Exhibit 3.2


                            ARTICLES OF AMENDMENT
                                     TO
                          ARTICLES OF INCORPORATION
                                     OF
                      FARMERS CAPITAL BANK CORPORATION

         The name of the corporation is Farmers Capital Bank Corporation
(the "Corporation"), and the following amendment is hereby made to the
Corporation's Amended and Restated Articles of Incorporation, as amended
(the "Articles of Incorporation"):

         Article IV of the Corporation's Articles of Incorporation is
deleted in its entirety and there is inserted in lieu thereof the following:

                                 "ARTICLE IV
                                 -----------

         (A)      The aggregate shares of capital stock which the
                  Corporation shall have the authority to issue is (i) Nine
                  Million, Six Hundred and Eight Thousand (9,608,000) shares
                  of common stock, all of which are to be of a par value of
                  Twelve and One-Half Cents ($0.125) each, and (ii) One
                  Million (1,000,000) shares of preferred stock, all of
                  which are to be without par value. All shares of common
                  stock shall have full and unlimited voting power, shall be
                  entitled to one (1) vote per share and shall be without
                  distinction as to powers, preferences, and rights. No
                  holder of shares of the common stock of the Corporation
                  shall have any preemptive or preferential right to
                  subscribe for, purchase or receive any additional shares
                  of capital stock of the Corporation or rights or options
                  to purchase additional shares of capital stock of the
                  Corporation or securities convertible into or carrying
                  rights or options to purchase additional shares of the
                  capital stock of the Corporation. All shares of preferred
                  stock shall have the powers, preferences and rights as
                  established by the Corporation's Board of Directors
                  pursuant to Article IV(B) hereof.

         (B)      The Board of Directors is authorized, subject to
                  limitations prescribed by law and the provisions of
                  Article IV(A) above, to provide for the issuance of the
                  shares of Corporation preferred stock in series and, by an
                  appropriate filing pursuant to the applicable law of
                  Kentucky, to establish from time to time the number of
                  shares to be included in each such series, and to fix the
                  designation, powers, preferences and rights of the shares
                  of each such series and the qualifications, limitations or
                  restrictions thereof.

                  The authority of the Board with respect to each series
                  shall include, but not be limited to, determination of the
                  following:





                  i.       The number of shares constituting that series and
                           the distinctive designation of that series;

                  ii.      The dividend rate on the shares of that series,
                           whether dividends shall be cumulative (or
                           partially cumulative), and, if so, from which
                           date or dates, and the relative rights of
                           priority, if any, of payment of dividends on
                           shares of that series;

                  iii.     Whether that series shall have voting rights, in
                           addition to the voting rights provided by law,
                           and, if so, the terms of such voting rights;

                  iv.      Whether that series shall have conversion
                           privileges, and, if so, the terms and conditions
                           of such conversion, including provision for
                           adjustment of the conversion rate in such events
                           as the Board of Directors shall determine;

                  v.       Whether or not the shares of that series shall be
                           redeemable, and, if so, the terms and conditions
                           of such redemption, including the date or date
                           upon or after which they shall be redeemable, and
                           the amount per share payable in case of
                           redemption, which amount may vary under different
                           conditions and at different redemption dates;

                  vi.      Whether that series shall have a sinking fund for
                           the redemption or purchase of shares of that
                           series, and, if so, the terms and amount of such
                           sinking fund;

                  vii.     Whether the shares of such series shall have a
                           preference, as to the payment of dividends or
                           otherwise, over the shares of Corporation common
                           stock or the shares of any other series of
                           preferred stock;

                  viii.    The rights of the shares of that series in the
                           event of voluntary or involuntary liquidation,
                           dissolution or winding up of the Corporation, and
                           the relative rights of priority, if any, of
                           payment of shares of that series; and

                  ix.      Any other relative rights, preferences and
                           limitations of that series."


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         The Corporation had outstanding a total of 7,367,037 shares of
common stock, each with a par value of $0.125, which were entitled to cast
one vote each on the foregoing amendment. There are no other shareholder
voting groups. At the 2006 Annual Meeting of Shareholders on May 9, 2006,
there were 5,089,868 votes indisputably represented at the meeting. At the
meeting 3,044,971 shares voted in favor of the foregoing amendment and
781,523 shares voted against the amendment. Said 3,044,971 votes cast in
favor of the amendment were sufficient for approval of the amendment.

         Dated this the 10th day of May, 2006.


                                          /s/ C. Douglas Carpenter
                                       ----------------------------------------
                                       C. DOUGLAS CARPENTER
                                       SECRETARY







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