 2002, a decrease
of $2.5 million or 13.1% compared to the same period in the prior year. Interest
expense totaled $6.4 million,  a decrease of $2.2 million or 25.5%. Net interest
income before  provision  for loan losses  declined $336 thousand or 3.2% in the
comparison and totaled $10.3 million at September 30, 2002.

Interest and fees on loans  decreased  $2.1 million  mainly due to a decrease in
the average rate earned. Average loans increased a modest $1.6 million or 0.23%,
while the yield  decreased  122 basis  points  to  7.30%.  Interest  on  taxable
securities  increased  $23 thousand or 0.9% as an 89 basis point decline in rate
was offset by the effect of a $38.3  million or 20.6%  increase  in the  average
balance.  Interest on nontaxable  securities  was  relatively  unchanged at $850
thousand as a $188 thousand  increase in the average  balance and an increase in
the average  rate  earned of 12 basis  points had  minimal  impact.  Interest on
short-term  investments,  including time deposits in other banks,  federal funds
sold,  and  securities  purchased  under  agreements to resell,  decreased  $458
thousand due primarily to a 166 basis point  decrease in the average rate earned
on these  investments  as well as a  decline  in the  average  balance  of $17.0
million or 18.6%.

Interest  expense on deposits  decreased  $1.8 million or 24.6% to $5.6 million.
This  decrease  resulted  from a  general  decline  in  the  average  rate  paid
throughout the deposit  portfolio,  which offset increases in average  balances.
The decline in interest  expense on deposits was as follows:  time deposits $984
thousand or 17.7%;  interest bearing demand deposits $372 thousand or 47.1%; and
savings deposits $450 thousand or 44.9%. The average rate paid on time deposits,
the largest  component of interest bearing  deposits,  was 4.47% for the current
quarter  compared to 5.70% for the same period of 2001.  The average  balance of
time deposits  increased  $19.4 million or 5.0% to $406.8  million.  The average
rate paid on interest bearing demand deposits  declined 80 basis points to 0.77%
while the average balance increased $15.8 million or 7.9% to $215.3 million. The
average rate paid on savings deposits  decreased 113 basis points to 1.33% while
the average balance  increased $2.8 million or 1.7% to $164.7 million.  Interest
expense on federal  funds  purchased  and  securities  sold under  agreements to
repurchase decreased $617 thousand or 60.0% due to a 164 basis point decrease in
the  average  rate paid  coupled  with a $28.2  million or 24.0%  decline in the
average  balance.  Interest  expense  on other  borrowed  funds  increased  $247
thousand in the comparison as additional  borrowings  from the Federal Home Loan
Bank increased the average balance  outstanding.  The average rate paid on other
borrowed funds declined 132 basis points to 3.60%.

The net interest  margin on a tax equivalent  basis decreased 21 basis points to
3.97% during the third quarter of 2002  compared to 4.18% in the second  quarter
of 2001.  The decrease in net interest  margin is primarily  attributed  to a 25
basis point decline in the impact of noninterest  bearing sources of funds.  The
effect  of  noninterest  bearing  sources  of funds on the net  interest  margin
typically  declines in a falling  rate  environment.  The spread  between  rates
earned and paid, which totaled 3.57% for the current quarter,  increased 4 basis
points and positively impacted the net interest margin.

<PAGE>

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

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
-----------------------------------------------------------------------------------------------------------------------------------
Quarter Ended September 30,                                       2002                                      2001
                                                Average                        Average       Average                    Average
(In thousands)                                  Balance         Interest         Rate        Balance      Interest        Rate
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>             <C>        <C>            <C>            <C>
EARNING ASSETS
Investment securities
  Taxable                                      $ 224,006         $ 2,578         4.57%      $ 185,720      $ 2,555        5.46%
  Nontaxable1                                     75,110           1,244         6.57          74,922        1,218        6.45
Time deposits with banks, federal
  funds sold and securities purchased
  under agreements to resell                      74,335             334         1.78          91,344          792        3.44
Loans1,2,3                                       706,562          13,009         7.30         704,931       15,131        8.52
---------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,080,013        $ 17,165         6.31%      1,056,917      $19,696        7.39%
---------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (11,164)                                     (10,589)
---------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,068,849                                    1,046,328
---------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           96,373                                       71,774
Premises and equipment, net                       23,777                                       25,383
Other assets                                      11,818                                       13,989
---------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,200,817                                  $ 1,157,474
---------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                    $   215,260         $   418         0.77%    $   199,424      $   790        1.57%
  Savings                                        164,679             553         1.33         161,918        1,003        2.46
  Time                                           406,770           4,579         4.47         387,394        5,563        5.70
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   89,165             411         1.83         117,392        1,028        3.47
Other borrowed funds                              45,352             411         3.60          13,234          164        4.92
---------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities          921,226         $ 6,372         2.74%        879,362      $ 8,548        3.86%
---------------------------------------------------------------------------------------------------------------------------------
Noninterest Bearing Liabilities
Commonwealth of Kentucky deposits                 30,146                                       30,262
Other demand deposits                            117,403                                      116,487
Other liabilities                                  7,793                                        8,540
---------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,076,568                                    1,034,651
---------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        124,249                                      122,823
---------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders'
     equity                                  $ 1,200,817                                  $ 1,157,474
---------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               10,793                                    11,148
TE basis adjustment                                                 (523)                                     (542)
---------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                         $10,270                                   $10,606
---------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                              3.57%                                    3.53%
Impact of noninterest bearing sources
  of funds                                                                        .40                                      .65
---------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                              3.97%                                    4.18%
---------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using a 35% tax rate.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $518 thousand and $392 thousand in 2002 and 2001, respectively.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
---------------------------------------------------------------------------------------------------------
(In thousands)                                                 Variance       Variance Attributed to
Quarter ended September 30,                                   2002/2001 1      Volume          Rate
---------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>           <C>
INTEREST INCOME
Taxable investment securities                                 $   23         $ 1,859       $ (1,836)
Nontaxable investment securities2                                 26               3             23
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell              (458)           (128)          (330)
Loans2                                                        (2,122)            240         (2,362)
---------------------------------------------------------------------------------------------------------
     Total interest income                                    (2,531)          1,974         (4,505)
---------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                                (372)            381           (753)
Savings deposits                                                (450)            115           (565)
Time deposits                                                   (984)          1,608         (2,592)
Federal funds purchased and securities sold under
   agreements to repurchase                                     (617)            (208)         (409)
Other borrowed funds                                             247             537           (290)
---------------------------------------------------------------------------------------------------------
     Total interest expense                                   (2,176)          2,433         (4,609)
---------------------------------------------------------------------------------------------------------
Net interest income                                           $ (355)         $ (459)        $  104
---------------------------------------------------------------------------------------------------------
Percentage change                                              100.0%          129.3%         (29.3)%
---------------------------------------------------------------------------------------------------------

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


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

Noninterest income totaled $4.3 million for the current quarter,  an increase of
$889 thousand or 25.8% compared to the prior year.  Service  charges and fees on
deposits,  the largest component of noninterest income,  increased $416 thousand
or 24.9% primarily due to a $271 thousand or 26.2% increase  relating to the new
overdraft  policy and  related NSF fee  structure  that is now fully in place at
each of the Company's  subsidiary banks. The rapid growth in fees resulting from
this overdraft  policy and related NSF structure is expected to slow  moderately
since it has been  fully in place  for a  twelve  month  period.  Other  service
charges,  commissions,  and fees  decreased $15 thousand or 1.5% driven by a $26
thousand or 27.4% decrease in credit life insurance  fees.  Trust fees increased
$8  thousand or 2.2%.  Net gains on the sale of  available  for sale  investment
securities totaled $440 thousand for the current quarter while no net gains were
realized in the comparable period a year earlier.

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

Total  noninterest  expense was  relatively  unchanged from the third quarter of
2001 and totaled  $9.0  million.  Salaries and  employee  benefits,  the largest
component  of  noninterest  expense,  increased a modest  1.1% to $5.0  million.
Employee  benefits  increased $54 thousand or 6.1% in the  quarterly  comparison
while salaries and related payroll taxes increased $83 thousand or 2.1%. Noncash
compensation  expense  attributed to stock option grants decreased $80 thousand.
Occupancy expense,  net of rental income,  increased $46 thousand or 8.0% in the
comparison and totaled $623 thousand. Equipment expense and bank franchise taxes
were virtually  unchanged in the quarterly  comparison and totaled $845 thousand
and $308  thousand,  respectively.  Other  noninterest  expense  decreased  $138
thousand  or 5.8%  primarily  due to higher  legal fees  incurred  in the normal
course of business in the prior year.

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

Income tax expense for the third quarter of 2002 was $1.2 million, a decrease of
$64 thousand or 5.8% from the third quarter of 2001.  The effective tax rate was
25.0% for the current  quarter,  a decrease  of 183 basis  points from the third
quarter of 2001.  The decrease in the effective tax rate is due to a combination
of factors,  including  the  following:  a reduction in  nondeductible  goodwill
amortization;  tax-exempt municipal loans averaged $18.9 million, an increase of
$6.1 million or 47.5%;  and taxable  earning assets repriced to a lower interest
rate at a faster pace than tax-exempt  earning assets in the declining  interest
rate  environment.  The result is less  taxable  income in  proportion  to total
income.

                            FIRST NINE MONTHS OF 2002
                            -------------------------

Net  income for the nine  months  ended  September  30,  2002 was $10.6  million
compared to net income of $10.8  million for the same period in 2001, a decrease
of $208  thousand or 1.9%.  On a basic and diluted per share  basis,  net income
totaled $1.54 and $1.53 for the current  nine-month period compared to $1.55 and
$1.54 in the prior year,  a decrease of $.01 or 0.6% for both.  The  decrease in
net income is due  primarily to a decline in net interest  income.  Net interest
income  decreased  $1.7  million  or  5.3%  in the  nine-month  comparison.  The
provision  for loan losses  decreased  $131  thousand  or 6.2% to $2.0  million.
Noninterest  income  increased  $1.6  million  or  15.0% to  $12.6  million  due
primarily  to a $968  thousand  increase  in  gains  on the  sale of  investment
securities  and an  $894  thousand  increase  in  service  charges  and  fees on
deposits.  Noninterest expenses increased $806 thousand or 3.1% to $26.8 million
mainly due to an increase in salaries and employee  benefits of $509 thousand or
3.5% and  increased  equipment  expenses of $255  thousand or 10.5%.  Income tax
expense  declined $519 thousand or 12.6% as the effective tax rate decreased 225
basis points to 25.3%.

ROA was 1.18% for the nine months  ended  September  30,  2002, a decrease of 11
basis  points from the same period in 2001.  The 11 basis point  decrease in ROA
was attributed to a decrease in net interest margin of 38 basis points to 3.96%.
The lower net interest margin was partially  offset by a decrease in noninterest
expense  relative  to  average  assets  of  11  basis  points,  an  increase  in
noninterest income relative to average assets of 10 basis points, and a decrease
in income tax expense  relative  to average  assets of 8 basis  points.  ROE was
11.42%,  a decrease of 41 basis  points from the first nine months of 2001.  The
decrease in return on average equity is due to the $208 thousand  decline in net
income coupled with a stronger capital position.

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

Although continuing  uncertainties in the economic  environment are present, the
interest rate  environment  has begun to stabilize.  The Fed has acted to reduce
short-term  interest  rates by 350 basis  points  during the nine  months  ended
September 30, 2001.  Additional  short-term  rate cuts totaling 125 basis points
occurred  in the fourth  quarter  of 2001.  Short-term  rates  have not  changed
throughout  the first  nine  months of 2002.  These  rate  declines,  along with
intense competition in the Company's markets,  continue to negatively impact net
interest  margin.  The effect of the Fed's  actions on the Company has generally
led to interest rates on earning  assets  declining more rapidly than rates paid
on  interest  bearing  liabilities.  During  a  falling  rate  environment,  the
challenge is to reduce the rates paid on interest bearing liabilities (primarily
deposits) to offset the decline in the yield on variable rate assets  (primarily
loans) while remaining competitive in our markets. The Company's  tax-equivalent
yield on earning  assets for the current  nine months was 6.41%,  a reduction of
140 basis  points  from the same  period a year  ago.  The cost of funds for the
current  nine months was 2.87%,  a decline of 134 basis  points  compared to the
same  period a year ago. A goal of the  Company  in the  current  interest  rate
environment  is to increase  earning assets and decrease the interest rates paid
on interest  bearing  liabilities  while  remaining  competitive in our markets.
Average  earning  assets  increased  $48.8  million  or 4.7% in the  comparison.
However,  as a percentage of total average  assets,  earning assets declined 189
basis  points  from  91.65%  to  89.76%.  Average  interest  paying  liabilities
increased $74.6 million or 8.8% in the comparison.

Interest  income  totaled $50.1 million for the nine months ended  September 30,
2002, a decrease of $8.6  million or 14.7%  compared to the same period in 2001.
Interest  expense was $19.8  million,  a decrease of $6.9 million or 25.9%.  Net
interest income declined $1.7 million or 5.3%

Interest and fees on loans  decreased  $7.1 million or 15.5%  primarily due to a
138 basis point  decline in the average rate earned of 7.48% in the current nine
months.  Average loans  outstanding were virtually  unchanged at $696.7 million.
Interest  on  taxable  securities  increased  $201  thousand  or 2.6% as a $62.2
million increase in the average balance outstanding offset a decline in yield of
141 basis points.  Interest on nontaxable  securities increased $225 thousand or
9.1% due to an  increase  in both the  average  balance  and rate earned of $7.1
million  or 9.7%  and 8  basis  points,  respectively.  Interest  on  short-term
investments,  including  time deposits in other banks,  federal funds sold,  and
securities purchased under agreements to resell, decreased $2.0 million or 67.7%
due primarily to a 255 basis point decrease in the average rate earned.  A $21.9
million decrease in the average balance also contributed to the decrease.

Interest  expense on deposits  declined $5.7 million or 24.8% to $17.3  million.
This  decrease  resulted  from a  general  decline  in  the  average  rate  paid
throughout the deposit  portfolio,  which offset increases in average  balances.
The decline in interest  expense on deposits was as follows:  time deposits $2.9
million or 17.2%;  interest  bearing demand deposits $1.2 million or 44.6%;  and
savings  deposits $1.6 million or 47.6%. The average rate paid on time deposits,
the largest  component of interest bearing  deposits,  was 4.65% for the current
nine months  compared to 5.91% for the same period of 2001. The average  balance
of time deposits increased $19.9 million or 5.2% to $403.4 million.  The average
rate paid on interest bearing demand deposits  declined 91 basis points to 0.93%
while the average balance increased $18.6 million or 9.5% to $215.3 million. The
average rate paid on savings deposits  decreased 140 basis points to 1.43% while
the average balance  increased $5.5 million or 3.4% to $164.4 million.  Interest
expense on federal  funds  purchased  and  securities  sold under  agreements to
repurchase  decreased  $1.9 million or 59.5% due  primarily to a 260 basis point
decrease in the  average  rate paid.  A decrease of $1.4  million or 1.4% in the
average balance also  contributed to the decline in interest  expense.  Interest
expense on other  borrowed  funds  increased  $721 thousand in the comparison as
additional  borrowings  from the Federal  Home Loan Bank  increased  the average
balance outstanding by $32.0 million,  which offset a 218 basis point decline in
the average rate paid.

The net interest  margin on a tax equivalent  basis decreased 38 basis points to
3.96% during the first nine months of 2002  compared to the same period of 2001.
The decrease in net interest margin is primarily  attributed to a 32 basis point
decline in the impact of  noninterest  bearing  sources of funds.  The effect of
noninterest  bearing sources of funds on net interest margin typically  declines
in a  falling  rate  environment.  Also  contributing  to the  reduction  in net
interest  margin is a 6 basis point  decline in the spread  between rates earned
and paid that totaled 3.54% for the current nine months compared to 3.60% in the
same period a year earlier.

<PAGE>
<TABLE>
<CAPTION>

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

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
-----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30,                                   2002                                       2001
                                                 Average                      Average        Average                      Average
(In thousands)                                   Balance        Interest       Rate          Balance        Interest       Rate
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>             <C>         <C>              <C>            <C>
EARNING ASSETS
Investment securities
  Taxable                                      $ 238,733        $  7,921        4.44%       $ 176,544        $ 7,720        5.85%
  Nontaxable1                                     79,621           3,943        6.62           72,560          3,547        6.54
Time deposits with banks, federal
  funds sold and securities purchased
  under agreements to resell                      64,964             942        1.94           86,857          2,914        4.49
Loans1,2,3                                       696,679          38,977        7.48          695,268         46,048        8.86
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,079,997        $ 51,783        6.41%       1,031,229       $ 60,229        7.81%
-----------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (10,705)                                     (10,509)
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,069,292                                    1,020,720
-----------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           98,272                                       67,294
Premises and equipment, net                       24,261                                       25,186
Other assets                                      11,386                                       12,003
-----------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,203,211                                  $ 1,125,203
-----------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                      $ 215,263        $  1,500        0.93%       $ 196,635        $ 2,706        1.84%
  Savings                                        164,443           1,764        1.43          158,966          3,364        2.83
  Time                                           403,358          14,038        4.65          383,447         16,948        5.91
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   97,079           1,318        1.82           98,472          3,255        4.42
Other borrowed funds                              42,071           1,164        3.70           10,066            443        5.88
-----------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities          922,214        $ 19,784        2.87%         847,586       $ 26,716        4.21%
-----------------------------------------------------------------------------------------------------------------------------------
NONINTEREST BEARING LIABILITIES
Commonwealth of Kentucky deposits                 33,479                                       33,544
Other demand deposits                            115,741                                      115,156
Other liabilities                                  7,344                                        6,450
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,078,778                                    1,002,736
-----------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        124,433                                      122,467
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders'
     equity                                  $ 1,203,211                                  $ 1,125,203
-----------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               31,999                                      33,513
TE basis adjustment                                               (1,638)                                     (1,454)
-----------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                        $ 30,361                                    $ 32,059
-----------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                             3.54%                                       3.60%
Impact of noninterest bearing sources
  of funds                                                                       .42                                         .74
-----------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                             3.96%                                       4.34%
-----------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using a 35% tax rate.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $1.4 million and $1.3 million in 2002 and 2001, respectively.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
--------------------------------------------------------------------------------------------------------------------------
(In thousands)                                                   Variance         Variance Attributed to
Nine Months Ended September 30,                                 2002/20011        Volume          Rate
--------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>             <C>           <C>
INTEREST INCOME
Taxable investment securities                                   $    201        $ 3,075       $ (2,874)
Nontaxable investment securities2                                    396            352             44
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell                (1,972)          (606)        (1,366)
Loans2                                                            (7,071)           156         (7,227)
--------------------------------------------------------------------------------------------------------------------------
     Total interest income                                        (8,446)         2,977        (11,423)
--------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                                  (1,206)           382         (1,588)
Savings deposits                                                  (1,600)           186         (1,786)
Time deposits                                                     (2,910)         1,323         (4,233)
Federal funds purchased and securities sold under
   agreements to repurchase                                       (1,937)           (46)        (1,891)
Other borrowed funds                                                 721          1,038           (317)
--------------------------------------------------------------------------------------------------------------------------
     Total interest expense                                       (6,932)         2,883         (9,815)
--------------------------------------------------------------------------------------------------------------------------
Net interest income                                             $ (1,514)       $    94       $ (1,608)
--------------------------------------------------------------------------------------------------------------------------
Percentage change                                                  100.0%          (6.2)%         106.2%
--------------------------------------------------------------------------------------------------------------------------

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


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

Noninterest  income  was $12.6  million  for the first nine  months of 2002,  an
increase of $1.6 million or 15.0%  compared to the same period in 2001.  Service
charges and fees on  deposits,  the largest  component  of  noninterest  income,
increased $894 thousand or 18.0%  primarily due to the new overdraft  policy and
related NSF fee  structure  that is now fully in place at each of the  Company's
subsidiary  banks.  The  rapid  growth  in fees  resulting  from the  previously
discussed  overdraft  policy and  related  NSF  structure  is  expected  to slow
moderately  since it has been fully in place for a twelve  month  period.  Other
service charges,  commissions,  and fees decreased $105 thousand or 3.7% to $2.8
million  primarily due to a decrease in credit life insurance fees and custodial
safekeeping  fees from the  Commonwealth of Kentucky.  Trust fees decreased $157
thousand or 12.5% due  primarily to unusually  large  non-recurring  estate fees
collected during the same period in 2001. Net gains on the sale of available for
sale  investment  securities  totaled  $1.4  million in the current  period,  an
increase of $968 thousand compared to a year earlier.

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

Total  noninterest  expense  increased  $806  thousand or 3.1% and totaled $26.8
million for the first nine months of 2002.  Salaries and employee benefits,  the
largest component of noninterest expense, increased $509 thousand or 3.5% in the
nine-month  comparison.   Employee  benefits  increased  $400  thousand  due  to
increased  pension and health  insurance  expenses  while  salaries  and related
payroll taxes increased $353 thousand.  Noncash  compensation expense attributed
to stock option grants decreased $244 thousand. Occupancy expense, net of rental
income,  decreased  $12 thousand or 0.7% in the  comparison.  Equipment  expense
increased  $255 thousand or 10.5%  primarily due to an increase in  depreciation
and  maintenance  expense.  Bank  franchise  tax expense  and other  noninterest
expense were relatively unchanged at $7.3 million.

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

Income  tax  expense  for the  first  nine  months of 2002 was $3.6  million,  a
decrease  of $519  thousand or 12.6%  compared  to the same period in 2001.  The
effective  tax rate was 25.3% for the first nine  months of 2002,  a decrease of
225 basis points from the prior year.  The decrease in the effective tax rate is
due to a  combination  of factors,  including  the  following:  a  reduction  in
nondeductible goodwill  amortization;  tax-exempt investment securities averaged
$79.6 million, an increase of $7.1 million or 9.7% in the comparison; tax-exempt
municipal  loans averaged  $18.5 million,  an increase of $6.3 million or 51.3%;
and taxable  earning  assets  repriced to a lower interest rate at a faster pace
than tax-exempt earning assets in the declining  interest rate environment.  The
result is less taxable income in proportion to total income.

FINANCIAL CONDITION

Total  assets were $1.3  billion on  September  30,  2002,  an increase of $99.6
million or 8.4% from December 31, 2001.  Fluctuations in assets and deposits are
typical due to the  relationship  between the  Company's  principal  subsidiary,
Farmers Bank & Capital Trust Company and the  Commonwealth of Kentucky.  Farmers
Bank provides  various  services to state agencies of the  Commonwealth.  As the
depository  for the  Commonwealth,  these agencies issue checks drawn on Farmers
Bank,  including  paychecks  and state  income tax  refunds.  Farmers  Bank also
processes  vouchers of the WIC (Women,  Infants  and  Children)  program for the
Cabinet for Human Resources.  The Bank's investment department provides services
to the Teacher's  Retirement  systems.  As the depository for the  Commonwealth,
large  fluctuations  in  deposits  are likely to occur on a daily  basis.  On an
average basis, total assets were $1.2 billion for the first nine months of 2002,
an increase of $59.6 million or 5.2% from year-end 2001.  Average earning assets
were 89.8% of average  total  assets at  September  30,  2002, a decrease of 160
basis points compared to year-end 2001

LOANS
-----

Loans, net of unearned income,  totaled $720.3 million at September 30, 2002, an
increase of $18.5  million or 2.6% from  year-end  2001.  This increase in loans
outstanding  is  primarily  the result of an increase  in loans  secured by real
estate  totaling  $24.8  million  or 5.2% and  loans  to  states  and  political
subdivisions of $1.3 million or 8.6%.  Offsetting  these increases were declines
in lease financing of $3.9 million or 9.6%,  commercial and industrial  loans of
$3.8 million or 4.9%, and consumer lending of $800 thousand or 1.0%. Average net
loans for the nine-month period ended September 30, 2002 were $696.7 million,  a
decrease of $2.1  million or 0.3%  compared to the  year-end  2001  average.  On
average,  loans  represented  64.5% of earning  assets during the current period
compared to 66.9% for year-end  2001. As loan demand  fluctuates,  the available
funds  are  redirected  between  either  temporary   investments  or  investment
securities.

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

The  allowance  for loan losses was $11.6  million at  September  30,  2002,  an
increase of $1.1 million or 10.1% from the prior  year-end.  The  allowance  for
loan losses was 1.61% of loans net of unearned  income at September 30, 2002, an
increase of 11 basis points  compared to December 31, 2001.  The increase in the
allowance for loan losses is primarily attributed to the significant increase in
nonperforming  loans, as discussed below, and the related  estimated credit risk
within the loan  portfolio.  In  management's  opinion,  the  allowance for loan
losses is adequate to cover losses inherent in the loan portfolio. The provision
for loan losses increased $33 thousand in the current three-month comparison and
decreased $131 thousand in the nine-month period compared to the same periods in
2001. The Company had net  charge-offs of $277 thousand and $909 thousand in the
current three and nine month periods of 2002 compared to net charge-offs of $652
thousand  and  $1.7  million  in  the  same  periods  of  2001.  Annualized  net
charge-offs  represented  0.16% and 0.17% of average  net loans for the  current
three and nine-month periods, respectively,  compared to 0.31% at year-end 2001.
Management  continues to emphasize  collection  efforts and  evaluation of risks
within the loan portfolio.

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

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate owned,  and other  foreclosed  assets.  Nonperforming  loans  consists of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming assets totaled $21.6 million at
September  30,  2002,  an increase  of $15.3  million  from the prior  year-end.
Nonperforming  loans  totaled $21.2 million at September 30, 2002 an increase of
$16.0 million compared to year-end 2001.  Nonperforming loans as a percentage of
net loans were 2.94% at September 30, 2002  compared to 0.74% at year-end  2001.
The increase in nonperforming loans is primarily due to a $13.9 million increase
in loans on nonaccrual  status that totaled $17.5 million at September 30, 2002.
Loans on nonaccrual status include $15.3 million of constructions  loans secured
by residential real estate to a financially  troubled  builder.  The Company has
performed a detailed review of this credit and, under the information  currently
known by management,  believes no further  provisions for loan losses related to
this credit are  necessary.  Interest  income lost on this group of loans due to
their nonaccrual status totaled $207 thousand and $509 thousand during the three
and nine months ended September 30, 2002,  respectively.  The year to date total
includes $92 thousand accrued during the first quarter of 2002,  before the loan
was placed on  nonaccrual  status,  which was reversed in the second  quarter of
2002. It is currently estimated that a total of $210 thousand of interest income
will be lost in each subsequent  quarter related to this credit while it remains
on nonaccrual status.

Other real estate owned,  which had a balance of $715 thousand at year-end 2001,
decreased  $358  thousand or 50.1% and totaled $357  thousand on  September  30,
2002.

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

Temporary  investments  consist of interest  bearing  deposits with other banks,
federal funds sold,  and  securities  purchased  under  agreements to resell and
totaled  $111.6 million at September 30, 2002, an increase of $61.2 million from
year-end 2001.  Temporary  investments averaged $65.0 million for the first nine
months of 2002, a decrease of $17.8 million from year-end 2001. This decrease is
primarily a result of the  Company's net funding  position and the  relationship
between its principal  subsidiary and the  Commonwealth of Kentucky as described
in preceding sections of this report.  Temporary  investments are reallocated as
loan demand and other investment alternatives present the opportunity.

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

Investment  securities  were $293.9 million on September 30, 2002, a decrease of
$51.6  million  or 14.9%  from  year-end  2001.  Available  for sale and held to
maturity  securities  were  $263.6  million  and  $30.3  million,  respectively.
Investment securities averaged $318.4 million for the first nine months of 2002,
an  increase  of $55.2  million or 21.0% from  year-end  2001.  The  increase in
average investment securities is attributable to the Company's continued efforts
to manage  its net  interest  margin  during a period of  relatively  low market
interest rates and correlates with the increase in borrowed  funds.  The Company
had an  unrealized  gain on available  for sale  investment  securities  of $5.6
million at September 30, 2002 compared to $1.9 million at year-end 2001.

DEPOSITS
--------

Total  deposits were $986.4  million at September 30, 2002, an increase of $72.9
million or 8.0% from year-end 2001. Noninterest bearing deposits increased $79.1
million  or 58.2% in the  comparison.  This  increase  is  primarily  due to the
relationship  between the Company's principal subsidiary and the Commonwealth of
Kentucky as  described in preceding  sections of this  report.  Commonwealth  of
Kentucky  deposits  increased  $70.6  million on September  30, 2002 compared to
December 31, 2001. On average,  noninterest bearing deposits were $149.2 million
during the current  period,  an increase of $464 thousand or 0.3%. End of period
interest bearing deposit balances decreased $6.2 million or 0.8% compared to the
prior year end and are summarized as follows: interest bearing checking accounts
decreased  $8.4  million  to  $204.3  million;  money  market  deposit  accounts
decreased  $911 thousand to $103.0  million;  savings  accounts  decreased  $8.0
million to $58.4 million;  and time deposits  increased  $11.0 million to $406.0
million.  On average,  interest  bearing  deposits  were  $783.1  million in the
current  nine-month period, an increase of $35.7 million from year-end 2001. The
increase in average  interest  bearing  deposits is attributable to increases in
interest  bearing  demand  deposits of $16.2  million or 8.1%,  time deposits of
$17.7  million or 4.6%,  and money  market  deposit  accounts of $4.1 million or
4.06%.  Average savings deposits  decreased $2.4 million or 3.8%. Total deposits
averaged  $932.3  million,  an increase of $36.2  million or 4.0% from  year-end
2001.

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

Borrowed  funds  totaled  $157.9  million at September  30, 2002, an increase of
$20.4 million or 14.9% from year-end 2001. Increases in short-term borrowings of
$5.4 million  along with an increase in long-term  borrowings  of $15.0  million
account for the total increase in borrowed  funds.  Federal funds  purchased and
securities  sold under  agreements  to  repurchase,  the  largest  component  of
short-term  borrowings,  declined $1.2 million or 1.1% to $112.6 million.  Other
short-term  borrowings  increased  $6.6  million  mainly due to an  increase  in
borrowed  funds from the  Federal  Home Loan Bank  ("FHLB").  The $15.0  million
increase in long-term  borrowings is attributed to additional  advances from the
FHLB with varying interest rate terms and maturing within 10 years.  Recent FHLB
advances have been used to fund the purchase of additional investment securities
and to aid the efforts of asset and liability  management.  Total borrowed funds
averaged  $139.2  million,  an increase of $22.1  million or 18.9% from year-end
2001.

LIQUIDITY

The Parent  Company's  primary use of cash consists of dividend  payments to its
common shareholders,  purchases of its common stock, and other general operating
purposes.  Liquidity of the Parent Company  depends  primarily on the receipt of
dividends  from  its  subsidiary  banks  and  cash  balances  maintained.  As of
September 30, 2002 combined retained earnings of the subsidiary banks were $66.0
million,  of which $14.3  million was  available for the payment of dividends to
the  Parent  Company  without  obtaining  prior  approval  from bank  regulatory
agencies. As a practical matter,  payment of future dividends is also subject to
the maintenance of other capital ratio requirements.  Management expects that in
the  aggregate,  its  subsidiary  banks will continue to have the ability to pay
dividends in order to provide funds to the Parent  Company  during the remainder
of 2002  sufficient to meet its  liquidity  needs.  The Parent  Company had cash
balances of $12.1 million at September 30, 2002.

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

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

Liquid assets consist of cash, cash  equivalents,  and securities  available for
sale. At September 30, 2002, such assets totaled $505.9 million,  an increase of
$91.4  million or 22.1% from  year-end  2001.  The increase in liquid  assets is
attributed  to the overall  funding  position of the Company  combined  with the
current interest rate environment. Net cash provided by operating activities was
$13.7  million in the first nine months of 2002,  a decrease of $1.8  million or
11.7%  compared  to the same period last year.  Net cash  provided by  investing
activities  was $38.2  million,  an increase of $89.0 million due primarily to a
$134.9  million  increase  in  proceeds  from  sales,  maturities,  and calls of
available for sale investment  securities  offset by a $54.9 million increase in
purchases of available for sale investment securities. A decrease in loan volume
during the nine-month  periods  contributed  an additional  $10.4 million in the
comparison.  Net cash provided by financing activities was $84.1 million for the
period ended September 30, 2002. In the same period of the prior year, financing
activities used $30.3 million,  an increase of $114.4 million relating primarily
to deposit account activity.

CAPITAL RESOURCES

Shareholders'  equity was $127.8  million on September  30, 2002, an increase of
$4.2 million or 3.4% from  year-end  2001.  The Company  purchased  126 thousand
shares of its outstanding  common stock during the first nine months of 2002 for
a total cost of $4.3 million.

The Company  issued 62  thousand  shares of common  stock  during the first nine
months pursuant to its nonqualified stock option plan. Dividends of $6.4 million
or $.93 per share  were  declared  during  the  first  nine  months of 2002,  an
increase  of 3.3% per  share  compared  to the  prior  year.  Accumulated  other
comprehensive income, consisting of the unrealized holding gain on available for
sale  investment  securities  (net of tax)  increased $2.4 million from year-end
2001.

Consistent with the objective of operating a sound financial  organization,  the
Company's goal is to maintain  capital ratios well above the regulatory  minimum
requirements.  The  Company's  capital  ratios as of  September  30,  2002,  the
regulatory  minimums  and  the  regulatory  standard  for a  "well  capitalized"
institution are as follows:


                              Farmers Capital     Regulatory           Well
                             Bank Corporation      Minimum         Capitalized
-------------------------------------------------------------------------------
Tier 1 risk based                  15.89%            4.00%             6.00%
Total risk based                   17.14%            8.00%            10.00%
Leverage                           10.32%            4.00%             5.00%
-------------------------------------------------------------------------------

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the  applicable  minimum  regulatory  capital  ratio  requirements  at
September 30, 2002.

EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

SFAS No.  144  also  supersedes  the  accounting  and  reporting  provisions  of
Accounting   Principles   Board  Opinion  No.  30,   Reporting  the  Results  of
Operations--Reporting  the Effects of  Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business.  However, it retains the requirement in
Opinion No. 30 to report  separately  discontinued  operations  and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment,  or in a distribution to owners) or is classified as held for sale.
By  broadening  the  presentation  of  discontinued  operations  to include more
disposal  transactions,  the FASB has enhanced  management's  ability to provide
information  that helps  financial  statement  users to assess the  effects of a
disposal  transaction  on the ongoing  operations of an entity.  The adoption of
SFAS No. 144 did not have an effect on the consolidated  financial statements of
the Company.

In April 2002, the FASB issued SFAS No. 145,  RESCISSION OF FASB  STATEMENTS NO.
4, 44, AND 64,  AMENDMENT OF FASB  STATEMENT NO. 13, AND TECHNICAL  CORRECTIONS.
This Statement  rescinds FASB  Statement No. 4, REPORTING  GAINS AND LOSSES FROM
EXTINGUISHMENT  OF DEBT, and an amendment of that Statement,  FASB Statement No.
64,  EXTINGUISHMENTS  OF DEBT MADE TO SATISFY  SINKING-FUND  REQUIREMENTS.  This
Statement also rescinds FASB Statement No. 44,  ACCOUNTING FOR INTANGIBLE ASSETS
OF MOTOR CARRIERS.  This Statement amends FASB Statement No. 13,  ACCOUNTING FOR
LEASES,  to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The provisions of SFAS
No. 145  related to SFAS No. 4 and SFAS No. 13 are  effective  for fiscal  years
beginning and transactions occurring after May 15, 2002, respectively. All other
provisions of this Statement are effective for financial statements issued on or
after May 15, 2002.  Management  expects the adoption of this Statement will not
have a material effect on the Company's consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, ACCOUNTING FOR COSTS ASSOCIATED WITH
EXIT OR DISPOSAL ACTIVITIES.  This Statement requires that a liability for costs
associated  with an exit or disposal  activity to be  recognized  when  incurred
rather than at the date  commitment to an exit or disposal plan.  This Statement
replaces  EITF  94-3  and is to be  applied  prospectively  to exit or  disposal
activities initiated after December 31, 2002. Management expects the adoption of
this  Statement  will not have a material  effect on the Company's  consolidated
financial statements.

In October 2002 the FASB issued SFAS No. 147,  ACQUISITIONS OF CERTAIN FINANCIAL
INSTITUTIONS.   This  Statement  brings  all  business  combinations   involving
financial institutions, except mutuals, into the scope of SFAS No. 141, BUSINESS
COMBINATIONS.   SFAS  No.  147  requires  that  all  acquisitions  of  financial
institutions that meet the definition of a business,  including  acquisitions of
part of a financial institution that meet the definition of a business,  must be
accounted  for in  accordance  with  SFAS No.  141 and the  related  intangibles
accounted  for in  accordance  with SFAS No.  142.  SFAS No.  147  removes  such
acquisitions from the scope of SFAS No. 72, ACCOUNTING FOR CERTAIN  ACQUISITIONS
OF BANKING OR THRIFT INSTITUTIONS, which was adopted in February 1983 to address
financial   institutions   acquisitions  during  a  period  when  many  of  such
acquisitions involved "troubled" institutions. SFAS No. 147 also amends SFAS No.
144 to include in its scope long-term customer-relationship intangible assets of
financial  institutions.  SFAS No. 147 is generally  effective  immediately  and
provides  guidance with respect to  amortization  and  impairment of intangibles
recognized in connection with  acquisitions  previously within the scope of SFAS
No. 72. The adoption of this  Statement  will not have a material  effect on the
Company's consolidated financial statements.

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

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

At September 30, 2002, the model  indicated that if rates were to increase by 75
basis points  during the remainder of 2002,  net interest  income and net income
would remain  unchanged  compared to the  forecasted  amount for the year ending
December  31,  2002.  The model  indicated  that if rates were to decrease by 75
basis  points over the same  period,  net  interest  income and net income would
increase 0.04% and 0.07%, respectively, compared to the forecasted amount.

At September 30, 2002, the model  indicated that if rates were to increase by 75
basis points during the remainder of 2002 and then gradually  increase 200 basis
points during 2003, net interest  income and net income would increase 0.41% and
0.23% compared to the 2003 forecasted  amount. The model indicated that if rates
were to  decrease  by 75 basis  points  during  the  remainder  of 2002 and then
gradually  decrease 200 basis points  during 2003,  net interest  income and net
income would decrease 4.79% and 10.57%, respectively, compared to the forecasted
amount.

In the current low interest rate environment, it is not practical or possible to
reduce certain  deposit rates by the same magnitude as rates on earning  assets.
The average rate paid on some of the Company's  deposits are well below 2%. This
situation  magnifies the model's  predicted  results when modeling a decrease in
interest rates, as earning assets with higher yields have more of an opportunity
to reprice at lower rates than lower-rate deposits.

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

The Company's Chief Executive  Officer and Chief Financial Officer have reviewed
and evaluated the Company's disclosure controls and procedures within 90 days of
the filing of this report,  and have  concluded  that the  Company's  disclosure
controls and procedures  were adequate and effective to ensure that  information
required to be disclosed is recorded,  processed,  summarized, and reported in a
timely manner.

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

PART II - OTHER INFORMATION

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

In the case of Earl H. Shilling et al. v. Farmers Bank & Capital Trust  Company,
on May 10, 2002,  the Kentucky Court of Appeals  affirmed the Jefferson  Circuit
Court's judgment in favor of the Bank. The plaintiff  bondholders filed a motion
for  discretionary  review  to the  Supreme  Court  on June 7,  2002.  It is not
possible  at this  stage of the  proceedings  to make any  prediction  as to the
outcome,  however the Supreme Court must grant the plaintiff bondholders' motion
to review the appeal,  or the affirmed judgment in favor of the Bank will become
the final outcome of the case.

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
99.1      CEO Certification
99.2      CFO Certification

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

On November 4, 2002 the Registrant filed a report on Form 8-K pursuant to Item 4
of that Form. No financial statements were filed as part of that Form.

<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:    Nov-6-02                   /s/ G. Anthony Busseni
     ---------------------------    --------------------------------------------
                                    G. Anthony Busseni,
                                    President and CEO
                                    (Principal Executive Officer)


Date:    11-6-02                    /s/ C. Douglas Carpenter
      --------------------------    --------------------------------------------
                                    C. Douglas Carpenter,
                                    Vice President, Secretary, and CFO
                                    (Principal Financial and Accounting Officer)






<PAGE>

                                 CERTIFICATIONS



I, G. Anthony Busseni, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Farmers Capital Bank
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



         Date:     Nov-6-02                         /s/ G. Anthony Busseni
              ------------------------------        ---------------------------
                                                     G. Anthony Busseni
                                                     President and CEO


<PAGE>


I, C. Douglas Carpenter, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Farmers Capital Bank
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



         Date:     11-6-02                          /s/ C. Douglas Carpenter
              ------------------------------        -------------------------
                                                     C. Douglas Carpenter
                                                     Vice President, Secretary,
                                                     and CFO


<PAGE>



Exhibit 11
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                 ----------------------------------------------




--------------------------------------------------------------------------------
                                              Three Months         Nine Months
                                                 Ended                Ended
                                              September 30         September 30
(In thousands, except per share data)        2002      2001       2002     2001
--------------------------------------------------------------------------------

Net income, basic and diluted              $3,526    $3,030   $ 10,624  $ 10,832
--------------------------------------------------------------------------------

Average shares outstanding                  6,850     6,950      6,880     6,999
Effect of dilutive stock options               48        62         45        39
--------------------------------------------------------------------------------
Average diluted shares outstanding          6,898     7,012      6,925     7,038
--------------------------------------------------------------------------------

Net income per share, basic                $  .51    $  .44    $  1.54    $ 1.55
Net income per share, diluted                 .51       .43       1.53      1.54
--------------------------------------------------------------------------------



<PAGE>



Exhibit 99.1

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------


I, G. Anthony Busseni, President and Chief Executive Officer of Farmers Capital
Bank Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:

     1)   the  Quarterly  Report on Form 10-Q of the Company  for the  quarterly
          period ended September 30, 2002 (the "Report") fully complies with the
          requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934; and

     2)   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.




Date:     Nov-6-02                           /s/ G. Anthony Busseni
     ---------------------------------       ---------------------------------
                                             G. Anthony Busseni
                                             President and CEO





<PAGE>


Exhibit 99.2

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------


I, C. Douglas Carpenter, Vice President,  Secretary, and Chief Financial Officer
of Farmers  Capital Bank  Corporation,  certify,  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     1)   the  Quarterly  Report on Form 10-Q of the Company  for the  quarterly
          period ended September 30, 2002 (the "Report") fully complies with the
          requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934; and

     2)   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.




Date:      11-6-02                          /s/ C. Douglas Carpenter
      ----------------------------------    ----------------------------------
                                            C. Douglas Carpenter
                                            Vice President, Secretary, and CFO
[{"type": "10-Q", "sequence": "1", "filename": "a10q093002.txt", "description": "SEPTEMBER 30, 2002", "secsgml_size_bytes": 115053}]
{"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": "02811452"}, "business-address": {"street1": "PO BOX 309", "street2": "202 W MAIN ST", "city": "FRANKFORT", "state": "KY", "zip": "40602", "phone": "5022271668"}, "mail-address": {"street1": "P O BOX 309", "street2": "202 WEST MAIN STREET", "city": "FRANKFORT", "state": "KY", "zip": "40602"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

                                       or

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

                         For the transition period from
                          ____________ to ____________

                         Commission File Number 0-14412

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

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

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

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

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

                                 Yes |X| No ____

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

                    Common stock, par value $0.125 per share
                6,838,151 shares outstanding at November 5, 2002
TABLE OF CONTENTS

Part I - Financial Information                                                              Page No.
Item 1 - Financial Statements                                                              3

         Unaudited Consolidated Balance Sheets -
             September 30, 2002 and December 31, 2001                                           3

         Unaudited Consolidated Statements of Income -
             For the Three Months and Nine Months Ended
             September 30, 2002 and September 30, 2001                                          4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months and Nine Months Ended
             September 30, 2002 and September 30, 2001                                          5

         Unaudited Consolidated Statements of Cash Flows -
             For the Nine Months Ended
             September 30, 2002 and September 30, 2001                                          6

         Unaudited Consolidated Statements of Changes in Shareholders' Equity -
             For the Nine Months Ended
             September 30, 2002 and September 30, 2001                                          7

         Notes to Unaudited Consolidated Financial Statements                                   8

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

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk                       21

     Item 4 - Controls and Procedures                                                          21

Part II - Other Information

     Item 1 - Legal Proceedings                                                                22

     Item 6 - Exhibits and Reports on Form 8-K                                                 22
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------
UNAUDITED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------------------------------------------------------
                                                                                        September 30,      December 31,
(In thousands, except per share data)                                                       2002                2001
--------------------------------------------------------------------------------------------------------------------------------
ASSETS
 Cash and cash equivalents:
     Cash and due from banks                                                           $   130,702        $    55,977
     Interest bearing deposits in other banks                                                4,219              3,090
     Federal funds sold and securities purchased under
          agreements to resell                                                             107,403             47,318
--------------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                  242,324            106,385
--------------------------------------------------------------------------------------------------------------------------------
Investment securities:
     Available for sale, amortized cost of $257,989 (2002) and $306,197 (2001)             263,583            308,081
     Held to maturity, fair value of $32,358 (2002) and $38,505 (2001)                      30,351             37,461
--------------------------------------------------------------------------------------------------------------------------------
          Total investment securities                                                      293,934            345,542
--------------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                                              720,324            701,869
Allowance for loan losses                                                                  (11,618)           (10,549)
--------------------------------------------------------------------------------------------------------------------------------
       Loans, net                                                                          708,706            691,320
--------------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                 23,536             24,800
Other assets                                                                                14,641             15,483
--------------------------------------------------------------------------------------------------------------------------------
          Total assets                                                                 $ 1,283,141        $ 1,183,530
--------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                               $   215,130        $   136,001
     Interest bearing                                                                      771,245            777,484
--------------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                   986,375            913,485
--------------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase                 112,560            113,792
Other short-term borrowings                                                                 19,480             12,808
Long-term debt                                                                              25,902             10,913
Dividends payable                                                                            2,123              2,152
Other liabilities                                                                            8,897              6,820
--------------------------------------------------------------------------------------------------------------------------------
          Total liabilities                                                              1,155,337          1,059,970
--------------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share
     9,608,000 shares authorized; 8,120,120 and 8,058,244
     shares issued at September 30, 2002 and December 31, 2001, respectively                 1,015              1,007
Capital surplus                                                                             17,114             15,179
Retained earnings                                                                          141,453            137,227
Treasury stock, at cost
     1,279,141 and 1,152,978 shares at September 30, 2002 and
     December 31, 2001, respectively                                                       (35,415)           (31,077)
Accumulated other comprehensive income                                                       3,637              1,224
--------------------------------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                                       127,804            123,560
--------------------------------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                                   $ 1,283,141        $ 1,183,530
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------------------------------------------------------
                                                                          Three Months Ended             Nine Months Ended
                                                                              September 30,                  September 30,
(In thousands, except per share data)                                     2002           2001           2002           2001
--------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans                                            $ 12,880       $ 14,960       $ 38,583       $ 45,667
Interest on investment securities:
     Taxable                                                             2,578          2,555          7,921          7,720
     Nontaxable                                                            850            847          2,699          2,474
Interest on deposits in other banks                                         17             31            170             78
Interest of federal funds sold and securities
    purchased under agreements to resell                                   317            761            772          2,836
--------------------------------------------------------------------------------------------------------------------------------
          Total interest income                                         16,642         19,154         50,145         58,775
--------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                     5,550          7,356         17,302         23,018
Interest on federal funds purchased and securities
    sold under agreements to repurchase                                    411          1,028          1,318          3,255
Interest on other borrowed funds                                           411            164          1,164            443
--------------------------------------------------------------------------------------------------------------------------------
          Total interest expense                                         6,372          8,548         19,784         26,716
--------------------------------------------------------------------------------------------------------------------------------
          Net interest income                                           10,270         10,606         30,361         32,059
--------------------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                  869            836          1,978          2,109
--------------------------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses            9,401          9,770         28,383         29,950
--------------------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                                     2,088          1,672          5,867          4,973
Other service charges, commissions, and fees                               957            972          2,760          2,865
Data processing income                                                     340            327          1,063          1,035
Trust income                                                               368            360          1,096          1,253
Investment securities gains, net                                           440                         1,433            465
Gain on sale of mortgage loans                                              80             56            192            153
Other                                                                       68             65            192            213
--------------------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                       4,341          3,452         12,603         10,957
--------------------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                                           5,033          4,976         14,984         14,475
Occupancy expenses, net                                                    623            577          1,782          1,770
Equipment expenses                                                         845            849          2,685          2,430
Bank franchise tax                                                         308            309            921            902
Other                                                                    2,234          2,372          6,399          6,388
--------------------------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                      9,043          9,083         26,771         25,965
--------------------------------------------------------------------------------------------------------------------------------
          Income before income taxes                                     4,699          4,139         14,215         14,942
--------------------------------------------------------------------------------------------------------------------------------
Income tax expense                                                       1,173          1,109          3,591          4,110
--------------------------------------------------------------------------------------------------------------------------------
          Net income                                                   $ 3,526        $ 3,030       $ 10,624       $ 10,832
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
     Basic                                                             $   .51        $   .44        $  1.54        $  1.55
     Diluted                                                               .51            .43           1.53           1.54
--------------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                               6,850          6,950          6,880          6,999
     Diluted                                                             6,898          7,012          6,925          7,038
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
--------------------------------------------------------------------------------------------------------------------------------
                                                                        Three Months Ended        Nine Months Ended
                                                                            September 30,           September 30,
 (In thousands)                                                         2002           2001           2002          2001
--------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                           $ 3,526        $ 3,030       $ 10,624      $ 10,832
Other comprehensive income:
     Unrealized holding gain on available for sale
     securities arising during the period, net of tax
     of $1,329, $827, $1,636, and $1,369, respectively                                1,605          3,038         2,658
                                                                       2,468
Reclassification adjustment for prior period
     unrealized (gain) loss recognized during current period,
     net of tax of $111, $23, $337, and $99, respectively               (207)            44           (625)         (192)
--------------------------------------------------------------------------------------------------------------------------------
Other comprehensive income                                             2,261          1,649          2,413         2,466
--------------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                                 $ 5,787        $ 4,679       $ 13,037       $13,298
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30, (In thousands)                                                      2002            2001
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                                 $ 10,624        $ 10,832
     Adjustments to reconcile net income to net cash provided by operating
          activities:
          Depreciation and amortization                                                            2,147           2,231
          Net amortization (accretion) of investment security premiums and discounts:
                Available for sale                                                                   394            (155)
                Held to maturity                                                                     (49)            (13)
          Provision for loan losses                                                                1,978           2,109
          Noncash compensation expense                                                               427             675
          Mortgage loans originated for sale                                                     (26,768)        (26,004)
          Proceeds from sale of mortgage loans                                                    25,026          25,314
          Deferred income tax expense                                                                  3             125
          Gain on sale of mortgage loans                                                            (192)           (153)
          Gain on sale of premises and equipment                                                      (2)            (12)
          Gain on sale of available for sale investment securities, net                           (1,433)           (465)
          Decrease in accrued interest receivable                                                    768             351
          Decrease (increase) in other assets                                                         74          (2,008)
          Decrease in accrued interest payable                                                      (272)             (1)
          Increase in other liabilities                                                              949           2,664
--------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by operating activities                                            13,674          15,490
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                                     270,455         249,484
          Held to maturity                                                                         7,159          10,478
     Proceeds from sale of available for sale investment securities                              147,229          33,289
     Purchase of investment securities:
          Available for sale                                                                    (368,437)       (313,580)
          Held to maturity                                                                                          (334)
     Loans originated for investment, net of principal collected                                 (17,430)        (27,875)
     Purchase of premises and equipment                                                             (897)         (2,322)
     Proceeds from sale of equipment                                                                 116              21
--------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by (used in) investing activities                                  38,195         (50,839)
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in deposits                                                          72,890         (57,806)
     Net (decrease) increase in securities sold under agreements to repurchase                    (1,232)         28,757
     Proceeds from long-term debt                                                                 16,500           8,000
     Repayments of long-term debt                                                                 (1,511)         (6,213)
     Net increase in other short-term borrowings                                                   6,672          11,593
     Dividends paid                                                                               (6,427)         (6,384)
     Purchase of common stock                                                                     (4,338)         (8,878)
     Stock options exercised                                                                       1,516             586
--------------------------------------------------------------------------------------------------------------------------------
             Net cash provided by (used in) financing activities                                  84,070         (30,345)
--------------------------------------------------------------------------------------------------------------------------------
             Net increase (decrease) in cash and cash equivalents                                135,939         (65,694)
--------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                                   106,385         229,871
--------------------------------------------------------------------------------------------------------------------------------
             Cash and cash equivalents at end of period                                         $242,324        $164,177
--------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
     Interest                                                                                   $ 20,056        $ 26,717
     Income taxes                                                                                  3,840           3,100
Cash dividend declared and unpaid                                                                  2,123           2,085
--------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(In thousands, except per share data)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      Accumulated
                                                                                                         Other             Total
Nine months ended                      Common Stock      Capital    Retained     Treasury Stock      Comprehensive     Shareholders'
September 30, 2002 and 2001           Shares   Amount    Surplus    Earnings    Shares     Amount        Income            Equity
------------------------------------------------------------------------------------------------------------------------------------
Balance at January 1, 2002           8,058   $1,007    $15,179   $ 137,227     1,153  $ (31,077)       $ 1,224          $123,560
Net income                                                            10,624                                                10,624
Other comprehensive income                                                                                 2,413             2,413
Cash dividends declared,
  $.93 per share                                                      (6,398)                                               (6,398)
Purchase of common stock                                                           126     (4,338)                          (4,338)
Stock options exercised                   62        8      1,508                                                             1,516
Noncash compensation expense
  attributed to stock option grants                          427                                                               427
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2002        8,120   $1,015    $17,114   $ 141,453     1,279  $ (35,415)       $ 3,637          $127,804
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
  Balance at January 1, 2001           8,032   $1,004    $13,634   $ 131,021       860  $ (20,755)       $   557          $125,461
Net income                                                            10,832                                                10,832
Other comprehensive income                                                                                 2,466             2,466
Cash dividends declared,
  $.90 per share                                                      (6,314)                                               (6,314)
Purchase of common stock                                                           253     (8,878)                          (8,878)
Stock options exercised, including
  related tax benefits                    24        3        587                                                               590
Noncash compensation expense
  attributed to stock option grants                          675                                                               675
------------------------------------------------------------------------------------------------------------------------------------
  Balance at September 30, 2001        8,056   $1,007    $14,896   $ 135,539     1,113  $ (29,633)       $ 3,023         $ 124,832
------------------------------------------------------------------------------------------------------------------------------------
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  financial
statements. In the opinion of management, all adjustments,  consisting of normal
recurring  adjustments,  necessary  for a fair  presentation  of such  financial
statements,  have been  included.  The  results of  operations  for the  interim
periods are not  necessarily  indicative  of the results to be expected  for the
full year.

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

2.   RECLASSIFICATIONS

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation.  Such
reclassifications   have  no  effect  on  previously   reported  net  income  or
shareholders' equity.
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
        OF OPERATIONS
        -------------

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

                    THIRD QUARTER 2002 VS. THIRD QUARTER 2001
                    -----------------------------------------

The Company  reported  net income of $3.5  million or $.51 per basic and diluted
share for the third  quarter of 2002  compared to net income of $3.0  million or
$.44 and $.43 per basic and diluted share,  respectively,  for the third quarter
of 2001.  This  represents  a 15.9% and 18.6%  increase in basic and diluted per
share  earnings,  respectively.  The  increase in net income in the  three-month
comparison is attributed primarily to noninterest sources of revenue,  including
increased  gains on the  sale of  investment  securities  of $440  thousand  and
increased service charges and fees on deposits of $416 thousand or 24.9%.  These
increases  offset a decline in net  interest  income of $336  thousand  or 3.2%.
Total noninterest  expenses decreased $40 thousand or less than 1% due primarily
to higher  legal fees  incurred  in the normal  course of  business in the prior
period.

Return on average assets ("ROA") was 1.16% for the current quarter,  an increase
of 12 basis points  compared to 1.04%  reported for the same period in 2001. The
12 basis  point  increase  in ROA was  attributed  to the  positive  effect of a
reduction in noninterest  expense  relative to average assets of 13 basis points
and an increase in  noninterest  income  relative to average  assets of 25 basis
points.  These positive variances offset a decrease in net interest margin of 21
basis points.  Return on average equity ("ROE") was 11.26% for the third quarter
of 2002 compared to 9.79% in the same period of 2001.

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

Although continuing  uncertainties in the economic  environment are present, the
current  interest rate environment is considerably  less volatile  compared to a
year ago.  Actions  taken by the  Federal  Reserve  Board (the  "Fed") to reduce
short-term  interest  rates have leveled off and,  since a total decrease of 125
basis  points  during  the  fourth  quarter of 2001,  remained  unchanged  since
December  of 2001.  The effects of prior rate  reductions  by the Fed along with
intense  competition in the Company's market areas continue to negatively impact
net  interest  margin.  The  effect  of the Fed's  actions  on the  Company  has
generally led to interest  rates on earning  assets  declining more rapidly than
rates paid on interest bearing  liabilities.  During a falling rate environment,
the  challenge  is to reduce  the rates  paid on  interest  bearing  liabilities
(primarily  deposits) to offset the decline in the yield on variable rate assets
(primarily  loans) while  remaining  competitive  in our markets.  The Company's
tax-equivalent yield on earning assets for the current three months was 6.31%, a
reduction of 108 basis points from the same period a year ago. The cost of funds
for the current three months was 2.74%,  a decline of 112 basis points  compared
to the same  period a year ago. A goal of the  Company in the  current  interest
rate  environment is to increase  earning assets and decrease the interest rates
paid on interest bearing liabilities while remaining competitive in our markets.
Average  earning  assets  increased  $23.1  million  or  2.2%  in the  quarterly
comparison.  However,  as a percentage of total average  assets,  earning assets
declined  137 basis  points  from  91.31% to  89.94%.  Average  interest  paying
liabilities increased $41.9 million or 4.8% in the comparison.

Interest  income totaled $16.6 million for the third quarter of 2002, a decrease
of $2.5 million or 13.1% compared to the same period in the prior year. Interest
expense totaled $6.4 million,  a decrease of $2.2 million or 25.5%. Net interest
income before  provision  for loan losses  declined $336 thousand or 3.2% in the
comparison and totaled $10.3 million at September 30, 2002.

Interest and fees on loans  decreased  $2.1 million  mainly due to a decrease in
the average rate earned. Average loans increased a modest $1.6 million or 0.23%,
while the yield  decreased  122 basis  points  to  7.30%.  Interest  on  taxable
securities  increased  $23 thousand or 0.9% as an 89 basis point decline in rate
was offset by the effect of a $38.3  million or 20.6%  increase  in the  average
balance.  Interest on nontaxable  securities  was  relatively  unchanged at $850
thousand as a $188 thousand  increase in the average  balance and an increase in
the average  rate  earned of 12 basis  points had  minimal  impact.  Interest on
short-term  investments,  including time deposits in other banks,  federal funds
sold,  and  securities  purchased  under  agreements to resell,  decreased  $458
thousand due primarily to a 166 basis point  decrease in the average rate earned
on these  investments  as well as a  decline  in the  average  balance  of $17.0
million or 18.6%.

Interest  expense on deposits  decreased  $1.8 million or 24.6% to $5.6 million.
This  decrease  resulted  from a  general  decline  in  the  average  rate  paid
throughout the deposit  portfolio,  which offset increases in average  balances.
The decline in interest  expense on deposits was as follows:  time deposits $984
thousand or 17.7%;  interest bearing demand deposits $372 thousand or 47.1%; and
savings deposits $450 thousand or 44.9%. The average rate paid on time deposits,
the largest  component of interest bearing  deposits,  was 4.47% for the current
quarter  compared to 5.70% for the same period of 2001.  The average  balance of
time deposits  increased  $19.4 million or 5.0% to $406.8  million.  The average
rate paid on interest bearing demand deposits  declined 80 basis points to 0.77%
while the average balance increased $15.8 million or 7.9% to $215.3 million. The
average rate paid on savings deposits  decreased 113 basis points to 1.33% while
the average balance  increased $2.8 million or 1.7% to $164.7 million.  Interest
expense on federal  funds  purchased  and  securities  sold under  agreements to
repurchase decreased $617 thousand or 60.0% due to a 164 basis point decrease in
the  average  rate paid  coupled  with a $28.2  million or 24.0%  decline in the
average  balance.  Interest  expense  on other  borrowed  funds  increased  $247
thousand in the comparison as additional  borrowings  from the Federal Home Loan
Bank increased the average balance  outstanding.  The average rate paid on other
borrowed funds declined 132 basis points to 3.60%.

The net interest  margin on a tax equivalent  basis decreased 21 basis points to
3.97% during the third quarter of 2002  compared to 4.18% in the second  quarter
of 2001.  The decrease in net interest  margin is primarily  attributed  to a 25
basis point decline in the impact of noninterest  bearing sources of funds.  The
effect  of  noninterest  bearing  sources  of funds on the net  interest  margin
typically  declines in a falling  rate  environment.  The spread  between  rates
earned and paid, which totaled 3.57% for the current quarter,  increased 4 basis
points and positively impacted the net interest margin.
The  following  tables  present  an  analysis  of net  interest  income  for the
quarterly periods ended September 30.
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
-----------------------------------------------------------------------------------------------------------------------------------
Quarter Ended September 30,                                       2002                                      2001
                                                Average                        Average       Average                    Average
(In thousands)                                  Balance         Interest         Rate        Balance      Interest        Rate
-----------------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS
Investment securities
  Taxable                                      $ 224,006         $ 2,578         4.57%      $ 185,720      $ 2,555        5.46%
  Nontaxable1                                     75,110           1,244         6.57          74,922        1,218        6.45
Time deposits with banks, federal
  funds sold and securities purchased
  under agreements to resell                      74,335             334         1.78          91,344          792        3.44
Loans1,2,3                                       706,562          13,009         7.30         704,931       15,131        8.52
---------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,080,013        $ 17,165         6.31%      1,056,917      $19,696        7.39%
---------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (11,164)                                     (10,589)
---------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,068,849                                    1,046,328
---------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           96,373                                       71,774
Premises and equipment, net                       23,777                                       25,383
Other assets                                      11,818                                       13,989
---------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,200,817                                  $ 1,157,474
---------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                    $   215,260         $   418         0.77%    $   199,424      $   790        1.57%
  Savings                                        164,679             553         1.33         161,918        1,003        2.46
  Time                                           406,770           4,579         4.47         387,394        5,563        5.70
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   89,165             411         1.83         117,392        1,028        3.47
Other borrowed funds                              45,352             411         3.60          13,234          164        4.92
---------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities          921,226         $ 6,372         2.74%        879,362      $ 8,548        3.86%
---------------------------------------------------------------------------------------------------------------------------------
Noninterest Bearing Liabilities
Commonwealth of Kentucky deposits                 30,146                                       30,262
Other demand deposits                            117,403                                      116,487
Other liabilities                                  7,793                                        8,540
---------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,076,568                                    1,034,651
---------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        124,249                                      122,823
---------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders'
     equity                                  $ 1,200,817                                  $ 1,157,474
---------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               10,793                                    11,148
TE basis adjustment                                                 (523)                                     (542)
---------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                         $10,270                                   $10,606
---------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                              3.57%                                    3.53%
Impact of noninterest bearing sources
  of funds                                                                        .40                                      .65
---------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                              3.97%                                    4.18%
---------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using a 35% tax rate.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $518 thousand and $392 thousand in 2002 and 2001, respectively.
ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
---------------------------------------------------------------------------------------------------------
(In thousands)                                                 Variance       Variance Attributed to
Quarter ended September 30,                                   2002/2001 1      Volume          Rate
---------------------------------------------------------------------------------------------------------
INTEREST INCOME
Taxable investment securities                                 $   23         $ 1,859       $ (1,836)
Nontaxable investment securities2                                 26               3             23
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell              (458)           (128)          (330)
Loans2                                                        (2,122)            240         (2,362)
---------------------------------------------------------------------------------------------------------
     Total interest income                                    (2,531)          1,974         (4,505)
---------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                                (372)            381           (753)
Savings deposits                                                (450)            115           (565)
Time deposits                                                   (984)          1,608         (2,592)
Federal funds purchased and securities sold under
   agreements to repurchase                                     (617)            (208)         (409)
Other borrowed funds                                             247             537           (290)
---------------------------------------------------------------------------------------------------------
     Total interest expense                                   (2,176)          2,433         (4,609)
---------------------------------------------------------------------------------------------------------
Net interest income                                           $ (355)         $ (459)        $  104
---------------------------------------------------------------------------------------------------------
Percentage change                                              100.0%          129.3%         (29.3)%
---------------------------------------------------------------------------------------------------------

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

Noninterest income totaled $4.3 million for the current quarter,  an increase of
$889 thousand or 25.8% compared to the prior year.  Service  charges and fees on
deposits,  the largest component of noninterest income,  increased $416 thousand
or 24.9% primarily due to a $271 thousand or 26.2% increase  relating to the new
overdraft  policy and  related NSF fee  structure  that is now fully in place at
each of the Company's  subsidiary banks. The rapid growth in fees resulting from
this overdraft  policy and related NSF structure is expected to slow  moderately
since it has been  fully in place  for a  twelve  month  period.  Other  service
charges,  commissions,  and fees  decreased $15 thousand or 1.5% driven by a $26
thousand or 27.4% decrease in credit life insurance  fees.  Trust fees increased
$8  thousand or 2.2%.  Net gains on the sale of  available  for sale  investment
securities totaled $440 thousand for the current quarter while no net gains were
realized in the comparable period a year earlier.

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

Total  noninterest  expense was  relatively  unchanged from the third quarter of
2001 and totaled  $9.0  million.  Salaries and  employee  benefits,  the largest
component  of  noninterest  expense,  increased a modest  1.1% to $5.0  million.
Employee  benefits  increased $54 thousand or 6.1% in the  quarterly  comparison
while salaries and related payroll taxes increased $83 thousand or 2.1%. Noncash
compensation  expense  attributed to stock option grants decreased $80 thousand.
Occupancy expense,  net of rental income,  increased $46 thousand or 8.0% in the
comparison and totaled $623 thousand. Equipment expense and bank franchise taxes
were virtually  unchanged in the quarterly  comparison and totaled $845 thousand
and $308  thousand,  respectively.  Other  noninterest  expense  decreased  $138
thousand  or 5.8%  primarily  due to higher  legal fees  incurred  in the normal
course of business in the prior year.

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

Income tax expense for the third quarter of 2002 was $1.2 million, a decrease of
$64 thousand or 5.8% from the third quarter of 2001.  The effective tax rate was
25.0% for the current  quarter,  a decrease  of 183 basis  points from the third
quarter of 2001.  The decrease in the effective tax rate is due to a combination
of factors,  including  the  following:  a reduction in  nondeductible  goodwill
amortization;  tax-exempt municipal loans averaged $18.9 million, an increase of
$6.1 million or 47.5%;  and taxable  earning assets repriced to a lower interest
rate at a faster pace than tax-exempt  earning assets in the declining  interest
rate  environment.  The result is less  taxable  income in  proportion  to total
income.

                            FIRST NINE MONTHS OF 2002
                            -------------------------

Net  income for the nine  months  ended  September  30,  2002 was $10.6  million
compared to net income of $10.8  million for the same period in 2001, a decrease
of $208  thousand or 1.9%.  On a basic and diluted per share  basis,  net income
totaled $1.54 and $1.53 for the current  nine-month period compared to $1.55 and
$1.54 in the prior year,  a decrease of $.01 or 0.6% for both.  The  decrease in
net income is due  primarily to a decline in net interest  income.  Net interest
income  decreased  $1.7  million  or  5.3%  in the  nine-month  comparison.  The
provision  for loan losses  decreased  $131  thousand  or 6.2% to $2.0  million.
Noninterest  income  increased  $1.6  million  or  15.0% to  $12.6  million  due
primarily  to a $968  thousand  increase  in  gains  on the  sale of  investment
securities  and an  $894  thousand  increase  in  service  charges  and  fees on
deposits.  Noninterest expenses increased $806 thousand or 3.1% to $26.8 million
mainly due to an increase in salaries and employee  benefits of $509 thousand or
3.5% and  increased  equipment  expenses of $255  thousand or 10.5%.  Income tax
expense  declined $519 thousand or 12.6% as the effective tax rate decreased 225
basis points to 25.3%.

ROA was 1.18% for the nine months  ended  September  30,  2002, a decrease of 11
basis  points from the same period in 2001.  The 11 basis point  decrease in ROA
was attributed to a decrease in net interest margin of 38 basis points to 3.96%.
The lower net interest margin was partially  offset by a decrease in noninterest
expense  relative  to  average  assets  of  11  basis  points,  an  increase  in
noninterest income relative to average assets of 10 basis points, and a decrease
in income tax expense  relative  to average  assets of 8 basis  points.  ROE was
11.42%,  a decrease of 41 basis  points from the first nine months of 2001.  The
decrease in return on average equity is due to the $208 thousand  decline in net
income coupled with a stronger capital position.

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

Although continuing  uncertainties in the economic  environment are present, the
interest rate  environment  has begun to stabilize.  The Fed has acted to reduce
short-term  interest  rates by 350 basis  points  during the nine  months  ended
September 30, 2001.  Additional  short-term  rate cuts totaling 125 basis points
occurred  in the fourth  quarter  of 2001.  Short-term  rates  have not  changed
throughout  the first  nine  months of 2002.  These  rate  declines,  along with
intense competition in the Company's markets,  continue to negatively impact net
interest  margin.  The effect of the Fed's  actions on the Company has generally
led to interest rates on earning  assets  declining more rapidly than rates paid
on  interest  bearing  liabilities.  During  a  falling  rate  environment,  the
challenge is to reduce the rates paid on interest bearing liabilities (primarily
deposits) to offset the decline in the yield on variable rate assets  (primarily
loans) while remaining competitive in our markets. The Company's  tax-equivalent
yield on earning  assets for the current  nine months was 6.41%,  a reduction of
140 basis  points  from the same  period a year  ago.  The cost of funds for the
current  nine months was 2.87%,  a decline of 134 basis  points  compared to the
same  period a year ago. A goal of the  Company  in the  current  interest  rate
environment  is to increase  earning assets and decrease the interest rates paid
on interest  bearing  liabilities  while  remaining  competitive in our markets.
Average  earning  assets  increased  $48.8  million  or 4.7% in the  comparison.
However,  as a percentage of total average  assets,  earning assets declined 189
basis  points  from  91.65%  to  89.76%.  Average  interest  paying  liabilities
increased $74.6 million or 8.8% in the comparison.

Interest  income  totaled $50.1 million for the nine months ended  September 30,
2002, a decrease of $8.6  million or 14.7%  compared to the same period in 2001.
Interest  expense was $19.8  million,  a decrease of $6.9 million or 25.9%.  Net
interest income declined $1.7 million or 5.3%

Interest and fees on loans  decreased  $7.1 million or 15.5%  primarily due to a
138 basis point  decline in the average rate earned of 7.48% in the current nine
months.  Average loans  outstanding were virtually  unchanged at $696.7 million.
Interest  on  taxable  securities  increased  $201  thousand  or 2.6% as a $62.2
million increase in the average balance outstanding offset a decline in yield of
141 basis points.  Interest on nontaxable  securities increased $225 thousand or
9.1% due to an  increase  in both the  average  balance  and rate earned of $7.1
million  or 9.7%  and 8  basis  points,  respectively.  Interest  on  short-term
investments,  including  time deposits in other banks,  federal funds sold,  and
securities purchased under agreements to resell, decreased $2.0 million or 67.7%
due primarily to a 255 basis point decrease in the average rate earned.  A $21.9
million decrease in the average balance also contributed to the decrease.

Interest  expense on deposits  declined $5.7 million or 24.8% to $17.3  million.
This  decrease  resulted  from a  general  decline  in  the  average  rate  paid
throughout the deposit  portfolio,  which offset increases in average  balances.
The decline in interest  expense on deposits was as follows:  time deposits $2.9
million or 17.2%;  interest  bearing demand deposits $1.2 million or 44.6%;  and
savings  deposits $1.6 million or 47.6%. The average rate paid on time deposits,
the largest  component of interest bearing  deposits,  was 4.65% for the current
nine months  compared to 5.91% for the same period of 2001. The average  balance
of time deposits increased $19.9 million or 5.2% to $403.4 million.  The average
rate paid on interest bearing demand deposits  declined 91 basis points to 0.93%
while the average balance increased $18.6 million or 9.5% to $215.3 million. The
average rate paid on savings deposits  decreased 140 basis points to 1.43% while
the average balance  increased $5.5 million or 3.4% to $164.4 million.  Interest
expense on federal  funds  purchased  and  securities  sold under  agreements to
repurchase  decreased  $1.9 million or 59.5% due  primarily to a 260 basis point
decrease in the  average  rate paid.  A decrease of $1.4  million or 1.4% in the
average balance also  contributed to the decline in interest  expense.  Interest
expense on other  borrowed  funds  increased  $721 thousand in the comparison as
additional  borrowings  from the Federal  Home Loan Bank  increased  the average
balance outstanding by $32.0 million,  which offset a 218 basis point decline in
the average rate paid.

The net interest  margin on a tax equivalent  basis decreased 38 basis points to
3.96% during the first nine months of 2002  compared to the same period of 2001.
The decrease in net interest margin is primarily  attributed to a 32 basis point
decline in the impact of  noninterest  bearing  sources of funds.  The effect of
noninterest  bearing sources of funds on net interest margin typically  declines
in a  falling  rate  environment.  Also  contributing  to the  reduction  in net
interest  margin is a 6 basis point  decline in the spread  between rates earned
and paid that totaled 3.54% for the current nine months compared to 3.60% in the
same period a year earlier.
The  following  tables  present an analysis of net interest  income for the nine
months ended September 30.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
-----------------------------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30,                                   2002                                       2001
                                                 Average                      Average        Average                      Average
(In thousands)                                   Balance        Interest       Rate          Balance        Interest       Rate
-----------------------------------------------------------------------------------------------------------------------------------
EARNING ASSETS
Investment securities
  Taxable                                      $ 238,733        $  7,921        4.44%       $ 176,544        $ 7,720        5.85%
  Nontaxable1                                     79,621           3,943        6.62           72,560          3,547        6.54
Time deposits with banks, federal
  funds sold and securities purchased
  under agreements to resell                      64,964             942        1.94           86,857          2,914        4.49
Loans1,2,3                                       696,679          38,977        7.48          695,268         46,048        8.86
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                      1,079,997        $ 51,783        6.41%       1,031,229       $ 60,229        7.81%
-----------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                        (10,705)                                     (10,509)
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses                 1,069,292                                    1,020,720
-----------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                           98,272                                       67,294
Premises and equipment, net                       24,261                                       25,186
Other assets                                      11,386                                       12,003
-----------------------------------------------------------------------------------------------------------------------------------
     Total assets                            $ 1,203,211                                  $ 1,125,203
-----------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                      $ 215,263        $  1,500        0.93%       $ 196,635        $ 2,706        1.84%
  Savings                                        164,443           1,764        1.43          158,966          3,364        2.83
  Time                                           403,358          14,038        4.65          383,447         16,948        5.91
Federal funds purchased and
  securities sold under agreements
  to repurchase                                   97,079           1,318        1.82           98,472          3,255        4.42
Other borrowed funds                              42,071           1,164        3.70           10,066            443        5.88
-----------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities          922,214        $ 19,784        2.87%         847,586       $ 26,716        4.21%
-----------------------------------------------------------------------------------------------------------------------------------
NONINTEREST BEARING LIABILITIES
Commonwealth of Kentucky deposits                 33,479                                       33,544
Other demand deposits                            115,741                                      115,156
Other liabilities                                  7,344                                        6,450
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                         1,078,778                                    1,002,736
-----------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                        124,433                                      122,467
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders'
     equity                                  $ 1,203,211                                  $ 1,125,203
-----------------------------------------------------------------------------------------------------------------------------------
Net interest income                                               31,999                                      33,513
TE basis adjustment                                               (1,638)                                     (1,454)
-----------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                        $ 30,361                                    $ 32,059
-----------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                             3.54%                                       3.60%
Impact of noninterest bearing sources
  of funds                                                                       .42                                         .74
-----------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                             3.96%                                       4.34%
-----------------------------------------------------------------------------------------------------------------------------------

1Income and yield stated at a fully tax equivalent basis using a 35% tax rate.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees included in interest income amount to $1.4 million and $1.3 million in 2002 and 2001, respectively.
ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
--------------------------------------------------------------------------------------------------------------------------
(In thousands)                                                   Variance         Variance Attributed to
Nine Months Ended September 30,                                 2002/20011        Volume          Rate
--------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
Taxable investment securities                                   $    201        $ 3,075       $ (2,874)
Nontaxable investment securities2                                    396            352             44
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell                (1,972)          (606)        (1,366)
Loans2                                                            (7,071)           156         (7,227)
--------------------------------------------------------------------------------------------------------------------------
     Total interest income                                        (8,446)         2,977        (11,423)
--------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                                  (1,206)           382         (1,588)
Savings deposits                                                  (1,600)           186         (1,786)
Time deposits                                                     (2,910)         1,323         (4,233)
Federal funds purchased and securities sold under
   agreements to repurchase                                       (1,937)           (46)        (1,891)
Other borrowed funds                                                 721          1,038           (317)
--------------------------------------------------------------------------------------------------------------------------
     Total interest expense                                       (6,932)         2,883         (9,815)
--------------------------------------------------------------------------------------------------------------------------
Net interest income                                             $ (1,514)       $    94       $ (1,608)
--------------------------------------------------------------------------------------------------------------------------
Percentage change                                                  100.0%          (6.2)%         106.2%
--------------------------------------------------------------------------------------------------------------------------

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

Noninterest  income  was $12.6  million  for the first nine  months of 2002,  an
increase of $1.6 million or 15.0%  compared to the same period in 2001.  Service
charges and fees on  deposits,  the largest  component  of  noninterest  income,
increased $894 thousand or 18.0%  primarily due to the new overdraft  policy and
related NSF fee  structure  that is now fully in place at each of the  Company's
subsidiary  banks.  The  rapid  growth  in fees  resulting  from the  previously
discussed  overdraft  policy and  related  NSF  structure  is  expected  to slow
moderately  since it has been fully in place for a twelve  month  period.  Other
service charges,  commissions,  and fees decreased $105 thousand or 3.7% to $2.8
million  primarily due to a decrease in credit life insurance fees and custodial
safekeeping  fees from the  Commonwealth of Kentucky.  Trust fees decreased $157
thousand or 12.5% due  primarily to unusually  large  non-recurring  estate fees
collected during the same period in 2001. Net gains on the sale of available for
sale  investment  securities  totaled  $1.4  million in the current  period,  an
increase of $968 thousand compared to a year earlier.

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

Total  noninterest  expense  increased  $806  thousand or 3.1% and totaled $26.8
million for the first nine months of 2002.  Salaries and employee benefits,  the
largest component of noninterest expense, increased $509 thousand or 3.5% in the
nine-month  comparison.   Employee  benefits  increased  $400  thousand  due  to
increased  pension and health  insurance  expenses  while  salaries  and related
payroll taxes increased $353 thousand.  Noncash  compensation expense attributed
to stock option grants decreased $244 thousand. Occupancy expense, net of rental
income,  decreased  $12 thousand or 0.7% in the  comparison.  Equipment  expense
increased  $255 thousand or 10.5%  primarily due to an increase in  depreciation
and  maintenance  expense.  Bank  franchise  tax expense  and other  noninterest
expense were relatively unchanged at $7.3 million.

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

Income  tax  expense  for the  first  nine  months of 2002 was $3.6  million,  a
decrease  of $519  thousand or 12.6%  compared  to the same period in 2001.  The
effective  tax rate was 25.3% for the first nine  months of 2002,  a decrease of
225 basis points from the prior year.  The decrease in the effective tax rate is
due to a  combination  of factors,  including  the  following:  a  reduction  in
nondeductible goodwill  amortization;  tax-exempt investment securities averaged
$79.6 million, an increase of $7.1 million or 9.7% in the comparison; tax-exempt
municipal  loans averaged  $18.5 million,  an increase of $6.3 million or 51.3%;
and taxable  earning  assets  repriced to a lower interest rate at a faster pace
than tax-exempt earning assets in the declining  interest rate environment.  The
result is less taxable income in proportion to total income.

FINANCIAL CONDITION

Total  assets were $1.3  billion on  September  30,  2002,  an increase of $99.6
million or 8.4% from December 31, 2001.  Fluctuations in assets and deposits are
typical due to the  relationship  between the  Company's  principal  subsidiary,
Farmers Bank & Capital Trust Company and the  Commonwealth of Kentucky.  Farmers
Bank provides  various  services to state agencies of the  Commonwealth.  As the
depository  for the  Commonwealth,  these agencies issue checks drawn on Farmers
Bank,  including  paychecks  and state  income tax  refunds.  Farmers  Bank also
processes  vouchers of the WIC (Women,  Infants  and  Children)  program for the
Cabinet for Human Resources.  The Bank's investment department provides services
to the Teacher's  Retirement  systems.  As the depository for the  Commonwealth,
large  fluctuations  in  deposits  are likely to occur on a daily  basis.  On an
average basis, total assets were $1.2 billion for the first nine months of 2002,
an increase of $59.6 million or 5.2% from year-end 2001.  Average earning assets
were 89.8% of average  total  assets at  September  30,  2002, a decrease of 160
basis points compared to year-end 2001

LOANS
-----

Loans, net of unearned income,  totaled $720.3 million at September 30, 2002, an
increase of $18.5  million or 2.6% from  year-end  2001.  This increase in loans
outstanding  is  primarily  the result of an increase  in loans  secured by real
estate  totaling  $24.8  million  or 5.2% and  loans  to  states  and  political
subdivisions of $1.3 million or 8.6%.  Offsetting  these increases were declines
in lease financing of $3.9 million or 9.6%,  commercial and industrial  loans of
$3.8 million or 4.9%, and consumer lending of $800 thousand or 1.0%. Average net
loans for the nine-month period ended September 30, 2002 were $696.7 million,  a
decrease of $2.1  million or 0.3%  compared to the  year-end  2001  average.  On
average,  loans  represented  64.5% of earning  assets during the current period
compared to 66.9% for year-end  2001. As loan demand  fluctuates,  the available
funds  are  redirected  between  either  temporary   investments  or  investment
securities.

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

The  allowance  for loan losses was $11.6  million at  September  30,  2002,  an
increase of $1.1 million or 10.1% from the prior  year-end.  The  allowance  for
loan losses was 1.61% of loans net of unearned  income at September 30, 2002, an
increase of 11 basis points  compared to December 31, 2001.  The increase in the
allowance for loan losses is primarily attributed to the significant increase in
nonperforming  loans, as discussed below, and the related  estimated credit risk
within the loan  portfolio.  In  management's  opinion,  the  allowance for loan
losses is adequate to cover losses inherent in the loan portfolio. The provision
for loan losses increased $33 thousand in the current three-month comparison and
decreased $131 thousand in the nine-month period compared to the same periods in
2001. The Company had net  charge-offs of $277 thousand and $909 thousand in the
current three and nine month periods of 2002 compared to net charge-offs of $652
thousand  and  $1.7  million  in  the  same  periods  of  2001.  Annualized  net
charge-offs  represented  0.16% and 0.17% of average  net loans for the  current
three and nine-month periods, respectively,  compared to 0.31% at year-end 2001.
Management  continues to emphasize  collection  efforts and  evaluation of risks
within the loan portfolio.

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

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate owned,  and other  foreclosed  assets.  Nonperforming  loans  consists of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming assets totaled $21.6 million at
September  30,  2002,  an increase  of $15.3  million  from the prior  year-end.
Nonperforming  loans  totaled $21.2 million at September 30, 2002 an increase of
$16.0 million compared to year-end 2001.  Nonperforming loans as a percentage of
net loans were 2.94% at September 30, 2002  compared to 0.74% at year-end  2001.
The increase in nonperforming loans is primarily due to a $13.9 million increase
in loans on nonaccrual  status that totaled $17.5 million at September 30, 2002.
Loans on nonaccrual status include $15.3 million of constructions  loans secured
by residential real estate to a financially  troubled  builder.  The Company has
performed a detailed review of this credit and, under the information  currently
known by management,  believes no further  provisions for loan losses related to
this credit are  necessary.  Interest  income lost on this group of loans due to
their nonaccrual status totaled $207 thousand and $509 thousand during the three
and nine months ended September 30, 2002,  respectively.  The year to date total
includes $92 thousand accrued during the first quarter of 2002,  before the loan
was placed on  nonaccrual  status,  which was reversed in the second  quarter of
2002. It is currently estimated that a total of $210 thousand of interest income
will be lost in each subsequent  quarter related to this credit while it remains
on nonaccrual status.

Other real estate owned,  which had a balance of $715 thousand at year-end 2001,
decreased  $358  thousand or 50.1% and totaled $357  thousand on  September  30,
2002.

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

Temporary  investments  consist of interest  bearing  deposits with other banks,
federal funds sold,  and  securities  purchased  under  agreements to resell and
totaled  $111.6 million at September 30, 2002, an increase of $61.2 million from
year-end 2001.  Temporary  investments averaged $65.0 million for the first nine
months of 2002, a decrease of $17.8 million from year-end 2001. This decrease is
primarily a result of the  Company's net funding  position and the  relationship
between its principal  subsidiary and the  Commonwealth of Kentucky as described
in preceding sections of this report.  Temporary  investments are reallocated as
loan demand and other investment alternatives present the opportunity.

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

Investment  securities  were $293.9 million on September 30, 2002, a decrease of
$51.6  million  or 14.9%  from  year-end  2001.  Available  for sale and held to
maturity  securities  were  $263.6  million  and  $30.3  million,  respectively.
Investment securities averaged $318.4 million for the first nine months of 2002,
an  increase  of $55.2  million or 21.0% from  year-end  2001.  The  increase in
average investment securities is attributable to the Company's continued efforts
to manage  its net  interest  margin  during a period of  relatively  low market
interest rates and correlates with the increase in borrowed  funds.  The Company
had an  unrealized  gain on available  for sale  investment  securities  of $5.6
million at September 30, 2002 compared to $1.9 million at year-end 2001.

DEPOSITS
--------

Total  deposits were $986.4  million at September 30, 2002, an increase of $72.9
million or 8.0% from year-end 2001. Noninterest bearing deposits increased $79.1
million  or 58.2% in the  comparison.  This  increase  is  primarily  due to the
relationship  between the Company's principal subsidiary and the Commonwealth of
Kentucky as  described in preceding  sections of this  report.  Commonwealth  of
Kentucky  deposits  increased  $70.6  million on September  30, 2002 compared to
December 31, 2001. On average,  noninterest bearing deposits were $149.2 million
during the current  period,  an increase of $464 thousand or 0.3%. End of period
interest bearing deposit balances decreased $6.2 million or 0.8% compared to the
prior year end and are summarized as follows: interest bearing checking accounts
decreased  $8.4  million  to  $204.3  million;  money  market  deposit  accounts
decreased  $911 thousand to $103.0  million;  savings  accounts  decreased  $8.0
million to $58.4 million;  and time deposits  increased  $11.0 million to $406.0
million.  On average,  interest  bearing  deposits  were  $783.1  million in the
current  nine-month period, an increase of $35.7 million from year-end 2001. The
increase in average  interest  bearing  deposits is attributable to increases in
interest  bearing  demand  deposits of $16.2  million or 8.1%,  time deposits of
$17.7  million or 4.6%,  and money  market  deposit  accounts of $4.1 million or
4.06%.  Average savings deposits  decreased $2.4 million or 3.8%. Total deposits
averaged  $932.3  million,  an increase of $36.2  million or 4.0% from  year-end
2001.

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

Borrowed  funds  totaled  $157.9  million at September  30, 2002, an increase of
$20.4 million or 14.9% from year-end 2001. Increases in short-term borrowings of
$5.4 million  along with an increase in long-term  borrowings  of $15.0  million
account for the total increase in borrowed  funds.  Federal funds  purchased and
securities  sold under  agreements  to  repurchase,  the  largest  component  of
short-term  borrowings,  declined $1.2 million or 1.1% to $112.6 million.  Other
short-term  borrowings  increased  $6.6  million  mainly due to an  increase  in
borrowed  funds from the  Federal  Home Loan Bank  ("FHLB").  The $15.0  million
increase in long-term  borrowings is attributed to additional  advances from the
FHLB with varying interest rate terms and maturing within 10 years.  Recent FHLB
advances have been used to fund the purchase of additional investment securities
and to aid the efforts of asset and liability  management.  Total borrowed funds
averaged  $139.2  million,  an increase of $22.1  million or 18.9% from year-end
2001.

LIQUIDITY

The Parent  Company's  primary use of cash consists of dividend  payments to its
common shareholders,  purchases of its common stock, and other general operating
purposes.  Liquidity of the Parent Company  depends  primarily on the receipt of
dividends  from  its  subsidiary  banks  and  cash  balances  maintained.  As of
September 30, 2002 combined retained earnings of the subsidiary banks were $66.0
million,  of which $14.3  million was  available for the payment of dividends to
the  Parent  Company  without  obtaining  prior  approval  from bank  regulatory
agencies. As a practical matter,  payment of future dividends is also subject to
the maintenance of other capital ratio requirements.  Management expects that in
the  aggregate,  its  subsidiary  banks will continue to have the ability to pay
dividends in order to provide funds to the Parent  Company  during the remainder
of 2002  sufficient to meet its  liquidity  needs.  The Parent  Company had cash
balances of $12.1 million at September 30, 2002.

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

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

Liquid assets consist of cash, cash  equivalents,  and securities  available for
sale. At September 30, 2002, such assets totaled $505.9 million,  an increase of
$91.4  million or 22.1% from  year-end  2001.  The increase in liquid  assets is
attributed  to the overall  funding  position of the Company  combined  with the
current interest rate environment. Net cash provided by operating activities was
$13.7  million in the first nine months of 2002,  a decrease of $1.8  million or
11.7%  compared  to the same period last year.  Net cash  provided by  investing
activities  was $38.2  million,  an increase of $89.0 million due primarily to a
$134.9  million  increase  in  proceeds  from  sales,  maturities,  and calls of
available for sale investment  securities  offset by a $54.9 million increase in
purchases of available for sale investment securities. A decrease in loan volume
during the nine-month  periods  contributed  an additional  $10.4 million in the
comparison.  Net cash provided by financing activities was $84.1 million for the
period ended September 30, 2002. In the same period of the prior year, financing
activities used $30.3 million,  an increase of $114.4 million relating primarily
to deposit account activity.

CAPITAL RESOURCES

Shareholders'  equity was $127.8  million on September  30, 2002, an increase of
$4.2 million or 3.4% from  year-end  2001.  The Company  purchased  126 thousand
shares of its outstanding  common stock during the first nine months of 2002 for
a total cost of $4.3 million.

The Company  issued 62  thousand  shares of common  stock  during the first nine
months pursuant to its nonqualified stock option plan. Dividends of $6.4 million
or $.93 per share  were  declared  during  the  first  nine  months of 2002,  an
increase  of 3.3% per  share  compared  to the  prior  year.  Accumulated  other
comprehensive income, consisting of the unrealized holding gain on available for
sale  investment  securities  (net of tax)  increased $2.4 million from year-end
2001.

Consistent with the objective of operating a sound financial  organization,  the
Company's goal is to maintain  capital ratios well above the regulatory  minimum
requirements.  The  Company's  capital  ratios as of  September  30,  2002,  the
regulatory  minimums  and  the  regulatory  standard  for a  "well  capitalized"
institution are as follows:

                              Farmers Capital     Regulatory           Well
                             Bank Corporation      Minimum         Capitalized
-------------------------------------------------------------------------------
Tier 1 risk based                  15.89%            4.00%             6.00%
Total risk based                   17.14%            8.00%            10.00%
Leverage                           10.32%            4.00%             5.00%
-------------------------------------------------------------------------------

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the  applicable  minimum  regulatory  capital  ratio  requirements  at
September 30, 2002.

EFFECT OF IMPLEMENTING RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

SFAS No.  144  also  supersedes  the  accounting  and  reporting  provisions  of
Accounting   Principles   Board  Opinion  No.  30,   Reporting  the  Results  of
Operations--Reporting  the Effects of  Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business.  However, it retains the requirement in
Opinion No. 30 to report  separately  discontinued  operations  and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment,  or in a distribution to owners) or is classified as held for sale.
By  broadening  the  presentation  of  discontinued  operations  to include more
disposal  transactions,  the FASB has enhanced  management's  ability to provide
information  that helps  financial  statement  users to assess the  effects of a
disposal  transaction  on the ongoing  operations of an entity.  The adoption of
SFAS No. 144 did not have an effect on the consolidated  financial statements of
the Company.

In April 2002, the FASB issued SFAS No. 145,  RESCISSION OF FASB  STATEMENTS NO.
4, 44, AND 64,  AMENDMENT OF FASB  STATEMENT NO. 13, AND TECHNICAL  CORRECTIONS.
This Statement  rescinds FASB  Statement No. 4, REPORTING  GAINS AND LOSSES FROM
EXTINGUISHMENT  OF DEBT, and an amendment of that Statement,  FASB Statement No.
64,  EXTINGUISHMENTS  OF DEBT MADE TO SATISFY  SINKING-FUND  REQUIREMENTS.  This
Statement also rescinds FASB Statement No. 44,  ACCOUNTING FOR INTANGIBLE ASSETS
OF MOTOR CARRIERS.  This Statement amends FASB Statement No. 13,  ACCOUNTING FOR
LEASES,  to  eliminate an  inconsistency  between the  required  accounting  for
sale-leaseback  transactions  and the  required  accounting  for  certain  lease
modifications  that have  economic  effects  that are similar to  sale-leaseback
transactions.   This  Statement   also  amends  other   existing   authoritative
pronouncements  to make various  technical  corrections,  clarify  meanings,  or
describe their applicability  under changed  conditions.  The provisions of SFAS
No. 145  related to SFAS No. 4 and SFAS No. 13 are  effective  for fiscal  years
beginning and transactions occurring after May 15, 2002, respectively. All other
provisions of this Statement are effective for financial statements issued on or
after May 15, 2002.  Management  expects the adoption of this Statement will not
have a material effect on the Company's consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, ACCOUNTING FOR COSTS ASSOCIATED WITH
EXIT OR DISPOSAL ACTIVITIES.  This Statement requires that a liability for costs
associated  with an exit or disposal  activity to be  recognized  when  incurred
rather than at the date  commitment to an exit or disposal plan.  This Statement
replaces  EITF  94-3  and is to be  applied  prospectively  to exit or  disposal
activities initiated after December 31, 2002. Management expects the adoption of
this  Statement  will not have a material  effect on the Company's  consolidated
financial statements.

In October 2002 the FASB issued SFAS No. 147,  ACQUISITIONS OF CERTAIN FINANCIAL
INSTITUTIONS.   This  Statement  brings  all  business  combinations   involving
financial institutions, except mutuals, into the scope of SFAS No. 141, BUSINESS
COMBINATIONS.   SFAS  No.  147  requires  that  all  acquisitions  of  financial
institutions that meet the definition of a business,  including  acquisitions of
part of a financial institution that meet the definition of a business,  must be
accounted  for in  accordance  with  SFAS No.  141 and the  related  intangibles
accounted  for in  accordance  with SFAS No.  142.  SFAS No.  147  removes  such
acquisitions from the scope of SFAS No. 72, ACCOUNTING FOR CERTAIN  ACQUISITIONS
OF BANKING OR THRIFT INSTITUTIONS, which was adopted in February 1983 to address
financial   institutions   acquisitions  during  a  period  when  many  of  such
acquisitions involved "troubled" institutions. SFAS No. 147 also amends SFAS No.
144 to include in its scope long-term customer-relationship intangible assets of
financial  institutions.  SFAS No. 147 is generally  effective  immediately  and
provides  guidance with respect to  amortization  and  impairment of intangibles
recognized in connection with  acquisitions  previously within the scope of SFAS
No. 72. The adoption of this  Statement  will not have a material  effect on the
Company's consolidated financial statements.

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

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

At September 30, 2002, the model  indicated that if rates were to increase by 75
basis points  during the remainder of 2002,  net interest  income and net income
would remain  unchanged  compared to the  forecasted  amount for the year ending
December  31,  2002.  The model  indicated  that if rates were to decrease by 75
basis  points over the same  period,  net  interest  income and net income would
increase 0.04% and 0.07%, respectively, compared to the forecasted amount.

At September 30, 2002, the model  indicated that if rates were to increase by 75
basis points during the remainder of 2002 and then gradually  increase 200 basis
points during 2003, net interest  income and net income would increase 0.41% and
0.23% compared to the 2003 forecasted  amount. The model indicated that if rates
were to  decrease  by 75 basis  points  during  the  remainder  of 2002 and then
gradually  decrease 200 basis points  during 2003,  net interest  income and net
income would decrease 4.79% and 10.57%, respectively, compared to the forecasted
amount.

In the current low interest rate environment, it is not practical or possible to
reduce certain  deposit rates by the same magnitude as rates on earning  assets.
The average rate paid on some of the Company's  deposits are well below 2%. This
situation  magnifies the model's  predicted  results when modeling a decrease in
interest rates, as earning assets with higher yields have more of an opportunity
to reprice at lower rates than lower-rate deposits.

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

The Company's Chief Executive  Officer and Chief Financial Officer have reviewed
and evaluated the Company's disclosure controls and procedures within 90 days of
the filing of this report,  and have  concluded  that the  Company's  disclosure
controls and procedures  were adequate and effective to ensure that  information
required to be disclosed is recorded,  processed,  summarized, and reported in a
timely manner.

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

PART II - OTHER INFORMATION

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

In the case of Earl H. Shilling et al. v. Farmers Bank & Capital Trust  Company,
on May 10, 2002,  the Kentucky Court of Appeals  affirmed the Jefferson  Circuit
Court's judgment in favor of the Bank. The plaintiff  bondholders filed a motion
for  discretionary  review  to the  Supreme  Court  on June 7,  2002.  It is not
possible  at this  stage of the  proceedings  to make any  prediction  as to the
outcome,  however the Supreme Court must grant the plaintiff bondholders' motion
to review the appeal,  or the affirmed judgment in favor of the Bank will become
the final outcome of the case.

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
99.1      CEO Certification
99.2      CFO Certification

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

On November 4, 2002 the Registrant filed a report on Form 8-K pursuant to Item 4
of that Form. No financial statements were filed as part of that Form.
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:    Nov-6-02                   /s/ G. Anthony Busseni
     ---------------------------    --------------------------------------------
                                    G. Anthony Busseni,
                                    President and CEO
                                    (Principal Executive Officer)

Date:    11-6-02                    /s/ C. Douglas Carpenter
      --------------------------    --------------------------------------------
                                    C. Douglas Carpenter,
                                    Vice President, Secretary, and CFO
                                    (Principal Financial and Accounting Officer)
CERTIFICATIONS

I, G. Anthony Busseni, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Farmers Capital Bank
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

         Date:     Nov-6-02                         /s/ G. Anthony Busseni
              ------------------------------        ---------------------------
                                                     G. Anthony Busseni
                                                     President and CEO
I, C. Douglas Carpenter, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Farmers Capital Bank
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

         Date:     11-6-02                          /s/ C. Douglas Carpenter
              ------------------------------        -------------------------
                                                     C. Douglas Carpenter
                                                     Vice President, Secretary,
                                                     and CFO
Exhibit 11
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
                 ----------------------------------------------

--------------------------------------------------------------------------------
                                              Three Months         Nine Months
                                                 Ended                Ended
                                              September 30         September 30
(In thousands, except per share data)        2002      2001       2002     2001
--------------------------------------------------------------------------------

Net income, basic and diluted              $3,526    $3,030   $ 10,624  $ 10,832
--------------------------------------------------------------------------------

Average shares outstanding                  6,850     6,950      6,880     6,999
Effect of dilutive stock options               48        62         45        39
--------------------------------------------------------------------------------
Average diluted shares outstanding          6,898     7,012      6,925     7,038
--------------------------------------------------------------------------------

Net income per share, basic                $  .51    $  .44    $  1.54    $ 1.55
Net income per share, diluted                 .51       .43       1.53      1.54
--------------------------------------------------------------------------------
Exhibit 99.1

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------

I, G. Anthony Busseni, President and Chief Executive Officer of Farmers Capital
Bank Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, 18 U.S.C. Section 1350, that:

     1)   the  Quarterly  Report on Form 10-Q of the Company  for the  quarterly
          period ended September 30, 2002 (the "Report") fully complies with the
          requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934; and

     2)   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

Date:     Nov-6-02                           /s/ G. Anthony Busseni
     ---------------------------------       ---------------------------------
                                             G. Anthony Busseni
                                             President and CEO
Exhibit 99.2

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------

I, C. Douglas Carpenter, Vice President,  Secretary, and Chief Financial Officer
of Farmers  Capital Bank  Corporation,  certify,  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     1)   the  Quarterly  Report on Form 10-Q of the Company  for the  quarterly
          period ended September 30, 2002 (the "Report") fully complies with the
          requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
          of 1934; and

     2)   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

Date:      11-6-02                          /s/ C. Douglas Carpenter
      ----------------------------------    ----------------------------------
                                            C. Douglas Carpenter
                                            Vice President, Secretary, and CFO