- Amended Annual Report (10-K/A)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2008

Commission File Number 0-20050

PRINCETON NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	36-32110283
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

606 South Main Street
Princeton, Illinois	61356-2080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (815) 875-4444

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

Common Stock		The Nasdaq
		Stock Market
Preferred Share
Purchase Rights

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known season issuer, as defined in Rule 405 of the Securities Act.	Yes	o	No	x

Indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Act.	Yes	o	No	x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes	x	No	o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.		o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o	Smaller reporting company	o
(do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

o

No

x

At March 3, 2009, 3,298,041 shares of Common Stock, $5.00 Par Value, were outstanding, and the aggregate market value of the common stock (based upon the closing representative bid price of the common stock on June 30, 2008 of $27.24, the last business day of the Registrant’s most recently completed second quarter, as reported by NASDAQ) held by nonaffiliates was approximately $89,838,637.

Determination of stock ownership by nonaffiliates was made solely for the purpose of responding to this requirement and the registrant is not bound by this determination for any other purpose.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Explanatory Note

Princeton National Bancorp, Inc., a Delaware corporation (“Princeton”), is filing this Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2008, which was originally filed with the Securities and Exchange Commission on March 16, 2009. There are two purposes for this Amendment No. 1 to Form 10-K.

First, this Amendment No. 1 is to amend and restate Exhibit 99.2 “Report of Independent Registered Public Accounting Firm” of Item 15 of Part IV of Form 10-K. In the Form 10-K originally filed by Princeton, Princeton inadvertently filed the incorrect document as Exhibit 99.2. The Exhibit 99.2 attached to this Form 10-K/A replaces the Exhibit 99.2 previously filed by Princeton on its Form 10-K on March 16, 2009 in its entirety.

Second, this Amendment No. 1 is to amend and restate Exhibit 23.1 “Consent of BKD LLP”. In the Form 10-K originally filed by Princeton, the Consent of BKD LLP contained a typographical error: the date of the audited reports was incorrectly stated as March 17, 2008 and should have been stated as March 9, 2009. The Exhibit 23.1 attached to this Form 10-K/A replaces the Exhibit 23.1 previously filed by Princeton on its Form 10-K on March 16, 2009 in its entirety.

Except as described above, Amendment No. 1 does not amend any other item of the Form 10-K and does not modify or update in any way the disclosures contained in the original filing on Form 10-K. Accordingly, this Amendment No. 1 to Form 10-K should be read in conjunction with the Form 10-K and the Corporation’s subsequent reports field with the SEC.

New certifications of our principal executive officer and principal financial officer are included as exhibits to this amendment.

Item 15. Exhibits and Financial Statement Schedules

(a)(3)

The exhibits filed herewith are listed on the Exhibit Index filed as part of this report on Form 10-K/A.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registration has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PRINCETON NATIONAL BANCORP, INC.

By.	/s/	Tony J. Sorcic
		Tony J. Sorcic, President and Chief Executive Officer
Date:		March 24, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Tony J. Sorcic	President and Chief Executive Officer and Director	March 24, 2009
Tony J. Sorcic	(Principal Executive Officer)

/s/ Todd D. Fanning	Senior Vice-President & Chief Financial Officer	March 24, 2009
Todd D. Fanning	(Principal Accounting and Financial Officer)

/s/ Craig O. Wesner	Chairman of the Board	March 24, 2009
Craig O. Wesner

/s/ Daryl Becker	Director	March 24, 2009
Daryl Becker

s/ Gretta E. Bieber	Director	March 24, 2009
Gretta E. Bieber

/s/ Gary C. Bruce	Director	March 24, 2009
Gary C. Bruce

/s/ Sharon L. Covert	Director	March 24, 2009
Sharon L. Covert

	Director
John R. Ernat

/s/ Donald E. Grubb	Director	March 24, 2009
Donald E. Grubb

	Director
Mark Janko

	Director
Willard Lee

	Director
Ervin I. Pietsch

/s/ Stephen W. Samet	Director	March 24, 2009
Stephen W. Samet

INDEX TO EXHIBITS

Exhibit Number		Exhibit

23.1		Consent of BKD LLP

31.1		Certification of Tony J. Sorcic required by Rule 13a-14(a).

31.2		Certification of Todd D. Fanning required by Rule 13a-14(a).

32.1		Certification of Tony J. Sorcic required by Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

32.2		Certification of Todd D. Fanning required by Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

99.2		Report of Independent Registered Public Accounting Firm