SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

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

For the Fiscal year ended December 31, 1995  
Commission File Number  0-1999

KENTUCKY INVESTORS, INC.
(Exact name of registrant as specified in Charter)

KENTUCKY                                  61-6030333
(State or Other Jurisdiction          (IRS Employer 
of Incorporation or Organization)           Identification Number)

200 Capital Avenue, Frankfort, Kentucky   40601
(Address of Principal Executive Offices)

Registrant's telephone number, including area code 502 223-2361

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

Title of Each Class
Common $1 Par Value

Name of Each Exchange on Which Registered
NASDAQ

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

Common Capital Stock Par Value $1.00 Per Share
(Title of Class)

Indicate by check mark whether the registrant (l) 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    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) 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.         (X)

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant $5,365,211.25 as of December 31, 1995.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

Class 
Common Capital Stock 

Outstanding at December 31, 1995
811,128
Documents Incorporated by Reference:

(1)  Portions of the Annual Report to the Stockholders for the year ended
December 31, 1995 (Form 10-K, Items 1, 5a, 6, 7 and 8)
(2)  Portions of the Proxy Statement dated April 19, 1996, for the Annual
Meeting of Stockholders to be held May 9,1996 (Form 10-K, Items 10, 11, 12 and
13.)


                                     PART I

Item 1.  Business

(a)  General

       (a)  The business of the Company is the holder of the majority interest
in a life insurance company, and total interest in a printing company and an
insurance marketing company which was formed in 1994.  The home office of the
Company, the insurance subsidiary, the printing subsidiary and the marketing
subsidiary are located at 200 Capital Avenue, Frankfort, Kentucky 40601.  The
telephone number is (502) 223-2361.  Kentucky Investors, Inc., now owns 73% of
Investors Heritage Life Insurance Company, Frankfort, Kentucky ("IHL" or the
"Insurance Subsidiary") and 100% of Investors Heritage Printing, Inc. ("IHP")
and Investors Heritage Financial Services Group, Inc. ("FSG").  IHP and FSG are
collectively hereinafter referred to as the "Non-insurance Subsidiaries".  IHL,
IHP and FSG are collectively hereinafter referred to as the "Subsidiaries".  IHL
owns 96% of Investors Underwriters, Inc., an investment holding company. While
the Company continues to expand the Non-insurance Subsidiaries, less than 1% of
the Company's total operations were generated by the Non-insurance Subsidiaries
for the year ended December 31, 1995. The Non-insurance Subsidiaries' total
assets and stockholder equity comprised less than 1% in the aggregate of the
Company's reported total assets and stockholder equity as of December 31, 1995.

       Due to the fact that IHL was not a direct writer of Credit Insurance
products during 1995, the Company formed FSG, a wholly-owned marketing company
which marketed and will continue to market a variety of products to financial
institutions for a number of other unaffiliated companies as well as IHL. As
anticipated more than 10% of FSG's revenues during 1995 were derived from
Franklin Life Insurance Company, Springfield, Illinois, ("Franklin") from the
sale of Franklin's Credit Insurance products.

IHL  

       The business segments of the Insurance Subsidiary are identified and
discussed on page 45 & 46 of the Annual Report to Stockholders for the year
ended December 31, 1995 and are incorporated herein by reference. A portfolio of
the standard forms of participating, non-participating, whole life, limited pay,
endowments, split-funding, interest-sensitive whole life, guaranteed issue whole
life, universal life, term and group life are offered by IHL.  In addition, IHL
has historically written credit life and credit accident and health insurance
(respectively, "Credit Life" and "Credit A&H", and collectively "Credit
Insurance") on a group basis; and during 1995, IHL began phasing out of the
Credit Insurance market as a direct writer and experienced insignificant
production (less than $500,000) from the Credit Insurance products. 

       Ordinary Life.  Ordinary Life sales are under the direct supervision of
the home office using a regionally supervised agency system.  The method of
field operation involves independent contractual agents working with district
and regional managers.  These managers contract with and train agents who work
under them.  The regional managers may have several district managers under
their supervision.

       IHL also sells business through general agents or brokers who may
represent one or more companies.

       Approximately 37% of total insurance in force is Ordinary life.

       As stated above, the Ordinary Life sales are built around a standard
portfolio of life insurance policies with some of the major contributions to in-
force business being a participating ordinary life insurance policy, a
guaranteed issue whole life policy and non-participating life policies.

       Some of the participating policies provide for payment of guaranteed
annual endowments of fixed amounts beginning at the end of the second policy
year and continuing through the premium paying period.  These policies also have
an annual  guaranteed benefit.  As of December 31, 1995, 12% of the total
ordinary insurance in force was comprised of participating policies and of the
12%, approximately 7% was comprised of participating policies with some
guaranteed benefit.

       Another block of participating policies provides for payment of a
dividend which will purchase additional insurance equal to 5% of the previous
year's total death benefit, including any additional insurance purchased in
prior years.  The dividend is not guaranteed.  As of December 31, 1995, 5% of
the total ordinary insurance in force was comprised of participating policies
with non-guaranteed benefits.

       Non-participating life insurance policies represented 88% of the total
ordinary insurance in force.

       Four different guaranteed issue whole life policies were sold through
1993.  Each has a policy limit of $10,000 face amount, with graded death
benefits during the first two policy years.  Two of the policies are non-
participating with non-guaranteed increases in the death benefit and two of the
policies are participating.

       IHL also issues two non-participating interest-sensitive single premium
whole life policies based on simplified underwriting.  These policies provide
for payment of the full face amount at the death of the insured and for
increasing death benefits on a non-guaranteed basis.

       During 1994, IHL introduced new products designed for the pre-arranged
funeral market. These products are single premium and modal premium non-
participating whole life policies.  Single premium policies are sold on a
guaranteed issue basis and modal premium policies are fully underwritten.  Both
single and modal premium policies provide for non-guaranteed increasing death
benefits and have a maximum face amount of $25,000.  IHL also introduced a new
mortgage protection product which is being marketed by Financial Services Group.

       Although it was  anticipated that during 1995 IHL would introduce group
products designed for the pre-arranged funeral market, those products  are still
in the design phase and were not introduced.

       Credit Insurance.  Credit Insurance is generally sold through banks,
finance companies and automobile dealerships and is offered in connection with
the extension of credit by financial institutions.  The amount of the insurance
is designed to cover the amount of the loan with the financial institution being
the beneficiary of the insurance policy to the extent of the unpaid balance of
the loan.  Credit Insurance production is dependent on consumer debt.  In times
of low unemployment, reasonable interest rates and a steadily improving economy,
consumer debt increases; therefore, Credit Insurance sales increase.  When the
economy slows, consumer debt slows and therefore Credit Insurance sales
decrease.

       During the fourth quarter of 1994, IHL began exiting this market as a
direct writer and premium production from Credit Insurance during 1995 was less
than $500,000, as anticipated.  IHL continued to provide the administration of
the Credit Insurance operations. FSG entered into a marketing agreement with
Franklin to market Franklin's Credit Insurance products during 1995.

       During the fourth quarter of 1995, IHL and FSG were advised that Franklin
Life was exiting the Commonwealth of Kentucky as a direct writer of Credit
Insurance products. FSG immediately began negotiating with a number of
unaffiliated insurance companies to market Credit Insurance products for them. 
Simultaneously, FSG initiated discussions with unaffiliated companies regarding
a transaction where the Credit Insurance business would be written by IHL and
all of the risk insured would be immediately reinsured to the unaffiliated
company.  A reinsurance transaction was viewed favorably because IHL would be
able to generate an alternative source of income through fees from
administration and claims processing of Credit Insurance.  In addition, FSG
would be able to generate revenues in the form of commissions from the sale of
IHL's Credit Insurance products.  

       In December, 1995, IHL entered into a reinsurance agreement with The
Connecticut General Life Insurance Company, Bloomfield, Connecticut
("Connecticut General") under the terms of which IHL will cede to Connecticut
General 100% of the risk on all Credit Insurance policies sold by IHL. In
addition to receiving a retention fee, IHL will also receive a fee for
administration and claims processing services.   Other than adding one to three
employees, no additional amounts are anticipated to be required to be expended
in order to put IHL's administrative capabilities to use.  Employees will be
added only when warranted.  

        It was and continues to be management's belief that the number of Credit
Insurance providers in the Commonwealth of Kentucky is contracting as a result
of two Kentucky domestic insurers exiting the Credit Insurance market. 
Management believed there would be opportunities to  administer Credit Insurance
business in Kentucky for  non-domestic insurers that are expected to replace
exiting insurers.  This belief has come to fruition in an alternate way through
the reinsurance agreement with Connecticut General.  IHL will continue to seek
contracts to operate as an administrator for other companies which sell Credit
Insurance.

       FSG will call on banks, finance companies and  selected automobile
dealerships to market the Credit Insurance products for IHL.  It is anticipated
that more than 10% of FSG's revenues for 1996 will be derived from the sale of
IHL's Credit Insurance products. IHL anticipates 1996 Credit Insurance gross
written premiums to exceed $10 million; however, as described above, that
business will be ceded to Connecticut General.  Approximately 9% of the total
life insurance in force is Credit Insurance, all of which was written directly
by IHL. 

       In addition to selling Credit Insurance, some IHL bank agents obtain an
ordinary life license  enabling them to sell mortgage insurance that might be
required in excess of the statutory credit life limitation enacted by each state
where our Credit Insurance products are sold.  The mortgage insurance sales
operations will continue to be conducted through FSG.    

       Group Life.  Group life accounts for the remaining 54% of in-force
business.

       Since 1990, IHL has participated in the Federal Employee Group Life
Insurance (FEGLI) Program, which is administered by Metropolitan Life Insurance
Company.  As a result of the termination of the Commonwealth of Kentucky group
life contract, on November 30, 1992, IHL's participation in the FEGLI Program
was substantially decreased during 1993 and 1994.  The reduction from 1992 to
1993 was $195,690,000  to $721,775,000 and from 1993 to 1994 the reduction was
$53,011,000 to $668,764,000.  From 1994 to 1995 the reduction was $34,106,000 to
$634,658,000.

       Principal Markets.  The principal markets for IHL's products are in the
Commonwealths of Kentucky and Virginia, and the States of North Carolina, South
Carolina, Ohio, Indiana, Florida, Tennessee, Illinois, Kansas, West Virginia and
Texas.  IHL has licensed ordinary agents and regional managers throughout these
states and credit life agents in over 75 banks and automobile dealerships.   

       IHL is also licensed in sixteen other states:  Georgia, Alabama,
Arkansas, Mississippi, and Louisiana in the South and Southeast; Colorado,
Missouri, New Mexico, North Dakota, South Dakota, Oklahoma, Montana, Nebraska,
Arizona and Utah in the West; and Michigan in the North.  The business in these
states is written mostly through general agents.

       Risk.  IHL in many cases requires evidence of insurability before issuing
individual life policies including, in some cases, a medical examination or a
statement by an attending physician.  Home office underwriters review the
evidence of insurability required and approve the issuance of the policy in
accordance with the application if the risk is acceptable.  Some applicants who
are substandard risks are rejected, but many are offered policies with higher
premiums, restricted coverages or reduced benefits during the first two policy
years.  The majority of the single premium business is written through the
prearranged funeral market without evidence of insurability, relying on
safeguards such as product design, limits on the amount of coverage, and
premiums which recognize the resultant higher level of claims.

       Risk is integral to insurance but, as is customary in the insurance
business, IHL obtains reinsurance with respect to amounts in excess of its
retention limits.  The maximum limit of retention by IHL on its standard
contract for any one life was $100,000 plus the amount of the return of premium
benefits, if any.  The maximum is reduced for sub-standard classes of risk.  The
maximum retention on Credit Life is also $100,000 per life.  Excess coverages
are reinsured externally.  As of December 31, 1995, approximately $180,265,000,
or 8% of total life insurance in force was reinsured with non-affiliated well
established insurance companies.  IHL would become liable for the reinsured
risks if the reinsurers could not meet their obligations.

       IHL is party to a number of reinsurance and coinsurance agreements with
non-affiliated companies.   Approximately $180,265,000 of insurance in force for
IHL was reinsured with seventeen companies. The reinsurers for IHL and amounts
of insurance in force that are reinsured are as follows: 


Company                      Reinsurance Amount  Percent of Total
Crown Life Insurance Co.         $53,359,000        29.6%
The Lincoln National Life Ins. Co.75,440,000        41.9%
J.M. Limited                      17,703,000         9.8%
LNB Life Insurance Co.             4,948,000         2.8%
AEtna Life Insurance Co.           2,252,000         1.2%
Indiana-Kentucky Ins. Co. Ltd.     3,552,000         2.0%
Riverside Reinsurance Ltd.         4,807,000         2.7%
Pirtle Ltd.                        2,860,000         1.6%
Lancaster Life Insurance Co.       4,012,000         2.2%
Business Men's Assurance Co.       4,139,000         2.3%
North American Reinsurance Co.     2,625,000         1.5%
Groves Reinsurance Ltd.            1,811,000         1.0%
Munich American Reinsurance Co.    1,865,000         1.0%
Other Companies (4)                  856,000          .4%
TOTAL                           $180,265,000       100.0%


AEtna and Crown Life reinsured Credit Life and Credit A&H policies sold between
July 1, 1988 and June 30, 1992.  These reinsurance agreements were terminated
with respect to new issues by IHL during 1991 and 1992, respectively.  Neither
reinsurer accepted the risk on any new policies issued after the termination
date of each agreement.  However, both AEtna and Crown Life continue to provide
reinsurance on all Credit Insurance policies sold prior to March 16, 1991
(AEtna) and June 30, 1992 (Crown Life).  During 1996, IHL will reinsure all of
the risk on the Credit Insurance policies sold by its agents to Connecticut
General.

       IHL has not experienced a reinsurer default under any of the reinsurance
agreements to which IHL is a party.  Further, IHL has no knowledge of and does
not anticipate any material default in any existing reinsurance obligation.

       Regulation of Insurance.  The business of IHL is subject to regulation
and supervision by the insurance regulatory authority of each state in which IHL
is licensed to do business.  Such regulators grant licenses to transact
business; regulate trade practices; approve policy forms; license agents;
approve certain premium rates; establish minimum reserve and loss ratio
requirements; review form and content of required financial statements;
prescribe types and amounts of investments permitted; and assure that capital,
surplus and solvency requirements are met.  Insurance companies can also be
required under the solvency or guaranty laws of most states in which they do
business to pay assessments up to prescribed limits to fund policyholder losses
or liabilities of insolvent insurance companies.  They are also required to file
detailed annual reports with supervisory agencies, and records of their business
are subject to examination at any time.  Under the rules of the National
Association of Insurance Commissioners (the "NAIC"), a self-regulatory
organization of state insurance commissioners, insurance companies are examined
periodically by one or more of the regulatory authorities.

       Domiciled in the Commonwealth of Kentucky, IHL is licensed by the
Kentucky Department of Insurance and is subject to its examination and
regulations.  The quadrennial audit was completed during 1990 for the four years
ending December 31, 1989.  IHL received an excellent report.  IHL received its
most recent quadrennial examination during 1995. IHL anticipates conclusion on
or before the end of the second quarter of 1996.  The examination will cover the
five year period ending December 31, 1994.  Kentucky law now requires an
examination every three years; therefore it is anticipated that IHL's next
examination will commence during 1998 for the three years ending December 31,
1997.

       In December of 1992, the NAIC adopted a "Risk Based Capital for Life
and/or Health Insurers Model Act" (the "Model Act") which was designed to
identify inadequately capitalized life and health insurers.  The Model Act
defines two key measures:  (i)  adjusted capital, which equals an insurer's
statutory capital and surplus plus its asset valuation reserve, plus one-half
its liability for policyholder dividends ("Adjusted Capital") and (ii)
authorized control level risk based capital  ("RBC").  RBC is determined by a
complex formula which is intended to take into account the various risks assumed
by an insurer.  Should an insurer's Adjusted Capital fall below certain
prescribed levels (defined in terms of its RBC), the Model Act provides for the
following four different levels of regulatory attention:

       "Company Action Level:"  This level of review is triggered if an
insurer's Adjusted Capital is less than 200 percent of its RBC. The insurer is
required to submit a plan to the appropriate regulatory authority that discusses
proposed corrective action.  IHL's Adjusted Capital is more than 3.2 times the
required amount.

       "Regulatory Action Level":  This level of review is triggered if an
insurer's Adjusted Capital is less than 150% of its RBC. The regulatory
authority formally requires the insurer to submit an RBC plan, and performs a
special examination of the insurer and issues an order specifying corrective
actions.  IHL's Adjusted Capital is more than 4.2 times the required amount.

       "Authorized Control Level":  This level of review is triggered if an
insurer's Adjusted Capital is less than 100% of its RBC.  The regulatory
authority is authorized to take whatever action it deems necessary.  IHL's
Adjusted Capital is more than 6.4 times the required amount.

       "Mandatory Control Level":  This level of review is triggered if an
insurer's Adjusted Capital falls below 70% of its RBC.  The regulatory authority
is required to place the insurer under its control.  IHL's Adjusted Capital is
more than 9.1 times the amount required.

       Since the Adjusted Capital levels of IHL currently exceed all of the
regulatory action levels as defined by the NAIC's Model Act, the Model Act
currently has no impact on the Company's operations or financial condition.

       Competition.  The life insurance business is highly competitive.  With
the introduction of universal life and other interest sensitive products in
recent years, competition with other financial institutions has increased.  The
industry includes both stock and mutual companies, including some of the largest
financial institutions in the United States.  While the business is responsive
to the current economic environment, changes are not quite so volatile, and
there are indications that, except for Credit Life, the life insurance market is
stable, even in times of stress for other companies.

       IHL differentiates itself through its marketing techniques, product
features, customer service and reputation.  IHL maintains its competitive
position by its focus on areas which have historically proven profitable.  Those
areas include single premium pre-need products, modal premium final expense
products, traditional whole life products, mortgage protection products and
level term products.  IHL's competitive position is maintained by its ability to
provide quality customer service throughout the distribution system.  Other
competitive strengths include IHL's asset/liability management system, a quality
investment portfolio which provides liquidity and IHL's non-leveraged financial
position. 

       The business of IHL is not seasonal.

       Dividend income from the Insurance Subsidiary for 1995 amounted to
approximately $503,988.Other Subsidiaries.  IHP does job printing for IHL as
well as numerous unaffiliated sources.  This includes the printing of the
application forms and other office forms required by IHL.

       While the income from IHP is not a significant factor in the Company's
overall business, a number of significant changes were made during 1994 and the
Company experienced continued growth and improved profitability for IHP during
1995.  However, revenues from IHP  continue to be less than one percent of the
Company's total revenue for 1995.

       As anticipated the formation and operation of FSG generated additional
revenue to the Company.  Although  this additional revenue is not a significant
factor in the Company's overall business, FSG experienced growth in its first
year of operations with revenues of $171,000.  Even considering this growth,
revenues from FSG will continue to account for less than one percent of the
Company's total revenue for 1996.

       Additionally, the Company earns fees for other services performed for
the 
Insurance Subsidiary.  The fees are paid by the Insurance Subsidiary for the
necessary supervision and coordination required to provide a common policy for
all the companies.  The supervision results in a coordination of contracts with
the various independent agents, common sales brochures, and a savings to each
company in the area of printing and purchasing.  The Company purchases blanket
fidelity bonds to include employees of all subsidiary companies at a savings
when compared to purchase by individual companies.  The group life,
hospitalization, and the retirement programs for the various companies are also
administered by the Company.  These fees are not significant to the Company's
total revenue.  The Company also has revenue from other investments, but it is
not a significant factor in its business.

(b) Material Changes and Developments

       With the exception of the formation of FSG, there were no material
changes in the Company's holdings during the year 1995.  While changes in the
life insurance business are not as dramatic as in other forms of business, new
product development and innovative sales methods must be ongoing to meet the
current economic times.  IHL, however, believes that growth from increased sales
is directly related to the constant attention paid to revising and selling the
products developed by IHL.  

       Ordinary Production. IHL is working diligently to increase ordinary
product sales.  The largest increase in this area has been the final expense and
prearranged funeral sales.  Final expense sales include the sale of lower face
amount ordinary life insurance products, the purpose of which is to pay the
insured's final expenses. Prearranged funeral sales includes the sale of modal
premium and single premium ordinary life policies which are sold to fund a
specific prearranged funeral contract.

       IHL expanded its marketing capability for this market through the 1993
acquisition of marketing assets and agents from Legacy One, Inc., a former
independent marketing agent for IHL.  As a result, IHL steadily increased sales
during 1993 and 1994.  The actual increase in 1994 over 1993 in overall ordinary
premium production was approximately 21%, significantly higher than the 10-12%
increase anticipated by management.  IHL is continuing to increase its marketing
operations and to expand into new states, including but not limited to,
Tennessee, Indiana, Illinois, Kansas and South Carolina. With the introduction
of several new products and expansion into new states, IHL experienced continued
growth in premium production of 11 percent in the prearranged funeral market
during 1995, as anticipated, and anticipates growth in premium production in
this market of 10-12 percent during 1996.

       Credit Insurance.  From 1988 to 1991, IHL substantially increased sales
of Credit Insurance to $37 million and reinsured substantial portions of the
Credit Life and Credit A&H business with AEtna and Crown Life.  However, during
1992 IHL decreased Credit Insurance production to the pre-1988 annual premium
levels of $8-10 million.  As a result of the anticipated decrease in production,
the reinsurance agreement with Crown Life was terminated effective for policies
written after June 30, 1992, as set forth above.  See "Business-Risk".  Desired
levels of Credit Insurance production were reached in 1993 and 1994.

       Throughout 1994, IHL continued to closely monitor Credit Life and Credit
A&H claims and make adjustments in the claims administration process.  Claim
ratios on Credit A&H  have stabilized.  IHL will continue to closely monitor the
claims paying process to make certain that proper payments are being made in
accordance with the policy.

       IHL's Credit Insurance operation continued to be strong throughout 1994
in financial institutions and with a selected number of automobile dealers
participating in either a reinsurance program or IHL's commission structure. 
However, during 1994 IHL decided to exit the Credit Insurance market as a direct
writer during 1995.  The driving factor behind this decision was the desire of
IHL's Board of Directors and management to improve and strengthen IHL's surplus
and profitability.  Historically, the Credit A&H line has not been a profitable
segment of the Company's business; however, when balanced with the Credit Life
line, acceptable profit margins were achieved.  Since 1991, the profitability of
the lines diminished due to increased losses on the Credit A&H line and
shrinking profit margins on the Credit Life line.  Therefore, since other lines
of business have been and continue to show strong growth and profits, and the
continued sale of Credit A&H inhibits growth of the Company's surplus and the
full realization of profits from other lines of business, management and the
Board of Directors determined that it was in the best interest of the Company
and its stockholders to discontinue as a direct writer of Credit Life and Credit
A&H.

       Realizing the significant contribution of our financial marketing group,
which was successful in increasing IHL's Credit Insurance production to record
levels during the late 1980's and early 1990's, and realizing the significant
relationship our employees have developed with the financial institutions in the
Commonwealth of Kentucky, the Company formed FSG. During 1995 FSG was
responsible for marketing a myriad of products for unaffiliated companies to 
financial institutions including Credit Life and Credit A&H (Franklin),
Individual Disability (Illinois Mutual Life and Casualty Company), Involuntary
Unemployment Insurance (Vesta Fire Insurance Corp.), and GAP, which covers the
excess of the loan amount over the value of the collateral if the collateral is
a total loss (General Electric Capital Assurance Company).  IHL was not  a
direct writer of any of these products during 1995.  FSG also  marketed IHL's
mortgage protection products, and IHL experienced growth of approximately 3-5
percent in this segment of its business due to the marketing efforts of FSG, as
anticipated.  IHL's management anticipates steady growth in this segment during
1996 due to FSG's efforts. 

       During the fourth quarter of 1995, FSG and IHL were advised that
Franklin 
was exiting the Commonwealth of Kentucky as a direct writer of Credit Insurance
products.  FSG immediately began negotiating with a number of unaffiliated
insurance companies to market Credit insurance products for them.  In addition,
FSG initiated discussions with unaffiliated companies whereby the Credit
Insurance policies would be written by IHL and all of the risk would be
immediately reinsured to the unaffiliated company.  

       Under a reinsurance arrangement, IHL would generate alternative revenues
from retention fees and fees for administration and claims processing. 
Additionally, FSG would continue to generate revenues in the form of
commissions.  Therefore, in December 1995 IHL entered into a reinsurance
agreement with Connecticut General under the terms of which all of the risk on
all Credit Insurance policies sold by IHL would be reinsured with Connecticut
General. 

       The decision to reenter the Credit Insurance market as a direct writer
required careful consideration of the decision to exit the market during 1995. 
The driving factors behind the decision to reenter were the ability to structure
the reinsurance transaction with a highly rated insurance company, the ability
to protect, improve and strengthen IHL's surplus and profitability, the ability
to utilize our Credit Insurance administration and claims processing
capabilities and the ability to generate alternative sources of revenue for
IHL. 
The structure of the reinsurance agreement with Connecticut General accomplishes
each of these goals and FSG has been successful in retaining the majority of the
Credit Insurance agency accounts and has successfully recruited another
unaffiliated agency which is anticipated to more than double overall gross
written Credit Insurance premiums and will therefore further enhance FSG's
revenues.

       Employees.  The Company does not have any employees.  The Company's
officers perform various functions described in item 9(a) above; however, they
are not paid a salary by the Company for performing such functions.  The number
of persons employed by IHL is 113.  The number of active independent contractual
agents of IHL is 2,344.  Management of IHL considers its relationship with the
employees and agents to be satisfactory.

Item 2.  Properties
       The Company owns no real estate, but the Company and the printing company
rent office space from IHL.  The total rental fee is $883 per month.  The
printing equipment and machines in the print shop, owned by the printing
subsidiary have a net book value of $57,254.

Item 3.  Legal Proceedings
       There are no legal proceedings to which the Registrant is a party.

Item 4.  Submission of Matters to a Vote of Security Holders
       None.

                                     PART II
Item 5.  Market for the Registrant's Common Stock and Related Security Matters
       (a)  The information relative to the market value of the Company's stock
appears on the inside back cover in the Annual Report to the Stockholders for
the year ended December 31, 1995, and is incorporated herein by reference.

       (b)  Approximate Number of Equity Security Holders
                (A)               (B)
                              Number of Holders
             Title of Class   of Record 12-31-95

              Common Stock                  2,593
 
       (c)  Dividends

         Kentucky Investors, Inc., paid dividends totaling $440,800 to
stockholders in 1995 representing a $.38 per share.  The 1996 cash dividend to
be paid April 12, 1996, to stockholders of record March 29, 1996 is $.38 per
share.

Item 6.  Selected Financial Data
       Selected financial data for the past five years appears on page 28 in the
Annual Report to the Stockholders for the year ended December 31, 1995, and is
incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

       Management's Discussion and Analysis of financial condition and results
of operations appears on pages 9-21 in the Annual Report to the Stockholders for
the year ended December 31, 1995, and is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data
       The financial statements and notes appear on page 24-27 and 34-46 in the
Annual Report to Stockholders for the year ended December 31, 1995 and are
incorporated herein by reference.  See Part IV,  Item 14. 

Item 9.  Disagreements on Accounting and Financial Disclosure
       None.

                                    PART III
Item 10. Directors and Executive Officers of the Registrant

       (a)     The Executive officers and directors of the Company are:

Name, Position & Year         Family                 
Became Officer/Director       Age Relationship                 
                         
Harry Lee Waterfield II       52
Chairman of the Board,
President/1963

Jimmy R. McIver               44
Treasurer/1988

Nancy W. Walton               56           Sister of             
First Vice                                 Harry Lee
President/ 1988                            Waterfield II

Robert M. Hardy, Jr.          38           Nephew of
Director, General                          Harry Lee
Counsel/ 1988                              Waterfield II

Howard L. Graham              61
Vice President
Corporate Services
1989

Wilma Yeary                  64
Secretary/ 1989

Jane S. Jackson              41
Asst. Secretary
1989

Helen S. Wagner              59
Director/ 1986

Gordon Duke                  50
Director/ 1991

H. Glenn Doran               70
Director/ 1963

Jerry F. Howell              82
Director/ 1963

Jerry F. Howell, Jr.         54           Son of Jerry
Director/ 1983                            F. Howell                 

David W. Reed                42
Director/ 1982

Warner Hines                 68
Director/ 1963


       (b)    Each of the Directors has occupied the position indicated for a
period of more than five years except Mr. Duke who was elected to the Board in
May, 1991 to fill the unexpired term of Mr. Ralph Mills who retired due to
health reasons.  Information regarding the business experience of the Directors
who are not officers of the Company is shown on pages 3 and 4 of the Proxy 
Statement of the Annual Meeting of Shareholders to be held on May 9, 1996, and
is incorporated herein by reference.

       There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material  to the evaluation of the
ability and integrity of any Director or Executive Officer during the past five
years.

       Officers are appointed annually by the Board of Directors at the Board
meeting immediately following the Annual Meeting of Shareholders.  There are no
arrangements or any understandings between any officer and any other person
pursuant to which the office was selected.

Item 11.  Executive Compensation and Transactions
       Information regarding compensation of executive officers and transactions
with executive officers and directors is not restated in this Annual Report
because the response to this item is shown on page 5 of the Proxy Statement for
the Annual Meeting of Shareholders to be held May 9, 1996 and is incorporated
herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management
       Security ownership by Officers Directors, and management, is not restated
in this Form 10-K because the response to this item is shown on pages 2, 3 & 4
of the Proxy Statement for the Annual Meeting of Stockholders to be held May 9,
1996, and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions
       Certain relationships and related transactions are shown on the last page
of the Proxy Statement for the Annual Meeting of Stockholders to be held May 9,
1996, under the heading "Certain Relationships and Related Transactions"  and
are incorporated herein by reference.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

       (a)1.  Financial Statements incorporated herein by reference in Item 8 to
the Company's Annual Report to Stockholders for the year ended December 31, 1995
(pages 24-27 and 34-46) filed as Exhibit 1:
       Consolidated Balance Sheets -- December 31, 1995 and 1994
       For the years ended December 31, 1995, 1994 and 1993:
          Consolidated Statements of Income
          Consolidated Statements of Stockholders' Equity
          Consolidated Statements of Cash Flow
          Notes to Consolidated Financial Statements
       (a)2.  Financial Statement Schedule
       Schedule II -- Condensed Financial Information of Registrant
          The financial statements and schedules of Investors Heritage Life
Insurance Company, as incorporated by reference in its Annual Report on Form 10-
K filed with the Securities & Exchange Commission for the year ended December
31, 1995, are incorporated herein by reference.
       All other schedules have been omitted as not applicable, not required, or
the required information has been included in the financial statements, notes
thereto, or are incorporated herein by reference to the Annual Report on Form
10-K of Investors Heritage Life Insurance Company for the year ended December
31, 1995.
       (a)3.  Listing of Exhibits
       Exhibit 1 - Annual Report to the Stockholders for the year ended December
31, 1995.
       Exhibit 3.1-- Articles of Incorporation of the Company, as amended.
       Exhibit 3.2--  By-Laws of the Company, as amended.  (Incorporated by
reference as Exhibit 3.2 of the Company's Annual Report on Form 10-K/A-1 for the
year ended Decmeber 31, 1994.)
       Exhibit 11--  Statements re Computation of Per Share Earnings.**
       Exhibit 23 - Consent of Independent Auditors.
       The material included in this Report shall not be deemed to be "filed"
with the Commission or otherwise subject to the liabilities of Section 18 of the
Act, except to the extent that this registrant specifically incorporates it in
its Annual Report on this Form 10-K by reference.
       Exhibit 11 is not restated in this Form 10-K because the information
required is contained in Note A to the Consolidated Financial Statements,
"Common Stock and Earnings per Share", on page 37 of the Annual Report to the
Stockholders for the year ended December 31, 1995, and is incorporated herein by
reference.
       (b)  Reports on Form 8-K
         No filing of Form 8-K was made in the fourth quarter, 1995.
       (c)  See Item 14(a)(3) above.
       (d)    Financial Statement Schedules - The response to this portion of
Item 14 is submitted as a separate section of this report.


                                   SIGNATURES
       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized.

                      KENTUCKY INVESTORS, INC.

March 14, 1996       BY:  /s/  
   DATE                  Harry Lee Waterfield II
                        ITS: Chairman of the Board and President


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

                                            DATE

/s/
Chairman of the Board
Harry Lee Waterfield II
and President                             3-14-96

/s/
Robert M. Hardy, Jr.
General Counsel                           3-14-96

/s/
Jimmy R. McIver
Treasurer                                 3-14-96

/s/
Howard L. Graham
Vice President
Corporate Services                        3-14-96

/s/
Jerry F. Howell
Director                                  3-14-96

/s/
Gordon Duke
Director                                  3-14-96

/s/
Warner Hines
Director                                  3-14-96

/s/
Helen S. Wagner
Director                                  3-14-96

/s/
H. Glenn Doran
Director                                  3-14-96


/s/
David W. Reed
Director                                  3-14-96

/s/
Jerry F. Howell, Jr.
Director                                  3-14-96



                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Kentucky Investors, Inc.

       We have audited the consolidated financial statements of Kentucky
Investors, Inc. and subsidiaries listed in the accompanying Index to financial
statements (Item 14(a)).  Our audits also included the financial statement
schedule listed in the Index at Item 14(a).  These financial statements and
schedule are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.

       We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

       In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Kentucky Investors, Inc. and subsidiaries at December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.  Also, in our opinion, the financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

       As discussed in Note A to the consolidated financial statements, the
Company changed its method of accounting for certain investments in debt
securities in 1994.  Also, as discussed in Note A to the consolidated financial
statement, the Company changed its method of accounting for income taxes in
1993.


                         /s/
                         Ernst & Young LLP

Louisville, Kentucky
March 15, 1996

                                   EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS

       We consent to the incorporation by reference in the Registration
Statement (Form S-8 NO. 33-46722-01) pertaining to the Kentucky Investors, Inc.
and Affiliated Companies 401(k) Savings Plan and Trust Agreement and in the
related prospectus of our report dated March 15, 1996, with respect to the
consolidated financial statements and schedule of Kentucky Investors, Inc.
included in the Annual Report (Form 10-K) for the year ended December 31, 1995.


                         /s/
                         Ernst & Young LLP

Louisville, Kentucky
March 25, 1996


           SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                            KENTUCKY INVESTORS, INC.
                             CONDENSED BALANCE SHEET
                FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, 1993

                       1995           1994         1993
                       ----           ----         ----
Assets
  Cash and Cash 
    Equivalents    $    40,394   $    26,921   $    25,607
  Investment in
    Subsidiary      26,679,315    20,464,463    22,414,555
  Other Assets         136,391       119,570        73,496
                   -----------   -----------   -----------
                   $26,856,100   $20,610,954   $22,513,658
                   ===========   ===========   ===========

Liabilities:
  Notes Payable
    to Subsidiary  $   747,754   $   835,667   $   877,267
  Other 
    Liabilities         52,985        15,829        14,704
  Deferred Taxes     1,413,821     1,402,043     1,315,461

  Stockholders'
    Equity
  Common Stock         811,128       779,895       771,786
  Paid in Capital    3,374,704     3,357,178     3,284,091
  Unrealized
    Appreciation
    (depreciation)
    of available-
    for-sale
    securities of
    Subsidiary       2,916,509   (2,756,991)       494,933
  Retained
    Earnings        17,539,199    16,977,333    15,755,416
                   -----------   -----------   -----------
Total Stock-
  holders'
  Equity           $24,641,540   $18,357,415   $20,306,226
                   -----------   -----------   -----------

                   $26,856,100   $20,610,954   $22,513,658
                   ===========   ===========   ===========


           SCHEDULE II - CONDENSED FINANCIAL INFORMATION FO REGISTRANT
                                   (CONTINUED)
                            KENTUCKY INVESTORS, INC.
                           CONDENSED INCOME STATEMENT
                FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, 1993


                       1995          1994          1993
                       ----          ----          ----

Income
  From printing
    services to:
    Affiliated
     companies      $  399,240   $   362,148    $  279,111
    Others              79,604        88,943       106,507

  Realized Gain/Loss
    on Investments       (596)
  Other services
    to subsidiary       64,389        39,564        38,674
  Dividends from
    subsidiary         505,635       492,328       478,282
  Interest and 
    other income       148,961        13,182         1,821
                   -----------   -----------   -----------
                 $   1,197,233   $   996,165   $   904,395
Operating 
  Expenses             627,152       458,014       469,356
                   -----------   -----------   -----------

  Operating
    income before
    equity in
    undistributed
    earnings of
    subsidiary     $   570,081   $   538,151   $   435,039

  Equity in
    undistributed
    earnings of
    subsidiary for
    the year            44,851     1,092,548     1,101,775
                   -----------   -----------   -----------

  Income before
    provision for
    income taxes   $   614,932   $ 1,630,699  $  1,536,814
                  ------------   -----------  ------------

  Provision for
    Income Taxes
    Current        $    48,000   $    21,000  $     11,000
    Deferred            12,000        87,000        83,000
                   -----------   -----------  ------------
                   $    60,000   $   108,000  $     94,000
                   -----------   -----------  ------------

Income before
  cumulative
  effect of
  accounting
  change           $   554,932   $ 1,522,699   $ 1,442,814
Cumulative
  effect of
  accounting
  change           $       -0-   $       -0-   $ (250,000)       
                   -----------   -----------   -----------
Net Income         $   554,932   $ 1,522,699   $ 1,192,814 
                   ===========   ===========   ===========

Earnings Per 
  Share            $       .71    $     1.97   $       1.55
                   ===========    ==========  ============



           SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                   (CONTINUED)

                            KENTUCKY INVESTORS, INC.
                        CONDENSED STATEMENT OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                       1995          1994          1993
                       ----          ----          ----

NET CASH
  PROVIDED
  BY OPERATING
  ACTIVITIES        $  542,186    $  472,114    $  445,929
                    ----------    ----------    ----------

FINANCING
  ACTIVITIES
  Decrease in
    Notes
    Payable         $( 87,913)    $( 41,600)    $( 35,973)

  Dividends          (440,800)     (429,200)     (417,600)
                    ----------    ----------    ----------

CASH USED BY
  FINANCING
  ACTIVITIES        $(528,713)    $(470,800)    $(453,573)
                    ----------    ----------    ----------

INCREASE
  (DECREASE)
  IN CASH           $   13,473    $    1,314    $(  7,644)

Cash and Cash
  Equivalents
  at beginning
  of year               26,921        25,607        33,251
                    ----------    ----------    ----------

CASH AND CASH
  EQUIVALENTS
  AT END OF
  YEAR              $   40,394    $   26,921   $    25,607
                    ==========    ==========   ===========


                                   EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                            KENTUCKY INVESTORS, INC.


KNOW ALL MEN BY THESE PRESENTS:

          That I, Harry Lee Waterfield, a citizen and resident of Clinton,
Hickman County, Kentucky, do, under and pursuant to the laws of the Commonwealth
of Kentucky, in order to form a corporation for the purposes hereinafter set
out, hereby certify as follows:

                                   ARTICLE I.
          The name of the corporation shall be:

                            KENTUCKY INVESTORS, INC.

                                   ARTICLE II.
          The purposes for which the corporation is formed, the nature of the
business and the objects and purposes to be transacted, promoted and carried on
are:

          (a)  To engage in the ownership, management and operation of insurance
companies through majority owned subsidiary companies only, but not to engage in
the transaction of the business of insurance nor, in any manner, to transact the
business of insurance as an insurer.

          In the conduct and operation of companies hereinabove described, the
corporation is authorized to purchase, own and hold securities of insurance
companies as majority owned subsidiary companies and, particularly, to purchase,
own and hold the voting stock of newly organized insurance companies in
accordance with applicable state and federal laws.

          (b)  As an incidental and secondary purpose, to engage in the real
estate business, either directly or through subsidiary companies, and to
purchase, acquire, hold, improve, sell, convey, assign, release, mortgage,
encumber, lease and deal in real estate of every kind and nature; to construct
building; to develop residential and business sub-divisions for sale or lease
and to do all things incidental thereto.

                                  ARTICLE III.
          The duration of life of the corporation shall be perpetual.

                                   ARTICLE IV.
          The property of the stockholders shall not be subject to the debts of
the corporation.

                                   ARTICLE V.
          The address of the registered office of the corporation in the
Commonwealth of Kentucky shall be:  521 Southland Drive, Lexington, Fayette
County, Kentucky, and the name and address of its registered agent shall be: 
Harry Lee Waterfield, 521 Southland Drive, Lexington, Kentucky.

                                   ARTICLE VI.
          The total authorized number of shares of stock in the corporation
shall be one million two hundred twenty-five thousand (1,225,000), each being of
the par value of One Dollar ($1.00).  All shares shall have equal voting power
of one (1) vote for each share.

                                  ARTICLE VII.
          There is but one class of shares and there are no preferences,
qualifications, limitations or restrictions granted or imposed upon such shares.

                                  ARTICLE VIII.
          The amount of paid in capital with which the corporation shall begin
business is One Thousand Dollars ($1,000.00).

                                   ARTICLE IX.
          The name and address of the Incorporator and the number of shares
subscribed and paid in are:
          Harry Lee Waterfield
          521 Southland Drive
          Lexington, Kentucky           1,000 shares

                                   ARTICLE X.
          The number of directors of the corporation shall be not less than five
(5) nor more than twenty-five (25), the exact number of which shall be
determined from time to time by the stockholders.

          All powers of the corporation not otherwise fixed by law or by these
Articles shall be vested in the Board of Directors which shall have authority to
make and promulgate such By-Laws for the operation of the corporation as are not
inconsistent with the laws of the Commonwealth of Kentucky or these Articles.

                                   ARTICLE XI.
          The corporation shall have the right to purchase or redeem its own
shares in the manner provided by law.  Any shares so acquired may be carried as
Treasury shares and may be sold or cancelled and the capital stock reduced, as
the Board of Directors may determine and in such manner as is consistent with
the laws of the Commonwealth of Kentucky.

                                  ARTICLE XII.
          Transfers of stock in the corporation shall be made by its officers
and must be made upon the books of the corporation.

          IN TESTIMONY WHEREOF, witness the signature of the incorporator, this
the twelfth day of July, 1963.

                              /s/
                              Harry Lee Waterfield
STATE OF KENTUCKY...)
COUNTY OF FRANKLIN..)

          I, the undersigned, a Notary Public for the State of Kentucky at
Large, do hereby certify that the foregoing Articles of Incorporation were this
day produced before me by Harry Lee Waterfield, the incorporator therein named,
who acknowledged the execution of the same to be his own act and deed.

          Witness my hand this the twelfth day of July, 1963.

          My commission expires September 24, 1964.

                              /s/
                              Mildred Gardenhire
                              Notary Public, State of Ky at Large
                    
FILED AND RECORDED
HENRY H. CARTER
JULY 18, 1968
SECRETARY OF STATE OF KENTUCKY
FRANKFORT, KENTUCKY


                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                            KENTUCKY INVESTORS, INC.

          We, the undersigned, being the President and Secretary, respectively,
of Kentucky Investors, Inc., a corporation organized, created and existing under
the laws of the Commonwealth of Kentucky, do hereby certify that at a meeting of
the shareholders of the company duly called and held on May 14, 1970, at which a
majority of the shareholders were present in person or by proxy, adopted by a
majority vote of those present in person or by proxy the following amendment to
the Articles of Incorporation of Kentucky Investors, Inc., amending Article II
thereof so that, as amended, the same shall read as follows:

                                   ARTICLE II.
          The purposes for which the corporation is formed, the nature of the
business and objects and purposes to be transacted, promoted and carried on
shall be to engage in any lawful act, business or activity for which
corporations may be organized under the law of the Commonwealth of Kentucky.

          IN WITNESS WHEREOF, these Amended Articles of Incorporation have been
executed by Harry Lee Waterfield and Robert M. Hardy as present President and
Secretary, respectively, of the company.

                              /s/
                              Harry Lee Waterfield, President

                              /s/
                              Robert M. Hardy, Secretary

STATE OF KENTUCKY.....)
COUNTY OF FRANKLIN....)
          On this the 14th day of May, 1970, there personally appeared before
me, a Notary Public in and for the State and County aforesaid, Harry Lee
Waterfield, President, and Robert M. Hardy, Secretary, of Kentucky Investors,
Inc., a Kentucky corporation, each of whom acknowledged their signatures to the
Amended Articles of Incorporation to be his act and deed, and the act and deed
of said corporation, and certified the time and manner of adoption.

                              /s/
                              Gene M. Brown, Notary Public

My commission expires 4-12-73.
I hereby certify that this instrument has been drafted by:
/s/
Joseph J. Leary
Attorney at Law
Lawyers Building
206 St. Clair Street
Frankfort, Kentucky   40601

ORIGINAL COPY FILED AND RECORDED
ELMER BEGLEY
MAY 15, 1970
SECRETARY OF STATE OF KENTUCKY
FRANKFORT, KENTUCKY


                          AMENDMENT TO THE ARTICLES OF
                    INCORPORATION OF KENTUCKY INVESTORS, INC.

          Kentucky Investors, Inc., a Kentucky corporation, by its President,
Harry Lee Waterfield, and its Assistant Secretary, Gene M. Brown, does hereby
certify that at a regular meeting of the stockholders duly called and held at
Frankfort, Kentucky, on the 9th day of May, 1974, at 11 A.M. (CDT), at which
meeting a majority of said stockholders entitled to vote at said meeting were
present in person or by proxy by an affirmative vote of more than a majority of
the stockholders entitled to vote thereupon, Article X of the Articles of
Incorporation was amended so that as amended, Article X provides as follows:

          "The number of Directors of the corporation shall be nine.  The nine
          members shall be divided into three classes, each consisting of three
          members.  The term of office of Directors of the first class shall
          expire at the first annual meeting of the shareholders after their
          election; that of the second class shall expire at the second annual
          meeting after their election, and that of the third class shall expire
          at the third annual meeting after their election.  AT each annual
          meeting after such classification, the number of Directors equal to
          the number of the class whose term expires at the time of such meeting
          shall be elected to hold office until the third succeeding annual
          meeting.  In the event of any vacancy occurring in the Board of
          Directors, it shall be filled by the affirmative vote of a majority of
          the remaining Directors, and shall be for the unexpired term of his
          predecessor in office.

          All powers of the corporation not otherwise fixed by law or
          by these Articles shall be vested in the Board of Directors,
          which shall have authority to make and promulgate such By-
          Laws for the operation of the corporation as are not
          inconsistent with the laws of the Commonwealth of Kentucky
          or these Articles."

          IN WITNESS WHEREOF, Kentucky Investors, Inc. has caused its name and
corporate seal to be affixed hereto by Harry Lee Waterfield, its President, and
Gene M. Brown, its Assistant Secretary.

          This 16th day of May, 1974.

                              Kentucky Investors, Inc.
                              /s/

                              BY:  Harry Lee Waterfield, President
                              /s/

                              BY:  Gene M. Brown, Assistant Secretary
ORIGINAL COPY
FILED
SECRETARY OF STATE OF KENTUCKY
FRANKFORT, KENTUCKY
May 16, 1974
Thelma L. Stovall
Secretary of State 

FILED MAY 22, 1974
LLOYD T. RUSSELL, CFCC


COMMONWEALTH OF KENTUCKY.......)

COUNTY OF FRANKLIN.......................)

          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Kentucky Investors, Inc. was produced before me in
my County and was acknowledged by Harry Lee Waterfield and Gene M. Brown, by me
personally known to be the President and Assistant Secretary, respectively, of
Kentucky Investors, Inc., a Kentucky corporation, to be their act and deed as
such officers and the act and deed of such corporation.

          Witness my hand and seal of office this the 16th day of May, 1974.

          My commission expires January 26, 1978.

                              /s/
                              Wilma Yeary, Notary Public

This document prepared by:
/s/
Joe R. Johnson
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky   40601

                                VERIFICATION FORM

STATE OF KENTUCKY.......)
COUNTY OF FRANKLIN.....)

          I, Wilma Yeary, a notary public, do hereby certify that on this 6th
day of May, 1974, personally appeared before me Harry Lee Waterfield, who, being
by me first duly sworn, declared that he is the President of Kentucky Investors,
Inc. that he signed the foregoing document as President of the corporation, and
that the statements therein contained are true.

                              /s/
                              Wilma Yeary, Notary Public

My commission expires the 26th day of January, l978.


                          AMENDMENT TO THE ARTICLES OF
                    INCORPORATION OF KENTUCKY INVESTORS, INC.

          Kentucky Investors, Inc., a Kentucky corporation, by its President,
Harry Lee Waterfield II, and its Secretary, Jane S. Jackson, does hereby certify
that at a regular meeting of the stockholders duly called and held at Frankfort,
Kentucky, on the 12th day of May, 1988, at 11:00 A.M., at which meeting a
majority of said stockholders entitled to vote at said meeting were present in
person or by proxy by an affirmative vote of more than a majority of the
stockholders entitled to vote thereupon, Article VI of the Articles of
Incorporation was amended so that as amended, Article VI provides an additional
paragraph as follows:

          "The shareholders of the corporation shall not have a
          preemptive right to acquire the corporation's unissued
          shares."

          IN WITNESS WHEREOF, Kentucky Investors, Inc. has caused its name and
corporate seal to be affixed hereto by Harry Lee Waterfield II, its President,
and Jane S. Jackson, its Secretary.

          This 23rd day of February, 1989.

                              KENTUCKY INVESTORS, INC.

                              /s/
                              BY:  Harry Lee Waterfield, II, President

                              /s/
                              BY:  Jane S. Jackson, Secretary
APPROVED
OFFICE OF THE ATTORNEY GENERAL
FRANKFORT, KENTUCKY
BY:  JOSEPH R. JOHNSON, AAG 2/23/89

RECEIVED AND FILED
FEBRUARY 23, 2989
BREMER EHRLER
SECRETARY OF STATE
COMMONWEALTH OF KENTUCKY

FILED 2-23-89 
DONALD C. HULETTE, CFCC

COMMONWEALTH OF KENTUCKY.......)
COUNTY OF FRANKLIN.............)

          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Kentucky Investors, Inc. was produced before me in
my County and was acknowledged by Harry Lee Waterfield II and Jane S. Jackson,
by me personally known to be the President and Secretary, respectively, of
Kentucky Investors, Inc., a Kentucky corporation, to be their act and deed as
such officers and the act and deed of such corporation.

          Witness my hand and seal of office this the 23rd day of February,
1989.
          My Commission expires 1-23-90.

                              /s/
                              Dianne A. Rogers, Notary Public
This document prepared by:
/s/
Robert M. Hardy, Jr.
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky  40601


                                VERIFICATION FORM

STATE OF KENTUCKY... ...)
COUNTY OF FRANKLIN......)

          I, Dianne A. Rogers, a Notary Public, do hereby certify that on this
23rd day of February, 1989, personally appeared before me Harry Lee Waterfield
II, who, being by me first duly sworn, declared that he is the President of
Kentucky Investors, Inc., that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.

                              /s/
                              Dianne A. Rogers, Notary Public
My Commission Expires 1-23-90.

                          AMENDMENT TO THE ARTICLES OF
                    INCORPORATION OF KENTUCKY INVESTORS, INC.

          Kentucky Investors, Inc., a Kentucky corporation, by its President,
Harry Lee Waterfield II, and its Secretary, Wilma Yeary, does hereby certify
that at a regular meeting of the stockholders duly called and held at Frankfort,
Kentucky, on the 11th day of May, 1989, at 11:00 A.M., at which meeting a
majority of said stockholders entitled to vote at said meeting were present in
person or by proxy, by an affirmative vote or more than a majority of the
stockholders entitled to vote thereupon, Article VII was added to the Articles
of Incorporation to read as follows:

          "A director of the Company shall not be personally liable to
          the Company or its stockholders for monetary damages for
          breach of his duties as a director, except for liability (i)
          for any transaction in which the interest of the Company or
          its stockholders; (ii) for acts or omissions not in good
          faith or which involve intentional misconduct or are known
          to the director to be in violation of law; (iii) for any
          vote for or assent to an unlawful distribution to
          stockholders as prohibited under KRS 271B.8-330; or (iv) for
          any transaction from which the director derived an improper
          personal transaction from which the director derived an
          improper personal benefit.  Any repeal or modification of
          this Article by the stockholders of the Company shall not
          adversely affect any limitation on the liability of a
          director of the Company for matters arising prior to the
          time of such repeal or modification."

          IN WITNESS WHEREOF, Kentucky Investors, Inc. has caused its name and
corporate seal to be affixed hereto by Harry Lee Waterfield II, its President,
and Wilma Yeary, its Secretary.

          This 30th day of May, 1989.

                              KENTUCKY INVESTORS, INC.
                              /s/
                              BY:  Harry Lee Waterfield II, President
                              /s/



                              BY:  Wilma Yeary, Secretary
RECEIVED AND FILED JUNE 2, 1989
BREMER EHRLER
SECRETARY OF STATE
COMMONWEALTH OF KENTUCKY
FILED JUNE 14, 1989
DONALD C. HULETTE,  CFCC

                                VERIFICATION FORM
STATE OF KENTUCKY ........)
COUNTY OF FRANKLIN........)

          I, Jane S. Jackson, a Notary Public, do hereby certify that on the
30th day of May, 1989, personally appeared before me Harry Lee Waterfield II,
who, being by me first duly sworn, declared that he is the President of Kentucky
Investors, Inc., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.

                              /s/
                              Jane S. Jackson, Notary Public
My Commission Expires 11-11-92.

COMMONWEALTH OF KENTUCKY........)
COUNTY OF FRANKLIN..............)

          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Kentucky Investors, Inc. was produced before me in
my county and was acknowledged by Harry Lee Waterfield II and Wilma Yeary, by me
personally known to be the President and Secretary, respectively, of Kentucky
Investors, Inc., a Kentucky corporation, to be their act and deed as such
officers and the act and deed of such corporation.

          Witness my hand and seal of office this the 30th day of May, l989.

          My Commission expires 11-11-92.

                              /s/
                              Jane S. Jackson, Notary Public
This document prepared by
/s/
Robert M. Hardy, Jr.
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky  40601

STATE OF KENTUCKY
COUNTY OF FRANKLIN

I, DONALD C. HULETTE, CLERK OF SAID COUNTY COURT, HEREBY CERTIFY THAT THE
FOREGOING INSTRUMENT HAS BEEN DULY RECORDED, ARTICLES OF INCORPORATION, BOOK 26
PAGE 400 IN MY SAID OFFICE.  6-14-89
DONALD C. HULETTE, CLERK


                          AMENDMENT TO THE ARTICLES OF

                    INCORPORATION OF KENTUCKY INVESTORS, INC.


          Kentucky Investors, Inc., a Kentucky corporation, by its President,
Harry Lee Waterfield II, and its Secretary, Wilma Yeary, does hereby certify
that at a regular meeting of the stockholders duly called and held at Frankfort,
Kentucky, on the 11th day of May, 1995, at 11:00 A.M., at which meeting a
majority of said stockholders entitled to vote at said meeting were present in
person or by proxy, by an affirmative vote of more than a majority of the
stockholders entitled to vote thereupon, the Company's Articles of Incorporation
were amended to read as follows:

     1.  Article VI of the Company's Articles of Incorporation was amended to
read:

          "The total authorized number of shares of stock in the corporation
     shall be four million (4,000,000), each being of the par value of One
     Dollar ($1.00).  All shares shall have equal voting power of one (l) vote
     for each share."

     2.  Article X of the Company's Articles of Incorporation was amended to
read:

          "The number of Directors of the corporation shall be nine.  The nine
     members shall be divided into three classes, each consisting of three
     members.  The term of office of Directors of the first class shall expire
     at the first annual meeting of the shareholders after their election; that
     of the second class shall expire at the second annual meeting after their
     election, and that of the third class shall expire at the third annual
     meeting after their election.  At each annual meeting after such
     classification, the number of Directors equal to the number of the class
     whose term expires at the time of such meeting shall be elected to hold
     office until the third succeeding annual meeting. In the event of any
     vacancy occurring in the Board of Directors, it shall be filled by the
     affirmative vote of a majority of the remaining Directors, and shall be for
     the unexpired term of his predecessor in office.

          At a meeting of shareholders called expressly for that purpose,
     Directors shall be removed, but only upon a showing of cause, by a vote of
     the majority of the shareholders then entitled to vote at the election of
     Directors, provided that if less than the entire Board of Directors is
     removed, no Director may be removed if the votes cast against his removal
     would be sufficient to elect him if then cumulatively voted at an election
     of the entire Board of Directors.

          All powers of the corporation not otherwise fixed by law or by these
     Articles shall be vested in the Board of Directors, which shall have
     authority to make and promulgate such By-Laws for the operation of the
     corporation as are not inconsistent with the laws of the Commonwealth of
     Kentucky or these Articles."

     3.  Article XIII was added to the Company's Articles of Incorporation  to
read:
 
          "Anything contained in these Articles of Incorporation or the By-laws
     to the contrary notwithstanding and notwithstanding that a lesser
     percentage may be specified or permitted by law, the affirmative vote of
     the holders of at least two-thirds of the voting power of all of the then
     outstanding shares of the corporation entitled to vote generally in the
     election of Directors, voting together as a single class, shall be required
     to alter, amend or repeal any provision of Article X."

     4.  Article XIV was added to the Company's Articles of Incorporation  to
read:
 
          "The corporation elects to be included under and subject to the
     provisions of Kentucky Revised Statutes Section 271B.12-200 through Section
     271B.12-230 as they may be amended from time to time by the General
     Assembly of the Commonwealth of Kentucky, generally, without qualification
     or limitation."

     IN WITNESS WHEREOF, Kentucky Investors, Inc. has caused its name and
corporate seal to be affixed hereto by Harry Lee Waterfield II, its President
and Wilma Yeary, its Secretary.

     This 17th day of May, 1995.

                            KENTUCKY INVESTORS, INC.



                            BY:/s/
                              Harry Lee Waterfield II, President



                            BY:/s/
                              Wilma Yeary, Secretary


                                VERIFICATION FORM


STATE OF KENTUCKY   )
                    ) SS
COUNTY OF FRANKLIN  )



          I, Jane S. Jackson, a Notary Public, do hereby certify that on the
17th day of May, 1995, personally appeared before me Harry Lee Waterfield II,
who, being by me first duly sworn, declared that he is the President of Kentucky
Investors, Inc., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.

                    /s/ Jane S. Jackson
                    Notary Public


My Commission Expires 11-11-96.



COMMONWEALTH OF KENTUCKY  )
                            )
COUNTY OF FRANKLIN          )


          I, the undersigned Notary Public in and for the State and County
aforesaid, do hereby certify that on this day the foregoing Amendment to the
Articles of Incorporation of Kentucky Investors, Inc. was produced before me in
my County and was acknowledged by Harry Lee Waterfield II and Wilma Yeary, by me
personally known to be the President and Secretary, respectively, of Kentucky
Investors, Inc., a Kentucky corporation, to be their act and deed as such
officers and the act and deed of such corporation.

          Witness my hand and seal of office this the 17th day of May, 1995.

          My Commission Expires 11-11-96.

                    /s/ Jane S. Jackson
                    Notary Public



This document prepared by
/s/
Robert M. Hardy, Jr.
Attorney at Law
200 Capital Avenue
Frankfort, Kentucky   40601


File May 19, 1995 at 9:09 a.m.
Donald C. Hulette
Franklin County Court Clerk

Received and Filed May 19, 1995 at 8:51 a.m.
Bob Babbage
Secretary of State
Commonwealth of Kentucky