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): July 27, 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 .

In a press release dated July 27, 2007, Porter Bancorp, Inc. announced that Maria L. Bouvette, its President and Chief Executive Officer, will make a presentation at the Keefe, Bruyette & Woods 8th Annual Community Bank Investor Conference in New York at 2:30 p.m. Eastern time on Tuesday, July 31, 2007.

A copy of the press release, presentation materials and proforma financial information reconciliation table are attached hereto as, respectively, Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.

Additional Information

The foregoing may be deemed to be offering materials of Porter Bancorp in connection with Porter Bancorp's proposed acquisition of Ohio County Bancshares, on the terms and subject to the conditions in the Agreement and Plan of Merger, dated June 16, 2007, between Porter Bancorp and Ohio County Bancshares.

Porter Bancorp and Ohio County Bancshares shareholders and other investors are urged to read the joint proxy statement/prospectus that will be included in the registration statement on Form S-4, which Porter Bancorp will file with the SEC in connection with the proposed merger, because it will contain important information about Porter Bancorp, Ohio County Bancshares, the merger, the persons soliciting proxies in the proposed merger and their interests in the proposed merger and related matters.

The respective directors and executive officers of Porter Bancorp and Ohio County Bancshares and other persons may be deemed to be participants in the solicitation of proxies from Ohio County Bancshares shareholders with respect to the proposed transaction.  Information regarding Porter Bancorp's directors and executive officers is available in its proxy statement filed with the SEC on April 18, 2007.  Information regarding Ohio County Bancshares's directors and executive officers and other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

This document is not an offer to sell, or a solicitation of an offer to buy, shares of Porter Bancorp common stock, or the solicitation of any proxies from Ohio County Bancshares shareholders.  After it is filed with the SEC, the proxy statement/prospectus will be available for free, both on the SEC Web site (www.sec.gov) and from Porter Bancorp by contacting C. Bradford Harris, Executive Vice President and Corporate General Counsel, Porter Bancorp, Inc., 2500 Eastpoint Parkway, Louisville, Kentucky 40223. Telephone: (502) 499-4800.

In addition to the proposed registration statement and proxy statement/prospectus, Porter Bancorp files annual, quarterly and special reports, proxy statements and other information with the SEC.  You may read and copy any reports, statements or other information filed by Porter Bancorp at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York and Chicago.  Please call the SEC at 1 800 SEC 0330 for more information on the public reference rooms.  Porter Bancorp SEC filings also are available to the public from commercial document retrieval services and at www.sec.gov.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release issued by Porter Bancorp, Inc. on July 27, 2007
99.2	Presentation Materials for Keefe, Bruyette & Woods 8th Annual Community Bank Investor Conference
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: July 27, 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 July 27, 2007

99.2   Presentation Materials for Keefe, Bruyette & Woods 8th Annual Community Bank Investor Conference

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. TO PRESENT AT KEEFE, BRUYETTE & WOODS

COMMUNITY BANK CONFERENCE

LOUISVILLE, Ky. (July 27, 2007) – Porter Bancorp, Inc. (NASDAQ: PBIB) announced that Maria L. Bouvette, its President and Chief Executive Officer, will make a presentation at the Keefe, Bruyette & Woods 8th Annual Community Bank Investor Conference at The Waldorf Astoria Hotel, 301 Park Avenue, New York, New York at 2:30 p.m. Eastern time on Tuesday, July 31, 2007.

A webcast of the presentation can be accessed via a link on Porter Bancorp’s website www.pbibank.com under Investor Relations.  The archived webcast will be available for 60 days after the event, beginning July 31, 2007.

The related presentation materials will be available July 31, 2007, on Porter Bancorp’s website (www.pbibank.com) under Investor Relations.

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 14 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.

-MORE-

PBIB to Present at Keefe, Bruyette & Woods 8th Annual Community Bank Investor Conference

Page 2

July 27, 2007

Additional Information

The foregoing may be deemed to be offering materials of Porter Bancorp in connection with Porter Bancorp's proposed acquisition of Ohio County Bancshares, on the terms and subject to the conditions in the Agreement and Plan of Merger, dated June 16, 2007, between Porter Bancorp and Ohio County Bancshares.

Porter Bancorp and Ohio County Bancshares shareholders and other investors are urged to read the joint proxy statement/prospectus that will be included in the registration statement on Form S-4, which Porter Bancorp will file with the SEC in connection with the proposed merger, because it will contain important information about Porter Bancorp, Ohio County Bancshares, the merger, the persons soliciting proxies in the proposed merger and their interests in the proposed merger and related matters.

The respective directors and executive officers of Porter Bancorp and Ohio County Bancshares and other persons may be deemed to be participants in the solicitation of proxies from Ohio County Bancshares shareholders with respect to the proposed transaction.  Information regarding Porter Bancorp's directors and executive officers is available in its proxy statement filed with the SEC on April 18, 2007.  Information regarding Ohio County Bancshares's directors and executive officers and other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

This news release is not an offer to sell, or a solicitation of an offer to buy, shares of Porter Bancorp common stock, or the solicitation of any proxies from Ohio County Bancshares shareholders.  After it is filed with the SEC, the proxy statement/prospectus will be available for free, both on the SEC Web site (www.sec.gov) and from Porter Bancorp by contacting C. Bradford Harris, Executive Vice President and Corporate General Counsel, Porter Bancorp, Inc., 2500 Eastpoint Parkway, Louisville, Kentucky 40223. Telephone: (502) 499-4800.

In addition to the proposed registration statement and proxy statement/prospectus, Porter Bancorp files annual, quarterly and special reports, proxy statements and other information with the SEC.  You may read and copy any reports, statements or other information filed by Porter Bancorp at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's other public reference rooms in New York and Chicago.  Please call the SEC at 1 800 SEC 0330 for more information on the public reference rooms.  Porter Bancorp SEC filings also are available to the public from commercial document retrieval services and at www.sec.gov.

###

EX-99.2

Exhibit 99.2

NASDAQ: PBIB July/August 2007

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 $173  Million 2,331 Shares 69%Notes: (1) Based on July 16, 2007 closing price of $22.66 (2) 2007 year-to-date Stock Overview

Louisville, Kentucky headquarters 7th largest bank domiciled in Kentucky 15 offices (20 after completion of Ohio County Bancshares acquisition) $1.2 billion in assets $983 million in loans $977 million in deposits Focused on developing the I-65 corridor Efficient operating model Note: Financial data as of June 30, 2007 Company Overview

Market Overview Body: Diversified Growth Markets Louisville South Central Kentucky Southern Kentucky Lexington/Fayette County (new) Owensboro/Daviess County (new)

16th largest city in the U.S. and largest city in Kentucky Economic and job growth rates are greater than the national average  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 Board of Trustees Louisville Market

Hart, Green and Cumberland counties 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 economySouth Central Kentucky Market

Warren county, which includes Bowling Green the 4th largest city in Kentucky, and surrounding counties of Ohio, Butler, Edmonson, and Barren  Attractive growth market Major employers include GM (Corvette) and RR Donnelley New FedEx Ground Home Delivery Center Acquisition of Ohio County Bancshares – 2 offices in Bowling Green, 3 offices in Ohio county Home of Western Kentucky University Southern Kentucky Market

Lexington/Fayette County  2nd largest city in Kentucky  Financial, educational, retail, healthcare and cultural center for Bluegrass Region of Central Kentucky and Eastern Kentucky  Attractive growth market  Diversified economy  Home of University of Kentucky  Large employers include Toyota, Lexmark, IBM Global Services and Valvoline Owensboro/Daviess County  3rd largest city in Kentucky  Industrial, medical, retail and cultural hub for Western Kentucky  Diversified economy  Home of two four year liberal arts colleges (Brescia University and Kentucky Wesleyan College)  Large employers include Owensboro Medical Health System, Texas Gas, US Bank Home Mortgage and Toyotetsu    New Market Expansion

Note: (1) J. Chester Porter and Maria L. Bouvette acquired 3 banks in 1985 – 1986; Bill Porter participated in 2 of the 3 bank acquisitions1988Porter Bancorp organized with 3 banks(1)1988 – 1999Acquired 3 banks1999Established Ascencia Bank   1999 –    2005 Acquired 2 banks (Gp:)  Dec. 31,  2005 (Gp:) Consolidated banks into PBI Bank Total Assets ($M) Sept. 22, 2006 Completed IPO Successful Track Record

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

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 (two over next twelve months – Shepherdsville and Lexington)   Growth Strategies

Bowling Green LPO to Full Service Branch – In-Market Team in place (3/5/07) Lexington LPO to Full Service Branch – In-Market Team in place (6/1/07) Acquisition of Ohio County Bancshares – Six branches in Ohio, Warren and Daviess counties, which includes Bowling Green and Owensboro (scheduled to close during the 4th quarter)  $120 million in assets   $15 million in core non-interest bearing accounts  Implementation of Successful Core Deposit Growth Campaign – Transactional and Non-Time Deposit Accounts increased by $44.7 million during the first six months of 2007 or 21.8%   Execution of Growth Strategies

Analysis of Ohio County Bancshares Acquisition Key Deal Points  Six branch locations – Bowling Green, Owensboro and Beaver Dam $120 million in assets  $100 million in deposits   $15 million in non-interest bearing accounts or 15% of total deposits    Accretive to earnings   Dilution to book value less than 3%  Price to tangible book – approximately 190%  Core deposit premium – less than 7%

 Financial Highlights

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 IPO Note: (1) Peer Median Financial Performance per SNL PBIB Peer (1) ROAA 1.44% 1.04% ROAE 17.19% 12.61% NIM 3.97% 3.82% Efficiency 46.68% 61.41%

Asset Growth ($ in millions) (Gp:) $887 (Gp:) $991 (Gp:) $1,051 (Gp:) $1,120 (Gp:) $1,198 (Gp:) $0 (Gp:) $200 (Gp:) $400 (Gp:) $600 (Gp:) $800 (Gp:) $1,000 (Gp:) $1,200 (Gp:) $1,400 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) Q1 07 (Gp:) Q2 07

Loan Growth ($ in millions) (Gp:) $734 (Gp:) $792 (Gp:) $854 (Gp:) $927 (Gp:) $983 (Gp:) $0 (Gp:) $200 (Gp:) $400 (Gp:) $600 (Gp:) $800 (Gp:) $1,000 (Gp:) $1,200 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) Q1 07 (Gp:) Q2 07

($ in millions) (Gp:) $673 (Gp:) $187 (Gp:) $727 (Gp:) $657 (Gp:) $540 (Gp:) $619 (Gp:) $178 (Gp:) $205 (Gp:) $224 (Gp:) $250 (Gp:) $- (Gp:) $200 (Gp:) $400 (Gp:) $600 (Gp:) $800 (Gp:) $1,000 (Gp:) $1,200 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) Q1 07 (Gp:) Q2 07 (Gp:) Non-CD (Gp:) CD (Gp:) $718 (Gp:) $806 (Gp:) $862 (Gp:) $897 (Gp:) $977

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)  (Gp:) $6,750 (Gp:) $9,012 (Gp:) $11,379 (Gp:) $14,339 (Gp:) $6,833 (Gp:) $7,290 (Gp:) 2003 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) YTD Q2 (Gp:) 06 (Gp:) YTD Q2 (Gp:) 07

Solid Net Interest Margin (Gp:) 3.71% (Gp:) 3.84% (Gp:) 4.06% (Gp:) 3.97% (Gp:) 2003 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006

Consistent Quarterly NIM (Gp:) 3.95% (Gp:) 4.10% (Gp:) 3.95% (Gp:) 3.90% (Gp:) 3.92% (Gp:) 3.69% (Gp:) Q1 06 (Gp:) Q2 06 (Gp:) Q3 06 (Gp:) Q4 06 (Gp:) Q1 07 (Gp:) Q2 07

Net Interest Margin vs. Prime Rate (Gp:) 0.00% (Gp:) 1.00% (Gp:) 2.00% (Gp:) 3.00% (Gp:) 4.00% (Gp:) 5.00% (Gp:) 6.00% (Gp:) 7.00% (Gp:) 8.00% (Gp:) 9.00% (Gp:) 10.00% (Gp:) 1999 (Gp:) 2000 (Gp:) 2001 (Gp:) 2002 (Gp:) 2003 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) YTD 2007 (Gp:) Prime Rate - EOY (Gp:) NIM - Annualized

Improving Operational Efficiency (Gp:) 54.6% (Gp:) 51.0% (Gp:) 48.0% (Gp:) 46.7% (Gp:) 45.2% (Gp:) 2003 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) YTD thru (Gp:) Q2 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)  (Gp:) 0.91% (Gp:) 1.09% (Gp:) 1.21% (Gp:) 1.44% (Gp:) 1.32% (Gp:) 2003 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) YTD thru (Gp:) Q2 07

Solid Return on Equity Note:  (1) Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes and deduction of acquisition funding (net of tax).(1)(1)(1) (Gp:) 13.45%  (Gp:) 16.57%17.19% 13.19% 2004 2005 2006 YTD thru Q2 07

2007 Operating Performance thru Q2 Growth exceeded expectations Loans –  15.1% (annualized  30.4%) Deposits –  13.4% (annualized  26.9%) Assets –  14.0% (annualized  28.2%) Efficient operations – 45.2% efficiency ratio Sound credit quality  1.15% NPA to loans .73% NPL to loans ROAA – 1.32% ROAE – 13.19% Note: Financial data as of June 30, 2007

Note:  (1) As of June 30, 2007 Primary focus on residential and commercial real estate (including farmland) and construction – real estate lending 86% of total loans at  June 30, 2007 Granular portfolio No “subprime” exposure Loyal and experienced producers Team approach to customers Locally empowered lenders with timely decision making Loan Portfolio (1) Total Loans: $983M Loan Stratification Highlights (Gp:)    Commercial Real  (Gp:) Estate (Gp:) 31.0% (Gp:)    Construction Real  (Gp:) Estate (Gp:) 26.3% (Gp:)    Farmland (Gp:) 5.4% (Gp:)    Home Equity (Gp:) 1.9% (Gp:) C & I (Gp:) 7.8% (Gp:) Consumer (Gp:) 3.1% (Gp:) Agricultural (Gp:) 1.4% (Gp:) Other (Gp:) 0.1% (Gp:)    Residential Real  (Gp:) Estate (Gp:) 23.0%

Portfolio Composition Note: As of June 30, 2007 (Gp:) Commercial Real Estate Portfolio Details (Gp:) $305 million (Gp:) Commercial Lot -  (Gp:) Developed (Gp:) 5.07% (Gp:) Industrial/Manufacturing/ (Gp:) Other Production  (Gp:) Facilities (Gp:) 11.25% (Gp:) Hotel/Motel/Lodging (Gp:) 8.29% (Gp:) Storage/Warehouse (Gp:) 7.06% (Gp:) C-Store/Fuel Station (Gp:) 6.11% (Gp:) All Other (Gp:) 10.78% (Gp:) Retail Facility (Gp:) 28.59% (Gp:) Office Building/Condo (Gp:) 22.86%  (Gp:) Construction - Real Estate Portfolio Details (Gp:) $259 million (Gp:) 1-4 Family Residential (Gp:) 37.17% (Gp:) All Other (Gp:) 11.38% (Gp:) Residential Condo  (Gp:) Development (Gp:) 19.08% (Gp:) Residential Land  (Gp:) Development (Gp:) 13.68% (Gp:) Commercial Land  (Gp:) Development (Gp:) 6.46% (Gp:) Retail Facility (Gp:) 7.24% (Gp:) Residential Lot -  (Gp:) Developed (Gp:) 4.98%

New Loan Production Q2 2007 (Gp:) 1-4 Family Construction (Gp:) 17.1% (Gp:) Retail Facilities (Gp:) 12.6% (Gp:) Residential Lots & Residential Land  (Gp:) Development (Gp:) 11.0% (Gp:) Commercial & Industrial (non-real  (Gp:) estate) (Gp:) 8.9% (Gp:) Consumer Installment (Gp:) 6.7% (Gp:) Farmland (Gp:) 5.8% (Gp:) Commercial Lots and Commercial Land  (Gp:) Development (Gp:) 3.5% (Gp:) Motel, Hotel, Lodging (Gp:) 2.9% (Gp:) Agricutural (Gp:) 1.9% (Gp:) 1-4 Family Home Equity (Gp:) 1.1% (Gp:) C-Store/Fuel Station (Gp:) 0.0% (Gp:) Other (Gp:) 2.7% (Gp:) 1-4 Family Permanent (Gp:) 18.3% (Gp:) Multifamily (Gp:) 2.8% (Gp:) Storage/Warehouse (Gp:) 2.0% (Gp:) Office Building/Condo (Gp:) 2.4% (Gp:) Residential Condo Development (Gp:) 0.1%

Reserves / Total Loans (Gp:) 1.37% (Gp:) 1.43% (Gp:) 1.50% (Gp:) 1.54% (Gp:) 1.40% (Gp:) 1.28% (Gp:) 1.15% (Gp:) 1.18% (Gp:) 1.33% (Gp:) 1.11% (Gp:) 0.99% (Gp:) 0.93% (Gp:) 2003 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) Q1 07 (Gp:) Q2 07 (Gp:) Reserves (Gp:) NPA's/Loans

NCOs / Average Loans (Gp:) 0.23% (Gp:) 0.18% (Gp:) 0.32% (Gp:) 0.09% (Gp:) 0.03% (Gp:) 0.05% (Gp:) 0.0% (Gp:) 1.0% (Gp:) 2.0% (Gp:) 3.0% (Gp:) 4.0% (Gp:) 2003 (Gp:) 2004 (Gp:) 2005 (Gp:) 2006 (Gp:) Q1 07 (Gp:) Q2 07

Note: (1) For the quarter ended June 30, 2007; rate based on average daily deposit balancesDeposit Mix (1)Total Deposits: $ 977MCost of Deposits:(1) 4.86% Effective core deposit growth initiatives Core non-interest bearing deposits up 8.7% (YTD thru Q2)  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 Highlights (Gp:) CD's less than $100k (Gp:) 53% (Gp:) CD's $100k or greater (Gp:) 22% (Gp:) NOW and Money  (Gp:) Market (Gp:) 15% (Gp:) Savings (Gp:) 3% (Gp:) Non-Interest Bearing  (Gp:) DDA (Gp:) 7%

Transactional Account Growth (in millions) $250 $200 $150 $100 $50 $- 2003 2004 2005 2006 Q1 2007 Q2 2007 $136 $151 $165 $173 $195 $217

Investment Highlights

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

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  Improved loan quality metrics Continuance of quarterly dividend

Undervalued Opportunity Current Market Price (7/16/07) $22.66 Trading Multiples:ValueMultiple EPS (1)$2.0511.05x Tangible BV Per Share (2)$13.01174.17% Quarterly Dividend (2)$0.20 Annualized Dividend (3)$0.803.53% Notes: Median 2007 earnings estimates reported by SNL Based on 6/30/07 financial data Annualized dividend yield

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

Addendum

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

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, and Lexington 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 Drivers

Peer Metrics Note: Data per SNL Porter Bancorp, Inc. Comparable Group    Financial Information as of the Year ended 12/31/06 Dollar Values in (000's)TotalCoreCoreNet InterestEfficiency Company NameTickerCityStateAssetsROAAROAEMarginRatio  Republic Bancorp, Inc.RBCAALouisvilleKY$3,046,787 1.00%12.63%3.22%61.76% Community Trust Bancorp, Inc.CTBIPikevilleKY2,969,761 1.33%14.51%4.02%55.86% Integra Bank CorporationIBNKEvansvilleIN2,684,479 0.69%8.21%3.43%62.57% Farmers Capital Bank CorporationFFKTFrankfortKY1,824,366 0.79%8.52%3.74%69.80% S.Y. Bancorp, Inc.SYBTLouisvilleKY1,426,321 1.69%17.35%4.36%55.76% Bank of Kentucky Financial CorporationBKYFCrestview HillsKY1,051,563 1.08%12.58%3.90%61.06% First Financial Service CorporationFFKYElizabethtownKY822,826 1.30%14.97%4.04%58.47% Community Bank Shares of Indiana, Inc.CBINNew AlbanyIN816,633 0.55%7.70%2.85%76.39%  High $3,046,787 1.69%17.35%4.36%76.39% Low816,633 0.55%7.70%2.85%55.76% Average1,830,342 1.05%12.06%3.70%62.71% Median 1,625,344 1.04%12.61%3.82%61.41%  

Peer Metrics Note: Data per SNL (Gp:) Porter Bancorp, Inc. Comparable Group (Gp:) Data as of or for the Quarter Ended 3/31/07 (Gp:) Dollar Values in (000's) (Gp:) Total (Gp:) Core (Gp:) Core (Gp:) Net Interest (Gp:) Efficiency (Gp:) Company Name (Gp:) Ticker (Gp:) City (Gp:) State (Gp:) Assets (Gp:) ROAA (Gp:) ROAE (Gp:) Margin (Gp:) Ratio (Gp:) Community Trust Bancorp, Inc. (Gp:) CTBI (Gp:) Pikeville (Gp:) KY (Gp:) $3,098,786 (Gp:) 1.07% (Gp:) 11.17% (Gp:) 3.79% (Gp:) 63.95% (Gp:) Republic Bancorp, Inc. (Gp:) RBCAA (Gp:) Louisville (Gp:) KY (Gp:) 3,021,837 (Gp:) 1.09% (Gp:) 13.89% (Gp:) 3.73% (Gp:) 58.21% (Gp:) Integra Bank Corporation (Gp:) IBNK (Gp:) Evansville (Gp:) IN (Gp:) 2,656,211 (Gp:) 1.10% (Gp:) 12.38% (Gp:) 3.47% (Gp:) 66.13% (Gp:) Farmers Capital Bank Corporation (Gp:) FFKT (Gp:) Frankfort (Gp:) KY (Gp:) 1,914,754 (Gp:) 1.00% (Gp:) 10.35% (Gp:) 3.62% (Gp:) 66.44% (Gp:) S.Y. Bancorp, Inc. (Gp:) SYBT (Gp:) Louisville (Gp:) KY (Gp:) 1,414,364 (Gp:) 1.62% (Gp:) 16.37% (Gp:) 4.17% (Gp:) 54.54% (Gp:) Bank of Kentucky Financial Corporation (Gp:) BKYF (Gp:) Crestview Hills (Gp:) KY (Gp:) 1,048,395 (Gp:) 0.83% (Gp:) 9.86% (Gp:) 3.69% (Gp:) 67.12% (Gp:) First Financial Service Corporation (Gp:) FFKY (Gp:) Elizabethtown (Gp:) KY (Gp:) 842,076 (Gp:) 1.11% (Gp:) 12.81% (Gp:) 3.91% (Gp:) 62.47% (Gp:) Community Bank Shares of Indiana, Inc. (Gp:) CBIN (Gp:) New Albany (Gp:) IN (Gp:) 811,118 (Gp:) 0.50% (Gp:) 6.19% (Gp:) 2.95% (Gp:) 76.83% (Gp:) High (Gp:) $3,098,786 (Gp:) 1.62% (Gp:) 16.37% (Gp:) 4.17% (Gp:) 76.83% (Gp:) Low (Gp:) 811,118 (Gp:) 0.50% (Gp:) 6.19% (Gp:) 2.95% (Gp:) 54.54% (Gp:) Average (Gp:) 1,850,943 (Gp:) 1.04% (Gp:) 11.63% (Gp:) 3.67% (Gp:) 64.46% (Gp:) Median (Gp:) 1,664,559 (Gp:) 1.08% (Gp:) 11.78% (Gp:) 3.71% (Gp:) 65.04%

Loan Mix Loan Portfolio Composition              Outstandings as of June 30, 2007(in thousands) (Gp:)    Commercial Real Estate (Gp:) 304,555 (Gp:) $        (Gp:)   (Gp:) 31.0% (Gp:)    Construction Real Estate (Gp:) 258,837 (Gp:)           (Gp:)   (Gp:) 26.3% (Gp:)    Residential Real Estate (Gp:) 225,606 (Gp:)           (Gp:)   (Gp:) 23.0% (Gp:)    Farmland (Gp:) 53,212 (Gp:)            (Gp:)   (Gp:) 5.4% (Gp:)    Home Equity (Gp:) 18,649 (Gp:)            (Gp:)   (Gp:) 1.9% (Gp:) C & I (Gp:) 76,565 (Gp:)            (Gp:)   (Gp:) 7.8% (Gp:) Consumer (Gp:) 30,855 (Gp:)            (Gp:)   (Gp:) 3.1% (Gp:) Agricultural (Gp:) 14,109 (Gp:)            (Gp:)   (Gp:) 1.4% (Gp:) Other (Gp:) 955 (Gp:)                 (Gp:)   (Gp:) 0.1% (Gp:) Total (Gp:) 983,343 (Gp:) $        (Gp:)   (Gp:) 100%

Loan Portfolio Trends (in millions) (Gp:) - (Gp:) 50 (Gp:) 100 (Gp:) 150 (Gp:) 200 (Gp:) 250 (Gp:) 300 (Gp:) 350 (Gp:)    Commercial (Gp:) Real Estate (Gp:)    Construction (Gp:) Real Estate (Gp:)    Residential (Gp:) Real Estate (Gp:)    Farmland (Gp:)    Home Equity (Gp:) C & I (Gp:) Consumer (Gp:) Agricultural (Gp:) Other (Gp:) 12/31/06 (Gp:) 03/31/07 (Gp:) 06/30/07

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

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 in
reorganization		-			(5,313	)		(5,313	)		(5,313	)
Adjustment for net change in
intangibles		-			-			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.