UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)

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



For the Fiscal Year Ended December 31, 2008



Commission File Number 0-20050



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PRINCETON NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)



Delaware

        36-32110283(State or other jurisdiction of

        (I.R.S. Employerincorporation or organization)

        Identification No.)606 South Main StreetPrinceton, Illinois

        61356-2080(Address of principal executive offices)

        (Zip Code)




Registrants telephone number, including area code: (815) 875-4444



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



Title of each class

        

        Name of eachexchange onwhich registeredCommon Stock

        

        The NasdaqStock MarketPreferred SharePurchase Rights




Securities registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the registrant is a well-known season issuer, as defined in Rule 405 of the Securities Act.

        Yes

        o

        No

        xIndicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Act.

        Yes

        o

        No

        xIndicate 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

        oIndicate 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.

        

        oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer

        o

        Accelerated filer

        

        xNon-accelerated filer

        o

        Smaller reporting company

        

        o(do not check if a smaller reporting company)




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

        Yes

        o

        No

        x




At March 3, 2009, 3,298,041 shares of Common Stock, $5.00 Par Value, were outstanding, and the aggregate market value of the common stock (based upon the closing representative bid price of the common stock on June 30, 2008 of $27.24, the last business day of the Registrants most recently completed second quarter, as reported by NASDAQ) held by nonaffiliates was approximately $89,838,637.



Determination of stock ownership by nonaffiliates was made solely for the purpose of responding to this requirement and the registrant is not bound by this determination for any other purpose.



DOCUMENTS INCORPORATED BY REFERENCE:  None.







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Explanatory Note



Princeton National Bancorp, Inc., a
Delaware corporation (Princeton), is filing this Amendment No. 1 to its Form
10-K for the fiscal year ended December 31, 2008, which was originally filed with the
Securities and Exchange Commission on March 16, 2009. There are two purposes for this
Amendment No. 1 to Form 10-K.

First,
 this Amendment No. 1 is to amend and restate Exhibit 99.2 Report of Independent
Registered Public Accounting Firm of Item 15 of Part IV of Form 10-K. In the Form
10-K originally filed by Princeton, Princeton inadvertently filed the incorrect document
as Exhibit 99.2. The Exhibit 99.2 attached to this Form 10-K/A replaces the Exhibit
99.2 previously filed by Princeton on its Form 10-K on March 16, 2009 in its
entirety.

Second, this Amendment No. 1 is
to amend and restate Exhibit 23.1 Consent of BKD LLP. In the Form 10-K
originally filed by Princeton, the Consent of BKD LLP contained a typographical error: the
date of the audited reports was incorrectly stated as March 17, 2008 and should have been
stated as March 9, 2009. The Exhibit 23.1 attached to this Form 10-K/A replaces the
Exhibit 23.1 previously filed by Princeton on its Form 10-K on March 16, 2009 in its
entirety.

Except
as described above, Amendment No. 1 does not amend any other item of the Form 10-K and
does not modify or update in any way the disclosures contained in the original filing on
Form 10-K. Accordingly, this Amendment No. 1 to Form 10-K should be read in conjunction
with the Form 10-K and the Corporations subsequent reports field with the SEC.

New
certifications of our principal executive officer and principal financial officer are
included as exhibits to this amendment.



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Item 15. Exhibits and Financial Statement Schedules



(a)(3)

        The exhibits filed herewith are listed on the Exhibit Index filed as part of this report on Form 10-K/A.






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SIGNATURES



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



PRINCETON NATIONAL BANCORP, INC.By.

        /s/

        Tony J. SorcicTony J. Sorcic, President and Chief Executive OfficerDate:

        

        March 24, 2009




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.



Signature

        

        Title

        

        Date/s/ Tony J. Sorcic

        

        President and Chief Executive Officer and Director

        

        March 24, 2009Tony J. Sorcic

        

        (Principal Executive Officer)/s/ Todd D. Fanning

        

        Senior Vice-President & Chief Financial Officer

        

        March 24, 2009Todd D. Fanning

        

        (Principal Accounting and Financial Officer)/s/ Craig O. Wesner

        

        Chairman of the Board

        

       March 24, 2009Craig O. Wesner/s/ Daryl Becker

        

        Director

        

      March 24, 2009Daryl Beckers/ Gretta E. Bieber

        

        Director

        

        March 24, 2009Gretta E. Bieber/s/ Gary C. Bruce

        

        Director

        

        March 24, 2009Gary C. Bruce/s/ Sharon L. Covert

        

        Director

        

        March 24, 2009Sharon L. CovertDirectorJohn R. Ernat/s/ Donald E. Grubb

        

        Director

        

   March 24, 2009Donald E. GrubbDirectorMark JankoDirectorWillard LeeDirectorErvin I. Pietsch/s/ Stephen W. Samet

        

        Director

        

March 24, 2009Stephen W. Samet




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INDEX TO EXHIBITS

ExhibitNumber

        

        Exhibit23.1

        

        Consent of BKD LLP31.1

        

        Certification of Tony J. Sorcic required by Rule 13a-14(a).31.2

        

        Certification of Todd D. Fanning required by Rule 13a-14(a).32.1

        

        Certification of Tony J. Sorcic required by Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.32.2

        

        Certification of Todd D. Fanning required by Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.99.2

        

        Report of Independent Registered Public Accounting Firm






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