8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 2008

THE BANK OF KENTUCKY FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

(Commission File Number) 0-25960

Kentucky	61-1256535
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

111 Lookout Farm Drive

Crestview Hills, Kentucky 41017

(Address of principal executive offices)

(859) 371-2340

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 27, 2008, The Bank of Kentucky Financial Corporation (the “Company”) filed an amendment to the Company’s Articles of Incorporation (the “Articles”) with the Secretary of State of the Commonwealth of Kentucky. The Articles were amended to provide for the elimination of the classification of the Company’s Board of Directors and the annual election of all directors, beginning with the Company’s 2008 annual meeting. This amendment was approved by the Company’s shareholders at the Company’s 2008 annual meeting of shareholders. The amendment was described in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 27, 2008. A copy of the amendment to the Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K:

Exhibit 3.1 Fourth Amendment to Articles of Incorporation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 28, 2008

THE BANK OF KENTUCKY FINANCIAL CORPORATION
By:	/s/ Martin J. Gerrety
Name:	Martin J. Gerrety
Title:	Treasurer and Assistant Secretary

EX-3.1

Exhibit 3.1

FOURTH AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

THE BANK OF KENTUCKY FINANCIAL CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, President of The Bank of Kentucky Financial Corporation, does hereby certify:

1. The name of the Corporation is THE BANK OF KENTUCKY FINANCIAL CORPORATION.

2. The text of the amendment to the Articles of Incorporation is as follows:

Section 6 of the original Articles of Incorporation of THE BANK OF KENTUCKY FINANCIAL CORPORATION is amended to read in full as follows:

6. Commencing at the first shareholders meeting at which Directors are elected, and thereafter, the number of Directors of the Corporation shall be not less than nine (9) nor more than fifteen (15). The number of Directors to be elected at any annual meeting shall be set by Resolution adopted by the Board of Directors within the range as set forth herein. The members of the Board of Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. If at any time there are no shareholders of the Corporation, the then serving Directors of the Corporation are authorized to elect their successors. A Director may be removed prior to the expiration of the Director’s term only for cause by the shareholders at a meeting called for the purpose of removing the Director.

3. The foregoing amendment was recommended by the Board of Directors of the Corporation to the shareholders for approval at a meeting of the Board of Directors held on March 21, 2008 and said amendment was approved and adopted by shareholders of the Corporation at a meeting held April 18, 2008. There was only one class of shares entitled to vote on said amendment. The number of outstanding shares entitled to vote at said meeting was 5,646,907; 4,767,730 shares were indisputably represented at said meeting and 4,703,227 shares were cast for the amendment and 61,036 shares were cast against the amendment. The number of shares cast for the amendment was sufficient for approval by the shareholders of the Corporation.

DATED this 21^st of May, 2008.

By:	/s/ Robert W. Zapp
	Robert W. Zapp, President
	THE BANK OF KENTUCKY FINANCIAL CORPORATION

COMMONWEALTH OF KENTUCKY

COUNTY OF KENTON

The foregoing document was executed and acknowledged before me, a Notary Public, in and for the Commonwealth of Kentucky, by Robert W. Zapp, President of The Bank of Kentucky Financial Corporation this 21^st day of May, 2008.

/s/ Melissa A. Behler
Name:	Melissa A. Behler
Notary Public
My Commission Expires: July 11, 2008
Kentucky State at Large