8-K

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): June 29, 2006

HOPFED BANCORP, INC.

(Exact name of Registrant as Specified in Charter)

Delaware	0-23667	61-1322555
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4155 Lafayette Road, Hopkinsville, Kentucky 42240

(Address of Principal Executive Offices)

(270) 885-1171

Registrant’s telephone number, including area code

NOT APPLICABLE

(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:

¨ 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 2.01 Completion of Acquisition or Disposition of Assets

On April 25, 2006, the Registrant announced that Heritage Bank, the Registrant’s wholly owned subsidiary, and AmSouth Bank had entered into a Purchase and Assumption Agreement (the “Agreement”) under which Heritage Bank would acquire four AmSouth Bank branches located in Kingston Springs, Ashland City, Pleasant View and Erin, Tennessee. On June 29, 2006, Heritage Bank completed the acquisition. A copy of the press release, dated June 29, 2006, which describes the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On June 30, 2006, following a review of settlement adjustments, Heritage Bank determined that it had assumed approximately $65 million of deposits liabilities and acquired approximately $34 million in loans. Heritage Bank also acquired four parcels of real property on which the branches are located and substantially all of the assets used in the operation of the branches. Because the value of the liabilities assumed by Heritage Bank exceeded the sum of the value of the assets acquired, the amount of working cash transferred, and the amount paid as a deposit premium, Heritage Bank received a payment of approximately $22 million from AmSouth Bank. This amount is subject to adjustments within thirty (30) days in a manner provided for in the Agreement.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

10.1	Purchase and Assumption Agreement, dated as of April 24, 2006, between AmSouth Bank and Heritage Bank – Incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated April 25, 2006.
99.1	Press Release dated June 29, 2006.

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.

	HOPFED BANCORP, INC.
Dated: June 30, 2006	By:	/s/ John E. Peck
		John E. Peck
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
10.1	Purchase and Assumption Agreement dated as of April 24, 2006, between AmSouth Bank and Heritage Bank – Incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated April 25, 2006.
99.1	Press Release dated June 29, 2006.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	John E. Peck
		President and CEO
		(270) 887-2999

HOPFED BANCORP COMPLETES ACQUISITION

OF FOUR TENNESSEE BANK BRANCHES

ACQUISITION TO ADD TO 2006 EARNINGS

BOOSTS DEPOSITS BY APPROXIMATELY 15%

HOPKINSVILLE, Ky. - June 29, 2006 - HopFed Bancorp, Inc. (Nasdaq: HFBC) announced the completion as of the close of business today of the acquisition by its subsidiary, Heritage Bank, of four bank branches located in Kingston Springs, Ashland City, Pleasant View and Erin, Tennessee. The branches will begin operation under the Heritage Bank name on June 30, 2006.

Under terms of the purchase agreement, Heritage Bank acquired the facilities, fixed assets, loans, and deposits of the four branch offices from AmSouth Bank.

John E. Peck, President and Chief Executive Officer of HopFed Bancorp and Heritage Bank, stated: “We are very pleased to announce the completion of this transaction and are excited by this significant step into Tennessee. The acquisition of the four branches boosts our deposit base by approximately $72 million. We are fortunate to be part of the Cheatham and Houston County markets and appreciate what it means in terms of growth for our company and in building shareholder value.”

Hovde Financial initiated the transaction and acted as financial advisor to Heritage Bank, and Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. acted as its legal counsel. Bradley, Arant, Rose & White, LLP acted as AmSouth Bank’s legal counsel.

HopFed Bancorp, Inc. is the holding company for Heritage Bank headquartered in Hopkinsville, Kentucky. The Bank now has 14 offices serving western Kentucky and Tennessee and offers a broad line of banking and financial products and services with the personalized focus of a community banking organization. At March 31, 2006, HopFed Bancorp, Inc. had total assets of $649 million and stockholders’ equity of approximately $50 million. For more information about Heritage Bank and HopFed Bancorp, Inc., go to their website at www.bankwithheritage.com.

Information contained in this press release, other than historical information, may be considered forward-looking in nature and is subject to various risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. Key factors that may have a direct bearing on HopFed’s operating results, performance or financial condition are set forth in filings with the Securities and Exchange Commission.

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