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 17, 2007

PORTER BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky	001-33033	61-1142247
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2500 Eastpoint Parkway, Louisville, Kentucky, 40223

(Address of principal executive offices)

(502) 499-4800

(Registrant’s telephone number, including area code)

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))
[_]	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure .

On May 17, 2007, Porter Bancorp, Inc. issued a press release announcing it expects continued growth in second quarter 2007 and shareholders elected seven directors at the annual meeting. A copy of the press release is attached hereto as Exhibit 99.1.

A copy of the presentation materials from the annual meeting and proforma financial information reconciliation table are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Porter Bancorp, Inc. on May 17, 2007
99.2	Presentation Materials from Annual Meeting of Shareholders
99.3	Proforma Financial Information Reconciliation Table

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 17, 2007	Porter Bancorp, Inc.
	By:	/s/ Maria L. Bouvette
		Maria L. Bouvette,
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated May 17, 2007
99.2	Presentation Materials from Annual Meeting of Shareholders
99.3	Proforma Financial Information Reconciliation Table

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Maria L. Bouvette
		President and CEO
		(502) 499-4800

PORTER BANCORP, INC. EXPECTS

CONTINUED GROWTH IN SECOND QUARTER

——————————

Shareholders Elect Seven Directors at Annual Meeting

LOUISVILLE, Ky. (May 17, 2007) — Porter Bancorp, Inc. (NASDAQ: PBIB), parent company of PBI Bank, with offices in Louisville, Shepherdsville, Glasgow, Bowling Green and throughout central Kentucky, announced today that shareholders elected seven directors at its annual meeting of shareholders. The Company also announced that it expects to report record assets, loans and deposits for the second quarter ending June 30, 2007.

In comments at the meeting, Maria L. Bouvette, President and CEO of Porter Bancorp, Inc., said, “We started 2007 with excellent momentum and expect to report growth in assets, loans and deposits for the second quarter of 2007.

“We recently opened a new loan production office in Bowling Green, Kentucky, one of the fastest growing markets in the state, and expect it to contribute to our second quarter loan growth. We remain focused on expanding our footprint with additional offices in the second half of the year,” concluded Bouvette.

At the meeting, shareholders elected the following as directors to serve for a one-year term:

· Maria L. Bouvette - President and Chief Executive Officer of Porter Bancorp, Inc.

· David L. Hawkins - Farmer and Private Investor

· W. Glenn Hogan - Founder, President and Chief Executive Officer of Hogan Real Estate

· Michael E. Miller - Partner and Chief Financial Officer of The Poe Companies

· Sidney L. Monroe - Retired Certified Public Accountant

· J. Chester Porter - Chairman of the Board and General Counsel of Porter Bancorp, Inc.

· Stephen A. Williams - President and Chief Executive Officer of Norton Healthcare

About Porter Bancorp, Inc.

Porter Bancorp, Inc. is a bank holding company headquartered in Louisville, Kentucky. It is the seventh largest independent banking organization domiciled in the Commonwealth of Kentucky based on total assets. Through our subsidiary PBI Bank, we operate banking offices in Louisville and 12 other Kentucky communities located along central Kentucky’s Interstate 65 corridor, which runs through Louisville and central Kentucky and connects Chicago and Indianapolis to Nashville and Atlanta. Porter Bancorp’s common stock is traded on the Nasdaq Global Market under the symbol “PBIB.”

Forward-Looking Statements

Statements in this press release relating to Porter Bancorp’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations. Porter Bancorp’s actual results in future periods may differ materially from those currently expected due to various risks and uncertainties, including those discussed in the Company’s Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date of the release and Porter Bancorp does not assume any responsibility to update these statements.

###

EX-99.2

Exhibit 99.2

Porter Bancorp, Inc. NASDAQ: PBIB May 2007

Disclaimer Disclaimer This presentation contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on management's current expectations. Porter Bancorp's actual results in future periods may differ materially from those currently expected due to various factors, including those risk factors described in documents that the Company files with the Securities and Exchange Commission, including the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The forward-looking statements in this presentation are made as of the date of the presentation and Porter Bancorp does not assume any responsibility to update these statements.

IPO Date: NASDAQ Symbol: Shares Outstanding: Market Capitalization:(1) Average Daily Volume:(2) Insider Ownership: September 22, 2006 PBIB 7.62 Million $181 Million 2,282 Shares 69% Notes: (1) Based on May 8, 2007 closing price of $23.73 (2) For the last 30 calendar days Stock Overview

Company Overview Louisville, Kentucky headquarters 7th largest bank domiciled in Kentucky $1.1 billion in assets $927 million in loans $897 million in deposits Focused on developing the I-65 corridor Efficient operating model Note: Financial data as of March 31, 2007

Market Overview Diversified Growth Markets Louisville South Central Kentucky Bowling Green/Glasgow

16th largest city in the U.S. 12 counties with over 1.2 million residents Economic growth is greater than the national average 22% growth rate in jobs from 1990 to 2000 Median household income of $50,000 - 81st percentile Nationally Population growth at the national rate Strong commercial loan demand Diversified economy Large employers include UPS, GE, Humana, YUM! Brands, Ford New distribution businesses attributed to UPS hub - Best Buy, Gordon Foods, Johnson & Johnson, Zappos, Geek Squad Home of University of Louisville J. Chester Porter serves as Chairman of Trustees Louisville Market Characteristics

Community markets Stable source of deposits and loans Lower cost of funds PBIB’s main back-office location Fort Knox consolidation relocation (BRAC) Agricultural and service-based economy South Central Kentucky Market

4th largest city in Kentucky 425,000 population Attractive growth market Major employers include GM (Corvette) and RR Donnelley New branch expansion Home of Western Kentucky University Bowling Green / Glasgow Market

Note: (1) J. Chester Porter and Maria L. Bouvette acquired 3 banks in 1985 - 1986; Bill Porter participated in 2 of the 3 bank acquisitions1988 Porter Bancorp organized with 3 banks(1) 1988 1999 Acquired 3 banks1999 Established Ascencia Bank 1999 2005 Acquired 2 banks Dec. 31,2005 Consolidated banks into PBI Bank $122 $230 $281 $319 $368 $454 $553 $623 $653 $715 $767 $887 $991 $1,051 $85 $88 $94 $101 $111 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 1st Qtr 2007 Total Assets ($M) Sept. 22, 2006 Completed IPO Successful Track Record $1,120

Experienced Management Team Experienced Management Team Industry Porter Name Age Position Experience Experience J. Chester Porter 66 Chairman of the Board, General Counsel and Director 25 21 of Porter Bancorp and PBI Bank Maria L. Bouvette 50 President, CEO and Director of Porter Bancorp and PBI Bank 25 21 David B. Pierce 47 CFO of Porter Bancorp, Chief Strategic Officer and Director 21 18of PBI Bank Phil Barnhouse 36 CFO of PBI Bank 9 9 Jim Grubbs 52 Sr. VP Commercial Lending 27 3 Fred Catlett 49 Executive Vice President 30 11 Avery Matney 48 Regional President 26 11 Todd Young 40 Chief Operations Officer 23 13 Charles Darst 44 Chief Development Officer 21 11 Eric Satterly 37 Chief Technology Officer 9 8 Bradford Harris 36 Corporate General Counsel 10 1 Average Years of Experience 21 12

Experienced management team Extensive market knowledge and community Relationships Acquisition and integration capabilities Scalable operating platform Highly efficient organizational structure Diversified funding sources Highly focused on profits Operating Strengths

Existing and contiguous markets provide attractive opportunities Ky economy is steady and stable Ky labor market grew 1.6% over last year (9 consecutive quarters of positive growth) Consistent year-over-year job growth Market expansion Selective de novo branching where we have existing lending presence Louisville, Bullitt County, Bowling Green Add offices in growing communities in our footprint Hardin County (Fort Knox Relocation) Selective acquisition opportunities On-line capabilities - nationwide deposit opportunities without cost of new branches Low cost vehicle for current customers Growth Opportunities Growth

We will expand our presence in fast growing markets by adding strategically located new offices and making selective acquisitions Focus on markets with attractive growth prospects Strategic de novo branching Selective acquisitions Experienced integrators Extensive market knowledge and contacts Accretive to earnings in first year Continue marketing our new brand - top of mind awareness Increasing core deposits Open new retail offices (3 over next twelve months)Growth Strategies Growth

Financial Highlights

2006 Key Accomplishments 2006 Key Accomplishments Record Net Income of $14.3 million Above peer financial performance Passed the $1 billion asset threshold Record loans of $854 million and deposits of $862 million Successful PBI Bank branding campaign Completed IPONote: (1) Peer Median Financial Performance per SNL61.26% 46.68% Efficiency3.82% 3.97% NIM12.76% 17.19% ROAE1.09% 1.44% ROAAPeer (1) PBIB

Peer Metrics Peer Metrics Porter Bancorp, Inc. Comparable Group Financial Information as of the Year ended 12/31/06 Dollar Values in (000's) Total Core Core Net Interest Efficiency Company Name Ticker City State Assets ROAA ROAE Margin Ratio Community Trust Bancorp, Inc. CTBI Pikeville KY $3,046,787 1.00% 12.63% 3.22% 61.76% Republic Bancorp, Inc. RBCAA Louisville KY 2,969,761 1.33% 14.51% 4.02% 55.86% Integra Bank Corporation IBNK Evansville IN 2,684,479 0.69% 8.21% 3.43% 62.57% Farmers Capital Bank Corp. FFKT Frankfort KY 1,824,366 0.79% 8.52% 3.74% 69.80% S.Y. Bancorp, Inc. SYBT Louisville KY 1,426,321 1.69% 17.35% 4.36% 55.76% Bank of Kentucky Financial Corp. BKYF Crestview Hills KY 1,051,006 1.44% 17.15% 3.97% 45.50% First Financial Service Corp. FFKY Elizabethtown KY 822,826 1.30% 14.97% 4.04% 58.47% Community Bank Shares of IN, Inc. CBIN New Albany IN 816,633 0.55% 7.70% 2.85% 76.39% Kentucky Bancshares, Inc. KTYB Paris KY 629,542 1.09% 12.89% 3.48% 61.45% High $3,046,787 1.69% 17.35% 4.36% 76.39% Low 629,542 0.55% 7.70% 2.85% 45.50% Average 1,632,328 1.10% 12.65% 3.70% 60.86% Median 1,238,942 1.09% 12.76% 3.82% 61.26% Note: Data per SNL

Growing Net Income Growing Net Income ($ in millions) Note: Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes and deduction of acquisition funding (net of tax) $6,750 $9,012 $11,379 $14,339 2003 2004 2005 2006

Solid Net Interest Margin Solid Net Interest Margin 3.71% 3.84% 4.06% 3.97% 2003 2004 2005 2006

Consistent Quarterly NIM Consistent Quarterly NIM 3.95% 4.10% 3.95% 3.90% 3.92% Q1 06 Q2 06 Q3 06 Q4 06 Q1 07

Net Interest Margin vs. Prime Rate 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% 10.00% 1999 2000 2001 2002 2003 2004 2005 2006 Prime Rate - EOY NIM - Annualized

Improving Operational Efficiency 55.0% 51.0% 48.0% 46.7% 45.4% 2003 2004 2005 2006 Q1 07

Strong Return on Assets Note: Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes and deduction of acquisition funding (net of tax) 0.91% 1.09% 1.21% 1.44% 2003 2004 2005 2006

Solid Return on Equity Solid Return on Equity 13.45% 16.57% 17.19% 13.25% 2004 2005 2006 Q1 07 Note: (1) Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes and deduction of acquisition funding (net of tax). (2) The reduction in ROE in Q1 2007 is primarily attributable to the addition of approximately $26.6 million to capital from the issuance of 1,250,000 shares of Common Stock in our IPO in September 2006. (1) (1) (2)

Q1 07 Operating Performance Q1 07 Operating Performance Growth exceeded expectations Loans - 8.5% (annualized 34%) Deposits - 4.1% (annualized 16%) Assets - 6.5% (annualized 26%) Efficient operations - 45.4% efficiency ratio Sound credit quality 1.18% NPA to loans .89% NPL to loans ROAA - 1.37% ROAE - 13.25% Note: Financial data as of March 31, 2007

Primary focus on residential and commercial real estate and construction - real estate lending 86% of total loans at March 31, 2007 Granular portfolio Loyal and experienced producers Team approach to customers Locally empowered lenders with timely decision making Loan Portfolio (1) Total Loans: $927M Loan Stratification Highlights Commercial Real Estate 37.7% Construction - Real Estate 25.9% Residential Real Estate 22.5% Home Equity 2.0% C & I 7.2% Consumer 3.1% Agriculture 1.5% Highlights Note: (1) As of March 31, 2007

Portfolio Composition Portfolio Composition Note: As of March 31, 2007 Commercial Real Estate Portfolio Details $349 million Commercial - Owner Occupied 26% Farmland 14% Commercial - Investor Owned 60% Construction - Real Estate Portfolio Details $240 million Office Building/Condo 5.1% Retail Facility 10.1% Other 16.2% Residential Condo Development 28.6% Residential Home Construction - Owner Occupied 2.3% Residential Lot - Developed 3.5% Commercial Lot - Developed 1.1% Commercial Land Development 11.8% Medical/Assisted Living 2.1% Multifamily 1.3% Storage/Warehouse 0.9% Industrial Building 0.4% Residential Land Development 16.5%

New Loan Growth Q1 2007 Note: Loans > $500,000 $72 million or 8.5% (34% annualized) Res Land Dev 4.9% Office 5.1% C&I 8.0% Res Condo Dev 32.2% Retail Ctr 18.2% Comm Land Dev 12.5% Multifamily 1.5% Warehouse 4.6% 1-4 Fam Const 0.7% C-Store 1.5% Other 10.8%

Reserves / Total Loans 1.28% 1.40% 1.54% 1.50% 1.43% 2003 2004 2005 2006 Q1 07 Reserves NPA's/Loans

NCOs / Average Loans NCOs / Average Loans 0.23% 0.18% 0.32% 0.09% 0.03% 0.0% 1.0% 2.0% 3.0% 4.0% 2003 2004 2005 2006 Q1 07

Effective core deposit growth initiatives Core non-interest bearing deposits up 9.5% (Q1 07) High CD retention rates Focus on core deposit development Online banking division a ready source of alternative funding (used to pre-fund loan growth in new and current markets) Deposit Stratification Deposit Highlighs Note: (1) For the quarter ended March 31, 2007; rate based on average daily deposit balances Deposit Mix (1) Total Deposits: $897M CD's less than $100k 54% CD's $100k or greater 21% Now and MMDA 14% Savings 3% Non-Interest Bearing DDA 8%

Transactional Account Growth $136 $151 $165 $173 $195 $- $50 $100 $150 $200 $250 2003 2004 2005 2006 Q1 2007 (in millions)

Deposit Metrics Deposit Metrics Money Market Accounts - Age of Customer Relationship < 1 Yr 32% 1 to 3 Yrs 23% > 3 Yrs 45% CD's - Age of Customer Relationship < 1 Yr 45% 1 to 3 Yrs 36% > 3 Yrs 19% CD Retention New CD Growth - - Last 12 Months 5% 1-3 Renewals 32% More than 3 Renewals 13% Original Term 50%

Investment Highlights

Attractive, diversified growth markets History of executing growth strategy Scalable platform for expansion Efficient operating model Solid operating performance Undervalued investment opportunity Investment Highlights

2007 Key Strategic Initiatives 2007 Key Strategic Initiatives Outperform peer median financial performance - i.e. ROAA, ROAE, efficiency and growth metrics Above peer EPS growth Execution of growth strategies Pursue strategic acquisitions Focus on core deposit growth initiatives Improve loan quality metrics Continuance of quarterly dividend

Trading Multiples Trading Multiples Current Market Price (5/8/07) $23.73 Trading Multiples: Value Multiple EPS (1) $2.05 11.6x Tangible BV Per Share (2) $12.73 186.41% Quarterly Dividend (2) $0.20 Annualized Dividend $0.80 Notes: (1) Based on 2007 peer median EPS estimates per SNL (2) Based on 3/31/07 financial data

Undervalued Market Opportunity Undervalued Market Opportunity PBIB P/E 11.6x Dividend yield 3.4% Price / book 1.64x ROA - 1st Qtr 2007 1.37% ROE - 1st Qtr 2007 13.25% Note: Pricing as of May 8, 2007, except for P/E which is based on median 2007 EPS estimate per SNL

Contact Information Contact Information Maria L. Bouvette David B. Pierce President and CEO Chief Financial Officer Porter Bancorp, Inc. 2500 Eastpoint Parkway Louisville, KY 40223 502-499-4800 www.pbibank.com

EX-99.3

Exhibit 99.3

Porter Bancorp, Inc.

Proforma Financial Reconciliation

(dollars in thousands except for share and per share data)

	As of and for the Years Ended December 31,
(Dollars in thousands except per share data)	2006			2005			2004			2003
Net Income:
As reported	$	14,339		$	14,615		$	10,887		$	8,386
Adjustments
Add-back of minority interests (1)		-			1,314			898			731
Additional taxes (2)		-			(3,963	)		(2,186	)		(1,780	)
Acquisition funding (3)		-			(587	)		(587	)		(587	)
Adjusted net income	$	14,339		$	11,379		$	9,012		$	6,750
Period End Shares Outstanding:
As reported and adjusted for stock split		7,622,447			5,868,224			5,868,224			5,868,224
Shares issued in reorganization		-			464,223			464,223			464,223
Adjusted shares outstanding		7,622,447			6,332,447			6,332,447			6,332,447
Balance Sheet Data:
Stockholders’equity
As reported	$	108,346		$	71,876		$	66,221		$	62,236
Adjustment for consolidation (4)		-			-			4,328			4,701
Adjustment for effect of net income adjustments		-			(3,236	)		(1,875	)		(1,636	)
Adjusted stockholders’ equity	$	108,346		$	68,640		$	68,674		$	65,301
Total Assets
As reported	$	1,051,006		$	991,481		$	887,201		$	767,074
Adjustment for cash-out inreorganization		-			(5,313	)		(5,313	)		(5,313	)
Adjustment for net change inintangibles		-			-			8,100			8,100
Adjusted total assets	$	1,051,006		$	986,168		$	889,988		$	769,861
Common Share Data:
Basic earnings per share (5)	$	2.15			1.80			1.42			1.07
Diluted earnings per share (5)		2.15			1.80			1.42			1.07
Book value per share		14.21			10.84			10.84			10.31
Tangible book value per share		12.45			8.81			8.79			8.32
Selected Performance Ratios (6):
Return on average equity		17.19	%		16.57	%		13.45	%		N/A
Return on average assets		1.44			1.21			1.09			0.91	%

(1)	This adjustment reflects the minority interests purchased in our reorganization. The minority interests were reported on an after-tax, C corporation basis.
(2)	This adjustment represents a tax rate of 34% applied to reported pre-tax income less reported income tax expense to reflect the conversion from Subchapter S corporation to C corporation status.
(3)	Acquisition funding includes $9,500,000 in senior notes at an annual 6% interest rate and $5,313,000 in cash at an assumed annual 6% interest rate; net of tax at a 34% tax rate.
(4)	This adjustment represents the equity value of convertible non-voting common stock issued to acquire the minority interest of Ascencia Bancorp at a fair market value of $25.50 per share and the net book value of the minority interests.
(5)	The 40,000 shares of unvested restricted stock granted under our 2006 stock incentive plan that were outstanding as of December 31, 2006 have not been included in computing earnings per share because they are unvested and anti-dilutive.
(6)	Average asset and average equity calculations utilize two-point period averages that reflect the adjustments for the reorganization and the conversion from subchapter S corporation to C corporation status. Ratios for the year ended December 31, 2006 are actual results.