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 30, 2008

Community Trust Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Kentucky	61-0979818
(State or other jurisdiction of	(IRS Employer Identification Number)
incorporation or organization)
346 North Mayo Trail
Pikeville, Kentucky	41501
(Address of principal executive offices)	(Zip code)

 (606) 432-1414

(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 425 under the Securities 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 2.02 – Results of Operations and Financial Condition

On July 16, 2008, Community Trust Bancorp, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2008.  A copy of this press release is being furnished to the Securities and Exchange Commission pursuant to Item 2.02 – Results of Operations and Financial Condition and Item 7.01 – Regulation FD Disclosure of Form 8-K and is attached hereto as Exhibit 99.1.  The information in this Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 – Financial Statements and Exhibits

(d)           Exhibits

The following exhibit is filed with this report:

99.1      Press release, dated July 16, 2008.

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 thereunto duly authorized.

		COMMUNITY TRUST BANCORP, INC.
		By:
Date:	July 16, 2008	/s/ Jean R. Hale
		Jean R. Hale
		Chairman, President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated July 16, 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

July 16, 2008

FOR ADDITIONAL INFORMATION PLEASE CONTACT JEAN R. HALE, CHAIRMAN, PRESIDENT, AND C.E.O., COMMUNITY TRUST BANCORP, INC. AT (606) 437-3294

Pikeville, Kentucky:

COMMUNITY TRUST BANCORP, INC. REPORTS EARNINGS FOR THE SECOND QUARTER 2008.

Earnings Summary
(in thousands except per share data)		2Q 2008			1Q 2008			2Q 2007		6 Months 2008			6 Months 2007
Net income	$	8,620		$	8,545		$	8,858		$	17,165		$	16,880
Earnings per share	$	0.58		$	0.57		$	0.58		$	1.14		$	1.11
Earnings per share (diluted)	$	0.57		$	0.57		$	0.57		$	1.13		$	1.09
Return on average assets		1.19	%		1.18	%		1.18	%		1.19	%		1.13	%
Return on average equity		11.22	%		11.20	%		12.16	%		11.21	%		11.75	%
Efficiency ratio		57.25	%		56.39	%		58.22	%		56.82	%		61.40	%
Dividends declared per share	$	0.29		$	0.29		$	0.27		$	0.58		$	0.54
Book value per share	$	20.43		$	20.48		$	19.17		$	20.43		$	19.17
Weighted average shares		14,989			15,000			15,216			14,995			15,203
Weighted average shares (diluted)		15,152			15,116			15,448			15,145			15,421

Community Trust Bancorp, Inc. (NASDAQ-CTBI) reports earnings for the quarter ended June 30, 2008 of $0.58 per basic share, an increase from the $0.57 earned during the quarter ended March 31, 2008 and flat to the $0.58 per basic share earned during the second quarter of 2007.  Earnings for the quarter increased 0.9% to $8.6 million compared to the $8.5 million earned during the first quarter 2008 and decreased 2.7% compared to the $8.9 million earned during the second quarter 2007.  Earnings for the six months ended June 30, 2008 increased to $17.2 million or $1.14 per basic share from the $16.9 million or $1.11 per basic share earned for the first six months of 2007.

Second Quarter 2008 Highlights

v   CTBI's basic earnings per share for the second quarter 2008 increased 1.8% from prior quarter as the result of a 10.7% increase in noninterest income.  Year-to-date basic earnings per share increased 2.7% from prior year.

v   The total 100 basis point decline in interest rates that occurred beginning on March 18, 2008 has negatively impacted our net interest margin during the second quarter since 37% of our loans reprice within 30 days.  Our net interest margin decreased 12 basis points from prior quarter but increased 2 basis points from prior year second quarter.

v   Net interest income decreased $0.6 million from prior quarter and $0.9 million from prior year second quarter.  The decrease in net interest income from prior year second quarter resulted from a $104 million decline in average earning assets as management continues to manage its net interest margin.  Management has utilized the liquidity from its investment portfolio to fund loans and repay $40 million in Federal Home Loan Bank advances while allowing deposits to decline $98.9 million during the past 12 months as loan demand has been curtailed and other investment opportunities have been limited by current economic conditions.

v   Noninterest income for the quarter increased 10.7% over prior quarter and 7.9% over prior year second quarter with increases in deposit service charges, trust revenue, and the fair value of mortgage servicing rights.  Gains on sales of loans increased from prior year, but decreased from prior quarter.

v   Noninterest expense for the first six months of 2008 has decreased $3.0 million or 6.9% from prior year primarily due to no accrual for the company-wide incentive-based compensation plan and the 2007 charge from unamortized debt issuance costs with the redemption of trust preferred securities.

v   Nonperforming loans increased $1.6 million at June 30, 2008 to $44.2 million compared to $42.6 million at prior quarter-end and $23.9 million for prior year quarter ended June 30, 2007.  CTBI experienced a decline in nonperforming loans in its Eastern and Northeastern Regions while nonperforming loans remained relatively flat in the South Central Region and increased in the Central Kentucky Region.  The increase in the Central Kentucky Region is primarily attributable to two borrowers adversely impacted by the continuing weakness in the housing market and the resulting increase in time required by the legal process for movement from foreclosure to liquidation.

v   Our loan portfolio increased an annualized 3.9% during the quarter with $21.8 million in growth.  Loan growth from prior year second quarter was $58.6 million.

v   Our investment portfolio, which is a source of liquidity to fund loan growth, increased an annualized 6.3% from prior quarter but declined 27.2% from prior year second quarter.  Management has utilized this liquidity in lieu of increased deposit costs (deposits have declined $98.9 million year over year) to support loan growth and for margin management.

v   Our efficiency ratio was 57.25% for the quarter ended June 30, 2008 compared to 56.39% and 58.22% for the quarters ended March 31, 2008 and June 30, 2007, respectively.

v   Return on average assets for the quarter was 1.19% compared to 1.18% for both the first quarter 2008 and the quarter ended June 30, 2007.

v   Return on average equity for the quarter was 11.22% compared to 11.20% for the first quarter 2008 and 12.16% for the quarter ended June 30, 2007.

Net Interest Income

Our quarterly net interest margin decreased 12 basis points from prior quarter; however, the margin increased 2 basis points from prior year second quarter.  Net interest income for the quarter of $25.7 million was a 2.4% decrease from prior quarter and a 3.5% decrease from prior year second quarter.  The yield on average earnings assets decreased 50 basis points from prior quarter and 96 basis points from prior year second quarter in comparison to the 44 basis point and 113 basis point decreases in the cost of interest bearing funds during the same periods.  Average earning assets increased 0.7% from prior quarter but decreased 3.7% from prior year second quarter.

Noninterest Income

Noninterest income for the second quarter 2008 increased 10.7% over prior quarter and 7.9% over prior year second quarter with increases in deposit service charges, trust revenue, and loan related fees.  Gains on sales of loans increased from prior year, but decreased from prior quarter.  The increase in loan related fees resulted from the increase in the fair value of mortgage servicing rights of $0.7 million quarter over quarter and $0.2 million year over year resulting from decreased prepayment speeds and increased interest rates.  Year-to-date noninterest income increased 5.5% over prior year.

Noninterest Expense

Noninterest expense for the quarter increased 2.2% from prior quarter but decreased 2.4% from prior year second quarter.  Year-to-date noninterest expense has decreased 6.9% from prior year primarily due to the 2007 charge from unamortized debt issuance costs with the redemption of trust preferred securities and no accrual for the company-wide incentive-based compensation plan.

Balance Sheet Review

CTBI’s total assets at $2.9 billion declined an annualized 3.6% from prior quarter and 4.1% from the $3.0 billion at June 30, 2007.  Loans outstanding at June 30, 2008 were $2.3 billion reflecting an annualized 3.9% growth during the quarter and a 2.6% growth from June 30, 2007.  CTBI's investment portfolio increased an annualized 6.3% from prior quarter but decreased 27.2% from June 30, 2007 with the majority of the decline consisting of auction rate securities.  Deposits, including repurchase agreements, at $2.4 billion decreased an annualized 5.5% from prior quarter and 3.9% from prior year second quarter as management continued our focus on net interest margin management.

Shareholders’ equity at June 30, 2008 was $306.2 million compared to $306.8 million at March 31, 2008 and $291.7 at June 30, 2007.  CTBI's annualized dividend yield to shareholders as of June 30, 2008 was 4.42%.

Asset Quality

Economic conditions continue to be challenging for both our business and individual customers.  Nonperforming loans increased during the second quarter by $1.6 million.  Nonperforming loans decreased in our Eastern and Northeastern Regions, remained relatively flat in our South Central Region, but increased in our Central Kentucky Region.  Nonperforming loans in this region increased $4.3 million during the second quarter 2008.  The increase in nonperforming loans in the Central Kentucky Region is primarily attributable to two borrowers adversely impacted by the weak real estate market in Central Kentucky which continues to experience the most stress from the current housing crisis.  We are experiencing a cumulative effect in the increase in nonperforming loans as the legal system has increased the time required for movement from foreclosure to sale.  CTBI's total nonperforming loans at June 30, 2008 were $44.2 million compared to $42.6 million at March 31, 2008 and $23.9 million at June 30, 2007, while our 30-89 days past due loans declined 12.4% from $20.0 million to $17.6 million.  All nonperforming commercial loans in excess of $100 thousand are individually reviewed with specific reserves established when appropriate.  We anticipate nonperforming loans to remain higher than recent history as the normal legal collection time period for real estate secured assets has been slowed due to increased volumes in the industry.  Our loan portfolio management processes focus on maintaining appropriate reserves for potential losses.

Foreclosed properties increased during the second quarter 2008 to $9.1 million from the $7.4 million at March 31, 2008 and the $3.9 million at June 30, 2007.  Sales of foreclosed properties during the first six months of 2008 totaled $3.0 million while new foreclosed properties totaled $4.2 million.

Net loan charge-offs for the quarter of $2.2 million, or 0.38% of average loans annualized, was an increase from prior quarter's 0.33% of average loans annualized and the 0.23% for prior year second quarter.  Allocations to loan loss reserve were $2.6 million for the quarter ended June 30, 2008 compared to $2.4 million for the quarter ended March 31, 2008 and $1.8 million for the quarter ended June 30, 2007.  Our loan loss reserve as a percentage of total loans outstanding at June 30, 2008 increased to 1.28% compared to 1.27% at March 31, 2008 and 1.25% at June 30, 2007.  The adequacy of our loan loss reserve is analyzed quarterly and adjusted as necessary.

Forward-Looking Statements

Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. CTBI’s actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intend," "estimate," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," and "could." These forward-looking statements involve risks and uncertainties including, but not limited to, economic conditions, portfolio growth, the credit performance of the portfolios, including bankruptcies, and seasonal factors; changes in general economic conditions including the performance of financial markets, the performance of coal and coal related industries, prevailing inflation and interest rates, realized gains from sales of investments, gains from asset sales, and losses on commercial lending activities; results of various investment activities; the effects of competitors’ pricing policies, of changes in laws and regulations on competition and of demographic changes on target market populations’ savings and financial planning needs; industry changes in information technology systems on which we are highly dependent; failure of acquisitions to produce revenue enhancements or cost savings at levels or within the time frames originally anticipated or unforeseen integration difficulties; the adoption by CTBI of an FFIEC policy that provides guidance on the reporting of delinquent consumer loans and the timing of associated credit charge-offs for financial institution subsidiaries; and the resolution of legal  proceedings and related matters.  In addition, the banking industry in general is subject to various monetary and fiscal policies and regulations, which include those determined by the Federal Reserve Board, the Federal Deposit Insurance Corporation, and state regulators, whose policies and regulations could affect CTBI’s results.  These statements are representative only on the date hereof, and CTBI undertakes no obligation to update any forward-looking statements made.

Community Trust Bancorp, Inc., with assets of $2.9 billion, is headquartered in Pikeville, Kentucky and has 71 banking locations across eastern, northeast, central, and south central Kentucky, six banking locations in southern West Virginia, and five trust offices across Kentucky.

Additional information follows.

Community Trust Bancorp, Inc.
Financial Summary (Unaudited)
June 30, 2008
(in thousands except per share data and # of employees)
	Three			Three			Three			Six			Six
	Months			Months			Months			Months			Months
	Ended			Ended			Ended			Ended			Ended
	June 30, 2008			March 31, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Interest income	$	41,670		$	44,680		$	50,085		$	86,350		$	99,264
Interest expense		15,988			18,372			23,474			34,360			46,763
Net interest income		25,682			26,308			26,611			51,990			52,501
Loan loss provision		2,648			2,369			1,846			5,017			2,316
Gains on sales of loans		494			546			316			1,040			612
Deposit service charges		5,503			5,099			5,330			10,602			10,134
Trust revenue		1,298			1,191			1,180			2,489			2,379
Loan related fees		1,079			299			867			1,378			1,888
Securities gains		-			(50	)		-			(50	)		-
Other noninterest income		1,307			1,658			1,281			2,965			2,459
Total noninterest income		9,681			8,743			8,974			18,424			17,472
Personnel expense		10,600			10,711			11,100			21,311			22,214
Occupancy and equipment		2,822			2,679			2,875			5,501			5,864
Amortization of core deposit intangible		159			158			158			317			317
Other noninterest expense		6,862			6,453			6,805			13,315			15,039
Total noninterest expense		20,443			20,001			20,938			40,444			43,434
Net income before taxes		12,272			12,681			12,801			24,953			24,223
Income taxes		3,652			4,136			3,943			7,788			7,343
Net income	$	8,620		$	8,545		$	8,858		$	17,165		$	16,880
Memo: TEQ interest income	$	42,015		$	45,047		$	50,463		$	87,062		$	100,034
Average shares outstanding		14,989			15,000			15,216			14,995			15,203
Basic earnings per share	$	0.58		$	0.57		$	0.58		$	1.14		$	1.11
Diluted earnings per share	$	0.57		$	0.57		$	0.57		$	1.13		$	1.09
Dividends per share	$	0.29		$	0.29		$	0.27		$	0.58		$	0.54
Average balances:
Loans, net of unearned income	$	2,264,175		$	2,239,608		$	2,199,233		$	2,251,892		$	2,182,465
Earning assets		2,697,670			2,679,069			2,801,966			2,688,369			2,788,376
Total assets		2,915,382			2,900,533			3,020,931			2,907,957			3,007,806
Deposits		2,301,477			2,288,910			2,379,683			2,295,194			2,369,237
Interest bearing liabilities		2,137,503			2,142,185			2,275,637			2,139,844			2,268,097
Shareholders' equity		308,969			306,961			292,096			307,965			289,664
Performance ratios:
Return on average assets		1.19	%		1.18	%		1.18	%		1.19	%		1.13	%
Return on average equity		11.22	%		11.20	%		12.16	%		11.21	%		11.75	%
Yield on average earning assets (tax equivalent)		6.26	%		6.76	%		7.22	%		6.51	%		7.23	%
Cost of interest bearing funds (tax equivalent)		3.01	%		3.45	%		4.14	%		3.23	%		4.16	%
Net interest margin (tax equivalent)		3.88	%		4.00	%		3.86	%		3.94	%		3.85	%
Efficiency ratio (tax equivalent)		57.25	%		56.39	%		58.22	%		56.82	%		61.40	%
Loan charge-offs	$	2,818		$	2,410		$	1,843		$	5,228		$	3,494
Recoveries		(667	)		(586	)		(608	)		(1,253	)		(1,340	)
Net charge-offs	$	2,151		$	1,824		$	1,235		$	3,975		$	2,154
Market Price:
High	$	31.96		$	30.87		$	37.98		$	31.96		$	41.50
Low		26.25			23.38			31.40			23.38			31.40
Close		26.26			29.30			32.30			26.26			32.30

 

Community Trust Bancorp, Inc.

Financial Summary (Unaudited)

June 30, 2008

(in thousands except per share data and # of employees)

	As of			As of			As of
	June 30, 2008			March 31, 2008			June 30, 2007
Assets:
Loans, net of unearned	$	2,273,646		$	2,251,846		$	2,215,057
Loan loss reserve		(29,096	)		(28,599	)		(27,688	)
Net loans		2,244,550			2,223,247			2,187,369
Loans held for sale		1,494			1,310			3,899
Securities AFS		306,869			299,831			425,058
Securities HTM		29,296			31,137			36,689
Other equity investments		28,703			28,064			28,038
Other earning assets		10,994			62,049			69,072
Cash and due from banks		84,169			85,414			78,214
Premises and equipment		52,448			52,823			54,369
Goodwill and core deposit intangible		66,658			66,817			67,293
Other assets		53,163			53,792			50,829
Total Assets	$	2,878,344		$	2,904,484		$	3,000,830
Liabilities and Equity:
NOW accounts	$	17,939		$	18,691		$	16,470
Savings deposits		625,574			650,686			669,598
CD's >=$100,000		434,352			439,430			445,725
Other time deposits		752,581			762,727			796,443
Total interest bearing deposits		1,830,446			1,871,534			1,928,236
Noninterest bearing deposits		447,677			434,033			436,702
Total deposits		2,278,123			2,305,567			2,364,938
Repurchase agreements		142,453			148,739			154,531
Other interest bearing liabilities		120,030			110,710			157,871
Noninterest bearing liabilities		31,587			32,619			31,833
Total liabilities		2,572,193			2,597,635			2,709,173
Shareholders' equity		306,151			306,849			291,657
Total Liabilities and Equity	$	2,878,344		$	2,904,484		$	3,000,830
Ending shares outstanding		14,989			14,979			15,217
Memo: Market value of HTM securities	$	29,157		$	31,384		$	35,314
90 days past due loans	$	15,651		$	14,365		$	7,684
Nonaccrual loans		28,501			28,239			16,159
Restructured loans		-			-			43
Foreclosed properties		9,076			7,425			3,898
Tier 1 leverage ratio		10.52	%		10.49	%		9.71	%
Tier 1 risk based ratio		13.40	%		13.33	%		12.32	%
Total risk based ratio		14.65	%		14.58	%		13.52	%
FTE employees		1,006			996			1,012

Community Trust Bancorp, Inc.

Financial Summary (Unaudited)

June 30, 2008

(in thousands except per share data and # of employees)

Community Trust Bancorp, Inc. reported earnings for the three and six months ending June 30, 2008 and 2007 as follows:
	Three Months Ended						Six Months Ended
	June 30						June 30
	2008			2007			2008			2007
Net income	$	8,620		$	8,858		$	17,165		$	16,880
Basic earnings per share	$	0.58		$	0.58		$	1.14		$	1.11
Diluted earnings per share	$	0.57		$	0.57		$	1.13		$	1.09
Average shares outstanding		14,989			15,216			14,995			15,203
Total assets (end of period)	$	2,878,344		$	3,000,830
Return on average equity		11.22	%		12.16	%		11.21	%		11.75	%
Return on average assets		1.19	%		1.18	%		1.19	%		1.13	%
Provision for loan losses	$	2,648		$	1,846		$	5,017		$	2,316
Gains on sales of loans	$	494		$	316		$	1,040		$	612