1998 ANNUAL REVIEW
INVESTORS HERITAGE
LIFE INSURANCE COMPANY
KENTUCKY INVESTORS, INC.

TABLE OF CONTENTS

Frankfort's Historical Sites            2
Mission and Strategy Statement          4
Letter to our Shareholders              5
Management's Discussion and Analysis    10
Board of Directors                      22
Corporate Officers                      23

Kentucky Investors, Inc.

     Consolidated Financial Statements  24
     Selected Financial Data            28
     Report of Independent Auditors     28

Investors Heritage Life Insurance Company

     Selected Financial Data            29
     Report of Independent Auditors     29
     Consolidated Financial Statements  30

Notes to Consolidated Financial Statement    34
Stock Prices and Annual Meeting         48



Photos by Lucy Carol Johnson

Many of the Investors Heritage Life Insurance Company employees are shown in
pictures taken at eleven  points of interest in Frankfort, Kentucky. These
historical sites are briefly described in order of appearance in the Annual
Review. When in Frankfort we hope you will visit these and many other sites of
interest and historical significance.

Old State Capitol
The Old State Capitol building was designed by Gideon Shyrock and built between
1827-1830, introducing the Greek Revival style west of the Appalachians.  Inside
stands a self-supporting stone stairway.  It served as the state capitol from
1830-1910.   This was the only pro-Union state capitol occupied by the
Confederate Army.  After a bitterly contested election, Governor William Goebel
was shot and killed by an assassin on the Capitol lawn in 1899.  Garth K.
Ferguson, the maternal grandfather of Harry Lee Waterfield II, Nancy Waterfield
Walton, and RoseGayle Waterfield Hardy,  was a Senate page and his father a
Senator at the time of the assassination.

Old Governor's Mansion
When Kentucky was admitted to the Union in 1792 there was no executive
residence.  Isaac Shelby,  the first Kentucky Governor, lived in a log cabin.
Construction on this home was begun in 1797 and finished in time for the second
governor, James Garrard.  In 1956 the house was designated as the official
residence of the Lieutenant Governor of Kentucky.  The patio and rose garden
were added during the early 1970's.  Our founder, Harry Lee Waterfield was the
first Lt. Governor to reside in the Old Mansion.  He and his family lived there
during his two terms from 1956 - 1959  and 1963 -1967.  The Old Mansion is the
oldest executive residence still in use in the United States.  It was occupied
two years before the White House.

Liberty Hall
This Federalist style house was built in 1796 for Kentucky's first Senator, John
Brown.  Brown was a member of the Virginia Legislature and the Old Congress
before statehood.  He served in the U.S. Senate from 1792-1805.  He was a
soldier under Washington and an aide to Lafayette.  In 1810 his wife,
Margaretta, started the first Sunday School west of the Alleghenies in the
garden which became the First Presbyterian Church.  Four generations of Browns
lived in the house.

First Presbyterian Church
The Church was organized in 1815 as an outgrowth of the Sunday School begun in
1810 by Margaretta Brown.  The present Gothic building was built in 1849.
Although the building was not completed, it was opened for service for visiting
President-elect, Zachary Taylor.

Orlando Brown House
This Greek Revival house was designed by Kentucky architect, Gideon Shyrock, for
the second son of John Brown.  The house was built in 1835 and three generations
of Browns lived in the house until 1945.

Singing Bridge
The Singing Bridge spans the Kentucky River linking Bridge Street and St. Clair
in downtown Frankfort.  The steel bridge was built in 1893 to replace a covered
wooden bridge.  The open grate floor creates a variety of musical pitches
depending on the weight and speed of traffic; thus the St. Clair Street Bridge
is known as the "Singing Bridge".

Executive Mansion
The Executive Mansion was built in 1912 and the exterior was modeled after Marie
Antoinette's villa near the Palace of Versailles.  Twenty-two Kentucky Governors
have lived in the Mansion.  It was renovated to its original Beaux-Arts style
between 1980-1984, including the formal garden in front.

Kentucky Military History Museum
Kentucky constructed the Old State Arsenal in 1850.  It stands on a cliff
overlooking the Kentucky River.  The Arsenal was converted to Military History
Museum in 1973.

Daniel Boone Memorial
Daniel Boone was born in Pennsylvania in 1734 and raised in Yadkin County, North
Carolina.  He explored Eastern Kentucky and the Bluegrass Region between 1767-
1771.  He worked to open a road between Holston Valley, Tennessee, and
Boonesborough, Kentucky, to aid in immigration promoted by the Transylvania
Company.  He moved to Missouri with his wife in 1799 where he died in 1820.  He
and Rebecca were re-interred in the Frankfort Cemetery in 1845.  The Frankfort
Cemetery was incorporated in 1844 and is Kentucky's original rural cemetery.

Kentucky Vietnam Memorial
The Memorial was built in 1988 to honor the more than 125,000 Kentuckians who
served in Vietnam.  The name of each of the 1,065 Kentuckians who died in the
war is located so that the shadow of the sundial touches each name on the actual
anniversary of his death.  The names of the 22 missing in action or prisoners of
war are placed in front of the sundial where the shadow never falls, paying
special tribute to their personal agony and symbolizing our continued vigil for
their return.


Bibb-Burnley House
This house stands on the site of the first house lived in on Wapping Street. It
was built in 1786.  Lt. John B. Bibb, who served during the War of 1812, bought
the property and built the present house in 1845.  He served as representative
from Logan County from 1827-1828 and in the Senate from 1830-1834.  Bibb was an
amateur horticulturist and developed the Bibb variety of lettuce here.

Executive Department pictured at the Old Capitol.
Jill Greenlief '89, Rob Hardy '87, Harry Lee Waterfield II '61, Whitney
Waterfield '94, Jane Jackson '74;
Howard Graham '65, Mary Reynolds '90, Raymond Carr '72, Ron Johnson '84 and
Wilma Yeary '63.

Financial Services Group & the Actuarial Department pictured at the Old
Governor's Mansion.
Alan Davis '88, Kenya Eastman '84, Rob Goodin '88;
Julie Hunsinger '92, Will Graham '90, Bobby Russell '74, and Michael Dudgeon
'94.

Mission and Strategy
Statements

OUR MISSION

The mission of Investors Heritage Life Insurance Company is to provide quality
life insurance products and services, and maintain financial strength for the
benefit of our insureds, stockholders, agents and employees.

Investors Heritage Life Insurance Company is committed to achieving long-term
financial objectives by implementing strategies to increase the volume and
quality of insurance in force.  We will improve the quality of the delivery
system with programs to enhance the skills and timely response of marketing and
support service functions.

OUR STRATEGY

The strategic plan focuses on timely product development, technology, education,
communication, human resources practices, and market concentration as key
elements to the attainment of financial objectives.

The overall strategy is to provide competitive products and superior quality
services while improving productivity and job enrichment.

Benefits Department and Office Services pictured at Liberty Hall.
Missy West '99, Roland Herzel '91, Robin Bowman '83, Tammy Kull '89, Debbie
Beach '76, Alice Taylor '93, Steve Wise '98,
Norman Dickerson '97, Thelma Vitug '96, Harold Minnis '61 and Suzanne Schodorf
'93.
Absent from picture Rodney Brooks '97, and Pat Porter '93.

LETTER TO OUR
SHAREHOLDERS

Agency Department pictured at the First Presbyterian Church.
Don Philpot '72, Marlene Terrell '84, Bob Ockerman '91, Lori Cook '96, David
Clark '98, Stephanie Houghlin '98 and Louellen Stivers '87.

Investors Heritage Printing and the Accounting Department pictured at the
Orlando Brown House.
Rick Calvert '94, Steve Riddle '78, Dale Cox '95, Phyllis Cornett '95; Cara
Ballinger '88, Toni Hornback '88,
Dianne Rogers '82, Doug Hippe '65, Jimmy McIver '72, Susie Jones '84. Absent
from picture Epp Williamson '78.

Hard work and successful implementation of our Business Plan over the past
several years resulted in another successful year during 1998. Kentucky
Investors, Inc. ("Kentucky Investors") and Investors Heritage Life Insurance
Company ("Investors Heritage") (collectively the "Companies") had their best
year ever in net gain from operations, with the exception of 1986, when two non-
recurring transactions occurred.  Kentucky Investors' net gain was $1,975,137 _
up 30% over year-end 1997. Investors Heritage's net gain from operations was
$2,766,098 _  up 30% over a year ago.

Record Ordinary insurance sales were attained again in 1998. Single Premium
Preneed sales increased 20%; Annual Pay Preneed sales were up 8%; Annual Pay
Final Expense sales were up 10%; Mortgage Protection Single Premium sales sold
through financial institutions were up 30%. Traditional Ordinary Life sales were
up 9.6% with most of this increase from our Payroll Deduction Sales program.
Overall, the core block of Ordinary Life business was up 14% during 1998. We
have another ambitious goal for insurance sales during 1999, and the first two
months of the year indicate the goals will be reached.

As a result of a strong economy and our continued concentration in the Credit
Life and Credit Accident & Health Insurance market, Credit Insurance sales were
up in 1998.

The Companies can report again this year that the asset quality is a very strong
point in our operations. At year-end, 100% of fixed income assets were rated
investment grade and only one small residential loan was more than ninety days
past due.

As I have for the past ten years, I refer you to the Analysis of Asset Adequacy
performed each year, even though we are only required to do so every three
years. Each year Investors Heritage's Asset Adequacy Model has become more
sophisticated and useful. As in prior years, the Analysis shows very favorable
results.

A detailed report on activities of the Companies is presented in the
Management's Discussion and Analysis on Pages 10-21 of this Annual Review. You
are encouraged to carefully read the material.

Beginning with the 1995 Annual Review, we reported to stockholders that the
Companies had addressed the Year 2000 issue (Y2K) facing all users of
information services and computers. Again, I want to assure our stockholders and
others who read this Annual Review that the Companies' systems are Y2K
compliant. We began working toward a Y2K solution in 1988 while redesigning our
overall data processing systems. During the past ten years we have upgraded and
tested our systems and have been compliant since 1995.

We recently developed a web site for Investors Heritage. The address is
www.investorsheritage.com. We hope our web site will provide information and
assistance to current Investors Heritage associates, and will be a source of
information for prospective new associates.  Hopefully, stockholders will also
find it interesting and informative. We have provided a great deal more
information about our Company than most insurance companies provide.  We believe
it will help current and future clients (insureds and sales associates) become
better acquainted with the Company and our service personnel.

The Companies have developed a strategic alliance with Family Assistance, Inc.
to help provide at-need financing and accounts receivable management for our
funeral home associates. We firmly believe that providing needed services for
our sales associates is important. Through eighteen months of study and field
testing, we determined that funeral homes need an outlet for quick financing for
at-need funerals, and need a good system to assist in managing accounts
receivables. The Family Assistance Program has been utilized by a number of
firms for several months, and in December, 1998, we began presenting the Program
to all our funeral home associates. This will enable them to cost effectively
and quickly provide at-need financing, and it also gives them access to a
successful program for managing accounts receivable. We believe this alliance
will be a strong asset in our Preneed market.

Two new officers were named in 1998 to replace officers who are no longer with
Investors Heritage Life Insurance Company.

On June 30, Clair Manson retired after eleven years of outstanding service to
the Companies as Vice President and Chief Actuary. I had the pleasure of hiring
Clair after a lengthy search for just the right person. His work for Investors
Heritage was exemplary. He had an excellent actuarial mind and was able to
explain matters so others of us could understand. He also enjoyed working with
marketing personnel in developing products they wanted and could sell. Clair was
succeeded by Julie Hunsinger who had been Assistant Vice President and Assistant
Actuary since 1992. Julie has an outstanding actuarial background and experience
in financial actuarial work. She also understands the importance of sales and is
good at both creating ideas and listening to others to develop the best possible
products and reporting systems.

John Simmons, who had done an outstanding job as Vice President, Financial
Services (Credit Life and Credit Ordinary sales), resigned in 1997. John had
overseen tremendous growth in our Financial Services Division and successfully
managed the Division through considerable change in this segment of our
business. John was replaced in 1998 by Michael F. Dudgeon, Jr., who is also a
member of the Investors Heritage Board of Directors. Michael has been in Preneed
sales management for Investors Heritage since December, 1994. He has a lifetime
of understanding of the Companies' goals and has great ability to work with
others, to analyze problems or opportunities, and find ways to address them. He
continues to assist in Preneed matters, especially in South Carolina, a state
that shows great promise in the Preneed Division.

We thank John  and Clair for their great contributions to our Companies, and we
wish Julie and Michael great success in their new responsibilities.

The  pictures  in  this year's Annual Review are of most members of the home
office administration staff and some of the marketing personnel. We are
fortunate to have dedicated people who are building careers with the Companies.
By each name is the year the employee was hired. Please note the large number of
employees who have 10 or more years with the Companies. One of the key elements
of our success is that the people who manage and administer the operations
believe in the Companies and are investing their time and money in them. They
also are aware of our history and understand and believe in our mission and
goals. Hopefully, this understanding of the Companies helps us provide the
service our clients deserve, and enables us to personalize our service in
relationship to them. In turn, we believe this has translated into success for
shareholders of the Companies.

As we rapidly approach the end of the 20th century and the Year 2000 arrives, we
believe that Investors Heritage Life Insurance Company and Kentucky Investors,
Inc. are well positioned to thrive in our ever-changing, competitive markets. We
diligently look at what we do and how we do it; we constantly seek ways to
improve and move forward. We have an outstanding Company with dedicated
employees and sales associates. We are in attractive unique markets and believe
that opportunities will exist well into the next century for continued
development, growth and profitability.

We look forward to entering the 21st century with our  stockholders,
policyholders, and company associates _  remembering our founder's statement
from our beginning in 1960, "We know where we are going; we invite you to go
with us." After thirty-nine years of using this phrase, including me quoting it
at various times since Mr. Waterfield's death in 1988, I believe it is time to
alter his statement a bit. Because of the longtime ownership of the majority of
our stockholders, the number of years that many of our employees and sales
associates have been with us, and the strong relationships developed with our
newest associates, I believe a more fitting statement now is, "We know where we
are going; we are glad you are going with us."

On behalf of the Officers and Board of Directors of the Companies, I want to
express our appreciation to the stockholders for your investment in and your
relationship with the Companies, and look forward to our working together to
continue to build a strong and viable organization.

Underwriting Department pictured at the Singing Bridge.
Norma Smith '69, Nancy Walton '66, Linda Tindall '86, Carolyn Monroe '86,
Charlotte Moore '92 and Kathy Sexton '75.

Underwriting Department pictured at the Governor's Mansion (see photo top page
6)
Twina Keeton '96, Debbie Bright '71, Joyce Wright '91, Marti Smith '82, Rhodonna
Redding '89, Alex Thompson '77, Judy Smith '98, Robert Lewis '98 (Claims).

Information Services pictured at the Kentucky Military History Museum.
Mike Wood '85, April Rogers '93, Bill Leroy '94, Mary Lou Barnard '84,
Lewis Rogers '87, Betty Barnard '70, Larry Lee '94.

Policy Services Department pictured at the Daniel Boone Memorial.
Colleen Hackney '86, David Marraccini '78, Sue Fields '98, Barbara Stratton '86,
Linda Sims '85, Jane Wise '64, Gwyna Stormes '95, Barbara Hawkins '87, Flo
Osborne '84.

Premium Accounting Department pictured at the Kentucky Vietnam Memorial.
Martha Hammons '72, Michelle Johnson '99, Margaret Nichols '88,
Shirley Harrod '94, Michelle Meier '96.

Credit Life Accounting & Human Resources pictured at the Bibb-Burnley House.
Angie Smith '99, Bonnie Conquest '95, Vicky Harrod '96, Jennifer McClain '80,
Joyce Courtney '75, Peggy Kays '67.

MANAGEMENT'S
DISCUSSION AND ANALYSIS
EXPANSION

For the last several years Investors Heritage Life Insurance Company ("Investors
Heritage") has been expanding its market share in the preneed funeral market.
The result has been consistent growth in almost all of the states that were
targeted for expansion. Investors Heritage Financial Services Group, Inc.
("Financial Services Group") a wholly owned subsidiary of Kentucky Investors,
Inc. ("Kentucky Investors") continues to operate under marketing agreements with
Investors Heritage and other unaffiliated insurers.  This has proven to be
successful and enabled Financial Services Group and Investors Heritage to
continue utilizing their expertise in the marketing and administration of credit
insurance products.  Further, through Financial Services Group, Investors
Heritage is able to offer products such as mortgage protection and ordinary life
insurance through financial institutions.

FINANCIAL STRENGTH

The quality of our investment portfolio and the current level of shareholders'
equity of Kentucky Investors and Investors Heritage continue to provide a sound
financial base as we strive to expand our marketing system to offer competitive,
quality products.  Please see INVESTMENTS, LIQUIDITY AND FUND RESTRICTIONS for a
more detailed discussion.

BUSINESS SEGMENTS

Prior to 1998 segment data was presented on an "industry approach" in accordance
with Financial Accounting Standard Board (FASB) Statement No. 14.   FASB
Statement No. 131 became effective for 1998 and superceded Statement No. 14.
Statement No. 131 requires a "management approach" in the presentation of
business segments based on how management internally evaluates the operating
performance of its business units.  The segment data that follows has been
prepared in accordance with Statement No. 131.  Accordingly, 1997 and 1996 data
have been restated to comply with this new FASB Statement. The former "Life and
Annuity" segment has been divided into two areas, "Preneed and Burial Products"
and "Traditional and Universal Life Products."  The former "Credit Life" segment
is now "Credit Insurance Products and Administrative Services" and the former
"Corporate" segment is now "Corporate and Other"."  Please refer to the Notes to
the Consolidated Financial Statements for additional information regarding
segment data.

REVENUES

Overall revenues were $57,461,000, $52,497,000 and $47,780,000 in 1998, 1997 and
1996, respectively for Investors Heritage.  The increases were due primarily to
our growth as a provider of quality preneed products, growth in invested assets
due to increased sales in the preneed and burial products and our market
expansion of traditional life and credit insurance products with financial
institutions.  A discussion of the changes follows. Additionally, Investors
Heritage has experienced steady growth in Net Investment Income which increased
9% or $1,181,000 in 1998 from 1997.  The 1997 increase over 1996 was 12% or
$1,429,000.

PRENEED & BURIAL PRODUCTS

The preneed and burial segment includes both life and annuity products sold by
funeral directors or affiliated agents to fund prearranged funerals.

Revenues for the Preneed & Burial business segment were 12% or $4,324,000 higher
in 1998 than 1997. The 1997 increase over 1996 was 11% or $3,782,000.

Insurance sales exceeded production goals set for 1998 by approximately 5%.
Actual production increased approximately 13% in 1998 over 1997, due to
marketing expansion in single premium preneed products.  New premiums collected
during 1998, 1997 and 1996 were $23,818,000, $21,168,000 and $16,681,000,
respectively. During 1998, Investors Heritage targeted thirteen states for
developing new accounts.  Eighty percent of that goal was reached. Additionally,
Investors Heritage entered into a contractual relationship with nineteen new
accounts in two untargeted two states. This resulted in the goal being exceeded
by seven percent.

Premium production remains strong in North Carolina.  However, due to the
successful expansion of our marketing operation noted above, preneed premiums
from North Carolina agents accounted for 42% of the total preneed premiums
collected in 1998 compared to 46% for 1997.  Premium collections from Kentucky
were 25% of the total for 1998 and 19% for 1997.  Other states showing
significant gains were Georgia, Indiana, South Carolina and West Virginia.
Management plans to continue to develop the preneed funeral market and
anticipates increases in single premium production for 1999 over 1998 in the
range of 8-12%.

Increase in Net Investment Income earned by preneed and burial products also
contributed to the overall increase in Revenues.  Net investment income
increased 14% in 1998 compared to 1997 and 20% in 1997 compared to 1996.  Net
investment income did not increase as significantly in 1998 compared to 1997 due
to the decline in interest rates on investments under current market conditions.

Kentucky Investors, Inc. has contracted with a firm that provides an at-need
financing program and an accounts receivable/cash management system for funeral
homes. This program will be offered to existing Preneed funeral home clients as
well as funeral homes that do not currently sell the Investors Heritage Preneed
insurance products. New preneed accounts are anticipated as a result.

TRADITIONAL & UNIVERSAL LIFE PRODUCTS

This segment includes traditional life and group life insurance products,
annuities (primarily qualified) and universal life products. This will continue
to be a sales division within Investors Heritage.

Revenues for 1998, 1997 and 1996 were $14,146,000, $13,950,000 and $13,454,000,
respectively. New premiums collected during 1998, 1997 and 1996 were $3,663,000,
$4,073,000 and $4,244,000, respectively. The decrease in premiums results from
the emphasis being placed on single premium production.  Net investment income
for this segment increased 3% in 1998 compared to 1997 and 6% in 1997 compared
to 1996.  The increase in net investment income was not as significant in 1998
compared to 1997 due to the decline in premium production and the decline in
interest rates on investments under current market conditions.

Product updates are anticipated for the more traditional lines offered by
Investors Heritage. Estate planning sales for funeral directors and their
families is a marketing unit within the traditional life division and the
Investors Heritage business plan includes expansion of this unit during 1999.

Financial Services Group will also continue to market traditional insurance
products of Investors Heritage through banks and other financial institutions.


CREDIT INSURANCE PRODUCTS & ADMINISTRATIVE SERVICES

This segment includes the marketing and administration of credit life and credit
accident & health insurance products (respectively "Credit Life" and "Credit
A&H", and collectively "Credit Insurance").

Credit insurance premiums written during 1998, 1997 and 1996 were $17,385,000,
$13,683,000 and $8,739,000, respectively.  All of the related underwriting risk
is being reinsured 100% with major, well-known life companies. In addition,
Financial Services Group has obtained reinsurance relationships for Investors
Heritage with three other companies. Each of these agreements generates
marketing and retention fees, but not administration fees.

Revenues for this segment are $307,000, $152,000 and ($330,000) for 1998, 1997
and 1996, respectively.  As anticipated, revenues from the Credit Insurance
segment were negative in 1996 because policies written and insured by Investors
Heritage in 1994 and 1993 that were cancelled prior to maturity, required
refunds of unearned premiums.

CORPORATE & OTHER

This segment consists of corporate accounts measured primarily by stockholders'
paid-in capital, contributed surplus, earned surplus, property and equipment,
investments in affiliates and other minor business lines which include group
annuities and group and individual accident and health products.

Revenues from this segment were $1,689,000 in 1998, $1,400,000 in 1997 and
$1,443,000 in 1996.  The most significant reason for the increase in revenues
during 1998 was a $209,000 realized capital gain.  Realized losses occurred
during 1997 and 1996.

Prior to 1997, most of the accident and health business produced by this segment
related to assumed business.  During 1996, Investors Heritage stopped assuming
policies sold in connection with this reinsurance agreement.  Accordingly,
revenues (net of realized gain/loss activity) have declined.

OPERATING RESULTS

Investors Heritage's Net Income for 1998 increased $640,000 or 30% from 1997 and
for 1997 increased $525,000 or 33% from 1996.  Kentucky Investors' Net Income
for 1998 increased $453,000 or 30% from 1997 and for 1997 increased $376,000 or
33% from 1996.

Earnings per share were $3.06, $2.36 and $1.78 for 1998, 1997 and 1996,
respectively for Investors Heritage.  Earnings per share were $2.34, $1.84 and
$1.41 during the same periods for Kentucky Investors.

PRENEED & BURIAL PRODUCTS

Pre-Tax Income (Income from Operations Before Federal Income Tax) for this
business segment of Investors Heritage was $2,579,000, $2,524,000 and $913,000
for 1998, 1997 and 1996, respectively.  The increase in Pre-Tax Income in 1998
and 1997 when compared to 1996 is the result of actively managing its investment
portfolio and reduced levels of relative policyholder benefits and expenses
related to in force business.  However, current market conditions, including
competitive pricing for this segment and the low interest rate environment
continue to narrow profits generated from new sales.

TRADITIONAL & UNIVERSAL LIFE PRODUCTS

Pre-Tax Income for this segment was $1,343,000, $852,000 and $1,528,000 in 1998,
1997 and 1996, respectively. Higher than expected unreinsured claims  and
expense levels in 1997 reduced Pre-Tax Income considerably. 1998 and 1996 were
close to projections for revenues and expenses.

CREDIT INSURANCE PRODUCTS & ADMINSTRATIVE SERVICES

Pre-Tax Losses were $395,000, $666,000 and $579,000 for 1998, 1997 and 1996.
Losses have been generated by the run-off of Credit Insurance and the related
deferred acquisition costs amortization.  In 1999, this line's performance
should improve due to the growth of the income from fully reinsured business and
reduced amortization from run-off business.

CORPORATE & OTHER

Pre-Tax Income (Loss) for this segment was $333,000, ($7,000) and ($306,000) for
1998, 1997 and 1996, respectively.  Realized gains of $209,000 allocated to this
segment during 1998 were the primary reason for the improvement in Pre-Tax
Income.

INVESTMENTS, LIQUIDITY AND FUND RESTRICTIONS

The investment portfolio of Investors Heritage continues to provide financial
stability.  It is management's opinion that Kentucky Investors and Investors
Heritage have adequate cash flows both on a long-term and short-term basis as
evidenced by the Consolidated Statements of Cash Flows presented in this Annual

Review.  Investors Heritage's internal cash flows are derived from insurance
premiums and investments.  The cash flows of Kentucky Investors are derived from
the dividends paid to it by Investors Heritage, Financial Services Group and
Investors Heritage Printing, Inc. ("Heritage Printing").  Management anticipates
these cash flows to experience steady growth due to improved profitability of
all three companies.

During 1998, Financial Services Group's fourth full year of operation, revenues
were $452,000 up 22% or $81,000 compared to 1997, and dividends in the aggregate
amount of $171,000 were paid to Kentucky Investors.  Revenues from Heritage
Printing were $456,000 in 1998, down 5% compared to $482,000 in 1997, and
Heritage Printing paid $10,000 in dividends to Kentucky Investors in 1998.
Management of Heritage Printing will continue to work to improve revenues from
unaffiliated sources as well as to provide printing services for Investors
Heritage.  Revenues from these sources constitute less than 1% of Kentucky
Investors' overall Revenues in 1998 and management is working on the continued
growth and profitability of both Financial Services Group and Heritage Printing.

Management is not aware of any commitments or unusual events that could
materially affect Kentucky Investors' or Investors Heritage's capital resources.
Further, there is no long-term or short-term external debt.  Other than the
items disclosed in Note H to the Consolidated Financial Statements and the
increased regulatory reporting requirements which generally increase
administrative expenses, management is not aware of any current recommendations
by any regulatory authority which if implemented would have any material effect
on Investors Heritage's liquidity, capital resources or operations.

Management does not perceive a need for any external financing and there are no
plans to acquire same.  However, Kentucky Investors and Investors Heritage will
continue to explore various opportunities including corporate reorganizations,
acquisitions and purchasing blocks of business from other companies, which may
dictate a need for either long-term or short-term debt.  There are no
restrictions as to use of funds except the restriction on Investors Heritage as
to the payment of cash dividends to shareholders which is discussed in more
detail in Note G to the Consolidated Financial Statements.

Since inception, Investors Heritage has maintained a sound, conservative
investment strategy. A pie chart showing the Distribution of Invested Assets is
on page 15. Investors Heritage's fixed income portfolio of public bonds is
managed by an independent portfolio manager, Charter Oak Capital Management,
Inc. ("Charter Oak").  As of December 31, 1998, 86% of Investors Heritage's
total invested assets are managed by Charter Oak pursuant to specific investment
guidelines which have been approved by the Board of Directors.  Since the
inception of Investors Heritage's relationship with Charter Oak, the primary
objectives have been to maintain the quality and integrity of the fixed income
portfolio while improving the total return on investments.  These goals have
been accomplished by methodically diversifying the portfolio over the last 10
years.

DISTRIBUTION OF INVESTED ASSETS GRAPH

A pie chart appears on this page showing the Distribution of Invested Assets for
all of the assets of Investors Heritage Life Insurance Company.  The chart shows
the following breakdown:  Fixed Maturities:  86.4%; Contractual Obligations of
Affiliates:  0.2%; Investments in Affiliates:  0.8%; Equity Securities 1.5%;
Short Term Investments:  0.5%; Policy Loans:  3.2%; Other Long Term Investments:
0.2%; Mortgage Loans-R.E.:  7.2%.

The fixed income portfolio is diversified among sectors.  The market value and
the Standard & Poor's average quality rating of this portfolio as of December
31, 1998 are $193.9 million and AA, respectively.  At year-end 1998 the fixed
income portfolio was allocated as follows:  53.7% - corporate; 12.0% -
government; 19.7% - mortgage-backed securities; 9.2% - foreign; 4.3% - asset
backed securities; and 1.1% - states and political subdivisions.  Within the
corporate bond sector, the portfolio is also diversified with 38.0% of that
sector invested in bank and finance, 46.4% in industrial and miscellaneous, and
15.6% in utilities. Pie charts showing the Distribution of Fixed Income Assets
and Distribution of Corporate Bonds are located on page 16 and 17.

The fixed income portfolio also includes $38.2 million (at fair value) of
mortgage-backed securities ("MBS") which represents 17% of total invested assets
and 20% of the fixed income portfolio.  Mortgage-backed securities add value to
the portfolio and Charter Oak has provided the expertise to purchase MBS with
the confidence that the credits have been properly analyzed and that the
investment properly suits the asset and liability needs of Investors Heritage.

DISTRIBUTION OF FIXED INCOME ASSETS GRAPH

A pie chart appears on this page showing the Distribution of Fixed Income
Assets.  The chart shows the following breakdown:  Corporate:  53.7%;
Government:  12.0%; Mortgage-backed Securities:  19.7%; Foreigns:  9.2%; Asset-
backed Securities; 4.3%; States & Political Subdivisions:  1.1%.

There have been concerns expressed by rating agencies, various regulators and
other constituencies regarding investments in MBS's by insurers and other
financial institutions.  Although these highly rated securities provide
excellent credit quality, their liquidity and risk must be monitored.  Except
for two commercial backed mortgages of approximately $1.5 million, all of the
collateral of the MBS owned by Investors Heritage are guaranteed by the
Government National Mortgage Association ("GNMA"), Federal National Mortgage
Association ("FNMA") or Federal Home Loan Mortgage Corporation ("FHLMC").

The FNMA and FHLMC securities are structured either as publicly-traded
collateralized mortgage obligations ("CMO") or pass-throughs.  Unlike most
corporate or real estate debt, the primary concern with a MBS is uncertainty of
timing of cash flows due to prepayment assumptions rather than the possibility
of loss of principal.

Investors Heritage's CMO holdings represent approximately 71% of the total MBS
portfolio.  When these securities are purchased at a discount or premium, the
income yield will vary with changes in prepayment speeds due to the change in
accretion of discount or amortization of premium, as well as the timing of the
basic principal and interest cash flows.  The overall impact of the CMO's
variability in yields on the portfolio is not significant in relation to the
yield and cash flows of the total invested assets of Investors Heritage.  More
importantly, Investors Heritage has no exposure to the more volatile, high-risk
CMO's, such as those structured to share in residual cash flows or which receive
only interest payments.  Except for one sequential pay CMO of approximately
$999,000, the CMO's held by Investors Heritage are either planned amortization
class ("PAC") bonds, including one planned amortization class-Z account ("PAC-
Z"), or support class ("SUP") bonds. Both of these CMO's are structured to
provide more certain cash flows to the investor and therefore have reduced
prepayment risk.

DISTRIBUTION OF CORPORATE BONDS GRAPH

A pie chart appears on this page showing the Distribution of Corporate Bonds
Graph.  This chart shows the following breakdown:  Industrial and Miscellaneous:
46.4%; Bank and Finance:  38%; Utilities:  15.6%.

Pass-throughs comprise the remainder of MBS owned by Investors Heritage,
representing approximately 29% of the total MBS portfolio.  Pass-throughs are
GNMA, FNMA or FHLMC guaranteed MBS which, simply stated, pass-through interest
and principal payments to the investors in accordance with their respective
ownership percentage.

Additionally, Investors Heritage also engages in commercial and residential
mortgage lending with approximately 93% of these investments being in commercial
properties.  All mortgage loans are originated in-house and all loans are
secured by first mortgages on the real estate.  Loan to value ratios of 80% or
less and debt service coverage from existing cash flows of 115% are generally
required.  Investors Heritage minimizes credit risk in its mortgage loan
portfolio through various methods, including stringently underwriting the loan
request, maintaining small average loan balances, reviewing its larger mortgage
loans on an annual basis and diversifying the portfolio by property type.  The
average loan balance is $294,348 and the average loan to value is 50.6%.  The
largest loan currently held by Investors Heritage is $983,378.  Investors
Heritage has $16.2 million invested in mortgage loans which represents 8% of
total invested assets.  The portfolio is diversified across various property
types as follows:  19.2% - office; 32.4% - retail; 7.5% -industrial; 6.1% - 1 to
4 family; 19.2% - apartments; and 15.6% - other.  A pie chart showing the
Distribution of Mortgage Loans is located above.

DISTRIBUTION OF MORTGAGE LOANS

A pie chart appears on this page showing the Distribution of Mortgage Loans.
This chart shows the following breakdown:  Retail:  32.4%; Apartments:  19.2%;
Office Properties:  19.2%; Residential (1-4 families):  6.1%; Industrial:  7.5%;
Other:  15.6%.

Although approximately 71.5% of Investors Heritage's mortgage loans are located
in the various geographic regions of Kentucky, Investors Heritage is familiar
with its mortgage loan markets and is not aware of any negative factors or
trends which would have a material impact on the local economies where Investors
Heritage's mortgage loan properties are located.  Investors Heritage has been
successful in adding value to the total investment portfolio through its
mortgage loan originations due to the fact that yields realized from the
mortgage loan portfolio are from 1.875 to 4.65 basis points higher than yields
realized from fixed income investments.  Value has also been added because the
mortgage loan portfolio has consistently performed well.  As of December 31,
1998, Investors Heritage had only one non-performing mortgage loan, which would
include loans past due 90 days or more, loans in process of foreclosure,
restructured loans and real estate acquired through foreclosure.  The non-
performing mortgage loan, which is more than 90 days past due, is a Residential
Mortgage with an outstanding balance of $44,701.  The property securing the loan
has a fair market value of $75,000.

The strength of our liquidity is found in our conservative approach in the
product development area and in the strength and stability of our fixed income
portfolio and our mortgage loans.  For 1998, Investors Heritage's fixed income
investments were 100% investment grade as rated by Standard & Poor's, unchanged
from 100% for 1997.  None of Investors Heritage's fixed income assets are in
default.  Liquidity is also managed by laddering maturities of our fixed income
portfolio.  The average duration of our fixed income investments is 5.3 years
with approximately $10.7 million due within 12 months and approximately $30.3
million due within the following four years.  Historically management has
anticipated that all such investments will be held until maturity.  However, one
of the responsibilities of our independent portfolio manager is to constantly
monitor the credit rating of our fixed income investments to determine if rating
changes of any investment requires action by management.  As explained in detail
in Note A to the Consolidated Financial Statements, all of Investors Heritage's
fixed income securities and all marketable equity securities are classified as
available-for-sale and are carried at fair value.

OPTION ADJUSTED VALUE VS TERM STRUCTURE SHIFT

A graph appears on this page which shows the results of the Asset Adequacy
Analysis performed by Investors Heritage Life Insurance Company.  The graph
demonstrates the option-adjusted prices of assets, liabilities, and surplus at
various shifts in the interest rate environment.

MARKET RISK EXPOSURES

Measuring market risk is a key function of our asset/liability management
process.  To test financial risk and investment strategy, Investors Heritage
performs an asset adequacy analysis each year.  Dynamic models of both assets
and liabilities are created to project financial results under several shifts in
the current interest rate environment.  Results show that the company's exposure
to a relative 10% increase or decrease in the interest rates prevalent at
December 31, 1998 is a net loss of less than $250,000.  A graph of the total
price behavior curve tested is shown on Page 19 of this Annual Review.


Items taken into account on the asset side include prepayment and liquidity
risks, asset diversification and quality considerations.  On the liability side,
interest crediting strategies and policyholder and agent behavior (lapses,
loans, withdrawals, and premium flow) are dynamically modeled in relationship to
the particular interest rate environment tested.  Although Investors Heritage is
careful to ensure that these assumptions are consistent with the best available
data, interest-sensitive cash flows cannot be forecast with certainty, and can
deviate significantly from the assumptions made.  Because asset and liability
durations are continually changing as new policyholder contracts are issued and
as new investments are added to the portfolio, Investors Heritage manages its
balance sheet on an ongoing basis, and its net exposure to changes in interest
rates may vary over time.

REGULATORY MATTERS

The statutory capital and surplus of Investors Heritage decreased $121,000 in
1998 following an increase of $882,000 in 1997.  Depressed market values of
unaffiliated common stock at year-end 1998 compared to year-end 1997 contributed
most significantly to the decrease.  The writedown of home office real estate
from market value to depreciated cost required by the Kentucky Department of
Insurance and reserve strengthening for the North Carolina burial associations
business block produced a $827,000 charge to surplus for both 1997 and 1998.
1999 will be the last year for these two items.

For Generally Accepted Accounting Principles ("GAAP") reporting purposes, the
home office real estate is already carried at depreciated cost and the notes and
affiliated common stock are carried at cost.  As anticipated, these adjustments
did not affect Investors Heritage's financial position or net income based on
generally accepted accounting principles, or its statutory net income.  For
additional discussion on this issue, refer to Note H to the Consolidated
Financial Statements.

IMPACT OF YEAR 2000

The year 2000 issue is the result of computer programs being written using 2-
digits rather than 4-digits to define the applicable year.  Any computer program
that has time sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000.  This could result in a system failure or
miscalculation causing disruption of operations, including, among other things,
a temporary inability to process transactions, send invoices, or engage in
similar normal business activities.

Investors Heritage recognized the Year 2000 Issue in 1988 and began working on a
solution at that time.  The Information Systems Department has worked diligently
to make modifications to existing software so that the Year 2000 Issue will not
pose significant operational problems for its computer systems.  As of year end
1995, Investors Heritage's systems were in full compliance with all Year 2000
Issue requirements and it is anticipated that there will be no exposure to
contingencies related to the Year 2000 Issue for the products it has sold. The
cost to implement system changes related to the Year 2000 issue has been
nominal.

Although Investors Heritage does not anticipate any major interruption of
business activities, that will be dependent, in part, upon the activities of
third parties.  Management has initiated formal communications with all of its
significant reinsurers, vendors, and financial institutions and has been advised
that all are either in full compliance or anticipate being in full compliance
prior to June 30, 1999.  Even though Investors Heritage has assessed and
continues to assess third party issues, it has no direct ability to influence
the compliance actions of such parties.  Accordingly, there can be no guarantee
that the systems of other companies on which Investors Heritage relies will be
Year 2000 compliant, leading to an adverse effect on future operating results of
Investors Heritage.

CONSOLIDATION

The accompanying consolidated financial statements of Kentucky Investors and
Investors Heritage include the accounts of their respective majority-owned
subsidiaries, after elimination of intercompany transactions.  This discussion
and analysis is intended for both Investors Heritage and Kentucky Investors
because their respective financial statements are similar in presentation and
identical in most cases.


BOARD OF DIRECTORS

Harry Lee Waterfield II
Chairman of the Board I K a b c d e f g h
Frankfort, Kentucky

Dr. Adron Doran I a b e
Lexington, Kentucky

H. Glenn Doran I K c d f g
Murray, Kentucky

Michael F. Dudgeon, Jr. I c
Frankfort, Kentucky

Gordon C. Duke I K d g
Frankfort, Kentucky

Robert M. Hardy, Jr. I K a d f g h
Frankfort, Kentucky

Jerry F. Howell I K a b c d e h
Leesburg, Florida

Dr. Jerry F. Howell, Jr. I K c f
Morehead, Kentucky

David W. Reed K h
Gilbertsville, Kentucky

Helen Wagner I K b f
Owensboro, Kentucky


I Investors Heritage Life Insurance Company
K Kentucky Investors, Inc.
a Investors Heritage Life Executive Committee
b Investors Heritage Life Nominating Committee
c Investors Heritage Life Audit Committee
d Investors Heritage Life Finance Committee
e Investors Heritage Life Compensation Committee
f Kentucky Investors, Executive Committee
g Kentucky Investors Finance Committee
h Kentucky Investors Nominating Committee


CORPORATE OFFICERS

Harry Lee Waterfield II                Nancy W. Walton
Chairman, President and                Vice President, Underwriting I
Chief Executive Officer IKPF           First Vice President K

Jimmy R. McIver
Treasurer IKPF

Wilma Yeary                             Jane Wise
Secretary IK                            Vice President, Policy Services I

Jane S. Jackson                         Margaret J. Kays
Assistant Secretary IK                  Vice President, Human Resources I
SecretaryPF

Julie Hunsinger
Vice President and Chief ActuaryI

Howard L. Graham                        Don R. Philpot
Vice President, Corporate Services IK   Vice President, Agency I

Raymond L. Carr                         N. Douglas Hippe
Vice President,                         Vice President, Accounting I
Administrative Operations and
Computer Services I

Robert M. Hardy, Jr.                         Rick Calvert
Vice President and General Counsel IK        Vice President P
Vice President, Legal F

Michael F. Dudgeon, Jr.
Vice President, Financial Services I
Vice President F

William H. Keller, M.D.
Medical Director I

Ernst & Young
Independent Auditor IK

I Investors Heritage Life Insurance Company
F Investors Heritage Financial Services Group, Inc.
K Kentucky Investors, Inc.
P Investors Heritage Printing, Inc.



KENTUCKY INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 and 1997
ASSETS                             1998           1997

     INVESTMENTS
          Securities available-for-sale, at fair value:
               Fixed maturities
      (amortized cost:
      1998-$181,886,791;
      1997-$164,680,115)      $193,911,467        $171,782,911
               Equity securities
      (cost: 1998-$913,714;
      1997-$912,465)             3,378,471           3,169,376
          Mortgage loans on
            real estate         16,189,127          13,734,791
          Policy loans           7,203,344           6,976,601
          Other long-term
             investment            488,828             453,106
          Short-term investments 1,200,970           1,361,165
                              ____________        ____________
          Total investments   $222,372,207        $197,477,950

     Cash and cash equivalents   2,514,371           2,939,453
     Accrued investment income   3,098,930           2,905,504
     Due and deferred premiums   4,129,967           4,014,177
     Deferred acquisition costs 27,288,684          27,225,643
     Leased property under
       capital leases              404,877                -0-
     Property and equipment      1,604,618          1,748,579
     Goodwill                    2,088,642          1,966,843
     Other assets                1,510,848          1,649,596
     Amounts recoverable from
        reinsurers              23,355,631         16,944,617


                              ____________       ____________
                              $288,368,775       $256,872,362
                              ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY

     LIABILITIES
          Policy liabilities:
               Benefit reserves $207,115,725      $189,398,071
          Unearned premium reserves
                                  20,069,565        14,460,410
               Policy claims       2,086,316         2,256,654
               Other policyholders' funds:
                    Dividend & endowment accumulations
                                   1,053,972         1,030,218
                    Reserves for dividends & endowments & other
                                     784,630           887,768
                                   ____________   ____________
                          Total policy liabilities
                                $231,110,208      $208,033,121
          Federal income taxes     8,122,499         5,574,113
          Obligations under
            capital leases           407,462               -0-
          Other liabilities        4,032,569         3,936,137
                                ____________      ____________
                          Total liabilities
                                $243,672,738      $217,543,371
                                ____________      ____________

     MINORITY INTEREST IN SUBSIDIARY
                                $ 12,471,302     $  11,242,171
                                ____________      ____________

     STOCKHOLDERS' EQUITY
          Common stock (shares issued:
     1998-848,116; 1997-836,895)
                                $    848,116     $     836,895
          Paid-in surplus          3,442,248         3,384,061
     Accumulated other comprehensive income
                                   6,392,746         4,043,101
          Retained earnings       21,541,625        19,822,763
                                  __________        __________
                          Total stockholders' equity
                                $ 32,224,735     $  28,086,820
                                ____________      ____________
                                $288,368,775     $ 256,872,362
                                ============     =============

See notes to consolidated financial statements.


KENTUCKY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996


                    1998            1997           1996


REVENUES
     Premiums and other considerations
                    $42,638,289    $39,129,106    $ 36,354,025
     Investment income, net of expenses
                     14,167,232     12,972,322      11,528,961
     Realized gain (loss) on investments, net
                        126,179        (33,794)       (488,126)
     Other income       776,612        639,248         566,804
                    ___________    ___________    ____________
     Total revenue  $57,708,312    $52,706,882    $ 47,961,664
                    ___________    ___________    ____________

BENEFITS AND EXPENSES
     Death and other benefits $20,767,497    $19,218,783    $19,134,559
     Guaranteed annual
          endowments              800,041        835,220        867,200
     Dividends to policyholders   626,325        743,582        647,279
     Increase in benefit reserves and
          unearned premiums    18,400,657     16,112,923     12,587,751
     Acquisition costs deferred(7,006,366)    (6,862,085)    (6,139,949)
     Amortization of deferred acquisition costs
                                6,497,263      6,946,659      6,904,477
     Commissions                5,231,882      4,702,676      4,382,830
     Other insurance expenses   8,380,727      8,165,730      7,935,471
                              ___________    ___________    ___________
          Total benefits and expenses
                              $53,698,026    $49,863,488    $46,319,618
                              ___________    ___________    ___________

Income from operations before
     Federal Income Tax and minority
     interest in net income of subsidiary
                              $  4,010,286   $  2,843,394   $  1,642,046
                              ___________    ___________    ___________

     Provision for income taxes
          Current             $    362,000   $    497,000  $    437,000
          Deferred                 952,000        264,000      (360,000)
                              ____________   ____________    __________
                              $  1,314,000   $    761,000  $     77,000
                              ____________   ____________    __________

Income from operations before
     minority interest in net income
     of subsidiary            $  2,696,286   $  2,082,394   $  1,565,046

MINORITY INTEREST IN NET INCOME
     OF SUBSIDIARY                 721,149        559,842        418,427
                              ____________   ____________    ___________

Net Income                    $  1,975,137   $  1,522,552   $  1,146,619
                              ============   ============   ============

Earnings Per Share            $       2.34   $       1.84   $       1.41
                              ============   ============   ============





See notes to consolidated financial statements.

<TABLE>

KENTUCKY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996

<CAPTION>

                         ACCUMULATED
                         OTHER               TOTAL
     COMMON    PAID-IN   COMPREHENSIVE       RETAINED       STOCKHOLDERS'
     STOCK     SURPLUS   INCOME              EARNINGS       EQUITY
     ________  ________  _____________       _________      _____________

<S>  <C>       <C>            <C>            <C>            <C>
BALANCE, JANUARY 1, 1996
     $811,128  $3,374,704     $2,916,509     $17,539,199    $24,641,540

     Comprehensive Income:
          Net Income
                                               1,146,619      1,146,619
          Change in net unrealized appreciation
               on available-for-sale securities
                              (1,406,284)                    (1,406,284)
                    Total Comprehensive Income                 (259,665)
     Cash Dividend                               (344,611)     (344,611)
     Issuance of common stock, net
        9,347        (89)                         111,251       120,509
     ________  __________     ___________     ___________   ___________

BALANCE, DECEMBER 31, 1996
     $820,475  $3,374,615     $1,510,225      $18,452,458   $24,157,773

     Comprehensive Income:
          Net Income                            1,522,552     1,522,552
          Change in net unrealized appreciation
               on available-for-sale securities
                                2,532,876                     2,532,876
                    Total Comprehensive Income                4,055,428
     Cash Dividend                               (349,285)     (349,285)
     Issuance of common stock, net
       16,420       9,446                         197,038      222,904
     ________  __________     ___________     ___________  ___________

BALANCE, DECEMBER 31, 1997
     $836,895  $3,384,061     $4,043,101      $19,822,763  $28,086,820

     Comprehensive Income:
          Net Income                            1,975,137    1,975,137
          Change in net unrealized appreciation
               on available-for-sale securities
                               2,349,645                     2,349,645
                    Total Comprehensive Income               4,324,782
     Cash Dividend                               (354,926)    (354,926)
     Issuance of common stock, net


       11,221      58,187                          98,651      168,059
     ________  __________     ___________       ___________  __________

BALANCE, DECEMBER 31, 1998
     $848,116  $3,442,248     $6,392,746      $21,541,625  $32,224,735
=============  ===========    ==========      ===========  ============





See notes to consolidated financial statements.

</TABLE>

KENTUCKY INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996


                                   1998           1997           1996
OPERATING ACTIVITIES
     Net Income               $    1,975,137 $   1,522,552  $   1,146,619
     Adjustments to reconcile net income
        to net cash provided by operating activities:
          Increase in Benefit Reserves
                                   25,220,661   22,663,249     18,302,594
          Change in Claims Liability
                                     (170,338)     662,113        (71,408)
          Change in Other Policyholder Funds
                                      (79,384)     (30,697)      (151,680)
          Amortization of Deferred Acquisition Costs
                                    6,497,263    6,946,659      6,904,477
          Policy Acquisition Costs Deferred
                                   (7,006,366)  (6,862,085)    (6,139,949)
          Realized Loss (Gain) on Investments
                                     (209,187)      33,794        488,126
          Increase in Accrued Investment Income
                                     (193,426)    (492,401)      (273,267)
          Change in Other Assets and Other Liabilities
                                      646,584      672,582        395,311
          Provision for Deferred Federal Income Taxes
                                      952,000      264,000       (360,000)
          Federal Income Tax            -0-            -0-       (250,438)
          Change in Due and Deferred Premiums
                                    (115,790)       66,306        633,574
          Net Adjustment for Premium and
               Discount on Investments
                                     269,283       206,299        256,456
          Depreciation and Other Amortization
                                     201,157       394,116        336,406
          Change in Minority Interest and Other
                                     487,559       468,090        321,608
          Change in Amounts Recoverable from Reinsurers
                                  (6,411,014)   (7,325,846)    (5,954,989)
                                   ____________  __________    __________



NET CASH PROVIDED BY OPERATING
    ACTIVITIES                  $ 22,064,139   $ 19,188,731   $ 15,583,440
                                ____________   ____________   ____________

INVESTING ACTIVITIES
     Securities available-for-sale:
          Purchases             $(30,462,168)  $(47,713,033)  $(46,706,125)
          Sales and Maturities    13,194,144     28,565,612     32,427,878
     Other Investments:
          Cost of Acquisition     (4,857,026)    (2,912,452)    (2,478,676)
          Sales and Maturities     2,300,420      2,482,421      1,651,805
     Net Additions to Property and Equipment
                                    (583,872)       (48,574)      (366,597)
                                 ____________   ___________    ___________
NET CASH USED BY INVESTING
    ACTIVITIES                  $(20,408,502)  $(19,626,026) $(15,471,715)
                                 ____________   __________     ___________

FINANCING ACTIVITIES
     Receipts from universal life policies credited to
          policyholder account balances
                                   $    4,356,590 $   6,074,832  $  4,949,560
     Return of policyholder account balances on
          universal life policies      (6,250,442)   (5,256,212)   (4,570,049)
     Issuances of Common Stock            168,059       222,904       120,509
     Dividends                           (354,926)     (349,285)     (344,611)
                                      ___________    ___________    ________
NET CASH PROVIDED (USED) BY FINANCING
    ACTIVITIES                     $   (2,080,719) $    692,239  $    155,409
                                      ___________   ____________ ____________
INCREASE (DECREASE) IN CASH
                                   $     (425,082) $    254,944  $    267,134
     Cash and cash equivalents at beginning of year
                                         2,939,453    2,684,509     2,417,375
                                   ______________  ___________  _____________
CASH AND CASH EQUIVALENTS  AT                                      
    END OF YEAR                    $     2,514,371 $  2,939,453  $   2,684,509
                                   ============== ============== =============

See notes to consolidated financial statements.


KENTUCKY INVESTORS, INC.

SELECTED FINANCIAL DATA
KENTUCKY INVESTORS, INC. AND SUBSIDIARIES
(000's omitted except for Earnings and Cash Dividends Per Share)

               1998           1997           1996           1995      1994

Total Revenue  $  57,708      $  52,707      $  47,962      $ 44,005  $ 46,656
Total Benefits & Expenses
                  53,698         49,863         46,320        43,191    44,039
Net Income         1,975          1,523          1,147           555     1,523
Earnings Per Share
                    2.34           1.84           1.41           .71      1.97
Total Assets     288,369        256,872        224,997       208,045   191,367


Total Liabilities
                 243,673        217,543        190,997       173,288   164,902
Debt                 407           -0-             -0-           -0-       -0-
Cash Dividends
Per Share            .38           .38            .38            .38       .37

REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Kentucky Investors, Inc.


     We  have  audited  the  accompanying consolidated balance sheets of
Kentucky Investors, Inc. and subsidiaries as of December  31,  1998  and 1997,
and  the related consolidated statements of income, stockholders'  equity, and
cash flows for each of the three years in the  period  ended December 31, 1998.
These financial statements are the responsibility of the  Company's management.
Our responsibility is to express an opinion on these financial statements 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 financial statements referred to above  present fairly,
in all material respects, the consolidated financial position of Kentucky
Investors, Inc. and subsidiaries at December 31, 1998 and 1997, and  the
consolidated  results of their operations and their cash flows for each of the
three years in the period ended December  31,  1998,  in conformity with
generally accepted accounting principles.

/s/
Ernst & Young LLP
Louisville, Kentucky
March 24, 1999

Investors Heritage Life Insurance Company

SELECTED FINANCIAL DATA
INVESTORS HERITAGE LIFE INSURANCE COMPANY AND SUBSIDIARY
(000's omitted except for Earnings and Cash Dividends Per Share)

               1998           1997           1996           1995      1994

Premiums       $  42,638 $  39,129      $  36,354      $ 33,061       $  36,444
Net Investment Income
                  14,264    13,083         11,654        10,815          10,011
Net Income         2,766     2,127          1,602           917           2,401
Earnings Per Share
                    3.06      2.36           1.78          1.02            2.66


Total Assets     289,825   258,654        227,140       210,490         194,262
Policy Reserves
                 227,185   203,858        180,377       161,695         155,179
Debt                 407       -0-            -0-           -0-             -0-
Cash Dividends Per Share
                     .76       .76            .76           .76            .74

REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholders
Investors Heritage Life Insurance Company


     We  have  audited  the  accompanying consolidated balance sheets of
Investors Heritage Life Insurance Company and subsidiary as of  December 31,
1998  and  1997, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in  the period
ended  December  31,  1998.   These financial statements are the responsibility
of the Company's management.   Our responsibility  is  to express an opinion on
these financial statements 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 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Investors
Heritage Life Insurance Company and subsidiary at December 31, 1998 and 1997,
and the consolidated  results  of  their  operations  and their  cash  flows
for  each  of  the  three  years in the period ended December 31, 1998, in
conformity  with  generally  accepted  accounting principles.

/s/
Ernst & Young LLP
Louisville, Kentucky
March 24, 1999

Investors Heritage Life Insurance Company
CONSOLIDATED  BALANCE SHEETS
DECEMBER 31, 1998 and 1997

ASSETS                                  1998                1997

     INVESTMENTS
          Securities available-for-sale, at fair value:
               Fixed maturities (amortized cost:
      1998-$181,886,791;
      1997-$164,680,115)           $193,911,467        $171,782,911
               Equity securities (cost: 1998
     and 1997-$912,458)               3,377,213           3,169,370
          Mortgage loans on


             real estate             16,189,127          13,734,791
          Policy loans                7,203,344           6,976,601
          Other long-term investments   437,221             403,106
          Short-term investments      1,170,970           1,211,165
                                   ____________        ____________

                                   $222,289,342        $197,277,944
          Investments in affiliates   1,837,510           1,975,382
          Contractual obligations of
             affiliate                  431,035             538,794
                                   ____________        ____________

               Total investments   $224,557,887        $199,792,120

     Cash and cash equivalents        2,461,887           2,902,587
     Accrued investment income        3,097,421           2,904,861
     Due and deferred premiums        4,129,967           4,014,177
     Deferred acquisition costs      27,288,684          27,225,643
     Leased property under capital
          leases                        404,877                 -0-
     Property and equipment           1,566,117           1,703,387
     Goodwill                         1,508,780           1,574,381
     Other assets                     1,453,280           1,592,539
     Amounts recoverable from
          reinsurers                 23,355,631          16,944,617
                                   ____________        ____________

                                   $289,824,531        $258,654,312
                                   ============        ============


LIABILITIES AND STOCKHOLDERS' EQUITY

     LIABILITIES
          Policy liabilities:
               Benefit reserves    $207,115,725        $189,398,071
               Unearned premium
                  reserves           20,069,565          14,460,410
               Policy claims          2,086,316           2,256,654
               Other policyholders' funds:
                    Dividend & endowment accumulations
                                      1,053,972           1,030,218
                    Reserves for dividends & endowments & other
                                        784,630             887,768
                                   ____________        ____________

                    Total policy
                       liabilities $231,110,208        $208,033,121
          Federal income taxes        6,487,085           4,043,087
          Obligations under capital
               leases                   407,462                 -0-
          Other liabilities           3,983,860           3,874,424
                                   ____________        ____________

               Total liabilities   $241,988,615        $215,950,632
                                   ____________        ____________

     STOCKHOLDERS' EQUITY
          Common stock (shares issued:


      1998-904,373; 1997-905,611)  $  1,447,797        $  1,449,778
     Paid-in surplus                  3,777,101           3,776,625
          Accumulated other comprehensive
     income                           8,594,131           5,502,914
          Retained earnings          34,016,887          31,974,363
                                   ____________        ____________

             Total stockholders' equity
                                   $ 47,835,916        $ 42,703,680
                                   ____________        ____________

                                   $289,824,531        $ 58,654,312
                                   =============       ============

See notes to consolidated financial statements.

Investors Heritage Life Insurance Company

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996


                              1998      1997           1996
REVENUES
     Premiums and other
      considerations     $42,638,289    $39,129,106    $36,354,025
     Investment income, net
      of expenses         14,264,246     13,083,006     11,653,732
     Realized gain (loss)
     on investments, net     209,186        (19,346)      (489,685)
     Other income           349,310         304,280        261,524
                         ___________    ___________    ___________
          Total revenue  $57,461,031    $52,497,046    $47,779,596
                         ___________    ___________    ___________

BENEFITS AND EXPENSES
     Death and other
        benefits         $20,767,497     $19,218,783    $19,134,559
     Guaranteed annual
      endowments             800,041         835,220        867,200
     Dividends to
       policyholders         626,325         743,582        647,279
     Increase in benefit reserves and
          unearned
           premiums       18,400,657      16,112,923     12,587,751
     Acquisition costs
        deferred          (7,006,366)     (6,862,085)    (6,139,949)
     Amortization of deferred
      acquisition costs    6,497,263       6,946,659      6,904,477
     Commissions           5,231,882       4,702,676      4,382,830
     Other insurance
       expenses            8,283,634       8,096,713      7,839,875
                         ___________     ___________    ___________
          Total benefits
          and expenses   $53,600,933     $49,794,471    $46,224,022
                         ___________     ___________    ___________

Income from operations before


     Federal Income Tax $  3,860,098    $  2,702,575   $  1,555,574
                         ___________     ___________    ___________

     Provision for income taxes
          Current       $    247,000    $    384,000   $    360,000
          Deferred           847,000         192,000       (406,000)
                         ___________     ___________    ___________
                        $  1,094,000    $    576,000   $    (46,000)
                         ___________     ___________    ___________



Net Income               $  2,766,098   $  2,126,575   $  1,601,574
                         ============   ============   ============

Earnings Per Share       $       3.06   $       2.36   $       1.78
                         ============   ============   ============





See notes to consolidated financial statements.

<TABLE>
Investors Heritage Life Insurance Company

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996

<CAPTION>

                                   ACCUMULATED
                                   OTHER                            TOTAL
          COMMON    PAID-IN        COMPREHENSIVE       RETAINED    STOCKHOLDERS'
          STOCK     SURPLUS        INCOME              EARNINGS     EQUITY
          ________  ________       _____________       __________    ___________

<S>       <C>            <C>            <C>            <C>          <C>
BALANCE, JANUARY 1, 1996
          $1,441,797     $3,776,427     $3,948,035     $29,493,727  $38,659,986

     Comprehensive Income:
          Net Income                                     1,601,574    1,601,574
          Change in net unrealized appreciation
               on available-for-sale securities
                                       (1,903,816)                   (1,903,816)
                    Total Comprehensive Income                         (302,242)
     Cash Dividend                                       (684,442)     (684,442)
     Net cost of common stock
          sold (purchased)
                (79)           198                         (1,393)       (1,274)
          __________     __________     ___________    ___________    __________

BALANCE, DECEMBER 31, 1996
          $1,441,718     $3,776,625     $2,044,219     $30,409,466  $37,672,028


     Comprehensive Income:
      Net Income                                         2,126,575    2,126,575
         Change in net unrealized appreciation
               on available-for-sale securities
                                        3,458,695                     3,458,695
                    Total Comprehensive Income                        5,585,270
     Cash Dividend                                        (684,580)    (684,580)
     Net cost of common stock sold
          8,060                                            122,902      130,962
     __________          __________     ___________    ___________    ___________

BALANCE, DECEMBER 31, 1997
     $1,449,778          $3,776,625     $5,502,914     $31,974,363  $42,703,680

     Comprehensive Income:
          Net Income                                     2,766,098    2,766,098
          Change in net unrealized appreciation
               on available-for-sale securities
                                          3,091,217                   3,091,217
                    Total Comprehensive Income                        5,857,315
     Cash Dividend                                        (687,745)    (687,745)
     Net cost of common stock
          sold (purchased)
         (1,981)                476                        (35,829)     (37,334)
     __________          __________     ___________    ___________    __________

BALANCE, DECEMBER 31, 1998
     $1,447,797          $3,777,101     $8,594,131     $34,016,887   $47,835,916
     ==========          ==========     ==========     ===========   ===========






See notes to consolidated financial statements.

</TABLE>



Investors Heritage Life Insurance Company

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 and 1996


                              1998           1997           1996
OPERATING ACTIVITIES
     Net Income               $    2,766,098 $    2,126,575 $    1,601,574
     Adjustments to reconcile net income
      to net cash provided by operating activities:


          Increase in Benefit
  Reserves                         25,220,661     22,663,249    18,302,594
          Change in Claims
            Liability                (170,338)       662,113       (71,408)
          Change in Other Policyholder
            Funds                     (79,384)       (30,697)     (151,680)
          Amortization of Deferred
             Acquisition Costs      6,497,263      6,946,659     6,904,477
          Policy Acquisition Costs
       Deferred                    (7,006,366)    (6,862,085)   (6,139,949)
          Realized Loss (Gain) on
            Investments              (209,187)        19,346       489,685
          Increase in Accrued
       Investment Income             (192,560)      (492,148)     (273,380)
          Change in Other Assets and
            Other Liabilities         656,157        688,876       378,800
          Provision for Deferred Federal
       Income Taxes                   847,000        192,000      (406,000)
          Federal Income Tax            4,554         (5,807)     (250,481)
          Change in Due and Deferred
            Premiums                 (115,790)        66,306       633,574
          Net Adjustment for Premium and
             Discount on Investments
                                      269,283        206,299       256,456
          Depreciation and Other Amortization
                                      381,866        348,513       313,192
          Change in Amounts Recoverable
           from Reinsurers         (6,411,014)    (7,325,846)   (5,954,989)
                                   ___________      _________    _________

NET CASH PROVIDED BY OPERATING
     ACTIVITIES                  $ 22,458,243   $ 19,203,353  $ 15,632,465
                                   __________     ___________  ___________

INVESTING ACTIVITIES
     Securities available-for-sale:
          Purchases              $(30,460,916)  $(47,713,033) $(46,706,125)
          Sales and Maturities     13,194,144     28,565,612    32,427,878
     Other Investments:
          Cost of Acquisition      (4,951,926)    (2,840,452)   (2,465,182)
          Sales and Maturities      2,522,558      2,818,049     2,054,548
     Net Additions to Property
       and Equipment                 (583,872)       (43,510)     (366,596)
                                   __________     __________    __________

NET CASH USED BY INVESTING
     ACTIVITIES                  $(20,280,012)  $(19,213,334) $(15,055,477)
                                 _____________  ____________  ____________

FINANCING ACTIVITIES
     Receipts from universal life policies
      credited to policyholder
           account balances    $  4,356,590       $   6,074,832  $   4,949,560
     Return of policyholder account
      balances on universal
           life policies         (6,250,442)         (5,256,212)    (4,570,049)
     Repurchase of Common Stock     (37,334)            130,962         (1,472)
     Dividends                     (687,745)           (684,580)      (684,442)


                                   _________           __________     _________

NET CASH PROVIDED (USED) BY FINANCING
     ACTIVITIES               $  (2,618,931)      $     265,002  $     (306,403)
                                ___________        ____________   ___________

INCREASE (DECREASE) IN CASH
                              $    (440,700)      $     255,021  $      270,585

Cash and cash equivalents at
      beginning of year           2,902,587           2,647,566       2,376,981
                               ____________         ___________   _____________

CASH AND CASH EQUIVALENTS  AT
     END OF YEAR              $   2,461,887       $   2,902,587  $    2,647,566
                              =============       =============  ==============


See notes to consolidated financial statements.

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

KENTUCKY INVESTORS, INC.

INVESTORS HERITAGE LIFE INSURANCE COMPANY

NOTE  A - Nature of Operations and Accounting Policies

Kentucky Investors, Inc. (Kentucky Investors) is the holding company of
Investors Heritage Life Insurance Company (Investors Heritage), Investors
Heritage Printing, Inc., a printing company and Investors Heritage Financial
Services Group, Inc., an insurance marketing company.  Ninety-nine percent of
Kentucky Investors operations are generated by Investors Heritage.

Investors Heritage's operations involve the sale and administration of various
insurance and annuity products, including, but not limited to, participating,
non-participating, whole life, limited pay, universal life, annuity contracts,
credit life, credit accident and health and group insurance policies.  The
principal markets for Investors Heritage products are in the Commonwealths of
Kentucky and Virginia, and the states of North Carolina, South Carolina, Ohio,
Indiana, Florida, Tennessee, Illinois, Georgia, West Virginia and Texas.

Basis of Presentation:  The accompanying consolidated financial statements of
Kentucky Investors, Inc. and subsidiaries and Investors Heritage Life Insurance
Company and subsidiary have been prepared in accordance with generally accepted
accounting principles (GAAP). Investors Heritage also submits financial
statements to insurance regulatory authorities based on statutory accounting
practices which differ from GAAP.

Principles of Consolidation:  The consolidated financial statements include the
majority-owned subsidiaries of Kentucky Investors which are Investors Heritage
Printing, Inc., Investors Heritage and its subsidiary, Investors Underwriters,
Inc., and Investors Heritage Financial Services Group, Inc.  In 1994 Kentucky
Investors formed Investors Heritage Financial Services Group, a wholly-owned
marketing company which markets a variety of products for a number of companies
as well as Investors Heritage's mortgage protection products to financial
institutions. Intercompany transactions are eliminated in the Kentucky Investors
consolidated financial statements.  The accompanying Investors Heritage
financial statements include intercompany transactions with Kentucky Investors
and other affiliates which are not eliminated.

Investments:  In accordance with Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", Kentucky Investors and Investors Heritage classify all fixed
maturities and equity securities as available-for-sale.  Under SFAS No. 115,
securities classified as available-for-sale are carried at fair value with
appreciation (depreciation) relating to temporary market value changes recorded
as an adjustment to other comprehensive income.

Premiums and discounts on fixed maturity investments are amortized into income
using the interest method.  Anticipated prepayments on mortgage-backed
securities are considered in the determination of the effective yield on such
securities.  If a difference arises between anticipated prepayments and actual
prepayments, the carrying value of the investment is adjusted with a
corresponding charge or credit to interest income.

Realized gains and losses on the sale of investments are determined based upon
the specific identification method and include provisions for other-than-
temporary impairments where appropriate.

Mortgage loans, policy loans and other long-term investments are carried at
unpaid balances.    Short term investments represent securities with maturity
dates within one year but exceeding three months.  These securities are carried
at amortized cost.

Cash equivalents include money market funds on deposit at various financial
institutions with contractual maturity dates within three months at the time of
purchase.

Deferred Acquisition Costs:  Commissions and other acquisition costs which vary
with and are primarily related to the production of new business are deferred
and amortized over the life of the related policies (refer to Revenues and
Expenses discussed later regarding amortization methods).  Recoverability of
deferred acquisition costs is evaluated annually by comparing the current
estimate of the present value of expected pretax future profits to the
unamortized asset balance.  If such current estimate is less than the existing
balance, the difference is charged to expense.

Property and Equipment:  Property and equipment is carried at cost less
accumulated depreciation, using principally the straight-line method.
Accumulated depreciation on property and equipment of Kentucky Investors was
$3,366,812 and $3,498,084 at December 31, 1998 and 1997, respectively.
Accumulated depreciation on property and equipment of Investors Heritage was
$3,275,397 and $3,407,860 at December 31, 1998 and 1997, respectively.

Capital Leases: During 1998 Investors Heritage acquired new computer equipment
through a three-year capital lease.  Lease payments for 1998 were $48,646.
Future minimum lease payments for 1999, 2000 and 2001 are $163,668, $163,668 and
$115,023, respectively.  The present value of net minimum lease payments at
December 31, 1998 was $407,462, which is equal to the total future minimum lease
payments of $442,359 less imputed interest of $34,897. Accumulated amortization
on the leased property was $43,603 at December 31, 1998.

Goodwill:  Goodwill for Investors Heritage is being amortized over forty years
using the straight-line method.  Accumulated amortization was $1,115,217 and
$1,049,616  at December 31, 1998 and 1997, respectively.

Benefit Reserves and Policyholder Deposits:  Reserves on traditional life and
accident and health insurance products are calculated using the net level
premium method based upon estimated future investment yields, mortality,
withdrawals and other assumptions, including dividends on participating
policies.  The assumptions used for prior year issues are locked in. Current
year issues are reserved for using updated assumptions determined by reviewing
the Company's past experience and includes a provision for possible unfavorable
deviation.

Benefit reserves and policyholder deposits on universal life  and investment-
type products are determined by using the retrospective deposit method and
represent the policy account value before consideration of surrender charges.
In addition, unearned revenues are included as a part of the benefit reserve.

The mortality assumptions for regular ordinary business are based on the 1955-60
Basic Table, Select and Ultimate, for plans issued prior to 1982, the 1965-70
Basic Table, Select and Ultimate, for plans issued in 1982 through 1984, the
1975-80 Basic Table, Select and Ultimate, for plans issued after 1984 and on the
Company's experience for final expense plans.

Reinsurance:  Kentucky Investors and Investors Heritage assume and cede
reinsurance under various agreements providing greater diversification of
business, allowing management to control exposure to potential losses arising
from large risks, and providing additional capacity for growth.  Amounts
recoverable from reinsurers are estimated in a manner consistent with the
related liabilities associated with the reinsured policies.  In accordance with
SFAS No. 113 reserves ceded to reinsurers of $22,616,183 and $15,998,475 at
December 31, 1998 and 1997, respectively, are shown gross on the balance sheets
of Kentucky Investors and Investors Heritage.

Unearned Premium Reserves:  Credit life unearned premium reserves are calculated
for level and reducing coverage using the monthly pro rata and Rule of 78's
methods, respectively.  Credit accident and health unearned premium reserves are
determined based upon the Rule of 78's.

Policy Claims:  Policy claims are based on known liabilities plus estimated
future liabilities developed from trends of historical data applied to current
exposure.

Other Policyholders' Funds:  Other policyholders' funds consist primarily of
dividends and endowments left on deposit at interest.  Participating business
approximates 7% of ordinary life insurance in force.  Participating dividends
are accrued as declared by the Board of Directors of Investors Heritage.  The
liability for future policy benefits for participating policies was determined
based on the Net Level Premium Reserve Method, 3% interest, and the 1941 CSO
Mortality and 1958 CSO Mortality tables.  All guaranteed benefits were
considered in calculating these reserves.  The average assumed investment yields
used in determining expected gross margins ranged from 3.56% to 9.17% (for the
current and all future years an assumed investment yield of 6.80% was utilized).
Unamortized acquisition costs associated with participating business are
amortized in proportion to expected gross margins.

Federal Income Taxes:  Kentucky Investors and Investors Heritage utilize the
liability method in accordance with FASB Statement 109 "Accounting for Incomes

Taxes" to account for income taxes.  Under such method, deferred tax assets and
liabilities are determined based on differences between the financial reporting
and the tax bases of assets and liabilities and are measured using the enacted
tax rates.

Revenues and Expenses:  Revenues on traditional life and accident and health
insurance products consist of direct and assumed premiums reported as earned
when due.  Liabilities for future policy benefits, including unearned premium
reserves on accident and health policies and unreleased profits on limited-pay
life policies, are provided and acquisition costs are amortized by associating
benefits and expenses with earned premiums to recognize related profits over the
life of the contracts.  Acquisition costs are amortized over the premium paying
period using the net level premium method.  Traditional life insurance products
are treated as long duration contracts since they are ordinary whole life
insurance  products which generally remain in force for the lifetime of the
insured.  The accident and health insurance products are treated as long
duration contracts because they are non-cancellable.

Revenues for universal life and investment-type products consist of investment
income and policy charges for the cost of insurance and policy initiation and
administrative fees.  Expenses include interest credited to policy account
balances, actual administrative expenses and benefit payments in excess of
policy account balances.

Deferred policy acquisition costs related to universal life and investment-type
products are amortized as a uniform percentage of each year's expected gross
profits, over the life of  the policies.  Amortization is unlocked for
significant changes in expected versus actual gross profits, including the
effects of realized gains or losses.

Common Stock and Earnings per Share:  The par value per share for Kentucky
Investors is $1.00 with 4,000,000 shares authorized (shares issued at December
31, 1998: 848,116; 1997: 836,895; and 1996: 820,475).  Earnings per share of
common stock were computed based on the weighted average number of common shares
outstanding during each year.  The number of common shares used in this
computation was 843,251 in 1998, 829,725 in 1997, and 813,754 in 1996.  Cash
dividends per share were $.38 in 1998, 1997, and 1996.

The stated value of Investors Heritage common stock was $1,447,797, $1,449,778,
and $1,441,718, at December 31, 1998, 1997 and 1996, respectively.  2,000,000
shares were authorized at December 31, 1998, 1997 and 1996 (shares issued at
December 31, 1998: 904,373; 1997: 905,611; and 1996: 900,574).  Earnings per
share of common stock were computed based on the weighted average number of
common shares outstanding during each year: 904,334 in 1998, 902,739 in 1997 and
900,508 in 1996.  Cash dividends per share were $.76 in 1998, 1997, and 1996.

Accumulated Other Comprehensive Income:  As of January 1, 1998 the Company
adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income". SFAS 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
this Statement had no impact on the Company's net income or stockholders'
equity.  SFAS 130 requires unrealized gains or losses on the Company's
available-for-sale securities, which prior to adoption were reported separately
in stockholders' equity, to be included in other comprehensive income. Prior
year financial statements have been reclassified to conform to this requirement.
The reclassification amounts (net of 34% tax) for the years ended December 31,
1998, 1997 and 1996 are summarized as follows:



                                 1998           1997           1996
     Net unrealized gain (loss) arising
       during period          $3,215,115     $3,426,479     $(2,435,429)
     Reclassification adjustment for net (gains)
       losses included in net income
                                (123,898)        32,216         531,613
                              __________     __________     __________
     Net unrealized gain (loss) on certain
       securities for Investors Heritage
                              $3,091,217     $3,458,695     $(1,903,816)
     Minority interest in other comprehensive
       income                   (741,572)      (925,819)        497,532
                              __________     __________     __________
     Net unrealized gain (loss) on certain
       securities for Kentucky Investors
                              $2,349,645     $2,532,876     $(1,406,284)
                              ==========     ==========     ===========


Reclassifications:  Certain prior year amounts have been reclassified to conform
to the 1998 presentations.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes.  Actual results could differ from those estimates.

NOTE  B - Investments

Investors  Heritage  limits  credit  risk  by emphasizing investment grade
securities and by diversifying its investment portfolio among government  and
corporate  bonds  and  mortgage loans.  Investors Heritage manages its fixed
income portfolio to diversify between and within  industry  sectors.  Mortgage
loans are issued at loan to value ratios not exceeding 80 percent.
Approximately $11,571,000 of the loans outstanding at December 31, 1998 were to
borrowers located in Kentucky.  All loans are secured by a first mortgage on the
property.

Investments in available-for-sale  securities are summarized as follows:

1998                                 Gross          Gross
                      Amortized      Unrealized     Unrealized     Fair
                      Cost           Gains          Losses         Value
                      _________      _________      _________      _________
Available-for-sale securities:
U.S. Government
  Obligations       $ 21,741,471   $ 1,509,437    $          -0-  $  23,250,908
States and Political
  Subdivisions         1,992,186        72,464               -0-      2,064,650
Corporate            105,089,331     7,586,323            42,515    112,633,139
Foreign               16,445,886     1,360,974               -0-     17,806,860
Mortgage-Backed
  Securities          36,617,917     1,537,993               -0-     38,155,910
                    ___________    ___________    ______________   ____________
Total Fixed Maturity
  Securities        $181,886,791   $12,067,191    $       42,515 $  193,911,467
Equity Securities        912,458     2,468,604             3,849      3,377,213
                    ___________    ___________     ______________ _____________


Total               $182,799,249   $14,535,795    $       46,364 $  197,288,680
                    ============   ===========    ============== ==============

1997                                   Gross          Gross
                        Amortized      Unrealized     Unrealized     Fair
                        Cost           Gains          Losses         Value
                        _________      _________      _________      _______

Available-for-sale securities:
U.S. Government
  Obligations       $  22,472,841  $1,060,540         $      -0- $  23,533,381
States and Political
  Subdivisions          1,990,527      40,043                -0-     2,030,570
Corporate              90,409,024   4,396,915                515    94,805,424
Foreign                14,680,336     733,064                -0-    15,413,400
Mortgage-Backed
  Securities           35,127,387     910,684              7,935    36,000,136
                    _____________   _________         __________  ____________
Total Fixed Maturity
  Securities        $164,680,115   $7,141,246        $    38,450  $171,782,911
Equity Securities        912,458    2,261,561              4,649     3,169,370
                    ____________   __________        ___________ _____________
Total               $165,592,573   $9,402,807        $    43,099  $174,952,281
                    ============   ==========        ===========  ============

In accordance with SFAS No. 115, net unrealized gains (losses) for investments
classified as available-for-sale are shown, net of the effect on deferred income
taxes and deferred policy acquisition costs assuming that the appreciation
(depreciation) had been realized.   A summary follows:

                                                    December 31
                                                1998           1997
                                             ___________    ____________
Net unrealized appreciation on
     available-for-sale securities           $14,489,431    $  9,359,708
     Adjustment to deferred acquisition costs (1,468,021)     (1,021,959)
     Deferred income taxes                    (4,427,279)     (2,834,835)
                                             ____________    ____________
Net unrealized appreciation on
     available-for-sale securities
       for Investors Heritage                $ 8,594,131    $  5,502,914
     Minority shareholders' interest          (2,201,385)     (1,459,813)
                                             ____________   ____________
Net unrealized appreciation on
     available-for-sale securities for
       Kentucky Investors                    $ 6,392,746    $  4,043,101
                                             ============   ============

The amortized cost and fair value of debt securities at December 31, 1998, by
contractual maturity, are presented below.  Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
                                           Available-for-Sale
                                          Amortized          Fair
                                          Cost               Value
                                        _____________  _____________
 
Due in one year or less                 $  10,552,763  $  10,670,368
Due after one year through five years      28,989,260     30,323,538


Due after five years through ten years     51,306,378     55,049,785
Due after ten years                        43,844,302     48,624,741
Due at multiple maturity dates             47,194,088     49,243,035
                                        ____________    ____________
Total                                   $181,886,791    $193,911,467
                                        ============    ============

Proceeds during 1998, 1997 and 1996 from sales and maturities of investments in
available-for-sale securities were $13,194,150, $28,565,510 and $32,427,878
respectively.  Gross gains of $162,746, $360,679 and $101,509 and gross losses
of $38,848, $392,895 and $633,122 were realized on those sales during 1998, 1997
and 1996, respectively.

Presented below is investment information for Investors Heritage, including the
accumulated and annual change in net unrealized investment gain or loss.
Additionally, the table below shows the annual change in net unrealized
investment gain (loss) and the amount of realized investment gain (loss) on debt
and equity securities for the years ended December 31, 1998, 1997 and 1996:
                                      1998           1997           1996
Change in unrealized
   investment gain (loss):
     Available-for-sale:
          Debt securities          $  4,921,880   $  5,167,977   $ (3,629,100)
          Equity securities             207,843        683,427        318,943
Realized investment gain (loss):
     Available-for-sale:
          Debt securities          $    123,892   $    (47,341)  $   (449,194)
          Equity securities                   6         15,125        (38,221)


Major categories of investment income for Investors Heritage are summarized as
follows:

                                 1998                1997          1996

Fixed maturities              $12,442,337         $11,329,773   $ 9,865,087
Mortgage loans on real estate   1,311,727           1,212,102     1,222,649
Other                           1,029,835             975,897       927,817
                               __________         ___________   ___________
                              $14,783,899         $13,517,772   $12,015,553

Investment expenses               519,653             434,766       361,821
                              ___________         ___________   ___________
                              $14,264,246         $13,083,006   $11,653,732
                              ===========         ===========   ===========

Investors Heritage is required to hold assets on deposit for the benefit of
policyholders in accordance with statutory rules and regulations.  At December
31, 1998 and 1997, these required deposits had book values of $23,571,493 and
$23,696,655, respectively.

NOTE  C - Fair Values of Financial Instruments

The following disclosure of the estimated fair values of financial instruments
is made in accordance with the requirements of SFAS No. 107, "Disclosures about
Fair Value of Financial Instruments".  The estimated fair value amounts have
been determined using available market information and appropriate valuation
methodologies.  However, considerable judgement was necessarily required to
interpret market data to develop these estimates.  Accordingly, the estimates
are not necessarily indicative of the amounts which could be realized in a
current market exchange.  The use of different market assumptions or estimation
methodologies may have a material effect on the fair value amounts.  The
following table relates solely to Investors Heritage.  Carrying values and fair
values for Kentucky Investors approximate those shown for Investors Heritage,
except for the investments in and obligations of affiliates recognized by
Investors Heritage which are eliminated for Kentucky Investors reporting.

                                             December 31
                              1998                          1997
Investors Heritage            Carrying       Fair           Carrying       Fair
                              Value          Value          Value          Value
  Assets:
  Fixed maturities       $193,911,467   $193,911,467   $171,782,911 $171,782,911
  Equity securities         3,377,213      3,377,213      3,169,370    3,169,370
  Mortgages on real estate:
   Commercial              15,010,785     16,971,064     12,939,239   13,929,217
   Residential              1,178,342      1,355,737        795,552      863,184
  Policy loans              7,203,344      7,203,344      6,976,601    6,976,601
  Other long-term
    investments               437,221        437,221        403,106      403,106
  Short-term investments    1,170,970      1,170,970      1,211,165    1,211,165
  Investments in affiliates 1,837,510      5,531,175      1,975,382    5,116,936
  Contractual obligations
      of affiliate            431,035        431,035        538,794      538,794
  Cash and cash equivalents 2,461,887      2,461,887      2,902,587    2,902,587
  Accrued investment income 3,097,421      3,097,421      2,904,861    2,904,861

Liabilities:

  Policyholder deposits
   (investment-type \
    contracts)           $ 56,519,216  $  52,220,665  $  55,303,701 $49,947,246
  Policy claims             2,086,316      2,086,316      2,256,654   2,256,654
    Obligations under capital
         leases               407,462        407,462             -0-       -0-

The following methods and assumptions were used in estimating the "fair value"
disclosures for financial instruments in the accompanying financial statements
and notes thereto:

Cash, cash equivalents, short-term investments, policy loans, accrued investment
income, other long term investments and contractual obligations of affiliates:
The carrying amounts reported for these financial instruments approximate their
fair values.

Fixed maturity, equity securities, and investments in affiliates:  The fair
values for fixed maturity, equity securities (including redeemable preferred
stocks) and investments in affiliates are based on quoted market prices.

Mortgage loans:  The fair values for mortgage loans are estimated using
discounted cash flow analyses, using the actual spot rate yield curve in effect
at December 31.

Investment-type contracts:  The fair values for the liabilities under
investment-type insurance contracts are calculated as surrender values on these
contracts.

Policy claims and obligations under capital leases:  The carrying amounts
reported for these liabilities approximate their fair value.

The fair values for insurance contracts other than investment contracts are not
required to be disclosed under SFAS No. 107.

NOTE  D - Investment in Affiliates/Contractual Obligation of Affiliate/Affiliate
Transactions

Investors Heritage's investment in the common stock of its parent, Kentucky
Investors, either directly or indirectly, was valued at December 31, 1998:
Cost: $1,837,510; Market: $5,531,175 and at December 31, 1997: Cost: $1,975,382;
Market: $5,116,936.  Additionally, Investors Heritage holds notes receivable
from Kentucky Investors with unpaid principal balances of $431,035 and $538,794
at December 31, 1998 and 1997, respectively, with variable interest rates and
due dates ranging from 2000 to 2004.  Kentucky Investors owns approximately 74%
of Investors Heritage.  Sales of Kentucky Investors common stock owned by
Investors Heritage are reported by Kentucky Investors as stock issuances.  The
consideration received from such sales is recorded by Kentucky Investors as
follows:  an adjustment to common stock at par value of securities sold, an
adjustment to retained earnings for the cost of securities sold in excess of par
value, and an adjustment to paid in surplus for the difference in consideration
received and cost of the securities paid by Investors Heritage.

Investors Heritage owns the home office real estate and leases the property to
its parent, Kentucky Investors and its subsidiaries. Lease payments made by
Kentucky Investors and its subsidiaries to Investors Heritage (and included in
its statement of income) during 1998, 1997 and 1996 were $13,298, $13,090 and
$13,395, respectively.  The carrying value of the home office real estate at
December 31, 1998 and 1997 was $1,079,426 and $1,130,844, respectively. The
effects of the lease are eliminated in Kentucky Investors statement of income.

NOTE  E - Federal Income Tax

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  Significant components
of the Company's deferred tax liabilities and assets as of December 31 are as
follows:

Investors Heritage                          1998           1997

     Deferred tax liabilities:
          Policy acquisition costs      $  7,541,000   $  7,393,000
          Net unrealized gain on
       available-for-sale securities       4,427,000      2,835,000
          Other                              453,000        348,000
                                        ____________   ____________

               Total deferred tax
                 liabilities            $ 12,421,000    $10,576,000

     Deferred tax assets:
          Benefit reserves              $  5,517,000    $ 6,116,000
          Other                              417,000        417,000
                                        ____________    ___________
               Total deferred tax
                  assets                $  5,934,000   $  6,533,000


                                        ____________   ____________

               Net deferred tax liabilities of
                  Investors Heritage    $  6,487,000   $  4,043,000

Kentucky Investors

     Deferred tax liability:
          Undistributed earnings
             in subsidiary                 1,635,000      1,531,000
                                        ____________     __________
               Net deferred tax liabilities of
                  Kentucky Investors    $  8,122,000   $  5,574,000
                                        ============   ============

Federal income taxes in the consolidated balance sheets include deferred taxes
and in 1998, taxes currently payable. In 1997, taxes recoverable of $91,000 is
included in other assets in the consolidated balance sheets.

The reconciliation of income tax attributable to operations computed at the
federal statutory tax rate to income tax expense is:

                                        1998           1997           1996

Statutory federal income tax rate       35.0%          35.0 %         35.0 %
Graduated tax rate                      (1.0)%         (1.0)%         (1.0)%
Small life insurance company deduction  (7.5)%         (16.5)%        (37.9)%
Dividend exclusion and tax-exempt income (.6)%         (1.0)%         (2.1)%
Increase (decrease) in valuation        ._             ._             (16.2)%
Alternative minimum taxes               1.4%           2.8 %          2.0 %
Purchase accounting differences.        .6%            .8 %           .5 %
Other, net                              .4%            1.2 %          16.8 %
                                        ______         ______         ______

     Effective income tax rate_
          Investors Heritage            28.3%          21.3 %         (2.9)%
Consolidating adjustments               4.5%           5.5 %          7.6%
                                        ______         ______         ______

     Effective income tax rate_
          Kentucky Investors            32.8%          26.8 %         4.7%
                                        =====          =====          ====

At December 31, 1998 approximately $4,000,000 of the retained earnings of
Investors Heritage represents earnings prior to 1984 which accumulated in an
account known as policyholders' surplus, which was not subject to income
taxation.  In certain circumstances, including if distributions are made to
stockholders in excess of approximately $27,000,000, Investors Heritage could be
subject to additional federal income tax unrelated to its normal taxable income.
No provision for such income tax has been made at December 31, 1998.

Kentucky Investors made income tax payments of $135,653, $131,757 and $65,693 in
1998, 1997 and 1996, respectively.  Investors Heritage made income tax payments
of $151,000, $385,000 and $620,000 in 1998, 1997 and 1996, respectively.

NOTE  F - Employee Benefit Plans

As of January 1, 1998 the Company adopted SFAS No. 132, "Employer's Disclosures
about Pensions and Other Postretirement Benefits", which revises prior
disclosure requirements. The following tables have been reclassified to conform
with SFAS No. 132.

Kentucky Investors and Investors Heritage participate in a noncontributory
retirement plan which covers substantially all employees.  Benefits are based on
years of service and the highest consecutive 60 months average earnings within
the last 120 months of credited service.  Benefits are funded based on
actuarially-determined amounts.

The following tables provide additional details for Kentucky Investors on a
consolidated basis.  Because the amounts for the unconsolidated parent company
and Investors Heritage Printing, Inc. are immaterial, they are not separately
presented.

                              1998           1997           1996
Change in benefit obligation:
     Benefit obligation at
       beginning of year      $5,662,063     $5,173,951     $  4,575,352
     Service cost                251,795        238,817          295,721
     Interest cost               430,739        382,866          343,151
     Actuarial (gain) loss        72,114        (71,167)          (1,456)
     Benefits paid              (404,779)       (62,404)         (38,817)
                              __________     __________     ___________

     Benefit obligation at
        end of year           $6,011,932     $5,662,063     $  5,173,951
                              __________     __________     ___________
Change in plan assets:
     Fair value of plan assets at
       beginning of year      $4,771,638     $4,057,709     $ 3,460,959
     Actual return on plan
          assets                 468,683        474,553         335,567
     Employer contribution       252,000        301,780         300,000
     Benefits paid              (404,779)       (62,404)        (38,817)
                              __________     __________     ___________
     Fair value of plan assets at
       end of year            $5,087,542     $4,771,638     $ 4,057,709
                              __________     __________     ___________

     Funded status            $ (924,390)    $ (890,425)    $(1,116,242)
     Unrecognized net actuarial
          loss                 1,065,329      1,115,533       1,133,852
     Unrecognized transition
          asset                 (102,430)      (136,574)       (170,717)
     Unrecognized prior service
        credit                  (196,573)      (231,676)             -0-
                              __________     __________     ___________
     Accrued pension cost     $ (158,064)    $ (143,142)    $  (153,107)
                              ==========     ==========     ===========

Components of net periodic benefit cost:
     Service cost             $  251,795    $   238,817    $    295,721
     Interest cost               430,739        382,866         343,151
     Expected return on plan
          assets                (468,683)      (474,553)       (335,567)


     Recognized net loss         122,318        213,931         120,443
     Amortization of prior service
        cost                     (35,103)       (35,103)            -0-
     Amortization of transition
        asset                    (34,144)       (34,143)       (34,144)
                               __________     __________     __________
     Net periodic benefit
          cost                $  266,922     $  291,815    $   389,604
                              ==========     ==========    ===========

The discount rate used in determining the actuarial present value of the
projected benefit obligation was 7.5%  for 1998 and 1997.  The rate of increase
in future compensation levels was 5% for 1998, 1997 and 1996.  The expected
long-term rate of return on plan assets was 9% in 1998, 1997 and 1996.  Plan
assets represent a deposit administration fund of Investors Heritage.

Kentucky Investors and Investors Heritage also sponsor a 401(k) defined
contribution plan.  Matching contributions to the plan expensed for 1998, 1997
and 1996 were $186,000, $171,000, and $156,000, respectively.

NOTE  G - Stockholders' Equity and Dividend Restrictions

Statutory restrictions limit the amount of dividends which may be paid by
Investors Heritage.  Generally, dividends during any year may not be paid,
without prior regulatory approval, in excess of the lessor of (a) 10 percent of
statutory stockholders' equity as of the preceding December 31, or (b) statutory
net income for the preceding year.  In addition, dividends are limited to the
amount of unassigned surplus reported for statutory purposes, which was
$9,375,173 at December 31, 1998.

NOTE  H - Statutory Accounting Practices

Investors Heritage's statutory-basis capital and surplus was $13,579,260 and
$13,700,023 at December 31, 1998 and 1997, respectively.  Statutory-basis net
income was $1,297,550, $1,294,586, and $1,422,626 for the years ended  December
31, 1998,  1997 and 1996, respectively.

Principle adjustments to statutory amounts to derive GAAP amounts include: a)
costs of acquiring new policies are deferred and amortized; b) benefit reserves
are calculated using more realistic investment, mortality and withdrawal
assumptions; c) deferred income taxes are provided; d) value of business
acquired and goodwill are established for acquired companies; and e) accounting
for certain investments in debt securities.

Investors Heritage is domiciled in the Commonwealth of Kentucky and prepares its
statutory-basis financial statements in accordance with accounting practices
prescribed or permitted by the Kentucky Department of Insurance (the
"Department").  Currently, "prescribed" statutory accounting practices are
interspersed throughout state insurance laws and regulations, as well as a
variety of publications of the National Association of Insurance Commissioners
("NAIC").  "Permitted" statutory accounting practices encompass all accounting
practices that are not prescribed; such practices may differ from state to
state, may differ from company to company within a state, and may change in the
future. In 1998, the NAIC adopted codified statutory accounting principles
("Codification"). Codification will likely change, to some extent, prescribed
statutory accounting practices and may result in changes to the accounting
practices that Investors Heritage uses to prepare its statutory-basis financial
statements. Codification will require adoption by the various states before it
becomes the prescribed statutory basis of accounting for insurance companies
domesticated within those states. Accordingly, before Codification becomes
effective for Investors Heritage, Kentucky must adopt Codification as the
prescribed basis of accounting on which domestic insurers must report their
statutory basis results to the Department. At this time it is anticipated that
Kentucky will adopt Codification. Management has not yet determined the impact
of Codification on Investors Heritage statutory basis financial statements.

During the Department's 1995 quadrennial examination of Investors Heritage,
previously permitted admitted assets were required to be written-down.  In 1998,
the home-office real estate, representing the sole remaining asset not yet fully
written-down to the prescribed value, was amortized in accordance with the
Department's write-down schedule by $475,646.  The remaining balance associated
with the home office real estate to be written-down during 1999 is $475,646.
These adjustments had no effect, other than requiring disclosure, on Kentucky
Investors or Investors Heritage's financial statements prepared in accordance
with generally accepted accounting principles.

NOTE  I - Segment and Reinsurance Data

Prior to 1998 segment data has been presented on an "industry approach" in
accordance with SFAS No. 14. SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", became effective for 1998 and superceded
SFAS No. 14. SFAS No. 131 requires a "management approach" (how management
internally evaluates the operating performance of its business units) in the
presentation of business segments. The segment data that follows has been
prepared in accordance with SFAS No. 131. Previously reported information has
been restated to comply with the new requirements.


Investors Heritage operates in four segments as shown in the following table.
All segments  include both individual and group insurance.  Identifiable
revenues, expenses and assets are assigned directly to the applicable segment.
Net investment income and invested assets are generally allocated to the
insurance and the corporate segments in proportion to policy liabilities and
stockholders' equity, respectively.  Certain assets, such as property and
equipment and investments in affiliates, are assigned to the Corporate segment.
Goodwill has been allocated to the insurance lines based upon the mix of
business of companies acquired.  Corporate segment results for the parent
company, Investors Heritage Printing, Inc., and Investors Heritage Financial
Services Group are immaterial, after elimination of intercompany amounts, and
are not presented.

                                           1998      1997      1996
                                                (000's omitted)
Revenue:
     Preneed & Burial Products          $  41,319 $  36,995 $  33,213
     Traditional & Universal Life
          Products                         14,146    13,950    13,454
     Credit Insurance Products &
        Administrative Services               307       152      (330)
     Corporate & other                      1,689     1,400     1,443
                                        _________ _________ _________
                                        $  57,461 $  52,497  $ 47,780
                                        ========= ========= =========
Pre-Tax Income from Operations:
     Preneed & Burial Products          $   2,686 $   2,524  $    913
     Traditional & Universal Life
        Products                            1,236       852     1,528


     Credit Insurance Products &
        Administrative Services              (395)     (666)     (579)
     Corporate & other                        333        (7)     (306)
                                        _________  ________ _________
                                        $   3,860 $   2,703 $   1,556
                                        ========= ========= =========
Assets:
     Preneed & Burial Products          $ 139,993  $123,111  $104,708
     Traditional & Universal Life
          Products                         75,168    72,586    69,600
     Credit Insurance Products &
        Administrative Services            21,987    15,385     9,724
     Corporate & other                     52,677    47,572    43,108
                                         ________  ________  ________
                                         $289,825  $258,654  $227,140
                                         ========  ========  ========
Amortization and Depreciation Expense:
     Preneed & Burial Products           $  4,056  $  4,361  $  4,328
     Traditional & Universal Life
          Products                          2,249     1,951     1,281
     Credit Insurance Products &
        Administrative Services               149       460     1,216
     Corporate & other                        425       523       393
                                         ________  ________  _________
                                         $  6,879  $  7,295  $   7,218
                                         ========  ========  =========

Investors Heritage ceded 100% of the risks associated with its credit life and
accident insurance written during 1998, 1997 and 1996 through coinsurance
agreements with various companies.  Investors Heritage administers the ceded
credit life and accident insurance for an agreed-upon fee.  During 1998, 1997
and 1996, Investors Heritage received $612,081, $505,400 and $410,062,
respectively, of fee income associated with these reinsurance arrangements.
Ceded benefit and claim reserves associated with these reinsurance arrangements
at December 31, 1998 and 1997 were $17,310,827 and $11,460,482, respectively.
Additionally, Investors Heritage utilizes yearly renewable term reinsurance to
cede life insurance coverage in excess of its retention limit which has been set
at $100,000.  Total premiums ceded amounted to $18,123,000, $14,468,000 and
$9,978,000 in 1998, 1997 and 1996, respectively and commissions and expense
allowances received were $10,900,000, $8,657,000 and $5,795,000  in 1998, 1997
and 1996, respectively.  Unearned premium reserves were reduced by $19,859,000
and $13,785,000 at December 31, 1998 and 1997, respectively, for credit-related
reinsurance transactions.  Benefit recoveries associated with Investors Heritage
ceded reinsurance contracts were $2,403,000, $1,956,000 and $1,421,000 in 1998,
1997 and 1996, respectively.  Investors Heritage remains contingently liable on
all ceded insurance should any reinsurer be unable to meet their obligations.
Assumed reinsurance premiums were $2,787,000, $2,855,000 and $3,734,000 in 1998,
1997 and 1996, respectively.

NOTE  J - Contingent Liabilities

Investors Heritage is named as a defendant in a number of legal actions arising
primarily from claims made under insurance policies.  Management and its legal
counsel are of the opinion that the settlement of those actions will not have a
material adverse effect on Investors Heritage's financial position or results of
operations.

In most of the states in which Investors Heritage is licensed to do business,
guaranty fund assessments may be taken as a credit against premium taxes over a
five year period.  These assessments, brought about by the insolvency of life
and health insurers, are levied at the discretion of the various state guaranty
fund associations to cover association obligations.  There has been a
significant increase in recent years of guaranty fund assessments.  There is no
reasonable way to determine if the assessments will increase or decrease in the
future, but management is of the opinion that the effect would not be material
on the financial position or results of operations of either Investors Heritage
or Kentucky Investors because of the use of premium tax off-sets.

Stock Information

Stock Prices

OTC Bulletin Board MARKET QUOTATIONS

Investors Heritage Life Insurance Company

1998 MARKET PRICE RANGE
     March               June           Sept.               Dec.
     26 - 26 1/2         26 1/2 - 28         26 - 28             25 - 26 1/2

     1998 Annual Dividend Per Share - $.76

1997 MARKET PRICE RANGE
     March               June           Sept.               Dec.
     26 - 28             26 - 29             26 - 29             26 1/2 - 29

     1997 Annual Dividend Per Share - $.76

Kentucky Investors

1998 MARKET PRICE RANGE
     March               June           Sept.               Dec.
     16 - 16-3/4         17 - 20             20 - 20-1/2         18 - 20

     1998 Annual Dividend Per Share - $.38

1997 MARKET PRICE RANGE
     March               June           Sept.               Dec.
     13 1/2  - 14 1/4    13 3/4  - 14 5/8    14 3/4 - 15 3/4     16 - 16 1/2

     1997 Annual Dividend Per Share - $.38

The stock of both companies is quoted on the OTC Bulletin Board.  The quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commission,
and may not represent actual transactions.  The symbol for Investors Heritage
Life is INLF and the symbol for Kentucky Investors is KINV.

The 1999 cash dividend to be paid to its stockholders by Investors Heritage Life
on April 9, 1999 is $.76 per share, and the cash dividend to be paid on the same
date to its shareholders by Kentucky Investors is $.38 per share.

ANNUAL MEETING

The 1999 meeting of shareholders of Investors Heritage Life Insurance Company is
scheduled for 10 a.m. on Thursday, May 13, 1999, at the company auditorium,


Second and Shelby Streets, Frankfort, Kentucky.  The annual meeting of
shareholders of Kentucky Investors, Inc., is scheduled for the same date and
location at 11 a.m.

FORM 10-K

A copy of the Form 10-K Annual Report to the Securities and Exchange Commission
for either Company can be obtained upon request to the Secretary of that
company.

TRANSFER AGENT

Investors Heritage Life Insurance Company
Stock Transfer Department
P.O. Box 717
Frankfort, Kentucky 40602

(502) 223-2364 - EXT. 305