SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                         ______________________________

                                   FORM 10-QSB


[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                        COMMISSION FILE NUMBER 333-72371

                         KENTUCKY NATIONAL BANCORP, INC.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as specified in its Charter)


               INDIANA                                   61-1345603
---------------------------------------------  ---------------------------------
(State or other jurisdiction of organization)  (IRS Employer Identification No.)



1000 NORTH DIXIE AVENUE, ELIZABETHTOWN, KENTUCKY       42701
------------------------------------------------     ----------
(Address of principal executive offices)             (Zip code)

Issuer'L/F telephone number, including area code: (270)737-6000
                                                  -------------

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

           X   Yes                        No
          ---                        ---

     As of March 31,  2002,  there  were  251,400  shares of the  Registrant'L/F
common stock, par value $.01 per share, outstanding.


     Transitional Small Business Issuer Disclosure Format (check one):

               Yes                     X   No
           ---                        ---

                                       1
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

                             ELIZABETHTOWN, KENTUCKY


                                      INDEX

                                                                            PAGE
                                                                            ----
PART I.
-------

FINANCIAL INFORMATION

Item 1.

Consolidated Statements of Condition as of March 31, 2002
   and December 31, 2001 (Unaudited)                                         3

Consolidated Statements of Income - (Unaudited) for the
   three months ended March 31, 2002 and 2001                                4

Consolidated Statements of Cash Flows - (Unaudited)
   for the three months ended March 31, 2002 and 2001                        5

Notes to Consolidated Financial Statements (Unaudited)                       7


Item 2.

Management's Discussion and Analysis of Financial
     Condition and Results of Operations                                     11


PART II.
-------

OTHER INFORMATION

Item 4.               Submission of Matters to a Vote of
                         Security Holders                                    15

Item 6.               Exhibits and Reports on Form 8-K                       15

Signatures                                                                   16


                                       2
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CONDITION
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                           MARCH 31,             DECEMBER 31,
                                                                          -----------            ------------
                                                                             2002                    2001
                                                                          -----------            ------------
<S>                                                                       <C>                     <C>
ASSETS

Cash and due from banks                                                   $ 1,983,552             $ 2,211,755
Federal funds sold                                                                 --                 788,000
Investment securities available-for-sale                                    4,474,267               3,540,810
Federal Home Loan Bank Stock, at cost                                         359,700                 355,800
Federal Reserve Stock, at cost                                                176,650                 176,650
Loans held for sale                                                           370,677               1,370,740
Loans, net                                                                 67,931,876              64,589,393
Premises and equipment, net                                                 3,009,819               3,031,510
Foreclosed assets                                                              83,929                      --
Accrued interest receivable and other assets                                  831,608                 858,240
                                                                          -----------             -----------

     Total assets                                                         $79,222,078             $76,922,898
                                                                          ===========             ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Deposits                                                                $61,400,237             $60,186,450
  Federal funds purchased                                                   1,328,000                      --
  Federal Home Loan Bank advances                                           7,000,000               7,000,000
  Obligations under capital leases                                          2,098,708               2,110,760
  Accrued interest payable and other
    liabilities                                                               518,483                 917,778
                                                                          -----------             -----------

     Total liabilities                                                     72,345,428              70,214,988
                                                                          -----------             -----------
Commitments and contingent liabilities                                             --                      --
                                                                          -----------             -----------
Stockholders' equity:
  Preferred stock, $.01 par value;
    authorized 1,000,000 shares                                                    --                      --
  Common stock, $.01 par value:
    authorized, 5,000,000 shares; issued and
    outstanding, 251,400 and 248,920 shares
    at March 31, 2002 and December 31, 2001,
    respectively                                                                2,514                   2,489
  Surplus                                                                   5,604,478               5,534,703
  Retained earnings                                                         1,281,880               1,138,946
  Accumulated other comprehensive
    income                                                                    (12,222)                 31,772
                                                                          -----------             -----------
     Total stockholders' equity                                             6,876,650               6,707,910
                                                                          -----------             -----------
     Total liabilities and stockholders'
       equity                                                             $79,222,078             $76,922,898
                                                                          ===========             ===========
</TABLE>
                 See notes to consolidated financial statements.

                                       3
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                              ------------------------------------
                                                                 2002                      2001
                                                              ----------                ----------
<S>                                                           <C>                       <C>
Interest income:
  Loans, including fees                                       $1,444,180                $1,445,530
  Securities                                                      51,967                    49,250
  Federal funds sold and other income                              8,249                    28,564
                                                              ----------                ----------
     Total interest income                                     1,504,396                 1,523,344
                                                              ----------                ----------
Interest expense:
  Deposit accounts                                               392,005                   569,023
  Certificates of deposit over $100,000                          175,931                   262,491
  Interest expense - federal funds                                 1,796                        --
  Interest expense - FHLB advances                                74,471                    34,593
  Interest expense - capital lease                                59,085                    32,992
                                                              ----------                ----------
     Total interest expense                                      703,288                   899,099
                                                              ----------                ----------
     Net interest income                                         801,108                   624,245

Provision for loan losses                                         45,000                    45,300
                                                              ----------                ----------
     Net interest income after
       provision for loan losses                                 756,108                   578,945
                                                              ----------                ----------
Other income:
  Service charges and fees                                       102,360                    98,195
  Net gain on sale of loans                                       36,581                    18,607
  Other income                                                     9,236                    10,404
                                                              ----------                ----------
                                                                 148,177                   127,206
                                                              ----------                ----------
Other expenses:
  Salaries and employee benefits                                 353,759                   295,222
  Net occupancy expense                                           47,124                    36,998
  Advertising                                                     28,844                    23,586
  Data processing                                                 48,691                    46,330
  Postage, telephone and supplies                                 31,896                    34,019
  Bank franchise tax                                              20,430                    23,310
  Directors fees                                                  14,065                    15,376
  Equipment expense                                               41,827                    24,710
  Professional services                                           37,282                    35,903
  Other operating expenses                                        63,668                    57,773
                                                              ----------                ----------
                                                                 687,586                   593,227
                                                              ----------                ----------

Income before income taxes                                       216,699                   112,924
Income tax expense                                                73,765                    41,000
                                                              ----------                ----------
Net income                                                    $  142,934                $   71,924
                                                              ==========                ==========
Earnings per share
    Basic                                                     $     0.57                $     0.29
                                                              ==========                ==========
    Diluted                                                   $     0.57                $     0.29
                                                              ==========                ==========
</TABLE>

                 See notes to consolidated financial statements.

                                       4
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                    --------------------------
                                                        2002           2001
                                                    ----------      ----------
<S>                                                 <C>            <C>
Operating activities:
     Net income                                     $   142,934    $    71,924
     Adjustments to reconcile net income to net
              cash provided (used) by operating
              activities:
         FHLB stock dividend                             (3,900)        (5,100)
         Provision for loan losses                       45,000         45,300
         Provision for depreciation, amortization
           and accretion, net                            53,351         29,250
         Incentive stock option compensation              7,800          7,800
         Deferred tax                                   (23,334)        (9,100)
         Change in assets and liabilities:
              Loans held for sale                     1,000,063     (1,265,104)
              Accrued interest receivable
               and other assets                          72,629         38,510
              Accrued interest payable                 (337,295)        27,855
                                                    -----------    -----------
                  Net cash provided (used) by
                    operating activities                957,248     (1,058,665)
                                                    -----------    -----------
Investing activities:
     Purchase of available-for-sale securities       (2,507,957)           (78)
     Proceeds from maturities of available-for-
       sale securities                                1,507,843             --
     Proceeds from sale of foreclosed assets              8,151             --
     Net increase in loans                           (3,479,563)    (4,221,499)
     Purchases of premises and equipment                (31,660)       (43,598)
                                                    -----------    -----------
                  Net cash used in investing
                    activities                       (4,503,186)    (4,265,175)
                                                    -----------    -----------
Financing activities:
     Net increase in deposits                         1,213,787      2,812,116
     Net increase in Federal Home Loan advances              --      5,000,000
     Payments on capital lease obligations              (12,052)       (11,608)
     Net increase in Federal Funds Purchased          1,328,000             --
                                                    -----------    -----------
                  Net cash provided by financing
                    activities                        2,529,735      7,800,508
                                                    -----------    -----------
Net increase (decrease) in cash and cash
  equivalents                                        (1,016,203)     2,476,668

Cash and cash equivalents, beginning of period        2,999,755      1,878,759
                                                    -----------    -----------
Cash and cash equivalents, end of period            $ 1,983,552    $ 4,355,427
                                                    ===========    ===========
</TABLE>
                 See notes to consolidated financial statements.

                                       5
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                  ---------------------------
                                                     2002              2001
                                                  ----------       ----------
<S>                                               <C>              <C>
SUPPLEMENTAL DISCLOSURES:

Cash paid for interest                            $  771,913       $  866,605
                                                  ==========       ==========
Cash paid for income taxes                        $  329,878       $       --
                                                  ==========       ==========
NONCASH TRANSACTIONS:

Federal Home Loan Bank Stock dividend
   received                                       $    3,900       $    5,100
                                                  ==========       ==========
Total increase (decrease) in unrealized
   gain on securities available-for-sale          $  (66,657)      $   29,452
                                                  ==========       ==========
Loans transferred to foreclosed assets            $  114,030       $       --
                                                  ==========       ==========
Loans to facilitate the sale of
   foreclosed assets                              $   21,950       $       --
                                                  ==========       ==========
</TABLE>

NONCASH TRANSACTIONS:
During the three month  period ended March 31,  2002,  the Company  issued 2,480
shares of common stock in lieu of cash payment for accrued  directors'  fees for
the year ended  December 31, 2001 in the amount of $62,000 in accordance  with a
deferred compensation plan approved by the stockholders on April 25, 2000.


                                       6
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     The unaudited  consolidated  financial  statements  include the accounts of
     Kentucky National Bancorp, Inc., and its subsidiary Kentucky National Bank.
     All material intercompany balances and transactions have been eliminated in
     consolidation.

     The accompanying  unaudited consolidated financial statements were prepared
     in  accordance  with  instructions  for Form 10-QSB and  therefore,  do not
     include  all  disclosures  necessary  for a  complete  presentation  of the
     statement of financial condition, statement of income and statement of cash
     flows in conformity with generally accepted accounting principles. However,
     all adjustments (all of which are of a normal recurring  nature) which are,
     in the opinion of management,  necessary for the fair  presentation  of the
     interim  financial  statements have been included.  The statement of income
     for periods  presented is not  necessarily  indicative of the results which
     may be expected for the entire year.

2.   COMPREHENSIVE INCOME

     At  March  31,  2002 and  December  31,  2001,  the  Bank  held  securities
     classified as available-for-sale,  which have net unrealized gains (losses)
     of $(18,519) and $48,138, respectively. The before and after tax amount and
     tax expense  (benefit) of this component of  comprehensive  income at March
     31, 2002 and December 31, 2001 is summarized below:
<TABLE>
<CAPTION>
                                                                                    TAX
                                                              BEFORE              EXPENSE              AFTER
                                                                TAX              (BENEFIT)              TAX
                                                              ------             ---------             -----
     <S>                                                    <C>                 <C>                  <C>
     MARCH 31, 2002
       Unrealized holding losses                            $(66,657)           $(22,663)            $(43,994)
       Reclassification adjustment
         for gains included in net
         Income                                                   --                  --                   --
                                                            --------            --------             --------
                                                            $(66,657)           $(22,663)            $(43,994)
                                                            ========            ========             ========
     DECEMBER 31, 2001
       Unrealized holding gains                             $ 27,744            $  9,432             $ 18,312
       Reclassification adjustment
         for gains included in net
         income                                                   --                  --                   --
                                                            --------            --------             --------
                                                            $ 27,744            $  9,432             $ 18,312
                                                            ========            ========             ========
</TABLE>

3.   FEDERAL HOME LOAN BANK ADVANCES

     During 2000,  the Bank entered into a blanket  agreement  for advances with
     the Federal  Home Loan Bank  (FHLB).  The Bank had  $7,000,000  in advances
     outstanding at March 31, 2002 and December 31, 2001. Advances from FHLB are
     payable at maturity with interest  payable  monthly,  and are summarized as
     follows:


                                       7
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (UNAUDITED)

3.   FEDERAL HOME LOAN BANK ADVANCES, CONTINUED
<TABLE>
<CAPTION>
                                    INTEREST           MARCH 31,             DECEMBER 31,
                  MATURITY            RATE                2002                  2001
                  --------          --------           ---------             -----------
                  <S>               <C>                <C>                   <C>
                  12/14/02          2.63%              $2,000,000            $2,000,000
                  01/19/11          5.44%               2,000,000             2,000,000
                  01/24/11          4.60%               1,000,000             1,000,000
                  03/09/11          5.22%               1,000,000             1,000,000
                  03/14/11          4.22%               1,000,000             1,000,000
                                                       ----------            ----------
                                                       $7,000,000            $7,000,000
                                                       ==========            ==========
</TABLE>

     Mortgage  loans and all FHLB stock are pledged to the FHLB as collateral on
     advances.

4.   EARNINGS PER SHARE

     Earnings per share has been  determined  in accordance  with  Statements of
     Financial  Accounting Standards No. 128, "Earnings per Share." Earnings per
     common and common  equivalent share were computed by dividing net income by
     the weighted average number of shares of common stock outstanding.  Diluted
     earnings per share for the three months ended March 31, 2002 is  determined
     by dividing net income by the weighted  average  number of shares of common
     stock  outstanding plus the weighted average number of shares that would be
     issued upon exercise of the dilutive stock-based compensation plan assuming
     proceeds are used to purchase shares pursuant to the treasury stock method.

     The  following  data show the amounts used in computing  earnings per share
     (EPS) and the effect on income and the weighted average number of shares of
     dilutive potential common stock at March 31, 2002 and 2001.
<TABLE>
<CAPTION>
                                                                         MARCH 31,                 MARCH 31,
                                                                           2002                      2001
                                                                       -----------               -----------
<S>                                                                    <C>                       <C>
             Income  available to common stockholders used in
               basic and diluted  EPS                                  $  142,934                $    71,924
                                                                       ==========                ===========

             Weighted  average  number of common  shares  used in
               basic EPS                                                  249,747                    247,267
                                                                       ==========                ===========

             Effect of dilutive securities:
               stock-based compensation plan                                2,793                        683
                                                                       ==========                ===========

             Weighted   number  of  common  shares  and  dilutive
               potential common stock used in dilutive EPS                251,713                    247,950
                                                                       ==========                ===========
</TABLE>

                                       8
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (UNAUDITED)

5.   RECLASSIFICATIONS

     Certain  2001  amounts  have been  reclassified  to  conform  with the 2002
     presentation.

6.   INCOME TAXES

     The Company and the Bank file a consolidated income tax return. The Bank is
     charged or credited the amount equal to the income tax that would have been
     applicable on a separate return basis.

     The components of consolidated  income tax expense (benefit)  applicable to
     continuing  operations  for the three  months ended March 31, 2002 and 2001
     were as follows:
<TABLE>
<CAPTION>
                                                                         MARCH 31,               MARCH 31,
                                                                           2002                    2001
                                                                         ---------              ----------
                    <S>                                                  <C>                     <C>
                    Current                                              $ 97,100                $50,100
                    Deferred                                              (23,300)                (9,100)
                                                                         --------                -------
                                                                         $ 73,800                $41,000
                                                                         ========                =======
</TABLE>

     Deferred   income  tax  assets  net  of  deferred  tax   liabilities   were
     approximately  $212,100  and  $166,800 at March 31, 2002 and  December  31,
     2001,   respectively.   Such  amounts  are  included  in  accrued  interest
     receivable and other assets in the accompanying balance sheet. At March 31,
     2002 and December 31, 2001 deferred tax assets and liabilities are composed
     of the following:
<TABLE>
<CAPTION>
                                                                         MARCH 31,               DECEMBER 31,
                                                                           2002                     2001
                                                                       ------------              ------------
             <S>                                                        <C>                     <C>
             Deferred tax assets:
               Allowance for loan losses                                 $ 212,500               $ 186,800
               Startup costs                                                13,200                  16,900
               Organization costs                                            8,200                  10,900
               Stock options                                                52,100                  49,500
               Available-for-sale securities                                 6,300                      --
               Capital lease asset                                              --                   2,600
                                                                         ---------               ---------
                                                                           292,300                 266,700
                                                                         ---------               ---------

             Deferred tax liabilities:
               Federal Home Loan Bank stock                                (18,500)                (17,200)
               Accumulated depreciation                                    (61,700)                (65,900)
               Capital lease obligation                                         --                    (400)
               Available-for-sale securities                                    --                 (16,400)
                                                                         ---------               ---------
                                                                           (80,200)                (99,900)
                                                                         ---------               ---------
             Net deferred tax asset                                      $ 212,100               $ 166,800
                                                                         =========               =========
</TABLE>

                                       9
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (UNAUDITED)


7.   INCOME TAXES, CONTINUED

     The provision for federal tax expense  differs from the amount  computed by
     applying the U.S.  federal  income tax rate of 34 percent to income  before
     income taxes as a result of the following:
<TABLE>
<CAPTION>
                                                                        MARCH 31,                 MARCH 31,
                                                                           2002                     2001
                                                                       -----------               ----------
             <S>                                                       <C>                       <C>
             U.S. federal income tax                                   $   73,700                $   38,400
             Changes from statutory tax:
               Other, net                                                     100                     2,600
                                                                       ----------                ----------
             Income tax expense                                        $   73,800                $   41,000
                                                                       ==========                ==========
</TABLE>

                                       10
<PAGE>
ITEM 2.

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis is intended to assist in understanding the
consolidated financial condition and results of operations of the Company.

FORWARD-LOOKING STATEMENTS

When used in this  discussion  and  elsewhere in this  Quarterly  Report on Form
10-QSB,  the words or phrases  "will likely  result,"  "are  expected  to," will
continue," "is anticipated,"  "estimate,"  "project," or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation Reform Act of 1995. The Company cautions readers
not to place undue reliance on any such forward-looking statements,  which speak
only as of the date made, and advises  readers that various  factors,  including
regional  and  national  economic  conditions,  substantial  changes in level of
market  interest  rates,  credit  and  other  risks of  lending  and  investment
activities and  competitive  and  regulatory  factors could affect the Company's
financial  performance  and could cause the Company's  actual results for future
periods to differ materially from those anticipated or projected.

The Company does not undertake  and  specifically  disclaims  any  obligation to
update any  forward-looking  statements to reflect  occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.

COMPARISON OF THE RESULTS OF OPERATIONS  FOR THE THREE MONTH PERIODS ENDED MARCH
31, 2002 AND 2001

NET INCOME. Net income for the quarter ended March 31, 2002 was $142,900 or $.57
per diluted share compared to a net income of $71,900 or $0.29 per share for the
same period last year, an increase of $71,000 or $.28 per share.

Income before income taxes was $216,700 compared to $112,900 for the same period
last year,  an  increase  of  $103,800  or 91.9%.  This  increase  was due to an
increase in net  interest  income of  $176,900,  an increase in other  income of
$21,000 and a decrease in the provision  for loan losses of $300.  This increase
was partially offset by an increase in other expenses of $94,400.

NET INTEREST INCOME. Net interest income increased $176,900 or 28.3% to $801,100
for the three  months  ended March 31, 2002  compared to $624,200  for the three
months  ended  March  31,   2001.   This   increase   reflects  an  increase  in
interest-earning  assets and an increase  in the Bank's  interest  rate  spread.
Total average  interest-earning  assets increased by approximately  $5.8 million
with a decrease  in average  yield of 62 basis  points  while  average  interest
bearing  liabilities  increased by approximately $3.8 million with a decrease in
average costs of approximately 165 basis points.  The declines in average yields
and costs both  reflect a  significant  decline in  interest  rates  between the
periods as the Federal Reserve cut short-term  interest rates a record 11 times.
These  rate cuts had a  greater  impact on the  Bank's  cost of funds  because a
number of higher rate  certificate  accounts  matured  during the  period.  As a
result,  the Bank's interest rate spread increased to 3.79% for the three months
ended March 31,  2002  compared  to 2.76% for the three  months  ended March 31,
2001.  Net interest  margin  increased to 4.43% for the 2002 period  compared to
3.54% for the 2001 period.

PROVISION FOR LOAN LOSSES. The provision for loan losses was $45,000 and $45,300
for the  quarters  ended March 31, 2002 and 2001,  respectively.  The Bank makes
provisions for loan losses in amounts deemed  necessary to maintain the adequacy
of the allowance for loan losses.  At March 31, 2002,  the Bank's  allowance for
loan losses was $742,900 or 1.08% of the gross loan portfolio.

                                       11
<PAGE>

OTHER  INCOME.  Other income was  $148,200  and $127,200 for the quarters  ended
March 31, 2002 and 2001,  respectively.  The increase for the quarter of $21,000
or 16.5% is reflective of the continued growth of loans and deposits and the net
gain on sale of loans from the secondary market loan division.

OTHER  EXPENSE.  Other expense was $687,600 and $593,200 for the quarters  ended
March 31, 2002 and 2001,  respectively.  The increase for the quarter of $94,400
or 15.9% was due primarily to the increases in salaries and employee benefits of
$58,500 for the  quarter.  The growth in salaries  and benefits is the result of
normal  salary  increases and bank growth.  Net occupancy  expense and equipment
expense  increased  a total of $27,200 due to the  expansion  of the Bank's main
office facilities in September, 2001 and the related equipment expenditures.

INCOME TAX  EXPENSE.  Income tax expense was $73,800 for the three  months ended
March 31,  2002,  compared to $41,000 tax expense  during the 2001  period.  The
increase in income tax expense was due to the increase in net income before tax.
The  Company  provides  for both the  current  and  deferred  tax effects of the
transactions  reported in its financial  statements and established deferred tax
assets and  liabilities  for the  temporary  differences  between the  financial
reporting  and tax bases of its assets and  liabilities.  The Company,  however,
establishes  valuation  allowances  for its net deferred tax assets unless it is
more likely than not that these net deferred tax assets will be realized.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2002 AND DECEMBER 31, 2001

The Bank continued to experience  steady asset growth during 2002.  Total assets
have increased $2.3 million, or 3.0% to $79.2 million at March 31, 2002 compared
to $76.9  million  at  December  31,  2001.  The  increase  in total  assets was
primarily  attributable to a $2.3 million or 3.5% increase in the loan and loans
held for sale  portfolios.  Also  contributing  to the  increase in assets was a
$933,000  increase in  investment  securities  as the Bank has sought to improve
liquidity. This increase was partially offset by a $1.0 million decrease in cash
and  federal  funds  sold.  Loans held for sale also  declined  by $1.0  million
reflecting  seasonal home buying  patterns and reduced  refinancing  activity as
interest  rates  stabilized.  Funding for the Bank's asset growth came primarily
from  increased  deposits and from federal funds  purchased.  At March 31, 2002,
deposits totaled $61.4 million, a $1.2 million,  or 2.0%, increase over deposits
at December 31, 2001. Federal funds purchased increased to $1.3 million at March
31, 2002.  There were no federal funds purchased at December 31, 2001.  Advances
from the Federal Home Loan Bank of Cincinnati  totaled $7.0 million at March 31,
2002 and December 31, 2001.

Stockholders'  equity  increased  by $168,700 to $6.9  million at March 31, 2002
from $6.7 million at December  31,  2001.  Net income for the period of $142,900
and a $7,800  increase in net surplus from stock  options  accrued are the major
sources of the increase.  This  increase was  partially  offset by a decrease in
unrealized gain or loss on  available-for-sale  securities of $44,000 reflecting
market  expectations  as to interest rate movements.  The remaining  increase of
$62,000  during the current  period is due to the  issuance  of 2,480  shares of
common  stock in lieu of cash payment for accrued  directors'  fees for the year
ended December 31, 2001 in accordance with a deferred compensation plan approved
by the stockholders on April 25, 2000. Management believes that a strong capital
position is vital to future  profitability and to promote depositor and investor
confidence.  The  Bank  continues  to  be  in  compliance  with  all  applicable
regulatory capital requirements.


                                       12
<PAGE>

ASSET QUALITY

The following table sets forth information  regarding the Bank's  non-performing
assets at the dates indicated.
<TABLE>
<CAPTION>
                                                             MARCH 31,    DECEMBER 31,
                                                               2002          2001
                                                             --------     -----------
<S>                                                            <C>          <C>
Restructured loans                                             $  0         $  0
Non-accrual loans                                               565          644
Accruing loans past due 90 days or more                           0            0
                                                               ----         ----
        Total non-performing loans                              565          644

Foreclosed assets                                                84            0
                                                               ----         ----
        Total non-performing assets                            $649         $644
                                                               ====         ====
</TABLE>

The Bank's  foreclosed  assets at March 31, 2002  consisted of one real property
and two repossessed vehicles.  The Company attributes the increase in foreclosed
assets to the effects of the economic slowdown experienced in the second half of
2001.

At March 31, 2002,  there were no loans  outstanding  not reflected in the above
table as to which known  information about possible credit problems of borrowers
caused  management to have serious doubts as to the ability of such borrowers to
comply with present loan repayment terms.

An analysis of the changes in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
                                                                            THREE MONTHS ENDED
                                                                                  MARCH 31,
                                                                       ----------------------------------
                                                                          2002                    2001
                                                                       ----------              ----------
<S>                                                                    <C>                     <C>
         Balance, beginning of period                                  $  706,739              $  625,556

         Loans charged off                                                (16,752)                (32,187)
         Loan recoveries                                                    7,868                   5,709
                                                                       ----------              ----------
         Net charge-offs                                                   (8,884)                (26,478)

         Provision for loan losses                                         45,000                  45,300
                                                                       ----------              ----------
         Balance, end of period                                        $  742,855              $  644,378
                                                                       ==========              ==========
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The Company currently has no operating business other than the Bank and does not
have material  funding needs.  In the future,  the Company may require funds for
dividends  and tax  payments  for  which it will  rely on  dividends  and  other
distributions  from  the  Bank.  The  Bank  is  subject  to  various  regulatory
restrictions on the payment of dividends.

The Bank's  sources of funds for lending  activities and operations are deposits
from its primary  market  area,  funds  raised in its initial  public  offering,
advances from the FHLB of Cincinnati,  principal and interest payments on loans,
interest  received  on  other  investments  and  federal  funds  purchased.  Its
principal  funding  commitments are for the origination of loans, the payment of
maturing  deposits,  principal and interest  payments on advances from FHLB, and
obligations  under  capital  leases for buildings  and  equipment.  Deposits are
considered  a  primary  source  of  funds  supporting  the  Bank's  lending  and
investment activities.

                                       13
<PAGE>

At March 31, 2002,  the Bank's  ratio of loans to deposits was 111%  compared to
107% at December 31, 2001. The loan-to-deposit  ratio is used as an indicator of
a bank's ability to originate additional loans and general liquidity. The Bank's
comparatively  high  loan-to-deposit  ratio  reflects  management's  emphasis on
building the loan portfolio and the use of FHLB advances to supplement deposits.
Because  the  Bank's  continued  loan  growth  will  depend on  deposit  growth,
management  expects to place more emphasis on building  liquidity on the balance
sheet and that the loan-to-deposit  ratio will decline. The Bank's strategies in
this regard  include  the  continued  maintenance  of an  investment  securities
portfolio that can be used as a source of liquidity and earnings.

The Bank's most liquid assets are cash and cash  equivalents,  which are cash on
hand,  amounts due from  financial  institutions,  federal  funds sold and money
market  mutual  funds.  The levels of such  assets are  dependent  on the Bank's
operating, financing and investment activities at any given time. The variations
in levels of cash and cash  equivalents  are  influenced  by  deposit  flows and
anticipated future deposit flows.

Cash and cash  equivalents  (cash due from banks,  interest-bearing  deposits in
other  financial  institutions,  and federal funds sold),  as of March 31, 2002,
totaled $2.0 million compared to $4.4 million at March 31, 2001. The Bank's cash
flows were provided mainly by financing activities,  including $1.2 million from
net deposit  increases and $1.3 million from federal funds purchased.  Operating
activities  provided  $957,200 in cash for the three months ended March 31, 2002
compared to  $1,058,600  used in cash for the three months ended March 31, 2001.
The Bank  used cash  flows for its  investing  activities  primarily  to fund an
increase  in  gross  loans of $3.4  million  and to  purchase  $1.0  million  in
available-for-sale securities.

As a national bank, the Bank is subject to regulatory  capital  requirements  of
the  Office of the  Comptroller  of the  Currency  ("OCC").  In order to be well
capitalized  under OCC  regulations,  the Bank must maintain a leverage ratio of
Tier I Capital to  average  assets of at least 5% and ratios of Tier I and total
capital  to  risk-weighted  assets of at least 6.0% and 10.0%  respectively.  At
March 31, 2002, the Bank satisfied the capital  requirements for  classification
as well capitalized under OCC regulations.

                                       14
<PAGE>



Part II
                                OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

     On April 23, 2002, the Company held its annual meeting of  shareholders  at
which the following items were voted on.

     (1)  Election of Directors

                      NOMINEE                             FOR          WITHHELD

                  Robert E. Robbins, M.D.                184,279           0

                  Christopher G. Knight, M.D.            184,279           0

                  Allen McNutt                           184,079         200

     There were no abstentions or broker non-votes.

     The terms of office of the following directors continued after the meeting:
Ronald J. Pence,  Kevin D. Addington,  Henry Lee Chitwood,  Lawrence P. Calvert,
Lois Watkins Gray and William R. Hawkins.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

     (a)  The following  exhibits are either being filed with or incorporated by
          reference in this quarterly report on Form 10-QSB:

                NUMBER     DESCRIPTION
                ------     -----------
                  3.1      Articles of Incorporation *
                  3.2      Bylaws *
                  4        Form of Common Stock Certificate *
                  10.1     Restrictive Stock Transfer Agreement *
                  10.2     Organizational Stock Option and Incentive Plan **
                  10.3     Lease Agreement Between Kentucky National Properties,
                           L.L.C and Kentucky National Bank ***
                  10.4     Kentucky National Bancorp, Inc. 2000 Stock Option and
                           Incentive Plan ****
                  10.5     Kentucky National Bancorp, Inc. Director Fee Deferral
                           Plan *****

                   _____________
                   *     Incorporated   by  reference   from  the   Registrant's
                         Registration   Statement   on  Form   S-4   (File   No.
                         333-72371).
                   **    Incorporated  by  reference  from  Registrant's   Post-
                         Effective Amendment No. 1 to Registration  Statement on
                         Form S-8 (File No. 333-72371).
                   ***   Incorporated  by  reference  from  Registrant's  Annual
                         Report on Form 10-KSB for the year ended  December  31,
                         2001.
                   ****  Incorporated by reference from the Registrant's  Annual
                         Report on Form 10-KSB for the year ended  December  31,
                         1999.
                   ***** Incorporated    by    reference    from    Registrant's
                         Registration   Statement   on  Form   S-8   (File   No.
                         333-41676).


     (b)  During the quarter ended March 31, 2002,  the Company did not file any
          current reports on Form 8-K.

                                       15
<PAGE>

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                       KENTUCKY NATIONAL BANCORP, INC.


Date: May 14, 2002                     By: /s/ Ronald J. Pence
                                           -------------------------------------
                                           Ronald J. Pence, President
                                           (Duly Authorized Represen-
                                           tative and Principal
                                           Financial Officer)


                                       16