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, 2001

[ ]  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                             (IRS Employer
organization)                                             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,  2001,  there  were  248,920  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, 2001
   and December 31, 2000 (Unaudited)                                         3

Consolidated Statements of Income - (Unaudited) for the
   three months ended March 31, 2001 and 2000                                4

Consolidated Statements of Cash Flows - (Unaudited)
   for the three months ended March 31, 2001 and 2000                        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,
                                                                              2001                    2000
                                                                         -----------               -----------
                               ASSETS
<S>                                                                      <C>                       <C>
Cash and due from banks                                                  $ 1,653,427               $ 1,574,759
Federal funds sold                                                         2,702,000                   304,000
Investment securities:
  Securities available-for-sale                                            3,340,500                 3,305,870
  Securities held-to-maturity, at fair value                                 152,300                   152,300
Loans held for sale                                                        1,523,639                   258,535
Loans, net                                                                62,256,085                58,079,886
Premises and equipment                                                     1,938,859                 1,924,511
Accrued interest receivable and other assets                                 878,956                   901,432
                                                                         -----------               -----------

     Total assets                                                        $74,445,766               $66,501,293
                                                                         ===========               ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Deposits                                                               $61,487,521               $58,675,405
  Federal Home Loan Bank advances                                          5,000,000                      -
  Obligations under capital leases                                         1,248,874                 1,260,482
  Accrued interest payable and other
    liabilities                                                              614,515                   631,713
                                                                         -----------               -----------

     Total liabilities                                                    68,350,910                60,567,600
                                                                         -----------               -----------
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, 248,920 and 246,440 shares
    at March 31, 2001 and December 31,
    2000, respectively                                                         2,489                     2,464
  Surplus                                                                  5,511,303                 5,441,528
  Retained earnings                                                          548,165                   476,241
  Accumulated other comprehensive income                                      32,899                    13,460
                                                                         -----------               -----------

     Total stockholders' equity                                            6,094,856                 5,933,693
                                                                         -----------               -----------

Commitments and contingent liabilities                                          -                         -
                                                                         -----------               -----------

     Total liabilities and stockholders'
       equity                                                            $74,445,766               $66,501,293
                                                                         ===========               ===========
</TABLE>

                 See notes to consolidated financial statements.


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

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                                        MARCH 31,
                                                                           ------------------------------------
                                                                               2001                    2000
                                                                           ------------             -----------
<S>                                                                        <C>                      <C>
Interest income:
  Loans, including fees                                                    $ 1,445,530              $ 1,157,242
  Securities                                                                    55,453                   47,756
  Federal funds sold                                                            22,361                    7,557
                                                                           -----------              -----------

    Total interest income                                                    1,523,344                1,212,555
                                                                           -----------              -----------
Interest expense:
  Deposit accounts                                                             569,023                  403,891
  Certificates of deposit over $100,000                                        262,491                  201,613
  Federal funds                                                                   -                       1,187
  Federal Home Loan Bank advances                                               34,593                     -
  Capital leases                                                                32,992                   33,504
                                                                           -----------              -----------

     Total interest expense                                                    899,099                  640,195
                                                                           -----------              -----------

     Net interest income                                                       624,245                  572,360

Provision for loan losses                                                       45,300                   52,572
                                                                           -----------              -----------
     Net interest income after provision for
       loan losses                                                             578,945                  519,788
                                                                           -----------              -----------
Other income:
  Service charges and fees                                                     101,269                   77,775
  Credit life and accident insurance                                             3,659                   11,544
  Net gain on sale of loans                                                     22,278                     -
                                                                           -----------              -----------
                                                                               127,206                   89,319
                                                                           -----------              -----------
Other expenses:
  Salaries and employee benefits                                               295,222                  244,186
  Net occupancy expense                                                         36,998                   34,221
  Advertising                                                                   23,586                   35,401
  Data processing                                                               46,330                   43,347
  Postage, telephone and supplies                                               34,019                   27,621
  Bank franchise tax                                                            23,310                   16,730
  Directors fees                                                                17,084                    6,020
  Equipment expense                                                             24,710                   19,540
  Professional services                                                         34,195                   61,239
  Other operating expenses                                                      57,773                   44,694
                                                                           -----------              -----------
                                                                               593,227                  532,999
                                                                           -----------              -----------
Income before income taxes                                                     112,924                   76,108
Income tax expense                                                              41,000                     -
                                                                           -----------              -----------

Net income                                                                 $    71,924              $    76,108
                                                                           ===========              ===========

Earnings per share
  Basic                                                                    $      0.29              $      0.32
                                                                           ===========              ===========
  Diluted                                                                  $      0.29              $       n/a
                                                                           ===========              ===========
</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, 2001 AND 2000
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                          ----------------------------------
                                                                              2001                   2000
                                                                          -----------            -----------
<S>                                                                     <C>                      <C>
Operating activities:
     Net income                                                         $    71,924              $    76,108
     Adjustments to reconcile net income to net
              cash provided (used) by operating activities:
         FHLB stock dividend                                                 (5,100)                  (2,800)
         Provision for loan losses                                           45,300                   52,572
         Provision for depreciation, amortization
           and accretion, net                                                29,250                   26,787
         Incentive stock option compensation                                  7,800                    5,200
         Deferred tax                                                          -                       9,684
         Net change in assets and liabilities:
              Loans held for sale                                        (1,265,104)                    -
              Accrued interest receivable and other assets                   29,410                  (87,385)
              Accrued interest payable                                       27,855                   36,002
                                                                        -----------              -----------

                  Net cash provided (used) by
                    operating activities                                 (1,058,665)                 116,168
                                                                        -----------              -----------

Investing activities:
     Purchases of available-for-sale securities                                 (78)                (999,258)
     Net increase in loans                                               (4,221,499)              (3,203,569)
     Purchases of premises and equipment                                    (43,598)                  (1,516)
                                                                        -----------              -----------
                  Net cash used in investing
                    activities                                           (4,265,175)              (4,204,343)
                                                                        -----------              -----------
Financing activities:
     Net increase in deposits                                             2,812,116                4,308,162
     Net increase in Federal Home Loan advances                           5,000,000                     -
     Payments on capital lease obligations                                  (11,608)                 (11,095)
                                                                        -----------              -----------
                  Net cash provided by financing
                    activities                                            7,800,508                4,297,068
                                                                        -----------              -----------
Net increase in cash and cash
  equivalents                                                             2,476,668                  208,893

Cash and cash equivalents, beginning of period                            1,878,759                2,925,188
                                                                        -----------              -----------

Cash and cash equivalents, end of period                                $ 4,355,427              $ 3,134,081
                                                                        ===========              ===========
SUPPLEMENTAL DISCLOSURES:

Cash paid for interest                                                  $   866,605              $   597,829
                                                                        ===========              ===========
Federal Home Loan Bank Stock dividend
   received                                                             $     5,100              $     2,800
                                                                        ===========              ===========
Total increase (decrease) in unrealized
   gain on securities available-for-sale                                $    29,452              $   (28,483)
                                                                        ===========              ===========
</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, 2001 AND 2000
                                   (UNAUDITED)



NONCASH TRANSACTIONS:
During the three month period ended March 31, 2001, the Company issued 2,480
shares of common stock in lieu of cash payment for accrued directors' fees for
the year ended December 31, 2000 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,  2001 and  December  31,  2000,  the  Bank  held  securities
     classified  as  available-for-sale,  which  have  net  unrealized  gains of
     $49,846 and $20,394,  respectively. The before and after tax amount and tax
     expense of this  component  of  comprehensive  income at March 31, 2001 and
     December 31, 2000 is summarized below:
<TABLE>
<CAPTION>
                                                              BEFORE              TAX                  AFTER
                                                                TAX              EXPENSE                TAX
                                                            ---------           ---------            ---------
<S>                                                         <C>                 <C>                  <C>
     MARCH 31, 2001
      Unrealized holding gains                             $   29,452           $  10,013            $ 19,439
       Reclassification adjustment
         for gains included in net
         Income                                                  -                   -                    -
                                                            ---------           ---------            --------

                                                            $  29,452           $  10,013            $ 19,439
                                                            =========           =========            ========
     DECEMBER 31, 2000
       Unrealized holding gains                             $  33,909           $  11,529            $ 22,380
       Reclassification adjustment
         for gains included in net
         Income                                                  -                   -                    -
                                                            ---------           ---------            --------

                                                            $  33,909           $  11,529            $ 22,380
                                                            =========           =========            ========
</TABLE>

3.   FEDERAL HOME LOAN BANK ADVANCES

     During 1999,  the Bank entered into a blanket  agreement  for advances with
     the Federal  Home Loan Bank  (FHLB).  The Bank had  $5,000,000  in advances
     outstanding  at March 31, 2001 and no advances  outstanding at December 31,
     2000.  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              2001              2000
                                            --------          --------          --------         ------------

     <S>                                    <C>               <C>               <C>                <C>
     Long-term Borrowings                   1/19/11           4.60%             1,000,000              --
                                            1/19/11           5.44%             2,000,000              --
                                            3/09/11           5.22%             1,000,000              --
                                            3/14/11           4.22%             1,000,000              --
                                                                                ---------          ------
                                                                                5,000,000              --
                                                                                =========          ======
</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 quarter  ended March 31, 2001 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.
     Diluted  earnings  per share does not  include  the  effect of  outstanding
     options to purchase  40,000 and 16,000  shares of common  stock in 2001 and
     2000 respectively as their effect is antidilutive.

     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, 2001 and 2000.
<TABLE>
<CAPTION>
                                                                             MARCH 31,                MARCH 31,
                                                                               2001                     2000
                                                                        ----------------------    --------------------
             <S>                                                             <C>                       <C>
             Income  available to common  stock-
               holders used in  basic and diluted EPS                        $  71,924                 $  76,108
                                                                       ======================    ====================

             Weighted average  number of common
               shares used in basic EPS                                        247,267                   240,000
                                                                       ======================    ====================

             Effect of dilutive securities:
               Stock-based compensation plan                                       683                     N/A
                                                                       ======================    ====================

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

                                       8
<PAGE>
                         KENTUCKY NATIONAL BANCORP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (UNAUDITED)

5.   RECLASSIFICATIONS

     Certain  2000  amounts  have been  reclassified  to  conform  with the 2001
     presentation.

6.   LEASE COMMITMENT

     A related party is currently constructing a building addition onto the main
     branch which the Bank will lease under a capital lease arrangement upon its
     completion which is expected to be August 2001. As a result of the addition
     of building and equipment  under capital leases in the aggregate  amount of
     approximately $900,000, the Bank will incur monthly amortization expense of
     approximately  $1,900,  and monthly operating lease expense for land rental
     of approximately  $700. The monthly cash flow  requirement  under the lease
     obligations,  including interest expense, will be approximately $10,500 per
     month.

7.   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, 2001 and 2000
     were as follows:
<TABLE>
<CAPTION>
                                                                                MARCH 31,        MARCH 31,
                                                                                  2001             2000
                                                                                --------         ---------

           <S>                                                                  <C>              <C>
           Current                                                              $ 50,100         $     --
           Deferred                                                               (9,100)              --
                                                                                --------         --------
                                                                                $ 41,000         $     --
                                                                                ========         ========
</TABLE>

     Deferred   income  tax  assets  net  of  deferred  tax   liabilities   were
     approximately  $185,000  and  $185,900 at March 31, 2001 and  December  31,
     2000,   respectively.   Such  amounts  are  included  in  accrued  interest
     receivable and other assets in the accompanying balance sheet. At March 31,
     2001 and December 31, 2000 deferred tax assets and liabilities are composed
     of the following:
<TABLE>
<CAPTION>
                                                                         MARCH 31,              DECEMBER 31,
                                                                           2001                     2000
                                                                       ------------             ------------
             <S>                                                       <C>                       <C>
             Deferred tax assets:
               Allowance for loan losses                               $   173,800               $   156,900
               Startup costs                                                30,900                    35,500
               Organization costs                                           21,500                    25,100
               Stock options                                                41,500                    38,900
                                                                       -----------               -----------
                                                                           267,700                   256,400
                                                                       -----------               -----------
             Deferred tax liabilities:
               Federal Home Loan Bank stock                                (11,500)                   (9,800)
               Accumulated depreciation                                    (54,300)                  (53,800)
               Available-for-sale securities                               (16,900)                   (6,900)
                                                                       -----------               -----------
                                                                           (82,700)                  (70,500)
                                                                       -----------               -----------
             Net deferred tax asset                                    $   185,000               $   185,900
                                                                       ===========               ===========
</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,
                                                                           2001                    2000
                                                                       -----------               ----------
             <S>                                                       <C>                       <C>
             U.S. federal income tax                                   $    38,400               $      -
             Changes from statutory tax:
               Other, net                                                    2,600                      -
                                                                       -----------               ----------
             Income tax expense                                        $    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  regulator  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, 2001 AND 2000

NET INCOME. Net income for the quarter ended March 31, 2001 was $71,900 or $0.29
per diluted share compared to a net income of $76,100 or $0.32 per share for the
same period last year, a decrease of $4,200 or $0.03 per share.

Income before income taxes was $112,900  compared to $76,100 for the same period
last year, an increase of $36,800 or 48.4%. This increase was due to an increase
in net interest income of $51,800,  an increase in other income of $37,900 and a
decrease in the provision for loan losses of $7,300. This increase was partially
offset by an increase in other expenses of $60,200.  The overall decrease in net
income for the three months ended at March 31, 2001  compared to the same period
last year was due  largely to the  recording  of income  tax  expense of $41,000
during the  current  quarter as  compared  to no income tax expense for the same
period last year.  During the quarter ended March 31, 2000,  the Company did not
recognize any income tax expense  due to the  availability of net operating loss
tax carryforwards in excess of income.  During the year ended December 31, 2000,
the Company  used  approximately  $320,000 in tax loss  carryforwards  to offset
taxable income.

NET INTEREST INCOME.  Net interest income increased  $51,800 or 9.0% to $624,200
for the three  months  ended March 31, 2001  compared to $572,400  for the three
months ended March 31, 2000.  This  increase  reflects the  continued  growth in
interest-earning  assets.  Total average  interest-earning  assets  increased by
approximately  $13.5 million with a decrease in average yield of 21 basis points
while average  interest-bearing  liabilities  increased by  approximately  $12.7
million with an increase in average costs of approximately 56 basis points.  The
decline in yield on assets reflects lower market rates  generally.  The increase
in the Bank's cost of funds  reflects an  increase in 24-month  certificates  of
deposits  which the Bank  marketed  aggressively  during  the  second  and third
quarters of 2000 to fund the  growing  loan  portfolio.  These  certificates  of
deposit  bore  interest at rates  between  6.75% to 7.25%.  As a result of these
changes, the Bank's interest rate spread decreased to 2.76% for the three months
ended March 31,  2001  compared  to 3.53% for the three  months  ended March 31,
2000.  Net interest  margin  decreased to 3.54% for the 2001 period  compared to
4.32% for the 2000 period.


                                       11
<PAGE>

PROVISION FOR LOAN LOSSES. The provision for loan losses was $45,300 and $52,600
for the  quarters  ended March 31, 2001 and 2000,  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, 2001,  the Bank's  allowance for
loan losses was $644,400 or 1.0% of the gross loan portfolio.

OTHER INCOME. Other income was $127,200 and $89,300 for the quarters ended March
31,  2001 and 2000,  respectively.  The  increase  for the quarter of $37,900 or
42.4% is reflective  of the  continued  growth of loans and deposits and the net
gain on sale of loans from the addition of the secondary market loan division in
October, 2000.

OTHER  EXPENSE.  Other expense was $593,200 and $533,000 for the quarters  ended
March 31, 2001 and 2000,  respectively.  The increase for the quarter of $60,200
or 11.3% was due primarily to the increases in salaries and employee benefits of
$51,000 for the  quarter.  The growth in salaries  and benefits is the result of
bank growth and the addition of the  secondary  market loan division in October,
2000.

INCOME TAX  BENEFIT  (EXPENSE).  Income tax  expense  was  $41,000 for the three
months ended March 31,  2001,  compared to no tax expense  (benefit)  during the
2000  period.  During the  quarter  ended  March 31,  2000,  the Company did not
recognize any income tax expense due to the  availability  of net operating loss
tax  carryforwards  in excess of income  for the  period.  During the year ended
December  31,  2000,  the  Company  used  approximately  $320,000  in  tax  loss
carryforwards  to offset  taxable  income.  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.  During the three months ended March 31, 2000,  the
Company had a valuation allowance for its net deferred tax assets.  Based on its
current  earnings and other  factors,  the Company  determined  that it was more
likely than not that it would realize certain of its net deferred tax assets and
reversed the corresponding valuation allowance during the quarter ended June 30,
2000.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2001 AND DECEMBER 31, 2000

The Bank continued to experience strong asset growth during the first quarter of
2001.  Total assets  increased $7.9 million,  or 11.9% to $74.4 million at March
31, 2001 compared to $66.5  million at December 31, 2000.  The increase in total
assets was primarily attributable to a $5.4 million or 9.3% increase in the loan
and loans held for sale portfolios.  Also contributing to the increase in assets
was a $2.4  million  increase  in  federal  funds sold as the Bank has sought to
improve  liquidity.  Funding for the Bank's  asset  growth came  primarily  from
increased  deposits and advances  from the Federal Home Loan Bank of  Cincinnati
(FHLB). At March 31, 2001,  deposits totaled $61.5 million,  a $2.8 million,  or
4.8%, increase over deposits at December 31, 2000. Advances from FHLB totaled $5
million compared to no advances outstanding at December 31, 2000.

Stockholders'  equity increased by $161,200 to $6,094,856 at March 31, 2001 from
$5,933,693  at December  31,  2000.  Net income for the quarter of $71,900 and a
$27,300 increase in unrealized gain or loss on available-for-sale securities and
net surplus from stock  options  accrued are the major  sources of the increase.
The  remaining  increase  of $62,000  during the  current  quarter 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,  2000 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,
                                                                                  2001               2000
                                                                                ---------        -----------
         <S>                                                                    <C>              <C>
         Restructured loans                                                     $     --         $       --
         Non-accrual loans                                                           439                225
         Accruing loans past due 90 days or more                                      --                 --
                                                                                --------         ----------
                 Total                                                          $    439         $      225
                                                                                ========         ==========
</TABLE>


At March 31, 2001,  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,
                                                                       ----------------------------------
                                                                          2001                    2000
                                                                       ----------              ----------
         <S>                                                           <C>                     <C>
         Balance, beginning of period                                  $  625,556              $  561,944
         Loans charged off                                                (32,187)                 (3,963)
         Loan recoveries                                                    5,709                   4,568
                                                                       ----------              -----------
         Net charge-offs                                                  (26,478)                   (605)
         Provision for loan losses                                         45,300                  52,572
                                                                       ----------              ----------

         Balance, end of period                                        $  644,378              $  615,121
                                                                       ==========              ==========
</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.

At March 31, 2001, the Bank's ratio of loans to deposits was 103.7%  compared to
99.4% at December 31, 2000. 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.  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 sale of participations in loans
and the creation of an  investment  securities  portfolio  that can be used as a
source of liquidity and earnings.


                                       13
<PAGE>

Kentucky National  Properties,  L.L.C. is constructing an addition to the Bank's
main office which is expected to be completed in August, 2001. It is anticipated
that the Bank will lease these  premises  under a capital  lease in an aggregate
amount of  $900,000  and incur  monthly  amortization  expense of  approximately
$1,900 and monthly  operating lease expense for the land rental of approximately
$700. The monthly cash flow requirement under the lease  obligations,  including
interest expense, will be approximately $10,500 per month.

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, 2001,
totaled $4.4 million compared to $3.1 million at March 31, 2000. The Bank's cash
flows were provided mainly by financing activities,  including $2.8 million from
net deposit  increases and $5 million from FHLB advances.  Operating  activities
used  $1,058,600  in cash for the three months ended March 31, 2001  compared to
$116,200 provided in cash for the first three months of 2000.  Because increases
in loans held for sale are  considered  a use of cash in  operating  activities,
operating activities are expected be a net user of cash while the Company builds
its  secondary  market  division.  The Bank  used cash  flows for its  investing
activities primarily to fund an increase in gross loans of $4.2 million.

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% and 10%  respectively.  At March
31, 2001, 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 24, 2001, the Company held its annual meeting of shareholders
at which the following items were voted on.

         (1)      Election of Directors
                                                                      WITH-
                      NOMINEE                           FOR           HELD

                  Lawrence P. Calvert                 169,535           0

                  Lois Watkins Gray                   169,535           0

                  William R. Hawkins                  169,535           0

          There were no abstentions or broker non-votes.

          The terms of office of the  following  directors  continued  after the
meeting: Robert E. Robbins,  Christopher G. Knight, Leonard Allen McNutt, Ronald
J. Pence, Kevin D. Addington and Henry Lee Chitwood.

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 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, 2001, 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 10, 2001                    By: /s/ Ronald J. Pence
                                          -------------------------------------
                                          Ronald J. Pence, President
                                          (Duly Authorized Represen-
                                          tative and Principal
                                          Financial Officer)


                                       16
<PAGE>