UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(AMENDMENT NO. 1)





(Mark One)

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

For the fiscal year ended December 31, 2010

Commission file number 000-23667





HOPFED
BANCORP, INC.

(Exact name of registrant as specified in its charter)







|                                                         |  |                                     
|-------------------------------------------------------- |  | ------------------------------------
|Delaware                                                 |  | 61-1322555                          
|(State of jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                         | 
|4155 Lafayette Road, Hopkinsville, KY                    |  | 42240                               
|(Address of principal executive offices)                 |  | (Zip Code)                          

Registrants telephone number, including area code: (270) 885-1171.





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

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

Common Stock, par value $.01 per share

(Title of Class)





Indicate by check mark whether
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x.

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x.

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.    YESxNO   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (subsection 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. (as defined in Rule 12b-2 of the Act).



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller Reporting Company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

The registrants voting stock is traded on the NASDAQ Stock Market. The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the price ($9.03
per share) at which the stock was sold on June 30, 2010, was approximately $59,648,171. For purposes of this calculation, the term affiliate refers to all executive officers and directors of the registrant and all stockholders
beneficially owning more than 10% of the registrants Common Stock.

As of the close of business on March 25, 2011, 7,334,963 shares
of the registrants Common Stock were outstanding.

Documents Incorporated By Reference

Part II:

Annual Report to Stockholders for the
year ended December 31, 2010.

Part III:

Portions of the definitive proxy statement for the 2011 Annual Meeting of Stockholders.









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EXPLANATORY NOTE

The sole purpose of this Form 10-K/A (Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31,
2010) is to amend and restate the certifications filed as Exhibits 31.1 and 31.2 to conform to Regulation S-K, Item 601(b)(31).

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a) The following consolidated financial statements of the Company included in the Annual Report to Stockholders for the year ended December 31, 2010, are incorporated herein by reference in
Item 8 of this Report. The remaining information appearing in the Annual Report to Stockholders is not deemed to be filed as part of this Report, except as expressly provided herein.



| | 1. | Report of Independent Registered Public Accounting Firm.
| | -- | --------------------------------------------------------



| | 2. | Consolidated Balance Sheets - December 31, 2010 and 2009.
| | -- | ---------------------------------------------------------



| | 3. | Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008.
| | -- | ---------------------------------------------------------------------------------------



| | 4. | Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2010, 2009 and 2008.
| | -- | -----------------------------------------------------------------------------------------------------



| | 5. | Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2010, 2009 and 2008.
| | -- | ----------------------------------------------------------------------------------------------------------------



| | 6. | Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008.
| | -- | -------------------------------------------------------------------------------------------



| | 7. | Notes to Consolidated Financial Statements.
| | -- | -------------------------------------------

(b) The following exhibits either are filed as part of this Report or are incorporated herein by reference:

Exhibit No. 1.1. Underwriting Agreement by and between Registrant and Howe Barnes Hoefer & Arnett, Inc. as the underwriter, dated as of June 16, 2010. Incorporated herein by
reference to Exhibit No. 1.1 to Registrants Current Report on Form 8-K dated and filed on June 17, 2010.

Exhibit No. 2.1. Plan of Conversion of Hopkinsville Federal Savings Bank. Incorporated herein by reference to Exhibit
No. 2 to Registrants Registration Statement on Form S-1 (File No. 333-30215).

Exhibit No. 3.1.
Certificate of Incorporation. Incorporated herein by reference to Exhibit No. 3.1 to Registrants Registration Statement on Form S-1 (File No. 333-30215).

Exhibit No. 3.2 Certificate of Designations with respect to Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Incorporated herein by reference to Exhibit No. 3.1 to
Registrants Current Report on Form 8-K dated December 12, 2008 (filed on December 17, 2008).

Exhibit No. 3.3
Bylaws, as amended. Incorporated herein by reference to Exhibit No. 3.2 to Registrants Current Report on Form 8-K dated December 5, 2007 (filed on December 6, 2007).



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Exhibit No. 4.1. Form of Common Stock Certificate incorporated herein by
reference to Exhibit No. 4.1 to Registrants Registration Statement on Form S-1 (File No. 333-30215).

Exhibit
No. 4.2 Warrant to Purchase up to 243,816 shares of Common Stock. Incorporated herein by reference to Exhibit No. 3.2 to Registrants Current Report on Form 8-K dated December 12, 2008 (filed December 17, 2008).

Exhibit No. 10.1. HopFed Bancorp, Inc. Management Recognition Plan. Incorporated herein by reference to Exhibit 99.1 to
Registration Statement on Form S-8 (File No. 333-79391).

Exhibit No. 10.2. HopFed Bancorp, Inc. 1999 Stock Option
Plan. Incorporated herein by reference to Exhibit 99.2 to Registration Statement on Form S-8 (File No. 333-79391).

Exhibit No. 10.3. Employment Agreement by and between Hopkinsville Federal Savings Bank and John E. Peck. Incorporated herein
by reference to Exhibit No. 10.2 to Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000.

Exhibit No. 10.4. Employment Agreement by and between Registrant and John E. Peck. Incorporated herein by reference to Exhibit No. 10.2 to Registrants Current Report on Form 8-K
dated April 17, 2008 (filed April 22, 2008).

Exhibit No. 10.5. HopFed Bancorp, Inc. 2000 Stock Option
Plan. Incorporated herein by reference to Exhibit 10.10 to Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

Exhibit No. 10.6. Employment Agreement by and between Registrant and Billy C. Duvall. Incorporated herein by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K dated
February 12, 2008 (filed February 19, 2008).

Exhibit No. 10.7. Employment Agreement by and between Heritage
Bank and Billy C. Duvall. Incorporated herein by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K dated February 12, 2008 (filed February 19, 2008).

Exhibit No. 10.8. Employment Agreement by and between Registrant and Michael L. Woolfolk. Incorporated herein by reference to
Exhibit 10.1 to Registrants Current Report on Form 8-K dated April 17, 2008 (filed April 22, 2008).

Exhibit
No. 10.9. Employment Agreement by and between Heritage Bank and Michael L. Woolfolk. Incorporated herein by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K dated April 17, 2008 (filed April 22, 2008).

Exhibit No. 10.10. Fulton Division Acquisition Agreementdated as of March 1, 2002, by and between Old
National Bank and Hopkinsville Federal Bank. Incorporated herein by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K dated March 1, 2002.

Exhibit No. 10.11 HopFed Bancorp, Inc. 2004 Long Term Incentive Plan.Incorporated herein by reference to Exhibit 99.3 to Registration Statement on Form S-8 (File No. 333-117956) dated
August 5, 2004.

Exhibit No. 10.12 Employment Agreement by and between Registrant and Michael F. Stalls.
Incorporated herein by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K dated February 12, 2008 (filed February 19, 2008).

Exhibit No. 10.13 Employment Agreement by and between Heritage Bank and Michael F. Stalls. Incorporated herein by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K
dated February 12, 2008 (filed February 19, 2008).



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Exhibit No. 10.17 Form of Letter Agreement, executed by each of Messrs. John E.
Peck, Michael L. Woolfolk, Michael F. Stalls, Billy C. Duvall, and Keith Bennett with Registrant.Incorporated herein by reference to Exhibit No. 10.3 to Registrants Current Report on Form 8-K dated December 12, 2008 (filed
December 17, 2008)

Exhibit No. 13.1. Annual Report to Stockholders Except for those portions of the Annual
Report to Stockholders for the year ended December 31, 2010, which are expressly incorporated herein by reference, such Annual Report is furnished for the information of the Commission and is not to be deemed filed as part of this
Report.*

Exhibit No. 14.1. Code of Ethics. Incorporated herein by reference to Exhibit 14 to Registrants
Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

Exhibit No. 21.1 Subsidiaries of the
Registrant.*

Exhibit No. 23.1. Consent of Rayburn, Bates & Fitzgerald, P.C.*

Exhibit No. 31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rule

13a  14(a) or 15d  14(a).

Exhibit No. 31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rule

13a  14(a) or 15d  14(a).

Exhibit No 32.1. Certification of
Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.*

Exhibit No 32.2. Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.*

Exhibit No. 99.1 Certification of Principal Executive Officer pursuant to 31 C.F.R. Section 30.15.*

Exhibit No. 99.2. Certification of Principal Financial Officer pursuant to 31 C.F.R. Section 30.15.*



|* | Previously filed.
|- | -----------------

(c) All
schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.



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SIGNATURES

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



|                   |  |                      |  |                                      
|------------------ |  | -------------------- |  | -------------------------------------
|                   |  | HOPFED BANCORP, INC.
|                   |  | (Registrant)        
|                   |  |                     
|Date: July 1, 2011 |  | By:                  |  | /s/ John E. Peck                     
|                   |  |                      |  | John E. Peck                         
|                   |  |                      |  | President and Chief Executive Officer