SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. )

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                        Farmers Capital Bank Corporation
                 -----------------------------------------------
                 Name of Registrant as Specified In Its Charter


    ------------------------------------------------------------------------
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                        FARMERS CAPITAL BANK CORPORATION
                              202 West Main Street
                           Frankfort, Kentucky 40601

                    Notice of Annual Meeting of Shareholders
                             to be Held May 8, 2001

     The Annual Meeting of Shareholders of Farmers Capital Bank Corporation (the
"Corporation")  will be held at the main office of Farmers Bank & Capital  Trust
Co., 125 West Main Street, Frankfort, Kentucky, on Tuesday, May 8, 2001 at 11:00
a.m. for the following purposes:

     1. The election of four  directors for  three-year  terms ending in 2004 or
        until their successors have been elected and qualified;

     2. The  transaction  of such other business as may properly come before the
        meeting.

     Only  shareholders of record at the close of business on April 1, 2001 will
be entitled to receive notice of and to vote at this meeting, or any adjournment
thereof.  The stock transfer  books will not be closed.

     It is desirable that as many shareholders as possible be represented at the
meeting.  Consequently,  whether  or not you now  expect to be  present,  please
execute  and return  the  enclosed  proxy.  You may revoke the proxy at any time
before the authority therein is exercised.

                                By order of the Board of Directors,


                                /s/ James H. Childers
                                James H. Childers
                                Secretary

Frankfort, Kentucky
April 2, 2001


                             YOUR VOTE IS IMPORTANT

     Please  date,   sign  and  promptly   return  the  enclosed  proxy  in  the
accompanying postage-paid envelope.


                        FARMERS CAPITAL BANK CORPORATION
                              202 West Main Street
                           Frankfort, Kentucky 40601
                                  502-227-1600

                                Proxy Statement
                    Annual Shareholders Meeting - May 8, 2001

GENERAL

     The Board of Directors of the  Corporation  hereby  solicits your proxy for
use at the 2001 Annual Shareholders'  Meeting (the "Meeting").  The Meeting will
be held at the main office of Farmers Bank & Capital Trust Co. ("Farmers Bank"),
125 West Main Street, Frankfort, Kentucky, on Tuesday, May 8, 2001 at 11:00 a.m.
The persons named as proxies in the form of proxy,  Charles S. Boyd and Frank W.
Sower, Jr., have been designated as proxies by the Board of Directors.

     When the enclosed  proxy is executed and returned  before the Meeting,  the
shares  represented  thereby will be voted at the Meeting as specified  thereon.
Any person executing the enclosed proxy may revoke it prior to the voting at the
Meeting  by  giving  written  notice  of  revocation  to  the  Secretary  of the
Corporation,  by filing a proxy  bearing a later date with the  Secretary  or by
attending the Meeting and voting his or her shares in person.

     This Proxy  Statement  and the  accompanying  form of proxy are first being
sent to shareholders on or about April 2, 2001.

VOTING

     Voting  rights  are  vested   exclusively  in  the  holders  of  shares  of
Corporation  Common Stock.  A  shareholder  is entitled to one vote per share of
Corporation Common Stock owned on each matter coming before the Meeting,  except
that voting rights are cumulative in connection  with the election of directors.
Shareholders  being present at the meeting in person or by proxy  representing a
majority of the outstanding shares of Corporation Common Stock will constitute a
quorum.

     Shares  represented by a limited proxy, such as where a broker may not vote
on a particular  matter without  instructions  from the beneficial  owner and no
instructions  have been received (i.e.,  "broker  nonvote"),  will be counted to
determine  the  presence  of a quorum but will not be deemed  present  for other
purposes and will not be the equivalent of a "no" vote on a proposition.  Shares
represented by a proxy with  instructions to abstain on a matter will be counted
in determining  whether a quorum is in attendance and in determining  the number
of shares present at the meeting.  An abstention is not the equivalent of a "no"
vote on a proposition.

     In the election of directors, each shareholder is entitled to as many votes
as are equal to the number of such  shareholder's  shares of Corporation  Common
Stock  multiplied by the number of directors to be elected,  and the shareholder
may cast all such votes for a single nominee or distribute  such votes among two
or more nominees as the shareholder sees fit. For example, if you own 100 shares
of  Corporation  Common Stock you can give each of the four  nominees 100 votes,
election of directors on the Board of Directors  proxy form as described  herein
will  constitute  discretionary  authority to the named  proxies to cumulate the
votes to which such proxy forms relate as they shall  determine.  If a quorum is
present,  the four  individuals  who  receive  the  largest  number of votes are
elected as directors.

     Only  shareholders of record at the close of business on April 1, 2001 will
be entitled to receive  notice of and to vote at the  Meeting.  On March 1, 2001
there were 7,095,954 shares of Corporation Common Stock issued and outstanding.

PRINCIPAL BENEFICIAL OWNERS

     The following  table gives  information as to all persons or entities known
to the Corporation to be beneficial owners of more than five percent (5%) of the
shares of  Corporation  Common Stock.  Unless  otherwise  indicated,  beneficial
ownership includes both sole voting power and sole investment power.



                                Amount and Nature
                                of Beneficial
                                Ownership of
                                Corporation
Name and Address of             Common Stock as of              Percent
Beneficial Owner                March 1, 2001                   of Class 1
--------------------------------------------------------------------------

Farmers Bank & Capital          681,728.6348 2                  9.61
Trust Co., as Fiduciary
125 West Main Street
Frankfort, KY  40601

1 Based on 7,095,954 shares of Corporation  Common Stock outstanding as of March
1, 2001.

2 The shares  indicated  are held by the Trust  Department  of Farmers  Bank,  a
wholly owned subsidiary of the Corporation,  in fiduciary capacities as trustee,
executor, agent or otherwise. Of the shares indicated, Farmers Bank has the sole
right to vote 580,538 shares, or approximately  8.18% of the outstanding shares.
It has no voting rights with respect to 74,902 shares or 1.1% of the outstanding
shares.

In addition,  of the shares  indicated,  Farmers Bank has sole investment  power
with respect to 275,896 shares or 3.88% of outstanding shares, shared investment
power with respect to 159,000 shares or 2.24% of the outstanding  shares, and no
investment  power  with  respect  to  245,832  shares  or  3.46%  of the  shares
outstanding.



                             ELECTION OF DIRECTORS

     At the 2001 Annual Meeting of Shareholders,  four directors will be elected
to hold office for three-year terms ending in 2004 or until their successors are
elected and qualified.

     The enclosed proxy will be voted for the election of the nominees listed in
the table below under the caption "Nominees For Three-Year Terms Ending in 2004"
for the Office of Director.  If any of the nominees has become  unavailable  for
any reason at the time of the Meeting,  the proxy will vote for such  substitute
nominee as the  Corporation's  Board of Directors shall determine.  The Board of
Directors  currently  knows of no reason why any of the nominees listed below is
likely to become unavailable. If considered desirable, cumulative voting will be
exercised to elect as many of such nominees as possible.



                                                                                                Principal
                                Has Served              Position and                            Occupation
Nominee                         as Director             Offices with                            During the
and Age                         Since 1                 Corporation 2                           Past Five Years
-----------------------------------------------------------------------------------------------------------------------------

                                  NOMINEES FOR THREE-YEAR TERMS ENDING IN 2004

                                                                                       

Lloyd C. Hillard, Jr.           1996                    Director; President,                    President and CEO of
(54)                                                    CEO and Director of                     First Citizens Bank
                                                        First Citizens Bank and
                                                        FCB Services, Inc.  ("FCB
                                                        Services")


Harold G. Mays                  1996                    Director                                President of H. G. Mays
(66)                                                                                            Corp. (asphalt paving
                                                                                                contractor)

Robert Roach, Jr.               1998                    Director                                Retired Teacher
(62)

W. Benjamin Crain                *                      Chairman of the Board of                President of Fourth Street
(60)                                                    Directors of United Bank                & Tobacco Warehouse
                                                        Trust Co. ("United Bank")




                                                                                                Principal
                                Has Served              Position and                            Occupation
Nominee                         as Director             Offices with                            During the
and Age                         Since 1                 Corporation 2                           Past Five Years
-----------------------------------------------------------------------------------------------------------------------------

                                 CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2002

                                                                                       

Stokes A. Baird, IV             1999                    Director,                               Attorney At Law
(57)                                                    Chairman of the Board of
                                                        Directors of Kentucky
                                                        Banking Centers, Inc.
                                                        ("Kentucky Banking Centers")

G. Anthony Busseni              1996                    Director; President,                    President, CEO and
(53)                                                    CEO and Director of                     Director of Farmers Bank and
                                                        Farmers Bank & Capital Trust            Trust Company ("Farmers
                                                        Co. ("Farmers Bank") and FCB            Georgetown")
                                                        Services; President and
                                                        Director of Farmers Capital
                                                        Insurance Corporation

James H. Childers               1996                    Director; Executive                     Executive Vice
(58)                                                    Vice President,                         President, Secretary and
                                                        Secretary and General                   General Counsel of the
                                                        Counsel of the                          Corporation
                                                        Corporation; Director                   since January 1995;
                                                        of Kentucky Banking
                                                        Centers, First
                                                        Citizens Bank and
                                                        Farmers Bank; Chairman,
                                                        Farmers Capital Insurance
                                                        Corporation

Michael M. Sullivan             1999                    Director, Director                      Retired, Senior Vice
(63)                                                    of FCB Services                         President, FCB
                                                                                                Services





                                                                                                Principal
                                Has Served              Position and                            Occupation
Nominee                         as Director             Offices with                            During the
and Age                         Since 1                 Corporation 2                           Past Five Years
-------------------------------------------------------------------------------------------------------------------------------

                                 CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2003

                                                                                       

Frank W. Sower, Jr.             1996                    Director, Chairman                      Retired Appeals Officer,
(61)                                                    of the Board of                         Internal Revenue
                                                        Directors                               Service

J. Barry Banker3                1996                    Director                                President of Stewart
(49)                                                                                            Home School

Charles S. Boyd                 1992                    Director; President                     President and CEO of
(59)                                                    and CEO of the                          the Corporation
                                                        Corporation; Director
                                                        of United Bank, Lawrenceburg
                                                        National Bank ("Lawrenceburg
                                                        Bank"), Farmers Bank and Trust
                                                        Company ("Farmers Georgetown"),
                                                        Farmers Bank, First Citizens Bank,
                                                        Kentucky Banking Centers, Inc.
                                                        and FCB Services, Inc.

Glenn Birdwhistell             2000                     Chairman of the Board of                Realtor and Auctioneer
(68)                                                    Directors of Lawrenceburg Bank



* Mr. Crain previously served as a Director from 1996 to 1998.

1 Refers to the year in which the nominee or the  continuing  director  became a
director of the Corporation.

2 All  corporations  listed in this column either are the Corporation  itself or
subsidiaries of the Corporation.

3 J.  Barry  Banker is the  son-in-law  of Dr.  John P.  Stewart,  the  Chairman
Emeritus.  The foregoing is the only "family relationship" between any director,
executive  officer,  or person  nominated  or chosen  to  become a  director  or
executive officer. "Family relationship" means a relationship by blood, marriage
or adoption, not more remote than first cousin.

     None of the nominees or  continuing  directors is a director of any company
with  a  class  of  securities  registered  with  the  Securities  and  Exchange
Commission  pursuant  to Section 12 of the  Securities  Exchange  Act of 1934 or
subject  to the  requirements  of  Section  15(d) of that  Act,  or any  company
registered as an investment company under the Investment Company Act of 1940.

     In addition to the nominees and  continuing  directors  listed in the table
above,  Mr.  Charles T. Mitchell,  Mr. E. Bruce Dungan,  and Dr. John P. Stewart
serve as  Advisory  Directors  to the  Corporation.  The  retirement  policy for
directors of the Corporation states that a director shall retire effective as of
the Annual Meeting of Shareholders next following the date on which the director
attains age 70.  Thereafter,  any such  director  may, at the  discretion of the
Board of Directors, become an Advisory Director.

     There were six  meetings of the Board of  Directors  during  2000,  and all
directors  attended at least 75% of the total  number of Board  meetings and the
meetings of the committees to which they belong.

COMMITTEES OF THE BOARD OF DIRECTORS

     There are  three  standing  committees  of the  Board of  Directors  of the
Corporation:  the Retirement Committee, the Audit Committee and the Compensation
Committee.  The Corporation has no standing nomination committee. The Retirement
Committee  consists of Thomas P. Porter - Executive  Vice  President  of Farmers
Georgetown,  Charles S. Boyd, G. Anthony  Busseni,  Brenda Rogers - Secretary of
Farmers  Bank,  Linda  Faulconer - Vice  President of the  Corporation,  Paul H.
Vaughn - Executive Vice President of Lawrenceburg Bank, Charles T. Mitchell, and
Harold G. Mays.  During  2000,  the  Retirement  Committee  met two  times.  The
Committee establishes  investment policy and monitors investment results for the
plans.  It also,  from time to time,  recommends  amendments to the plans to the
Board of Directors.
     The Audit Committee consists of Charles T. Mitchell, Dr. John D. Sutterlin,
Frank W. Sower,  Jr., and J. Barry Banker.  During 2000, the Audit Committee met
four times.  KPMG LLP was selected to act as independent  auditors  during 2000,
primarily for the purpose of performing  the external  audit.  During 2000,  the
external audit fees were $117,325.00 and $4,375.00 for all other fees. The Audit
Committee of the Board of  Directors  considered  whether the nonaudit  services
rendered by KPMG LLP were compatible  with  maintaining  KPMG's  independence as
auditors of the Company's consolidated financial statements.

     The Compensation  Committee for 2000 consisted of J. Barry Banker,  Charles
T.  Mitchell and Frank W. Sower,  Jr. The  Compensation  Committee met two times
during  2000.  The  Committee  establishes  the  salary of the  chief  executive
officer,  approves  his  recommendations  of  salaries  for the other  executive
officers,  and determines  participation in the Stock Option Plan and the extent
of participation therein.


STOCK OWNERSHIP OF MANAGEMENT

     The table below gives  information as to the shares of  Corporation  Common
Stock beneficially  owned by all directors and nominees,  advisory directors and
executive officers.  Unless otherwise  indicated,  beneficial ownership includes
both sole voting power and sole investment power.

                                Amount and Nature of
                                Beneficial Ownership of                 Percent
                                Corporation Common                      of
Name                            Stock as of March 1, 2001 1             Class 2
--------------------------------------------------------------------------------
Stokes A. Baird, IV             2,400           3                       .03

J. Barry Banker                 4,894.029       4                       .07

Glenn Birdwhistell              500                                     .01

Charles S. Boyd                 23,489.419      5                       .33

G. Anthony Busseni              942.927         6                       .01

James H. Childers               914.611         7                       .01

W. Benjamin Crain*              1,723.000                               .02

E. Bruce Dungan                 82,993.982      8                      1.17

Lloyd C. Hillard, Jr.           3,513.069       9                       .05

Harold G. Mays                  5,573.797       10                      .08

Charles T. Mitchell             31,600          11                      .45

Robert Roach, Jr.               20,000                                  .28

Frank W. Sower, Jr.             56,786          12                      .80

John P. Stewart                 70,500          13                      .99

Michael M. Sullivan             223,755.333     14                     3.15

John D. Sutterlin**             55,300          15                      .77

All directors and nominees,
 advisory directors and         589,150.559                            8.30
 officers as a group




* Mr. Crain is a nominee for three-year term ending in 2004.

** The term of Mr. Sutterlin ends May 8, 2001.

1 All  entries  are based on  information  provided  to the  Corporation  by its
directors and officers. The persons listed, unless otherwise indicated,  are the
sole owners of the reported securities and accordingly exercise both sole voting
and sole investment power over the securities.

2 Based on 7,095,954 shares of Corporation  Common Stock outstanding as of March
1, 2001.

3 Includes 400 shares held by two of his children.

4 Includes 3,400 shares held by Farmers Bank in trust for Mr.  Banker's wife and
107.812 shares held for each of his three children.

5  Includes  10,626.894  shares  held by Mr.  Boyd's  wife,  Nora Lee Boyd;  and
1,012.525  shares  held for him in the  Employee's  Stock  Ownership  Plan  (the
"ESOP").

6 Includes  578.065  shares held for him in the ESOP; and 120.239 shares held by
his wife as custodian for his daughter, Kristen E. Busseni.

7 Includes 914.611 shares held by the ESOP.

8 Includes  5,821  shares owned by Mr.  Dungan's  son,  Bruce G. Dungan,  a Vice
President of Farmers Bank;  2,200 shares held by Mr.  Dungan's  son,  Patrick M.
Dungan; 42,500 shares owned by Mr. Dungan's wife, Peggy D. Dungan; and 1,472.982
shares held by the ESOP.

9  Includes  116.466  shares  held for him by the  ESOP;  200  shares  held in a
self-directed  IRA for the benefit of his wife Judy;  1,639.79  shares held in a
self-directed IRA for his benefit; and 350 shares held in a profit sharing trust
for the benefit of his wife.

10  Includes  5,573.797  shares  held by H. G.  Mays  Corp.  of  which he is the
President and principal shareholder.

11 Includes 8,000 shares owned by Mr.  Mitchell's wife, Jean G. Mitchell;  5,200
shares in an IRA  established  by Mr.  Mitchell  with  Farmers  Bank  serving as
trustee.

12 Includes  31,066 shares held by himself and his brother,  John R. Sower,  and
his sister,  Lynn S. Bufkin,  in various  trusts for the benefit of his children
and  the  other  grandchildren  of his  parents  and  3,400  shares  held by his
children.

13 Includes  56,500  shares held by Dr.  Stewart as trustee for his own benefit;
and 10,000  shares held in trust by Farmers Bank for the benefit of three of his
children.

14 Includes 2,650 shares held by Mr.  Sullivan's  three children;  15,560 shares
held by his wife, Lynne;  51,000 shares held by the Sullivan Family Partnership;
34,080 shares held by the Sullivan Insurance Agency of which Mr. Sullivan is the
President;  280 shares held by Mr. Sullivan as trustee of a charitable remainder
trust; and 695.333 shares held by the ESOP.

15 Includes  17,900 shares held in an Individual  Retirement  Plan Trust for his
benefit.





                      FURTHER INFORMATION AS TO MANAGEMENT

COMPENSATION

     The  following  table  sets  forth all  compensation  for  services  in all
capacities to the Corporation and its subsidiaries  during the last three fiscal
years by the Corporation's  Chief Executive Officer and the Corporation's  other
three highest-paid executive officers.



                           SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------------------------
                                                                                Long Term Compensation
                Annual Compensation                                     Awards                          Payouts
                                                        Other
Name                                                    Annual          Restricted                                      All Other
and                                                     Compen-         Stock           Securities      LTIP            Compen-
Principal                                               sation          Awards          Underlying      Payouts         sation 1
Position        Year    Salary ($)*     Bonus ($)       ($)             ($)             Options(#)      ($)             ($)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               

Charles S.
Boyd            1998    264,323.08                                                                                      13,328.00
President       1999    264,908.00                                                                                      13,112.00
& CEO           2000    264,899.98                                                                                      13,912.00

G. Anthony
Busseni
President
& CEO           1998    129,412.26                                                                                      10,000.95
Farmers         1999    143,600.07                                                                                      10,999.88
Bank            2000    152,999.92                                                                                      11,752.20

James H.
Childers
Ex.V.Pres.,     1998    144,550.72                                                                                       9,649.13
Secr., Gen.     1999    147,678.98                                                                                       9,390.34
Counsel         2000    152,228.99                                                                                       9,754.36

Lloyd C.
Hillard, Jr.
President
& CEO           1998    113,063.71                                                                                       8,772.97
First Citizens  1999    111,888.01                                                                                       8,463.02
Bank            2000    115,999.94                                                                                       8,792.16




1 In 2000,  includes (a) Corporation's  contributions to the Corporation Pension
Plan (Mr. Boyd $6,800.00, Mr. Childers $4,721.18, Mr. Busseni $5,720.10, and Mr.
Hillard  $4,240.08);  (b) Corporation's  contributions to the Corporation Salary
Savings Plan (Mr. Boyd $6,800.00, Mr. Childers $4,721.18, Mr. Busseni $5,720.10,
and Mr. Hillard $4,240.08);  and (c) the value of insurance premiums paid by the
Corporation on behalf of the named executive  officers  ($312.00 for each of the
named executive officers).




AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

                                                                 Number of Unexercised                Value of Unexercised
                        Shares                                          Options at                   In-the-Money Options at
                        Acquired          Value                 December 31, 2000 (#)                 December 31, 2000($) 2
Name                    on Exercise (#)   Realized ($)      Exercisable        Unexercisable      Exercisable        Unexercisable
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Charles S. Boyd             0                   0               34,000               23,000          106,250.00         71,835.00
James H. Childers       2,000              20,500                7,500                8,000           23,437.50         25,000.00
G. Anthony Busseni          0                   0                9,999               10,001           31,246.88         31,253.13
Lloyd C. Hillard, Jr.       0                   0                8,999               10,001           28,121.88         31,253.13


1  Represents  the  difference  between the closing  price of the  Corporation's
Common  Stock on the NASDAQ  SmallCap  Market tier on the day before the date of
the exercise and the option exercise price.

2 The value of unexercised in-the-money options is calculated by multiplying the
number of underlying  shares by the difference  between the closing price of the
Corporation's Common Stock on the NASDAQ SmallCap Market tier at fiscal year end
($27.625) and the option exercise price for those shares.  These values have not
been realized.


COMPENSATION OF DIRECTORS

     Directors  of the  Corporation,  other  than the Chief  Executive  Officer,
whether  active or  advisory,  receive a quarterly  fee of  $1,500.00.  Frank W.
Sower, Jr. receives  $2,000.00 per quarter for serving as Chairman of the Board.
In  addition,  active and  advisory  directors  receive  $250.00 per meeting for
serving on committees of the Board. All active and advisory  directors receive a
year end retainer of $4,000.00.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     According to information  provided to the  Corporation by its directors and
officers,  all are in compliance  with Section 16(a) of the Securities  Exchange
Act of 1934.

REPORT OF COMPENSATION COMMITTEE

     The Compensation  Committee is composed of J. Barry Banker and Mr. Frank W.
Sower,  Jr., who are directors,  and Mr. Charles T. Mitchell,  a former director
who now is an advisory  director.  All are  independent,  outside  directors  or
advisory directors. Mr. Sower is Chairman of the Compensation Committee.

     The Corporation's  executive compensation objective is to link compensation
with corporate and individual  performance  in a manner which,  recognizing  the
marketplace  practices of other bank holding companies,  will attract and retain
executives who can achieve the short and long term goals of the Corporation. The
compensation  policy is to provide for competitive base salaries,  which reflect
individual  levels of  responsibility  and  performance,  and  annual  incentive
payments,  which  are  based  upon  the  annual  Corporation  performance.  This
executive  compensation  is  also  intended  to  provide  an  incentive  for the
Corporation's  executive  officers  to  pursue  the  long  term  best  financial
interests of the  Corporation  and its  shareholders.  Consistent with this, the
Corporation during 1997 awarded stock options to certain employees and executive
officers  (these  awards  were  ratified  by  shareholders  at the  1998  annual
meeting).

     Except for the annual  incentive  compensation  described in the  following
paragraph,   executive   compensation   is  not  directly  linked  to  corporate
performance.

     As a part  of its  annual  incentive  compensation,  described  above,  the
Corporation established an incentive compensation plan, which is administered by
the  Compensation  Committee  and  designed to award  incentive  payments to all
full-time  employees of the  Corporation and its  subsidiaries,  including named
executive  officers,  when certain  threshold levels of performance are met. The
Committee  establishes the incentive threshold at the earnings level recommended
by the management of the Corporation.  As the earnings of the Corporation exceed
that threshold, certain incentive percentages are triggered.

     The  Chief  Executive  Officer  is  responsible  for  recommending  to  the
Compensation  Committee the total pool for annual base salary  increases for the
Corporation's  executive  officers.  The Chief  Executive  Officer then sets the
individual  annual base salaries for each executive  officer from the total pool
as approved  by the  Compensation  Committee.  The  recommendation  by the Chief
Executive  Officer for the pool for 2000 salary  increases  was  accepted by the
Compensation Committee without objection.

     The  2000  salary  for  Mr.  Boyd,  the  Chief  Executive  Officer  of  the
Corporation,  was set by the  Compensation  Committee  in an  amount  considered
competitive  with the salary levels for chief  executive  officers of comparable
institutions  and in light of the  recent  performance  of the  Corporation.  In
determining salary levels at comparable institutions,  the Committee did not use
consultants  or market  surveys  but relied  instead on its own  experience  and
knowledge  of  market  conditions.   Although  the  recent  performance  of  the
Corporation  has been strong under Mr.  Boyd's  leadership,  1999  earnings were
slightly less than those for 1998. Accordingly, Mr. Boyd requested that there be
no increase in his salary for 2000. The Committee accepted Mr. Boyd's request.

     All  amounts  of  compensation  indicated  are  deductible  for  income tax
purposes.


                                J. Barry Banker
                                Charles T. Mitchell, C.P.A.
                                Frank W. Sower, Jr.



 COMPARISON OF CUMULATIVE TOTAL RETURN AMONG FARMERS CAPITAL BANK CORPORATION,
            NASDAQ MARKET INDEX, AND BANK INDUSTRY PEER GROUP INDEX

     The  following  graph sets forth a comparison  of the five year  cumulative
total  returns  among the common  shares of the  Corporation,  the NASDAQ Market
Index ("broad  market  index") and MG Industry Group Index ("peer group index").
Cumulative  shareholder return is computed by dividing the sum of the cumulative
amount of dividends for the  measurement  period and the difference  between the
share price at the end and the beginning of the measurement  period by the share
price at the  beginning  of the  measurement  period.  The  broad  market  index
comprises all domestic  common shares traded on the NASDAQ  National  Market and
the  NASDAQ  SmallCap  Market.  The peer  group  index  consists  of 58  banking
companies in the  southeastern  United States.  The  Corporation is among the 58
companies included in the peer group index.

Measurement Period      Farmers Capital         NASDAQ          MG
(Fiscal Year Covered)   Bank Corporation        Market Index    Group Index
--------------------------------------------------------------------------------
(Measurement point - 12/31/95; $100.00)

FYE 12/31/96            $103.17                 $124.27         $127.65
FYE 12/31/97             167.90                  152.00          220.89
FYE 12/31/98             202.32                  214.39          210.37
FYE 12/31/99             167.87                  378.12          174.97
FYE 12/31/00             159.41                  237.66          178.63

Total return assumes reinvestment of dividends.
Assumes $100.00 invested on December 31, 1995.

CORPORATION PENSION PLAN

     The  Corporation  and its  subsidiaries  maintain a Pension  Plan for their
respective  employees.  The  Pension  Plan  has two  components,  which  are the
employee stock ownership plan and the money purchase pension plan. Employees who
have  attained  the age of 21 and who have  completed  one year of  service  are
eligible to participate in the Pension Plan. For purposes of the Pension Plan, a
year of service is a  twelve-month  period in which an  employee  works at least
1,000 hours.

     The  money  purchase   portion  of  the  Pension  Plan  provides  that  the
Corporation shall contribute to the Plan on behalf of each participant an amount
equal to 4% of such participant's compensation for the Plan Year.

     Under the  employee  stock  ownership  portion  of the  Pension  Plan,  the
Corporation  may at its  discretion  contribute  additional  amounts  (up to the
maximum imposed by federal law),  which will be allocated to all participants in
the  ratio  that  each  participant's  compensation  bears to all  participants'
compensation.  Such  discretionary  contributions  will be  utilized to purchase
shares of Corporation Common Stock to be held in the participants' accounts.

     The Pension  Plan is managed by the trust  department  of Farmers Bank (the
"fund  manager"),  a subsidiary of the  Corporation.  The  investment  decisions
respecting  the  contributions  made  by  the  Corporation  to the  accounts  of
participants  under the money purchase  pension plan portion of the Pension Plan
are made at the  sole  discretion  of the fund  manager.  The  benefits  which a
participant  can  ultimately  expect to receive  from the Pension Plan are based
upon the amount of the annual  contributions  made by the  Corporation to his or
her  account  together  with  the  accumulated  value of all  earnings  on those
contributions. The Pension Plan's vesting schedule is as follows: three years of
service,  20% vested; four years of service,  40% vested; five years of service,
60% vested; six years of service,  80% vested; and seven years of service,  100%
vested.

CORPORATION SALARY SAVINGS PLAN

     The  Corporation  and its  subsidiaries  maintain a Salary Savings Plan for
their  employees who have attained the age of 21 and who have completed one year
of service  with the  Corporation  or its  subsidiaries.  A year of service is a
twelve-month period in which an employee works at least 1,000 hours. The Savings
Plan provides for three types of contributions, as follows:

         1.       Voluntary tax deferred contributions made by the participant.

         2.       Matching contributions made by the Corporation.

         3.       Discretionary Corporation contributions.

     A participant  is permitted to make  tax-deferred  voluntary  contributions
under a salary reduction agreement.  This deferral of compensation is subject to
certain  limitations,  one of which is the limit imposed by the Internal Revenue
Code of 1986, as amended,  upon the dollar amount of the deferral. In 2000, such
limit was $10,500.00.

     All  contributions  made by a  participant  up to 4% of such  participant's
compensation  are matched by the  Corporation.  The Corporation may, in its sole
discretion,  make  additional  contributions  to the  Savings  Plan on behalf of
participants.  The Corporation made no discretionary contribution to the Savings
Plan in 1999.  Discretionary  contributions are allocated among  participants in
the  ratio  that  each  participant's  compensation  bears to all  participants'
compensation.

     Participants'  contributions  to the Savings Plan are considered as part of
the  participant's  compensation  for  purposes of computing  the  Corporation's
contribution to the Savings Plan.

     The  Savings  Plan  participants  are  immediately  vested in 100% of their
contributions,  and  Corporation  contributions  vest on a schedule that mirrors
that of the Corporation Pension Plan enumerated above.

REPORT OF THE AUDIT COMMITTEE

     Farmers Capital Bank  Corporation has established an audit committee within
the Board of Directors.  The audit committee consists of four members. The Board
of Directors has  determined  that each of the four members is  independent  and
able to read and  understand  financial  statements.  The Board of Directors has
also  determined  that at least  one  member  of the  audit  committee  has past
employment  experience  in finance or  accounting.  The Board of  Directors  has
reviewed,  assessed the adequacy of, and approved the audit  committee  charter.
The complete text of the charter is set forth in Appendix A.

     In connection  with the December 31, 2000 financial  statements,  the audit
committee:  (1) reviewed and discussed  the audited  financial  statements  with
management;  (2)  discussed  with  the  auditors  the  matters  required  by the
Statement on Auditing  Standards No. 61; and (3) received and discussed with the
auditors the matters  required by Independence  Standards Board Statement No. 1.
Based upon these reviews and discussions, the audit committee recommended to the
Board of  Directors  that the audited  financial  statements  be included in the
Annual Report on Form 10-K filed with the SEC.

                         Charles T. Mitchell, CPA, Audit Committee Chairman
                         Frank W, Sower, Jr.
                         J. Barry Banker
                         Dr. John D. Sutterlin

TRANSACTIONS WITH MANAGEMENT

     The bank  subsidiaries of the Corporation have had and expect in the future
to have banking  transactions  in the ordinary course of business with directors
and executive  officers of the  Corporation and their  associates.  All loans to
such persons or their associates have been on the same terms, including interest
rates  and  collateral  on  loans,  as those  prevailing  at the  same  time for
comparable transactions with others, and have not involved more than normal risk
of collectability or other unfavorable features.

     Farmers Bank leases the second floor and basement of a building  located at
201 West Main Street,  Frankfort,  Kentucky,  to the Charles T. Mitchell Company
for $30,505 per year.  Mr.  Charles T.  Mitchell is an advisory  director of the
Corporation  and is a former  partner (now  retired) in the Charles T.  Mitchell
Company.

     Kentucky Banking Centers leases space for its  Munfordville  Banking Center
in a building  that is  partially  owned by director,  Stokes A. Baird,  IV. The
total annual rent paid for the space is $10,800.00.

                                    GENERAL

     2002 ANNUAL  MEETING.  It is  presently  contemplated  that the 2002 Annual
Meeting of the  Shareholders  will be held on or about May 7, 2002. In order for
any shareholder proposal to be included in the proxy material of the Corporation
for the  2001  Annual  Meeting  of  Shareholders,  it must  be  received  by the
Secretary of the  Corporation  no later than  December 5, 2001. It is urged that
any proposals be sent by certified mail, return receipt requested.

     EXPENSES.  The expense of this solicitation of proxies will be borne by the
Corporation.

     SOLICITATIONS.  Solicitations will be made by the use of mails, except that
proxies  may  be  solicited  by  telephone  by  directors  and  officers  of the
Corporation.  The Corporation does not expect to pay any other  compensation for
the  solicitation  of proxies,  but will  reimburse  brokers  and other  persons
holding stock in their names, or in the name of nominees,  for their expenses in
sending proxy materials to their principals.

     NO APPRAISAL RIGHTS.  Under Kentucky law, there are no appraisal or similar
rights of dissenters with respect to any matter to be acted upon at the Meeting.

                                 OTHER BUSINESS

     The Board of Directors does not presently know of any matters which will be
presented for action at the Meeting. However, if any other matters properly come
before the Meeting,  the holders of proxies  solicited by the Board of Directors
of the Corporation will have the authority to vote the shares represented by all
effective proxies on such matters in accordance with their best judgment.

                                      By Order of the Board of Directors,

                                      /s/ James H. Childers

                                      James H. Childers
                                      Secretary

Frankfort, Kentucky
April 2, 2001



                                   APPENDIX A

            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

I.   AUDIT COMMITTEE PURPOSE

The Audit  Committee  is appointed by the Board of Directors to assist the Board
in fulfilling  its oversight  responsibilities.  The Audit  Committee's  primary
duties and responsibilities are to:

     - Monitor the integrity of the Company's  financial  reporting  process and
     systems of  internal  controls  regarding  finance,  accounting,  and legal
     compliance.

     - Monitor the  independence  and  performance of the Company's  independent
     auditors and internal audit department.

     - Provide  an  avenue of  communication  among  the  independent  auditors,
     management, the internal audit department, and the Board of Directors.

The Audit Committee has the authority to conduct any  investigation  appropriate
to fulfilling its responsibilities,  and it has direct access to the independent
auditors  as well as anyone in the  organization.  The Audit  Committee  has the
ability to retain,  subject to full Board approval and at the Company's expense,
special legal, accounting, or other consultants or experts it deems necessary in
the performance of its duties.

II.    AUDIT COMMITTEE COMPOSITION AND MEETINGS

Audit  Committee  members  shall meet the  requirements  of companies  listed on
NASDAQ.  The Audit  Committee  shall be  comprised  of three or more  directors,
including emeritus directors,  as determined by the Board, each of whom shall be
independent directors,  free from any relationship that would interfere with the
exercise of his or her independent judgment.  All members of the Committee shall
have a basic  understanding  of finance and  accounting  and be able to read and
understand  fundamental  financial  statements,  and at least one  member of the
Committee shall have accounting or related financial management expertise.

Audit  Committee  members shall be appointed by the Board. If an audit committee
Chair is not  present,  the members of the  Committee  may  designate a Chair by
majority vote of the Committee membership.

The Committee  shall meet at least four times  annually,  or more  frequently as
circumstances  dictate.  The Audit  Committee  Chair shall  approve an agenda in
advance of each  meeting.  The  Committee  should meet  privately  in  executive
session at least  annually with  management,  the director of the internal audit
department,  the independent  auditors and as a committee to discuss any matters
that the  Committee  or each of these groups  believe  should be  discussed.  In
addition,  the Committee should  communicate with management and the independent
auditors quarterly to review any significant findings noted during the auditors'
limited review procedures.

III.     AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

REVIEW PROCEDURES

1.  Review and reassess the adequacy of this Charter at least  annually.  Submit
    the charter to the Board of  Directors  for  approval  and have the document
    published at least every three years in accordance with SEC regulations.

2.  Review the Company's annual audited financial  statements prior to filing of
    the 10-K or distribution  of the annual report.  This should be done as soon
    as  possible  after  receipt of the  independent  auditor's  opinion and the
    proposed  footnotes.  Review should include  discussion  with management and
    independent auditors of significant issues regarding accounting  principles,
    practices and judgments.

3.  In  consultation  with the  management,  the  independent  auditors  and the
    internal  auditors,  consider  the  integrity  of  the  Company's  financial
    reporting  processes  and  controls.   Discuss  significant  financial  risk
    exposures and the steps management has taken to monitor, control, and report
    such  exposures.  Review  significant  findings  prepared by the independent
    auditors  and the  internal  audit  department  together  with  management's
    responses, including the status of previous recommendations.

4.  Review with the independent  auditors the results of the quarterly financial
    statement  reviews  prior to release of earnings  and/or filing of the 10-Q.
    Discuss any significant changes to the Company's  accounting  principles and
    any  items  required  to be  communicated  by the  independent  auditors  in
    accordance  with SAS 61. The Chair of the Committee may represent the entire
    Audit Committee for purposes of this review.

INDEPENDENT AUDITORS

5.  The independent  auditors are ultimately  accountable to the Audit Committee
    and  the  Board  of  Directors.   The  Audit   Committee  shall  review  the
    independence  and performance of the auditors and annually  recommend to the
    Board of Directors the  appointment of the  independent  auditors or approve
    any discharge of auditors when circumstances warrant.

6.  Approve  the  fees  and  other  significant  compensation  to be paid to the
    independent auditors.

7.  On an annual  basis,  the  Committee  should  review  and  discuss  with the
    independent  auditors  all  significant  relationships  they  have  with the
    Company that could impair the auditor's  independence.  Independent auditors
    are required to provide a report which discloses all relationships  with the
    Company that the auditor believes may impact independence and objectivity.

8.  Review the independent  auditors' audit plan and engagement letter.  Discuss
    scope, staffing,  locations, reliance upon management and internal audit and
    general audit approach.

9.  Prior to releasing the year-end  earnings,  discuss the results of the audit
    with the independent auditors.  This may be accomplished through a telephone
    conversation  with the Audit  Committee or the Chair as its  representative.
    Also discuss certain matters required to be communicated to audit committees
    in  accordance  with  AICPA  SAS  61.  These  SAS  61  requirements  may  be
    communicated by independent auditors orally or in writing and may take place
    before  or  after  the  financial  statements  are  issued.  Items  include:
    auditor's   responsibility  under  GAAS,  significant  accounting  policies,
    management   judgments   and   accounting   estimates,   significant   audit
    adjustments,  other  information in documents  containing  audited financial
    statements,   disagreements   with  management,   consultation   with  other
    accountants by management,  major issues  discussed with management prior to
    retention, and any difficulties encountered in performing the audit.

10. Consider  the  independent   auditors'   judgments  about  the  quality  and
    appropriateness  of the  Company's  accounting  principles as applied in its
    financial reporting.

INTERNAL AUDIT DEPARTMENT AND LEGAL COMPLIANCE

11. Review  the  budget,  plan,  changes  in  plan  activities,   organizational
    structure,  and  qualifications  of the internal audit department as needed.
    The internal audit department shall be responsible to senior management, but
    have a direct reporting responsibility to the Board of Directors through the
    Audit Committee.

12. Review the  appointment,  performance and replacement of the senior internal
    audit executive.

13. Review  reports  prepared by the internal  audit  department  together  with
    management's response and follow-up to these reports.

14. On at least an annual basis,  review with the Company's  counsel,  any legal
    matters that could have significant impact on the  organization's  financial
    statements,  the Company's  compliance with applicable laws and regulations,
    and inquiries received from regulators or governmental agencies.

OTHER AUDIT COMMITTEE RESPONSIBILITIES

15. Annually  prepare a report to shareholders as required by the Securities and
    Exchange Commission.  This report should be included in the Company's annual
    proxy statement. The report should note whether the Audit Committee has: (1)
    reviewed and discussed the audited financial statements with management; (2)
    discussed with the auditors the matters required by SAS 61; and (3) received
    and  discussed  with  the  auditors  the  required   report  noting  auditor
    independence.  The report to  shareholders  should  also state  whether  the
    Committee  recommends  to include the audited  financial  statements  in the
    annual report.

16. Perform any other  activities  consistent  with this Charter,  the Company's
    By-laws and governing law, as the Committee or the Board deems  necessary or
    appropriate.

17. Maintain  minutes  of  meetings  and  periodically  report  to the  Board of
    Directors on significant results of the foregoing  activities.  The Director
    of Internal Audit will also present an Internal Audit Update directly to the
    Board of Directors on a quarterly basis.




                                FARMERS CAPITAL
                                BANK CORPORATION




                            NOTICE OF ANNUAL MEETING
                              AND PROXY STATEMENT





                               ANNUAL MEETING OF
                                  SHAREHOLDERS
                                  MAY 8, 2001





                        FARMERS CAPITAL BANK CORPORATION
                                     PROXY

Solicited  by the Board of  Directors  in  accordance  with the notice of Annual
Meeting of  Shareholders  and Proxy Statement dated April 2, 2001 for the Annual
Meeting of Shareholders to be held May 8, 2001.

The undersigned  shareholder hereby appoints Charles S. Boyd and Frank W. Sower,
Jr., or any of them with full power of substitution,  to act as proxy for and to
vote the stock of the  undersigned  at the  Annual  Meeting of  Shareholders  of
Farmers Capital Bank Corporation to be held at Farmers Bank & Capital Trust Co.,
125 West Main Street, Frankfort, Kentucky on Tuesday May 8, 2001, at 11:00 a.m.,
local time,  notice of which  meeting and  accompanying  Proxy  Statement  being
hereby  acknowledged  as having  been  received by the  undersigned,  and at any
adjournment  or  adjournments  thereof,  as  fully as the  undersigned  would be
entitled to vote if then and there  personally  present.  Without  limiting the
general  authorization and power hereby given, the above proxies are directed to
vote as follows:

1. The election of the following nominees as directors of the Corporation as set
forth in the  Board  of  Director's  Proxy  Statement,  including  discretionary
authority of selective cumulation:  1) Lloyd C. Hillard, Jr., 2) Harold G. Mays,
3) Robert Roach, Jr., 4) W. Benjamin Crain;

2. The  transaction  of such other  business  as may  properly  come  before the
meeting.



                        FARMERS CAPITAL BANK CORPORATION
                                PROXY REPLY CARD

This Proxy when properly executed will be voted in the manner directed herein by
the shareholder. IF NO SPECIFIC DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
ALL THE  NOMINEES  REFERRED TO IN ITEM 1 (INCLUDING  SUBSTITUTE  NOMINEE IN THE
CASE OF UNAVAILABILITY).

1.  [] FOR ALL NOMINEES
    [] WITHHOLD ALL NOMINEES
    [] FOR ALL NOMINEES EXCEPT THOSE LISTED

    ----------------------------------------

2.  [] FOR
    [] AGAINST
    [] ABSTAIN


     PLEASE DATE AND SIGN ON REVERSE, AND RETURN IN THE ENCLOSED ENVELOPE.

               THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
                      and will be voted as stated herein.




                        FARMERS CAPITAL BANK CORPORATION
                                      PROXY

I hereby vote my shares (listed below) as indicated on the reverse side.

Please sign your name below exactly as it appears on your stock  certificate(s).
Joint owners must each sign. When signing as attorney, executor,  administrator,
trustee or guardian, please give your full title.

                                                Date ______________________ 2001

                                                ________________________________

                                                ________________________________

                                                ________________________________
                                                     Signature of Shareholder(s)