As filed with the Securities and
Exchange Commission on November 23, 1999    Registration No. 333-
                                                                 ---------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                             REPUBLIC BANCORP, INC.
             (Exact name of registrant as specified in its charter)

             Kentucky                                                61-0862051
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)


                             601 West Market Street
                           Louisville, Kentucky 40202
                    (Address of Principal Executive Offices)

                              1997 Director Options
                  Republic Bancorp, Inc. 1995 Stock Option Plan
                            (Full Title of the Plans)

                                                                  Copy to:
Michael Ringswald, General Counsel                        Cynthia W. Young, Esq.
Republic Bancorp, Inc.                                    Wyatt, Tarrant & Combs
601 West Market Street                                     2800 Citizens Plaza
Louisville, Kentucky  40202                           Louisville, Kentucky 40202

                     (Name and address of agent for service)

                                 (502) 584-3600
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------

            Title of                       Amount             Proposed maximum       Proposed maximum         Amount of
           securities                      To be               offering price       aggregate offering       Registration
        to be registered                 Registered              per share(1)               price1                 fee
------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>                          <C>                <C>                      <C>
Class A Common Stock,                   2,135,000(2) shares          $8.5625            $16,518,156.25           $4,592.05
no par value
Class B Common Stock,                     194,500(2) shares          $8.5625             $1,665,406.25            $ 462.98
no par value
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1 Estimated solely for the purpose of computing the registration fee pursuant to
Rule  457(c) and (h) based on [1] the  average of the high and low prices of the
Class A Common  Stock on the Nasdaq  National  Market  System as of November 18,
1999 ($8-3/4 and $8-3/8), with respect to the 1,902,500 shares of Class A Common
Stock and 194,500  shares of Class B Common Stock  issuable under the 1995 Stock
Option Plan, and [2] the actual exercise price ($6.00 per share) with respect to
the  38,000  shares of Class A Common  Stock  issuable  under the 1997  Director
Options.  The Class B Common Stock is convertible,  on a one-to-one  basis, into
Class A Common Stock and, since it has no established trading market, is assumed
to have  the  same  price  as the  Class A Common  Stock,  for  purposes  of the
calculation.  In accordance with Rule 457(i), no amount is shown with respect to
the 194,500 shares of Class A Common Stock issuable upon conversion of the Class
B Common Stock, which are also being registered hereby.

2 Includes  1,902,500 shares of Class A Common Stock and 194,500 shares of Class
B Common Stock  issuable  under the 1995 Stock Option Plan and 38,000  shares of
Class A Common Stock  issuable  under the 1997  Director  Options,  in each case
subject to adjustment  as provided in the 1995 Stock Option Plan.  Also includes
194,500 shares of Class A Common Stock  issuable upon  conversion of such shares
of Class B Common Stock. The Registrant also registers hereby such indeterminate
number of additional  shares of Class A Common Stock and Class B Common Stock as
may be required to cover  antidilutive  adjustments in accordance  with the 1995
Stock Option Plan.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference the following documents
in this Registration Statement:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1998;

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1999;

         3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1999;

         4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1999; and

         5. The  description of the Class A Common Stock of the Registrant
            contained in the Registrant's  Registration  Statement on Form
            8-A,  including  any amendment or report filed for the purpose
            of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.


ITEM 4. DESCRIPTION OF SECURITIES.

         The Class A Common Stock of the Registrant is registered  under Section
12(g) of the Exchange Act. The following is a description  of the Class B Common
Stock of the Registrant:

                       DESCRIPTION OF CLASS B COMMON STOCK

         The rights of the Class B Common  Stock are governed by the Articles of
Incorporation and Bylaws of the Registrant and the Kentucky Business Corporation
Act.

         The following  briefly  outlines  certain  rights of the Class B Common
Stock:

<PAGE>

          VOTING RIGHTS.  The Class B Common Stock carries the right to 10 votes
per  share  on all  matters  presented  to a vote  of  the  shareholders  of the
Registrant.  The Class B Common  Stock  votes  together  with the Class A Common
Stock (which  carries the right to one vote per share) as a single  voting group
unless Kentucky law requires separate voting on a particular matter.

         In the election of  directors,  cumulative  voting  rules apply.  Under
cumulative  voting,  each shareholder is entitled to vote the number of votes of
the shares  owned by him or her on the record date  multiplied  by the number of
directors to be elected. Each shareholder may cast all of his or her votes for a
single  nominee  or may  distribute  his  votes  in any  manner  among  as  many
candidates as the shareholder sees fit.

         The  Registrant's   Articles  of  Incorporation   limit  the  right  of
shareholders to call a special meeting of the  shareholders.  Under the Articles
of  Incorporation,  special  meetings of shareholders  may only be called by the
board of directors or shareholders  owning shares  representing more than 50% of
the  votes  entitled  to be  cast by all  shareholders  of the  Registrant.  The
affirmative vote of shareholders owning more than 50% of the voting power of the
then  outstanding  voting  stock is  required  to amend  this  provision  of the
Articles of Incorporation.

         DIVIDENDS.  Subject  to  any  preferential  rights  of  any  shares  of
Preferred Stock then outstanding,  and applicable requirements of law, the Class
B Common Stock is entitled to dividends  from funds legally  available  therefor
if, as and when declared by the board of directors of the Registrant.

         If any  dividend is paid with  respect to the Class B Common  Stock,  a
dividend of like kind must be declared and paid  contemporaneously  with respect
to the Class A Common  Stock.  If a cash  dividend is paid on the Class B Common
Stock, a cash dividend must be paid on the Class A Common Stock in an amount per
share equal to 110% of the  dividend  paid per share on the Class B Common Stock
(rounded to the nearest $.0001). If a stock dividend, payable in shares of Class
B Common Stock, is paid on the Class B Common Stock, a stock  dividend,  payable
in shares of Class A Common  Stock,  must be paid on the Class A Common Stock at
the same per share rate. If a dividend is paid on the Class B Common Stock other
than in cash or  shares of Class B Common  Stock,  an equal  dividend,  on a per
share basis, must be paid on the Class A Common Stock.

         The  instruments   under  which  the  securities  of  the  Registrant's
subsidiary,  Republic  Capital Trust,  are  outstanding  prohibit the payment of
dividends on the  Registrant's  common stock if the  Registrant  elects to defer
payments  on  the  trust   subsidiary's   securities,   as  permitted  by  those
instruments.

         CONVERSION.  The Class B Common  Stock is  convertible  into  shares of
Class A Common Stock on a one-for-one basis. Only whole shares of Class B Common
Stock can be converted.  Holders  cannot  convert a fractional  share of Class B
Common Stock into a fractional share of Class A Common Stock.

<PAGE>

         To convert shares of Class B Common Stock into shares of Class A Common
Stock, the record holder of the Class B Common Stock must

<        endorse the stock certificate (or certificates) representing the shares
         of Class B Common Stock for transfer,

<        surrender the endorsed certificate (or certificates) at the office of
         the Registrant or of any transfer agent for the Class B Common Stock,
         and

<        give written notice to the Registrant at such office that the holder is
         electing to convert the shares.

The  Registrant  will, as soon as practicable  thereafter,  issue and deliver at
such office to the converting  shareholder a certificate for the shares of Class
A Common  Stock  the  shareholder  is  entitled  to  receive  as a result of the
conversion. The conversion of shares of Class B Common Stock into Class A Common
Stock  will be  deemed  to have  been  made  immediately  prior to the  close of
business on the date of  surrender  of the shares of Class B Common  Stock to be
converted,  and the converting  shareholder  will be treated for all purposes as
the record  holder of such  shares of Class A Common  Stock at such time on such
date.

         The Registrant is required  to reserve  and keep  available  out of its
authorized but unissued  shares of Class A Common Stock,  solely for the purpose
of  effecting  the  conversion  of the  shares  of the Class B Common  Stock,  a
sufficient  number of shares of Class A Common Stock to effect the conversion of
all outstanding shares of the Class B Common Stock. If at any time the number of
authorized  but  unissued  shares of Class A Common Stock is not  sufficient  to
effect  the  conversion  of all of the then  outstanding  shares  of the Class B
Common Stock,  the  Registrant  will take such  corporate  action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Class A Common  Stock to such number of shares as shall be  sufficient
for such purpose,  including,  without  limitation,  engaging in best efforts to
obtain the  requisite  shareholder  approval of any  necessary  amendment to the
Registrant's Articles of Incorporation.

         PREEMPTIVE RIGHTS. Holders of the Class B Common Stock are not entitled
to preemptive rights with respect to any shares which may be issued.

         REDEMPTION.   The Class B Common Stock is not subject to redemption or
to any sinking fund.

<PAGE>

         CONVERSION OR REDEMPTION.  The Class B Common Stock is convertible into
shares of Class A Common Stock on a one-for-one  basis. The Class B Common Stock
is not subject to redemption or to any sinking fund.

         PREEMPTIVE RIGHTS. Holders of the Class B Common Stock are not entitled
to preemptive rights with respect to any shares which may be issued.

         DISSOLUTION. If the Registrant is dissolved, the holders of the Class B
Common Stock,  together  with the holders of the Class A Common  Stock,  will be
entitled to receive,  pro rata based on the number of shares held, the remaining
assets of the Registrant after the  satisfaction of the Registrants  liabilities
and any  preferential  liquidation  rights  of any then  outstanding  shares  of
Preferred Stock of the Registrant.

         ASSESSABILITY. Shares of Class B Common Stock issued against receipt of
the  consideration  authorized by the board of directors  consisting of property
paid or services  rendered are not subject to liability  for further calls or to
assessment by the Registrant or for liabilities of the Registrant imposed on its
shareholders under Kentucky statutes.

         ANTI-DILUTION  PROVISION.  The  Registrant's  Articles of Incorporation
require  that,  if there is a change in the  number of  issued  and  outstanding
shares of Class A Common Stock as a result of share split,  reverse share split,
share dividend or similar  recapitalization (a "Capital Change"), then a Capital
Change of like kind must be made in the issued and outstanding shares of Class B
Common  Stock.  Likewise,  if  there  is a  Capital  Change  in the  issued  and
outstanding  shares of Class B Common Stock,  a Capital Change of like kind must
occur in the issued and outstanding shares of Class A Common Stock.

         OTHER ASPECTS.  The Articles of  Incorporation of the Registrant do not
contain any  restriction on the  alienability of the Class B Common Stock or any
provision discriminating against any existing or prospective holder of shares of
Class B Common Stock as a result of such shareholder owning a substantial amount
of securities.

         In addition to the Class A and the Class B Common Stock, the Registrant
is also  authorized to issue 100,000  shares of Preferred  Stock.  The Preferred
Stock is preferred as to the payment of dividends  over the Class B Common Stock
and  shall  be  preferred  over  the  Class B  Common  Stock  upon  liquidation,
dissolution  or winding up of the affairs of the  Registrant.  The  Registrant's
Articles of Incorporation  authorize the board of directors of the Registrant to
establish  series  of  Preferred  Stock  and  to fix  the  relative  rights  and
preferences  of shares of the series  established.  The authority  vested in the
board of  directors  by the Articles of  Incorporation  includes the  authority,
within the limitations imposed by law and the Articles of Incorporation,  to fix
and determine as to each series of Preferred Stock:

         [1] The voting rights and powers, if any, of the holders of shares
             of such series;

<PAGE>

         [2] The number of shares and designation of such series;

         [3] The annual dividend rate and whether cumulative,  noncumulative, or
             partially cumulative;

         [4] The prices at which, and the terms and conditions on which,  shares
             of such series may be redeemed;

         [5] The  amounts  payable on shares of such series in the event of
             any  voluntary or  involuntary  liquidation,  dissolution,  or
             winding up of the affairs of the Registrant;

         [6] Whether the shares of such series shall have a preference,  as
             to the payment of dividends or  otherwise,  over the shares of
             any other series;

         [7] The terms,  if any,  upon which  shares of such  series may be
             convertible  into, or  exchangeable  for,  shares of any other
             class or  classes  or of any  other  series of the same or any
             other class or classes,  including the price or prices and the
             rate of conversion or exchange,  any adjustments  thereof, and
             all other terms and conditions;

         [8] The sinking fund provisions, if any, for the redemption or purchase
             of shares of such series; and

         [9] Such other  provisions as may be fixed by the board of directors of
             the Registrant pursuant to Kentucky law.

          To the extent the board of directors of the Registrant  exercises this
authority  granted  it in the  Articles  of  Incorporation,  the  fixing  of the
relative  rights,  preferences  and  limitations  of shares of Preferred  Stock,
vis-a-vis  the Class B Common  Stock,  could  have the effect of  modifying  the
rights of holders of Class B Common Stock.  The issuance of Preferred  Stock may
have the effect of delaying,  deferring or preventing a change in control of the
Registrant  without further action by shareholders  and may adversely affect the
voting and other rights of the holders of Class B Common Stock.

         The  Preferred  Stock and,  because of its voting  rights,  the Class B
Common  Stock  could be deemed  to have an  anti-takeover  effect.  If a hostile
takeover situation should arise, shares of Class B Common Stock and/or Preferred
Stock could be issued to purchasers sympathetic with the Registrant's management
or others in such a way as to render more  difficult or to  discourage a merger,
tender offer,  proxy  contest,  the assumption of control by a holder of a large
block of the Registrant's securities or the removal of incumbent management.

         The effects of the issuance of a series of the  Preferred  Stock on the
holders of Class B Common Stock could include, among other things, (i) reduction

<PAGE>

of the amount  otherwise  available  for payments of dividends on Class B Common
Stock  if  dividends  are  payable  on  the  series  of  Preferred  Stock;  (ii)
restrictions  on dividends on Class B Common Stock if dividends on the series of
Preferred  Stock are in arrears;  (iii)  dilution of the voting power of Class B
Common Stock if the series of  Preferred  Stock has voting  rights,  including a
possible  "veto" power if the series of Preferred Stock has class voting rights;
(iv)  dilution of the equity  interest of holders of Class B Common Stock if the
series of Preferred Stock is convertible,  and is converted, into Class B Common
Stock;  and (v) restrictions on the rights of holders of Class B Common Stock to
share in the  Registrant's  assets upon  liquidation  until  satisfaction of any
liquidation  preference granted to the holders of the series of Preferred Stock.
Holders  of Class B Common  Stock  have no  preemptive  rights  to  purchase  or
otherwise acquire any Preferred Stock that may be issued.

         ELIMINATION OF CERTAIN  LIABILITIES  AND  INDEMNIFICATION  RIGHTS.  The
Articles of  Incorporation of the Registrant limit the liability of directors to
the  Registrant  and  its  shareholders  to  the  maximum  extent  permitted  by
applicable law. Under Section  271B.2-020 of the Kentucky  Business  Corporation
Act, the personal  liability of a director may not be  eliminated or limited for
the following actions:

         (1)      for any transaction in which the director's personal financial
                  interest is in conflict  with the  financial  interests of the
                  corporation or its shareholders;

         (2)      for acts or omissions not in good faith or which involve
                  intentional misconduct or are known by the director to violate
                  law;

         (3)      actions involving an unlawful distribution in violation of
                  KRS 271B.8-330; and

         (4) for any  transaction  from which the  director  derived an improper
             personal benefit.

 If the Kentucky General Assembly expands the types of director liabilities that
can be  eliminated  or limited,  the  personal  liability  of  directors  of the
Registrant  under the Articles of  Incorporation  will likewise be eliminated or
limited without any further action by shareholders.

         Under Kentucky law, a corporation has broad powers of  indemnification.
A person may be indemnified for judgments,  penalties,  fines, settlements,  and
reasonable  expenses  incurred by that person in proceedings in connection  with
the  person's  official  capacity in the  corporation.  Indemnification  against
reasonable legal expenses incurred by a person in such a proceeding is mandatory
when the  person is wholly  successful  in the  defense of the  proceeding.  The
Bylaws of the Registrant  also require the  Registrant to indemnify,  and permit
the  Registrant to advance  expenses to, all directors,  officers,  employees or
agents of the  Registrant  who were or are  threatened to be made a defendant or
respondent to any threatened,  pending or completed  action,  suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
Registrant, to the fullest extent that is expressly permitted or required by the
Kentucky statutes and all other applicable law.

<PAGE>

         CONFLICT  OF  INTEREST  TRANSACTIONS.  The  Articles  of  Incorporation
provide that the  Registrant  may enter into  conflict of interest  transactions
with  officers,  directors  and/or  shareholders.  According  to the Articles of
Incorporation,   a  conflict  of  interest   transaction  that  is  approved  by
shareholders  holding a  majority  of the voting  power is valid and  binding as
though ratified by every shareholder of the Registrant.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  validity  of the  issuance  of the shares of Class A Common  Stock and
Class B Common Stock being offered by the Registration  Statement will be passed
on for the Registrant by the law firm of Wyatt,  Tarrant & Combs. Wyatt, Tarrant
& Combs  provides  legal  services  from  time to  time to the  Registrant,  and
partners of Wyatt, Tarrant & Combs own shares of the Registrant's common stock.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Bylaws of the Registrant  require the Registrant to indemnify,  and
permit the Registrant to advance expenses to, all directors, officers, employees
or agents of the Registrant who were or are threatened to be made a defendant or
respondent to any threatened,  pending or completed  action,  suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
Registrant, to the fullest extent that is expressly permitted or required by the
Kentucky statutes and all other applicable law.

         The  circumstances  under  which  Kentucky  law  requires  or permits a
corporation to indemnify its directors,  officers,  employees  and/or agents are
set forth at KRS 271B.8-500, et seq.

         Generally, under KRS 271B.8-500 ET SEQ., a corporation may indemnify an
individual  made a party to a  proceeding  because  he is or was a  director  or
officer against liability incurred in the proceeding if:

         [1] He conducted himself in good faith; and

         [2] He reasonably believed

                  [a] in the case of conduct in his official  capacity  with the
corporation that his conduct was in its best interests; and

<PAGE>

                  [b] in all  other  cases,  that his  conduct  was at least not
opposed to its best interests; and

                  [c]  in  the  case  of  any  criminal  proceeding,  he  had no
reasonable cause to believe his conduct was unlawful.

         A  corporation  may  not  indemnify  a  director  or  officer:  [1]  in
connection  with a proceeding by or in the right of the corporation in which the
director or officer was adjudged liable to the corporation; or [2] in connection
with any other proceeding  charging improper personal benefit to him, whether or
not involving action in his official  capacity,  in which he was adjudged liable
on the basis that personal benefit was improperly received by him.

         Indemnification  permitted in connection with a proceeding by or in the
right  of  the  corporation  is  limited  to  reasonable  expenses  incurred  in
connection with the proceeding.

    The Registrant may provide liability insurance for each director and officer
for certain losses arising from claims or changes made against them while acting
in their  capabilities  as directors or officers of  Registrant,  whether or not
Registrant would have the power to indemnify such person against such liability,
as permitted by law.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8. EXHIBITS.

         The exhibits  listed on the Exhibit Index  appearing on page 14 of this
Registration Statement are hereby incorporated by reference.


ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

<          To file, during any period in which offers or sales are being made, a
           post-effective amendment to this Registration Statement:

<          To include any prospectus required by Section 10(a)(3) of the Act;

<          To reflect in the prospectus any facts or events arising after the
           effective date of the Registration Statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the Registration Statement;

<PAGE>

<          To include any material information with respect to the plan of
           distribution not previously disclosed in the Registration Statement
           or any material change to such information in the Registration
           Statement;

         Provided,  however,  that paragraphs  1.A[1] and 1.A[2] do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

<          That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

<          To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant,  the  Registrant  has been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on November 11,
1999.

                                       REPUBLIC BANCORP, INC.


                                       By /s/ Steven E. Trager
                                         ---------------------------------------
                                       Steven E. Trager, Chief Executive Officer


        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints  Steven E. Trager and Bill Petter,  and each of
them,  with the  power to act  without  the  other,  his or her true and  lawful
attorney-in-facts   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her, and in his or her name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities indicated and on the dates indicated:

<TABLE>
<CAPTION>

                (Signature)                                    (Title)                             (Date)


<S>                                                            <C>                            <C>
/s/ Andy Anderson                                              Director                       November 11, 1999
----------------------------
Andy Anderson


/s/ Larry M. Hayes                                             Director                       November 11, 1999
----------------------------
Larry M. Hayes

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                              <C>                                     <C>
/s/ Bill Petter                                         Chief Operating Officer,              November 11, 1999
----------------------------                          Vice Chairman and Director
Bill Petter


/s/ Sandra Metts Snowden                                       Director                       November 11, 1999
----------------------------
Sandra Metts Snowden


/s/ R. Wayne Stratton                                          Director                       November 11, 1999
----------------------------
R. Wayne Stratton


/s/ Samuel G. Swope                                            Director                       November 11, 1999
----------------------------
Samuel G. Swope

/s/ A. Scott Trager                                   Vice Chairman and Director              November 11, 1999
----------------------------
A. Scott Trager

/s/ Bernard M. Trager                                    Chairman & Director                  November 11, 1999
----------------------------
Bernard M. Trager

/s/ Steven E. Trager                             Chief Executive Officer and Director         November 11, 1999
----------------------------
Steven E. Trager

/s/ Mark A. Vogt                                           Chief Financial and                November 11, 1999
----------------------------                            Chief Accounting Officer
Mark A. Vogt

</TABLE>

<PAGE>

                                  Exhibit Index

4.1  Articles  of   Incorporation   of  Republic   Bancorp,   Inc.,  as  amended
     (incorporated by reference to Exhibit 3(i) to the Registration Statement on
     Form S-1 of Republic Bancorp, Inc. (Registration No. 333-56583), filed with
     the  Securities  and Exchange  Commission  on July 7, 1998  pursuant to the
     Securities Exchange Act of 1933)

4.2  Bylaws of Republic Bancorp,  Inc., as amended (incorporated by reference to
     Exhibit  3(ii)  to the  Registration  Statement  on  Form  S-1 of  Republic
     Bancorp, Inc.  (Registration No. 333-56583),  filed with the Securities and
     Exchange  Commission on July 20, 1998 pursuant to the  Securities  Exchange
     Act of 1933)

5    Opinion of counsel

23.1 Consent of Crowe, Chizek and Company LLP

23.2 Consent of Wyatt, Tarrant & Combs (included in Exhibit 5)

24   Power of  attorney  (included  on the  signature  page of the  Registration
     Statement)

99.1 1995 Stock Option Plan of Republic Bancorp, Inc.

99.2 Summary of terms of 1997 Director Options
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 34415}]
{"company-data": {"conformed-name": "REPUBLIC BANCORP INC /KY/", "cik": "0000921557", "assigned-sic": "6022", "irs-number": "610862051", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91511", "film-number": "99763106"}, "business-address": {"street1": "REPUBLIC CORPORATE CENTER", "street2": "601 WEST MARKET ST", "city": "LOUISVILLE", "state": "KY", "zip": "40202", "phone": "5025843600"}}
As filed with the Securities and
Exchange Commission on November 23, 1999    Registration No. 333-
                                                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                             REPUBLIC BANCORP, INC.
             (Exact name of registrant as specified in its charter)

             Kentucky                                                61-0862051
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                             601 West Market Street
                           Louisville, Kentucky 40202
                    (Address of Principal Executive Offices)

                              1997 Director Options
                  Republic Bancorp, Inc. 1995 Stock Option Plan
                            (Full Title of the Plans)

                                                                  Copy to:
Michael Ringswald, General Counsel                        Cynthia W. Young, Esq.
Republic Bancorp, Inc.                                    Wyatt, Tarrant & Combs
601 West Market Street                                     2800 Citizens Plaza
Louisville, Kentucky  40202                           Louisville, Kentucky 40202

                     (Name and address of agent for service)

                                 (502) 584-3600
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------

            Title of                       Amount             Proposed maximum       Proposed maximum         Amount of
           securities                      To be               offering price       aggregate offering       Registration
        to be registered                 Registered              per share(1)               price1                 fee
------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock,                   2,135,000(2) shares          $8.5625            $16,518,156.25           $4,592.05
no par value
Class B Common Stock,                     194,500(2) shares          $8.5625             $1,665,406.25            $ 462.98
no par value
------------------------------------------------------------------------------------------------------------------------------
1 Estimated solely for the purpose of computing the registration fee pursuant to
Rule  457(c) and (h) based on [1] the  average of the high and low prices of the
Class A Common  Stock on the Nasdaq  National  Market  System as of November 18,
1999 ($8-3/4 and $8-3/8), with respect to the 1,902,500 shares of Class A Common
Stock and 194,500  shares of Class B Common Stock  issuable under the 1995 Stock
Option Plan, and [2] the actual exercise price ($6.00 per share) with respect to
the  38,000  shares of Class A Common  Stock  issuable  under the 1997  Director
Options.  The Class B Common Stock is convertible,  on a one-to-one  basis, into
Class A Common Stock and, since it has no established trading market, is assumed
to have  the  same  price  as the  Class A Common  Stock,  for  purposes  of the
calculation.  In accordance with Rule 457(i), no amount is shown with respect to
the 194,500 shares of Class A Common Stock issuable upon conversion of the Class
B Common Stock, which are also being registered hereby.

2 Includes  1,902,500 shares of Class A Common Stock and 194,500 shares of Class
B Common Stock  issuable  under the 1995 Stock Option Plan and 38,000  shares of
Class A Common Stock  issuable  under the 1997  Director  Options,  in each case
subject to adjustment  as provided in the 1995 Stock Option Plan.  Also includes
194,500 shares of Class A Common Stock  issuable upon  conversion of such shares
of Class B Common Stock. The Registrant also registers hereby such indeterminate
number of additional  shares of Class A Common Stock and Class B Common Stock as
may be required to cover  antidilutive  adjustments in accordance  with the 1995
Stock Option Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference the following documents
in this Registration Statement:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1998;

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1999;

         3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1999;

         4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
            September 30, 1999; and

         5. The  description of the Class A Common Stock of the Registrant
            contained in the Registrant's  Registration  Statement on Form
            8-A,  including  any amendment or report filed for the purpose
            of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be part  hereof  from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         The Class A Common Stock of the Registrant is registered  under Section
12(g) of the Exchange Act. The following is a description  of the Class B Common
Stock of the Registrant:

                       DESCRIPTION OF CLASS B COMMON STOCK

         The rights of the Class B Common  Stock are governed by the Articles of
Incorporation and Bylaws of the Registrant and the Kentucky Business Corporation
Act.

         The following  briefly  outlines  certain  rights of the Class B Common
Stock:
VOTING RIGHTS.  The Class B Common Stock carries the right to 10 votes
per  share  on all  matters  presented  to a vote  of  the  shareholders  of the
Registrant.  The Class B Common  Stock  votes  together  with the Class A Common
Stock (which  carries the right to one vote per share) as a single  voting group
unless Kentucky law requires separate voting on a particular matter.

         In the election of  directors,  cumulative  voting  rules apply.  Under
cumulative  voting,  each shareholder is entitled to vote the number of votes of
the shares  owned by him or her on the record date  multiplied  by the number of
directors to be elected. Each shareholder may cast all of his or her votes for a
single  nominee  or may  distribute  his  votes  in any  manner  among  as  many
candidates as the shareholder sees fit.

         The  Registrant's   Articles  of  Incorporation   limit  the  right  of
shareholders to call a special meeting of the  shareholders.  Under the Articles
of  Incorporation,  special  meetings of shareholders  may only be called by the
board of directors or shareholders  owning shares  representing more than 50% of
the  votes  entitled  to be  cast by all  shareholders  of the  Registrant.  The
affirmative vote of shareholders owning more than 50% of the voting power of the
then  outstanding  voting  stock is  required  to amend  this  provision  of the
Articles of Incorporation.

         DIVIDENDS.  Subject  to  any  preferential  rights  of  any  shares  of
Preferred Stock then outstanding,  and applicable requirements of law, the Class
B Common Stock is entitled to dividends  from funds legally  available  therefor
if, as and when declared by the board of directors of the Registrant.

         If any  dividend is paid with  respect to the Class B Common  Stock,  a
dividend of like kind must be declared and paid  contemporaneously  with respect
to the Class A Common  Stock.  If a cash  dividend is paid on the Class B Common
Stock, a cash dividend must be paid on the Class A Common Stock in an amount per
share equal to 110% of the  dividend  paid per share on the Class B Common Stock
(rounded to the nearest $.0001). If a stock dividend, payable in shares of Class
B Common Stock, is paid on the Class B Common Stock, a stock  dividend,  payable
in shares of Class A Common  Stock,  must be paid on the Class A Common Stock at
the same per share rate. If a dividend is paid on the Class B Common Stock other
than in cash or  shares of Class B Common  Stock,  an equal  dividend,  on a per
share basis, must be paid on the Class A Common Stock.

         The  instruments   under  which  the  securities  of  the  Registrant's
subsidiary,  Republic  Capital Trust,  are  outstanding  prohibit the payment of
dividends on the  Registrant's  common stock if the  Registrant  elects to defer
payments  on  the  trust   subsidiary's   securities,   as  permitted  by  those
instruments.

         CONVERSION.  The Class B Common  Stock is  convertible  into  shares of
Class A Common Stock on a one-for-one basis. Only whole shares of Class B Common
Stock can be converted.  Holders  cannot  convert a fractional  share of Class B
Common Stock into a fractional share of Class A Common Stock.
To convert shares of Class B Common Stock into shares of Class A Common
Stock, the record holder of the Class B Common Stock must

<        endorse the stock certificate (or certificates) representing the shares
         of Class B Common Stock for transfer,

<        surrender the endorsed certificate (or certificates) at the office of
         the Registrant or of any transfer agent for the Class B Common Stock,
         and

<        give written notice to the Registrant at such office that the holder is
         electing to convert the shares.

The  Registrant  will, as soon as practicable  thereafter,  issue and deliver at
such office to the converting  shareholder a certificate for the shares of Class
A Common  Stock  the  shareholder  is  entitled  to  receive  as a result of the
conversion. The conversion of shares of Class B Common Stock into Class A Common
Stock  will be  deemed  to have  been  made  immediately  prior to the  close of
business on the date of  surrender  of the shares of Class B Common  Stock to be
converted,  and the converting  shareholder  will be treated for all purposes as
the record  holder of such  shares of Class A Common  Stock at such time on such
date.

         The Registrant is required  to reserve  and keep  available  out of its
authorized but unissued  shares of Class A Common Stock,  solely for the purpose
of  effecting  the  conversion  of the  shares  of the Class B Common  Stock,  a
sufficient  number of shares of Class A Common Stock to effect the conversion of
all outstanding shares of the Class B Common Stock. If at any time the number of
authorized  but  unissued  shares of Class A Common Stock is not  sufficient  to
effect  the  conversion  of all of the then  outstanding  shares  of the Class B
Common Stock,  the  Registrant  will take such  corporate  action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Class A Common  Stock to such number of shares as shall be  sufficient
for such purpose,  including,  without  limitation,  engaging in best efforts to
obtain the  requisite  shareholder  approval of any  necessary  amendment to the
Registrant's Articles of Incorporation.

         PREEMPTIVE RIGHTS. Holders of the Class B Common Stock are not entitled
to preemptive rights with respect to any shares which may be issued.

         REDEMPTION.   The Class B Common Stock is not subject to redemption or
to any sinking fund.
CONVERSION OR REDEMPTION.  The Class B Common Stock is convertible into
shares of Class A Common Stock on a one-for-one  basis. The Class B Common Stock
is not subject to redemption or to any sinking fund.

         PREEMPTIVE RIGHTS. Holders of the Class B Common Stock are not entitled
to preemptive rights with respect to any shares which may be issued.

         DISSOLUTION. If the Registrant is dissolved, the holders of the Class B
Common Stock,  together  with the holders of the Class A Common  Stock,  will be
entitled to receive,  pro rata based on the number of shares held, the remaining
assets of the Registrant after the  satisfaction of the Registrants  liabilities
and any  preferential  liquidation  rights  of any then  outstanding  shares  of
Preferred Stock of the Registrant.

         ASSESSABILITY. Shares of Class B Common Stock issued against receipt of
the  consideration  authorized by the board of directors  consisting of property
paid or services  rendered are not subject to liability  for further calls or to
assessment by the Registrant or for liabilities of the Registrant imposed on its
shareholders under Kentucky statutes.

         ANTI-DILUTION  PROVISION.  The  Registrant's  Articles of Incorporation
require  that,  if there is a change in the  number of  issued  and  outstanding
shares of Class A Common Stock as a result of share split,  reverse share split,
share dividend or similar  recapitalization (a "Capital Change"), then a Capital
Change of like kind must be made in the issued and outstanding shares of Class B
Common  Stock.  Likewise,  if  there  is a  Capital  Change  in the  issued  and
outstanding  shares of Class B Common Stock,  a Capital Change of like kind must
occur in the issued and outstanding shares of Class A Common Stock.

         OTHER ASPECTS.  The Articles of  Incorporation of the Registrant do not
contain any  restriction on the  alienability of the Class B Common Stock or any
provision discriminating against any existing or prospective holder of shares of
Class B Common Stock as a result of such shareholder owning a substantial amount
of securities.

         In addition to the Class A and the Class B Common Stock, the Registrant
is also  authorized to issue 100,000  shares of Preferred  Stock.  The Preferred
Stock is preferred as to the payment of dividends  over the Class B Common Stock
and  shall  be  preferred  over  the  Class B  Common  Stock  upon  liquidation,
dissolution  or winding up of the affairs of the  Registrant.  The  Registrant's
Articles of Incorporation  authorize the board of directors of the Registrant to
establish  series  of  Preferred  Stock  and  to fix  the  relative  rights  and
preferences  of shares of the series  established.  The authority  vested in the
board of  directors  by the Articles of  Incorporation  includes the  authority,
within the limitations imposed by law and the Articles of Incorporation,  to fix
and determine as to each series of Preferred Stock:

         [1] The voting rights and powers, if any, of the holders of shares
             of such series;
[2] The number of shares and designation of such series;

         [3] The annual dividend rate and whether cumulative,  noncumulative, or
             partially cumulative;

         [4] The prices at which, and the terms and conditions on which,  shares
             of such series may be redeemed;

         [5] The  amounts  payable on shares of such series in the event of
             any  voluntary or  involuntary  liquidation,  dissolution,  or
             winding up of the affairs of the Registrant;

         [6] Whether the shares of such series shall have a preference,  as
             to the payment of dividends or  otherwise,  over the shares of
             any other series;

         [7] The terms,  if any,  upon which  shares of such  series may be
             convertible  into, or  exchangeable  for,  shares of any other
             class or  classes  or of any  other  series of the same or any
             other class or classes,  including the price or prices and the
             rate of conversion or exchange,  any adjustments  thereof, and
             all other terms and conditions;

         [8] The sinking fund provisions, if any, for the redemption or purchase
             of shares of such series; and

         [9] Such other  provisions as may be fixed by the board of directors of
             the Registrant pursuant to Kentucky law.

          To the extent the board of directors of the Registrant  exercises this
authority  granted  it in the  Articles  of  Incorporation,  the  fixing  of the
relative  rights,  preferences  and  limitations  of shares of Preferred  Stock,
vis-a-vis  the Class B Common  Stock,  could  have the effect of  modifying  the
rights of holders of Class B Common Stock.  The issuance of Preferred  Stock may
have the effect of delaying,  deferring or preventing a change in control of the
Registrant  without further action by shareholders  and may adversely affect the
voting and other rights of the holders of Class B Common Stock.

         The  Preferred  Stock and,  because of its voting  rights,  the Class B
Common  Stock  could be deemed  to have an  anti-takeover  effect.  If a hostile
takeover situation should arise, shares of Class B Common Stock and/or Preferred
Stock could be issued to purchasers sympathetic with the Registrant's management
or others in such a way as to render more  difficult or to  discourage a merger,
tender offer,  proxy  contest,  the assumption of control by a holder of a large
block of the Registrant's securities or the removal of incumbent management.

         The effects of the issuance of a series of the  Preferred  Stock on the
holders of Class B Common Stock could include, among other things, (i) reduction
of the amount  otherwise  available  for payments of dividends on Class B Common
Stock  if  dividends  are  payable  on  the  series  of  Preferred  Stock;  (ii)
restrictions  on dividends on Class B Common Stock if dividends on the series of
Preferred  Stock are in arrears;  (iii)  dilution of the voting power of Class B
Common Stock if the series of  Preferred  Stock has voting  rights,  including a
possible  "veto" power if the series of Preferred Stock has class voting rights;
(iv)  dilution of the equity  interest of holders of Class B Common Stock if the
series of Preferred Stock is convertible,  and is converted, into Class B Common
Stock;  and (v) restrictions on the rights of holders of Class B Common Stock to
share in the  Registrant's  assets upon  liquidation  until  satisfaction of any
liquidation  preference granted to the holders of the series of Preferred Stock.
Holders  of Class B Common  Stock  have no  preemptive  rights  to  purchase  or
otherwise acquire any Preferred Stock that may be issued.

         ELIMINATION OF CERTAIN  LIABILITIES  AND  INDEMNIFICATION  RIGHTS.  The
Articles of  Incorporation of the Registrant limit the liability of directors to
the  Registrant  and  its  shareholders  to  the  maximum  extent  permitted  by
applicable law. Under Section  271B.2-020 of the Kentucky  Business  Corporation
Act, the personal  liability of a director may not be  eliminated or limited for
the following actions:

         (1)      for any transaction in which the director's personal financial
                  interest is in conflict  with the  financial  interests of the
                  corporation or its shareholders;

         (2)      for acts or omissions not in good faith or which involve
                  intentional misconduct or are known by the director to violate
                  law;

         (3)      actions involving an unlawful distribution in violation of
                  KRS 271B.8-330; and

         (4) for any  transaction  from which the  director  derived an improper
             personal benefit.

 If the Kentucky General Assembly expands the types of director liabilities that
can be  eliminated  or limited,  the  personal  liability  of  directors  of the
Registrant  under the Articles of  Incorporation  will likewise be eliminated or
limited without any further action by shareholders.

         Under Kentucky law, a corporation has broad powers of  indemnification.
A person may be indemnified for judgments,  penalties,  fines, settlements,  and
reasonable  expenses  incurred by that person in proceedings in connection  with
the  person's  official  capacity in the  corporation.  Indemnification  against
reasonable legal expenses incurred by a person in such a proceeding is mandatory
when the  person is wholly  successful  in the  defense of the  proceeding.  The
Bylaws of the Registrant  also require the  Registrant to indemnify,  and permit
the  Registrant to advance  expenses to, all directors,  officers,  employees or
agents of the  Registrant  who were or are  threatened to be made a defendant or
respondent to any threatened,  pending or completed  action,  suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
Registrant, to the fullest extent that is expressly permitted or required by the
Kentucky statutes and all other applicable law.
CONFLICT  OF  INTEREST  TRANSACTIONS.  The  Articles  of  Incorporation
provide that the  Registrant  may enter into  conflict of interest  transactions
with  officers,  directors  and/or  shareholders.  According  to the Articles of
Incorporation,   a  conflict  of  interest   transaction  that  is  approved  by
shareholders  holding a  majority  of the voting  power is valid and  binding as
though ratified by every shareholder of the Registrant.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The  validity  of the  issuance  of the shares of Class A Common  Stock and
Class B Common Stock being offered by the Registration  Statement will be passed
on for the Registrant by the law firm of Wyatt,  Tarrant & Combs. Wyatt, Tarrant
& Combs  provides  legal  services  from  time to  time to the  Registrant,  and
partners of Wyatt, Tarrant & Combs own shares of the Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Bylaws of the Registrant  require the Registrant to indemnify,  and
permit the Registrant to advance expenses to, all directors, officers, employees
or agents of the Registrant who were or are threatened to be made a defendant or
respondent to any threatened,  pending or completed  action,  suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that  he or  she  is or  was a  director,  officer,  employee  or  agent  of the
Registrant, to the fullest extent that is expressly permitted or required by the
Kentucky statutes and all other applicable law.

         The  circumstances  under  which  Kentucky  law  requires  or permits a
corporation to indemnify its directors,  officers,  employees  and/or agents are
set forth at KRS 271B.8-500, et seq.

         Generally, under KRS 271B.8-500 ET SEQ., a corporation may indemnify an
individual  made a party to a  proceeding  because  he is or was a  director  or
officer against liability incurred in the proceeding if:

         [1] He conducted himself in good faith; and

         [2] He reasonably believed

                  [a] in the case of conduct in his official  capacity  with the
corporation that his conduct was in its best interests; and
[b] in all  other  cases,  that his  conduct  was at least not
opposed to its best interests; and

                  [c]  in  the  case  of  any  criminal  proceeding,  he  had no
reasonable cause to believe his conduct was unlawful.

         A  corporation  may  not  indemnify  a  director  or  officer:  [1]  in
connection  with a proceeding by or in the right of the corporation in which the
director or officer was adjudged liable to the corporation; or [2] in connection
with any other proceeding  charging improper personal benefit to him, whether or
not involving action in his official  capacity,  in which he was adjudged liable
on the basis that personal benefit was improperly received by him.

         Indemnification  permitted in connection with a proceeding by or in the
right  of  the  corporation  is  limited  to  reasonable  expenses  incurred  in
connection with the proceeding.

    The Registrant may provide liability insurance for each director and officer
for certain losses arising from claims or changes made against them while acting
in their  capabilities  as directors or officers of  Registrant,  whether or not
Registrant would have the power to indemnify such person against such liability,
as permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The exhibits  listed on the Exhibit Index  appearing on page 14 of this
Registration Statement are hereby incorporated by reference.

ITEM 9. UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

<          To file, during any period in which offers or sales are being made, a
           post-effective amendment to this Registration Statement:

<          To include any prospectus required by Section 10(a)(3) of the Act;

<          To reflect in the prospectus any facts or events arising after the
           effective date of the Registration Statement (or the most recent
           post-effective amendment thereof) which, individually or in the
           aggregate, represent a fundamental change in the information set
           forth in the Registration Statement;
<          To include any material information with respect to the plan of
           distribution not previously disclosed in the Registration Statement
           or any material change to such information in the Registration
           Statement;

         Provided,  however,  that paragraphs  1.A[1] and 1.A[2] do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

<          That, for the purpose of determining any liability under the
           Securities Act of 1933, each such post-effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

<          To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant,  the  Registrant  has been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on November 11,
1999.

                                       REPUBLIC BANCORP, INC.

                                       By /s/ Steven E. Trager
                                         ---------------------------------------
                                       Steven E. Trager, Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and appoints  Steven E. Trager and Bill Petter,  and each of
them,  with the  power to act  without  the  other,  his or her true and  lawful
attorney-in-facts   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her, and in his or her name, place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities indicated and on the dates indicated:
(Signature)                                    (Title)                             (Date)
/s/ Andy Anderson                                              Director                       November 11, 1999
----------------------------
Andy Anderson

/s/ Larry M. Hayes                                             Director                       November 11, 1999
----------------------------
Larry M. Hayes
/s/ Bill Petter                                         Chief Operating Officer,              November 11, 1999
----------------------------                          Vice Chairman and Director
Bill Petter

/s/ Sandra Metts Snowden                                       Director                       November 11, 1999
----------------------------
Sandra Metts Snowden

/s/ R. Wayne Stratton                                          Director                       November 11, 1999
----------------------------
R. Wayne Stratton

/s/ Samuel G. Swope                                            Director                       November 11, 1999
----------------------------
Samuel G. Swope

/s/ A. Scott Trager                                   Vice Chairman and Director              November 11, 1999
----------------------------
A. Scott Trager

/s/ Bernard M. Trager                                    Chairman & Director                  November 11, 1999
----------------------------
Bernard M. Trager

/s/ Steven E. Trager                             Chief Executive Officer and Director         November 11, 1999
----------------------------
Steven E. Trager

/s/ Mark A. Vogt                                           Chief Financial and                November 11, 1999
----------------------------                            Chief Accounting Officer
Mark A. Vogt
Exhibit Index

4.1  Articles  of   Incorporation   of  Republic   Bancorp,   Inc.,  as  amended
     (incorporated by reference to Exhibit 3(i) to the Registration Statement on
     Form S-1 of Republic Bancorp, Inc. (Registration No. 333-56583), filed with
     the  Securities  and Exchange  Commission  on July 7, 1998  pursuant to the
     Securities Exchange Act of 1933)

4.2  Bylaws of Republic Bancorp,  Inc., as amended (incorporated by reference to
     Exhibit  3(ii)  to the  Registration  Statement  on  Form  S-1 of  Republic
     Bancorp, Inc.  (Registration No. 333-56583),  filed with the Securities and
     Exchange  Commission on July 20, 1998 pursuant to the  Securities  Exchange
     Act of 1933)

5    Opinion of counsel

23.1 Consent of Crowe, Chizek and Company LLP

23.2 Consent of Wyatt, Tarrant & Combs (included in Exhibit 5)

24   Power of  attorney  (included  on the  signature  page of the  Registration
     Statement)

99.1 1995 Stock Option Plan of Republic Bancorp, Inc.

99.2 Summary of terms of 1997 Director Options