UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       or

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

                         For the transition period from

                         ------------- to -------------

                         Commission File Number 0-14412

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

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


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

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

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

                        Yes [X]          No [ ]

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

                    Common stock, par value $0.125 per share
                  7,347,352 shares outstanding at May 10, 2000


<PAGE>
<TABLE>
<CAPTION>

                           TABLE OF TABLE OF CONTENTS

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

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

         Unaudited Consolidated Statements of Income -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          5

         Unaudited Consolidated Statements of Cash Flows -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          6

         Unaudited Consolidated Statements of Changes in Shareholders' Equity -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          7

         Notes to Consolidated Financial Statements                                     8

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

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk               14

Part II - Other Information

     Item 1 - Legal proceedings                                                        14

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


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

UNAUDITED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
                                                        March 31,   December 31,
(In thousands, except share data)                         2000           1999
--------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents:
    Cash and due from banks                              $69,356        $82,862
    Interest bearing deposits in other banks               1,595         11,594
    Federal funds sold and securities purchased
         under agreements to resell                       43,430         40,904
--------------------------------------------------------------------------------
         Total cash and cash equivalents                 114,381        135,360
--------------------------------------------------------------------------------
Investment securities:
    Available for sale                                   155,372        167,944
    Held to maturity                                      58,511         61,896
--------------------------------------------------------------------------------
         Total investment securities                     213,883        229,840
--------------------------------------------------------------------------------
Loans, net of unearned income                            657,440        643,190
Allowance for loan losses                                 (9,878)        (9,659)
--------------------------------------------------------------------------------
         Loans, net                                      647,562        633,531
--------------------------------------------------------------------------------
Premises and equipment, net                               24,167         24,409
Other assets                                              17,286         16,647
--------------------------------------------------------------------------------
         Total assets                                 $1,017,279     $1,039,787
--------------------------------------------------------------------------------
LIABILITIES
Deposits:
    Noninterest bearing                                 $136,732       $176,315
    Interest bearing                                     697,733        685,905
--------------------------------------------------------------------------------
         Total deposits                                  834,465        862,220
--------------------------------------------------------------------------------
Securities sold under agreements to repurchase            40,722         41,200
Other borrowed funds                                       7,313          4,439
Dividends payable                                          2,151          2,162
Other liabilities                                          6,858          4,660
--------------------------------------------------------------------------------
         Total liabilities                               891,509        914,681
--------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share;
    9,608,000 shares authorized; 7,407,429 and
    7,437,792 shares issued and outstanding at
    March 31, 2000 and December 31, 1999,
    respectively                                             926            930
Capital surplus                                           11,992         11,686
Retained earnings                                        115,265        114,431
Accumulated other comprehensive loss                      (2,413)        (1,941)
--------------------------------------------------------------------------------
         Total shareholders' equity                      125,770        125,106
--------------------------------------------------------------------------------
         Total liabilities and shareholders' equity   $1,017,279     $1,039,787
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.


<PAGE>


UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                               2000           1999
--------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans                               $14,414        $13,177
Interest on investment securities:
    Taxable                                                2,254          2,337
    Nontaxable                                               891            903
Interest on deposits in other banks                           24             28
Interest on federal funds sold and securities
    purchased under agreements to resell                     357            587
--------------------------------------------------------------------------------
       Total interest income                              17,940         17,032
--------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                       6,513          6,334
Interest on other borrowed funds                             568            508
--------------------------------------------------------------------------------
       Total interest expense                              7,081          6,842
--------------------------------------------------------------------------------
    Net interest income                                   10,859         10,190
--------------------------------------------------------------------------------
Provision for loan losses                                    260            194
--------------------------------------------------------------------------------
    Net interest income after provision
        for loan losses                                   10,599          9,996
--------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                       1,289          1,221
Other service charges, commissions, and fees                 950            989
Data processing income                                       315            323
Trust income                                                 362            320
Investment securities gains                                                   3
Gain (loss) on sale of loans                                   4             (5)
Other                                                        144             99
--------------------------------------------------------------------------------
       Total noninterest income                            3,064          2,950
--------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                             4,764          4,431
Occupancy expenses, net                                      560            559
Equipment expenses                                           675            736
Data processing expense                                       86            118
Bank franchise tax                                           285            252
Other                                                      1,912          1,973
--------------------------------------------------------------------------------
       Total noninterest expense                           8,282          8,069
--------------------------------------------------------------------------------
       Income before income taxes                          5,381          4,877
--------------------------------------------------------------------------------
Income tax expense                                         1,383          1,374
--------------------------------------------------------------------------------
Net income                                                $3,998         $3,503
--------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
    Basic and diluted                                       $.54           $.47
--------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                  7,422          7,514
    Diluted                                                7,423          7,514
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.


<PAGE>


UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
--------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                2000           1999
--------------------------------------------------------------------------------
NET INCOME                                                $3,998         $3,503
Other comprehensive loss:
    Unrealized holding loss on available for
      sale securities  arising during the
      period, net of tax of $243 and $181
      in 2000 and 1999, respectively                        (472)          (351)
    Reclassification adjustment for prior period
        unrealized gain recognized during current
        period, net of tax of $9 in 1999                                    (18)
--------------------------------------------------------------------------------
Other comprehensive loss                                    (472)          (369)
--------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                      $3,526         $3,134
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                   2000            1999
----------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                               $3,998          $3,503
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                            653             720
       Net amortization of securities premiums and discounts:
             Available for sale                                                (162)            (49)
             Held to maturity                                                    (1)             26
       Provision for loan losses                                                260             194
       Noncash compensation expense                                             244             231
       Mortgage loans originated for sale                                    (1,122)         (7,726)
       Proceeds from sale of mortgage loans                                     752           5,806
       Deferred income tax expense                                               25              55
       (Gain) loss on sale of mortgage loans                                     (4)              5
       Gain on sale of fixed assets                                              (2)
       Gain on sale of available for sale investment securities                                  (3)
       Decrease in accrued interest receivable                                  786             122
       Increase in other assets                                                (907)           (367)
       Increase (decrease) in accrued interest payable                          135             (30)
       Increase in other liabilities                                          1,637             795
----------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                                 6,292           3,282
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from maturity or call of investment securities:
       Available for sale                                                    36,654          78,426
       Held to maturity                                                       3,386           1,817
    Proceeds from sale of available for sale investment securities                            5,028
    Purchase of available for sale investment securities                    (24,636)        (78,177)
    Loans originated for investment, net of principal collected             (13,917)          5,516
    Purchase of premises and equipment                                         (284)           (934)
    Proceeds from sale of equipment                                               2
----------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                     1,205          11,676
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net decrease in deposits                                                (27,755)         (5,176)
    Dividends paid                                                           (2,162)         (2,113)
    Purchase of common stock                                                 (1,059)           (482)
    Stock options exercised                                                     104               7
    Net increase in other borrowed funds                                      2,396           7,107
----------------------------------------------------------------------------------------------------
    Net cash used in financing activities                                   (28,476)           (657)
----------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                        (20,979)         14,301
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                              135,360          91,834
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                 $114,381        $106,135
----------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
    Interest                                                                 $6,946          $6,872
    Income taxes                                                                                350
Cash dividend declared and unpaid                                             2,151           2,103
----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------
                                                                                             Accumulated           Total
(In thousands, except per share data)          Common Stock     Capital     Retained     Other Comprehensive    Shareholders'
Three months ended March 31, 2000 and 1999  Shares     Amount   Surplus     Earnings        Income (Loss)          Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>        <C>     <C>         <C>                 <C>              <C>
Balance at December 31, 1999                 7,438      $930    $11,686     $114,431            $(1,941)         $125,106
-----------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     3,998                                3,998
Other comprehensive loss                                                                           (472)             (472)
Cash dividends declared, $.29 per share                                       (2,151)                              (2,151)
Purchase of common stock                       (35)       (5)       (41)      (1,013)                              (1,059)
Stock options exercised                          4         1        103                                               104
Noncash compensation expense
  attributed to stock option grants                                 244                                               244
-----------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2000                    7,407      $926     $11,992    $115,265            $(2,413)         $125,770
-----------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                 7,520      $940     $10,520    $112,010               $369          $123,839
-----------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     3,503                                3,503
Other comprehensive loss                                                                           (369)             (369)
Cash dividends declared, $.28 per share                                       (2,103)                              (2,103)
Purchase of common stock                       (14)       (2)        (16)       (464)                                (482)
Stock options exercised                          1                     7                                                7
Noncash compensation expense
  attributed to stock option grants                                  231                                              231
-----------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1999                    7,507      $938     $10,742    $112,946                 $0          $124,626
-----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank Corporation (the "Company"),  a bank holding company, and its subsidiaries,
including its principal  subsidiary,  Farmers Bank & Capital Trust Co. ("Farmers
Bank").  All  significant  intercompany  transactions  and  accounts  have  been
eliminated in consolidation.  The Company's banking operations are considered by
management to be aggregated into one reportable operating segment.

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

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

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.

2.   RECLASSIFICATIONS

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


<PAGE>


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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

                    First Quarter 2000 vs. First Quarter 1999
                    -----------------------------------------

The Company  reported net income of $4.0  million or $.54 per diluted  share for
the first  quarter of 2000  compared  to net income of $3.5  million or $.47 per
diluted  share for the first  quarter  of 1999.  The  increase  in net income is
primarily  attributed to an increase in net interest  income of $669 thousand or
6.6%.

Return on average  assets was 1.61% for the first  quarter of 1999  compared  to
1.43%  reported  for the same  period in 1999.  The  increase  in the  return on
average assets is primarily the result of a 37 basis point increase in the yield
on earning assets.  The increase in yield on earning assets was partially offset
by a 10 basis point  increase in the cost of interest  bearing  liabilities.  An
increase  in the ratio of  average  nonearning  assets to average  total  assets
offset the increase in yield on earning  assets by an additional 7 basis points.
Return on average  equity was 12.86% for the first  quarter of 2000, an increase
from 11.47% during the same period of 1999.

Net Interest Income
-------------------

Net interest  income  totaled  $10.9  million for the first  quarter of 2000, an
increase  of $669  thousand  or 6.6%  compared  to $10.2  million  for the first
quarter of 1999.  Interest  income was $17.9  million  for the first  quarter of
2000,  which  represents  a $908  thousand or 5.3%  increase  compared to a year
earlier.  Interest  expense  totaled  $7.1 million for the current  quarter,  an
increase of $239 thousand or 3.5% compared to the previous year period.

Interest and fees on loans, the largest component of interest income,  increased
$1.2 million or 9.4% to $14.4 million in the quarterly comparison.  The increase
resulted  primarily  from a $48 million or 8.0% increase in average  loans.  The
average  rate earned on loans was  relatively  unchanged  at 8.95%.  Interest on
taxable  securities  decreased  $83 thousand or 3.6% and interest on  nontaxable
securities  decreased $12 thousand or 1.3%.  The decrease in interest  income on
both taxable and nontaxable  securities is primarily the result of a decrease in
the average  balances  outstanding  of $21.4 million for taxable  securities and
$6.6 million for  nontaxable  securities.  The decrease in average  outstandings
offset the effect of a 56 basis point  increase  in the  average  rate earned on
taxable securities and an increase of 38 basis points in the average rate earned
on nontaxable  securities.  Interest on short term  investments,  including time
deposits in other banks,  federal funds sold,  and  securities  purchased  under
agreements to resell totaled $381 thousand,  which represents a decrease of $234
thousand or 38.0%.  The decrease is primarily due to a $26.9 million decrease in
the  average  balance of these  investments,  which  offset an  increase  in the
average  rate  earned.  The  decrease  in the  average  balances  of  investment
securities and temporary  investments  was used primarily to fund increased loan
growth.

Interest expense on deposits increased $179 thousand or 2.8% due primarily to an
increase of $262  thousand  related to interest on interest  bearing  demand and
savings  deposits.  This increase  resulted from an increase in the average rate
paid on interest  bearing demand and savings  deposits in the amount of 12 basis
points and 35 basis points,  respectively.  The increase in interest  expense on
interest bearing demand and savings deposits offset a slight decline in interest
on time  deposits of $83 thousand due to a $9.5 million  decrease in the average
balance.  Interest expense on borrowed funds increased $60 thousand or 11.8% due
primarily to an increase in the average rate paid on short term borrowings of 44
basis points.

The net interest margin, on a tax equivalent  basis,  totaled 5.08%, an increase
of 28 basis  points  compared to the first  quarter of 1999.  The  increase  was
driven primarily by an increase in the average rates earned on earning assets of
37 basis points.  The spread between rates earned and paid for the first quarter
of 2000  increased 27 basis  points to 4.30%  compared to the same period a year
earlier.

Noninterest Income
------------------

Noninterest income increased $114 thousand or 3.9% to $3.1 million for the first
quarter of 2000.  Service charges and fees on deposits increased $68 thousand or
5.6%.  This  increase  was led by a $43  thousand or 7.5%  increase in overdraft
fees. Other service charges, commissions, and fees declined $39 thousand or 3.9%
and totaled  $950  thousand  in the  current  quarter.  This  decrease  resulted
primarily from reductions in credit card merchant discounts and origination fees
on loans  originated for sale. Data processing  income  decreased $8 thousand or
2.5% due primarily to a reduction in ATM  authorization  fees related to volume.
Trust fees increased $42 thousand or 13.1% to $362 thousand.  Other  noninterest
income  increased  $51 thousand in 2000 compared to 1999 due primarily to income
from Farmers  Fidelity  Insurance  Agency,  LLP  ("Farmers  Fidelity").  Farmers
Fidelity was established in the first quarter of 2000 as a joint venture for the
purpose of offering and delivery of property,  casualty,  selected life, health,
automobile and other  insurance  related  products.  Farmers  Capital  Insurance
Corporation,  a  subsidiary  of  Farmers  Bank,  has a 50%  interest  in Farmers
Fidelity.  An insurance  agency not otherwise  associated with the Company holds
the remaining 50% interest in Farmers Fidelity.

Noninterest Expense
-------------------

Total  noninterest  expenses  increased  $213  thousand  or 2.6%  from the first
quarter of 1999 to $8.3  million.  Salaries and employee  benefits,  the largest
component of noninterest expense,  increased $333 thousand or 7.5%. The increase
in salaries and employee benefits is primarily  attributed to an increase in the
number of full time  equivalent  employees,  which totaled 451 at March 31, 2000
compared  to 437 a year  earlier.  Occupancy  expense,  net  of  rental  income,
remained relatively unchanged at $560 thousand. Equipment expenses decreased $61
thousand  or 8.3% as a result of a decrease  in  depreciation.  Data  processing
expense decreased $32 thousand to $86 thousand, which is primarily attributed to
a decrease in credit card processing expense. Bank franchise taxes increased $33
thousand to $285 thousand.  Other noninterest expenses decreased $61 thousand or
3.2% to $1.9 million for the quarter ended March 31, 2000.

Income Taxes
------------

Income tax  expense  for the  quarter  ended  March 31,  2000 was $1.4  million,
unchanged  from the first quarter of 1999.  The first quarter 2000 effective tax
rate was 25.7%,  a decrease of 247 basis points from the first  quarter of 1999.
The decrease in the  effective  tax rate is primarily  the result of tax credits
from participation in low income housing projects.

FINANCIAL CONDITION

Total assets were $1.0 billion on March 31, 2000, a decrease of $22.5 million or
2.2% from  December  31,  1999.  Total  assets and  deposits are affected by the
relationship between Farmers Bank 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 for the WIC (Women,  Infants and  Children)  program for the
Cabinet for Human  Resources.  Farmers  Bank's  investment  department  provides
service to both the Kentucky Retirement and Teacher's Retirement Systems. As the
depository for the  Commonwealth,  large  fluctuations in deposits are likely to
occur on a daily basis.  Farmers Bank  received a  significant  deposit from the
Commonwealth at year end 1999.  Total assets averaged $994 million for the first
quarter of 2000, an increase of $4.8 million or less than 1% from year end 1999.

Loans
-----

Loans, net of unearned income, increased $14.3 million or 2.2% from December 31,
1999 to $657 million.  The increase in loans is attributed to a $13.5 million or
3.5% increase in real estate mortgage loans and a $5.9 million or 15.3% increase
in real estate  construction  loans.  These  increases  offset declines in other
lending  of $5.1  million  or  2.4%.  Average  loans,  net of  unearned  income,
increased  $30.4 million or 4.9%. On average,  loans  represented 73% of earning
assets  compared  to 69% at year  end  1999.  As  loan  demand  fluctuates,  the
available  funds  are  redirected   between  either  temporary   investments  or
investment securities.

Allowance for Loan Losses
-------------------------

The  allowance for loan losses was $9.9 million on March 31, 2000, a decrease of
$219 thousand from year end 1999.  The allowance for loan losses was 1.5% of net
loans at March 31, 2000 and December 31, 1999. The provision for loan losses was
$260 thousand for the current quarter,  an increase of $66 thousand  compared to
the same period in 1999. The Company recorded net charge-offs of $41 thousand in
the first  quarter of 2000  compared to $212  thousand  in the first  quarter of
1999.  Management  continues to emphasize  collection  efforts and evaluation of
risks within the portfolio.

Nonperforming Assets
--------------------

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate  owned,  and other  foreclosed  assets.  Nonperforming  loans  consist of
nonaccrual loans,  loans past due ninety days or more on which interest is still
accruing,  and restructured loans.  Nonperforming assets totaled $6.0 million on
March 31,  2000,  an increase of $291  thousand or 5.1% from year end 1999.  The
increase in  nonperforming  assets is primarily the result of a $152 thousand or
7.2% increase in loans past due 90 days or more and a $115 thousand  increase in
other  foreclosed  assets.  Nonperforming  assets to total equity increased from
4.6% at year  end  1999 to 4.8% at  March  31,  2000.  Nonperforming  loans as a
percentage of net loans remained unchanged at .76% compared to year end 1999.

Other  real  estate  owned  was $735  thousand  on March  31,  2000,  relatively
unchanged from year end 1999.

Temporary Investments
---------------------

Time deposits  with banks,  federal funds sold and  securities  purchased  under
agreements to resell averaged $24.4 million, a decrease of $6.5 million or 21.1%
from year end 1999.  The  decrease in temporary  investments  helped to fund the
increase in loan demand.

Investment Securities
---------------------

Investment  securities  were $214 million on March 31, 2000, a decrease of $16.0
million or 6.9% from year end 1999.  The decrease is primarily  attributable  to
decreases in the available for sale portfolio of $12.6 million.  Mortgage-backed
securities  and U.S.  Government  Agency  obligations  in the available for sale
portfolio  decreased  $9.1  million  and  $5.0  million,  respectively,  in  the
comparison  while  investment  in  equity  securities  increased  $2.6  million.
Investment  securities  averaged  $222 million for the first  quarter of 2000, a
decrease  $24.6 million or 10.0% from year end 1999.  The decrease in investment
securities  was  used to help  fund  loan  growth.  The net  unrealized  loss on
available  for  sale   investment   securities,   included  as  a  component  of
shareholders' equity, was $2.4 million on March 31, 2000.

Deposits
--------

Total  deposits  decreased  $27.8  million  or 3.2%,  from year end 1999 to $834
million.  Noninterest  bearing  deposits  decreased $39.6 million or 22.5% while
interest  bearing  deposits  increased  $11.8  million or 1.7%.  The decrease in
noninterest  bearing  deposits is primarily the result of increased  deposits at
year  end  1999  resulting  from  a  significant   deposit   received  from  the
Commonwealth  of  Kentucky  at year end.  Deposits  averaged  $820  million,  an
increase of $5.9 million or 1.0% from year end 1999.

Borrowed Funds
--------------

Borrowed funds totaled $48.0  million,  an increase of $2.4 million or 5.2% from
year end 1999.  The increase is due  primarily to an increase in borrowed  funds
from the Federal Home Loan Bank of  Cincinnati.  These funds are used to support
loan demand.  Borrowed  funds  averaged  $42.0  million for the first quarter of
2000, an increase of $733 thousand or 1.8%.

LIQUIDITY

The  liquidity  of the Parent  Company is  primarily  affected by the receipt of
dividends from its subsidiary  banks and cash balances  maintained.  As of March
31, 2000 combined  retained earnings of the subsidiary banks were $56.0 million,
of which $19.0  million was available for the payment of dividends to the Parent
Company without  obtaining prior approval from bank  regulatory  agencies.  As a
practical matter, payment of future dividends is also subject to the maintenance
of other capital ratio requirements. Management expects that in the aggregate

its  subsidiary  banks will  continue to have the  ability to dividend  adequate
funds to the Parent Company during the remainder of 2000. The Parent Company had
cash balances of $25.6 million on March 31, 2000.

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

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

Liquid  assets  consist  of  cash,  cash  equivalents,  and  available  for sale
investment  securities.  At March 31, 2000, such assets totaled $270 million,  a
decrease of $33.6  million  from year end 1999.  Net cash  provided by operating
activities  totaled $6.3 million for the first  quarter of 2000,  an increase of
$3.0 million  compared to the same quarter last year. This increase is primarily
due to a decrease in net mortgage  loans  originated for sale of $1.6 million in
the quarterly  comparison.  Net cash provided by investing  activities  was $1.2
million for the current quarter,  a decrease of $10.5 million.  This decrease is
primarily a result of a $19.4 increase in net loans  originated for  investment,
which was  partially  offset by a net  increase  in cash flows  from  securities
transactions  of $8.3 million.  Net cash used in financing  activities was $28.5
million for the period  ended March 31,  2000  compared to $657  thousand in the
same period in 1999.  The increase is primarily  attributed  to a $22.6  million
decrease  in net cash used  related to  deposits  for the first  quarter of 2000
compared to the first quarter of 1999.

CAPITAL RESOURCES

Shareholders'  equity was $126  million on March 31,  2000,  an increase of $664
thousand  from year end 1999.  The Company  purchased 35 thousand  shares of its
outstanding  common stock  during the first  quarter of 2000 for a total cost of
$1.1 million.  The Company  issued 4 thousand  shares of common stock during the
first quarter pursuant to its nonqualified employee stock option plan. Dividends
of $2.2  million or $.29 per share  were  declared  during the first  quarter of
2000.  This  represents  a per share  increase  of 2.7% on an  annualized  basis
compared to the twelve months ended December 31, 1999.

Consistent with the objective of operating a sound financial  organization,  the
Company's  goal  is  to  maintain  capital  ratios  well  above  the  regulatory
requirements.  The Company's capital ratios as of March 31, 2000, the regulatory
minimums and the regulatory standard for a "well capitalized" institution are as
follows:

                         Farmers Capital        Regulatory            Well
                        Bank Corporation          Minimum          Capitalized
--------------------------------------------------------------------------------
Tier 1 risk based             18.74%                4.00%              6.00%
Total risk based              19.99%                8.00%             10.00%
Leverage                      12.84%                4.00%              5.00%

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the applicable  minimum regulatory capital ratio requirements at March
31, 2000.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------

There have been no material  changes in the Company's  market risk from December
31, 1999.  For  information  regarding the Company's  market risk,  refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

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

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

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

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

Plaintiffs have filed appeals contending that the denial of class  certification
was  erroneous,  that the individual  plaintiffs  should not have been dismissed
from the lawsuit, that certain evidence was erroneously  excluded,  and that the
directed  verdict  regarding the  disgorgement  of legal fees and the commercial
bribery claims was erroneous.

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

As of March 31,  2000,  there were  various  other  pending  legal  actions  and
proceedings  against the Company  arising from the normal course of business and
in which claims for damages are  asserted.  Management,  after  discussion  with
legal  counsel,  believes  that these  actions  are  without  merit and that the
ultimate liability  resulting from these legal actions and proceedings,  if any,
will  not  have a  material  adverse  effect  upon  the  consolidated  financial
statements of the Company.

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

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

         11    Statement re computation of per share earnings

         27    Financial data schedule (for SEC use only)

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

         There were no reports on Form 8-K filed during the fiscal quarter.


<PAGE>


                                   SIGNATURES


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




Date:      5/11/00                  /s/ James H. Childers
      --------------------          --------------------------------------------
                                    James H. Childers
                                    Executive Vice President, Secretary and
                                    General Counsel

Date:      5/11/00                  /s/ C Douglas Carpenter
      --------------------          --------------------------------------------
                                    Cecil Douglas Carpenter
                                    Vice President and CFO (Principal Financial
                                    and Accounting Officer)

<PAGE>


                                   Exhibit 11
                 Statement re computation of per share earnings

-------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                2000          1999
-------------------------------------------------------------------------------

Net income, basic and diluted                            $ 3,998       $ 3,503
-------------------------------------------------------------------------------

Average shares outstanding - basic                         7,422         7,514
Effect of dilutive stock options                               1
-------------------------------------------------------------------------------
Average shares outstanding - diluted                       7,423         7,514
-------------------------------------------------------------------------------
Net income per common share, basic and diluted           $  0.54        $ 0.47
-------------------------------------------------------------------------------


<PAGE>
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                       or

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

                         For the transition period from

                         ------------- to -------------

                         Commission File Number 0-14412

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

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

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

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

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

                        Yes [X]          No [ ]

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

                    Common stock, par value $0.125 per share
                  7,347,352 shares outstanding at May 10, 2000
TABLE OF TABLE OF CONTENTS

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

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

         Unaudited Consolidated Statements of Income -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          5

         Unaudited Consolidated Statements of Cash Flows -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          6

         Unaudited Consolidated Statements of Changes in Shareholders' Equity -
             For the Three Months Ended
             March 31, 2000 and March 31, 1999                                          7

         Notes to Consolidated Financial Statements                                     8

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

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk               14

Part II - Other Information

     Item 1 - Legal proceedings                                                        14

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

Item 1. Financial Statements

UNAUDITED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
                                                        March 31,   December 31,
(In thousands, except share data)                         2000           1999
--------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents:
    Cash and due from banks                              $69,356        $82,862
    Interest bearing deposits in other banks               1,595         11,594
    Federal funds sold and securities purchased
         under agreements to resell                       43,430         40,904
--------------------------------------------------------------------------------
         Total cash and cash equivalents                 114,381        135,360
--------------------------------------------------------------------------------
Investment securities:
    Available for sale                                   155,372        167,944
    Held to maturity                                      58,511         61,896
--------------------------------------------------------------------------------
         Total investment securities                     213,883        229,840
--------------------------------------------------------------------------------
Loans, net of unearned income                            657,440        643,190
Allowance for loan losses                                 (9,878)        (9,659)
--------------------------------------------------------------------------------
         Loans, net                                      647,562        633,531
--------------------------------------------------------------------------------
Premises and equipment, net                               24,167         24,409
Other assets                                              17,286         16,647
--------------------------------------------------------------------------------
         Total assets                                 $1,017,279     $1,039,787
--------------------------------------------------------------------------------
LIABILITIES
Deposits:
    Noninterest bearing                                 $136,732       $176,315
    Interest bearing                                     697,733        685,905
--------------------------------------------------------------------------------
         Total deposits                                  834,465        862,220
--------------------------------------------------------------------------------
Securities sold under agreements to repurchase            40,722         41,200
Other borrowed funds                                       7,313          4,439
Dividends payable                                          2,151          2,162
Other liabilities                                          6,858          4,660
--------------------------------------------------------------------------------
         Total liabilities                               891,509        914,681
--------------------------------------------------------------------------------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Common stock, par value $0.125 per share;
    9,608,000 shares authorized; 7,407,429 and
    7,437,792 shares issued and outstanding at
    March 31, 2000 and December 31, 1999,
    respectively                                             926            930
Capital surplus                                           11,992         11,686
Retained earnings                                        115,265        114,431
Accumulated other comprehensive loss                      (2,413)        (1,941)
--------------------------------------------------------------------------------
         Total shareholders' equity                      125,770        125,106
--------------------------------------------------------------------------------
         Total liabilities and shareholders' equity   $1,017,279     $1,039,787
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                               2000           1999
--------------------------------------------------------------------------------
INTEREST INCOME
Interest and fees on loans                               $14,414        $13,177
Interest on investment securities:
    Taxable                                                2,254          2,337
    Nontaxable                                               891            903
Interest on deposits in other banks                           24             28
Interest on federal funds sold and securities
    purchased under agreements to resell                     357            587
--------------------------------------------------------------------------------
       Total interest income                              17,940         17,032
--------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                       6,513          6,334
Interest on other borrowed funds                             568            508
--------------------------------------------------------------------------------
       Total interest expense                              7,081          6,842
--------------------------------------------------------------------------------
    Net interest income                                   10,859         10,190
--------------------------------------------------------------------------------
Provision for loan losses                                    260            194
--------------------------------------------------------------------------------
    Net interest income after provision
        for loan losses                                   10,599          9,996
--------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                       1,289          1,221
Other service charges, commissions, and fees                 950            989
Data processing income                                       315            323
Trust income                                                 362            320
Investment securities gains                                                   3
Gain (loss) on sale of loans                                   4             (5)
Other                                                        144             99
--------------------------------------------------------------------------------
       Total noninterest income                            3,064          2,950
--------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                             4,764          4,431
Occupancy expenses, net                                      560            559
Equipment expenses                                           675            736
Data processing expense                                       86            118
Bank franchise tax                                           285            252
Other                                                      1,912          1,973
--------------------------------------------------------------------------------
       Total noninterest expense                           8,282          8,069
--------------------------------------------------------------------------------
       Income before income taxes                          5,381          4,877
--------------------------------------------------------------------------------
Income tax expense                                         1,383          1,374
--------------------------------------------------------------------------------
Net income                                                $3,998         $3,503
--------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
    Basic and diluted                                       $.54           $.47
--------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic                                                  7,422          7,514
    Diluted                                                7,423          7,514
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
--------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                2000           1999
--------------------------------------------------------------------------------
NET INCOME                                                $3,998         $3,503
Other comprehensive loss:
    Unrealized holding loss on available for
      sale securities  arising during the
      period, net of tax of $243 and $181
      in 2000 and 1999, respectively                        (472)          (351)
    Reclassification adjustment for prior period
        unrealized gain recognized during current
        period, net of tax of $9 in 1999                                    (18)
--------------------------------------------------------------------------------
Other comprehensive loss                                    (472)          (369)
--------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                      $3,526         $3,134
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                   2000            1999
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                               $3,998          $3,503
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                            653             720
       Net amortization of securities premiums and discounts:
             Available for sale                                                (162)            (49)
             Held to maturity                                                    (1)             26
       Provision for loan losses                                                260             194
       Noncash compensation expense                                             244             231
       Mortgage loans originated for sale                                    (1,122)         (7,726)
       Proceeds from sale of mortgage loans                                     752           5,806
       Deferred income tax expense                                               25              55
       (Gain) loss on sale of mortgage loans                                     (4)              5
       Gain on sale of fixed assets                                              (2)
       Gain on sale of available for sale investment securities                                  (3)
       Decrease in accrued interest receivable                                  786             122
       Increase in other assets                                                (907)           (367)
       Increase (decrease) in accrued interest payable                          135             (30)
       Increase in other liabilities                                          1,637             795
----------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                                 6,292           3,282
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from maturity or call of investment securities:
       Available for sale                                                    36,654          78,426
       Held to maturity                                                       3,386           1,817
    Proceeds from sale of available for sale investment securities                            5,028
    Purchase of available for sale investment securities                    (24,636)        (78,177)
    Loans originated for investment, net of principal collected             (13,917)          5,516
    Purchase of premises and equipment                                         (284)           (934)
    Proceeds from sale of equipment                                               2
----------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                     1,205          11,676
----------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Net decrease in deposits                                                (27,755)         (5,176)
    Dividends paid                                                           (2,162)         (2,113)
    Purchase of common stock                                                 (1,059)           (482)
    Stock options exercised                                                     104               7
    Net increase in other borrowed funds                                      2,396           7,107
----------------------------------------------------------------------------------------------------
    Net cash used in financing activities                                   (28,476)           (657)
----------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                        (20,979)         14,301
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                              135,360          91,834
----------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                 $114,381        $106,135
----------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
    Interest                                                                 $6,946          $6,872
    Income taxes                                                                                350
Cash dividend declared and unpaid                                             2,151           2,103
----------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------
                                                                                             Accumulated           Total
(In thousands, except per share data)          Common Stock     Capital     Retained     Other Comprehensive    Shareholders'
Three months ended March 31, 2000 and 1999  Shares     Amount   Surplus     Earnings        Income (Loss)          Equity
-----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                 7,438      $930    $11,686     $114,431            $(1,941)         $125,106
-----------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     3,998                                3,998
Other comprehensive loss                                                                           (472)             (472)
Cash dividends declared, $.29 per share                                       (2,151)                              (2,151)
Purchase of common stock                       (35)       (5)       (41)      (1,013)                              (1,059)
Stock options exercised                          4         1        103                                               104
Noncash compensation expense
  attributed to stock option grants                                 244                                               244
-----------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 2000                    7,407      $926     $11,992    $115,265            $(2,413)         $125,770
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                 7,520      $940     $10,520    $112,010               $369          $123,839
-----------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     3,503                                3,503
Other comprehensive loss                                                                           (369)             (369)
Cash dividends declared, $.28 per share                                       (2,103)                              (2,103)
Purchase of common stock                       (14)       (2)        (16)       (464)                                (482)
Stock options exercised                          1                     7                                                7
Noncash compensation expense
  attributed to stock option grants                                  231                                              231
-----------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1999                    7,507      $938     $10,742    $112,946                 $0          $124,626
-----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank Corporation (the "Company"),  a bank holding company, and its subsidiaries,
including its principal  subsidiary,  Farmers Bank & Capital Trust Co. ("Farmers
Bank").  All  significant  intercompany  transactions  and  accounts  have  been
eliminated in consolidation.  The Company's banking operations are considered by
management to be aggregated into one reportable operating segment.

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

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

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.

2.   RECLASSIFICATIONS

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

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

                    First Quarter 2000 vs. First Quarter 1999
                    -----------------------------------------

The Company  reported net income of $4.0  million or $.54 per diluted  share for
the first  quarter of 2000  compared  to net income of $3.5  million or $.47 per
diluted  share for the first  quarter  of 1999.  The  increase  in net income is
primarily  attributed to an increase in net interest  income of $669 thousand or
6.6%.

Return on average  assets was 1.61% for the first  quarter of 1999  compared  to
1.43%  reported  for the same  period in 1999.  The  increase  in the  return on
average assets is primarily the result of a 37 basis point increase in the yield
on earning assets.  The increase in yield on earning assets was partially offset
by a 10 basis point  increase in the cost of interest  bearing  liabilities.  An
increase  in the ratio of  average  nonearning  assets to average  total  assets
offset the increase in yield on earning  assets by an additional 7 basis points.
Return on average  equity was 12.86% for the first  quarter of 2000, an increase
from 11.47% during the same period of 1999.

Net Interest Income
-------------------

Net interest  income  totaled  $10.9  million for the first  quarter of 2000, an
increase  of $669  thousand  or 6.6%  compared  to $10.2  million  for the first
quarter of 1999.  Interest  income was $17.9  million  for the first  quarter of
2000,  which  represents  a $908  thousand or 5.3%  increase  compared to a year
earlier.  Interest  expense  totaled  $7.1 million for the current  quarter,  an
increase of $239 thousand or 3.5% compared to the previous year period.

Interest and fees on loans, the largest component of interest income,  increased
$1.2 million or 9.4% to $14.4 million in the quarterly comparison.  The increase
resulted  primarily  from a $48 million or 8.0% increase in average  loans.  The
average  rate earned on loans was  relatively  unchanged  at 8.95%.  Interest on
taxable  securities  decreased  $83 thousand or 3.6% and interest on  nontaxable
securities  decreased $12 thousand or 1.3%.  The decrease in interest  income on
both taxable and nontaxable  securities is primarily the result of a decrease in
the average  balances  outstanding  of $21.4 million for taxable  securities and
$6.6 million for  nontaxable  securities.  The decrease in average  outstandings
offset the effect of a 56 basis point  increase  in the  average  rate earned on
taxable securities and an increase of 38 basis points in the average rate earned
on nontaxable  securities.  Interest on short term  investments,  including time
deposits in other banks,  federal funds sold,  and  securities  purchased  under
agreements to resell totaled $381 thousand,  which represents a decrease of $234
thousand or 38.0%.  The decrease is primarily due to a $26.9 million decrease in
the  average  balance of these  investments,  which  offset an  increase  in the
average  rate  earned.  The  decrease  in the  average  balances  of  investment
securities and temporary  investments  was used primarily to fund increased loan
growth.

Interest expense on deposits increased $179 thousand or 2.8% due primarily to an
increase of $262  thousand  related to interest on interest  bearing  demand and
savings  deposits.  This increase  resulted from an increase in the average rate
paid on interest  bearing demand and savings  deposits in the amount of 12 basis
points and 35 basis points,  respectively.  The increase in interest  expense on
interest bearing demand and savings deposits offset a slight decline in interest
on time  deposits of $83 thousand due to a $9.5 million  decrease in the average
balance.  Interest expense on borrowed funds increased $60 thousand or 11.8% due
primarily to an increase in the average rate paid on short term borrowings of 44
basis points.

The net interest margin, on a tax equivalent  basis,  totaled 5.08%, an increase
of 28 basis  points  compared to the first  quarter of 1999.  The  increase  was
driven primarily by an increase in the average rates earned on earning assets of
37 basis points.  The spread between rates earned and paid for the first quarter
of 2000  increased 27 basis  points to 4.30%  compared to the same period a year
earlier.

Noninterest Income
------------------

Noninterest income increased $114 thousand or 3.9% to $3.1 million for the first
quarter of 2000.  Service charges and fees on deposits increased $68 thousand or
5.6%.  This  increase  was led by a $43  thousand or 7.5%  increase in overdraft
fees. Other service charges, commissions, and fees declined $39 thousand or 3.9%
and totaled  $950  thousand  in the  current  quarter.  This  decrease  resulted
primarily from reductions in credit card merchant discounts and origination fees
on loans  originated for sale. Data processing  income  decreased $8 thousand or
2.5% due primarily to a reduction in ATM  authorization  fees related to volume.
Trust fees increased $42 thousand or 13.1% to $362 thousand.  Other  noninterest
income  increased  $51 thousand in 2000 compared to 1999 due primarily to income
from Farmers  Fidelity  Insurance  Agency,  LLP  ("Farmers  Fidelity").  Farmers
Fidelity was established in the first quarter of 2000 as a joint venture for the
purpose of offering and delivery of property,  casualty,  selected life, health,
automobile and other  insurance  related  products.  Farmers  Capital  Insurance
Corporation,  a  subsidiary  of  Farmers  Bank,  has a 50%  interest  in Farmers
Fidelity.  An insurance  agency not otherwise  associated with the Company holds
the remaining 50% interest in Farmers Fidelity.

Noninterest Expense
-------------------

Total  noninterest  expenses  increased  $213  thousand  or 2.6%  from the first
quarter of 1999 to $8.3  million.  Salaries and employee  benefits,  the largest
component of noninterest expense,  increased $333 thousand or 7.5%. The increase
in salaries and employee benefits is primarily  attributed to an increase in the
number of full time  equivalent  employees,  which totaled 451 at March 31, 2000
compared  to 437 a year  earlier.  Occupancy  expense,  net  of  rental  income,
remained relatively unchanged at $560 thousand. Equipment expenses decreased $61
thousand  or 8.3% as a result of a decrease  in  depreciation.  Data  processing
expense decreased $32 thousand to $86 thousand, which is primarily attributed to
a decrease in credit card processing expense. Bank franchise taxes increased $33
thousand to $285 thousand.  Other noninterest expenses decreased $61 thousand or
3.2% to $1.9 million for the quarter ended March 31, 2000.

Income Taxes
------------

Income tax  expense  for the  quarter  ended  March 31,  2000 was $1.4  million,
unchanged  from the first quarter of 1999.  The first quarter 2000 effective tax
rate was 25.7%,  a decrease of 247 basis points from the first  quarter of 1999.
The decrease in the  effective  tax rate is primarily  the result of tax credits
from participation in low income housing projects.

FINANCIAL CONDITION

Total assets were $1.0 billion on March 31, 2000, a decrease of $22.5 million or
2.2% from  December  31,  1999.  Total  assets and  deposits are affected by the
relationship between Farmers Bank 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 for the WIC (Women,  Infants and  Children)  program for the
Cabinet for Human  Resources.  Farmers  Bank's  investment  department  provides
service to both the Kentucky Retirement and Teacher's Retirement Systems. As the
depository for the  Commonwealth,  large  fluctuations in deposits are likely to
occur on a daily basis.  Farmers Bank  received a  significant  deposit from the
Commonwealth at year end 1999.  Total assets averaged $994 million for the first
quarter of 2000, an increase of $4.8 million or less than 1% from year end 1999.

Loans
-----

Loans, net of unearned income, increased $14.3 million or 2.2% from December 31,
1999 to $657 million.  The increase in loans is attributed to a $13.5 million or
3.5% increase in real estate mortgage loans and a $5.9 million or 15.3% increase
in real estate  construction  loans.  These  increases  offset declines in other
lending  of $5.1  million  or  2.4%.  Average  loans,  net of  unearned  income,
increased  $30.4 million or 4.9%. On average,  loans  represented 73% of earning
assets  compared  to 69% at year  end  1999.  As  loan  demand  fluctuates,  the
available  funds  are  redirected   between  either  temporary   investments  or
investment securities.

Allowance for Loan Losses
-------------------------

The  allowance for loan losses was $9.9 million on March 31, 2000, a decrease of
$219 thousand from year end 1999.  The allowance for loan losses was 1.5% of net
loans at March 31, 2000 and December 31, 1999. The provision for loan losses was
$260 thousand for the current quarter,  an increase of $66 thousand  compared to
the same period in 1999. The Company recorded net charge-offs of $41 thousand in
the first  quarter of 2000  compared to $212  thousand  in the first  quarter of
1999.  Management  continues to emphasize  collection  efforts and evaluation of
risks within the portfolio.

Nonperforming Assets
--------------------

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate  owned,  and other  foreclosed  assets.  Nonperforming  loans  consist of
nonaccrual loans,  loans past due ninety days or more on which interest is still
accruing,  and restructured loans.  Nonperforming assets totaled $6.0 million on
March 31,  2000,  an increase of $291  thousand or 5.1% from year end 1999.  The
increase in  nonperforming  assets is primarily the result of a $152 thousand or
7.2% increase in loans past due 90 days or more and a $115 thousand  increase in
other  foreclosed  assets.  Nonperforming  assets to total equity increased from
4.6% at year  end  1999 to 4.8% at  March  31,  2000.  Nonperforming  loans as a
percentage of net loans remained unchanged at .76% compared to year end 1999.

Other  real  estate  owned  was $735  thousand  on March  31,  2000,  relatively
unchanged from year end 1999.

Temporary Investments
---------------------

Time deposits  with banks,  federal funds sold and  securities  purchased  under
agreements to resell averaged $24.4 million, a decrease of $6.5 million or 21.1%
from year end 1999.  The  decrease in temporary  investments  helped to fund the
increase in loan demand.

Investment Securities
---------------------

Investment  securities  were $214 million on March 31, 2000, a decrease of $16.0
million or 6.9% from year end 1999.  The decrease is primarily  attributable  to
decreases in the available for sale portfolio of $12.6 million.  Mortgage-backed
securities  and U.S.  Government  Agency  obligations  in the available for sale
portfolio  decreased  $9.1  million  and  $5.0  million,  respectively,  in  the
comparison  while  investment  in  equity  securities  increased  $2.6  million.
Investment  securities  averaged  $222 million for the first  quarter of 2000, a
decrease  $24.6 million or 10.0% from year end 1999.  The decrease in investment
securities  was  used to help  fund  loan  growth.  The net  unrealized  loss on
available  for  sale   investment   securities,   included  as  a  component  of
shareholders' equity, was $2.4 million on March 31, 2000.

Deposits
--------

Total  deposits  decreased  $27.8  million  or 3.2%,  from year end 1999 to $834
million.  Noninterest  bearing  deposits  decreased $39.6 million or 22.5% while
interest  bearing  deposits  increased  $11.8  million or 1.7%.  The decrease in
noninterest  bearing  deposits is primarily the result of increased  deposits at
year  end  1999  resulting  from  a  significant   deposit   received  from  the
Commonwealth  of  Kentucky  at year end.  Deposits  averaged  $820  million,  an
increase of $5.9 million or 1.0% from year end 1999.

Borrowed Funds
--------------

Borrowed funds totaled $48.0  million,  an increase of $2.4 million or 5.2% from
year end 1999.  The increase is due  primarily to an increase in borrowed  funds
from the Federal Home Loan Bank of  Cincinnati.  These funds are used to support
loan demand.  Borrowed  funds  averaged  $42.0  million for the first quarter of
2000, an increase of $733 thousand or 1.8%.

LIQUIDITY

The  liquidity  of the Parent  Company is  primarily  affected by the receipt of
dividends from its subsidiary  banks and cash balances  maintained.  As of March
31, 2000 combined  retained earnings of the subsidiary banks were $56.0 million,
of which $19.0  million was available for the payment of dividends to the Parent
Company without  obtaining prior approval from bank  regulatory  agencies.  As a
practical matter, payment of future dividends is also subject to the maintenance
of other capital ratio requirements. Management expects that in the aggregate

its  subsidiary  banks will  continue to have the  ability to dividend  adequate
funds to the Parent Company during the remainder of 2000. The Parent Company had
cash balances of $25.6 million on March 31, 2000.

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

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

Liquid  assets  consist  of  cash,  cash  equivalents,  and  available  for sale
investment  securities.  At March 31, 2000, such assets totaled $270 million,  a
decrease of $33.6  million  from year end 1999.  Net cash  provided by operating
activities  totaled $6.3 million for the first  quarter of 2000,  an increase of
$3.0 million  compared to the same quarter last year. This increase is primarily
due to a decrease in net mortgage  loans  originated for sale of $1.6 million in
the quarterly  comparison.  Net cash provided by investing  activities  was $1.2
million for the current quarter,  a decrease of $10.5 million.  This decrease is
primarily a result of a $19.4 increase in net loans  originated for  investment,
which was  partially  offset by a net  increase  in cash flows  from  securities
transactions  of $8.3 million.  Net cash used in financing  activities was $28.5
million for the period  ended March 31,  2000  compared to $657  thousand in the
same period in 1999.  The increase is primarily  attributed  to a $22.6  million
decrease  in net cash used  related to  deposits  for the first  quarter of 2000
compared to the first quarter of 1999.

CAPITAL RESOURCES

Shareholders'  equity was $126  million on March 31,  2000,  an increase of $664
thousand  from year end 1999.  The Company  purchased 35 thousand  shares of its
outstanding  common stock  during the first  quarter of 2000 for a total cost of
$1.1 million.  The Company  issued 4 thousand  shares of common stock during the
first quarter pursuant to its nonqualified employee stock option plan. Dividends
of $2.2  million or $.29 per share  were  declared  during the first  quarter of
2000.  This  represents  a per share  increase  of 2.7% on an  annualized  basis
compared to the twelve months ended December 31, 1999.

Consistent with the objective of operating a sound financial  organization,  the
Company's  goal  is  to  maintain  capital  ratios  well  above  the  regulatory
requirements.  The Company's capital ratios as of March 31, 2000, the regulatory
minimums and the regulatory standard for a "well capitalized" institution are as
follows:

                         Farmers Capital        Regulatory            Well
                        Bank Corporation          Minimum          Capitalized
--------------------------------------------------------------------------------
Tier 1 risk based             18.74%                4.00%              6.00%
Total risk based              19.99%                8.00%             10.00%
Leverage                      12.84%                4.00%              5.00%

The capital ratios of all the subsidiary  banks, on an individual basis, were in
excess of the applicable  minimum regulatory capital ratio requirements at March
31, 2000.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------

There have been no material  changes in the Company's  market risk from December
31, 1999.  For  information  regarding the Company's  market risk,  refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 1999.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
--------------------------

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

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

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

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

Plaintiffs have filed appeals contending that the denial of class  certification
was  erroneous,  that the individual  plaintiffs  should not have been dismissed
from the lawsuit, that certain evidence was erroneously  excluded,  and that the
directed  verdict  regarding the  disgorgement  of legal fees and the commercial
bribery claims was erroneous.

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

As of March 31,  2000,  there were  various  other  pending  legal  actions  and
proceedings  against the Company  arising from the normal course of business and
in which claims for damages are  asserted.  Management,  after  discussion  with
legal  counsel,  believes  that these  actions  are  without  merit and that the
ultimate liability  resulting from these legal actions and proceedings,  if any,
will  not  have a  material  adverse  effect  upon  the  consolidated  financial
statements of the Company.

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

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

         11    Statement re computation of per share earnings

         27    Financial data schedule (for SEC use only)

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

         There were no reports on Form 8-K filed during the fiscal quarter.
SIGNATURES

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

Date:      5/11/00                  /s/ James H. Childers
      --------------------          --------------------------------------------
                                    James H. Childers
                                    Executive Vice President, Secretary and
                                    General Counsel

Date:      5/11/00                  /s/ C Douglas Carpenter
      --------------------          --------------------------------------------
                                    Cecil Douglas Carpenter
                                    Vice President and CFO (Principal Financial
                                    and Accounting Officer)
Exhibit 11
                 Statement re computation of per share earnings

-------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                2000          1999
-------------------------------------------------------------------------------

Net income, basic and diluted                            $ 3,998       $ 3,503
-------------------------------------------------------------------------------

Average shares outstanding - basic                         7,422         7,514
Effect of dilutive stock options                               1
-------------------------------------------------------------------------------
Average shares outstanding - diluted                       7,423         7,514
-------------------------------------------------------------------------------
Net income per common share, basic and diluted           $  0.54        $ 0.47
-------------------------------------------------------------------------------