As filed with the Securities and Exchange Commission on
                           September 8, 1998
                          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

                               Kentucky 61-1017851

                              202 West Main Street
                            Frankfort, Kentucky 40601

                        FARMERS CAPITAL BANK CORPORATION
                         NONQUALIFIED STOCK OPTION PLAN

                          James H. Childers, Secretary
                        Farmers Capital Bank Corporation
                              1 Farmers Bank Plaza
                            Frankfort, Kentucky 40601
                                 (502) 227-1600

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Title of Securities to   Amount to be           Proposed maximum       Proposed maximum       Amount of
be registered            registered(1)          offering price per     aggregate offering     registration fee
                                                share(2)               price(1)(2)
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                      <C>                    <C>                    <C>                    <C>      
Common Stock, par        450,000                $24.50                 $11,025,000            $3,252.38
value $0.125 per share
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

         (1) On January 26, 1998,  the Company's  Board of Directors  approved a
two-for-one  stock split of its Common Stock and directed  that the Common Stock
offered  under  the  Company's   Nonqualified  Stock  Option  Plan  be  adjusted
accordingly.  The  amount  of  Common  Stock  to  be  registered  hereunder  is,
therefore,  double the amount of Common Stock originally  contemplated under the
Plan.

         (2) Based  upon the  Company's  two-for-one  stock  split of its Common
Stock on January 26,  1998,  the  offering  price per share of stock  registered
hereunder is one-half of the offering price of the stock originally contemplated
under the Plan.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: The document(s) containing the information required by Item 1 of this
Form S-8 and the statement of  availability  of information  of Farmers  Capital
Bank Corporation,  and other information required by Item 2 of this Form will be
sent or given to employees as specified by Rule 428 under the  Securities Act of
1933, as amended (the  "Securities  Act").  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 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, 1997;

               (ii) the Company's  Quarterly  Report on Form 10-Q for the fiscal
          quarter ended on March 31, 1998;

               (iii) the Company's  Quarterly Report on Form 10-Q for the fiscal
          quarter ended on June 30, 1998; and

               (iv) the Company's  Current Report  on Form 8-K dated January 30,
          1998; and

               (v) the  description of the Company's  common stock  contained in
          the  Company's  registration  statement  filed under Section 12 of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          including all  amendments or reports filed for the purpose of updating
          such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d)  of the  Exchange  Act  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

         The validity of the Common Stock offered hereby has been passed upon by
James H. Childers, Esq., Executive Vice President, Secretary and General Counsel
of the Company.  Mr. Childers  currently owns  beneficially  15,604.16 shares of
Common Stock of the Company and will be entitled to acquire an additional 20,000
shares of Common Stock pursuant to the Plan.

Item 6.  Indemnification of Directors and Officers

         Sections  271B.8-500  through 580 of the Kentucky Business  Corporation
Act contain detailed provisions for indemnification of directors and officers of
Kentucky  corporations  against  judgments,  penalties,  fines,  settlements and
reasonable  expenses in  connection  with  litigation.  Under  Kentucky law, the
provisions of a company's articles and by-laws may govern the indemnification of
officers and directors in lieu of the  indemnification  provided for by statute.
The Company has elected to indemnify its officers and directors  pursuant to its
Articles, and its By-laws, as amended,  rather than to have such indemnification
governed by the statutory provisions.

         Article XII of the Company's  Articles limits the liability of each and
all of the  directors to the  greatest  extent  permitted by law. The  Company's
By-laws require  indemnification  of officers and directors of the Company under
certain circumstances.

         The Company has purchased  insurance which insures  (subject to certain
terms and conditions,  exclusions and  deductibles)  the Company against certain
costs  which  it  might  be  required  to pay by way of  indemnification  of its
directors or officers  under its Articles or By-laws,  or otherwise and protects
individual  directors and officers from certain  losses for which they might not
be indemnified by the Company. In addition,  the Company has purchased insurance
which  provides  liability  coverage  (subject to certain terms and  conditions,
exclusions and  deductibles)  for amounts which the Company,  or the fiduciaries
under its employee benefit plans, which may include its directors,  officers and
employees, might be required to pay as a result of a breach of fiduciary duty.

Item 7.  Exemption from Registration Claimed

         Not Applicable.


Item 8.  Exhibits

          Company's Amended and Restated Articles of Incorporation,  as filed on
          December  14, 1982,  incorporated  by reference to Exhibit 3(i) to the
          Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended
          June 30, 1998 (the "June 30, 1998 Quarterly Report").

          Company's Articles of Amendment to its Articles of Incorporation, as
          filed on April 8, 1986,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

          Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 12,  1987,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

          Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 9, 1989, incorporated by reference to Exhibit 3(i) to the
          June 30, 1998 Quarterly Report.

          Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on June 3, 1998,  incorporated  by  reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

          Company's  Amended and Restated  Bylaws  incorporated  by reference to
          Exhibit  3(ii) to the  Company's  Annual  Report  on Form 10-K for the
          fiscal year ended December 31, 1997.

          Farmers  Capital  Bank  Corporation  Nonqualified  Stock  Option  Plan
          (incorporated  by  reference  to  Appendix  A to the  Company's  Proxy
          Statement   filed   electronically   on  March  31,   1998  (File  No.
          000-14412)).

          Opinion of James H. Childers, Esq.

          Consent of KPMG Peat Marwick LLP.

          Power of Attorney.

          Amendments to the Farmers Capital Bank Corporation  Nonqualified Stock
          Option Plan dated August 24, 1998.

Item 9.  Undertakings

         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 (the "Securities Act") unless the information required to
be included in such  post-effective  amendment 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 Exchange Act that are  incorporated  by reference in
the registration statement;

     (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
unless the information required to be included in such post-effective  amendment
is contained in periodic reports filed by the Registrant  pursuant to Section 13
or Section 15(d) of the Exchange Act that are  incorporated  by reference in the
registration statement; and

     (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.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  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 of  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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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  and   Commonwealth  of  Kentucky  on
September 8, 1998.


                                            By:    /s/ James H. Childers
                                                   ---------------------
                                                   James H. Childers
                                                   Executive Vice President,
                                                   General Counsel and Secretary



<PAGE>


     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement  has been  signed  below by the  following  persons  on  behalf of the
Registrant and in the capacities indicated on September 8, 1998.

         Signature                  Title

/s/Charles S. Boyd
-------------------------     President, Chief Executive Officer and Director
Charles S. Boyd               (principal executive officer of the Registrant)


-------------------------     Chairman
Frank W. Sower, Jr.


-------------------------     Director
James E. Bondurant


-------------------------     Director
John P. Stewart


-------------------------     Director
Lloyd C. Hillard

/s/James H. Childers
-------------------------     Director
James H. Childers

/s/G. Anthony Busseni
-------------------------     Director
G. Anthony Busseni


-------------------------     Director
John D. Sutterlin

/s/Robert Roach Jr.
-------------------------     Director
Robert Roach, Jr.

/s/Harold G. Mays
-------------------------     Director
Harold G. Mays

/s/E. Bruce Dungan
-------------------------     Director
E. Bruce Dungan

/s/J. Barry Banker
-------------------------     Director
J. Barry Banker


-------------------------     Director
Cecil D. Bell, Jr.

/s/C. Douglas Carpenter
-------------------------    Vice President and CFO (principal
C. Douglas Carpenter          financial and accounting officer)




By:   /s/ James H. Childers
      ----------------------
      James H. Childers
      Attorney-in-Fact*

September 8, 1998

     *Original  powers  of  attorney  authorizing  Charles  S. Boyd and James H.
Childers and each of them, to sign the  Registration  Statement  and  amendments
thereto  on  behalf  of  the  above-mentioned  directors  and  officers  of  the
Registrant   have  been  filed  with  the  Commission  as  Exhibit  24  to  this
Registration Statement.

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                  Description


     4.1  Company's Amended and Restated Articles of Incorporation,  as filed on
          December  14, 1982,  incorporated  by reference to Exhibit 3(i) to the
          Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended
          June 30, 1998 (the "June 30, 1998 Quarterly Report").

     4.2  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on April 8, 1986,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

     4.3  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 12,  1987,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

     4.4  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 9, 1989, incorporated by reference to Exhibit 3(i) to the
          June 30, 1998 Quarterly Report.

     4.5  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on June 3, 1998,  incorporated  by  reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

     4.6  Company's  Amended and Restated  Bylaws  incorporated  by reference to
          Exhibit  3(ii) to the  Company's  Annual  Report  on Form 10-K for the
          fiscal year ended December 31, 1997.

     4.7  Farmers  Capital  Bank  Corporation  Nonqualified  Stock  Option  Plan
          (incorporated  by  reference  to  Appendix  A to the  Company's  Proxy
          Statement   filed   electronically   on  March  31,   1998  (File  No.
          999-14412)).

     5    Opinion of James H. Childers, Esq.

    23.1  Consent of KPMG Peat Marwick LLP

    23.2  Consent of James H. Childers, Esq. (included as part of Exhibit 5)

     24   Power of Attorney

     99   Amendments to  Farmers Capital Bank Corporation  Nonqualified Stock 
          Option Plan dated August 24, 1998


<PAGE>


                                   Exhibit 4.7
                        Farmers Capital Bank Corporation
                         Nonqualified Stock Option Plan



1.       PURPOSE

The purpose of this Farmers Capital Bank Corporation  Nonqualified  Stock Option
Plan ("the Plan") is to provide a method  whereby those key employees of Farmers
Capital Bank Corporation and its affiliates  (collectively,  "the Company"), who
are  primarily  responsible  for the  management  and  growth  of the  Company's
business  and who are  presently  making and are  expected  to make  substantial
contributions  to the Company's  future  management  and growth,  may be offered
incentives in addition to those  presently  available,  and may be stimulated by
increased  personal  involvement  in the  fortunes and success of the Company to
continue in its service,  thereby advancing the interests of the Company and its
shareholders.  Options  granted to  employees  under the Plan are intended to be
nonqualified  stock options (NQSOS) under the Internal  Revenue Code of 1986, as
amended  (the  "Code").  The word  "affiliate,"  as used in the Plan,  means any
corporation in any unbroken chain of  corporations  beginning or ending with the
Company,  if at the time of the granting of an option,  each  corporation  other
than the last in that chain owns stock possessing fifty percent (50%) or more of
the total  combined  voting  power of all  classes  of stock in one of the other
corporations in the chain.

2.       ADMINISTRATION

The following provisions shall govern the administration of the Plan:

(a) Board or Committee  Administration.  The Plan shall be  administered  by the
Board of Directors  which may delegate its  administrative  powers and authority
under the Plan, in whole or in part, to one or more duly appointed committees of
the Board (including a committee  described in Subsection 2(b) below.) The Board
of  Directors  may from time to time remove  members  from or add members to the
committee.  Vacancies on the committee,  however caused,  shall be filled by the
Board of  Directors.  The  Board of  Directors  may  designate  a  Chairman  and
Vice-Chairman  of the committee  from among the committee  members.  Acts of the
committee  (i) at a  meeting,  held at a time and place and in  accordance  with
rules  adopted by the  committee,  at which a quorum of the committee is present
and  acting,  or (ii)  reduced to and  approved in writing by all members of the
committee, shall be the valid acts of the committee.

(b) Special Rule for Officers and  Directors.  The grant of options to employees
who are officers or  directors of the Company may be made by and all  discretion
with respect to the material terms of the options may be exercised by either (i)
the Board of Directors, or (ii) a duly appointed committee of the Board composed
solely of two or more nonemployee  directors having full authority to act in the
matter.

(c)  Designation.  The Board of Directors  and any  committee(s)  referred to in
Subsection  2(a) or 2(b) is referred to hereinafter as the  "Committee,"  except
where otherwise expressly provided or where the context requires otherwise.

(d) Committee Powers.  The Committee shall effect the grant of options under the
Plan by execution of instruments in writing in a form approved by the Committee.
Subject to the express  terms and  conditions of the Plan,  the Committee  shall
have full power to construe the Plan and the terms of any option  granted  under
the Plan, to prescribe,  amend and rescind rules and regulations relating to the
Plan or options and to make all other determinations  necessary or advisable for
the Plan's administration, including, without limitation, the power to:

(i)  determine  which  persons  meet the  requirements  of  Section 3 hereof for
selection as participants in the Plan;

(ii) determine to whom of the eligible persons, if any, options shall be granted
under the Plan;

(iii) establish the terms and conditions required or permitted to be included in
every option agreement or any amendments thereto;

(iv) specify the number of shares to be covered by each option;

(v) determine the fair market value of shares of the Company's  common stock for
any purpose under the Plan;

(vi) take  appropriate  action to amend any option  hereunder,  provided that no
such action may be taken without the written consent of the affected optionee;

(vii) cancel outstanding options and issue replacement options therefor with the
consent of the affected optionee; and

(viii)  make  all  other  determinations   deemed  necessary  or  advisable  for
administering the Plan.

The Committee's determination on the foregoing matters shall be conclusive.

3.       ELIGIBILITY

The persons who shall be eligible to receive the discretionary  grant of options
under  the  Plan  shall be those  key  employees  and  officers  of the  Company
(including  employees and officers of the Company who are also  directors of the
Company)  selected for  participation  by the  Committee  ("Eligible  Persons").
Notwithstanding  any other  provision of the Plan,  no Eligible  Person shall be
granted  options  to  purchase  more than an  aggregate  number of shares of the
Company's  common stock under the Plan which the Company may determine from time
to time, as adjusted pursuant to Section 7.

4.       THE SHARES

The shares of stock  subject to options  authorized to be granted under the Plan
shall consist of 225,000  shares of the  Company's  $0.25 par value Common Stock
(the  "Shares"),  or the number and kind of shares of stock or other  securities
which  shall be  substituted  for the  Shares  or to which the  Shares  shall be
adjusted as provided in Section 7 hereof. Upon the expiration or termination for
any reason of an outstanding  option under the Plan which has not been exercised
in full, all unissued  Shares  thereunder  shall again become  available for the
grant of options under the Plan.  Shares of the Company's common stock which are
(i) delivered by an optionee in payment of the exercise  price of an option,  or
(ii)  delivered  by an  optionee,  or withheld  by the  Company  from the shares
otherwise  due  upon  exercise  of an  option,  in  satisfaction  of  applicable
withholding  taxes,  shall again become available for the grant of options under
the Plan.

5.       NONQUALIFIED STOCK OPTION TERMS AND CONDITIONS

Each  option  granted  under  the Plan  shall be  authorized  by  action  of the
Committee  and shall be  evidenced  by a written  agreement  in such form as the
Committee shall from time to time approve, which agreement shall comply with and
be subject to the following terms and conditions:

(a) Exercise  Price.  The exercise  price of each option shall be $49.00,  which
equals one hundred  percent  (100%) of the fair  market  value of a Share of the
Company on the date September 9, 1997.

(b) Duration of Options.  No option shall be exercisable after the expiration of
ten (10) years from the date on which that option is granted.

(c) Right to Exercise.  Each nonqualified  stock option shall become exercisable
and vest according to the terms and conditions  established by the Committee and
reflected in the written agreement evidencing the option.

(d)  Terminations  of Options.  If an  optionee  ceases to be an employee of the
Company,  his or her  rights to  exercise  an option  then held shall be only as
follows:

DEATH:  If an  optionee  dies while he or she is employed  by the  Company,  the
optionee's  estate  shall have the right for a period of six (6) months (or such
longer  period as the Committee may determine at the date of grant or during the
term of the option) after the date of death to exercise the option to the extent
the optionee was entitled to exercise the option on that date, provided the date
of exercise is in no event after the  expiration  of the term of the option.  To
the extent the option is not  exercised  within  this  period,  the option  will
terminate. An optionee's "estate" shall mean the optionee's legal representative
or any  person who  acquires  the right to  exercise  an option by reason of the
optionee's death.

DISABILITY:  If an  optionee's  employment  with the  Company  ends  because the
optionee becomes disabled,  the optionee or his or her qualified  representative
(in the event of the optionee's  mental  disability)  shall have the right for a
period of twelve (12) months after the date on which the  optionee's  employment
ends to exercise  the option to the extent the optionee was entitled to exercise
the option on that date,  provided the date of exercise is in no event after the
expiration of the term of the option.  To the extent the option is not exercised
within this period, the option will terminate.

RESIGNATION:  If an optionee  voluntarily resigns from the Company, the optionee
shall  have  the  right  for a period  of three  (3)  months  after  the date of
resignation  to exercise  the option to the extent the  optionee was entitled to
exercise  the option on that date,  provided the date of exercise is in no event
after the expiration of the term of the option.  To the extent the option is not
exercised within this period, the option will terminate.

TERMINATION  FOR  REASONS  OTHER THAN  CAUSE:  If an  optionee's  employment  is
terminated by the Company for reasons other than cause,  the optionee shall have
the  right for a period of three (3)  months  after the date of  termination  to
exercise  the option to the extent the  optionee  was  entitled to exercise  the
option on that date,  provided  the date of  exercise  is in no event  after the
expiration of the term of the option.  To the extent the option is not exercised
within this period, the option will terminate.  The termination of an optionee's
employment  by  the  Company  will  be  for  reasons  other  than  cause  if the
termination  is NOT due to an act by the optionee that is described  below under
"Termination for Cause."

TERMINATION FOR CAUSE: If an optionee's  employment is terminated by the Company
because the optionee is determined by the Committee to have  committed an act of
embezzlement,  fraud, dishonesty, or breach of fiduciary duty to the Company, or
to have  deliberately  disregarded  the rules of the Company  which  resulted in
loss,  damage,  or injury to the  Company,  or because the optionee has made any
unauthorized disclosure of any of the secrets or confidential information of the
Company, has induced any client or customer of the Company to break any contract
with the Company,  has induced any  principal for whom the Company acts as agent
to  terminate  the  agency  relationship,  or has  engaged in any  conduct  that
constitutes  unfair  competition  with the Company,  the optionee shall have the
right no later than the date of termination to exercise the option to the extent
the optionee was entitled to exercise the option on that date, provided the date
of exercise is in no event after the  expiration  of the term of the option.  To
the extent the option is not exercised on this date, the option will terminate.

6.       ADDITIONAL TERMS AND CONDITIONS OF OPTIONS

The following terms and conditions  shall apply to all options granted  pursuant
to the Plan:

(a) Exercise of Options.  To the extent the right to purchase  Shares has vested
under an optionee's stock option  agreement,  options may be exercised from time
to time by delivering payment therefor in cash,  certified check,  official bank
check,  or the  equivalent  thereof  acceptable  to the Company,  together  with
written notice to the Company at the address  specified in the written agreement
evidencing  the option.  The written  notice  must  identify  the option or part
thereof  being  exercised  and specify the number of Shares for which payment is
being  tendered.  An optionee  may also  exercise an option by the  delivery and
surrender  of Shares  which (i) have been owned by the optionee for at least six
(6) months or for such other period as the Committee may require;  and (ii) have
an aggregate  fair market  value on the date of surrender  equal to the exercise
price. In addition,  an option may be exercised by delivering to the Company (i)
an exercise notice  instructing the Company to deliver the  certificates for the
Shares purchased to a designated  brokerage firm; and (ii) a copy of irrevocable
instructions  delivered to the brokerage  firm to sell the Shares  acquired upon
exercise  of the option and to deliver  to the  Company  from the sale  proceeds
sufficient  cash to pay the  exercise  price and  applicable  withholding  taxes
arising as a result of the exercise. The sale of the Shares, must be a sale back
to the Company.

The Company shall deliver to the optionee,  without transfer or issue tax to the
optionee (or other person  entitled to exercise  the option),  at the  principal
office of the Company,  or such other place as shall be mutually  acceptable,  a
certificate or  certificates  for the Shares acquired under the option dated the
date the option  was  validly  exercised;  provided,  however,  that the time of
delivery  may be postponed by the Company for such period as may be required for
it with  reasonable  diligence  to  comply  with  any  requirements  of law.  In
addition,  an option may be exercised by  delivering to the Company an exercised
notice  instructing  the  Company to  deliver  the  certificates  for the Shares
purchased to the  optionee.  The sale of the Shares,  must be a sale back to the
Company.

(b)  Transferability  of Options and Shares.  Each option shall be  transferable
only by will or the laws of descent and  distribution  and shall be  exercisable
during  the  optionee's  lifetime  only  by the  optionee,  or in the  event  of
disability, the optionee's qualified representative.

(c)  Withholding.  The Company shall have the right to condition the issuance of
Shares upon exercise of an option upon payment by the optionee of any applicable
taxes  required  to be  withheld  under  federal,  state  or  local  tax laws or
regulations  in  connection  with the  exercise.  To the extent  permitted in an
optionee's stock option agreement,  an optionee may elect to pay such tax by (i)
requesting the Company to withhold a sufficient  number of Shares from the total
number of Shares  issuable  upon  exercise  of the option or (ii)  delivering  a
sufficient  number of Shares  which have been held by the  optionee for at least
six (6)  months (or such  other  period as the  Committee  may  require)  to the
Company.  This election is subject to approval or  disapproval by the Committee.
The value of Shares  withheld or delivered shall be the fair market value of the
Shares on the date the exercise becomes taxable as determined by the Committee.

(d) Fair Market Value of Shares.  For any purposes  under the Plan,  fair market
value per Share shall mean,  where there is a public market for the Shares,  the
mean of the bid and  asked  prices  (or the  closing  price if listed on a stock
exchange or the NASDAQ National  Market) of the Shares for the date of grant, as
reported  in the Wall  Street  Journal  (or, if not so  reported,  as  otherwise
reported by the NASDAQ Stock Market or the National Quotation  Bureau).  If this
fair market value  information is not available for the date of grant, then such
information  for the last  preceding  date for  which it is  available  shall be
considered as the fair market value.

(e) Other Terms and Conditions.  Options may also contain such other provisions,
which  shall  not  be  inconsistent  with  any of the  foregoing  terms,  as the
Committee shall deem appropriate.  No option, however, nor anything contained in
the Plan,  shall confer upon any optionee any right to continue in the employ or
in the status as a director  of the  Company,  nor limit in any way the right of
the Company to terminate an optionee's employment at any time.

7.    ADJUSTMENT OF, AND CHANGES IN, THE SHARES

(a)  Changes  in   Capitalization.   Subject  to  any  required  action  by  the
shareholders  of the Company,  the number of Shares covered by each  outstanding
option,  and the number of Shares which have been  authorized for issuance under
the Plan but as to which no options have yet been granted,  as well as the price
per Share covered by each outstanding option, shall be proportionately  adjusted
for any  increase or decrease in the number of issued  Shares  resulting  from a
stock split, reverse stock split, stock dividend, recapitalization,  combination
or  reclassification  of the  Shares,  or any other  increase or decrease in the
number of  issued  Shares  effected  without  receipt  of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board of Directors,  whose
determination in that respect shall be final, binding, and conclusive. Except as
expressly  provided herein, no issuance by the Company of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of Shares subject to an option.

(b)  Dissolution,  Liquidation,  Sale,  or  Merger.  In the event of a  proposed
dissolution or liquidation of the Company,  options  outstanding  under the Plan
shall terminate immediately before the consummation of such proposed action. The
Board will, in such  circumstances,  provide  written notice to the optionees of
the expected dates of termination of outstanding options and consummation of the
proposed  dissolution or liquidation.  In the event there is a change in control
as defined below, all options granted under this Plan shall become fully vested.
Change in control  shall be defined as a change in  ownership  or control of the
Company when any one person, or persons acting as a group, acquires ownership of
stock of the  Company  that,  together  with stock held by such person or group,
possesses more than fifty percent of the total fair market value or total voting
power of the stock of the  Company.  If any one person,  or persons  acting as a
group,  are  considered  to own more than fifty percent of the total fair market
value of the total voting power of the stock of the Company,  the acquisition of
additional  stock by the same  person or  persons is not  considered  to cause a
change in ownership of the Company.

In the event of a proposed sale of all or substantially all of the assets of the
Company,  or the merger of the Company  with or into  another  corporation  in a
transaction in which the Company is not the surviving  corporation,  outstanding
options may be assumed or equivalent options may be substituted by the successor
corporation (or a parent or subsidiary of the successor corporation), unless the
successor  corporation  does not agree to assume the  options  or to  substitute
equivalent  options.  If  outstanding  options are not assumed or substituted by
equivalent options,  all outstanding options shall fully vest upon the execution
of a definitive  agreement of the sale or merger of the Company  (subject to the
actual consummation of the sale or merger) and the Company shall provide written
notice  to the  optionees  of the  expected  dates  of the  consummation  of the
transaction.  If the transaction is not consummated,  unexercised  options shall
continue in accordance with their original terms.

(c) Notice of  Adjustments,  Fractional  Shares.  To the  extent  the  foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Committee,  whose  determination  in that respect shall be final,
binding,  and conclusive.  No right to purchase  fractional  shares shall result
from any  adjustment in options  pursuant to this Section 7. In case of any such
adjustment,  the  shares  subject to the  option  shall be  rounded  down to the
nearest whole share.  Notice of any adjustment  shall be given by the Company to
each  holder  of an  option  which was in fact so  adjusted  and the  adjustment
(whether or not notice is given) shall be effective and binding for all purposes
of the Plan.

No  adjustment  shall be made for dividends or other rights for which the record
date is prior to the date of such  issuance,  except as provided in this Section
7.

Any  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares of any class,  shall not affect the number or price of
Shares subject to the option, and no adjustment by reason thereof shall be made.
The  grant of an option  pursuant  to the Plan  shall not  affect in any way the
right  or  power  of  the  Company  to  make   adjustments,   reclassifications,
reorganizations  or changes of its capital or business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

8.       AMENDMENT AND TERMINATION OF THE PLAN

The Board shall have  complete  power and  authority  to  terminate or amend the
Plan. Except as provided in Section 7, no termination, modification or amendment
of the  Plan  may,  without  the  consent  of  optionees  to whom  options  were
previously  granted  under  the  Plan,  adversely  effect  the  rights  of those
optionees. Any consent required by the preceding sentence may be obtained in any
manner deemed appropriate by the Committee.

The Plan,  unless sooner  terminated,  shall terminate on a date which the Board
may so  specify.  An option may not be granted  under the Plan after the Plan is
terminated.

9.       EFFECTIVENESS OF THE PLAN

The Plan is effective  September  9, 1997,  subject to the  ratification  by the
Company's shareholders at the shareholder's meeting to be held in 1998.

10.      INFORMATION TO OPTIONEES

The Company shall provide to each optionee during the period for which he or she
has one or more outstanding options,  copies of all annual reports and all other
information which is provided to shareholders of the Company.  The Company shall
not be required to provide such  information  to key  employees  whose duties in
connection with the Company assure their access to equivalent information.

11.      PRIVILEGES OF STOCK OWNERSHIP, SECURITIES LAW COMPLIANCE

No optionee  shall be entitled to the  privileges  of stock  ownership as to any
Shares not actually  issued and delivered to the  optionee.  The exercise of any
option under the Plan shall be conditioned  upon the  registration of the Shares
with the SEC and  qualification  of the options and underlying  Shares under the
Kentucky  securities  laws,  unless in the  opinion of  counsel  to the  Company
registration or  qualification  is not necessary.  The Company shall  diligently
endeavor to comply with all  applicable  securities  laws before any options are
granted under the Plan and before any Shares are issued pursuant to the exercise
of such options.

12.      INDEMNIFICATION

To the extent permitted by applicable law in effect from time to time, no member
of the Board or the Committee  shall be liable for any action or omission of any
other  member  of the  Board or  Committee  nor for any act or  omission  on the
member's own part,  excepting only the member's own willful  misconduct or gross
negligence.  The Company shall pay expenses  incurred by, and satisfy a judgment
or fine rendered or levied  against,  a present or former  director or member of
the Committee in any action  against such person  (whether or not the Company is
joined as a party defendant) to impose liability or a penalty on such person for
an act alleged to have been  committed by such person while a director or member
of the Committee arising with respect to the Plan or  administration  thereof or
out of membership on the Committee or by the Company,  or all or any combination
of the preceding;  provided the director or Committee  member was acting in good
faith, within what such director or Committee member reasonably believed to have
been within the scope of his or her  employment  or authority  and for a purpose
which he or she  reasonably  believed to be in the best interests of the Company
or its  shareholders.  Payments  authorized  hereunder  include amounts paid and
expenses incurred in settling any such action or threatened action. This section
does not  apply to any  action  instituted  or  maintained  in the  right of the
Company by a shareholder  or holder of a voting trust  certificate  representing
shares of the Company. The provisions of this section shall apply to the estate,
executor, administrator,  heirs, legatees or devisees of a director or Committee
member,  and the term "person" as used in this section shall include the estate,
executor, administrator, heirs, legatees or devisees of such person.

Date Plan Approved by the Board: September 9, 1997
                                 -----------------

FARMERS CAPITAL BANK CORPORATION

BY: /s/ Charles S. Boyd
    -------------------
Charles S. Boyd
President and Chief Executive Officer




<PAGE>
                                   Exhibit 5
                       OPINION OF JAMES H. CHILDERS, ESQ.

                                September 2, 1998


Farmers Capital Bank Corporation
1 Farmers Bank Plaza
Frankfort, Kentucky  40602

Ladies and Gentlemen:

         As Executive Vice President,  General Counsel, and Secretary of Farmers
Capital  Bank  Corporation,  a  Kentucky  corporation  (the  "Company"),  I have
examined  and am  familiar  with such  documents,  corporate  records  and other
instruments  as I have  deemed  necessary  for the  purposes  of  this  opinion,
including the Farmers Capital Bank  Corporation  Nonqualified  Stock Option Plan
(the "Plan"), the amendments thereto,  the corporate  proceedings of the Company
taken  to  adopt  the  Plan,  and the  Registration  Statement  on Form S-8 (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission for  registration  under the  Securities Act of 1933, as amended,  of
450,000  shares of Common  Stock,  par value of $.125  per  share,  of  ("Common
Stock") to be distributed under the Plan.

         Based upon the  foregoing,  I am of the opinion that when  certificates
representing such shares of Common Stock have been duly executed,  countersigned
by a Transfer  Agent,  registered  by a  Registrar  of the  Company  and paid in
accordance with applicable law and delivered in accordance with the terms of the
Plan, such shares of the Common Stock will be duly  authorized,  validly issued,
fully paid and nonassessable.

         I hereby  consent to the use of my opinion  for filing as an exhibit to
the Registration Statement.

                                                              Very Truly Yours,

                                                           /s/ James H. Childers
                                                           ---------------------
                                                              James H. Childers



<PAGE>
                                  Exhibit 23.1
                        Consent of KPMG Peat Marwick LLP






                        Consent of Independent Auditors
                        -------------------------------


The Board of Directors
Farmers Capital Bank Corporation:



We consent to the  incorporation  by reference  of our report dated  January 15,
1998 on the  consolidated  balance sheet as of December 31, 1997 and the related
consolidated  statements  of income,  changes in  shareholders'  equity and cash
flows for the year ended December 31, 1997 of Farmers  Capital Bank  Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1997.



                           /s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
September 8, 1998

















<PAGE>

                                   Exhibit 24
                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  Directors  and
Officers of FARMERS CAPITAL BANK CORPORATION,  a Kentucky corporation,  which is
about to file a  Registration  Statement  on Form S-8  with the  Securities  and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as  amended,  hereby  constitutes  and  appoints  Charles  S.  Boyd and James H.
Childers,  and each of them his true and lawful  attorneys-in-fact  and  agents,
with full power to act  without  the  others to sign and file such  Registration
Statement and the exhibits thereto and any and all other documents in connection
therewith with the Securities and Exchange Commission, and to do and perform any
and all acts and things  requisite and  necessary to be done in connection  with
the  foregoing  as fully  as he or she  might  or  could  do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

Date:    September 2, 1998


/s/Charles S. Boyd
-------------------------    President, Chief Executive Officer and Director
Charles S. Boyd              (principal executive officer of the Registrant)


-------------------------    Chairman
Frank W. Sower, Jr.


-------------------------    Director
James E. Bondurant


-------------------------    Director
John P. Stewart


-------------------------    Director
Lloyd C. Hillard

/s/James H. Childers
-------------------------    Director
James H. Childers

/s/G. Anthony Busseni
-------------------------    Director
G. Anthony Busseni


-------------------------    Director
John D. Sutterlin

/s/Robert Roach Jr.
-------------------------    Director
Robert Roach, Jr.

/s/Harold G. Mays
-------------------------    Director
Harold G. Mays

/s/E. Bruce Dungan
-------------------------    Director
E. Bruce Dungan

/s/J. Barry Banker
-------------------------    Director
J. Barry Banker


-------------------------    Director
Cecil D. Bell, Jr.

/s/C. Douglas Carpenter
-------------------------    Vice President and CFO 
C. Douglas Carpenter         (principal financial and accounting officer)
                          

<PAGE>

                                   Exhibit 99
           Amendments to Farmers Capital Bank Corporation Nonqualified
                     Stock Option Plan dated August 24, 1998


AMENDMENTS

These  amendments  adopted  this 24th day of August,  1998,  are to that certain
Stock  Option Plan  adopted by the Board of  Directors  of Farmers  Capital Bank
Corporation on September 9, 1997 to wit:

     1. Amend Item 6(a) by deleting from the first  literary  paragraph  thereof
the last  sentence  which  begins  with the word  "The"  and ends  with the word
"Company".

     2. Further amend Item 6(a) by deleting from the second  literary  paragraph
thereof  the last  sentence  which  begins with the word "The" and ends with the
word "Company".

     3. Amend Item 6(d) by adding a sentence at the end thereof as follows, "The
definition contained in this paragraph shall pertain only to future grants."



FARMERS CAPITAL BANK CORPORATION



/s/ Charles S. Boyd
-------------------                                                         
Charles S. Boyd, President and Chief Executive Officer


Date: August 24, 1998                                                        
      ---------------


I, James H. Childers,  Secretary of Farmers Capital Bank Corporation, due hereby
certify  that each of the  participants  in the Stock  Option Plan gave  written
consent to the above amendments.



/s/ James H. Childers                                                  
---------------------
James H. Childers, Secretary


Date: 8/24/98                                                        
     --------------
[{"type": "S-8", "sequence": "1", "description": "FARMERS CAPITAL BANK CORPORATION", "secsgml_size_bytes": 49987}]
{"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": "333-63037", "film-number": "98705498"}, "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
                           September 8, 1998
                          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

                               Kentucky 61-1017851

                              202 West Main Street
                            Frankfort, Kentucky 40601

                        FARMERS CAPITAL BANK CORPORATION
                         NONQUALIFIED STOCK OPTION PLAN

                          James H. Childers, Secretary
                        Farmers Capital Bank Corporation
                              1 Farmers Bank Plaza
                            Frankfort, Kentucky 40601
                                 (502) 227-1600

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Title of Securities to   Amount to be           Proposed maximum       Proposed maximum       Amount of
be registered            registered(1)          offering price per     aggregate offering     registration fee
                                                share(2)               price(1)(2)
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock, par        450,000                $24.50                 $11,025,000            $3,252.38
value $0.125 per share
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) On January 26, 1998,  the Company's  Board of Directors  approved a
two-for-one  stock split of its Common Stock and directed  that the Common Stock
offered  under  the  Company's   Nonqualified  Stock  Option  Plan  be  adjusted
accordingly.  The  amount  of  Common  Stock  to  be  registered  hereunder  is,
therefore,  double the amount of Common Stock originally  contemplated under the
Plan.

         (2) Based  upon the  Company's  two-for-one  stock  split of its Common
Stock on January 26,  1998,  the  offering  price per share of stock  registered
hereunder is one-half of the offering price of the stock originally contemplated
under the Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: The document(s) containing the information required by Item 1 of this
Form S-8 and the statement of  availability  of information  of Farmers  Capital
Bank Corporation,  and other information required by Item 2 of this Form will be
sent or given to employees as specified by Rule 428 under the  Securities Act of
1933, as amended (the  "Securities  Act").  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 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, 1997;

               (ii) the Company's  Quarterly  Report on Form 10-Q for the fiscal
          quarter ended on March 31, 1998;

               (iii) the Company's  Quarterly Report on Form 10-Q for the fiscal
          quarter ended on June 30, 1998; and

               (iv) the Company's  Current Report  on Form 8-K dated January 30,
          1998; and

               (v) the  description of the Company's  common stock  contained in
          the  Company's  registration  statement  filed under Section 12 of the
          Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),
          including all  amendments or reports filed for the purpose of updating
          such description.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d)  of the  Exchange  Act  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

         The validity of the Common Stock offered hereby has been passed upon by
James H. Childers, Esq., Executive Vice President, Secretary and General Counsel
of the Company.  Mr. Childers  currently owns  beneficially  15,604.16 shares of
Common Stock of the Company and will be entitled to acquire an additional 20,000
shares of Common Stock pursuant to the Plan.

Item 6.  Indemnification of Directors and Officers

         Sections  271B.8-500  through 580 of the Kentucky Business  Corporation
Act contain detailed provisions for indemnification of directors and officers of
Kentucky  corporations  against  judgments,  penalties,  fines,  settlements and
reasonable  expenses in  connection  with  litigation.  Under  Kentucky law, the
provisions of a company's articles and by-laws may govern the indemnification of
officers and directors in lieu of the  indemnification  provided for by statute.
The Company has elected to indemnify its officers and directors  pursuant to its
Articles, and its By-laws, as amended,  rather than to have such indemnification
governed by the statutory provisions.

         Article XII of the Company's  Articles limits the liability of each and
all of the  directors to the  greatest  extent  permitted by law. The  Company's
By-laws require  indemnification  of officers and directors of the Company under
certain circumstances.

         The Company has purchased  insurance which insures  (subject to certain
terms and conditions,  exclusions and  deductibles)  the Company against certain
costs  which  it  might  be  required  to pay by way of  indemnification  of its
directors or officers  under its Articles or By-laws,  or otherwise and protects
individual  directors and officers from certain  losses for which they might not
be indemnified by the Company. In addition,  the Company has purchased insurance
which  provides  liability  coverage  (subject to certain terms and  conditions,
exclusions and  deductibles)  for amounts which the Company,  or the fiduciaries
under its employee benefit plans, which may include its directors,  officers and
employees, might be required to pay as a result of a breach of fiduciary duty.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

          Company's Amended and Restated Articles of Incorporation,  as filed on
          December  14, 1982,  incorporated  by reference to Exhibit 3(i) to the
          Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended
          June 30, 1998 (the "June 30, 1998 Quarterly Report").

          Company's Articles of Amendment to its Articles of Incorporation, as
          filed on April 8, 1986,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

          Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 12,  1987,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

          Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 9, 1989, incorporated by reference to Exhibit 3(i) to the
          June 30, 1998 Quarterly Report.

          Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on June 3, 1998,  incorporated  by  reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

          Company's  Amended and Restated  Bylaws  incorporated  by reference to
          Exhibit  3(ii) to the  Company's  Annual  Report  on Form 10-K for the
          fiscal year ended December 31, 1997.

          Farmers  Capital  Bank  Corporation  Nonqualified  Stock  Option  Plan
          (incorporated  by  reference  to  Appendix  A to the  Company's  Proxy
          Statement   filed   electronically   on  March  31,   1998  (File  No.
          000-14412)).

          Opinion of James H. Childers, Esq.

          Consent of KPMG Peat Marwick LLP.

          Power of Attorney.

          Amendments to the Farmers Capital Bank Corporation  Nonqualified Stock
          Option Plan dated August 24, 1998.

Item 9.  Undertakings

         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 (the "Securities Act") unless the information required to
be included in such  post-effective  amendment 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 Exchange Act that are  incorporated  by reference in
the registration statement;

     (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
unless the information required to be included in such post-effective  amendment
is contained in periodic reports filed by the Registrant  pursuant to Section 13
or Section 15(d) of the Exchange Act that are  incorporated  by reference in the
registration statement; and

     (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.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.

     Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  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 of  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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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  and   Commonwealth  of  Kentucky  on
September 8, 1998.

                                            By:    /s/ James H. Childers
                                                   ---------------------
                                                   James H. Childers
                                                   Executive Vice President,
                                                   General Counsel and Secretary
Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement  has been  signed  below by the  following  persons  on  behalf of the
Registrant and in the capacities indicated on September 8, 1998.

         Signature                  Title

/s/Charles S. Boyd
-------------------------     President, Chief Executive Officer and Director
Charles S. Boyd               (principal executive officer of the Registrant)

-------------------------     Chairman
Frank W. Sower, Jr.

-------------------------     Director
James E. Bondurant

-------------------------     Director
John P. Stewart

-------------------------     Director
Lloyd C. Hillard

/s/James H. Childers
-------------------------     Director
James H. Childers

/s/G. Anthony Busseni
-------------------------     Director
G. Anthony Busseni

-------------------------     Director
John D. Sutterlin

/s/Robert Roach Jr.
-------------------------     Director
Robert Roach, Jr.

/s/Harold G. Mays
-------------------------     Director
Harold G. Mays

/s/E. Bruce Dungan
-------------------------     Director
E. Bruce Dungan

/s/J. Barry Banker
-------------------------     Director
J. Barry Banker

-------------------------     Director
Cecil D. Bell, Jr.

/s/C. Douglas Carpenter
-------------------------    Vice President and CFO (principal
C. Douglas Carpenter          financial and accounting officer)

By:   /s/ James H. Childers
      ----------------------
      James H. Childers
      Attorney-in-Fact*

September 8, 1998

     *Original  powers  of  attorney  authorizing  Charles  S. Boyd and James H.
Childers and each of them, to sign the  Registration  Statement  and  amendments
thereto  on  behalf  of  the  above-mentioned  directors  and  officers  of  the
Registrant   have  been  filed  with  the  Commission  as  Exhibit  24  to  this
Registration Statement.
EXHIBIT INDEX

Exhibit No.                  Description

     4.1  Company's Amended and Restated Articles of Incorporation,  as filed on
          December  14, 1982,  incorporated  by reference to Exhibit 3(i) to the
          Company's  Quarterly  Report on Form 10-Q for the fiscal quarter ended
          June 30, 1998 (the "June 30, 1998 Quarterly Report").

     4.2  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on April 8, 1986,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

     4.3  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 12,  1987,  incorporated  by reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

     4.4  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on May 9, 1989, incorporated by reference to Exhibit 3(i) to the
          June 30, 1998 Quarterly Report.

     4.5  Company's  Articles of Amendment to its Articles of Incorporation,  as
          filed on June 3, 1998,  incorporated  by  reference to Exhibit 3(i) to
          the June 30, 1998 Quarterly Report.

     4.6  Company's  Amended and Restated  Bylaws  incorporated  by reference to
          Exhibit  3(ii) to the  Company's  Annual  Report  on Form 10-K for the
          fiscal year ended December 31, 1997.

     4.7  Farmers  Capital  Bank  Corporation  Nonqualified  Stock  Option  Plan
          (incorporated  by  reference  to  Appendix  A to the  Company's  Proxy
          Statement   filed   electronically   on  March  31,   1998  (File  No.
          999-14412)).

     5    Opinion of James H. Childers, Esq.

    23.1  Consent of KPMG Peat Marwick LLP

    23.2  Consent of James H. Childers, Esq. (included as part of Exhibit 5)

     24   Power of Attorney

     99   Amendments to  Farmers Capital Bank Corporation  Nonqualified Stock 
          Option Plan dated August 24, 1998
Exhibit 4.7
                        Farmers Capital Bank Corporation
                         Nonqualified Stock Option Plan

1.       PURPOSE

The purpose of this Farmers Capital Bank Corporation  Nonqualified  Stock Option
Plan ("the Plan") is to provide a method  whereby those key employees of Farmers
Capital Bank Corporation and its affiliates  (collectively,  "the Company"), who
are  primarily  responsible  for the  management  and  growth  of the  Company's
business  and who are  presently  making and are  expected  to make  substantial
contributions  to the Company's  future  management  and growth,  may be offered
incentives in addition to those  presently  available,  and may be stimulated by
increased  personal  involvement  in the  fortunes and success of the Company to
continue in its service,  thereby advancing the interests of the Company and its
shareholders.  Options  granted to  employees  under the Plan are intended to be
nonqualified  stock options (NQSOS) under the Internal  Revenue Code of 1986, as
amended  (the  "Code").  The word  "affiliate,"  as used in the Plan,  means any
corporation in any unbroken chain of  corporations  beginning or ending with the
Company,  if at the time of the granting of an option,  each  corporation  other
than the last in that chain owns stock possessing fifty percent (50%) or more of
the total  combined  voting  power of all  classes  of stock in one of the other
corporations in the chain.

2.       ADMINISTRATION

The following provisions shall govern the administration of the Plan:

(a) Board or Committee  Administration.  The Plan shall be  administered  by the
Board of Directors  which may delegate its  administrative  powers and authority
under the Plan, in whole or in part, to one or more duly appointed committees of
the Board (including a committee  described in Subsection 2(b) below.) The Board
of  Directors  may from time to time remove  members  from or add members to the
committee.  Vacancies on the committee,  however caused,  shall be filled by the
Board of  Directors.  The  Board of  Directors  may  designate  a  Chairman  and
Vice-Chairman  of the committee  from among the committee  members.  Acts of the
committee  (i) at a  meeting,  held at a time and place and in  accordance  with
rules  adopted by the  committee,  at which a quorum of the committee is present
and  acting,  or (ii)  reduced to and  approved in writing by all members of the
committee, shall be the valid acts of the committee.

(b) Special Rule for Officers and  Directors.  The grant of options to employees
who are officers or  directors of the Company may be made by and all  discretion
with respect to the material terms of the options may be exercised by either (i)
the Board of Directors, or (ii) a duly appointed committee of the Board composed
solely of two or more nonemployee  directors having full authority to act in the
matter.

(c)  Designation.  The Board of Directors  and any  committee(s)  referred to in
Subsection  2(a) or 2(b) is referred to hereinafter as the  "Committee,"  except
where otherwise expressly provided or where the context requires otherwise.

(d) Committee Powers.  The Committee shall effect the grant of options under the
Plan by execution of instruments in writing in a form approved by the Committee.
Subject to the express  terms and  conditions of the Plan,  the Committee  shall
have full power to construe the Plan and the terms of any option  granted  under
the Plan, to prescribe,  amend and rescind rules and regulations relating to the
Plan or options and to make all other determinations  necessary or advisable for
the Plan's administration, including, without limitation, the power to:

(i)  determine  which  persons  meet the  requirements  of  Section 3 hereof for
selection as participants in the Plan;

(ii) determine to whom of the eligible persons, if any, options shall be granted
under the Plan;

(iii) establish the terms and conditions required or permitted to be included in
every option agreement or any amendments thereto;

(iv) specify the number of shares to be covered by each option;

(v) determine the fair market value of shares of the Company's  common stock for
any purpose under the Plan;

(vi) take  appropriate  action to amend any option  hereunder,  provided that no
such action may be taken without the written consent of the affected optionee;

(vii) cancel outstanding options and issue replacement options therefor with the
consent of the affected optionee; and

(viii)  make  all  other  determinations   deemed  necessary  or  advisable  for
administering the Plan.

The Committee's determination on the foregoing matters shall be conclusive.

3.       ELIGIBILITY

The persons who shall be eligible to receive the discretionary  grant of options
under  the  Plan  shall be those  key  employees  and  officers  of the  Company
(including  employees and officers of the Company who are also  directors of the
Company)  selected for  participation  by the  Committee  ("Eligible  Persons").
Notwithstanding  any other  provision of the Plan,  no Eligible  Person shall be
granted  options  to  purchase  more than an  aggregate  number of shares of the
Company's  common stock under the Plan which the Company may determine from time
to time, as adjusted pursuant to Section 7.

4.       THE SHARES

The shares of stock  subject to options  authorized to be granted under the Plan
shall consist of 225,000  shares of the  Company's  $0.25 par value Common Stock
(the  "Shares"),  or the number and kind of shares of stock or other  securities
which  shall be  substituted  for the  Shares  or to which the  Shares  shall be
adjusted as provided in Section 7 hereof. Upon the expiration or termination for
any reason of an outstanding  option under the Plan which has not been exercised
in full, all unissued  Shares  thereunder  shall again become  available for the
grant of options under the Plan.  Shares of the Company's common stock which are
(i) delivered by an optionee in payment of the exercise  price of an option,  or
(ii)  delivered  by an  optionee,  or withheld  by the  Company  from the shares
otherwise  due  upon  exercise  of an  option,  in  satisfaction  of  applicable
withholding  taxes,  shall again become available for the grant of options under
the Plan.

5.       NONQUALIFIED STOCK OPTION TERMS AND CONDITIONS

Each  option  granted  under  the Plan  shall be  authorized  by  action  of the
Committee  and shall be  evidenced  by a written  agreement  in such form as the
Committee shall from time to time approve, which agreement shall comply with and
be subject to the following terms and conditions:

(a) Exercise  Price.  The exercise  price of each option shall be $49.00,  which
equals one hundred  percent  (100%) of the fair  market  value of a Share of the
Company on the date September 9, 1997.

(b) Duration of Options.  No option shall be exercisable after the expiration of
ten (10) years from the date on which that option is granted.

(c) Right to Exercise.  Each nonqualified  stock option shall become exercisable
and vest according to the terms and conditions  established by the Committee and
reflected in the written agreement evidencing the option.

(d)  Terminations  of Options.  If an  optionee  ceases to be an employee of the
Company,  his or her  rights to  exercise  an option  then held shall be only as
follows:

DEATH:  If an  optionee  dies while he or she is employed  by the  Company,  the
optionee's  estate  shall have the right for a period of six (6) months (or such
longer  period as the Committee may determine at the date of grant or during the
term of the option) after the date of death to exercise the option to the extent
the optionee was entitled to exercise the option on that date, provided the date
of exercise is in no event after the  expiration  of the term of the option.  To
the extent the option is not  exercised  within  this  period,  the option  will
terminate. An optionee's "estate" shall mean the optionee's legal representative
or any  person who  acquires  the right to  exercise  an option by reason of the
optionee's death.

DISABILITY:  If an  optionee's  employment  with the  Company  ends  because the
optionee becomes disabled,  the optionee or his or her qualified  representative
(in the event of the optionee's  mental  disability)  shall have the right for a
period of twelve (12) months after the date on which the  optionee's  employment
ends to exercise  the option to the extent the optionee was entitled to exercise
the option on that date,  provided the date of exercise is in no event after the
expiration of the term of the option.  To the extent the option is not exercised
within this period, the option will terminate.

RESIGNATION:  If an optionee  voluntarily resigns from the Company, the optionee
shall  have  the  right  for a period  of three  (3)  months  after  the date of
resignation  to exercise  the option to the extent the  optionee was entitled to
exercise  the option on that date,  provided the date of exercise is in no event
after the expiration of the term of the option.  To the extent the option is not
exercised within this period, the option will terminate.

TERMINATION  FOR  REASONS  OTHER THAN  CAUSE:  If an  optionee's  employment  is
terminated by the Company for reasons other than cause,  the optionee shall have
the  right for a period of three (3)  months  after the date of  termination  to
exercise  the option to the extent the  optionee  was  entitled to exercise  the
option on that date,  provided  the date of  exercise  is in no event  after the
expiration of the term of the option.  To the extent the option is not exercised
within this period, the option will terminate.  The termination of an optionee's
employment  by  the  Company  will  be  for  reasons  other  than  cause  if the
termination  is NOT due to an act by the optionee that is described  below under
"Termination for Cause."

TERMINATION FOR CAUSE: If an optionee's  employment is terminated by the Company
because the optionee is determined by the Committee to have  committed an act of
embezzlement,  fraud, dishonesty, or breach of fiduciary duty to the Company, or
to have  deliberately  disregarded  the rules of the Company  which  resulted in
loss,  damage,  or injury to the  Company,  or because the optionee has made any
unauthorized disclosure of any of the secrets or confidential information of the
Company, has induced any client or customer of the Company to break any contract
with the Company,  has induced any  principal for whom the Company acts as agent
to  terminate  the  agency  relationship,  or has  engaged in any  conduct  that
constitutes  unfair  competition  with the Company,  the optionee shall have the
right no later than the date of termination to exercise the option to the extent
the optionee was entitled to exercise the option on that date, provided the date
of exercise is in no event after the  expiration  of the term of the option.  To
the extent the option is not exercised on this date, the option will terminate.

6.       ADDITIONAL TERMS AND CONDITIONS OF OPTIONS

The following terms and conditions  shall apply to all options granted  pursuant
to the Plan:

(a) Exercise of Options.  To the extent the right to purchase  Shares has vested
under an optionee's stock option  agreement,  options may be exercised from time
to time by delivering payment therefor in cash,  certified check,  official bank
check,  or the  equivalent  thereof  acceptable  to the Company,  together  with
written notice to the Company at the address  specified in the written agreement
evidencing  the option.  The written  notice  must  identify  the option or part
thereof  being  exercised  and specify the number of Shares for which payment is
being  tendered.  An optionee  may also  exercise an option by the  delivery and
surrender  of Shares  which (i) have been owned by the optionee for at least six
(6) months or for such other period as the Committee may require;  and (ii) have
an aggregate  fair market  value on the date of surrender  equal to the exercise
price. In addition,  an option may be exercised by delivering to the Company (i)
an exercise notice  instructing the Company to deliver the  certificates for the
Shares purchased to a designated  brokerage firm; and (ii) a copy of irrevocable
instructions  delivered to the brokerage  firm to sell the Shares  acquired upon
exercise  of the option and to deliver  to the  Company  from the sale  proceeds
sufficient  cash to pay the  exercise  price and  applicable  withholding  taxes
arising as a result of the exercise. The sale of the Shares, must be a sale back
to the Company.

The Company shall deliver to the optionee,  without transfer or issue tax to the
optionee (or other person  entitled to exercise  the option),  at the  principal
office of the Company,  or such other place as shall be mutually  acceptable,  a
certificate or  certificates  for the Shares acquired under the option dated the
date the option  was  validly  exercised;  provided,  however,  that the time of
delivery  may be postponed by the Company for such period as may be required for
it with  reasonable  diligence  to  comply  with  any  requirements  of law.  In
addition,  an option may be exercised by  delivering to the Company an exercised
notice  instructing  the  Company to  deliver  the  certificates  for the Shares
purchased to the  optionee.  The sale of the Shares,  must be a sale back to the
Company.

(b)  Transferability  of Options and Shares.  Each option shall be  transferable
only by will or the laws of descent and  distribution  and shall be  exercisable
during  the  optionee's  lifetime  only  by the  optionee,  or in the  event  of
disability, the optionee's qualified representative.

(c)  Withholding.  The Company shall have the right to condition the issuance of
Shares upon exercise of an option upon payment by the optionee of any applicable
taxes  required  to be  withheld  under  federal,  state  or  local  tax laws or
regulations  in  connection  with the  exercise.  To the extent  permitted in an
optionee's stock option agreement,  an optionee may elect to pay such tax by (i)
requesting the Company to withhold a sufficient  number of Shares from the total
number of Shares  issuable  upon  exercise  of the option or (ii)  delivering  a
sufficient  number of Shares  which have been held by the  optionee for at least
six (6)  months (or such  other  period as the  Committee  may  require)  to the
Company.  This election is subject to approval or  disapproval by the Committee.
The value of Shares  withheld or delivered shall be the fair market value of the
Shares on the date the exercise becomes taxable as determined by the Committee.

(d) Fair Market Value of Shares.  For any purposes  under the Plan,  fair market
value per Share shall mean,  where there is a public market for the Shares,  the
mean of the bid and  asked  prices  (or the  closing  price if listed on a stock
exchange or the NASDAQ National  Market) of the Shares for the date of grant, as
reported  in the Wall  Street  Journal  (or, if not so  reported,  as  otherwise
reported by the NASDAQ Stock Market or the National Quotation  Bureau).  If this
fair market value  information is not available for the date of grant, then such
information  for the last  preceding  date for  which it is  available  shall be
considered as the fair market value.

(e) Other Terms and Conditions.  Options may also contain such other provisions,
which  shall  not  be  inconsistent  with  any of the  foregoing  terms,  as the
Committee shall deem appropriate.  No option, however, nor anything contained in
the Plan,  shall confer upon any optionee any right to continue in the employ or
in the status as a director  of the  Company,  nor limit in any way the right of
the Company to terminate an optionee's employment at any time.

7.    ADJUSTMENT OF, AND CHANGES IN, THE SHARES

(a)  Changes  in   Capitalization.   Subject  to  any  required  action  by  the
shareholders  of the Company,  the number of Shares covered by each  outstanding
option,  and the number of Shares which have been  authorized for issuance under
the Plan but as to which no options have yet been granted,  as well as the price
per Share covered by each outstanding option, shall be proportionately  adjusted
for any  increase or decrease in the number of issued  Shares  resulting  from a
stock split, reverse stock split, stock dividend, recapitalization,  combination
or  reclassification  of the  Shares,  or any other  increase or decrease in the
number of  issued  Shares  effected  without  receipt  of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board of Directors,  whose
determination in that respect shall be final, binding, and conclusive. Except as
expressly  provided herein, no issuance by the Company of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of Shares subject to an option.

(b)  Dissolution,  Liquidation,  Sale,  or  Merger.  In the event of a  proposed
dissolution or liquidation of the Company,  options  outstanding  under the Plan
shall terminate immediately before the consummation of such proposed action. The
Board will, in such  circumstances,  provide  written notice to the optionees of
the expected dates of termination of outstanding options and consummation of the
proposed  dissolution or liquidation.  In the event there is a change in control
as defined below, all options granted under this Plan shall become fully vested.
Change in control  shall be defined as a change in  ownership  or control of the
Company when any one person, or persons acting as a group, acquires ownership of
stock of the  Company  that,  together  with stock held by such person or group,
possesses more than fifty percent of the total fair market value or total voting
power of the stock of the  Company.  If any one person,  or persons  acting as a
group,  are  considered  to own more than fifty percent of the total fair market
value of the total voting power of the stock of the Company,  the acquisition of
additional  stock by the same  person or  persons is not  considered  to cause a
change in ownership of the Company.

In the event of a proposed sale of all or substantially all of the assets of the
Company,  or the merger of the Company  with or into  another  corporation  in a
transaction in which the Company is not the surviving  corporation,  outstanding
options may be assumed or equivalent options may be substituted by the successor
corporation (or a parent or subsidiary of the successor corporation), unless the
successor  corporation  does not agree to assume the  options  or to  substitute
equivalent  options.  If  outstanding  options are not assumed or substituted by
equivalent options,  all outstanding options shall fully vest upon the execution
of a definitive  agreement of the sale or merger of the Company  (subject to the
actual consummation of the sale or merger) and the Company shall provide written
notice  to the  optionees  of the  expected  dates  of the  consummation  of the
transaction.  If the transaction is not consummated,  unexercised  options shall
continue in accordance with their original terms.

(c) Notice of  Adjustments,  Fractional  Shares.  To the  extent  the  foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the Committee,  whose  determination  in that respect shall be final,
binding,  and conclusive.  No right to purchase  fractional  shares shall result
from any  adjustment in options  pursuant to this Section 7. In case of any such
adjustment,  the  shares  subject to the  option  shall be  rounded  down to the
nearest whole share.  Notice of any adjustment  shall be given by the Company to
each  holder  of an  option  which was in fact so  adjusted  and the  adjustment
(whether or not notice is given) shall be effective and binding for all purposes
of the Plan.

No  adjustment  shall be made for dividends or other rights for which the record
date is prior to the date of such  issuance,  except as provided in this Section
7.

Any  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares of any class,  shall not affect the number or price of
Shares subject to the option, and no adjustment by reason thereof shall be made.
The  grant of an option  pursuant  to the Plan  shall not  affect in any way the
right  or  power  of  the  Company  to  make   adjustments,   reclassifications,
reorganizations  or changes of its capital or business  structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

8.       AMENDMENT AND TERMINATION OF THE PLAN

The Board shall have  complete  power and  authority  to  terminate or amend the
Plan. Except as provided in Section 7, no termination, modification or amendment
of the  Plan  may,  without  the  consent  of  optionees  to whom  options  were
previously  granted  under  the  Plan,  adversely  effect  the  rights  of those
optionees. Any consent required by the preceding sentence may be obtained in any
manner deemed appropriate by the Committee.

The Plan,  unless sooner  terminated,  shall terminate on a date which the Board
may so  specify.  An option may not be granted  under the Plan after the Plan is
terminated.

9.       EFFECTIVENESS OF THE PLAN

The Plan is effective  September  9, 1997,  subject to the  ratification  by the
Company's shareholders at the shareholder's meeting to be held in 1998.

10.      INFORMATION TO OPTIONEES

The Company shall provide to each optionee during the period for which he or she
has one or more outstanding options,  copies of all annual reports and all other
information which is provided to shareholders of the Company.  The Company shall
not be required to provide such  information  to key  employees  whose duties in
connection with the Company assure their access to equivalent information.

11.      PRIVILEGES OF STOCK OWNERSHIP, SECURITIES LAW COMPLIANCE

No optionee  shall be entitled to the  privileges  of stock  ownership as to any
Shares not actually  issued and delivered to the  optionee.  The exercise of any
option under the Plan shall be conditioned  upon the  registration of the Shares
with the SEC and  qualification  of the options and underlying  Shares under the
Kentucky  securities  laws,  unless in the  opinion of  counsel  to the  Company
registration or  qualification  is not necessary.  The Company shall  diligently
endeavor to comply with all  applicable  securities  laws before any options are
granted under the Plan and before any Shares are issued pursuant to the exercise
of such options.

12.      INDEMNIFICATION

To the extent permitted by applicable law in effect from time to time, no member
of the Board or the Committee  shall be liable for any action or omission of any
other  member  of the  Board or  Committee  nor for any act or  omission  on the
member's own part,  excepting only the member's own willful  misconduct or gross
negligence.  The Company shall pay expenses  incurred by, and satisfy a judgment
or fine rendered or levied  against,  a present or former  director or member of
the Committee in any action  against such person  (whether or not the Company is
joined as a party defendant) to impose liability or a penalty on such person for
an act alleged to have been  committed by such person while a director or member
of the Committee arising with respect to the Plan or  administration  thereof or
out of membership on the Committee or by the Company,  or all or any combination
of the preceding;  provided the director or Committee  member was acting in good
faith, within what such director or Committee member reasonably believed to have
been within the scope of his or her  employment  or authority  and for a purpose
which he or she  reasonably  believed to be in the best interests of the Company
or its  shareholders.  Payments  authorized  hereunder  include amounts paid and
expenses incurred in settling any such action or threatened action. This section
does not  apply to any  action  instituted  or  maintained  in the  right of the
Company by a shareholder  or holder of a voting trust  certificate  representing
shares of the Company. The provisions of this section shall apply to the estate,
executor, administrator,  heirs, legatees or devisees of a director or Committee
member,  and the term "person" as used in this section shall include the estate,
executor, administrator, heirs, legatees or devisees of such person.

Date Plan Approved by the Board: September 9, 1997
                                 -----------------

FARMERS CAPITAL BANK CORPORATION

BY: /s/ Charles S. Boyd
    -------------------
Charles S. Boyd
President and Chief Executive Officer
Exhibit 5
                       OPINION OF JAMES H. CHILDERS, ESQ.

                                September 2, 1998

Farmers Capital Bank Corporation
1 Farmers Bank Plaza
Frankfort, Kentucky  40602

Ladies and Gentlemen:

         As Executive Vice President,  General Counsel, and Secretary of Farmers
Capital  Bank  Corporation,  a  Kentucky  corporation  (the  "Company"),  I have
examined  and am  familiar  with such  documents,  corporate  records  and other
instruments  as I have  deemed  necessary  for the  purposes  of  this  opinion,
including the Farmers Capital Bank  Corporation  Nonqualified  Stock Option Plan
(the "Plan"), the amendments thereto,  the corporate  proceedings of the Company
taken  to  adopt  the  Plan,  and the  Registration  Statement  on Form S-8 (the
"Registration  Statement") filed by the Company with the Securities and Exchange
Commission for  registration  under the  Securities Act of 1933, as amended,  of
450,000  shares of Common  Stock,  par value of $.125  per  share,  of  ("Common
Stock") to be distributed under the Plan.

         Based upon the  foregoing,  I am of the opinion that when  certificates
representing such shares of Common Stock have been duly executed,  countersigned
by a Transfer  Agent,  registered  by a  Registrar  of the  Company  and paid in
accordance with applicable law and delivered in accordance with the terms of the
Plan, such shares of the Common Stock will be duly  authorized,  validly issued,
fully paid and nonassessable.

         I hereby  consent to the use of my opinion  for filing as an exhibit to
the Registration Statement.

                                                              Very Truly Yours,

                                                           /s/ James H. Childers
                                                           ---------------------
                                                              James H. Childers
Exhibit 23.1
                        Consent of KPMG Peat Marwick LLP

                        Consent of Independent Auditors
                        -------------------------------

The Board of Directors
Farmers Capital Bank Corporation:

We consent to the  incorporation  by reference  of our report dated  January 15,
1998 on the  consolidated  balance sheet as of December 31, 1997 and the related
consolidated  statements  of income,  changes in  shareholders'  equity and cash
flows for the year ended December 31, 1997 of Farmers  Capital Bank  Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1997.

                           /s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky
September 8, 1998
Exhibit 24
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned  Directors  and
Officers of FARMERS CAPITAL BANK CORPORATION,  a Kentucky corporation,  which is
about to file a  Registration  Statement  on Form S-8  with the  Securities  and
Exchange Commission under the provisions of the Securities Exchange Act of 1934,
as  amended,  hereby  constitutes  and  appoints  Charles  S.  Boyd and James H.
Childers,  and each of them his true and lawful  attorneys-in-fact  and  agents,
with full power to act  without  the  others to sign and file such  Registration
Statement and the exhibits thereto and any and all other documents in connection
therewith with the Securities and Exchange Commission, and to do and perform any
and all acts and things  requisite and  necessary to be done in connection  with
the  foregoing  as fully  as he or she  might  or  could  do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.

Date:    September 2, 1998

/s/Charles S. Boyd
-------------------------    President, Chief Executive Officer and Director
Charles S. Boyd              (principal executive officer of the Registrant)

-------------------------    Chairman
Frank W. Sower, Jr.

-------------------------    Director
James E. Bondurant

-------------------------    Director
John P. Stewart

-------------------------    Director
Lloyd C. Hillard

/s/James H. Childers
-------------------------    Director
James H. Childers

/s/G. Anthony Busseni
-------------------------    Director
G. Anthony Busseni

-------------------------    Director
John D. Sutterlin

/s/Robert Roach Jr.
-------------------------    Director
Robert Roach, Jr.

/s/Harold G. Mays
-------------------------    Director
Harold G. Mays

/s/E. Bruce Dungan
-------------------------    Director
E. Bruce Dungan

/s/J. Barry Banker
-------------------------    Director
J. Barry Banker

-------------------------    Director
Cecil D. Bell, Jr.

/s/C. Douglas Carpenter
-------------------------    Vice President and CFO 
C. Douglas Carpenter         (principal financial and accounting officer)
Exhibit 99
           Amendments to Farmers Capital Bank Corporation Nonqualified
                     Stock Option Plan dated August 24, 1998

AMENDMENTS

These  amendments  adopted  this 24th day of August,  1998,  are to that certain
Stock  Option Plan  adopted by the Board of  Directors  of Farmers  Capital Bank
Corporation on September 9, 1997 to wit:

     1. Amend Item 6(a) by deleting from the first  literary  paragraph  thereof
the last  sentence  which  begins  with the word  "The"  and ends  with the word
"Company".

     2. Further amend Item 6(a) by deleting from the second  literary  paragraph
thereof  the last  sentence  which  begins with the word "The" and ends with the
word "Company".

     3. Amend Item 6(d) by adding a sentence at the end thereof as follows, "The
definition contained in this paragraph shall pertain only to future grants."

FARMERS CAPITAL BANK CORPORATION

/s/ Charles S. Boyd
-------------------                                                         
Charles S. Boyd, President and Chief Executive Officer

Date: August 24, 1998                                                        
      ---------------

I, James H. Childers,  Secretary of Farmers Capital Bank Corporation, due hereby
certify  that each of the  participants  in the Stock  Option Plan gave  written
consent to the above amendments.

/s/ James H. Childers                                                  
---------------------
James H. Childers, Secretary

Date: 8/24/98                                                        
     --------------