UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

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

                   For the Fiscal Year Ended December 31, 2004

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

                         Commission File Number 0-14412

                        Farmers Capital Bank Corporation
             (Exact name of registrant as specified in its charter)

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

P.O. Box 309, 202 West Main St.
Frankfort, Kentucky                                                 40601
---------------------------------------------             ----------------------
(Address of principal executive offices)                         (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

                  None                                               None
--------------------------------------------              ----------------------
(Title of each class)                                     (Name of each exchange
                                                            on which registered)

           Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock - $ .125 per share Par Value
                    -----------------------------------------
                                (Title of Class)



Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).
                                 Yes [x] No [ ]

The aggregate market value of the registrant's  outstanding voting stock held by
non-affiliates  on June 30, 2004 (the last business day of the registrant's most
recently completed second fiscal quarter) was $240,625,778.

As of March 10, 2005 there were 6,790,872 shares outstanding.

Documents incorporated by reference:

Portions of the Registrant's 2004 Annual Report to Shareholders are incorporated
by reference into Part II. Portions of the Registrant's Proxy Statement relating
to the  Registrant's  2005 Annual Meeting of  Shareholders  are  incorporated by
reference into Part III.

An index of exhibits filed with this Form 10-K can be found on page 16.


<PAGE>


                        FARMERS CAPITAL BANK CORPORATION
                                    FORM 10-K
                                      INDEX

                                                                           Page
Part I

   Item 1.  Business                                                         3
   Item 2.  Properties                                                      10
   Item 3.  Legal Proceedings                                               10
   Item 4.  Submission of Matters to a Vote of Security Holders             11

Part II

   Item 5.  Market for Registrant's Common Equity, Related
            Stockholder Matters and Issuer Purchases of
            Equity Securities                                               11
   Item 6.  Selected Financial Data                                         12
   Item 7.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             12
   Item 7A. Quantitative and Qualitative Disclosures
            About Market Risk                                               12
   Item 8.  Financial Statements and Supplementary Data                     12
   Item 9.  Changes in and Disagreements With Accountants
            on Accounting and Financial Disclosure                          13
   Item 9A. Controls and Procedures                                         13
   Item 9B. Other Information                                               14

Part III

   Item 10. Directors and Executive Officers of the Registrant              14
   Item 11. Executive Compensation                                          14
   Item 12. Security Ownership of Certain Beneficial Owners and
            Management                                                      14
   Item 13. Certain Relationships and Related Transactions                  14
   Item 14. Principal Accounting Fees and Services                          14

Part IV

   Item 15. Exhibits, Financial Statement Schedules                         15

   Signatures                                                               16
   Index of Exhibits                                                        17


<PAGE>



                                     PART I

Item 1. Business
----------------

                                  Organization
                                  ------------

Farmers  Capital Bank  Corporation  (the  "Registrant"  or the  "Company")  is a
financial  holding  company.  The  Registrant  was  originally  formed as a bank
holding  company  under the Bank  Holding  Company Act of 1956,  as amended,  on
October 28, 1982 under the laws of the  Commonwealth  of Kentucky.  During 2000,
the  Registrant  elected to change  from a bank  holding  company to a financial
holding company (see  discussion in Supervision  and Regulation  section of this
report).  The  Registrant's  subsidiaries  provide a wide range of  banking  and
bank-related  services to customers throughout  Kentucky.  The bank subsidiaries
owned by the  Registrant  include  Farmers  Bank & Capital  Trust Co.  ("Farmers
Bank"),   Frankfort,   Kentucky;  United  Bank  &  Trust  Co.  ("United  Bank"),
Versailles,   Kentucky;   Lawrenceburg  National  Bank  ("Lawrenceburg   Bank"),
Harrodsburg,  Kentucky; First Citizens Bank,  Elizabethtown,  Kentucky;  Farmers
Bank  and  Trust  Company  ("Farmers  Georgetown"),  Georgetown,  Kentucky;  and
Kentucky Banking Centers, Inc. ("Ky. Banking Centers"), Glasgow, Kentucky.

The Registrant also owns FCB Services,  Inc., ("FCB  Services"),  a nonbank data
processing  subsidiary  located in Frankfort,  Kentucky,  Kentucky  General Life
Insurance Company,  Inc.,  ("Kentucky General Life"), a nonbank insurance agency
subsidiary  located in  Frankfort,  Kentucky,  which  provides  services  to the
Company's banks as well as unaffiliated  banks, and Kentucky  General  Holdings,
LLC, ("Kentucky General"), in Frankfort,  Kentucky. Kentucky General holds a 50%
voting  interest in KHL Holdings,  LLC. KHL Holdings  announced that it acquired
the Kentucky Home Life Insurance Company effective January 1, 2005.

On July 1, 2004 the Company acquired Citizens Bank (Kentucky),  Inc.  ("Citizens
Georgetown")  in Georgetown,  Kentucky.  The impact of this  acquisition  was an
immediate  boost in loans and  deposits  of $50.1  million  and  $62.4  million,
respectively.  During the fourth quarter of 2004,  the Company  merged  Citizens
Georgetown into Farmers Georgetown.

The  Registrant  provides a broad range of  financial  services to  individuals,
corporations,  and others  through its 27 banking  locations  in 16  communities
throughout Central Kentucky.  These services primarily include the activities of
lending and leasing,  receiving  deposits,  providing cash management  services,
safe  deposit  box  rental,  and trust  activities.  Operations  are managed and
financial  performance is evaluated at the subsidiary  level.  The  Registrant's
chief decision  makers monitor the results of the various  banking  products and
services of its subsidiaries.  Accordingly,  all of the Registrant's  operations
are  considered  by management  to be  aggregated  in one  reportable  operating
segment:  commercial and retail banking. As of December 31, 2004, the Registrant
had $1.4 billion in consolidated assets.

<PAGE>
<TABLE>


                                                  Farmers Capital Bank Corporation
                                                            Frankfort, KY
                                                                  .
                                                                  .
                                                                  .                      Kentucky General Life
                                                                  .                      Insurance Company, Inc.
                                                                  .......................     Frankfort, KY
                                                                  .                            (Inactive)
                                                                  .
                                                                  .
                                                                  .
<S>            <C>             <C>               <C>              <C>                <C>             <C>            <C>
      ......................................................................................................................
      .             .                  .               .                   .                .               .              .
      .             .                  .               .                   .                .               .              .
      .             .                  .               .                   .                .               .              .
      .             .                  .               .                   .                .               .              .
United Bank &  Lawrenceburg      Farmers Bank     Farmers Bank &   First Citizens    Kentucky Banking FCB Services, Kentucky General
  Trust Co.    National Bank   and Trust Company Capital Trust Co.       Bank          Centers, Inc.      Inc.       Holdings, LLC
Versailles, KY Harrodsburg, KY Georgetown, KY    Frankfort, KY    Elizabethtown, KY    Glasgow, KY    Frankfort, KY  Frankfort, KY
   100%            100%             100%              100%               100%              100%            100%           100%
     .                               .                 .                  .                                                 .
     .                               .                 .                  .                                                 .
     .                               .                 .                  ............................................      .
     .                               .                 .                                                             .      .
     .                        ........           ..................................................                  .      .
     .                        .      .           .    .       .       .        .                  .                  .      .
     .                        .      .           .    .       .       .        .                  .                  .      .
     .                        .      .           .    .       .       .        .                  .                  .      .......
     .                 Pro Mortgage  .   Farmers Bank .   Leasing One .        .                  .                  .            .
 EV Propeties, Inc.   Partners, LLC  .   Realty Co.   . Corporation   .  EG Properties, Inc. Farmers Capital  EH Properties, Inc. .
 Versailles, KY       Georgetown, KY .  Frankfort, KY . Frankfort, KY .    Frankfort, KY     Insurance Corp.  Elizabethtown, KY   .
    100%                   100%      .      100%      .      100%     .         100%          Frankfort, KY         100%          .
                                     .                .               .                           100%                            .
                                     .                .               .                           .                               .
                                     .                .               .                           .                   .............
                                     .                .               .                           .                   .
                      Community Development     Austin Park        Frankfort                      .            KHL Holdings, LLC
                        of Kentucky, Inc.    Apartments II,LTD  Apartments II, LTD                .              Frankfort, KY
                          Georgetown, KY       Frankfort, KY     Frankfort, KY                    .         45%(equity) 50% (voting)
                            (Inactive)              99%             99.9                          .                   .
                                                                                                  .                   .
                                                                                                  .                   .
                                                                                                  .                   .
                                                                                                  .                   .
                                                                                                  .                   .
                                                                                                  .                   .
                                                                                         Farmers Fidelity       Kentucky Home Life
                                                                                      Insurance Agency, LLP      Insurance Company
                                                                                           Lexington, KY          Frankfort, KY
                                                                                                 50%                 100%



</TABLE>
<PAGE>

Farmers Bank, originally organized in 1850, is a state chartered bank engaged in
a wide range of  commercial  and  personal  banking  activities,  which  include
accepting savings, time and demand deposits;  making secured and unsecured loans
to corporations,  individuals and others;  providing cash management services to
corporate and  individual  customers;  issuing  letters of credit;  renting safe
deposit  boxes;  and  providing  funds  transfer  services.  The bank's  lending
activities include making commercial, construction, mortgage, and personal loans
and lines of credit. The bank serves as an agent in providing credit card loans.
It acts as trustee of personal  trusts,  as executor of estates,  as trustee for
employee  benefit  trusts and as registrar,  transfer agent and paying agent for
bond issues.  Farmers  Bank also acts as  registrar,  transfer  agent and paying
agent for the Registrant's stock. Farmers Bank is the general depository for the
Commonwealth of Kentucky and has been for more than 70 years.

Farmers  Bank is the largest  bank  chartered  in Franklin  County.  It conducts
business in its principal office and four branches within Frankfort, the capital
of  Kentucky.  Franklin  County is a diverse  community,  including  government,
commerce, finance, industry,  medicine, education and agriculture. The bank also
serves  many  individuals  and  corporations  throughout  Central  Kentucky.  On
December 31, 2004, it had total consolidated assets of $511.8 million, including
loans net of unearned income of $277.7 million. On the same date, total deposits
were $368.5 million and shareholders' equity totaled $34.5 million.

Farmers Bank had six active  subsidiaries  during 2004:  Farmers Bank Realty Co.
("Farmers  Realty"),  Leasing One Corporation  ("Leasing One"),  Farmers Capital
Insurance  Corporation   ("Farmers   Insurance"),   EG  Properties,   Inc.  ("EG
Properties"),  Austin  Park  Apartments,  LTD  ("Austin  Park"),  and  Frankfort
Apartments II, LTD ("Frankfort Apartments").

Farmers Realty was  incorporated  in 1978 for the purpose of owning certain real
estate  used by the  Registrant  and  Farmers  Bank in the  ordinary  course  of
business. Farmers Realty had total assets of $3.4 million on December 31, 2004.

Leasing One was incorporated in August 1993 to operate as a commercial equipment
leasing company. It is located in Frankfort and is currently licensed to conduct
business  in thirteen  states.  At  year-end  2004 it had total  assets of $20.1
million, including leases net of unearned income of $22.2 million.

Farmers  Insurance  was  organized  in 1988 to  engage in  insurance  activities
permitted  to  the  Registrant   under  federal  and  state  law.  Farmers  Bank
capitalized  this  corporation  in December 1998.  Farmers  Insurance acts as an
agent for  Commonwealth  Land Title Co. At year-end  2004 it had total assets of
$972  thousand.  Farmers  Insurance  holds a 50%  interest  in Farmers  Fidelity
Insurance  Company,  LLP ("Farmers  Fidelity").  The Creech & Stafford Insurance
Agency,  Inc., an otherwise unrelated party to the Registrant,  also holds a 50%
interest in Farmers Fidelity.

In November  2002 Farmers Bank  incorporated  EG  Properties.  EG  Properties is
involved in real estate management and liquidation for properties repossessed by
Farmers Bank. It had total assets of $2.6 million at December 31, 2004.

Farmers Bank is a limited partner in Austin Park and Frankfort  Apartments,  two
low income housing tax credit partnerships located in Frankfort, Kentucky. These
investments  provide for  federal  income tax  credits to the  Company.  Farmers
Bank's aggregate  investment in these  partnerships was $1.6 million at year-end
2004.

On February 15, 1985, the  Registrant  acquired  United Bank, a state  chartered
bank originally  organized in 1880. It is engaged in a general banking  business
providing  full service  banking to  individuals,  businesses  and  governmental
customers.  It conducts  business in its  principal  office and two  branches in
Woodford County,  Kentucky.  During 2003 United Bank incorporated EV Properties,
Inc. EV Properties is involved in real estate  management  and  liquidation  for
properties  repossessed  by United Bank. EV Properties  had total assets of $637
thousand at year-end 2004. Based on deposits,  United Bank is the second largest
bank chartered in Woodford  County with total assets of $175.8 million and total
deposits of $154.3 million at December 31, 2004.

On June  28,  1985,  the  Registrant  acquired  Lawrenceburg  Bank,  a  national
chartered bank originally  organized in 1885. It is engaged in a general banking
business   providing  full  service  banking  to  individuals,   businesses  and
governmental customers.  During 1998, it was granted permission by the Office of
the  Comptroller of the Currency  ("OCC") to move its charter and main office to
Harrodsburg,  Kentucky  in  Mercer  County.  Construction  of the  new  site  in
Harrodsburg was completed and operations began there in July 1999.  Lawrenceburg
Bank  conducts  business at the  Harrodsburg  site and two  branches in Anderson
County,  Kentucky.  Based on deposits,  the Anderson County branches rank number
one in size  compared to all banks  chartered in Anderson  County.  Total assets
were $158.2 million and total deposits were $144.5 million at December 31, 2004.

On March  31,  1986,  the  Registrant  acquired  First  Citizens  Bank,  a state
chartered bank originally  organized in 1964. It is engaged in a general banking
business   providing  full  service  banking  to  individuals,   businesses  and
governmental  customers.  During 1997, it applied and was granted  permission by
the Kentucky Department of Financial  Institutions  ("KDFI") to move its charter
and main office to  Shepherdsville,  Kentucky in Bullitt County.  First Citizens
Bank  completed  construction  of the site and began  operations  there in April
1998.  In August,  2004 First  Citizens  Bank moved its  charter and main office
designation back to  Elizabethtown,  Kentucky.  It now conducts  business at its
main office and its three  branches in Hardin  County,  Kentucky  along with its
branch office in Shepherdsville. During 2003 First Citizens Bank incorporated EH
Properties,  Inc.  This  company,  which had total  assets  of $1.1  million  at
December 31, 2004, is involved in real estate  management  and  liquidation  for
properties repossessed by First Citizens Bank.

On October 8, 2004 First Citizens Bank acquired  Financial  National  Electronic
Transfer,  Inc.  ("FiNET"),  a data processing  company that  specializes in the
processing of federal benefit payments and military allotments and headquartered
in  Radcliff,  Kentucky.  At December  31,  2004 FiNET had total  assets of $6.5
million. Effective January 1, 2005 FiNET was merged into First Citizens Bank.

Based on deposits,  First  Citizens  Bank ranks  fourth in size  compared to all
banks  chartered in Hardin  County.  Total assets were $186.1  million and total
deposits were $152.4 million at December 31, 2004.

On June 30, 1986, the Registrant acquired Farmers Georgetown,  a state chartered
bank originally  organized in 1850. It is engaged in a general banking  business
providing  full service  banking to  individuals,  businesses  and  governmental
customers.  During the fourth  quarter of 2004 the Company  merged its  recently
acquired  Citizens  Georgetown  into  Farmers  Georgetown.   Farmers  Georgetown
conducts  business at its principal  office and three  branches in Scott County,
Kentucky,  two  branches in Bath  County,  Kentucky,  and two braches in Fayette
County, Kentucky.

On July 16, 2002,  Farmers  Georgetown  incorporated  Community  Development  of
Kentucky,  Inc.  ("CDK,  Inc.") in order to apply to be certified as a Community
Development  Entity for  participation  in the New  Markets  Tax Credit  Program
("Program")  as provided by the  Community  Renewal Tax Relief Act of 2000.  The
Program is designed to promote  economic  development  in  qualified  low-income
communities as defined by the tax regulations. The Program is still evolving and
the extent of the  Company's  participation,  if any,  will be  determined  at a
future date. In May, 2004 Farmers Georgetown incorporated Pro Mortgage Partners,
LLC ("Pro  Mortgage"),  a  mortgage  brokerage  company  established  to offer a
variety of fixed rate loan products. At December 31, 2004 Pro Mortgage had total
assets of $1.3 million.

Based on deposits,  Farmers  Georgetown  is the largest bank  chartered in Scott
County with total assets of $291.7  million and total deposits of $209.0 million
at December 31, 2004.

On June 15,  1987,  the  Registrant  acquired  Horse  Cave State  Bank,  a state
chartered bank originally  organized in 1926.  During 1997, it received approval
from the KDFI to move its  charter  to  Glasgow,  Kentucky.  Subsequent  to that
approval,  Horse Cave State Bank changed its name to Kentucky  Banking  Centers,
Inc. Ky. Banking Centers is engaged in a general banking business providing full
service banking to  individuals,  businesses,  and  governmental  customers.  It
conducts  business in its  principal  office in Glasgow and two branches in Hart
County,  Kentucky.  Based on deposits, Ky. Banking Centers' Hart County branches
rank first in size compared to all banks chartered in Hart County.  Total assets
were $138.0 million and total deposits were $123.6 million at December 31, 2004.

FCB Services,  organized in 1992,  provides data processing services and support
for the Registrant and its subsidiaries.  It is located in Frankfort,  Kentucky.
During  1994,  FCB  Services  began  performing  data  processing  services  for
nonaffiliated  banks.  FCB Services had total assets of $3.9 million at December
31, 2004.

Kentucky  General Life was  incorporated on June 22, 2000 to engage in insurance
activities  permitted by federal and state law. This corporation was inactive as
of December 31, 2004.


                                     Lending
                                     -------

A significant part of the Company's  operating  activities  include  originating
loans,  approximately  72% of which are secured by real  estate at December  31,
2004.  Real estate lending  primarily  includes loans secured by  owner-occupied
one-to-four  family  residential  properties as well as  commercial  real estate
mortgage loans to developers and owners of other  commercial  real estate.  Real
estate lending  primarily  includes both variable and adjustable  rate products.
Loan  rates  on  variable  rate  loans  generally   adjust  upward  or  downward
immediately  based on  changes  in the  loan's  index,  normally  prime  rate as
published in the Wall Street Journal. Rates on adjustable rate loans move upward
or downward  after an initial fixed term of normally 1, 3, or 5 years.  However,
rate  adjustments  on adjustable  rate loans are made annually after the initial
fixed term expires and are indexed  primarily to shorter-term  Treasury indexes.
Generally, variable and adjustable rate loans contain provisions that cap annual
increases at a maximum of 100 basis points with  lifetime  caps and floors of up
to 600 basis points. The Registrant also makes fixed rate commercial real estate
loans to a lesser extent with repayment terms generally not exceeding 12 months.
The  Registrant's  subsidiary banks make first and second  residential  mortgage
loans  secured by real  estate not to exceed 90% loan to value  without  seeking
third party guarantees. Commercial real estate loans are made primarily to small
and  mid-sized  businesses,  secured by real  estate not  exceeding  80% loan to
value.  Other  commercial  loans are asset based loans  secured by equipment and
lines of credit  secured by  receivables  and include  lending  across a diverse
range  of  business  types.  Commercial  lending  and real  estate  construction
lending,  including  commercial  leasing,  generally includes a higher degree of
credit risk than other loans,  such as residential  mortgage  loans.  Commercial
loans,  like other loans, are evaluated at the time of approval to determine the
adequacy  of  repayment   sources  and   collateral   requirements.   Collateral
requirements  vary to some degree among  borrowers and depend on the  borrower's
financial strength,  the terms and amount of the loan, and collateral  available
to  secure  the  loan.  Credit  risk  results  from  the  decreased  ability  or
willingness to pay by a borrower. Credit risk also results when a liquidation of
collateral  occurs and there is a shortfall in collateral value as compared to a
loans outstanding balance. For construction loans,  inaccurate initial estimates
of a  property's  value  could  lead  to a  property  having  a  value  that  is
insufficient  to satisfy  full  payment of the amount of funds  advanced for the
property.   Secured  and  unsecured   consumer  loans  generally  are  made  for
automobiles, boats, and other motor vehicles. In most cases loans are restricted
to the subsidiaries' general market area.

                           Supervision and Regulation
                           --------------------------

The Registrant is a legal entity that is separate and distinct from its bank and
nonbank  subsidiaries.  The Registrant  originally  registered as a bank holding
company  and was  restricted  to those  activities  permissible  under  the Bank
Holding  Company Act of 1956, as amended  ("BHC Act").  The BHC Act provides for
regulation,  supervision,  and  examination  by the  Board of  Governors  of the
Federal Reserve System ("FRB").

The  Sarbanes-Oxley  Act of 2002  ("Sarbanes-Oxley")  became  law in July  2002.
Sarbanes-Oxley addresses, among other issues, corporate governance, auditing and
accounting oversight, executive compensation, and enhanced and timely disclosure
of corporate information.  The Nasdaq Stock Market has also proposed and adopted
corporate governance rules related to Sarbanes-Oxley. These changes are intended
to allow shareholders to more easily and efficiently  monitor the performance of
companies and their directors.

Effective August 29, 2002, as directed by Section 302(a) of Sarbanes-Oxley,  the
Company's chief executive  officer and chief financial officer of the Registrant
are each required to certify that the Company's  Quarterly and Annual Reports do
not contain any untrue  statement  of a material  fact.  The rules have  several
requirements, including having these officers certify that: they are responsible
for establishing,  maintaining and regularly evaluating the effectiveness of the
Company's internal controls; they have made certain disclosures to the Company's
auditors and the audit  committee of the Board of Directors  about the Company's
internal controls; and they have included information in the Company's Quarterly
and  Annual  Reports  about  their   evaluation  and  whether  there  have  been
significant  changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to the evaluation.

The  Gramm-Leach-Bliley  Act of 1999 ("GLB  Act")  signed into law in 1999 had a
significant  effect on Federal banking laws applicable to the Registrant and its
subsidiary  banks.  The GLB Act  permitted  the  Registrant to elect to become a
financial  holding company.  The Registrant  elected this option during 2000. In
order to be  granted  status as a  financial  holding  company,  a bank  holding
company  and  each  of its  subsidiary  depository  institutions  must  be  well
capitalized,  well managed,  and have achieved at least a satisfactory record of
meeting  community  credit needs at its most recent  Community  Reinvestment Act
("CRA")  examination.  Depository  institutions  are  periodically  examined for
compliance  with  CRA  and  are  assigned  a  rating.  Each  insured  depository
institution subsidiary of a financial holding company must have a "satisfactory"
rating in order for a financial  holding  company to commence a new  activity or
acquire  a  company  engaged  in a new  activity  permitted  by the BHC Act.  In
addition,  banking regulators  consider CRA ratings when determining  whether to
approve a  proposed  transaction.  A  financial  holding  company  is subject to
corrective  action by the FRB if any  depository  institution  controlled by the
company fails to maintain both well capitalized and well managed status.

The GLB Act amended the BHC Act to allow a bank holding company that has elected
financial  holding  company  status to engage in an expanded list of permissible
activities,  including insurance and securities underwriting,  among others. The
GLB Act includes a system of  functional  regulation  in which the FRB serves as
the  umbrella   regulator  of  the  holding  company.   The  FRB  regulates  the
Registrant's business activities in a variety of ways including, but not limited
to, requirements on acquiring control of other banks and bank holding companies,
limitations on activities and investments,  and regulatory capital requirements.
State and other federal financial regulators, such as the KDFI, OCC, the Federal
Deposit  Insurance  Corporation  ("FDIC"),   and  the  Securities  and  Exchange
Commission  ("SEC") also regulate  either  affiliates  of the  Registrant or the
Registrant itself.

The  Registrant's  state bank  subsidiaries are subject to state banking law and
regulation and periodic examinations by the KDFI.  Lawrenceburg Bank, a national
bank,  is subject to similar  regulation  and  supervision  by the OCC under the
National Bank Act and the Federal  Reserve System under the Federal Reserve Act.
Other regulations that apply to the Registrant's bank subsidiaries  include, but
are not limited to, insurance of deposit  accounts,  capital ratios,  payment of
dividends, liquidity requirements, the nature and amount of investments that can
be made,  transactions  with  affiliates,  community and consumer  lending,  and
internal policies and control.

The operations of the  Registrant and its subsidiary  banks are also affected by
other  banking  legislation  and  policies and  practices of various  regulatory
authorities.  Such legislation and policies include  statutory  maximum rates on
loans,   reserve   requirements,   domestic  monetary  and  fiscal  policy,  and
limitations on the kinds of services that may be offered. During 2000, the State
Wide  Branching  Bill  became  effective,  which  allows  banks to open a branch
anywhere in the  Commonwealth of Kentucky.  Previously,  banks could only branch
within the county where the main office was located.

The BHC Act formerly  prohibited  the Federal  Reserve  Board from  approving an
application from a bank holding company to acquire shares of another bank across
its  own  state  lines.  However,  effective  September  1995,  new  legislation
abolished those  restrictions  and now allows bank holding  companies to acquire
shares of out of state  banks,  subject to certain  conditions.  Currently,  the
Company has no plans to purchase an out of state bank.


The GLB Act includes various extensive customer privacy  protection  provisions.
The GLB Act  requires a financial  institution  to clearly  disclose its privacy
policy to its customers regarding the sharing of non-public personal information
with affiliates and third parties.  The financial  institution's  privacy policy
must be disclosed at the time a customer  relationship  is  established  and not
less than annually thereafter.

The  Financial  Reform,  Recovery and  Enforcement  Act of 1989  provides that a
holding company's controlled insured depository  institutions are liable for any
loss  incurred  by the FDIC in  connection  with  the  default  of,  or any FDIC
assisted transaction involving, an affiliated insured bank.

Deposits  of the  Registrant's  subsidiary  banks are insured by the FDIC's Bank
Insurance Fund, which subjects the banks to regulation and examination under the
provisions of the Federal Deposit  Insurance Act.  During  periodic exams,  FDIC
examiners review bank policies and evaluate  lending and investment  portfolios,
as well as being  watchful for possible  violations of banking  regulations  and
statutes.

Under the Federal Deposit Insurance Corporation Improvement Act ("FDICIA"),  the
FDIC  established  a  risk-based   assessment  system  for  insured   depository
institutions,  which became  effective  January 1, 1994.  The FDIC has adopted a
risk-based  deposit insurance  assessment system under which the assessment rate
for  an  insured   depository   institution   depends  on  the  assessment  risk
classification  assigned to the  institution  by the FDIC which is determined by
the institution's capital level.

Under  FDICIA,  the  federal  banking  regulators  are  required  to take prompt
corrective  action if an institution  fails to satisfy  certain  minimum capital
requirements,  including a leverage limit, a risk-based capital requirement, and
any other measure  deemed  appropriate  by the federal  banking  regulators  for
measuring  the  capital  adequacy  of an  insured  depository  institution.  All
institutions, regardless of their capital levels, are restricted from making any
capital  distribution  or  paying  any  management  fees  that  would  cause the
institution to become undercapitalized.

The purpose of the CRA is to  encourage  banks to respond to the credit needs of
the communities they serve, including low and moderate-income neighborhoods. CRA
states that banks should  accomplish this while still preserving the flexibility
needed for safe and sound  operations.  It is designed  to  increase  the bank's
sensitivity to investment opportunities that will benefit the community.

References under the caption "Supervision and Regulation" to applicable statutes
and regulations are brief summaries of portions  thereof which do not purport to
be complete and which are qualified in their entirety by reference thereto.

                                   Competition
                                   -----------

The Registrant and its  subsidiaries  compete for banking  business with various
types  of  businesses   other  than  commercial   banks  and  savings  and  loan
associations.  These include,  but are not limited to, credit  unions,  mortgage
lenders,  finance  companies,  insurance  companies,  stock  and  bond  brokers,
financial  planning firms,  and department  stores which compete for one or more
lines of banking  business.  The banks also  compete for  commercial  and retail
business not only with banks in Central Kentucky, but with banking organizations
from Ohio,  Indiana,  Tennessee,  Pennsylvania,  and North  Carolina  which have
banking subsidiaries located in Kentucky. These competing businesses may possess
greater  resources  than the  Registrant  and, as such,  may have higher lending
limits and may offer other services that are not provided by the Registrant.

The Registrant competes primarily on the basis of quality of services,  interest
rates and fees  charged  on loans,  and the rates of  interest  paid on  deposit
funds.

The business of the  Registrant is not  dependent  upon any one customer or on a
few  customers,  and the  loss of any one or a few  customers  would  not have a
material adverse effect on the Registrant.

No material  portion of the business of the Registrant is seasonal.  No material
portion of the business of the Registrant is subject to renegotiation of profits
or termination of contracts or  subcontracts  at the election of the government,
though certain contracts are subject to such renegotiation or termination.

The Registrant is not engaged in operations in foreign countries.

                                    Employees
                                    ---------

As of December 31, 2004, the Registrant and its  subsidiaries  had 514 full-time
equivalent  employees.  Employees  are  provided  with  a  variety  of  employee
benefits. A retirement plan, a profit-sharing (401K) plan, group life insurance,
hospitalization,  dental, and major medical insurance along with  postretirement
health insurance benefits are available to eligible personnel. Employees are not
represented by a union. Management and employee relations are good.

During 1997, the Registrant's  Board of Directors approved its Stock Option Plan
("Plan"),  which  grants  certain  eligible  employees  the option to purchase a
limited  number  of the  Registrant's  common  stock.  The  Plan  specifies  the
conditions  and  terms  that the  grantee  must  meet in order to  exercise  the
options.  The  Registrant's  shareholders  at its annual meeting held on May 12,
1998 subsequently ratified the Plan.

In January,  2004 the Registrant's  Board of Directors adopted an Employee Stock
Purchase Plan ("ESPP").  The ESPP was subsequently  approved by the Registrant's
shareholders in May, 2004 and became effective July 1, 2004. Under this ESPP, in
the  discretion of the Board of Directors,  employees of the  Registrant and its
subsidiaries  can purchase  Registrant  common  stock at a discounted  price and
without payment of brokerage costs or other fees, in the process benefiting from
the favorable tax treatment  afforded such plans  pursuant to Section 423 of the
Internal Revenue Code.

                              Available Information
                              ---------------------

The   Registrant   makes   available,   free  of  charge   through  its  website
(www.farmerscapital.com),  its Code of Ethics,  its annual  report on Form 10-K,
quarterly  reports on Form 10-Q,  current reports on Form 8-K, and amendments to
these  reports  filed or  furnished  pursuant  to Section  13(a) or 15(d) of the
Exchange Act as soon as reasonably  practicable after electronically filing such
material with the Securities and Exchange Commission.

Item 2. Properties
------------------

The  Registrant  leases its main office in  downtown  Frankfort,  Kentucky  from
Farmers Realty.

Farmers Bank and its subsidiaries currently own or lease nine buildings. Farmers
Bank  operates  at five  locations,  two of which it owns and  three of which it
leases.  United  Bank owns its two branch  offices  and  approximately  52% of a
condominium  building  that houses its main office.  Lawrenceburg  Bank owns its
main  office in  Harrodsburg  and its two branch  sites in  Lawrenceburg.  First
Citizens  Bank owns its main  office  and two of its four  branches  and  leases
office space for its  allotment  operations  in  Radcliff.  The other two branch
locations of First Citizens Bank are leased facilities,  one of which is located
in a grocery store.  Farmers  Georgetown  owns its main office in Georgetown,  a
branch in Georgetown,  Sharpsburg,  Owingsville, Stamping Ground, and Lexington.
Farmers  Georgetown's  also leases a branch in both  Georgetown  and  Lexington.
Banking Centers owns its main office in Glasgow, Kentucky and its branch site in
Horse Cave, Kentucky. It leases its branch facilities in Munfordville, Kentucky.

The Registrant considers its properties to be suitable and adequate based on its
present needs.

Item 3. Legal Proceedings
-------------------------

As  of  December  31,  2004,  there  were  various  pending  legal  actions  and
proceedings  against the Company  arising from the normal course of business and
in which claims for damages are  asserted.  Management,  after  discussion  with
legal  counsel,  believes  that these  actions  are  without  merit and that the
ultimate liability  resulting from these legal actions and proceedings,  if any,
will  not  have a  material  adverse  effect  upon  the  consolidated  financial
statements of the Company.



Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

No matters were  submitted  during the fourth quarter of the fiscal year covered
by this  report to a vote of  security  holders,  through  the  solicitation  of
proxies or otherwise.

                                     PART II

Item 5. Market for Registrant's Common Equity,  Related Stockholder Matters, and
--------------------------------------------------------------------------------
     Issuer Purchases of Equity Securities
     -------------------------------------

The  information  set forth under the  sections  "Shareholder  Information"  and
"Stock  Prices" on page 37 of the 2004 Annual Report to  Shareholders  is hereby
incorporated by reference. Additional information set forth under Footnote 16 in
the notes to the Registrant's 2004 audited consolidated  financial statements on
pages 58 through 59 of the 2004  Annual  Report to  Shareholders  is also hereby
incorporated by reference.

The following table provides  information with respect to shares of common stock
repurchased by the Company during the quarter ended December 31, 2004.

<TABLE>

------------------------------------------------------------------------------------------------------------------
                                                                    Total Number of          Maximum Number of
                                                                    Shares Purchased as     Shares that May Yet
                          Total Number of                          Part of Publicly          Be Purchased Under
                               Shares          Average Price        Announced Plans or        the Plans or
      Period                 Purchased        Paid per Share            Programs                  Programs
------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                      <C>                        <C>
October 1, 2004 to
October 31, 2004               2,718               $ 33.86                  2,718                      196,408
------------------------------------------------------------------------------------------------------------------
November 1, 2004 to
November 30, 2004                                                                                      196,408
------------------------------------------------------------------------------------------------------------------
December 1, 2004 to
December 31, 2004                                                                                      196,408
------------------------------------------------------------------------------------------------------------------
      Total                    2,718               $ 33.86                  2,718
------------------------------------------------------------------------------------------------------------------
</TABLE>

On January 27, 2003, the Company's Board of Directors authorized the purchase of
up to  300,000  shares of the  Company's  outstanding  common  stock.  No stated
expiration date was established under this plan.


STOCK TRANSFER AGENT AND REGISTRAR:

         Farmers Bank & Capital Trust Co.
         P.O. Box 309
         Frankfort, Kentucky 40602

The Registrant offers shareholders automatic reinvestment of dividends in shares
of stock at the market price without fees or  commissions.  For a description of
the plan and an authorization card, contact the Registrar above.

NASDAQ MARKET MAKERS:

         J.J.B. Hilliard, W.L. Lyons, Inc.          Morgan, Keegan and Company
         (502) 588-8400                             (800) 260-0280
         (800) 444-1854

         Knight Securities LP                       Trident Securities, Inc.
         (888) 302-9197                             (800) 340-6355


<PAGE>
<TABLE>
<CAPTION>

Item 6. Selected Financial Data
-------------------------------

SELECTED FINANCIAL HIGHLIGHTS

----------------------------------------------------------------------------------------------------------------------------
DECEMBER 31,                                    2004             2003              2002             2001              2000
(In thousands, except per share data)
----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>               <C>              <C>               <C>
RESULTS OF OPERATIONS
Interest income                           $   61,902       $   58,413        $   66,291       $   77,039        $   75,481
Interest expense                              19,176           19,883            25,746           34,357            32,536
Net interest income                           42,726           38,530            40,545           42,682            42,945
Provision for loan losses                      2,129            2,592             4,748            2,448             2,472
Net income                                    13,392           12,963            12,561           14,671            14,380
----------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net income -
  Basic                                   $     1.99       $     1.93        $     1.83       $     2.10        $     1.97
  Diluted                                       1.98             1.92              1.82             2.09              1.97
Cash dividends declared                         1.32             1.29              1.25             1.21              1.17
Book value                                     19.38            18.83             18.52            17.89             17.49
----------------------------------------------------------------------------------------------------------------------------
SELECTED RATIOS
Percentage of net income to:
  Average shareholders' equity (ROE)           10.46%           10.39%            10.04%           11.93%            11.61%
  Average total assets (ROA)                     .99             1.04              1.04             1.28              1.40
Percentage of dividends declared to
  net income                                   66.43            66.91             68.38            57.70             59.33
Percentage of average shareholders'
  equity to average total assets                9.50             9.98             10.37            10.75             12.06
----------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                $  131,450       $  126,471        $  125,773       $  123,560        $  125,461
Total assets                               1,397,144        1,318,565         1,275,602        1,183,530         1,204,752
Long-term debt                                53,158           56,413            57,152           10,913            10,501
WEIGHTED AVERAGE SHARES  OUTSTANDING
  Basic                                        6,737            6,727             6,870            6,982             7,304
  Diluted                                      6,780            6,770             6,910            7,025             7,307
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
        of Operations
        -------------

The discussion on pages 22 through 37 of the 2004 Annual Report to  Shareholders
is hereby incorporated by reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------

The  information  set forth under the item "Market Risk  Management" on pages 34
through 35 of the 2004 Annual Report to Shareholders  is hereby  incorporated by
reference.

Item 8. Financial Statements and Supplementary Data
---------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Farmers Capital Bank Corporation:

We  have   audited  the   accompanying   consolidated   statements   of  income,
comprehensive  income,  changes in shareholders'  equity, and cash flows for the
year ended December 31, 2002. These  consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement. An audit includes consideration of
the internal  control over  financial  reporting as a basis for designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Farmers Capital Bank  Corporation and  Subsidiaries  for the year ended December
31, 2002 in conformity  with  accounting  principles  generally  accepted in the
United States of America.


/s/ KPMG LLP
Louisville, Kentucky
January 17, 2003

The information set forth below on pages 39 through 64 of the 2004 Annual Report
to Shareholders is hereby incorporated by reference:

Report of Independent Registered Public Accounting Firm on Internal Control Over
 Financial Reporting
Report of Independent Registered Public Accounting Firm on Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
          Financial Disclosure
          --------------------

None.

Item 9A.  Controls and Procedures
---------------------------------

As of the end of the period  covered by this report,  an evaluation  was carried
out  under  the  supervision  and with  the  participation  of the  Registrant's
management,  including our Chief Executive Officer and Chief Financial  Officer,
of the  effectiveness  of our disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities  Exchange Act of
1934).  Based on  their  evaluation,  our  Chief  Executive  Officer  and  Chief
Financial  Officer have  concluded  that the Company's  disclosure  controls and
procedures  and internal  control over  financial  reporting are, to the best of
their knowledge,  effective to ensure that information  required to be disclosed
by the  Registrant in reports that it files or submits under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in SEC rules and forms.

Our Chief Executive Officer and Chief Financial Officer have also concluded that
there  were no changes  in the  Registrant's  internal  control  over  financial
reporting or in other factors that occurred during the Registrant's  most recent
fiscal  quarter  that have  materially  affected,  or are  reasonably  likely to
materially affect, the Registrant's internal control over financial reporting or
any  corrective  actions with regard to  significant  deficiencies  and material
weaknesses in internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting and the related
report of Crowe Chizek and Company LLC, is hereby  incorporated  by reference to
the Registrant's 2004 audited consolidated  financial statements on pages 38 and
39 of its 2004 Annual Report to shareholders.

Item 9B.  Other Information
---------------------------

None.


                                    PART III

Item 10. Directors and Executive Officers of the Registrant
-----------------------------------------------------------

                                 Positions and            Years of Service
                                 Offices With                 With the
Executive Officer1        Age    the Registrant              Registrant
------------------------------------------------------------------------------
G. Anthony Busseni         56    President and CEO,              20*
                                 Director2
Allison B. Gordon          41    Senior Vice President3          18*


The  Registrant  has adopted a Code of Ethics that  applies to the  Registrant's
directors,  officers and employees,  including the Registrant's  chief executive
officer and chief financial officer.  The Registrant makes available its Code of
Ethics on its Internet website at www.farmerscapital.com.

Additional  information  required by Item 10 is hereby incorporated by reference
from the  Registrant's  definitive proxy statement in connection with its annual
meeting of shareholders  scheduled for May 10, 2005 which will be filed with the
Commission on or about April 1, 2005, pursuant to Regulation 14A.

* Includes years of service with the Registrant and its subsidiaries.

1    For  Regulation  O  purposes,   Frank  W.  Sower,   Jr.,  Chairman  of  the
     Registrant's board of directors, is considered an executive officer in name
     only.

2    Also a director of Farmers Bank, Ky. Banking Centers,  Farmers  Georgetown,
     United Bank, Lawrenceburg Bank, First Citizens Bank, FCB Services,  Farmers
     Insurance  (Chairman),   Leasing  One  (Chairman),   and  Kentucky  General
     (Chairman).

3    Also a director of Farmers Bank, Farmers Georgetown, and FCB Services.


Item 11. Executive Compensation
-------------------------------

Item 12. Security  Ownership of Certain  Beneficial  Owners and  Management and
-------------------------------------------------------------------------------
         Related Stockholder Matters
         ---------------------------

Item 13. Certain Relationships and Related Transactions
-------------------------------------------------------

Item 14.  Principal Accountant Fees and Services
------------------------------------------------

The  information  required  by Items 11  through  14 is hereby  incorporated  by
reference from the  Registrant's  definitive  proxy statement in connection with
its annual  meeting of  shareholders  scheduled  for May 10,  2005 which will be
filed with the Commission on or about April 1, 2005, pursuant to Regulation 14A.




                                     PART IV

Item 15. Exhibits, Financial Statement Schedules
------------------------------------------------


(a)1.    Financial Statements
-----------------------------

          Reference  is made to Part II, Item 8, of this  Annual  Report on Form
          10-K

(a)2.    Financial Statement Schedules
--------------------------------------

          All schedules are omitted for the reason they are not required, or are
          not applicable,  or the required information is disclosed elsewhere in
          the financial statements and related notes thereto.

(a)3. Exhibits:
---------------

          3.1  Amended and Restated  Articles of Incorporation of the Registrant
               (incorporated  by reference to Quarterly  Report on Form 10-Q for
               the quarterly period ended June 30, 1998).

          3.2  Amended and Restated  Bylaws of the Registrant  (incorporated  by
               reference to Annual Report of Form 10-K for the fiscal year ended
               December 31, 1997).

          3.3  Amendments to Bylaws of the Registrant (incorporated by reference
               to Quarterly  Report of Form 10-Q for the quarterly  period ended
               March 31, 2003).

          4    Articles   of   Incorporation   and  Bylaws  of  the   Registrant
               (incorporated  by reference to Quarterly  Report on Form 10-Q for
               the  quarterly  period ended June 30, 1998,  the Annual Report on
               Form 10-K for the fiscal year ended  December 31,  1997,  and the
               Quarterly  Report on Form  10-Q for the  quarterly  period  ended
               March 31, 2003).

          13   2004 Annual Report to Shareholders

          21   Subsidiaries of the Registrant

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

          23.2 Consent of Independent Registered Public Accounting Firm (KPMG)

          31.1 CEO Certification  Pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002

          31.2 CFO Certification  Pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002

          32   CEO  and  CFO  Certification  Pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002




<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     FARMERS CAPITAL BANK CORPORATION


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


                                     Date: March 3, 2005
                                          -------------------------------------
-



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.


/s/ G. Anthony Busseni     President, Chief Executive Officer    March 3, 2005
---------------------------and Director (principal executive  ------------------
G. Anthony Busseni         officer of the Registrant)


/s/ Frank W. Sower, Jr.             Chairman                      3-3-2005
---------------------------                                   ------------------
Frank W. Sower, Jr.

/s/ Gerald R. Hignite               Director                      March 4, 2005
---------------------------                                   ------------------
Gerald R. Hignite

/s/ Lloyd C Hillard, Jr.            Director                      March 3, 2005
---------------------------                                   ------------------
Lloyd C. Hillard, Jr.

/c/ Cecil D. Bell, Jr.              Director                      3-5-05
---------------------------                                   ------------------
Cecil D. Bell, Jr.

/s/ Shelley S. Sweeney              Director                      3/6/05
---------------------------                                   ------------------
Shelley S. Sweeney

                                    Director
---------------------------                                   ------------------
Dr. Donald J. Mullineaux

/s/ Harold G. Mays                  Director                      3/9/05
---------------------------                                   ------------------
Harold G. Mays

/s/ John D. Sutterlin               Director                      3/7/05
---------------------------                                   ------------------
Dr. John D. Sutterlin

/s/ Michael M Sullivan              Director                      3/4/05
---------------------------                                   ------------------
Michael M. Sullivan

/s/ J. Barry Banker                 Director                      3-8-05
---------------------------                                   ------------------
J. Barry Banker

                                    Director
---------------------------                                   ------------------
Robert Roach, Jr.

/s/ C Douglas Carpenter    Vice President, Secretary and          3-3-05
---------------------------CFO (principal financial and       ------------------
C. Douglas Carpenter       accounting officer)




<PAGE>






                                INDEX OF EXHIBITS




Exhibit                                                                  Page


13.  2004 Annual Report to Shareholders                                Enclosed

21.  Subsidiaries of the Registrant                                       18

23.1 Consent of Independent Registered Public Accounting
     Firm (Crowe Chizek)                                                  20

23.2 Consent of Independent Registered Public Accounting
     Firm (KPMG)                                                          21

31.1 CEO Certification Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002                                           22

31.2 CFO Certification Pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002                                           23

32   CEO and CFO  Certifications  Pursuant to Section 906
     of the  Sarbanes-Oxley Act of 2002                                   24