S-8

As filed with the Securities and Exchange Commission on June 12, 2007

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PORTER BANCORP, INC.

(Exact name of Registrant as Specified in Its Charter)

Kentucky	61-1142247
(State of Incorporation)	(I.R.S. Employer Identification No.)

2500 Eastpoint Parkway

Louisville, Kentucky 40223

(502) 499-4800

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

PORTER BANCORP, INC.

2006 NON-EMPLOYEE DIRECTORS STOCK OWNERSHIP INCENTIVE PLAN

(Full Title of the Plan)

Maria L. Bouvette

President and Chief Executive Officer

Porter Bancorp, Inc.

2500 Eastpoint Parkway

Louisville, Kentucky 40223

(502) 499-4800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Alan K. MacDonald

Frost Brown Todd LLC

400 West Market Street, Suite 3200

Louisville, Kentucky 40202

(502) 589-5400

(502) 581-1087 (Fax)

CALCULATION OF REGISTRATION FEE

Title of Securities Being Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	100,000 shares	$22.94	$2,294,000	$70.43

(1) This Registration Statement covers shares of Common Stock of Porter Bancorp, Inc. (the “Registrant”) which may be offered or sold pursuant to the Porter Bancorp, Inc. 2006 Non-Employee Directors Stock Ownership Incentive Plan (the “Plan”). This Registration Statement also relates to such indeterminate number of additional shares of Common Stock of Porter Bancorp, Inc., as may be required pursuant to the Plan in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under the Plan or other similar event.

(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of the high and low sale price for a share of Common Stock, as reported on The NASDAQ Global Market as of a date within five business days prior to filing this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been incorporated by reference in this Registration Statement:

(a) Porter Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed on March 26, 2007;

(b) Porter Bancorp’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007;

(c) Porter Bancorp’s Current Reports on Form 8-K filed on February 26, 2007, March 5, 2007, May 18, 2007, May 22, 2007, and June 4, 2007

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2006; and

(e) The description of Porter’s Common Stock on pages 104-106 of Amendment No. 6 to Form S-1 Registration Statement (Reg. No. 333-133198) filed September 19, 2006.

All documents subsequently filed by Porter Bancorp pursuant to Sections 13, 14 and 15(d) of the Securities and Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all the securities offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of it from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Under Kentucky law, a corporation has broad powers to indemnify directors, officers, employees, and agents of the corporation for judgments, penalties, fines, settlements, and reasonable expenses incurred by that person in proceedings in connection with the person’s official capacity in the corporation. Indemnification against reasonable legal expenses incurred by such person in such a proceeding is mandatory when the person is wholly successful in the defense of the proceeding. However, a corporation may not indemnify such person when the person is adjudged liable to the corporation or on the basis that a personal benefit was improperly received.

Porter’s articles of incorporation provide for the indemnification of executive officers and directors only in connection with proceedings arising from that person’s conduct in his/her official capacity and only to the extent permitted by the Kentucky Business Corporation Act.

Item 8. Exhibits.

The following exhibits are filed or incorporated by reference as part of this Registration Statement.

Exhibit No.	Description
4.1†	2006 Non-Employee Directors Stock Ownership Plan.
4.2†	Amended and Restated Certificate of Incorporation of Porter Bancorp, Inc.
4.3†	Bylaws of Porter Bancorp, Inc.
5.1*	Opinion as to the legality of the securities being registered.
23.1	Consent of Counsel (contained in their opinion filed as Exhibit 5.1 hereto).
23.2*	Consent of Crowe Chizek and Company LLC.
24.1	Powers of Attorney (included in the signature page of this Registration Statement).

^† Incorporated by reference to the relevant exhibit to the Company’s Registration Statement on Form S-1 (Reg. No. 333-133198).

* Filed herewith.

Item 9. Undertakings.

The undersigned registrant hereby undertakes

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 6 of this registration statement or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, Commonwealth of Kentucky on May 19, 2007.

PORTER BANCORP, INC.
By:	/s/ Maria L. Bouvette
	Maria L. Bouvette
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of Maria L. Bouvette and David B. Pierce, and each of them singly, such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ J. Chester Porter J. Chester Porter	Chairman of the Board of Directors	May 19, 2007
/s/ Maria L. Bouvette Maria L. Bouvette	President, Chief Executive Officer and Director	May 19, 2007
/s/ David B. Pierce David B. Pierce	Chief Financial Officer	May 19, 2007
/s/ David L. Hawkins David L. Hawkins	Director	May 19, 2007
/s/ W. Glenn Hogan W. Glenn Hogan	Director	May 19, 2007
/s/ Michael E. Miller Michael E. Miller	Director	May 19, 2007
/s/ Sidney L. Monroe Sidney L. Monroe	Director	May 19, 2007
/s/ Stephen A. Williams Stephen A. Williams	Director	May 19, 2007

EXHIBIT INDEX

Exhibit No.	Description
4.1†	2006 Non-Employee Directors Stock Ownership Plan.
4.2†	Amended and Restated Certificate of Incorporation of Porter Bancorp, Inc.
4.3†	Bylaws of Porter Bancorp, Inc.
5.1*	Opinion as to the legality of the securities being registered.
23.1	Consent of Counsel (contained in their opinion filed as Exhibit 5.1 hereto).
23.2*	Consent of Crowe Chizek and Company LLC.
24.1	Powers of Attorney (included in the signature page of this Registration Statement).

^† Incorporated by reference to the relevant exhibit to the Company’s Registration Statement on Form S-1 (Reg. No. 333-133198).

* Filed herewith.

EX-5.1

EXHIBIT 5.1

FROST BROWN TODD LLC

Attorneys

Kentucky · Ohio · Indiana · Tennessee

June 11, 2007

Porter Bancorp, Inc.

2500 Eastpoint Parkway

Louisville, Kentucky 40223

Re: Registration of Common Stock Under the Stock Option Plan

Ladies and Gentlemen:

We have acted as special counsel to Porter Bancorp, Inc., a Kentucky corporation (the “Company”), for the purpose of issuing this opinion in connection with the registration of 100,000 shares (the “Shares”) of the Common Stock of the Company pursuant to the Form S-8 Registration Statement filed on or about the date hereof by the Company under the Securities Act of 1933, as amended, to which this opinion is an exhibit. The Shares being registered relate to 100,000 Shares issuable upon the exercise of stock options granted under the 2006 Non-Employee Directors Stock Ownership Incentive Plan (the “Plan”).

As counsel, we have examined originals, or copies certified to our satisfaction, of the Plan, the Articles of Incorporation and Bylaws of the Company, such agreements, certificates and other statements of government officials and corporate officers and representatives, and other documents as we have deemed relevant and necessary as a basis for our opinion. In such examination we have assumed the genuineness of all documents submitted to us as originals and the conformity with the original document of documents submitted to us as copies. In addition, as to matters of fact only, we have relied, to the extent we deemed such reliance proper, upon certificates and other written statements of public officials and corporate officers of the Company.

Based upon and subject to the foregoing, we are of the opinion that when the Shares are issued, delivered and paid for, in accordance with the terms of the applicable Plan, the Shares will be duly authorized, validly issued, fully paid and nonassessable.

The foregoing assumes that all requisite steps will be taken to comply with the requirements of the Securities Act, the applicable requirements of state laws regulating the offer and sale of securities and the applicable requirements of The NASDAQ Stock Exchange.

The opinion expressed in this letter is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. This opinion is given as of the date first set forth above, and we assume no obligation to update this opinion.

This opinion is based solely on the laws of the Commonwealth of Kentucky and the laws of the United States of America, and we express no opinion as to the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the above-mentioned Registration Statement, including amendments thereto.

Very truly yours,
Frost Brown Todd LLC
By	/s/ Alan K. MacDonald
	Alan K. MacDonald, Member

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Porter Bancorp, Inc. 2006 Non-Employee Directors Stock Ownership Incentive Plan of our report dated March 16, 2007 on the consolidated financial statements of Porter Bancorp, Inc., which report is included in Form 10-K for Porter Bancorp, Inc. for the year ended December 31, 2006.

/s/ Crowe Chizek and Company LLC

Louisville, Kentucky

June 11, 2007