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                                                                     EXHIBIT 3.2

                                    BYLAWS

                                      OF

                             HOPFED BANCORP, INC.


                                   ARTICLE I

                          PRINCIPAL EXECUTIVE OFFICE
                                        
          The principal executive office of HopFed Bancorp, Inc. (the
"Corporation") shall be at 2700 Fort Campbell Boulevard, Hopkinsville, Kentucky.
The Corporation may also have offices at such other places within or outside of
the Commonwealth of Kentucky as the board of directors shall from time to time
determine.


                                   ARTICLE II

                                  STOCKHOLDERS
                                        
          SECTION 1.     Place of Meetings.  All annual and special meetings of
                         -----------------
stockholders shall be held at the principal executive office of the Corporation
or at such other place within or outside of the State of Delaware as the board
of directors may determine and as designated in the notice of such meeting.

          SECTION 2.     Annual Meeting.  A meeting of the stockholders of the
                         --------------
Corporation for the election of directors and for the transaction of any other
business of the Corporation shall be held annually at such date and time as the
board of directors may determine.

          SECTION 3.     Special Meetings.  Special meetings of the stockholders
                         ----------------
for any purpose or purposes may be called at any time by the board of directors
or by a committee of the board of directors in accordance with the provisions of
the Corporation's Certificate of Incorporation.

          SECTION 4.     Conduct of Meetings.  Annual and special meetings shall
                         -------------------
be conducted in accordance with these Bylaws or as otherwise prescribed by the
board of directors. The chairman or the chief executive officer of the
Corporation shall preside at such meetings.

          SECTION 5.     Notice of Meeting.  Except as otherwise requred by law,
                         -----------------
notice to stockholders may be given by public disclosure or mail. If by mail,
written notice stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called shall be mailed by the secretary or the
officer performing his duties, not less than ten days nor more than fifty days
before the meeting to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books or records of the Corporation as of the
record date prescribed in Section 6, with postage thereon prepaid. If a
stockholder is present at a meeting, or in writing waives notice thereof before
or after the meeting, notice of the meeting to such stockholder shall be
unnecessary. When any stockholders' meeting, either annual or special, is
adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. It shall not be necessary to give
any notice of the time and place of any meeting adjourned for less than thirty
days or of the business to be transacted at such adjourned meeting, other than
an announcement at the meeting at which such adjournment is taken.

          SECTION 6.     Fixing of Record Date.  For the purpose of determining
                         ---------------------
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any adjournment thereof, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the board of
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directors shall fix in advance a date as the record date for any such
determination of stockholders. Such date in any case shall be not more than
sixty days, and in case of a meeting of stockholders not less than ten days,
prior to the date on which the particular action requiring such determination of
stockholders, is to be taken. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

          SECTION 7.     Voting Lists.  The officer or agent having charge of
                         ------------
the stock transfer books for shares of the Corporation shall make, at least ten
days before each meeting of stockholders, a complete record of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. The record, for a period of ten days
before such meeting, shall be kept on file at the principal office of the
Corporation, whether within or outside the State of Florida, and shall be
subject to inspection by any stockholder for any purpose germane to the meeting
at any time during usual business hours. Such record shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder for any purpose germane to the meeting during the
whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such record or
transfer books or to vote at any meeting of stockholders.

          SECTION 8.     Quorum.  One-third of the outstanding shares of the
                         ------
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than one-third of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

          SECTION 9.     Proxies.  At all meetings of stockholders, a
                         -------
stockholder may vote by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact. Proxies solicited on behalf of the management
shall be voted as directed by the stockholder or, in the absence of such
direction, as determined by a majority of the board of directors. No proxy shall
be valid after eleven months from the date of its execution unless otherwise
provided in the proxy.

          SECTION 10.    Voting.  At each election for directors every
                         ------
stockholder entitled to vote at such election shall be entitled to one vote for
each share of stock held. Unless otherwise provided by the Certificate of
Incorporation, by statute, or by these Bylaws, a majority of those votes cast by
stockholders at a lawful meeting shall be sufficient to pass on a transaction or
matter, except in the election of directors, which election shall be determined
by a plurality of the votes of the shares present in person or by proxy at the
meeting and entitled to vote on the election of directors.

          SECTION 11.    Voting of Shares in the Name of Two or More Persons.
                         ---------------------------------------------------
When ownership of stock stands in the name of two or more persons, in the
absence of written directions to the Corporation to the contrary, at any meeting
of the stockholders of the Corporation any one or more of such stockholders may
cast, in person or by proxy, all votes to which such ownership is entitled. In
the event an attempt is made to cast conflicting votes, in person or by proxy,
by the several persons in whose name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting, but
no votes shall be cast for such stock if a majority cannot agree.

          SECTION 12.    Voting of Shares by Certain Holders.  Shares standing
                         -----------------------------------
in the name of another corporation may be voted by any officer, agent or proxy
as the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine. Shares
held by an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by him, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him without
a transfer of such shares into his name. Shares standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority to do so is contained in an appropriate order of the court
or other public authority by which such receiver was appointed.

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          A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

          Neither treasury shares of its own stock held by the Corporation, nor
shares held by another corporation, if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.

          SECTION 13.  Inspectors of Election.  In advance of any meeting of
                       ----------------------                               
stockholders, the chairman of the board or the board of directors may appoint
any persons, other than nominees for office, as inspectors of election to act at
such meeting or any adjournment thereof. The number of inspectors shall be
either one or three. If the board of directors so appoints either one or three
inspectors, that appointment shall not be altered at the meeting. If inspectors
of election are not so appointed, the chairman of the board may make such
appointment at the meeting. In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment in
advance of the meeting or at the meeting by the chairman of the board or the
president.

          Unless otherwise prescribed by applicable law, the duties of such
inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting, the
existence of a quorum, the authenticity, validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote; counting and
tabulating all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

          SECTION 14.  Nominating Committee.  The board of directors or a
                       --------------------                              
committee appointed by the board of directors shall act as a nominating
committee for selecting the management nominees for election as directors.
Except in the case of a nominee substituted as a result of the death or other
incapacity of a management nominee, the nominating committee shall deliver
written nominations to the secretary at least twenty days prior to the date of
the annual meeting. Provided such committee makes such nominations, no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by stockholders are
made in writing and delivered to the secretary of the Corporation in accordance
with the provisions of the Corporation's Certificate of Incorporation.

          SECTION 15.  New Business.  Any new business to be taken up at the
                       ------------                                         
annual meeting shall be stated in writing and filed with the secretary of the
Corporation in accordance with the provisions of the Corporation's Certificate
of Incorporation. This provision shall not prevent the consideration and
approval or disapproval at the annual meeting of reports of officers, directors
and committees, but in connection with such reports no new business shall be
acted upon at such annual meeting unless stated and filed as provided in the
Corporation's Certificate of Incorporation.


                                  ARTICLE III

                               BOARD OF DIRECTORS
                                        
          SECTION 1.   General Powers.  The business and affairs of the 
                       --------------                              
Corporation shall be under the direction of its board of directors. The chairman
shall preside at all meetings of the board of directors.

          SECTION 2.   Term and Election.  The board of directors shall be 
                       -----------------                         
divided into three classes as nearly equal in number as possible. The members of
each class shall be elected for a term of three years and until their successors
are elected or qualified. The board of directors shall be classified in
accordance with the provisions of the Corporation's Certificate of
Incorporation.

          SECTION 3.   Regular Meetings.  A regular meeting of the board of
                       ----------------                           
directors shall be held at such time and place as shall be determined by
resolution of the board of directors without other notice than such resolution.

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          SECTION 4.   Special Meetings.  Special meetings of the board of
                       ----------------                          
directors may be called by or at the request of the chairman, the chief
executive officer or one-third of the directors. The person calling the special
meetings of the board of directors may fix any place as the place for holding
any special meeting of the board of directors called by such persons.

          Members of the board of directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person.

          SECTION 5.   Notice.  Written notice of any special meeting shall be 
                       ------                                
given to each director at least two days previous thereto delivered personally
or by telegram or at least seven days previous thereto delivered by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid if mailed or when delivered to the telegraph
company if sent by telegram. Any director may waive notice of any meeting by a
writing filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

          SECTION 6.   Quorum.  A majority of the number of directors fixed by
                       ------                              
Section 2 shall constitute a quorum for the transaction of business at any
meeting of the board of directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from time
to time. Notice of any adjourned meeting shall be given in the same manner as
prescribed by Section 5 of this Article III.

          SECTION 7.   Manner of Acting.  The act of the majority of the 
                       ----------------                          
directors present at a meeting at which a quorum is present shall be the act of
the board of directors, unless a greater number is prescribed by these Bylaws,
the Certificate of Incorporation, or the General Corporation Law of the State of
Delaware.

          SECTION 8.   Action Without a Meeting.  Any action required or 
                       ------------------------             
permitted to be taken by the board of directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors.

          SECTION 9.   Resignation.  Any director may resign at any time by 
                       -----------                                 
sending a written notice of such resignation to the home office of the
Corporation addressed to the chairman. Unless otherwise specified therein such
resignation shall take effect upon receipt thereof by the chairman.

          SECTION 10.  Vacancies.  Any vacancy occurring in the board of
                       ---------                                        
directors shall be filled in accordance with the provisions of the Corporation's
Certificate of Incorporation. Any directorship to be filled by reason of an
increase in the number of directors may be filled by the affirmative vote of
two-thirds of the directors then in office or by election at an annual meeting
or at a special meeting of the stockholders held for that purpose. The term of
such director shall be in accordance with the provisions of the Corporation's
Certificate of Incorporation.

          SECTION 11.  Removal of Directors.  Any director or the entire board
                       --------------------                                   
of directors may be removed only in accordance with the provisions of the
Corporation's Certificate of Incorporation.

          SECTION 12.  Compensation.  Directors, as such, may receive
                       ------------                                  
compensation for service on the board of directors. Members of either standing
or special committees may be allowed such compensation as the board of directors
may determine.

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                                  ARTICLE IV

                     COMMITTEES OF THE BOARD OF DIRECTORS
                                        
          The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, as they may determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties, constitution and procedures thereof. Each committee
shall consist of one or more directors of the Corporation appointed by a
majority of the whole board. The board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.

          The board shall have power at any time to change the members of, to
fill vacancies in, and to discharge any committee of the board. Any member of
any such committee may resign at any time by giving notice to the Corporation;
provided, however, that notice to the board, the chairman of the board, the
chief executive officer, the chairman of such committee, or the secretary shall
be deemed to constitute notice to the Corporation. Such resignation shall take
effect upon receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, acceptance of such resignation shall not be
necessary to make it effective. Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the authorized number of directors at any meeting of the board called for
that purpose.


                                   ARTICLE V
                                        
                                   Officers
                                        
          SECTION 1.   Positions.  The officers of the Corporation shall be a 
                       ---------                                  
chairman, a president, one or more vice presidents, a secretary and a treasurer,
each of whom shall be elected by the board of directors. The board of directors
may designate one or more vice presidents as executive vice president or senior
vice president. The board of directors may also elect or authorize the
appointment of such other officers as the business of the Corporation may
require. The officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine. In the absence
of action by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.

          SECTION 2.   Election and Term of Office.  The officers of the
                       ---------------------------               
Corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
stockholders. If the election of officers is not held at such meeting, such
election shall be held as soon thereafter as possible. Each officer shall hold
office until his successor shall have been duly elected and qualified or until
his death or until he shall resign or shall have been removed in the manner
hereinafter provided. Election or appointment of an officer, employee or agent
shall not of itself create contract rights. The board of directors may authorize
the Corporation to enter into an employment contract with any officer in
accordance with state law; but no such contract shall impair the right of the
board of directors to remove any officer at any time in accordance with Section
3 of this Article V.

          SECTION 3.   Removal.  Any officer may be removed by vote of 
                       -------                                     
two-thirds of the board of directors whenever, in its judgment, the best
interests of the Corporation will be served thereby, but such removal, other
than for cause, shall be without prejudice to the contract rights, if any, of
the person so removed.

          SECTION 4.   Vacancies.  A vacancy in any office because of death,
                       ---------                                  
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

          SECTION 5.   Remuneration.  The remuneration of the officers shall be
                       ------------                          
fixed from time to time by the board of directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.

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                                  ARTICLE VI

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS
                                        
          SECTION 1.   Contracts.  To the extent permitted by applicable law,
                       ---------
and except as otherwise prescribed by the Corporation's Certificate of
Incorporation or these Bylaws with respect to certificates for shares, the board
of directors or the executive committee may authorize any officer, employee, or
agent of the Corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation. Such authority may
be general or confined to specific instances.

          SECTION 2.   Loans.  No loans shall be contracted on behalf of the
                       -----                                  
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the board of directors. Such authority may be general or confined
to specific instances.

          SECTION 3.   Checks, Drafts, Etc.  All checks, drafts or other orders
                       -------------------                        
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by one or more officers, employees or
agents of the Corporation in such manner, including in facsimile form, as shall
from time to time be determined by resolution of the board of directors.

          SECTION 4.   Deposits.  All funds of the Corporation not otherwise
                       --------                                   
employed shall be deposited from time to time to the credit of the Corporation
in any of its duly authorized depositories as the board of directors may select.


                                  ARTICLE VII

                  CERTIFICATES FOR SHARES AND THEIR TRANSFER
                                        
          SECTION 1.   Certificates for Shares.  The shares of the Corporation
                       -----------------------                    
shall be represented by certificates signed by the chairman of the board of
directors or the president or a vice president and by the treasurer or an
assistant treasurer or the secretary or an assistant secretary of the
Corporation, and may be sealed with the seal of the Corporation or a facsimile
thereof. Any or all of the signatures upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent, or registered by a
registrar, other than the Corporation itself or an employee of the Corporation.
If any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before the certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.

          SECTION 2.   Form of Share Certificates.  All certificates
                       --------------------------      
representing shares issued by the Corporation shall set forth upon the face or
back that the Corporation will furnish to any stockholder upon request and
without charge a full statement of the designations, preferences, limitations,
and relative rights of the shares of each class authorized to be issued, the
variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined, and the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series.

          Each certificate representing shares shall state upon the face
thereof: That the Corporation is incorporated under the laws of the State of
Delaware; the name of the person to whom issued; the number and class of shares,
the designation of the series, if any, which such certificate represents; the
par value of each share represented by such certificate, or a statement that the
shares are without par value. Other matters in regard to the form of the
certificates shall be determined by the board of directors.

          SECTION 3.   Payment for Shares.  No certificate shall be issued for
                       ------------------                          
any share until such share is fully paid.

          SECTION 4.   Form of Payment for Shares.  The consideration for the
                       --------------------------      
issuance of shares shall be paid in accordance with the provisions of the
Corporation's Certificate of Incorporation.

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          SECTION 5.   Transfer of Shares.  Transfer of shares of capital stock
                       ------------------                        
of the Corporation shall be made only on its stock transfer books. Authority for
such transfer shall be given only the holder of record thereof or by his legal
representative, who shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the Corporation. Such transfer shall be made only on surrender for cancellation
of the certificate for such shares. The person in whose name shares of capital
stock stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.

          SECTION 6.   Lost Certificates.  The board of directors may direct a
                       -----------------                         
new certificate to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen, or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.


                                 ARTICLE VIII

                           FISCAL YEAR; ANNUAL AUDIT
                                        
          The fiscal year of the Corporation shall end on the last day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.


                                   ARTICLE IX

                                   DIVIDENDS
                                        
          Dividends upon the stock of the Corporation, subject to the provisions
of the Certificate of Incorporation, if any, may be declared by the board of
directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property or in the Corporation's own stock.



                                   ARTICLE X

                                CORPORATION SEAL
                                        
                    The corporate seal of the Corporation shall be in such form
as the board of directors shall prescribe.


                                   ARTICLE XI

                                   AMENDMENTS
                                        
          In accordance with the Corporation's Certificate of Incorporation,
these Bylaws may be repealed, altered, amended or rescinded by the stockholders
of the Corporation only by vote of not less than 80% of the outstanding shares
of capital stock of the Corporation entitled to vote generally in the election
of directors (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose (provided that notice of such proposed
repeal, alteration, amendment or rescission is included in the notice of such
meeting). In addition, the board of directors may repeal, alter, amend or
rescind these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.

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