**Exhibit 31.2**

 

            I, Raymond L. Carr, certify that:

 

1.         I have reviewed this annual report on Form 10-K for the year endedDecember 31, 2008, of Kentucky Investors, Inc.;

 

2.         Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.         Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this report;

 

4.         The registrant's other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

            (a)        Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared,

 

            (b)        Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with general accepted accounting principles;

 

            (c)        Evaluated the effectiveness of the registrant'sdisclosure controls and procedures and presented in this annual report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation, and

 

            (d)       Disclosed in this report any change in the registrant'sinternal control over financial reporting that occurred during the registrant'smost recent fiscal quarter (the registrant's fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant's internal control over financial reporting;and

 

5.         The registrant's other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalentfunctions):

 

            (a)        All significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record,process, summarize, and report financial information; and

 

            (b)        Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal control over financial reporting.

 

 

| Date: March 12, 2009
By: 
/s/ Raymond L. Carr  
Raymond L. Carr  
Chief Financial Officer - Vice President
  |
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