UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2005

                                       or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         For the transition period from
                          ____________ to ____________

                         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 Street
Frankfort, Kentucky                                           40602
----------------------------------------------    ------------------------------
(Address of principal executive offices)                  (Zip Code)


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

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  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).

                                 Yes |X| No ____


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                     Common stock, par value $.125 per share
                   6,782,072 shares outstanding at May 6, 2005

<PAGE>


                                TABLE OF CONTENTS


Part I - Financial Information                                         Page No.
------------------------------                                         --------

     Item 1 - Financial Statements

         Unaudited Consolidated Balance Sheets -
             March 31, 2005 and December 31, 2004                             3

         Unaudited Consolidated Statements of Income -
             For the Three Months Ended
             March 31, 2005 and March 31, 2004                                4

         Unaudited Consolidated Statements of Comprehensive Income -
             For the Three Months Ended
             March 31, 2005 and March 31, 2004                                5

         Unaudited Consolidated Statements of Cash Flows -
             For the Three Months Ended
             March 31, 2005 and March 31, 2004                                6

         Unaudited Consolidated Statements of Changes in
             Shareholders' Equity -
             For the Three Months Ended
             March 31, 2005 and March 31, 2004                                7

         Notes to Unaudited Consolidated Financial Statements                 8

     Item 2 - Management's Discussion and Analysis of Financial
               Condition and Results of Operations                           10

     Item 3 - Quantitative and Qualitative Disclosures About Market Risk     20

     Item 4 - Controls and Procedures                                        21

Part II - Other Information

     Item 1 - Legal Proceedings                                              21

     Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds    21

     Item 6 - Exhibits                                                       21

     Signatures                                                              22

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------------------------------------------------------------
                                                                                              March 31,       December 31,
(In thousands, except share data)                                                               2005               2004
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>                <C>
ASSETS
Cash and cash equivalents:
     Cash and due from banks                                                                $   77,775         $   42,418
     Interest bearing deposits in other banks                                                    2,067              2,569
     Federal funds sold and securities purchased under
          agreements to resell                                                                  13,639             34,273
----------------------------------------------------------------------------------------------------------------------------
          Total cash and cash equivalents                                                       93,481             79,260
----------------------------------------------------------------------------------------------------------------------------
Investment securities:
     Available for sale, amortized cost of $342,037 (2005) and $348,240 (2004)                 339,342            349,317
     Held to maturity, fair value of $19,234 (2005) and $20,555 (2004)                          18,715             19,803
----------------------------------------------------------------------------------------------------------------------------
          Total investment securities                                                          358,057            369,120
----------------------------------------------------------------------------------------------------------------------------
Loans, net of unearned income                                                                  884,030            876,705
Allowance for loan losses                                                                      (12,413)           (12,804)
----------------------------------------------------------------------------------------------------------------------------
          Loans, net                                                                           871,617            863,901
----------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                     27,464             27,415
Company-owned life insurance                                                                    27,209             26,978
Goodwill                                                                                         8,736              8,722
Other intangible assets, net                                                                     4,013              4,259
Other assets                                                                                    27,653             17,489
----------------------------------------------------------------------------------------------------------------------------
          Total assets                                                                      $1,418,230         $1,397,144
----------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
     Noninterest bearing                                                                    $  183,469         $  173,522
     Interest bearing                                                                          962,525            965,505
----------------------------------------------------------------------------------------------------------------------------
          Total deposits                                                                     1,145,994          1,139,027
----------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase                      71,802             59,758
Other borrowed funds                                                                            59,105             54,949
Dividends payable                                                                                2,241              2,232
Other liabilities                                                                                8,064              9,728
----------------------------------------------------------------------------------------------------------------------------
          Total liabilities                                                                  1,287,206          1,265,694
----------------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
Common stock, par value $.125 per share
     9,608,000 shares authorized; 8,242,827 and 8,234,423
     shares issued at March 31, 2005 and December 31, 2004, respectively                         1,030              1,029
Capital surplus                                                                                 20,966             20,744
Retained earnings                                                                              151,801            149,985
Treasury stock, at cost
      1,450,355 and 1,450,055 shares at March 31, 2005
      and December 31, 2004, respectively                                                      (41,021)           (41,008)
Accumulated other comprehensive income                                                          (1,752)               700
----------------------------------------------------------------------------------------------------------------------------
          Total shareholders' equity                                                           131,024            131,450
----------------------------------------------------------------------------------------------------------------------------
          Total liabilities and shareholders' equity                                        $1,418,230         $1,397,144
----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
-----------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                                                          2005             2004
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>              <C>
INTEREST INCOME
Interest and fees on loans                                                                        $ 13,703         $ 11,729
Interest on investment securities:
     Taxable                                                                                         1,912            1,964
     Nontaxable                                                                                        981              946
Interest on deposits in other banks                                                                     12               10
Interest of federal funds sold and securities purchased under agreements to resell                     500               90
-----------------------------------------------------------------------------------------------------------------------------
          Total interest income                                                                     17,108           14,739
-----------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                                                 4,946            3,674
Interest on federal funds purchased and securities sold under agreements to repurchase                 534              218
Interest on other borrowed funds                                                                       526              502
-----------------------------------------------------------------------------------------------------------------------------
          Total interest expense                                                                     6,006            4,394
-----------------------------------------------------------------------------------------------------------------------------
          Net interest income                                                                       11,102           10,345
-----------------------------------------------------------------------------------------------------------------------------
Provision for loan losses                                                                              (47)             365
-----------------------------------------------------------------------------------------------------------------------------
          Net interest income after provision for loan losses                                       11,149            9,980
-----------------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Service charges and fees on deposits                                                                 2,259            1,894
Allotment processing fees                                                                              653              199
Other service charges, commissions, and fees                                                           639              685
Data processing income                                                                                 340              334
Trust income                                                                                           396              414
Investment securities gains, net                                                                                         82
Gains on sale of mortgage loans, net                                                                   188               44
Gain on sale of credit card portfolio                                                                  700
Income from company-owned life insurance                                                               231              405
Other                                                                                                  118               30
-----------------------------------------------------------------------------------------------------------------------------
          Total noninterest income                                                                   5,524            4,087
-----------------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Salaries and employee benefits                                                                       5,960            5,394
Occupancy expenses, net                                                                                758              662
Equipment expenses                                                                                     683              564
Data processing and communications expenses                                                          1,034              918
Bank franchise tax                                                                                     361              341
Correspondent bank fees                                                                                222              188
Other                                                                                                2,491            1,615
-----------------------------------------------------------------------------------------------------------------------------
          Total noninterest expense                                                                 11,509            9,682
-----------------------------------------------------------------------------------------------------------------------------
          Income before income taxes                                                                 5,164            4,385
-----------------------------------------------------------------------------------------------------------------------------
Income tax expense                                                                                   1,108              877
-----------------------------------------------------------------------------------------------------------------------------
          Net income                                                                              $  4,056         $  3,508
-----------------------------------------------------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
     Basic                                                                                        $    .60          $   .52
     Diluted                                                                                           .59              .52
-----------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING
     Basic                                                                                           6,791            6,723
     Diluted                                                                                         6,839            6,784
-----------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>



UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                           2005              2004
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>
NET INCOME                                                                         $ 4,056           $ 3,508
Other comprehensive (loss) income:
     Unrealized holding (loss) gain on available for sale
     securities arising during the period on securities held
     at end of period, net of tax of $(1,320) and $302, respectively                (2,452)              560

Reclassification adjustment for prior period unrealized gain
     previously reported in other comprehensive income recognized
     during current period, net of tax of $19                                                            (35)
-----------------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income                                                   (2,452)              525
-----------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME                                                               $ 1,604           $ 4,033
-----------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------------------------
Three months ended March 31, (In thousands)                                                       2005            2004
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                               $  4,056       $   3,508
     Adjustments to reconcile net income to net cash provided by operating activities:
          Depreciation and amortization                                                          1,047             721
          Net amortization of investment security premiums and (discounts):
                Available for sale                                                                 116             466
                Held to maturity                                                                   (12)            (11)
          Provision for loan losses                                                                (47)            365
          Noncash compensation expense                                                                              69
          Mortgage loans originated for sale                                                    (7,364)         (3,718)
          Proceeds from sale of mortgage loans                                                   7,217           2,341
          Deferred income tax benefit                                                             (416)           (519)
          Gains on sale of mortgage loans, net                                                    (188)            (44)
          Gain on sale of credit card portfolio                                                   (700)
          Gains on sale of premises and equipment, net                                              (3)
          Gains on sale of available for sale investment securities, net                                           (82)
          Decrease in accrued interest receivable                                                  217              18
          Income from company-owned life insurance                                                (231)           (405)
          (Increase) decrease in other assets                                                   (9,038)          1,556
          Increase (decrease) in accrued interest payable                                          168             (11)
          (Decrease) increase in other liabilities                                              (1,449)            928
--------------------------------------------------------------------------------------------------------------------------
             Net cash (used in) provided by operating activities                                (6,627)          5,182
--------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of investment securities:
          Available for sale                                                                    78,017          62,914
          Held to maturity                                                                       1,100           1,254
     Proceeds from sale of available for sale investment  securities                                            22,036
     Purchase of available for sale investment securities                                      (71,930)        (80,107)
     Loans originated for investment, net of principal collected                                (6,634)        (19,892)
     Purchase of premises and equipment                                                           (851)           (778)
     Proceeds from sale of equipment                                                                 4               5
--------------------------------------------------------------------------------------------------------------------------
             Net cash used in investing activities                                                (294)        (14,568)
--------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in deposits                                                         6,967         (39,921)
     Net increase in federal funds purchased and securities
           sold under agreements to repurchase                                                  12,044          29,488
     Repayments of long-term debt                                                                 (477)         (2,669)
     Net increase (decrease) in other short-term borrowings                                      4,633            (103)
     Dividends paid                                                                             (2,232)         (2,215)
     Shares issued under Employee Stock Purchase Plan                                               46
     Stock options exercised                                                                       161             280
--------------------------------------------------------------------------------------------------------------------------
             Net cash provided by (used in) financing activities                                21,142         (15,140)
--------------------------------------------------------------------------------------------------------------------------
             Net increase (decrease) in cash and cash equivalents                               14,221         (24,526)
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                                                  79,260         127,216
--------------------------------------------------------------------------------------------------------------------------
             Cash and cash equivalents at end of period                                       $ 93,481       $ 102,690
--------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
     Interest                                                                                 $  5,838       $   4,405
     Income taxes
Transfers from loans to repossessed assets                                                       1,865              31
Cash dividend declared and unpaid                                                                2,241           2,220
--------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

------------------------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)
                                                                                                       Accumulated
                                                                                                          Other            Total
Three months ended                      Common Stock       Capital    Retained      Treasury Stock    Comprehensive    Shareholders'
March 31, 2005 and 2004               Shares     Amount    Surplus    Earnings   Shares     Amount       Income           Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>       <C>        <C>         <C>     <C>           <C>               <C>
  Balance at January 1, 2005           8,234     $1,029    $20,744    $149,985    1,450   $(41,008)     $   700           $131,450
------------------------------------------------------------------------------------------------------------------------------------
Net income                                                               4,056                                               4,056
Other comprehensive income                                                                               (2,452)            (2,452)
Cash dividends declared,
  $.33 per share                                                        (2,240)                                             (2,240)
Stock options exercised,
  including related tax benefits           7          1        176                             (13)                            164
Shares issued pursuant to
  Employee Stock Purchase plan             1                    46                                                              46
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2005            8,242     $1,030    $20,966    $151,801    1,450   $(41,021)     $(1,752)          $131,024
------------------------------------------------------------------------------------------------------------------------------------



------------------------------------------------------------------------------------------------------------------------------------
  Balance at January 1, 2004           8,161     $1,020    $18,670    $145,489    1,445   $(40,830)     $ 2,122           $126,471
------------------------------------------------------------------------------------------------------------------------------------
Net income                                                               3,508                                               3,508
Other comprehensive income                                                                                  525                525
Cash dividends declared,
  $.33 per share                                                        (2,220)                                             (2,220)
Stock options exercised                   11          2        281                                                             283
Noncash compensation expense
  attributed to stock option grants                             69                                                              69
------------------------------------------------------------------------------------------------------------------------------------
  Balance at March 31, 2004            8,172     $1,022    $19,020    $146,777    1,445   $(40,830)     $ 2,647           $128,636
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited consolidated financial statements.
</TABLE>

<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION AND NATURE OF OPERATIONS

The consolidated  financial  statements  include the accounts of Farmers Capital
Bank  Corporation  (the  "Company"),   a  financial  holding  company,  and  its
wholly-owned  six bank and two active nonbank  subsidiaries.  Bank  subsidiaries
include  Farmers Bank & Capital Trust Co.  ("Farmers  Bank") in  Frankfort,  KY;
United  Bank & Trust  Co.  in  Versailles,  KY;  Lawrenceburg  National  Bank in
Harrodsburg,  KY; First  Citizens Bank in  Elizabethtown,  KY;  Farmers Bank and
Trust Company  ("Farmers  Georgetown") in Georgetown,  KY; and Kentucky  Banking
Centers,  Inc. in Glasgow, KY. The Company has two active nonbank  subsidiaries,
FCB Services,  Inc. and Kentucky General Holdings,  LLC. FCB Services, Inc. is a
data processing subsidiary located in Frankfort,  KY, which provides services to
the Company's banks as well as unaffiliated  banks.  Kentucky General  Holdings,
LLC holds a 50%  voting  interest  in KHL  Holdings,  LLC,  which is the  parent
company of Kentucky Home Life  Insurance  Company.  Leasing One  Corporation,  a
commercial  leasing  company,  and Farmers  Capital  Insurance  Corporation,  an
insurance  agency,  are wholly-owned  subsidiaries of Farmers Bank. Pro Mortgage
Partners,  LLC, a mortgage  brokerage company,  is a wholly-owned  subsidiary of
Farmers Georgetown.  All significant intercompany  transactions and balances are
eliminated in consolidation.

The  Company  provides  financial  services  through  its  27  locations  in  16
communities  throughout Central Kentucky to individual,  business,  agriculture,
government,   and  educational  customers.  Its  primary  deposit  products  are
checking,  savings, and term certificate accounts.  Its primary lending products
are residential mortgage, commercial lending and leasing, and installment loans.
Substantially  all loans and leases are secured by specific  items of collateral
including business assets,  consumer assets, and commercial and residential real
estate.  Commercial  loans and leases are  expected  to be repaid from cash flow
from operations of businesses. Farmers Bank has served as the general depository
for the Commonwealth of Kentucky for over 70 years and also provides  investment
and other  services to the  Commonwealth.  Other services  include,  but are not
limited to, cash management  services,  issuing letters of credit,  safe deposit
box rental, and providing funds transfer services.  Other financial instruments,
which  potentially  represent  concentrations  of credit risk,  include  deposit
accounts in other financial institutions and federal funds sold.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities as of the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting period.  Estimates used in the preparation of the financial
statements  are based on various  factors  including  the current  interest rate
environment  and the  general  strength  of the local  economy.  Changes  in the
overall  interest rate  environment can  significantly  affect the Company's net
interest  income and the value of its recorded  assets and  liabilities.  Actual
results  could  differ  from  those  estimates  used in the  preparation  of the
financial statements.

The  financial  information  presented as of any date other than December 31 has
been  prepared  from the books  and  records  without  audit.  The  accompanying
consolidated  financial  statements  have been prepared in  accordance  with the
instructions  to Form 10-Q and Rule 10-01 of  Regulation  S-X and do not include
all of the  information  and the  footnotes  required by  accounting  principles
generally accepted in the United States of America for complete  statements.  In
the opinion of  management,  all  adjustments,  consisting  of normal  recurring
adjustments,  necessary for a fair  presentation  of such financial  statements,
have been included.  The results of operations  for the interim  periods are not
necessarily indicative of the results to be expected for the full year.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2004.

2.   RECLASSIFICATIONS

Certain   reclassifications   have  been  made  to  the  consolidated  financial
statements of prior periods to conform to the current period presentation. These
reclassifications  do not  affect net  income or total  shareholders'  equity as
previously reported.

3.   NET INCOME PER COMMON SHARE

Basic net income per common  share is  determined  by dividing net income by the
weighted average total number of shares of common stock outstanding. Diluted net
income  per  common  share is  determined  by  dividing  net income by the total
weighted  average number of shares of common stock  outstanding,  plus the total
weighted average number of shares that would be issued upon exercise of dilutive
stock options  assuming  proceeds are used to repurchase  shares pursuant to the
treasury stock method.  Net income per common share computations were as follows
at March 31, 2005 and 2004.

-----------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                        2005            2004
-----------------------------------------------------------------------------
Net income, basic and diluted                         $ 4,056      $ 3,508
-----------------------------------------------------------------------------

Average shares outstanding                              6,791        6,723
Effect of dilutive stock options                           48           61
-----------------------------------------------------------------------------
Average diluted shares outstanding                      6,839        6,784
-----------------------------------------------------------------------------

Net income per share, basic                           $   .60      $   .52
Net income per share, diluted                             .59          .52
-----------------------------------------------------------------------------

4.   STOCK-BASED COMPENSATION

In 1997, the Company's Board of Directors  approved a nonqualified  stock option
plan (the "Plan") that  provides for granting of stock  options to key employees
and officers of the Company. The Plan was subsequently ratified by the Company's
shareholders  at its annual  shareholders'  meeting  held on May 12,  1998,  the
measurement  date of the options  granted  during  1997.  All stock  options are
awarded at a price equal to the fair market value of the Company's  common stock
at the date the options are granted.  The Company applies Accounting  Principles
Board ("APB") Opinion No. 25 and related  interpretations  in accounting for its
Plan.  Accordingly,  since  options were granted  during 1997 at the fair market
value of the  Company's  stock  on the  grant  date,  and the  measurement  date
occurred during 1998, the Company recognized noncash  compensation  expense over
the vesting  period of the options,  which term ended during 2004,  based on the
intrinsic  value  of the  stock  options  measured  on the  date of  shareholder
ratification of the Plan.

The Company granted 40,049 and 54,000  additional  options under the Plan during
2004  and  2000 in  which  there is no  compensation  expense  being  recognized
pursuant to APB No. 25. In addition,  the Company issued shares  pursuant to its
Employee Stock Purchase Plan ("ESPP") during each of the quarters beginning with
the  quarter  ended  September  30, 2004 and  recorded  no related  compensation
expense.  Had  compensation  expense been determined under the fair value method
described in the Financial  Accounting  Standards  Board  ("FASB")  Statement of
Financial  Accounting  Standards  ("SFAS") No. 123,  ACCOUNTING FOR  STOCK-BASED
COMPENSATION,   as  amended  by  SFAS  No.  148,   ACCOUNTING  FOR   STOCK-BASED
COMPENSATION-TRANSITION  AND DISCLOSURE, the Company's net income and income per
common share would have been as shown in the table below.

--------------------------------------------------------------------------------
(In thousands, except per share data)
Three months ended March 31,                                  2005       2004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Net Income
  As reported                                              $ 4,056    $ 3,508
  Add:  Stock-based employee compensation expense
        included in reported net income, net of related
        tax effects                                                        45
  Less: Stock-based compensation expense determined
        under fair value based method for all awards,
        net of related tax effects                             (62)       (59)
--------------------------------------------------------------------------------
Proforma                                                   $ 3,994    $ 3,494
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NET INCOME PER COMMON SHARE
  Basic, as reported                                       $   .60    $   .52
  Basic, proforma                                              .59        .52

  Diluted, as reported                                         .59        .52
  Diluted, proforma                                            .58        .52
--------------------------------------------------------------------------------

On March 16, 2005 the Compensation Committee of the Company's Board of Directors
acted to approve an immediate  and full  acceleration  of the vesting on options
granted  during  2004.  As a result,  options to purchase  40,049  unvested  and
"out-of-the-money"  shares of the  Company's  common  stock  became  immediately
exercisable as of March 16, 2005.  The exercise  price of these options  remains
unchanged at $34.80 per share.  The closing  price of the  Company's  shares was
$34.50 on March  15,  2005.  None of the  accelerated  options  are  granted  to
directors or executive officers of the Company.

The  purpose  of the  accelerated  vesting  is to allow  the  Company  to reduce
anticipated  future  compensation  expense attributed to its stock option grants
pursuant to recently issued SFAS No. 123 (revised), "SHARE-BASED PAYMENT". Under
SFAS No. 123 (revised),  the Company will be required to recognize  compensation
expense in its income  statement  beginning  January 1, 2006 (in compliance with
SEC Release No.  33-8568) for awards  granted or modified on or after that date,
as well as recognizing  compensation expense for the portion of existing options
that vest January 1, 2006 or later.  Since the options  granted  during 2004 now
have an exercise price in excess of the market price on the date of modification
and  there is no  future  vesting  requirement,  there  will be no  compensation
expense  recorded  for these  options  in the  current or future  periods.  This
represents a reduction in estimated future compensation expense of approximately
$31,000 and  $26,000 for the twelve  months  ended  December  31, 2006 and 2007,
respectively.  The Company anticipates that it will record compensation  expense
pursuant to SFAS No. 123 (revised) for unvested  options from its 2000 grant and
shares issued under its ESPP.

5.  EMPLOYEE STOCK PURCHASE PLAN

The Company's 2004 ESPP was approved by its  shareholders  at the Company's 2004
annual meeting.  The purpose of the ESPP is to provide a means by which eligible
employees  may  purchase,  at a discount,  shares of common stock of the Company
through payroll withholding. The purchase price of the shares is equal to 85% of
their fair market value on specified  dates as defined in the plan. The ESPP was
effective July 1, 2004. There were 1,600 shares issued under the plan during the
first  quarter of 2005.  Compensation  cost related to the ESPP  included in the
proforma net income  disclosure  in the table in Note 4 above was $7,000 for the
three months ended March 31, 2005.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
        OF OPERATIONS
        -------------

FORWARD-LOOKING STATEMENTS

This report contains  forward-looking  statements  under the Private  Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. Although the
Company believes that the assumptions underlying the forward-looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included  herein will prove to be  accurate.  Factors  that could  cause  actual
results to differ from the results discussed in the  forward-looking  statements
include,  but are not limited to: economic  conditions  (both generally and more
specifically in the markets in which the Company and its subsidiaries  operate);
competition  for the  Company's  customers  from other  providers  of  financial
services; government legislation and regulation (which changes from time to time
and over which the Company has no control);  changes in interest rates; material
unforeseen  changes  in the  liquidity,  results  of  operations,  or  financial
condition of the Company's customers;  and other risks detailed in the Company's
filings with the Securities and Exchange Commission,  all of which are difficult
to predict and many of which are beyond the control of the Company.  The Company
expressly  disclaims  any intent or  obligation  to update  any  forward-looking
statements after the date hereof to conform such statements to actual results or
to changes in our opinions or expectations.

RESULTS OF OPERATIONS

                    FIRST QUARTER 2005 VS. FIRST QUARTER 2004
                    -----------------------------------------

The Company  reported  net income of $4.1  million for the first three months of
2005,  an increase of $548  thousand or 15.6%  compared to $3.5  million for the
same period in 2004.  Basic and diluted net income per share were $.60 and $.59,
respectively,  for the current  quarter.  This represents an increase of $.08 or
15.4% and $.07 or 13.5% on a basic and  diluted per share  basis,  respectively.
The  operating  results  related to the  previously  disclosed  acquisitions  of
Citizens Bank (Kentucky),  Inc. ("Citizens Georgetown") acquired on July 1, 2004
and Financial National Electronic  Transfer,  Inc. ("FiNET") acquired on October
8, 2004 are included in the financial results presented for the current quarter.
Net loans and deposits acquired from Citizens Georgetown on the date of purchase
were $50.1 million and $62.4  million,  respectively.  Net assets  acquired from
FiNET on the date of purchase,  primarily  intangibles,  were approximately $6.6
million.

The increase in net income for the current three months was driven by higher net
interest  income.  Net interest income for the current period was $11.1 million,
an increase  of $757  thousand  or 7.3%  compared to $10.3  million for the same
period a year  earlier.  The  increase in net  interest  income is due mainly to
higher  interest  income  from loans of $2.0  million or 16.8%.  This  offset an
increase in interest  expense of $1.6 million or 36.7% that was driven primarily
by an increase in interest expense on deposits of $1.3 million or 34.6%.

The  provision  for  loan  losses  decreased  $412  thousand  in  the  quarterly
comparison.  The negative $47 thousand  provision recorded in the current period
is attributed to several  factors,  including a sharp decline of $3.9 million or
39.2% in  nonperforming  loans from  year-end 2004 and the sale of the Company's
credit card loan  portfolio  during the  current  quarter.  Nonperforming  loans
include nonaccrual loans and loans past due 90 days or more in which interest is
still accruing.  Nonperforming loans and credit card loans typically have larger
allowances due to their identified risk of loss characteristics.

Noninterest income increased $1.4 million or 35.2% in the quarterly  comparison.
The increase in  noninterest  income was led by a one-time gain of $700 thousand
on the sale of the  Company's  $3.2  million  credit card  portfolio  during the
current  quarter.  Under the sale agreement,  the Company will continue to offer
its customers  credit cards via an agency  arrangement  with the purchaser.  All
existing  credit card  accounts on the  purchase  date  remained  active.  Other
significant increases in noninterest income include allotment processing fees of
$454 thousand or 228.1%  attributed to the FiNET  acquisition  during late 2004,
service charges and fees on deposits of $365 thousand or 19.3%, and gains on the
sale of mortgage  loans of $144  thousand.  Significant  declines in noninterest
income  include  income from  company-owned  life  insurance of $174 thousand or
43.0%  due to lower  crediting  rates on the  underlying  investments  and lower
investment securities gains of $82 thousand.

Noninterest  expenses  increased  $1.8  million or 18.9% for the  current  three
months  compared to the same period a year earlier.  The increase in noninterest
expenses occurred across a broad range of line items and is generally attributed
to the  Company's  business  expansion  during  the last half of 2004.  The most
significant  increase  was  salaries  and  employee  benefits,  which  grew $566
thousand or 10.5% as the number of full time  equivalent  employees  rose to 516
from 455. Other notable  increases  include  amortization of intangibles of $246
thousand and auditing  expenses of $117 thousand.  The effective income tax rate
increased  to 21.5% from 20.0% in the  comparison  while income tax expense rose
$231 thousand or 26.3%.

The return on average assets ("ROA") was 1.14% for the first quarter of 2005, an
increase of 4 basis  points  compared to 1.10%  reported  for the same period of
2004.  The return on average  equity ("ROE") was 12.51% for the first quarter of
2005, an increase of 142 basis points  compared to 11.09% for the same period of
2004.  The increase in ROE is primarily  attributed to a 97 basis point increase
in financial  leverage to 10.96% from 10.12%  combined  with the increase in net
income of $548  thousand.  Financial  leverage  represents  the  degree in which
borrowed funds, as opposed to equity, are used in the funding of assets.

NET INTEREST INCOME
-------------------

The trend of the general  interest rate  environment in the current three months
compared to a year earlier has been upward  primarily as a result of  short-term
interest rate  increases by the Fed. The Fed has increased  short-term  interest
rates by 175 basis  points in seven equal  increments  of 25 basis  points since
June 30, 2004.  The effects of these rate increases by the Fed has generally led
to higher average rates earned and paid on interest  earning assets and interest
bearing liabilities with a faster increase in the average rates paid on interest
bearing liabilities due to their repricing characteristics.

Net interest income is the most significant component of the Company's earnings.
Net  interest  income is the  excess of the  interest  income  earned on earning
assets over the interest paid for funds to support  those  assets.  The two most
common metrics used to analyze net interest  income are net interest  spread and
net interest margin.  Net interest spread represents the difference  between the
yields on earning assets and the rates paid on interest bearing liabilities. Net
interest  margin  represents  the  percentage of net interest  income to average
earning  assets.  Net interest margin will exceed net interest spread because of
the  existence  of  noninterest  bearing  sources of funds,  principally  demand
deposits  and  shareholders'  equity,  which are also  available to fund earning
assets.  Changes in net interest  income and margin result from the  interaction
between the volume and the composition of earning assets,  their related yields,
and the associated  cost and  composition of the interest  bearing  liabilities.
Accordingly,  portfolio size, composition, and the related yields earned and the
average  rates paid can have a  significant  impact on net  interest  spread and
margin.  The table on the  following  page  represents  the major  components of
interest  earning  assets and interest  bearing  liabilities on a tax equivalent
basis.  To compare the tax-exempt  asset yields to taxable  yields,  amounts are
adjusted to pretax  equivalents based on the marginal corporate Federal tax rate
of 35%.

The  Company's  tax  equivalent  ("TE") yield on earning  assets for the current
three  months was 5.6%,  an  increase  of 18 basis  points from 5.4% in the same
period a year ago. The cost of funds for the current  three months was 2.2%,  an
increase of 39 basis points  compared to 1.8% in the same period a year earlier.
A goal of the Company in the current  interest rate  environment  is to increase
earning  assets and maintain the current  relatively  low interest rates paid on
interest bearing liabilities.  The Company strives to accomplish this goal while
providing  excellent  service to its customers and  maintaining its core deposit
base.  Maintaining  the  relatively  low cost of funds is becoming  increasingly
difficult  due to the recent  rise in  general  interest  rates and  competitive
market forces. Average earning assets were $1.3 billion for the current quarter,
an increase of $143.7 million or 12.6% compared to $1.1 billion a year ago. As a
percentage of total average assets,  earning assets increased 57 basis points to
89.5% from 88.9%.  This  increase  had a positive 4 basis point effect on ROA in
the comparison.

Interest income results from interest earned on earning assets,  which primarily
include loans and investment  securities.  Interest income is affected by volume
(average  balance),  composition of earning assets, and the related rates earned
on those assets.  Total interest  income for the first quarter of 2005 was $17.1
million,  an  increase  of $2.4  million  or 16.1%  from the same  period in the
previous  year.  The growth in interest  income was mainly  attributed to higher
interest income on loans.  Interest income on loans increased mainly as a result
of higher  average loan balances  outstanding  resulting  from both the Citizens
Georgetown  acquisition and internally  generated loan growth. The Company's tax
equivalent  yield on earning assets for the current period was 5.6%, an increase
of 18 basis points compared to the same period a year ago.

Interest  and fees on loans was $13.7  million,  an increase of $2.0  million or
16.8%  compared to a year earlier.  Average loans  increased  $115.3  million or
15.1% to $879.5  million in the  comparison  due to higher  loan  demand in what
remains a relatively low rate  environment  and, to a lesser  extent,  the loans
acquired in the Citizens  Georgetown  acquisition.  On July 1, 2004, the Company
purchased   approximately  $50.1  million  in  loans  related  to  the  Citizens
Georgetown  acquisition.  In addition, the related tax equivalent yield on loans
increased  14  basis  points  to 6.4%  from  6.2% in the  quarterly  comparison.
Interest on taxable  securities was $1.9 million,  a decrease of $52 thousand or
2.6% due to a $20.1  million  or 8.1% lower  average  balance  outstanding.  The
decrease  in the average  balance  outstanding  offset a 21 basis  point  higher
average  rate  earned on taxable  securities  of 3.4% from 3.2% a year  earlier.
Interest on nontaxable  securities  increased $35 thousand or 3.7% due to a $3.5
million or 3.8%  increase in the  average  balance to $95.6  million  from $92.1
million.  Interest on short-term  investments,  including time deposits in other
banks,  federal funds sold, and securities purchased under agreements to resell,
increased  $412  thousand  due to an  increase  in the  average  rate earned and
average   balances   outstanding   of  144  basis  points  and  $45.0   million,
respectively.

Interest   expense   results  from  incurring   interest  on  interest   bearing
liabilities,  which primarily include interest bearing  deposits,  federal funds
purchased and securities sold under agreements to repurchase, and other borrowed
funds.  Interest expense is affected by volume,  composition of interest bearing
liabilities,  and the related rates paid on those  liabilities.  Total  interest
expense was $6.0 million for first  quarter of 2005, an increase of $1.6 million
or 36.7% from the same period in prior year.  Interest  expense  increased  as a
result of both higher average rates paid on interest bearing deposits along with
higher average balances outstanding throughout the entire deposit portfolio. The
Company's  cost of funds was 2.2% for the first  quarter of 2005, an increase of
39 basis points from 1.8% for the prior year.  The increase in cost of funds was
led by a 139 basis point increase in federal funds purchased and securities sold
under agreements to repurchase,  which generally reprice more quickly than other
interest  bearing  sources of funds and correlates  with the increase in general
short-term market interest rates.

Interest  expense on time  deposits,  the largest  component  of total  interest
expense,  increased  $882  thousand or 29.6% to $3.9  million.  The increase was
driven mainly by a $98.7 million or 23.2% higher average balance  outstanding in
the  current  period  that  was  boosted  by the  promotion  of the  FlexSpender
certificate  of deposit  product  during the last half of 2004 and the effect of
the $62.4 million additional deposits from the Citizens Georgetown  acquisition.
The average  rate paid on time  deposits  edged up 17 basis  points to 3.0% from
2.8% a year earlier.  Interest  expense on savings deposits and interest bearing
demand  deposits  increased  $136  thousand or 33.3% and $254 thousand or 90.1%,
respectively.  These  increases  were due almost  entirely to an increase in the
average rates paid on savings and interest  bearing demand  deposits of 27 basis
points or 31.0% and 39 basis  points or 81.3%,  respectively.  The  increase  in
average rates paid follows the trend of  increasing  general  short-term  market
interest rates between the comparable periods.  The average outstanding balances
of savings and interest  bearing  demand  deposits grew $4.4 million or 2.3% and
$14.3 million or 6.1%, respectively.

Interest expense on federal funds purchased and securities sold under agreements
to repurchase  increased $316 thousand or 145.0% due mainly to a 139 basis point
increase in the average rate paid to 2.5% from 1.1% a year ago and is attributed
to the increase in general  short-term  market interest rates  experienced since
the  comparable  period of last year.  Interest  expense on other borrowed funds
consists  primarily  of Federal  Home Loan Bank  ("FHLB")  borrowings.  Interest
expense on other borrowed funds was relatively unchanged at $526 thousand in the
current  quarter  due to the  long-term  fixed  rate  characteristics  of  these
borrowings.

The net interest margin (TE) decreased 17 basis points to 3.66% during the first
quarter of 2005 compared to 3.83% in the first quarter of 2004.  The decrease in
net interest  margin is primarily  attributed to a 21 basis point decline in the
spread  between  rates  earned on earning  assets and the rates paid on interest
bearing  liabilities  to 3.36% in the  current  quarter  from 3.57% in the first
quarter of 2004. A four basis point  improvement from the benefit of noninterest
bearing sources of funds offset the 21 basis point decline in spread,  resulting
in the decreased net interest margin. The effect of noninterest  bearing sources
of  funds  on  net  interest  margin  typically   increases  in  a  rising  rate
environment.

<PAGE>

The following tables present an analysis of net interest income for the
quarterly periods ended March 31.
<TABLE>
<CAPTION>

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY:  INTEREST RATES AND INTEREST DIFFERENTIAL
-----------------------------------------------------------------------------------------------------------------------------------
Three months ended March 31,                                   2005                                         2004

                                              Average                         Average         Average                    Average
(In thousands)                                Balance         Interest          Rate          Balance      Interest       Rate
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>                <C>       <C>            <C>               <C>
EARNING ASSETS
Investment securities
  Taxable                                   $  227,878        $  1,912           3.40%     $  247,953     $  1,964          3.19%
  Nontaxable1                                   95,594           1,439           6.10          92,073        1,398          6.11
Time deposits with banks, federal
 funds sold and securities purchased
 under agreements to resell                     85,831             512           2.42          40,879          100           .98
Loans1,2,3                                     879,498          13,789           6.36         764,161       11,818          6.22
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets                    1,288,801        $ 17,652           5.55%      1,145,066     $ 15,280          5.37%
-----------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses                      (12,827)                                       (11,404)
-----------------------------------------------------------------------------------------------------------------------------------
     Total earning assets, net of
     allowance for loan losses               1,275,974                                      1,133,662
-----------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Cash and due from banks                         76,915                                         93,893
Premises and equipment, net                     27,499                                         24,191
Other assets                                    60,041                                         36,363
-----------------------------------------------------------------------------------------------------------------------------------
     Total assets                           $1,440,429                                     $1,288,109
-----------------------------------------------------------------------------------------------------------------------------------
INTEREST BEARING LIABILITIES
Deposits
  Interest bearing demand                     $249,345        $    536            .87%      $ 235,050     $    282           .48%
  Savings                                      193,866             545           1.14         189,426          409            .87
  Time                                         524,440           3,865           2.99         425,781        2,983           2.82
Federal funds purchased and
  securities sold under agreements
  to repurchase                                 86,235             534           2.51          78,427          218           1.12
Other borrowed funds                            56,845             526           3.75          55,050          502           3.67
-----------------------------------------------------------------------------------------------------------------------------------
     Total interest bearing liabilities      1,110,731        $  6,006           2.19%        983,734     $  4,394          1.80%
-----------------------------------------------------------------------------------------------------------------------------------
NONINTEREST BEARING LIABILITIES
Commonwealth of Kentucky deposits               34,651                                         36,384
Other demand deposits                          152,516                                        132,825
Other liabilities                               11,064                                          7,914
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities                       1,308,962                                      1,160,857
-----------------------------------------------------------------------------------------------------------------------------------
     Shareholders' equity                      131,467                                        127,252
-----------------------------------------------------------------------------------------------------------------------------------
     Total liabilities and
     shareholders' equity                   $1,440,429                                     $1,288,109
-----------------------------------------------------------------------------------------------------------------------------------
Net interest income                                             11,646                                      10,886
TE basis adjustment                                               (544)                                       (541)
-----------------------------------------------------------------------------------------------------------------------------------
     Net interest income                                      $ 11,102                                    $ 10,345
-----------------------------------------------------------------------------------------------------------------------------------
Net interest spread                                                              3.36%                                     3.57%
Impact of noninterest bearing sources
  of funds                                                                        .30                                        .26
-----------------------------------------------------------------------------------------------------------------------------------
Net interest margin                                                              3.66%                                     3.83%
-----------------------------------------------------------------------------------------------------------------------------------

1Income and yield  stated at a fully tax  equivalent  basis  using the  marginal corporate Federal tax rate of 35%.
2Loan balances include principal balances on nonaccrual loans.
3Loan fees  included  in interest  income  amounted  to $553  thousand  and $619 thousand in 2005 and 2004, respectively.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

ANALYSIS OF CHANGES IN NET INTEREST INCOME (TAX EQUIVALENT BASIS)
-------------------------------------------------------------------------------------------------------------------
(In thousands)                                                     Variance         Variance Attributed to
Three months ended March 31,                                      2005/20041         Volume          Rate
-------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>           <C>
INTEREST INCOME
Taxable investment securities                                      $   (52)          $ (603)       $   551
Nontaxable investment securities2                                       41               57            (16)
Time deposits with banks, federal funds sold and
   securities purchased under agreements to resell                     412              176            236
Loans2                                                               1,971            1,715            256
-------------------------------------------------------------------------------------------------------------------
     Total interest income                                           2,372            1,345          1,027
-------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest bearing demand deposits                                       254               18            236
Savings deposits                                                       136               10            126
Time deposits                                                          882              700            182
Federal funds purchased and securities sold under
   agreements to repurchase                                            316               23            293
Other borrowed funds                                                    24               14             10
-------------------------------------------------------------------------------------------------------------------
     Total interest expense                                          1,612              765             847
-------------------------------------------------------------------------------------------------------------------
Net interest income                                                $   760           $  580        $    180
-------------------------------------------------------------------------------------------------------------------

Percentage change                                                    100.0%            76.3%           23.7%
-------------------------------------------------------------------------------------------------------------------
1The  changes  that are not  solely  due to rate or volume  are  allocated  on a percentage  basis using the
 absolute  values of rate and volume  variances as a basis for allocation.
2Income stated at fully tax equivalent basis using the marginal corporate Federal tax rate of 35%.
</TABLE>

NONINTEREST INCOME
------------------

Noninterest  income  totaled  $5.5  million  for the first  quarter of 2005,  an
increase of $1.4  million or 35.2%  compared to $4.1 million for the same period
in the prior year.  Noninterest income represents 24.4% of total revenue for the
current quarter,  an increase of 270 basis points from 21.7% for the same period
last year. The increase in noninterest income is due primarily to the previously
discussed  $700 thousand gain on the sale of the Company's  $3.2 million  credit
card portfolio,  increased allotment  processing fees of $454 thousand or 228.1%
attributed to the FiNET acquisition,  higher service charges and fees on deposit
accounts of $365 thousand or 19.3%,  and an increase in net gains on the sale of
mortgage loans of $144 thousand. The increased net gains on the sale of mortgage
loans is attributed to higher mortgage loans originated for sale of $3.6 million
or 98.1% in the  comparison  and is mainly  attributed to the  operations of Pro
Mortgage  Partners,  a mortgage  company the Company  opened  during  2004.  The
increase in service  charges and fees on deposit  accounts is due mainly to fees
related to new deposit accounts  resulting from the FiNET acquisition during the
fourth  quarter of 2004.  Since this is a recent  acquisition,  the  increase in
service charges and fees related to these deposit  accounts is expected to level
off once there are comparable periods in the future.

Income from  company-owned life insurance was $231 thousand in the current three
months, a decrease of $174 thousand or 43.0%. The decline is attributed to lower
crediting rates on the underlying  investments.  Until recently,  the underlying
investments  related to the  company-owned  life  insurance  have been repricing
downward in a lower interest rate environment.  Investment securities gains were
zero in the current period, which resulted in a decline of $82 thousand compared
to the  same  period a year  ago.  The  Company  periodically  sells  investment
securities  primarily for asset and  liability  management  purposes,  which can
result in variability when comparing to previous periods.

NONINTEREST EXPENSE
-------------------

Total  noninterest  expenses were $11.5 million for the three months ended March
31, 2005,  an increase of $1.8  million or 18.9%  compared to the same period in
2004. The increase in  noninterest  expenses are mainly a result of the Citizens
Georgetown and FiNET  acquisitions and the expansion of banking  operations into
the Lexington, Kentucky market, all of which occurred during the last six months
of 2004. The largest increase in noninterest  expenses was salaries and employee
benefits,  which  increased  $566  thousand  or 10.5% as the number of full time
equivalent employees rose 13.4% to 516 from 455 in the three-month comparison. A
significant  portion  of the  increase  in full  time  equivalent  employees  is
attributed to the Citizens  Georgetown  acquisition and additional  employees at
Pro  Mortgage  Partners.  Salaries  and related  payroll  taxes  increased  $758
thousand or 18.2% to $4.9 million due to increased  personnel  and normal salary
increases.  Noncash compensation  expense related to the Company's  nonqualified
stock option plan  declined  $69 thousand or 100.0% due to the  structure of the
vesting  schedule.  All options for which the  Company had  previously  recorded
noncash  compensation  expense  became fully vested during the fourth quarter of
2004.  Therefore,  there is no further noncash compensation expense recorded for
these stock options.  Employee benefit expenses decreased $123 thousand or 10.6%
due to lower health care and pension costs.

Occupancy  expense,  net of rental  income,  increased $96 thousand or 14.5% and
totaled  $758  thousand  at March  31,  2005.  The  increase  was  driven by the
Company's  business  acquisitions  and expansion  during the final half of 2004.
Equipment  expenses  were $683  thousand,  an increase of $119 thousand or 21.1%
that was also driven by business  expansion.  Data processing and communications
expense  rose $116  thousand or 12.6% to $1.0 million  from $918  thousand.  The
increase is attributed to increased data transfer capacity and larger processing
volumes in the comparison  periods.  Other noninterest  expenses  increased $876
thousand or 54.2% to $2.5 million from $1.6  million.  Included in this increase
is $123 thousand of  amortization  expense of core deposit  intangibles and $123
thousand of customer relationship intangibles related to acquisition activity in
which  there  is  no  corresponding  amount  for  the  first  quarter  of  2004.
Additionally,  there was an increase in auditing expenses of approximately  $117
thousand in the current  quarter  compared to the same period in 2004 attributed
to  Sarbanes-Oxley  compliance  along with  increases in other general  expenses
relating to the Company's  acquisitions and business  expansion  activity during
2004.

INCOME TAXES
------------

Income tax expense for the first quarter of 2005 was $1.1  million,  an increase
of $231  thousand or 26.3%  compared to $877 thousand for the same period a year
earlier.  The effective tax rate  increased 146 basis points to 21.5% from 20.0%
in the  comparison.  The change in the  effective  tax rate is due to  increased
revenues  from  taxable  sources  and a  decrease  in  revenue  from  nontaxable
investment securities.

FINANCIAL CONDITION

Total assets were $1.4 billion on March 31, 2005,  an increase of $21.1  million
or 1.5% from the prior year-end.  The growth in assets was the result of a $14.2
million or 17.9%  increase in cash and cash  equivalents,  a $7.7 million or .9%
increase in net loans,  and a $10.2  million or 58.1%  increase in other assets,
partially offset by a decline in investment securities of $11.1 million or 3.0%.
The $10.2 million  higher other assets total is due to an increase in other real
estate owned of $6.4 million and $3.8 million accrued receivable for the sale of
the Company's credit card portfolio.  The increase in total assets correlates to
additional  funding  sources,  primarily  $7.0  million  or  .6%  in  additional
deposits,  $12.0  million or 20.2%  increase  in  federal  funds  purchased  and
securities  sold  under  agreements  to  repurchase,  and $4.2  million  or 7.6%
increase  in other  borrowed  funds.  The  increase in deposits is mainly due to
higher  noninterest  bearing  deposits of $9.9 million or 5.7% and is related to
deposit activity of the  Commonwealth of Kentucky.  Total  shareholders'  equity
decreased  $426  thousand  or .3%  due  mainly  to a  $2.5  million  decline  in
comprehensive  income related to unrealized losses (net of tax) of the Company's
available for sale investment securities portfolio.

Management of the Company considers it noteworthy to understand the relationship
between the Company's  principal  subsidiary,  Farmers Bank & Capital Trust Co.,
and the  Commonwealth  of Kentucky.  Farmers Bank provides  various  services to
state agencies of the  Commonwealth.  As the  depository  for the  Commonwealth,
checks are drawn on Farmers Bank by these agencies,  which include paychecks and
state  income tax  refunds.  Farmers  Bank also  processes  vouchers  of the WIC
(Women,  Infants and Children) program for the Cabinet for Human Resources.  The
Bank's investment  department also provides services to the Teacher's Retirement
systems. As the depository for the Commonwealth,  large fluctuations in deposits
are likely to occur on a daily basis.  Therefore,  reviewing average balances is
important to understanding the financial condition of the Company.

On an average  basis,  total assets were $1.4 billion for the first three months
of 2005,  an  increase  of $92.8  million or 6.9% from  year-end  2004.  Average
earning assets,  primarily loans and securities,  were $1.3 billion at March 31,
2005, an increase of $88.1 million or 7.3% from year-end 2004.  Average  earning
assets represent 89.5% of total average assets on March 31, 2005, an increase of
37 basis points compared to 89.1% at year-end 2004.


LOANS
-----

Loans,  net of unearned  income,  totaled  $884.0  million at March 31, 2005, an
increase of $7.3 million or .8% from year-end 2004. The  composition of the loan
portfolio is summarized in the table below.

--------------------------------------------------------------------------------
                                         March 31, 2005        December 31, 2004
(Dollars in thousands)                   Amount      %         Amount       %
--------------------------------------------------------------------------------

Commercial, financial,
  and agriculture                       $136,829    15.5%     $134,016    15.3%
Real estate - construction                61,268     6.9        63,156     7.2
Real estate mortgage - residential       315,784    35.7       313,711    35.8
Real estate mortgage - farmland and
 other commercial enterprises            264,645    30.0       251,094    28.6
Installment                               65,620     7.4        75,271     8.6
Lease financing                           39,884     4.5        39,457     4.5
--------------------------------------------------------------------------------
     Total                              $884,030   100.0%     $876,705   100.0%
--------------------------------------------------------------------------------

On average, loans represented 68.2% of earning assets during the current period,
unchanged from year-end 2004. As loan demand fluctuates, the available funds are
reallocated between loans and lower earning temporary  investments or investment
securities, which typically involve a decrease in credit risk and lower yields.

ALLOWANCE FOR LOAN LOSSES
-------------------------

The allowance for loan losses was $12.4 million at March 31, 2005, a decrease of
$391 thousand or 3.1% from the prior year-end. The allowance for loan losses was
1.40% of loans net of unearned  income at March 31,  2005, a decrease of 6 basis
points compared to 1.46% at December 31, 2004. A $47 thousand negative provision
for loan losses in the current quarter resulted in a $412 thousand  decreased in
provision  for loan losses  compared to the same  period in 2004.  The  negative
provision  for loan losses is  attributed  to a sharp decline of $3.9 million or
39.2% in  nonperforming  loans from  year-end 2004 and the sale of the Company's
$3.2 million credit card  portfolio  during the current  quarter.  These factors
contributed  to a lower  allowance for loan loss at March 31, 2005.  The Company
had net  charge-offs of $344 thousand in the first three months of 2005 compared
to net  charge-offs  of $363  thousand in the same period of 2004, a decrease of
$19 thousand or 5.2%.  Annualized  net  charge-offs  represent  .16% and .19% of
average net loans for three months  ended March 31, 2005 and 2004  respectively,
as  compared  to .32% at  year-end  2004.  The  allowance  for loan  losses as a
percentage of  nonperforming  loans totaled  203.9% and 127.8% at March 31, 2005
and December 31, 2004, respectively. The increase is primarily attributed to the
$3.9 million decline in nonperforming  loans.  Management continues to emphasize
collection efforts and evaluation of risks within the loan portfolio.

NONPERFORMING ASSETS
--------------------

Nonperforming  assets for the Company include  nonperforming  loans,  other real
estate  owned,  and other  foreclosed  assets.  Nonperforming  loans  consist of
nonaccrual loans,  restructured loans, and loans past due ninety days or more on
which interest is still accruing.  Nonperforming assets totaled $16.3 million at
March 31, 2005,  an increase of $2.4  million or 17.7% from the prior  year-end.
Nonperforming loans were $6.1 million at March 31, 2005, a $3.9 million or 39.2%
decline  compared to year-end 2004. The decline in  nonperforming  loans relates
primarily to two  extensions  of credit  secured by real estate.  One involves a
balance of approximately  $1.3 million to a financially  trouble builder secured
by multifamily  residential real estate, the other relates to approximately $1.4
million secured by commercial real estate.  The underlying  collateral  securing
the credit to the  financially  troubled  builder was transferred to the Company
through foreclosure during the current quarter. The $1.4 million commercial real
estate credit was collected  during the quarter.  Nonperforming  loans represent
..7% of loans net of unearned  income at March 31,  2005,  a decrease of 45 basis
points from 1.1% compared to year-end 2004.

Other real estate owned was $10.1 million at March 31, 2005.  This represents an
increase of $6.4 million or 170.2%  compared to $3.7  million at year-end  2004.
The increase is attributed mainly to the transfer of $6.3 million of residential
real  estate  to the  Company  through  foreclosure  related  to the  previously
disclosed financially troubled builder.

TEMPORARY INVESTMENTS
---------------------

Temporary  investments  consist of interest  bearing deposits in other banks and
federal funds sold and  securities  purchased  under  agreements to resell.  The
Company  uses these funds in the  management  of  liquidity  and  interest  rate
sensitivity.  At March 31, 2005,  temporary  investments  were $15.7 million,  a
decrease of $21.1 million or 57.4%  compared to $36.8 million at year-end  2004.
Temporary  investments  averaged  $85.8 million during the first three months of
2005, an increase of $45.3 million or 111.8%. The increase is primarily a result
of the Company's  net funding  position,  which  includes an increase in average
interest  bearing deposits of $75.1 million or 8.4%.  Temporary  investments are
reallocated  as loan  demand  and  other  investment  alternatives  present  the
opportunity.

INVESTMENT SECURITIES
---------------------

The investment  securities  portfolio is comprised  primarily of U.S. Government
agency  securities,  mortgage-backed  securities,  and tax-exempt  securities of
states and  political  subdivisions.  Total  investment  securities  were $358.1
million on March 31,  2005,  a decrease of $11.1  million or 3.0% from  year-end
2004.

Investment  securities  averaged  $323.5  million in total for the current three
months, a decrease of $17.8 million or 5.2%. The decrease in average  investment
securities  was  driven  by a  $31.9  million  net  decline  in  mortgage-backed
securities,  which was  partially  offset by net  additional  purchases  of U.S.
Government  agency  securities  averaging $14.9 million during the quarter.  The
Company had a net unrealized loss on available for sale investment securities of
$2.7 million at March 31, 2005 compared to a net unrealized gain of $1.1 million
at  year-end  2004.  The $3.8  million  decrease  in the  current  period is due
primarily to the impact of changing economic  conditions,  including an increase
in short-term market interest rates that have generally lowered the value of the
investment  portfolio  at the  end of the  current  period.  As  overall  market
interest  rates have drifted  higher in the current  period,  the  portfolio has
declined in value. Market values of fixed rate investments are inversely related
to changes in market interest rates.

COMPANY-OWNED LIFE INSURANCE
----------------------------

Company-owned  life  insurance  totaled  $27.2  million  at March 31,  2005,  an
increase of $231  thousand or 0.9% from $27.0 million at year-end  2004.  Income
from company-owned life was $231 thousand during the first three months of 2005,
a decrease of $174  thousand or 43.0%  compared  to $405  thousand  for the same
period in 2004.  The decline is due to lower  crediting  rates on the underlying
investments.   Until  recently,   the  underlying  investments  related  to  the
company-owned  life insurance  have been repricing  downward in a lower interest
rate environment.

DEPOSITS
--------

The  Company's  primary  source  of  funding  for  its  lending  and  investment
activities results from its customer deposits,  which consist of noninterest and
interest bearing demand, savings, and time deposits. On March 31, 2005, deposits
totaled $1.1 billion, an increase of $7.0 million or .6% from year-end 2004. The
modest  increase  in  deposits  was due to a $9.9  million or 5.7%  increase  in
noninterest  bearing deposits  partially offset by a $3.0 million or .3% decline
in interest bearing  deposits.  The increase in noninterest  bearing deposits is
attributed  to $11.7  million  higher  balance  related to the  Commonwealth  of
Kentucky.  Excluding the Commonwealth of Kentucky deposits,  noninterest bearing
deposits  decreased $1.8 million or 1.2% in the comparison.  The net decrease in
interest bearing deposits include higher time deposits of $12.2 million or 2.4%,
offset by lower  savings  deposit  balances  of $13.1  million or 6.5% and lower
interest  bearing  demand  deposits of $2.0 million or .8%.  Time  deposits grew
primarily  as  a  result  of a  net  additional  $17.9  million  of  FlexSpender
certificate of deposit accounts opened during the current  quarter.  The Company
anticipates  that  the  growth  of  FlexSpender  accounts  will  diminish  since
marketing efforts to sell this product have now been scaled back.  Average total
deposits  were $1.2 billion for the first three  months of 2005,  an increase of
$82.3  million or 7.7%  compared  to year-end  2004.  Net  increases  in average
deposits were consistent  throughout  most of the deposit  portfolio as follows:
noninterest  bearing demand of $7.2 million or 4.0%;  interest bearing demand of
$7.3  million  or 3.0%;  savings  accounts  of $2.8  million  or 1.4%;  and time
deposits of $65.1 million or 14.2%.

BORROWED FUNDS
--------------

Borrowed  funds totaled  $130.9  million at March 31, 2005, an increase of $16.2
million or 14.1% from $114.7  million at year-end 2004. The increase was made up
of a $16.7  million or 27.1%  increase in short-term  borrowings  coupled with a
decline of $477 thousand or .1% in long-term borrowings. Federal funds purchased
and  securities  sold under  agreements  to  repurchase  and debt assumed in the
acquisition of other real estate owned increased short-term  borrowings by $12.0
million or 20.2% and $5.0 million,  respectively.  The increase in federal funds
purchased and securities sold under agreements to repurchase is due primarily to
increased   correspondent  banking  activity.  The  $477  thousand  decrease  in
long-term  borrowings is  attributed  to  repayments of borrowed  funds from the
FHLB. Total borrowed funds averaged $143.1 million,  an increase of $5.2 million
or 3.8% from $137.9 million at year-end 2004.

LIQUIDITY

The Parent  Company's  primary use of cash consists of dividend  payments to its
common shareholders,  purchases of its common stock, corporate acquisitions, and
other  general  operating  purposes.  Liquidity  of the Parent  Company  depends
primarily  on the  receipt  of  dividends  from its  subsidiary  banks  and cash
balances  maintained.  As of March 31, 2005  combined  retained  earnings of the
subsidiary banks were $51.9 million, of which $3.6 million was available for the
payment of dividends to the Parent Company without obtaining prior approval from
bank regulatory agencies. As a practical matter,  payment of future dividends is
also subject to the maintenance of other capital ratio requirements.  Management
expects that in the aggregate,  its  subsidiary  banks will continue to have the
ability to pay dividends in order to provide funds to the Parent  Company during
the remainder of 2005 sufficient to meet its liquidity  needs. In addition,  the
Parent  Company has a $10.0 million  unsecured  line of credit with an unrelated
financial  institution  available for general corporate  purposes.  This line of
credit  has not been  drawn  upon and will  mature on May 31,  2005.  The Parent
Company had cash  balances of $7.8 million at March 31, 2005, a decrease of $3.0
million or 27.5% from $10.8 million at year-end 2004. The $3.0 million  decrease
in cash at the Parent Company is due primarily to $2.2 million in dividends paid
to the Company's shareholders and for the payment of general operating expenses.

The  Company's  objective  as it  relates  to  liquidity  is to ensure  that the
subsidiary  banks have funds  available to meet deposit  withdrawals  and credit
demands without unduly penalizing  profitability.  In order to maintain a proper
level of liquidity, the subsidiary banks have several sources of funds available
on a daily basis that can be used for liquidity purposes. Those sources of funds
include the  subsidiary  banks' core  deposits,  consisting of both business and
nonbusiness deposits; cash flow generated by repayment of principal and interest
on loans and investment securities; FHLB borrowings; and federal funds purchased
and  securities  sold under  agreements  to  repurchase.  While  maturities  and
scheduled  amortization  of loans and  investment  securities  are  generally  a
predictable  source of funds,  deposit  outflows  and mortgage  prepayments  are
influenced  significantly by general interest rates,  economic  conditions,  and
competition  in our  local  markets.  As of  March  31,  2005  the  Company  had
approximately  $189.9  million in additional  borrowing  capacity  under various
FHLB,  federal  funds,  and other  borrowing  agreements.  However,  there is no
guarantee  that these  sources of funds will  continue  to be  available  to the
Company,  or that current  borrowings can be refinanced upon maturity,  although
the Company is not aware of any events or uncertainties that are likely to cause
a decrease in our liquidity from these sources.

For the longer term, the liquidity position is managed by balancing the maturity
structure of the balance sheet. This process allows for an orderly flow of funds
over an extended  period of time. The Company's  Asset and Liability  Management
Committee,  both at the bank subsidiary level and on a consolidated basis, meets
regularly  and  monitors  the   composition  of  the  balance  sheet  to  ensure
comprehensive management of interest rate risk and liquidity.

Liquid assets consist of cash, cash  equivalents,  and securities  available for
sale. At March 31, 2005, such assets totaled $432.8 million, an increase of $4.2
million or 1.0% from year-end  2004. The increase in liquid assets is attributed
to the overall  funding  position  of the  Company.  Net cash used in  operating
activities  was $6.6 million in the first three  months of 2005  compared to net
cash provided by operating activities of $5.2 million for the same period a year
earlier.  The net use of cash in the current  three months is  attributed  to an
increase in other assets attributed to $6.4 million higher balance of other real
estate owned and $3.8  million  accrued  receivable  for sale of the credit card
portfolio.  Net cash  used in  investing  activities  was $294  thousand  in the
current period  compared to $14.6 million in the same period last year. The most
significant  item  included  in the  $14.3  million  lower  cash  flows  used in
investing  activities is a $13.3  million  decrease  from loans  originated  for
investment,   net  of  principal  collected.  Net  cash  provided  by  financing
activities  was $21.1 million for the three months ended March 31, 2005 compared
to  $15.1  million  net  cash  used in the  same  period  a year  earlier.  This
represents an increase in cash flows of $36.3 million in the  comparison  and is
related  mainly  to $46.9  million  attributed  to  increased  deposit  activity
partially  offset by $17.4 million  related to lower federal funds purchased and
securities  sold under  agreements  to  repurchase  activity  in the  comparable
periods.

Commitments  to  extend  credit  are  considered  in  addressing  the  Company's
liquidity  management.   The  Company  does  not  expect  these  commitments  to
significantly effect the liquidity position in future periods.

CAPITAL RESOURCES

Shareholders'  equity was $131.0  million on March 31, 2005.  This  represents a
decrease of $426  thousand or .3% from year-end 2004 due mainly to a decrease in
other comprehensive income of $2.5 million.  This was partially offset by a $1.8
million or 1.2% increase in retained earnings.  Retained earnings increased as a
result of $4.1 million in net income offset by $2.2 million,  or $.33 per share,
in  dividends  declared  during the current  quarter.  The Company  issued seven
thousand  and one thousand  shares of common  stock  during the current  quarter
pursuant to its nonqualified stock option plan and employee stock purchase plan,
respectively.  The issuance of these shares  increased  shareholders'  equity by
$223 thousand.  The Company  purchased  three hundred shares of its  outstanding
common stock at a total cost of $13 thousand during current quarter of 2005.

Accumulated other  comprehensive  income,  consisting of net unrealized  holding
losses on available for sale  securities (net of tax), was $1.8 million at March
31, 2005, a decrease of $2.5 million  from  year-end  2004.  The decrease is due
primarily to the impact of changing economic  conditions,  including an increase
in short-term market interest rates that have generally lowered the value of the
investment  portfolio at the end of the current period.  As overall market rates
have drifted higher in the current period,  the portfolio has declined in value.
Market  values of fixed rate  investments  are  inversely  related to changes in
market interest rates.

Consistent with the objective of operating a sound financial  organization,  the
Company's goal is to maintain  capital ratios well above the regulatory  minimum
requirements.  The Company's capital ratios as of March 31, 2005, the regulatory
minimums, and the regulatory standard for a well-capitalized  institution are as
follows.

----------------------------------------------------------------------------
                        Farmers Capital      Regulatory          Well
                       Bank Corporation        Minimum        Capitalized
----------------------------------------------------------------------------
Tier 1 risk based            12.62%             4.00%             6.00%
Total risk based             13.87%             8.00%            10.00%
Leverage                      8.41%             4.00%             5.00%
----------------------------------------------------------------------------

As of March 31, 2005,  all of the Company's  subsidiary  banks were in excess of
the   well-capitalized   regulatory  ratio   requirements  as  calculated  under
guidelines established by federal banking agencies.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

The Company uses a simulation  model as a tool to monitor and evaluate  interest
rate risk  exposure.  The model is designed to measure  the  sensitivity  of net
interest  income and net income to  changing  interest  rates over  future  time
periods.  Forecasting  net  interest  income and its  sensitivity  to changes in
interest  rates  requires the Company to make  assumptions  about the volume and
characteristics  of  many  attributes,  including  assumptions  relating  to the
replacement  of  maturing  earning  assets and  liabilities.  Other  assumptions
include,  but are not limited to, projected  prepayments,  projected new volume,
and the predicted  relationship  between  changes in market  interest  rates and
changes in  customer  account  balances.  These  effects are  combined  with the
Company's  estimate of the most likely rate environment to produce a forecast of
net interest income and net income. The forecasted results are then adjusted for
the effect of a gradual  increase and decrease in market  interest  rates on the
Company's net interest income and net income. Because assumptions are inherently
uncertain, the model cannot precisely estimate net interest income or net income
or the effect of interest  rate changes on net  interest  income and net income.
Actual results could differ significantly from simulated results.

At March 31, 2005, the model indicated that if rates were to gradually  increase
by 150 basis points during the calendar year,  then net interest  income and net
income would increase .83% and 1.75%,  respectively for the year ending December
31, 2005. The model  indicated  that if rates were to gradually  decrease by 150
basis points over the same period, then net interest income and net income would
decrease 3.0% and 6.6%, respectively.

In the current low interest rate environment, it is not practical or possible to
reduce certain  deposit rates by the same magnitude as rates on earning  assets.
The average rate paid on some of the Company's deposits is well below 1.5%. This
situation  magnifies the model's  predicted  results when modeling a decrease in
interest rates, as earning assets with higher yields have more of an opportunity
to reprice at lower rates than lower-rate deposits.

ITEM 4.  CONTROLS AND PROCEDURES
--------------------------------

The  Registrant's  Chief  Executive  Officer and Chief  Financial  Officer  have
reviewed and evaluated the effectiveness of the Registrant's disclosure controls
and  procedures  as of the end of the period  covered by this  report,  and have
concluded that the Registrant's disclosure controls and procedures were adequate
and effective to ensure that all material  information  required to be disclosed
in this annual report has been made known to them in a timely fashion.

There were no significant  changes in the Registrant's  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of the Chief Executive Officer and Chief Financial Officers evaluation, nor
were there any significant  deficiencies or material  weaknesses in the controls
which required corrective action.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
--------------------------

As of March 31, 2005,  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  effect  upon  the  consolidated  financial  statements  of the
Company.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
--------------------------------------------------------------------

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. There were no shares purchased
during the current quarter.

ITEM 6.  EXHIBITS
-----------------

         List of Exhibits
         ----------------

     3i.  Amended and Restated Articles of Incorporation of Farmers Capital Bank
          Corporation  (incorporated  by reference  to Quarterly  Report on Form
          10-Q for the quarterly period ended June 30, 1998).

     3ii. Amended  and  Restated  By-Laws of Farmers  Capital  Bank  Corporation
          (incorporated  by  reference  to  Annual  Report  of Form 10-K for the
          fiscal year ended December 31, 1997.

     3iia Amendments   to   By-Laws   of  Farmers   Capital   Bank   Corporation
          (incorporated  by reference  to Quarterly  Report on Form 10-Q for the
          quarterly period ended March 31, 2003).

     31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002 (page 23)


     31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002 (page 24)

     32   CEO  and  CFO   Certification   Pursuant   to   Section   906  of  the
          Sarbanes-Oxley Act of 2002 (Page 25)


<PAGE>


                                   SIGNATURES

Pursuant to the requirements 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.




Date:    May 9, 2005             /s/ G. Anthony Busseni
      --------------------       -----------------------------------------------
                                 G. Anthony Busseni,
                                 President and CEO (Principal Executive Officer)


Date:   5-9-05                   /s/ Doug Carpenter
      --------------------       -----------------------------------------------
                                 C. Douglas Carpenter,
                                 Vice President, Secretary, and CFO
                                 (Principal Financial and Accounting Officer)