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): November 14, 2006

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 November 14, 2006, Porter Bancorp Inc. announced that Maria L. Bouvette, its President and Chief Executive Officer, and David B. Pierce, its Chief Financial Officer, will make a presentation at the Sandler O’Neill & Partners, L.P. Financial Services Conference in Naples, Florida at 10:55 a.m. Eastern time on Thursday, November 16, 2006.

A webcast of the presentation can be accessed via a link on Porter Bancorp’s website http://www.pbibank.com under Investor Relations or directly through http://www.sandleroneill.com. The archived webcast will be available for 30 days after the event, beginning November 17, 2006. The presentation will also be available via audio conference (no passcode required) by dialing 1-877-462-0111.

The related presentation materials will be available November 16, 2006 on Porter Bancorp’s website (http://www.pbibank.com) under Investor Relations.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	News Release issued by Porter Bancorp Inc. on November 14, 2006
99.2	Presentation Materials for Sandler O’Neill Financial Services Conference
99.3	Pro forma Financial Information Reconciliation

SIGNATURE

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: November 15, 2006	Porter Bancorp Inc.
	By:	/s/ David B. Pierce
		David B. Pierce
		Chief Financial Officer

EX-99.1

Exhibit 99.1

PORTER BANCORP INC. TO PRESENT AT SANDLER O’NEILL & PARTNERS, L.P.

FINANCIAL SERVICES CONFERENCE

LOUISVILLE, Kentucky – Porter Bancorp Inc. (Nasdaq: PBIB) announced that Maria L. Bouvette, its President and Chief Executive Officer, and David B. Pierce, its Chief Financial Officer, will make a presentation at the Sandler O’Neill & Partners, L.P. Financial Services Conference in Naples, Florida at 10:55 a.m. Eastern time on Thursday, November 16, 2006.

A webcast of the presentation can be accessed via a link on Porter Bancorp’s website http://www.pbibank.com under Investor Relations or directly through http://www.sandleroneill.com. The archived webcast will be available for 30 days after the event, beginning November 17, 2006. The presentation will also be available via audio conference (no passcode required) by dialing 1-877-462-0111.

The related presentation materials will be available November 16, 2006 on Porter Bancorp’s website (http://www.pbibank.com) under Investor Relations.

Porter Bancorp Inc. is a bank holding company headquartered in Louisville, Kentucky and 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.”

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 “Risk Factors” section of the Company’s Form S-1 Registration Statement (Reg. No. 333-133198) 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.

PBIB-G

CONTACT:

Porter Bancorp, Inc.

Maria L. Bouvette, 502-499-4800

EX-99.2

Sandler O’Neill + Partners, L.P.

Financial Services Conference

November 16, 2006

Exhibit 99.2

2

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 discussed

in the “Risk Factors”

section of the Company’s Form S-1

Registration Statement (Reg. No. 333-133198) and

subsequent periodic reports filed with the Securities and

Exchange Commission.  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.

3

IPO Date:

NSDQ Symbol:

Shares Outstanding:

Market Capitalization:

Average Daily Volume:

Insider Ownership:

September 22, 2006

PBIB

7.62 Million

$173 Million

2,972 Shares

69%

Note:

(1) Based on November 10, 2006 closing price of $22.75

(2) For the last 30 calendar days

Company Overview

(1)

(2)

4

Headquartered in Louisville, KY

13 branches

$1.0 billion in assets

$817 million in loans

$802 million in deposits

Note:

(1) Financial data as of and for the 9 months ended September 30, 2006

Focused on developing the I-65

corridor

Franchise Overview

5

16

th

largest city in the U.S.

12 counties with over 1.2 million

residents

Economic growth is greater

than

the national average

Strong commercial loan demand

Diversified economy

Large employers include UPS, GE,

Humana, YUM! Brands, Ford

Recent opening of Best Buy tech

support center

Notes:

(1) In millions; deposits as of June 30, 2006; excludes $335 million of Ascencia deposits

(2) In millions; deposits as of June 30, 2006; Source: SNL Financial

Louisville and Louisville Area Market

Market Snapshot

Market Characteristics

PBIB Deposits:

$223

PBIB Branches:

5

Total Market Deposits:

$15,221

PBIB Market Share:

10 of 33 Depositories

Region

Nat'l Rank

Med. Household Income:

$50,095

81.3%

Proj. HHI Growth '06-'11:

19.8%

96.6%

Proj. Pop. Growth '06-'11:

2.2%

53.4%

(1)

(2)

6

Several

stable

community

markets

Stable

source

of

deposits

and

loans

Lower cost of funds

Porter’s

main

back-office

location

Predominantly service related

businesses

Notes:

(1) In millions; deposits as of June 30, 2006

(2) In millions; deposits as of June 30, 2006; Source: SNL Financial

South Central Kentucky Market

Market Snapshot

Market Characteristics

PBIB Deposits:

(1)

$206

PBIB Branches:

7

Total Market Deposits:

(2)

$763

PBIB Market Share:

1 of 10 Depositories

Region

Nat'l Rank

Med. Household Income:

$30,708

10.3%

Proj. HHI Growth '06-'11:

14.6%

51.9%

Proj. Pop. Growth '06-'11:

3.6%

63.1%

7

4

th

largest city in Kentucky

425,000 person labor market

Attractive growth market

Major employers include GM

(Corvette) and RR Donnelley

Future expansion focus

Tri-modal business center

Bowling Green / Glasgow Market

Notes:

(1) In millions; deposits as of June 30, 2006

(2) In millions; deposits as of June 30, 2006; Source: SNL Financial

Market Snapshot

Market Characteristics

PBIB Deposits:

(1)

$50

PBIB Branches:

1

Total Market Deposits:

(2)

$1,931

PBIB Market Share:

10 of 17 Depositories

Region

Nat'l Rank

Med. Household Income:

$38,068

41.2%

Proj. HHI Growth '06-'11:

17.1%

85.6%

Proj. Pop. Growth '06-'11:

4.2%

66.8%

8

Note:

(1) J. Chester

Porter

and

Maria

L.

Bouvette

acquired

3

banks

in

1985

–

1986;

Bill

Porter

participated

in

2

of

the

3

bank

acquisitions

Successful Track Record

1988

Porter Bancorp

organized: holding co.

with 3 banks

(1)

1988 –

1999

Acquired 2 banks

($99M in assets)

1999

Established

Ascencia

Bank

1999 –

2005

Acquired 2 banks

($82M in assets)

Dec.

31, 2005

Consolidated banks into PBI

Bank; acquired minority

interests; converted from S to

C Corp. status

$122

$230

$281

$319

$368

$454

$553

$623

$653

$715

$767

$887

$1,011

$1,000

$111

$101

$94

$88

$85

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

YTD

Total Assets ($M)

Sept.

22, 2006

Completed

IPO

Franchise Evolution

9

Historical Franchise Growth

Notes:

* 2 acquisitions made in the last 5 years ($76 million in total assets at closing)

Compounded Annual Growth Rates –

12/31/01 through 9/30/06

11.00%

9.40%

7.60%

6.90%

9.40%

8.80%

Assets

Deposits

Loans

Actual

Net of Acquisitions*

10

Core franchise growth

De novo branches

-

Markets with existing

lending presences

Whole bank acquisitions

Growth Driven by:

-

Experienced integrators

-

Extensive in-state

connections

Core deposits

-

Existing customer base

-

New customer bases

Non-interest income

Loan

portfolio diversification

Future Success Drivers

Areas for Improvement:

11

Experienced management team

Extensive market knowledge and community relationships

Acquisition and integration capabilities

Highly efficient organizational structure

Scalable operating platform

Diversified funding sources

Future Success Driven by:

Operating Strengths

12

Name

Age

Position

Industry

Experience

Porter

Experience

J. Chester Porter

66

Chairman of the Board, General Counsel and Director of

Porter Bancorp and PBI Bank

25

18

Maria L. Bouvette

50

President, CEO and Director of Porter Bancorp and PBI Bank

25

18

David B. Pierce

47

CFO of Porter Bancorp, Chief Strategic Officer of PBI Bank

20

17

Phil Barnhouse

36

CFO of PBI Bank

8

8

Jim Grubbs

51

Sr. VP Commercial Lending

26

2

Fred Catlett

48

President, Northern Region

28

10

Avery Matney

47

President, Southern Region

25

10

Todd Young

39

Chief Operations Officer

22

12

Charles Darst

43

Chief Development Officer

19

10

Eric Satterly

36

Chief Technology Officer

7

7

Average Years Experience

21

11

Experienced Management Team

13

Note:

(1) As of September 30, 2006

Primary focus on commercial,

commercial real estate and

construction lending

69.4% of total loans at

September 30, 2006

Granular portfolio

Loyal and experienced producers

Team approach to customers

Loan Portfolio Composition

(1)

Total Loans: $817M

Construction,

25.2%

Residential,

22.0%

HE, 3.2%

Comm'l, 7.0%

Cons., 3.6%

Comm'l R/E,

37.1%

Other, 0.1%

Ag., 1.7%

Loan Stratification

Highlights

14

Note:

(1) Includes 30 banks with assets $750M -

$2B in IL, IN, KY, MO, OH, TN and WV

Reserves / Total Loans

1.18%

1.18%

1.28%

1.40%

1.54%

1.55%

1.17%

1.26%

1.26%

1.19%

1.12%

1.10%

0.00%

0.50%

1.00%

1.50%

2.00%

2001

2002

2003

2004

2005

YTD 2006

PBIB

Peers

NPAs / Assets

(1)

NCOs / Average Loans

0.33%

0.27%

0.31%

0.24%

0.23%

0.18%

0.12%

0.07%

0.32%

0.18%

0.23%

0.40%

2001

2002

2003

2004

2005

YTD 2006

PBIB

Peers

Consistent Credit Performance

(1)

15

Notes:

(1) For the three months ended September 30, 2006; based on average daily deposit balances

Deposit Mix

(1)

Total Deposits: $802M

Cost of Deposits:

(1)

3.58%

Time Deposits,

79.3%

NOW and

MMDA, 9.5%

Savings, 3.0%

Non-Interest

Bearing, 8.2%

Internet banking used to pre-

fund

loan growth in new and

current

markets

High CD retention rates

Focus on core deposit

development

Deposit Stratification

Highlights

16

Net Income

(1)

Return on Average Assets

(1)

$6,750

$10,642

$11,379

$9,012

2003

2004

2005

YTD 2006

0.91%

1.44%

1.21%

1.09%

2003

2004

2005

YTD 2006

Operating and Performance Metrics

Notes:

(1) Adjusted for consolidation through add-back of minority interests, deduction of applicable income taxes

and deduction of acquisition funding (net of tax)

Efficiency Ratio

Net Interest Margin

55.0%

47.1%

48.0%

51.0%

2003

2004

2005

YTD 2006

3.71%

4.00%

4.06%

3.84%

2003

2004

2005

YTD 2006

17

Recent Financial Performance

Notes:

(1) Pro forma for the infusion of equity, shares and a 6% opportunity cost of cash on proceeds related to the IPO;

For a reconciliation, see the Investor Relations page of our website: www.pbibank.com

2006 Quarters

2006 YTD

First

Second

Third

Annualized

Earnings

Actual

$3,403

$3,430

$3,809

$14,189

Adjusted for Offering

(1)

3,675

3,702

4,054

15,240

Earnings per Share

Actual

0.54

$        

0.54

$        

0.59

$        

2.22

$        

Adjusted for Offering

(1)

0.48

0.49

0.53

Return on Average Equity

Actual

18.8%

18.1%

19.3%

18.7%

Adjusted for Offering

(1)

14.7%

14.5%

15.8%

Return on Average Assets

Actual

1.40%

1.40%

1.53%

1.44%

Adjusted for Offering

(1)

1.45%

1.47%

1.60%

2.00

15.0%

1.51%

18

Trading Multiples

Notes:

(1) Pro forma for the infusion of equity, shares and a 6% opportunity cost of cash on proceeds related to the IPO;

For a reconciliation, see the Investor Relations page of our website: www.pbibank.com

Current Market Price (11/10/06)

$22.75

Trading Multiples (based on 9/30/06 data)

Value

Multiple

YTD Annualized EPS

(1)

$2.00

11.4x

Tangible Book Value per Share

$12.15

187%

Dividends

Quarterly Dividend

$0.20

Dividend Yield

3.52%

19

Seasoned and experienced management team

Efficient organization

Strong EPS, asset, loan and deposit growth

Attractive, diversified growth markets

Investment Highlights

The “PBIB”

Difference

EX-99.3

Exhibit 99.3

Porter Bancorp, Inc.

Proforma Financial Information Reconciliation

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

	2006 Quarters									2006 YTD Annualized
	First			Second			Third
Net Income
Actual	$	3,403		$	3,430		$	3,809		$	14,189
Adjustments
Opportunity Cost of Net Offering Proceeds at 6.0%(1)		400			400			360	(2)
Tax Effect at 32.0%		(128	)		(128	)		(115	)
Net Income Adjustment		272			272			245
Net Income Adjusted for the Offering	$	3,675		$	3,702		$	4,054		$	15,240
Average Equity
Actual	$	73,541		$	75,830		$	78,410		$	75,927
Adjustments
New Equity from Offering		26,634			26,634			23,971	(3)
Average Equity Adjusted for the Offering	$	100,175		$	102,464		$	102,381		$	101,673
Return on Average Equity		18.8	%		18.1	%		19.3	%		18.7	%
Return on Average Equity Adjusted for the Offering		14.7	%		14.5	%		15.8	%		15.0	%
Average Assets
Actual	$	987,381		$	979,566		$	988,265		$	985,071
Adjustments
New Assets from Offering		26,634			26,634			23,971	(3)
Average Assets Adjusted for the Offering	$	1,014,015		$	1,006,200		$	1,012,236		$	1,010,817
Return on Average Assets		1.40	%		1.40	%		1.53	%		1.44	%
Return on Average Assets Adjusted for the Offering		1.45	%		1.47	%		1.60	%		1.51	%
Average Fully-Diluted Shares Outstanding
Actual		6,332,447			6,352,000			6,454,730			6,379,726
Average Fully-Diluted Shares Adjusted for the Offering(4)		7,620,497			7,620,497			7,620,497			7,620,497
Earnings per Share	$	0.54		$	0.54		$	0.59		$	2.22
Earnings per Share Adjusted for the Offering	$	0.48		$	0.49		$	0.53		$	2.00

(1) Net offering proceeds from the IPO were $26,634

(2) As the IPO closed on 9/22/06, actual third quarter net income includes 9 days of income from offering proceeds

(3) As the IPO closed on 9/22/06, actual third quarter averages include 9 days of assets and equity from the offering

(4) There were 7,620,497 total shares oustanding at 9/30/06; all options are currently out-of-the money and therefore do not impact the fully-diluted share count