As filed with the Securities and Exchange Commission on June 24, 2004
                                               Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

      ---------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
      ---------------------------------------------------------------------
                        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
              incorporation or organization)       Identification No.)

               P.O. Box 309, 202 W. Main St., Frankfort, KY 40602
               (Address of Principal Executive Offices) (Zip Code)

          Farmers Capital Bank Corporation Employee Stock Purchase Plan
                            (Full title of the plan)

                      G. Anthony Busseni, President and CEO
                        Farmers Capital Bank Corporation
                                  P.O. Box 309
                                 202 W. Main St.
                               Frankfort, KY 40602
                     (Name and address of agent for service)

                                 (502) 227-1668
          (Telephone number, including area code, of agent for service)

<TABLE>

                                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
Title of each                              Proposed maximum   Proposed maximum
class of securities        Amount to be    offering price     aggregate offering    Amount of
to be registered           registered      per share          price                 registration fee
-------------------------------------------------------------------------------------------------------
<S>                           <C>            <C>                <C>                     <C>
Common Stock,
$.125 par value per share     50,000         $31.95(1)          $1,597,500(1)           $203
-------------------------------------------------------------------------------------------------------

(1) The  exercise  price for  options for 50,000  shares is  unknown.  Estimated
solely for the purpose of  calculating  the  registration  fee  pursuant to Rule
457(c)  based on the  average of the low and high prices on June 21, 2004 on the
NASDAQ SmallCap Market.
</TABLE>
<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s)  containing the information  specified in this Part I will
be  sent or  given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities Act of 1933. In accordance with Rule 428 and the requirements of Part
I of Form S-8,  such  documents  are not being  filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II
             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference

The  following   documents  filed  by  Farmers  Capital  Bank  Corporation  (the
"Company") with the Commission are incorporated herein by reference:

     (i)  the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 2003 (File No. 000-14412);

     (ii) the Company's  Current Report on Form 8-K dated January 16, 2004 (File
          No. 000-14412);

    (iii) the  Company's  Current  Report on Form 8-K dated  February  13,  2004
          (File No. 000-14412);

     (iv) the  Company's  Current  Report on Form 8-K dated April 19, 2004 (File
          No. 000-14412);

     (v)  the Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended March 31, 2004 (File No. 000-14412);

     (vi) those portions of the Company's  definitive  Proxy Statement (File No.
          000-14412)  for it's Annual  Meeting of  Shareholders  held on May 11,
          2004 that are  incorporated  by reference into Items 11, 12, 13 and 14
          of the Company's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2003 (File No. 000-14412);

   (vii)  those  portions of the Company's  2003 Annual  Report to  Shareholders
          (filed along with and as Exhibit 13 to the Company's  Annual Report on
          Form 10-K for the  fiscal  year  ended  December  31,  2003)  that are
          incorporated  by  reference  into  Items  5,  7,  7A,  8 and 15 of the
          Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          December 31, 2003 (File No. 000-14412); and

   (viii) the  description  of the  Company's  common  stock  contained in the
          Company's Registration Statement on Form 8-A.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Securities  Exchange  Act of 1934  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
indicating  that all securities  offered hereby have been sold or  deregistering
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.


Item 4.
Description of Securities

Not applicable.

Item 5.
Interests of Named Experts and Counsel

Not applicable.

Item 6.
Indemnification of Directors and Officers

A.   Mandatory Indemnification

     Article VIII of the Company's  Amended and Restated  Bylaws (the  "Bylaws")
requires the Company to indemnify any officer or director who is made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative  (any  "Proceeding") by reason of the
fact that such person is or was an officer or director if:

     (1)  such officer or director conducted himself in good faith; and

     (2)  such officer or director reasonably believed:

          (i)  in the case of conduct in his official capacity with the Company,
               that his conduct was in the best interests of the Company; and

          (ii) in all other cases,  that his conduct was at least not opposed to
               the best interests of the Company; and

     (3)  in the case of any criminal Proceeding,  he had no reasonable cause to
          believe his conduct was unlawful.

A director's  conduct with respect to an employee  benefit plan for a purpose he
or she  reasonably  believes to be in the  interest of the  participants  in and
beneficiaries  of the plan shall be conduct that satisfies the above standard of
conduct requirements for indemnification under the Bylaws.

     Article VIII of the Bylaws  further  requires the Company to indemnify  any
officer  or  director  against  judgments,  penalties,  fines,  settlements  and
reasonable expenses, including legal expenses, actually incurred by such officer
or director in connection with the Proceeding.  Nevertheless,  if the Proceeding
was by or in the  right  of the  Company,  indemnification  shall  be made  only
against  such  reasonable  expenses  and  shall  not be made in  respect  of any
Proceeding  in which the  officer or  director  shall have been  adjudged  to be
liable to the Company.

     The Bylaws further  require that the Company  advance  reasonable  expenses
incurred by an officer or director as a party to a  Proceeding  with  respect to
which indemnity is to be provided under the Bylaws if: (1) the Company  receives
certain  affirmations  from the officer or director  stating a belief that he or
she has met the  required  standard  of  conduct  for  indemnification,  (2) the
Company receives a written undertaking to repay the expenses if it is ultimately
determined  the  officer or  director  did not meet the  requisite  standard  of
conduct and (3) the board of directors (or other decision maker) determines that
the facts  then  known to the  board  (or  decision  maker)  would not  preclude
indemnification under Kentucky law.

     Determinations as to the standard of conduct are made by majority vote of a
quorum of the board of directors consisting of directors not at the time parties
to the Proceeding.  If such a quorum cannot be obtained,  the Bylaws provide for
the decision to be made by a disinterested  committee of the board of directors,
special legal counsel or the Company's shareholders.

     For purposes of indemnification, the Bylaws define "officer" and "director"
as follows:

     (1)  "Officer"  means  any  person  serving  as  Chairman  of the  Board of
          Directors,  President, Vice President, Treasurer, Secretary, Financial
          Officer, General Counsel or any other officer of the Company; and

     (2)  "Director" means an individual who is or was a director of the Company
          or an  individual  who,  while a director  of the  Company,  is or was
          serving at the request of the Company as a director, officer, partner,
          trustee, employee or agent of another foreign or domestic corporation,
          partnership,  joint  venture,  trust,  employee  benefit plan or other
          enterprise. A director shall be considered serving an employee benefit
          plan at the request of the Company if his or her duties to the Company
          also impose duties on, or otherwise involve services by, him or her to
          the  plan  or  to  participants  in  or  beneficiaries  of  the  plan.
          "Director" includes, unless the context requires otherwise, the estate
          or personal representative of a director.


B.  Permissive Indemnification

     Further  Section  8.3  of  the  Bylaws  states  that   notwithstanding  any
limitation  imposed  by the  Bylaws  and  in  addition  to  the  indemnification
requirements set forth in the Bylaws, the Company,  to the full extent permitted
by law, may agree by contract or otherwise to indemnify  any officer or director
and  hold  him  or  her  harmless  against  any  judgments,   penalties,  fines,
settlements and reasonable expenses actually incurred or reasonably  anticipated
in connection  with any  Proceeding in which any officer or director is a party,
provided the officer or director was made a party to such  Proceeding  by reason
of the fact that he or she is or was an officer or director of the Company or by
reason of any  inaction,  nondisclosure,  action  or  statement  made,  taken or
omitted by or on behalf of the officer or director  with  respect to the Company
or by or on behalf of the  officer  or  director  in his or her  capacity  as an
officer or director.

     Under Kentucky law,  indemnification of corporate directors and officers is
governed by Sections  271B.8-500  through  271B.8-580  of the  Kentucky  Revised
Statutes  (the  "Act").  Under  the  Act,  a  person  may  be  indemnified  by a
corporation against judgments,  fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) actually and necessarily incurred by him in
connection  with any  threatened  or pending  suit or  proceeding  or any appeal
thereof  (other than an action by or in the right of the  corporation),  whether
civil or criminal, by reason of the fact that he is or was a director or officer
of the  corporation or is or was serving at the request of the  corporation as a
director or officer,  employee  or agent of another  corporation  of any type or
kind, domestic or foreign, if such director or officer acted in good faith for a
purpose  which  he  reasonably  believed  to be in  the  best  interest  of  the
corporation  and, in criminal actions or proceedings  only, in addition,  had no
reasonable  cause  to  believe  that  his  conduct  was  unlawful.   A  Kentucky
corporation  may indemnify a director or officer  thereof in a suit by or in the
right of the  corporation  against  amounts paid in  settlement  and  reasonable
expenses,  including  attorneys'  fees,  actually and necessarily  incurred as a
result  of such  suit if such  director  or  officer  acted in good  faith for a
purpose  which  he  reasonably  believed  to be in  the  best  interests  of the
corporation.

C.        Insurance

     Pursuant  to the  authority  granted  to the Board in  Article  VIII of the
Bylaws, the Company maintains  insurance on behalf of all officers and directors
against  certain  liabilities  that may be asserted  against them or incurred by
them in their capacity or arising out of their status as an officer or director.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

The following Exhibits are filed herein:

Exhibit No.    Description


   4.1         Amended and Restated  Articles of Incorporation of the Registrant
               (incorporated  by reference to Quarterly  Report on Form 10-Q for
               the quarterly period ended June 30, 1998[File No. 000-14412])

   4.2         Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference to Annual Report of Form 10-K for the fiscal year ended
               December 31, 1997 [ File No. 000-14412])

   4.3         Amendments to Bylaws of the Registrant (incorporated by reference
               to Quarterly  Report on Form 10-Q for the quarterly  period ended
               March 31, 2003 [File No. 000-14412]).

    5          Opinion of Stoll, Keenon & Park, LLP

   10          Farmers Capital Bank Corporation Employee Stock Purchase Plan

  23.1         Consent of Independent  Registered  Public Accounting Firm (Crowe
               Chizek and Company LLC)

  23.2         Consent of Independent  Registered  Public  Accounting Firm (KPMG
               LLP)

  23.3         Consent of Stoll, Keenon & Park, LLP (included in Exhibit 5)

   24          Power of Attorney is included with the signature  page in Part II
               of this filing



Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:
          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;
          (ii) 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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Commission  pursuant  to Rule  424(b) (17  C.F.R.  Sec.
               230.424(b)) if, in the aggregate, the changes in volume and price
               represent  no more  than  20%  change  in the  maximum  aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.
          (iii)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 (a)(1)(i) and (a)(1)(ii) above do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  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.

     (2)  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.

     (3)  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.

(b)  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 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  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  Securities  Exchange  Act of  1933  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   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  Frankfort,  Commonwealth  of Kentucky,  on June 24,
2004.

                                By:      /s/ G. Anthony Busseni
                                         -------------------------------------
                                         G. Anthony Busseni
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints G. Anthony Busseni,  C. Douglas  Carpenter,  and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his 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, and to make any and all state securities law
or blue sky filings,  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  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
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  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature                            Title                              Date

/s/ G. Anthony Busseni      President, Chief Executive Officer     June 24, 2004
--------------------------  and Director (Principal Executive
G. Anthony Busseni          Officer of the Registrant)


/s/ Frank W. Sower, Jr.     Chairman                               June 24, 2004
--------------------------
Frank W. Sower, Jr.


/s/ Gerald R. Hignite       Director                               June 24, 2004
--------------------------
Gerald R. Hignite


/s/ Lloyd C. Hillard, Jr.   Director                               June 24, 2004
--------------------------
Lloyd C. Hillard, Jr.


/s/ Cecil D. Bell, Jr.      Director                               June 24, 2004
--------------------------
Cecil D. Bell, Jr.


/s/ Shelley S. Sweeney      Director                               June 24, 2004
--------------------------
Shelley S. Sweeney


                            Director                               June 24, 2004
--------------------------
Donald J Mullineaux


/s/ Harold G. Mays          Director                               June 24, 2004
--------------------------
Harold G. Mays

                            Director                               June 24, 2004
--------------------------
Dr. John D. Sutterlin


/s/ Michael M. Sullivan     Director                               June 24, 2004
--------------------------
Michael M. Sullivan


/s/ J. Barry Banker         Director                               June 24, 2004
--------------------------
J. Barry Banker


/s/ Robert Roach, Jr.       Director                               June 24, 2004
--------------------------
Robert Roach, Jr.


/s/ C. Douglas Carpenter    Vice President, Secretary and          June 24, 2004
--------------------------  CFO (principal financial and
C Douglas Carpenter         accounting officer)


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.    Description

    4.1        Amended and Restated  Articles of Incorporation of the Registrant
               (incorporated  by reference to Quarterly  Report on Form 10-Q for
               the quarterly period ended June 30, 1998[File No. 000-14412])

    4.2        Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference to Annual Report on Form 10-K for the fiscal year ended
               December 31, 1997 [ File No. 000-14412])

    4.3        Amendments to Bylaws of the Registrant (incorporated by reference
               to Quarterly  Report of Form 10-Q for the quarterly  period ended
               March 31, 2003 [File No. 000-14412]).

    5          Opinion of Stoll, Keenon & Park, LLP

   10          Farmers Capital Bank Corporation Employee Stock Purchase Plan

   23.1        Consent of Independent  Registered  Public Accounting Firm (Crowe
               Chizek and Company LLC)

   23.2        Consent of Independent  Registered  Public  Accounting Firm (KPMG
               LLP)

   23.3        Consent of Stoll, Keenon & Park, LLP (included in Exhibit 5)

   24          Power of Attorney is included with the signature  page in Part II
               of this filing




<PAGE>
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{"company-data": {"conformed-name": "FARMERS CAPITAL BANK CORP", "cik": "0000713095", "assigned-sic": "6021", "irs-number": "611017851", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116801", "film-number": "04878559"}, "business-address": {"street1": "PO BOX 309", "street2": "202 W MAIN ST", "city": "FRANKFORT", "state": "KY", "zip": "40602", "phone": "5022271668"}, "mail-address": {"street1": "P O BOX 309", "street2": "202 WEST MAIN STREET", "city": "FRANKFORT", "state": "KY", "zip": "40602"}}
As filed with the Securities and Exchange Commission on June 24, 2004
                                               Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

      ---------------------------------------------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
      ---------------------------------------------------------------------
                        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
              incorporation or organization)       Identification No.)

               P.O. Box 309, 202 W. Main St., Frankfort, KY 40602
               (Address of Principal Executive Offices) (Zip Code)

          Farmers Capital Bank Corporation Employee Stock Purchase Plan
                            (Full title of the plan)

                      G. Anthony Busseni, President and CEO
                        Farmers Capital Bank Corporation
                                  P.O. Box 309
                                 202 W. Main St.
                               Frankfort, KY 40602
                     (Name and address of agent for service)

                                 (502) 227-1668
          (Telephone number, including area code, of agent for service)

                                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
Title of each                              Proposed maximum   Proposed maximum
class of securities        Amount to be    offering price     aggregate offering    Amount of
to be registered           registered      per share          price                 registration fee
-------------------------------------------------------------------------------------------------------
Common Stock,
$.125 par value per share     50,000         $31.95(1)          $1,597,500(1)           $203
-------------------------------------------------------------------------------------------------------

(1) The  exercise  price for  options for 50,000  shares is  unknown.  Estimated
solely for the purpose of  calculating  the  registration  fee  pursuant to Rule
457(c)  based on the  average of the low and high prices on June 21, 2004 on the
NASDAQ SmallCap Market.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s)  containing the information  specified in this Part I will
be  sent or  given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities Act of 1933. In accordance with Rule 428 and the requirements of Part
I of Form S-8,  such  documents  are not being  filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  either  as part of this  Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II
             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference

The  following   documents  filed  by  Farmers  Capital  Bank  Corporation  (the
"Company") with the Commission are incorporated herein by reference:

     (i)  the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 2003 (File No. 000-14412);

     (ii) the Company's  Current Report on Form 8-K dated January 16, 2004 (File
          No. 000-14412);

    (iii) the  Company's  Current  Report on Form 8-K dated  February  13,  2004
          (File No. 000-14412);

     (iv) the  Company's  Current  Report on Form 8-K dated April 19, 2004 (File
          No. 000-14412);

     (v)  the Company's  Quarterly  Report on Form 10-Q for the quarterly period
          ended March 31, 2004 (File No. 000-14412);

     (vi) those portions of the Company's  definitive  Proxy Statement (File No.
          000-14412)  for it's Annual  Meeting of  Shareholders  held on May 11,
          2004 that are  incorporated  by reference into Items 11, 12, 13 and 14
          of the Company's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 2003 (File No. 000-14412);

   (vii)  those  portions of the Company's  2003 Annual  Report to  Shareholders
          (filed along with and as Exhibit 13 to the Company's  Annual Report on
          Form 10-K for the  fiscal  year  ended  December  31,  2003)  that are
          incorporated  by  reference  into  Items  5,  7,  7A,  8 and 15 of the
          Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          December 31, 2003 (File No. 000-14412); and

   (viii) the  description  of the  Company's  common  stock  contained in the
          Company's Registration Statement on Form 8-A.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Securities  Exchange  Act of 1934  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
indicating  that all securities  offered hereby have been sold or  deregistering
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.
Description of Securities

Not applicable.

Item 5.
Interests of Named Experts and Counsel

Not applicable.

Item 6.
Indemnification of Directors and Officers

A.   Mandatory Indemnification

     Article VIII of the Company's  Amended and Restated  Bylaws (the  "Bylaws")
requires the Company to indemnify any officer or director who is made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative  (any  "Proceeding") by reason of the
fact that such person is or was an officer or director if:

     (1)  such officer or director conducted himself in good faith; and

     (2)  such officer or director reasonably believed:

          (i)  in the case of conduct in his official capacity with the Company,
               that his conduct was in the best interests of the Company; and

          (ii) in all other cases,  that his conduct was at least not opposed to
               the best interests of the Company; and

     (3)  in the case of any criminal Proceeding,  he had no reasonable cause to
          believe his conduct was unlawful.

A director's  conduct with respect to an employee  benefit plan for a purpose he
or she  reasonably  believes to be in the  interest of the  participants  in and
beneficiaries  of the plan shall be conduct that satisfies the above standard of
conduct requirements for indemnification under the Bylaws.

     Article VIII of the Bylaws  further  requires the Company to indemnify  any
officer  or  director  against  judgments,  penalties,  fines,  settlements  and
reasonable expenses, including legal expenses, actually incurred by such officer
or director in connection with the Proceeding.  Nevertheless,  if the Proceeding
was by or in the  right  of the  Company,  indemnification  shall  be made  only
against  such  reasonable  expenses  and  shall  not be made in  respect  of any
Proceeding  in which the  officer or  director  shall have been  adjudged  to be
liable to the Company.

     The Bylaws further  require that the Company  advance  reasonable  expenses
incurred by an officer or director as a party to a  Proceeding  with  respect to
which indemnity is to be provided under the Bylaws if: (1) the Company  receives
certain  affirmations  from the officer or director  stating a belief that he or
she has met the  required  standard  of  conduct  for  indemnification,  (2) the
Company receives a written undertaking to repay the expenses if it is ultimately
determined  the  officer or  director  did not meet the  requisite  standard  of
conduct and (3) the board of directors (or other decision maker) determines that
the facts  then  known to the  board  (or  decision  maker)  would not  preclude
indemnification under Kentucky law.

     Determinations as to the standard of conduct are made by majority vote of a
quorum of the board of directors consisting of directors not at the time parties
to the Proceeding.  If such a quorum cannot be obtained,  the Bylaws provide for
the decision to be made by a disinterested  committee of the board of directors,
special legal counsel or the Company's shareholders.

     For purposes of indemnification, the Bylaws define "officer" and "director"
as follows:

     (1)  "Officer"  means  any  person  serving  as  Chairman  of the  Board of
          Directors,  President, Vice President, Treasurer, Secretary, Financial
          Officer, General Counsel or any other officer of the Company; and

     (2)  "Director" means an individual who is or was a director of the Company
          or an  individual  who,  while a director  of the  Company,  is or was
          serving at the request of the Company as a director, officer, partner,
          trustee, employee or agent of another foreign or domestic corporation,
          partnership,  joint  venture,  trust,  employee  benefit plan or other
          enterprise. A director shall be considered serving an employee benefit
          plan at the request of the Company if his or her duties to the Company
          also impose duties on, or otherwise involve services by, him or her to
          the  plan  or  to  participants  in  or  beneficiaries  of  the  plan.
          "Director" includes, unless the context requires otherwise, the estate
          or personal representative of a director.

B.  Permissive Indemnification

     Further  Section  8.3  of  the  Bylaws  states  that   notwithstanding  any
limitation  imposed  by the  Bylaws  and  in  addition  to  the  indemnification
requirements set forth in the Bylaws, the Company,  to the full extent permitted
by law, may agree by contract or otherwise to indemnify  any officer or director
and  hold  him  or  her  harmless  against  any  judgments,   penalties,  fines,
settlements and reasonable expenses actually incurred or reasonably  anticipated
in connection  with any  Proceeding in which any officer or director is a party,
provided the officer or director was made a party to such  Proceeding  by reason
of the fact that he or she is or was an officer or director of the Company or by
reason of any  inaction,  nondisclosure,  action  or  statement  made,  taken or
omitted by or on behalf of the officer or director  with  respect to the Company
or by or on behalf of the  officer  or  director  in his or her  capacity  as an
officer or director.

     Under Kentucky law,  indemnification of corporate directors and officers is
governed by Sections  271B.8-500  through  271B.8-580  of the  Kentucky  Revised
Statutes  (the  "Act").  Under  the  Act,  a  person  may  be  indemnified  by a
corporation against judgments,  fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) actually and necessarily incurred by him in
connection  with any  threatened  or pending  suit or  proceeding  or any appeal
thereof  (other than an action by or in the right of the  corporation),  whether
civil or criminal, by reason of the fact that he is or was a director or officer
of the  corporation or is or was serving at the request of the  corporation as a
director or officer,  employee  or agent of another  corporation  of any type or
kind, domestic or foreign, if such director or officer acted in good faith for a
purpose  which  he  reasonably  believed  to be in  the  best  interest  of  the
corporation  and, in criminal actions or proceedings  only, in addition,  had no
reasonable  cause  to  believe  that  his  conduct  was  unlawful.   A  Kentucky
corporation  may indemnify a director or officer  thereof in a suit by or in the
right of the  corporation  against  amounts paid in  settlement  and  reasonable
expenses,  including  attorneys'  fees,  actually and necessarily  incurred as a
result  of such  suit if such  director  or  officer  acted in good  faith for a
purpose  which  he  reasonably  believed  to be in  the  best  interests  of the
corporation.

C.        Insurance

     Pursuant  to the  authority  granted  to the Board in  Article  VIII of the
Bylaws, the Company maintains  insurance on behalf of all officers and directors
against  certain  liabilities  that may be asserted  against them or incurred by
them in their capacity or arising out of their status as an officer or director.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

The following Exhibits are filed herein:

Exhibit No.    Description

   4.1         Amended and Restated  Articles of Incorporation of the Registrant
               (incorporated  by reference to Quarterly  Report on Form 10-Q for
               the quarterly period ended June 30, 1998[File No. 000-14412])

   4.2         Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference to Annual Report of Form 10-K for the fiscal year ended
               December 31, 1997 [ File No. 000-14412])

   4.3         Amendments to Bylaws of the Registrant (incorporated by reference
               to Quarterly  Report on Form 10-Q for the quarterly  period ended
               March 31, 2003 [File No. 000-14412]).

    5          Opinion of Stoll, Keenon & Park, LLP

   10          Farmers Capital Bank Corporation Employee Stock Purchase Plan

  23.1         Consent of Independent  Registered  Public Accounting Firm (Crowe
               Chizek and Company LLC)

  23.2         Consent of Independent  Registered  Public  Accounting Firm (KPMG
               LLP)

  23.3         Consent of Stoll, Keenon & Park, LLP (included in Exhibit 5)

   24          Power of Attorney is included with the signature  page in Part II
               of this filing

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:
          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;
          (ii) 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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Commission  pursuant  to Rule  424(b) (17  C.F.R.  Sec.
               230.424(b)) if, in the aggregate, the changes in volume and price
               represent  no more  than  20%  change  in the  maximum  aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.
          (iii)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 (a)(1)(i) and (a)(1)(ii) above do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  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.

     (2)  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.

     (3)  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.

(b)  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 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  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  Securities  Exchange  Act of  1933  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   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  Frankfort,  Commonwealth  of Kentucky,  on June 24,
2004.

                                By:      /s/ G. Anthony Busseni
                                         -------------------------------------
                                         G. Anthony Busseni
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints G. Anthony Busseni,  C. Douglas  Carpenter,  and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his 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, and to make any and all state securities law
or blue sky filings,  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  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
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  has been signed below by the  following  persons in the
capacities and on the date indicated.

Signature                            Title                              Date

/s/ G. Anthony Busseni      President, Chief Executive Officer     June 24, 2004
--------------------------  and Director (Principal Executive
G. Anthony Busseni          Officer of the Registrant)

/s/ Frank W. Sower, Jr.     Chairman                               June 24, 2004
--------------------------
Frank W. Sower, Jr.

/s/ Gerald R. Hignite       Director                               June 24, 2004
--------------------------
Gerald R. Hignite

/s/ Lloyd C. Hillard, Jr.   Director                               June 24, 2004
--------------------------
Lloyd C. Hillard, Jr.

/s/ Cecil D. Bell, Jr.      Director                               June 24, 2004
--------------------------
Cecil D. Bell, Jr.

/s/ Shelley S. Sweeney      Director                               June 24, 2004
--------------------------
Shelley S. Sweeney

                            Director                               June 24, 2004
--------------------------
Donald J Mullineaux

/s/ Harold G. Mays          Director                               June 24, 2004
--------------------------
Harold G. Mays

                            Director                               June 24, 2004
--------------------------
Dr. John D. Sutterlin

/s/ Michael M. Sullivan     Director                               June 24, 2004
--------------------------
Michael M. Sullivan

/s/ J. Barry Banker         Director                               June 24, 2004
--------------------------
J. Barry Banker

/s/ Robert Roach, Jr.       Director                               June 24, 2004
--------------------------
Robert Roach, Jr.

/s/ C. Douglas Carpenter    Vice President, Secretary and          June 24, 2004
--------------------------  CFO (principal financial and
C Douglas Carpenter         accounting officer)
EXHIBIT INDEX

Exhibit No.    Description

    4.1        Amended and Restated  Articles of Incorporation of the Registrant
               (incorporated  by reference to Quarterly  Report on Form 10-Q for
               the quarterly period ended June 30, 1998[File No. 000-14412])

    4.2        Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference to Annual Report on Form 10-K for the fiscal year ended
               December 31, 1997 [ File No. 000-14412])

    4.3        Amendments to Bylaws of the Registrant (incorporated by reference
               to Quarterly  Report of Form 10-Q for the quarterly  period ended
               March 31, 2003 [File No. 000-14412]).

    5          Opinion of Stoll, Keenon & Park, LLP

   10          Farmers Capital Bank Corporation Employee Stock Purchase Plan

   23.1        Consent of Independent  Registered  Public Accounting Firm (Crowe
               Chizek and Company LLC)

   23.2        Consent of Independent  Registered  Public  Accounting Firm (KPMG
               LLP)

   23.3        Consent of Stoll, Keenon & Park, LLP (included in Exhibit 5)

   24          Power of Attorney is included with the signature  page in Part II
               of this filing