UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                          FORM 10-Q

(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
                             or
[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________________ to
___________________

Commission File Number:  33-96358

BOURBON BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

Kentucky                                           61-0993464
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)

P.O. Box 157, Paris, Kentucky                          40362-0157
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (859)987-1795

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes    X     No _____


Number of shares of Common Stock outstanding as of May 1, 2000:  2,817,731.

<PAGE>

BOURBON BANCSHARES, INC.

                      Table of Contents

Part I - Financial Information

Item 1.     Financial Statements

          Consolidated Balance Sheets                                   3

          Consolidated Statement of Income and Comprehensive Income
               Three Months Ending March 31, 2000 & 1999                4

          Consolidated Statements of Cash Flows
               Three Months Ending March 31, 2000 & 1999                5

          Notes to Consolidated Financial Statements                    6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           7

Item 3.   Quantitative and Qualitative Disclosures About
          Market Risk                                                  11

Part II - Other Information                                            14

Signatures                                                             14

Exhibits

     3.1  Articles of Incorporation of the Registrant (as
           amended and restated) dated May 6, 1993 and as
           amended on March 27, 1994 and on June 10, 1999              15
     11   Earnings Per Share Calculation                               29
     27   Financial Data Schedule                                      29

<PAGE>

Item 1 - Financial Statements

CONSOLIDATED BALANCE SHEETS  (unaudited)
(thousands)                                        3/31/00   12/31/99
Assets
  Cash and due from banks                         $  9,243   $ 20,042
  Federal funds sold                                 2,168        675
    Cash and cash equivalents                       11,411     20,717
  Investment securities:
    Available for sale                              54,252     54,930
    Held to maturity                                15,848     15,693
  Mortgage loans held for sale                       3,508      3,494
  Loans                                            241,996    238,607
  Allowance for loan losses                          3,268      3,103
    Net loans                                      238,728    235,504
  Federal home loan bank stock                       3,404      3,345
  Bank premises and equipment, net                   6,967      7,082
  Interest receivable                                3,346      3,454
  Intangible assets                                  2,033      2,108
  Other assets                                         469      1,152
    Total assets                                  $339,966   $347,479

Liabilities and Stockholders' Equity
  Deposits
    Non-interest bearing                          $ 42,359   $ 42,931
    Savings and interest checking                   91,744     94,907
    Certificates of deposit                        144,712    136,728
      Total deposits                               278,815    274,566
  Securities sold under agreements to repurchase     7,952     10,331
  Other borrowed funds                               1,256      1,528
  Federal home loan bank advances                   16,484     26,592
  Interest payable                                   2,450      2,142
  Other liabilities                                    242        600
    Total liabilities                              307,199    315,759

Stockholders' equity
  Common stock                                       6,621      6,491
  Retained earnings                                 26,720     25,778
  Accumulated other comprehensive income              (574)      (549)
    Total stockholders' equity                      32,767     31,720
    Total liabilities & stockholders' equity      $339,966   $347,479

<PAGE>

BOURBON BANCSHARES, INC.

CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME  (unaudited)
(thousands, except per share amounts)       Three Months Ending
                                          3/31/00   3/31/99
INTEREST INCOME:
  Loans, including fees                        $ 5,441  $ 4,480
  Investment securities                          1,026      969
  Other                                            125      123
    Total interest income                        6,592    5,572
INTEREST EXPENSE:
  Deposits                                       2,626    2,289
  Other                                            398      232
    Total interest expense                       3,024    2,521
  Net interest income                            3,568    3,051
  Loan loss provision                              188      175
  Net interest income after provision            3,380    2,876
OTHER INCOME:
  Service charges                                  615      465
  Loan service fee income                           73       71
  Trust department income                          159      127
  Investment securities gains, net                  (1)       7
  Gain on sale of mortgage loans                     -      148
  Other                                             81       41
    Total other income                             927      859
OTHER EXPENSES:
  Salaries and employee benefits                 1,325    1,195
  Occupancy expenses                               393      293
  Amortization                                     108      104
  Advertising and marketing                         91       74
  Taxes other than payroll, property and income     84       79
  Other                                            520      426
    Total other expenses                         2,521    2,171
  Income before taxes                            1,786    1,564
  Income taxes                                     478      445
  Net income                                     1,308    1,119

Other Comprehensive Income, net of tax:
Change in Unrealized Gains on Securities           (24)     (63)

Comprehensive Income                           $ 1,284  $ 1,056

Earnings per share
 Basic                                         $  0.47  $  0.40
 Diluted                                          0.46     0.39

<PAGE>

BOURBON BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(thousands)                                              Three Months Ending
                                                           3/31/00  3/31/99
Cash Flows From Operating Activities
  Net Income                                              $  1,308 $  1,119
  Adjustments to reconcile net income to
   net cash provided by operating activities:
  Depreciation                                                 195      150
  Amortization                                                 107      137
  Investment securities (accretion) amortization, net          (21)       2
  Provision for loan losses                                    188      175
  Investment securities losses (gains), net                      1       (7)
  Originations of loans held for sale                       (2,934)  (8,722)
  Proceeds from sale of loans                                2,901    6,306
  Gain on sale of mortgage loans                                 -     (148)
  Changes in:
   Interest receivable                                         109      438
   Other assets                                                681      406
   Interest payable                                            308      124
   Other liabilities                                          (358)    (219)
    Net cash provided by operating activities                2,485     (239)
Cash Flows From Investing Activities
  Purchases of securities available for sale                (6,338) (15,629)
  Proceeds from sales of securities available for sale       2,000    4,847
  Proceeds from principal payments, maturities and
   calls of securities available for sale                    4,939   10,037
  Purchase of securities held to maturity                     (269)       -
  Proceeds from sales, principal payments, maturities
   and calls of securities held to maturity                    115        -
  Net change in loans                                       (3,412)   1,090
  Purchases of bank premises and equipment, net                (80)    (174)
    Net cash provided by investing activities               (3,045)     171
Cash Flows From Financing Activities:
  Net change in deposits                                     4,249     (234)
  Net change in securities sold under agreements to
   repurchase and other borrowings                          (2,651)  (4,493)
  Advances from Federal Home Loan Bank                           -    5,000
  Payments on Federal Home Loan Bank advances              (10,108)     (74)
  Proceeds from issuance of common stock                       130       11
  Purchase of common stock                                       -     (236)
  Dividends paid                                              (366)    (309)
    Net cash provided by financing activities               (8,746)    (335)
Net increase (decrease) in cash and cash equivalents        (9,306)    (403)
Cash and cash equivalents at beginning of period            20,717   10,756
Cash and cash equivalents at end of period                $ 11,411 $ 10,353

<PAGE>

BOURBON BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   In Management's opinion, the financial information,
  which is unaudited, reflects all adjustments, (consisting
  solely of normal recurring adjustments) necessary for a fair
  presentation of the financial information as of and for the
  three month periods ended March 31, 2000 and March 31, 1999
  in conformity with generally accepted accounting principles.
  These financial statements should be read in conjunction
  with Bourbon Bancshares, Inc. (Company) Annual Report on
  Form 10-K.
2.   Basic earnings per common share is net income divided
  by the weighted average number of common shares outstanding
  during the period.  Diluted earnings per common share
  includes the dilutive effect of additional potential common
  shares issuable under stock options.  Earnings and dividends
  per share are restated for all stock splits.
3.   Dividends per share paid for the quarter ended March
  31, 2000 were $0.13 compared to $0.11 on March 31, 1999.
4.   As of July 15, 1999, the Company approved a two for one
  stock split.  Each shareholder received one additional share
  for each share they held.  Relative numbers have been
  adjusted to reflect this change.
5.   On August 13, 1999, Kentucky Bank acquired the Wilmore,
  Kentucky  branch of National City Bank.  Included in the
  purchase were $9.0 million in net deposits and $353,000 in
  fixed assets.  The net deposits assumed exceeded the cash
  received by $287,000.
6.   Beginning January 1, 2001, a new accounting standard
  will require all derivatives to be recorded at fair value.
  Unless designated as hedges, changes in these fair values
  will be recorded in the income statement.  Fair value
  changes involving hedges will generally be recorded by
  offsetting gains and losses on the hedge and on the hedged
  item, even if the fair value of the hedged item is not
  otherwise recorded.  This is not expected to have a material
  effect, but the effect will depend on derivative holdings
  when this standard applies.

<PAGE>

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This discussion contains forward-looking statements under
the Private Securities Litigation Reform Act of 1995 that
involve risks and uncertainties.  Although the Company
believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be
no assurance that the forward-looking statements included
herein will prove to be accurate.  Factors that could cause
actual results to differ from the results discussed in the
forward-looking statements include, but are not limited to:
economic conditions (both generally and more specifically in
the markets, including the tobacco market, in which the
Company and its bank operate); competition for the Company's
customers from other providers of financial and mortgage
services; government legislation and regulation (which
changes from time to time and over which the Company has no
control); changes in interest rates (both generally and more
specifically  mortgage interest rates); material unforeseen
changes in the liquidity, results of operations, or
financial condition of the Company's customers; material
unforeseen complications related to addressing the Year 2000
problem experienced by the Company, its suppliers, customers
and governmental agencies; and other risks detailed in the
Company's filings with the  Securities and  Exchange
Commission, all of which are difficult to predict and many
of which are beyond the control of the Company.  The Company
undertakes no obligation to republish revised
forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

Summary

Bourbon Bancshares, Inc. recorded net income of $1.3
million, or $0.47 per share and $0.46 per share assuming
dilution for the first three months ended March 31, 2000
compared to $1.1 million, or $0.40 per share and $0.39 per
share assuming dilution for the three month period ending
March 31, 1999.  The first three months reflects an increase
in net income of 17%.  The per share amounts above have been
adjusted to reflect the 2 for 1 stock split effective in
July 1999.

Return on average assets was 1.51% for the first three
months ended March 31, 2000 compared to 1.45% for the same
time period in 1999, an increase of 4%.  Return on average
equity was 16.3% and 15.2% for the three months ended March
31, 2000 and 1999, respectively, an increase of 7%.

Net Interest Income

Net interest income was $3.6 million for the three months
ended March 31, 2000 compared to $3.1 million in 1999,
resulting in an increase of $517 thousand or 16.9%.  Loan
volume continues to improve.  Year to date average loans are
up $28 million, or 13% from 1999 to 2000 resulting in an
increase in loan interest income of $961 thousand for the
first three months.  Average deposits also increased from
1999 to 2000, up $16 million, or 6%.  This increased volume
has resulted in an increase in deposit interest expense of
$337 thousand for the first three months.

<PAGE>

Non-Interest Income

Non-interest income increased for the three-month period
ended March 31 from $859 thousand in 1999 to $927 thousand
in 2000.  For the quarter, an increase of $150 thousand in
service charges from 1999 to 2000 is mainly attributable to
an improvement in overdraft charges of $83 thousand.  Trust
department income increased $32 thousand for the first
quarter of 2000 compared to the same period in 1999.  The
reduction of loan gains of $148 thousand is attributable to
an increase in rates in 2000 as compared to 1999.  The
reduction in rates resulted in a reduction of loan
originations and refinances.  Due to the volatility of
rates, the level of activity and related income may continue
to decline.  The increase in other income of $40 thousand in
the first quarter of 2000 as compared to the same time
period in 1999 is a result of an increase in debit and
credit card income of $40 thousand.

Non-Interest Expense

The explanations for the increase of $369 thousand in non-
interest expenses from $2.2 million for the three months
ended March 31, 1999 to $2.5 million for the same period in
2000 follows.  Salaries and benefits increased $130 thousand
for the first three months of 2000 compared to 1999, an
increase of 10.9%.  Salaries, excluding bonuses and
incentives, increased 6.7% from 1999 to 2000.  Employee
benefits increased $75 thousand for this same period.

Occupancy expense increased $100 thousand to $393 thousand
for the first three months of 2000 compared to 1999.
Depreciation is up $45 thousand for the year.  Building and
equipment maintenance was $47 thousand higher for the first
three months of 2000.  These increases are a result on the
Company's continued emphasis on improving and maintaining
its facilities.

Advertising and Marketing costs increased $17 thousand for
the first three months of 2000 as compared to the same
period in 1999.  Continued efforts have been made by the
Company to promote the name and the products of Kentucky
Bank.  Other expenses for the first three months of 2000
compared to 1999 increased $94 thousand, from $426 thousand
to $520 thousand.  The cost of maintaining repossessed
property was $15 thousand higher in the first quarter of
2000 compared to the same period in 1999.  Losses from
checking accounts have also increased $26 thousand during
the first quarter of 2000 compared to the first quarter of
1999.

Income Taxes

The tax equivalent rate for the three months ended March 31
was 27% for 2000 and 28% for 1999.  These rates being less
than the statutory rate is a result of the tax-free
securities and loans held by the Company.

Liquidity and Funding

The cash flow statements provide a useful analysis of
liquidity.  This report reveals a decrease of cash and cash
equivalents for the first three months of 2000 of $9.3
million compared to a decrease of $0.4 million for the same
period in 1999.  In 2000, proceeds from the sale of loans
were $2.9 million compared to $6.3 million in 1999.  Five
million dollars of 1999 loans were securitizations and of a
nonrecurring nature.  Originations of loans held for sale
were $2.9 million and $8.7 million for the three months
ending March 31, 2000 and 1999, respectively.

For the first three months, proceeds from security
transactions have exceeded purchases by $447 thousand in
2000 whereas purchases exceeded proceeds by $700 thousand in
1999.  Of these changes, principal payments on securities
have amounted to over $939 thousand in 2000 and over $2
million for the same period in 1999.

<PAGE>

During 2000, $10 million has been repaid to the Federal Home
Loan Bank (FHLB).  In 1999, $5 million in advances were
received from the FHLB.  Short-term borrowings decreased $3
million in 2000 and $4 million in 1999.  Deposits increased
$4 million in 2000 and were relatively flat in 19998.

Management believes there is sufficient liquidity to meet
all reasonable borrower, depositor and creditor needs in the
present economic environment.

Non-Performing Assets

As of March 31, 2000, the Company's non-performing assets
totaled $1.8 million or 0.7% of loans compared to $1.1
million or 0.5% of loans in 1999.  (See table below)  Real
estate loans composed 97% and 74% of the non-performing
loans as of March 31, 2000 and 1999, respectively.  Forgone
interest income on the non-accrual loans for both 2000 and
1999 is immaterial.

Nonperforming Assets
                                               March 31
                                           (in thousands)
                                           2000        1999
Non-accrual Loans                           168         315
Accruing Loans which are
  Contractually past due
  90 days or more                         1,504         631
Restructured Loans                          130         142
Total Nonperforming and Restructured      1,802       1,088
Other Real Estate                           117          70
Total Nonperforming and Restructured
 Loans and Other Real Estate              1,919       1,158
Nonperforming and Restructured Loans
 as a Percentage of Loans                  0.74%       0.51%
Nonperforming and Restructured Loans
 and Other Real Estate as a Percentage
 of Total Assets                           0.56%       0.37%

<PAGE>

Provision and Reserve for Possible Loan Losses

The 2000 three-month provision for loan losses of $188
thousand is higher than the 1999 number of $175 thousand.
Loan growth has required management to increase the
provision in order to maintain a reserve for loan losses
that is representative of the risk of loss based on the
quality of loans currently in the portfolio.  As depicted in
the table below, the loan loss reserve to total loans was
1.35% on March 31, 2000 and on March 31, 1999.  Net charge-
offs for the periods mentioned above have been relatively
insignificant.  Management feels the current loan loss
reserve is sufficient to meet future loan problems.

Loan Losses

                                       Three Months Ended March 31
                                              (in thousands)
                                             2000         1999
Balance at Beginning of Period               3,104       2,735
Amounts Charged-off:
  Commercial                                     -           -
  Real Estate Mortgage                           -           -
  Agricultural                                   -           2
  Consumer                                      50          41
Total Charged-off Loans                         50          43
Recoveries on Amounts
 Previously Charged-off:
  Commercial                                     1           2
  Real Estate Mortgage                           -           -
  Agricultural                                   -           -
  Consumer                                      25          16
Total Recoveries                                26          18
Net Charge-offs                                 24          25
Provision for Loan Losses                      188         175
Balance at End of Period                     3,268       2,885
Loans
  Average                                  238,644     211,003
  At March 31                              241,996     214,192
As a Percentage of Average Loans:
  Net Charge-offs                             0.01%       0.01%
  Provision for Loan Losses                   0.08%       0.08%
Allowance as a Percentage of
 Period-end Loans                             1.35%       1.35%
Allowance as a Multiple of
 Net Charge-offs                             136.2       115.4
Allowance as a percentage of non-performing
 And restructure loans                        1.81        2.65

<PAGE>

Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Asset/Liability management control is designed to ensure
safety and soundness, maintain liquidity and regulatory
capital standards, and achieve acceptable net interest
income.  Management considers interest rate risk to be the
most significant market risk.  The Company's exposure to
market risk is reviewed on a regular basis by the
Asset/Liability Committee.  Interest rate risk is the
potential of economic losses due to future interest rate
changes.  These economic losses can be reflected as a loss
of future net interest income and/or a loss of current fair
market values.  The objective is to measure the effect on
net interest income and to adjust the balance sheet to
minimize the inherent risk while at the same time maximize
income.  Management realizes certain risks are inherent and
that the goal is to identify and minimize the risks.  Tools
used by management include the standard GAP model and an
interest rate shock simulation model.  The Bank has no
market risk sensitive instruments held for trading purposes.
The following table depicts the change in net interest
income resulting from 100 and 300 basis point changes in
rates.  The projections are based on balance sheet growth
assumptions and repricing opportunities for new, maturing
and adjustable rate amounts.  In addition, the projected
percentage changes from level rates are outlined below
within the Board of Directors specified limits.  As of March
31, 2000 the projected percentage changes are within the
Board limits and the Company's interest rate risk is also
with Board limits.  The projected net interest income report
summarizing the Company's interest rate sensitivity as of
March 31, 2000 is as follows:

(in thousands)

PROJECTED NET INTEREST INCOME

                                                 Level
Rate Change:                   - 300    - 100    Rates    + 100    + 300

 Year One  (4/1/00 - 3/31/01)
   Interest Income             24,429   26,586   27,667   28,747   30,907
   Interest Expense             9,886   11,872   12,865   13,858   15,844

       Net Interest Income     14,543   14,714   14,802   14,889   15,063


PROJECTED DOLLAR INCREASE (DECREASE) FROM "LEVEL RATES"

 Year One  (4/1/00 -  3/31/01)
   Interest Income             (3,238)  (1,081)   N/A      1,081   3,241
   Interest Expense            (2,979)    (993)   N/A        993   2,979

       Net Interest Income       (259)     (88)   N/A         88     262


PROJECTED PERCENTAGE INCREASE (DECREASE) FROM "LEVEL RATES"

 Year One  (4/1/00 - 3/31/01)
   Interest Income              -11.7%    -3.9%   N/A       3.9%   11.7%
   Interest Expense             -23.2%    -7.7%   N/A       7.7%   23.2%

       Net Interest Income       -1.7%    -0.6%   N/A       0.6%    1.8%

   Limitation on % Change      >-10.0%   >-4.0%   N/A     >-4.0% >-10.0%

<PAGE>

These numbers are comparable to 1999.  In 2000, year one
reflected a decline in net interest income of 1.7% with a
300 basis point decline compared to the 0.4% decline in
1999.  The 300 basis point increase in rates reflected a
1.8% increase in net interest income in 2000 compared to
0.6% in 1999.  Percentage changes in 2000 are greater than
1999 reflecting slightly greater vulnerability to drastic
shifts in interest rates.

Management measures the Company's interest rate risk by
computing estimated changes in net interest income in the
event of a range of assumed changes in market interest
rates.  The Company's exposure to interest rates is reviewed
on a monthly basis by senior management and quarterly with
the Board of Directors.  Exposure to interest rate risk is
measured with the use of interest rate sensitivity analysis
to determine the change in net interest income in the event
of hypothetical changes in interest rates, while interest
rate sensitivity gap analysis is used to determine the
repricing characteristics of the Company's assets and
liabilities.  If estimated changes to net interest income
are not within the limits established by the Board, the
Board may direct management to adjust the Company's asset
and liability mix to bring interest rate risk within Board
approved limits.

In addition, the Company uses interest rate sensitivity gap
analysis to monitor the relationship between the maturity
and repricing of its interest-earning assets and interest-
bearing liabilities, while maintaining an acceptable
interest rate spread. Interest rate sensitivity gap is
defined as the difference between the amount of interest-
earning assets maturing or repricing within a specific time
period and the amount of interest-bearing liabilities
maturing or repricing within that time period.  A gap is
considered positive when the amount of interest-rate-
sensitive assets exceeds the amount of interest-sensitive-
liabilities, and is considered negative when the amount of
interest-rate-sensitive liabilities exceeds the amount of
interest-rate-sensitive assets.  Generally, during a period
of rising interest rates, a negative gap would adversely
affect net interest income, while a positive gap would
result in an increase in net interest income.  Conversely,
during a period of falling interest rates, a negative gap
would result in an increase in net interest income, while a
positive gap would negatively affect net interest income.
The Company's goal is to maintain a reasonable balance
between exposure to interest rate fluctuations and earnings.

The interest rate sensitivity analysis as of March 31 shown
below depicts amounts based on the earliest period in which
they can normally be expected to reprice. The chart reveals
that assets and liabilities are fairly well matched for the
early periods specified below.  The 2000 numbers reflect a
more negative position in the first two one-year time
buckets due to the amount of 5 year loans originated, and
deposits being generated, mainly with repricing
opportunities of less than 2 years.  The decay rates used
for Demand deposits, NOW's, Savings and Money Market Savings
are 5%, 30%, 20% and 30%, respectively.

<PAGE>
<TABLE>
<CAPTION>

(in thousands)
                                       Total   1 Year   2 Years  3 Years  4 Years  5 Years >5 Years
ASSETS
<S>                                   <C>      <C>      <C>      <C>      <C>      <C>     <C>
Cash & Due From Banks                   8,933        -        -        -        -        -    8,933
Fed Funds & Int-Earning Due from Banks  2,478    2,478        -        -        -        -        -
Investment Securities                  70,100   34,052   13,422    5,261    2,289    3,017   12,059
Loans (including held for sale)       241,996  103,517   32,943   40,208   38,853   24,120    2,355
Others Assets                          16,459        -        -        -        -        -   16,459

 Total Assets / Repricing Assets      339,966  140,047   46,365   45,469   41,142   27,137   39,806
  Repricing Assets - Accumulated               140,047  186,412  231,881  273,023  300,160  339,966
   % of Current Balance                           41.2%    13.6%    13.4%    12.1%     8.0%    11.7%
   % of Current Balance - Accumulated             41.2%    54.8%    68.2%    80.3%    88.3%   100.0%

LIABILITIES

Total Deposits                        278,815  158,896   35,985   15,252   11,074    8,533   49,075
Variable Rate Other Liabilities         8,457    8,457        -        -        -        -        -
Fixed Rate Other Liabilities           17,235    1,207      226      239   10,506    5,018       39
Other Liabilities                       2,692        -        -        -        -        -    2,692
Total Capital                          32,767        -        -        -        -        -   32,767

 Total Liabilities / Rericing Liab    339,966  168,560   36,211   15,491   21,580   13,551   84,573
 Repricing Liabilities - Accumulated           168,560  204,771  220,262  241,842  255,393  339,966
   % of Current Balance                           49.6%    10.7%     4.6%     6.3%     4.0%    24.9%
   % of Current Balance - Accum                   49.6%    60.2%    64.8%    71.1%    75.1%   100.0%

SUMMARY

Total Repricing Assets                         140,047   46,365   45,469   41,142   27,137   39,806
Total Repricing Liabilities                    168,560   36,211   15,491   21,580   13,551   84,573

    Total Repricing Gap (by bucket)            (28,513)  10,154   29,978   19,562   13,586  (44,767)

Total Repricing Assets - Cumulative   320,864  140,047  186,412  231,881  273,023  300,160  339,966
Total Repricing Liabilities - Cum     305,705  168,560  204,771  220,262  241,842  255,393  339,966

Repricing Gap - Cumulative             15,159  (28,513) (18,359)  11,619   31,181   44,767        -

Gap/Total Assets (by Bucket)                     -8.39%    2.99%    8.82%    5.75%    4.00%  -13.17%
Cumulative Gap/Total Assets                      -8.39%   -5.40%    3.42%    9.17%   13.17%    0.00%

</TABLE>
<PAGE>


Part II - Other Information

Item 1.     Legal Proceedings

     The Company is not a party to any material legal proceedings.

Item 2.     Changes in Securities

     None

Item 3.     Defaults upon Senior Securities

     None

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

     None

Item 5.     Other Information

     None

Item 6.     Exhibits and Reports on Form 8-K

     1.   Exhibits as required by Item 601 of Regulation S-B.


          3.1  Articles of Incorporation of the Registrant (as amended
               and restated) dated May 6, 1993 and as amended March 27,
               1994 and June 10, 1999
          11   Earnings Per Share Calculation
          27   Financial Data Schedule

     2.   No reports on Form 8-K have been filed during the
          quarter for which this report is filed.

SIGNATURES

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

                         Bourbon Bancshares, Inc.

Date  __5/12/00_________ __/s/Buckner Woodford____________
                         Buckner Woodford, President and C.E.O.

Date  __5/12/00_________ __/s/Gregory J. Dawson___________
                         Gregory J. Dawson, Chief Financial Officer

<PAGE>

EXHIBIT 3.1

        AMENDED AND RESTATED ARTICLES OF INORPORATION

                             OF

                  BOURBON BANCSHARES, INC.

Pursuant to the provisions of KRS 271B.10-060 and .10-070,
Bourbon Bancshares, Inc. (the "Corporation") amends and
restates its Articles of Incorporation and in connection
with these Amended and Restated Articles of Incorporation
certifies the following:

     1.   The name of the corporation is Bourbon Bancshares, Inc.

     2.   The complete text of the Corporation's Articles of
          Incorporation, as amended and restated, is set forth on
          Exhibit A hereto.

     3.   The Amended and Restated Articles of Incorporation
          contain amendments to the Corporation's Articles of
          Incorporation requiring shareholder approval.  On May 3,
          1993, these amendments were approved by the shareholders of
          the Corporation at a meeting at which 581,210 Common Shares
          (the only outstanding class of shares of the Corporation)
          were entitled to be voted on the amendments, 473,686 Common
          Shares were indisputably represented at the meeting and
          469,021 Common Shares were voted in favor of the amendments,
          representing a number of votes sufficient for approval by
          the shareholders of the Corporation.


DATED:  May 6, 1993


                                   BOURBON BANCSHARES, INC.



                                   By: __/s/Buckner Woodford____
                                     Buckner Woodford, President


This Instrument Prepared By:

 /s/David W. Harper____
David W. Harper
HIRN REED & HARPER
2000 Meidinger Tower
Louisville, KY  40202
(502)585-2450

<PAGE>

                                                                  EXHIBIT A

                      AMENDED AND RESTATED
                   ARTICLES OF INCORPORATION

                               OF

                    BOURBON BANCSHARES, INC.


                           ARTICLE I

                              Name

      The  Corporation's  name shall be Bourbon  Bancshares, Inc.


                           ARTICLE II

                            Duration

     The Corporation's duration shall be perpetual.


                          ARTICLE III

                            Purposes

     The Corporation's purposes shall be to transact any and
all  lawful  business for which corporations may be  incorpo
rated  under the Kentucky Business Corporation Act ("KBCA"),
as  from  time  to  time in existence  or  replaced  by  any
successor Act.


                           ARTICLE IV

                       Authorized Shares

      The  total number of shares that the Corporation shall
have the authority to issue is 1,800,000 shares, which shall
be divided into two classes as follows:

     1,500,000 Common Shares; and

     300,000 Preferred Shares.

     The designations, voting powers and relative rights and
preferences of the shares shall be as follows:

     A.   Common Shares.

           1.    Powers, Rights and Preferences.  The Common
Shares shall be without distinction as to powers, rights and
preferences.   Except as may be provided  by  the  Board  of
Directors in a designation of any series of Preferred Shares
(in accordance with the provisions of Paragraph B of Article
IV) or as otherwise declared by law, the Common Shares shall
have  the exclusive right to vote for the election of  direc
tors  and  on  all  other matters in which shareholders  are
generally  entitled  to vote.  Except with  respect  to  the
election of directors (where cumulative voting is required),
each  of  the  Common Shares shall have one vote  per  share
(which  vote  may  not  be split into fractional  votes)  on
matters  on  which holders of Common Shares are entitled  to
vote.

<PAGE>

           2.    Dividends.   After  the  requirements  with
respect to preferential dividends on Preferred Shares (fixed
in  accordance with the provisions of Paragraph B of Article
IV),  if  any,  have been met and after the Corporation  has
complied  with  any requirements for setting aside  sums  as
sinking funds or redemption or purchase accounts and subject
further  to any other conditions that may be established  in
accordance with the provisions of Paragraph B of Article IV,
the  holders of Common Shares shall be entitled  to  receive
such dividends, if any, as may be declared from time to time
by the Board of Directors.

            3.    Distributions  on  Common  Shares.   After
distribution in full of any preferential amount (as  may  be
fixed  in accordance with the provisions of Paragraph  B  of
Article  IV)  to be distributed to the holders of  Preferred
Shares, and subject to any further rights of the holders  of
Preferred   Shares   to  participate   in   a   liquidation,
distribution or sale of assets, dissolution or winding-up of
the  Corporation,  the  holders of Common  Shares  shall  be
entitled  to  receive,  upon the  voluntary  or  involuntary
liquidation, distribution or sale of assets, dissolution  or
winding-up of the Corporation, all of its remaining  assets,
tangible  and  intangible, of whatever  kind  available  for
distribution  to the shareholders, ratably in proportion  to
the number of Common Shares held by each.

          4.   Issuance of Common Shares.  Common Shares may
be  issued from time to time as the Board of Directors shall
determine  and  on such terms and for such consideration  as
shall be fixed by the Board of Directors.

     B.   Preferred Shares.

           1.    Issuance by Board Resolutions; Series.  The
Board  of  Directors of the Corporation shall have authority
by resolution to issue from time to time Preferred Shares in
one  or more series.  Each series shall be distinctly  desig
nated  by  number, letter or title.  All shares of  any  one
series  of Preferred Shares shall be alike in every  particu
lar.   The powers, preferences and voting, relative, partici
pating,  optional and other rights of each such series,  and
the qualifications, limitations or restrictions thereof,  if
any,  may  differ from those of any and all other series  at
any time outstanding.

           2.    Preferences  and Rights.   Subject  to  the
provisions of subparagraph 3 of this Paragraph B of  Article
IV,  the  Board  of Directors of the Corporation  is  hereby
expressly  granted authority to fix by resolution or  resolu
tions  adopted prior to the issuance of any shares  of  each
particular  series  of  Preferred Shares,  the  designation,
powers,  preferences  and  voting, relative,  participating,
optional  and  other rights, and the qualifications,  limita
tions  and  restrictions thereof, if any,  of  such  series,
including,  but  without  limiting  the  generality  of  the
foregoing, the following:

                (a)  The distinctive designation of, and the
     number  of Preferred Shares that shall constitute,  the
     series, which number from time to time may be increased
     (except  as  otherwise fixed by the Board of Directors)
     or  decreased  (but  not below  the  number  of  shares
     thereof  then outstanding) from time to time by  action
     of the Board of Directors;

                (b)   The rate and times at which,  and  the
     terms  and  conditions  upon which,  dividends  on  the
     shares  of the series shall be paid, whether  the  divi
     dends  shall  be cumulative or non-cumulative,  and  if
     cumulative,  from what date or dates,  and  the  prefer
     ences  or  relation, if any, of such dividends  to  the
     dividends payable on any shares of any other series  or
     class of stock of the Corporation;

                (c)   Whether shares of the series shall  be
     subject to redemption, and if so subject, whether  they
     shall be subject to redemption (i) at the option of the
     Corporation,  the  shareholder, another  person  and/or
     upon  the  occurrence of a designated event,  (ii)  for
     cash,   indebtedness,  securities  (including,  without
     limitation,  Common Shares) or other property,  or  any
     combination thereof, and (iii) for a designated  amount
     or  for  an  amount  determined in  accordance  with  a
     designated formula or by reference to extrinsic data or
     events;  and, as to any shares of a series  subject  to
     redemption,  such other terms and conditions  on  which
     the shares of the series may be redeemed;

<PAGE>

               (d)  Whether the holders of the shares of the
     series  shall be entitled to the benefit of  a  sinking
     fund or redemption or purchase account to be applied to
     the  purchase or redemption of the shares of the series
     and,  if  so entitled, the amount of such fund and  the
     terms and conditions relative to the operation thereof;

                (e)   Whether the shares of the series shall
     be convertible into, or exchangeable for, any Common or
     other  Preferred Shares of the Corporation or any other
     securities  and,  if  so convertible  or  exchangeable,
     whether the conversion or exchange (i) is at the option
     of  the  Corporation, the shareholder,  another  person
     and/or upon the occurrence of a designated event,  (ii)
     shall be for cash, indebtedness, securities (including,
     without  limitation, Common Shares) or other  property,
     or  any combination thereof, and (iii) shall be  for  a
     designated amount or at a designated ratio, or  for  an
     amount  or at a ratio determined in accordance  with  a
     designated formula or by reference to extrinsic data or
     events;  and, as to any shares of a series  so  convert
     ible  or  exchangeable, such other terms and conditions
     on  which the shares of the series may be converted  or
     exchanged;

                (f)   The rights, if any, of the holders  of
     the  shares of the series upon voluntary or involuntary
     liquidation,  merger,  consolidation,  distribution  or
     sale  of  assets,  dissolution  or  winding-up  of  the
     Corporation;

                (g)   Whether the shares of the series shall
     have  priority over or parity with or be junior to  the
     shares  of  any  other  class or series,  or  shall  be
     entitled to the benefit of limitations restricting  (i)
     the  creation of indebtedness of the Corporation,  (ii)
     the  issuance  of shares of any other class  or  series
     having  priority  over or being on a  parity  with  the
     shares  of  such series, or (iii) the payment  of  divi
     dends  on,  the  making  of  other  distributions  with
     respect to, or the purchase or redemption of shares  of
     any  other  class or series on parity with  or  ranking
     junior to the shares of any such series as to dividends
     or  other  distributions, and the  terms  of  any  such
     restrictions; or any other restrictions with respect to
     shares of any class or series on parity with or ranking
     junior to the shares of such series in any respect;

               (h)  Whether and in what circumstances shares
     of  a  series  shall have voting rights,  which  voting
     rights, if any, may be general, special, conditional or
     limited  (and,  in the case of special, conditional  or
     limited voting rights, may confer upon holders of  such
     series in certain circumstances the exclusive right  to
     elect  a majority of the members of the Board of  Direc
     tors);  and, as to any shares of a series having voting
     rights,  the  number  of votes  each  holder  shall  be
     entitled  to  cast  per each share of  the  series  and
     whether  holders  of the series are  entitled  to  vote
     separately or together with the holders of one or  more
     other series of Preferred Shares on all or some matters
     as a separate voting group; and

                (i)  Any other powers, preferences, privileg
     es  and  relative,  participating, optional,  or  other
     special  rights of such series, and the qualifications,
     limitations  or  restrictions thereof, to  the  fullest
     extent now and hereafter permitted by law.

          3.   Issuance of Preferred Shares.  Subject to the
following provisions of this subparagraph 3, shares  of  any
series  of Preferred Shares may be issued from time to  time
as the Board of Directors shall determine, on such terms and
for  such  consideration as shall be fixed by the  Board  of
Directors.  The relative powers, preferences and  rights  of
each  series of Preferred Shares in relation to the  powers,
preferences  and  rights of each other series  of  Preferred
Shares  shall be as fixed from time to time by the Board  of
Directors in the resolution or resolutions adopted  pursuant
to  authority  granted in this Paragraph B  of  Article  IV.
Except as otherwise declared by law, the consent by class or
series  vote  or  otherwise of the holders of  such  of  the
series  of  the Preferred Shares as are from  time  to  time
outstanding  shall not be required for the issuance  by  the
Board  of Directors of any other series of Preferred Shares,
whether  the  powers, preferences and rights of  such  other
series  shall be fixed by the Board of Directors  as  senior
to,  or on a parity with, the powers, preferences and rights
of  such  outstanding  series, or  any  of  them;  provided,
however,  that  the Board of Directors may provide  in  such
resolution or resolutions adopted with respect to any series
of  Preferred  Shares that the consent of the holders  of  a
majority  (or  such greater proportion as shall  be  therein
fixed)  of  the  outstanding shares of  such  series  voting
thereon  shall be required for the issuance of  any  or  all
other series of Preferred Shares.

<PAGE>

                           ARTICLE V

                       Board of Directors

       A.     Number.   The  business  and  affairs  of  the
Corporation shall be managed and conducted by or  under  the
direction  of a Board of Directors.  The number of directors
(exclusive of directors to be elected by the holders of  one
or  more series of Preferred Shares of the Corporation  that
may  be outstanding, voting separately as a series or class)
shall  be  fixed from time to time by the Board of Directors
of  the  Corporation by resolution adopted by a majority  of
the entire Board of Directors, but in no event shall be less
than nine (9) nor more than fifteen (15).

      B.    Classes  of Directors.  The Board  of  Directors
shall  be divided into three classes, Class I, Class II  and
Class  III,  that  shall be as nearly  equal  in  number  as
reasonably possible; provided, however, that the  number  of
directors  in  any one class may not exceed  the  number  of
directors in any other class by more than one.  The  initial
allocation  of directors among classes shall be  established
by  resolution adopted by the holders of a majority  of  the
outstanding shares of the Corporation entitled to vote in an
election of directors.

     C.   Terms of Office.  Each initial director in Class I
shall  serve for a term expiring at the 1994 annual  meeting
of  shareholders; each initial director in  Class  II  shall
serve  for  a  term expiring at the 1995 annual  meeting  of
shareholders; and each initial director in Class  III  shall
serve  for  a  term expiring at the 1996 annual  meeting  of
shareholders.   At  each  annual  meeting  of   shareholders
following adoption of these Amended and Restated Articles of
Incorporation, the directors chosen to succeed  those  whose
terms have expired shall be identified as being of the  same
class  of  directors they succeed and shall  be  elected  to
serve  for  a  term  ending on the third annual  meeting  of
shareholders following the annual meeting of shareholders at
which  they  were elected.  Each director shall serve  until
his  successor is duly elected and qualified, except in  the
case of death, resignation or removal.

      D.    Removal.  Subject to the rights, if any, of  the
holders  of any series of Preferred Shares then outstanding,
any director or the entire Board of Directors may be removed
from  office  at  any time, but only for cause  and  by  the
affirmative  vote  of the holders of at  least  67%  of  all
shares  of the Corporation outstanding and then entitled  to
vote  generally in an election of directors, voting together
as   a   single   class.   Notwithstanding  the  immediately
preceding  sentence,  if  less  than  the  entire  Board  of
Directors is to be removed, no one of the directors  may  be
removed  if  the  votes cast against his  removal  would  be
sufficient  to elect him if then cumulatively  voted  at  an
election of the class of directors of which he is a part.

      E.   Vacancies.  Subject to the rights, if any, of the
holders  of any series of Preferred Shares then outstanding,
newly  created directorships resulting from any increase  in
the  authorized number of directors or any vacancies in  the
Board  of  Directors  resulting from death,  resignation  or
removal  may  be  filled  only by a  majority  vote  of  the
directors  then in office, though less than  a  quorum,  and
directors so chosen shall hold office for a term expiring at
the  annual  meeting of shareholders at which  the  term  of
office  of the class to which they have been elected expires
or,  in the case of newly created directorships, shall  hold
office  until  such  time  as determined  by  the  directors
electing  such  new  director (in a manner  consistent  with
Paragraph  B of this Article V).  No decrease in the  number
of  directors  constituting the  Board  of  Directors  shall
shorten the term of any incumbent director.

       F.     Rights   of   Holders  of  Preferred   Shares.
Notwithstanding the foregoing, whenever the holders  of  any
one  or  more  series  of Preferred  Shares  issued  by  the
Corporation  pursuant to Article IV shall  have  the  right,
voting  separately  as  a  class  or  by  series,  to  elect
directors  at  an annual or special meeting of shareholders,
the  election, term of office, removal, filling of vacancies
and  other features of such directorships shall be  governed
by  the  terms of the series of Preferred Shares  applicable
thereto, and such directors so elected shall not be  divided
into  classes  pursuant to this Article V  unless  expressly
provided by the terms of the applicable series.

<PAGE>

                           ARTICLE VI

                             Bylaws

     The Board of Directors is authorized to adopt, amend or
repeal  the Bylaws of the Corporation.  Any Bylaws  made  by
the directors under the powers conferred by this Article  VI
may  be  amended  or  repealed by the  shareholders  of  the
Corporation.   The Bylaws may contain, among other  matters,
provisions  requiring (i) advance notice of business  to  be
conducted  and shareholder proposals to be submitted  at  an
annual  meeting  of  shareholders of the  Corporation,  (ii)
procedures for the nomination of persons for election to the
Board of Directors, including nominations made other than by
or  at  the  direction of the Board of Directors, and  (iii)
provisions  requiring that various provisions of the  Bylaws
may  not  be  amended or repealed unless the  holders  of  a
supermajority  percentage of the shares of  the  Corporation
then entitled to vote generally in an election of directors,
not  to  exceed  80%,  voting together as  a  single  class,
approve such amendment or repeal.


                          ARTICLE VII

     Higher Vote for Certain Business Combinations Required

      Except as otherwise provided in this Article VII,  the
affirmative vote of the holders of no fewer than (i) 67%  of
the  outstanding Voting Shares (as hereinafter  defined)  of
the  Corporation  and  (ii) a majority  of  the  outstanding
Voting  Shares of the Corporation that are not "beneficially
owned" (as hereinafter defined) by an Interested Shareholder
that  directly,  or indirectly through an  Affiliate,  is  a
party   to  or  otherwise  proposes  any  of  the  following
transactions  involving  the  Corporation  or  any  of   its
Subsidiaries,  shall  be required  to  approve  any  of  the
following transactions ("Business Combination"):

            (a)    Any  merger  or  consolidation   of   the
Corporation  or  any  of  its Subsidiaries  (as  hereinafter
defined)  with  or  into  an Interested  Shareholder  or  an
Affiliate,  or any merger or consolidation of an  Interested
Shareholder or an Affiliate with or into the Corporation  or
any of its Subsidiaries;

           (b)  Any share exchange involving the Corporation
or  any of its Subsidiaries and the acquisition of shares of
the  Corporation or any of its Subsidiaries by an Interested
Shareholder or an Affiliate pursuant to such share exchange;

           (c)  Any sale, lease, exchange, mortgage, pledge,
transfer  or  other  disposition (in one  transaction  or  a
series  of transactions) of all or substantially all of  the
assets of the corporation or any of its Subsidiaries  to  an
Interested Shareholder or an Affiliate;

           (d)   Any issuance or transfer by the Corporation
or  by  any  of  its Subsidiaries (in one transaction  or  a
series  of  transactions)  of  any  Voting  Shares  of   the
Corporation  or  any of its Subsidiaries to  any  Interested
Shareholder or an Affiliate in exchange for cash, securities
or other property;

           (e)   Any  adoption of any plan or  proposal  for
liquidation or dissolution of the Corporation or any of  its
Subsidiaries  proposed  by or on  behalf  of  an  Interested
Shareholder;

            (f)    Any   reclassification   of   securities,
recapitalization  or  other  transaction   (other   than   a
redemption  in  accordance with the terms  of  the  security
redeemed)  which has the effect, directly or indirectly,  of
increasing the proportionate amount of Voting Shares of  the
Corporation or any of its Subsidiaries that are beneficially
owned  by an Interested Shareholder or an Affiliate, or  any
partial  or  complete  liquidation, spin-off,  split-off  or
split-up of the Corporation or any of its Subsidiaries; or

<PAGE>

           (g)  Any agreement, contract or other arrangement
providing  for  any of the transactions described  above  in
paragraphs (a) to (f) in this Article VII.

     The voting requirement of this Article VII shall not be
applicable  to  any particular Business Combination  if  the
Business Combination has been approved by a majority of  the
Disinterested  Directors  (as  hereinafter  defined).    The
Business Combination that has been approved by a majority of
the  Disinterested Directors shall require  the  affirmative
vote as is required by law.

     For the purposes of these Articles of Incorporation:

          (a)  "Affiliate":  An "Affiliate" of an Interested
Shareholder  is  a person or other entity that  directly  or
indirectly through one or more intermediaries, controls,  or
is  controlled  by,  or  is under common  control  with,  an
Interested Shareholder.

          (b)  "Associate":  An "Associate" of an Interested
Shareholder  means  (i)  a  director,  officer,  partner  or
beneficial owner of ten percent or more of any class of  its
securities   or  other  similar  interests,  (ii)   if   the
Interested  Shareholder  is a trust  or  other  estate,  any
person that has a substantial beneficial interest in, or who
serves as a trustee of, the Interested Shareholder or serves
in  a  similar fiduciary capacity for it, (iii) any relative
or  spouse of the Interested Shareholder  or any relative or
spouse  of any officer, director or beneficial owner of  ten
percent  or more of any class of securities or other similar
interests  of  an  Interested  Shareholder,  and  (iv)   any
relative  of  such  spouse referred to in  clause  (b)(iii),
immediately  above,  who resides in the  same  home  as  the
Interested   Shareholder  or  any   officer,   director   or
beneficial  owner of ten percent or more  of  any  class  of
securities  or  other similar interests  of  the  Interested
Shareholder.

           (c)   "Beneficial Ownership":  A person or entity
"beneficially owns" securities or other similar interests in
another  when  such person, directly or indirectly,  through
any  contract,  arrangement, understanding, relationship  or
otherwise,  has  or  shares  (i)  the  voting  power,  which
includes the power to direct the voting of such security  or
other  similar interests, or (ii) the right to  acquire  the
securities  or  other  similar  interests  pursuant  to  any
contract  or  arrangement upon the exercise of  any  option,
warrant or other similar right, upon the conversion  of  any
other shares or upon the revocation of a trust or otherwise.
A   person  or  entity  shall  be  conclusively  deemed   to
"beneficially own" securities or other similar interests  of
its Affiliates or Associates.

           (d)   "Disinterested Director":  A "Disinterested
Director"  shall mean any member of the Board  of  Directors
who  is unaffiliated with the Interested Shareholder and was
a  member  of the Board of Directors prior to the time  that
the Interested Shareholder became an Interested Shareholder,
and any successor of a Disinterested Director who is not  an
Affiliate  of the Interested Shareholder and is  recommended
to  succeed  a Disinterested Director by a majority  of  the
Disinterested Directors then on the Board of Directors.

           (e)   "Interested Shareholder":   An  "Interested
Shareholder"  of  the Corporation means any  person  who  or
which:

                (i)   itself or together with its Affiliates
     and  Associates  is the beneficial owner,  directly  or
     indirectly,  of ten percent or more of the  outstanding
     Voting  Shares  of  the  Corporation  or  any  of   its
     Subsidiaries; or

                (ii)  is  an  assignee of or  has  otherwise
     succeeded  to, the beneficial ownership of  any  Voting
     Shares  of  the Corporation or any of its  Subsidiaries
     that   were  at  any  time  within  a  two-year  period
     immediately  prior to the date in question beneficially
     owned  by an Interested Shareholder, if such assignment
     or  succession shall have occurred in the course  of  a
     transaction  or series of transactions not involving  a
     public  offering within the meaning of  the  Securities
     Act of 1933, as amended.

            (f)    "Subsidiary":   A  "Subsidiary"  of   the
Corporation is another corporation of which one-half or more
of   its  Voting  Shares  are  beneficially  owned  by   the
Corporation,  directly or indirectly, through  one  or  more
intermediaries.

<PAGE>

           (g)  "Voting Shares":  "Voting Shares" shall mean
any  security  or other similar interest of any corporation,
trust,  partnership or other entity that carries with  it  a
right  to  vote  generally in the election of  directors  or
other governing body of that entity.

      The  Disinterested Directors shall have the power  and
duty  to determine for the purposes of this Article VII,  on
the  basis of the information known to them after reasonable
inquiry,  (i)  whether a person or entity is  an  Interested
Shareholder,  (ii) the number of Voting Shares  beneficially
owned  by  any person or entity, (iii) whether a  person  or
entity  is  an  Affiliate or an Associate of  another,  (iv)
whether  any  transaction or series  of  transactions  is  a
Business  Combination, (v) whether the assets  sold  in  any
Business  Combination constitute substantially  all  of  the
assets  of  the Corporation or any of its Subsidiaries,  and
(vi)   such   other  matters  with  respect   to   which   a
determination is required under this Article VII.  Any  such
determination  made  by  a  majority  of  the  Disinterested
Directors  shall  be  final  and binding  for  all  purposes
hereunder.


                          ARTICLE VIII

                       Shareholder Action

      A.    General.  Subject to the rights, if any, of  the
holders  of any series of Preferred Shares then outstanding,
any  action required or permitted to be taken at any  annual
or  special meeting of shareholders may be taken  only  upon
the vote of the shareholders at an annual or special meeting
duly  called and may not be taken by written consent of  the
shareholders.

      B.   Special Meetings.  Subject to the rights, if any,
of  the  holders  of  any  series of Preferred  Shares  then
outstanding,  the  Corporation shall  only  hold  a  special
meeting of shareholders:

           (a)  On call of a majority of the entire Board of
Directors; or

           (b)   If  the holders of at least 67% of all  the
votes  entitled  to  be  cast on any issue  proposed  to  be
considered at the proposed special meeting sign,  date,  and
deliver  to  the  Corporation's secretary one  (1)  or  more
written  demands for the meeting describing the  purpose  or
purposes for which it is to be held.

<PAGE>

                           ARTICLE IX

                 Indemnification and Insurance

      A.   Right to Indemnification.  Each person who was or
is  made a party or is threatened to be made a party to,  or
is  involved  in,  any  action, suit or proceeding,  whether
civil, criminal, administrative or investigative and whether
formal  or informal (hereinafter a "proceeding"), by  reason
of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director or officer of
the  Corporation or is or was serving at the request of  the
Corporation  as a director, officer, employee  or  agent  of
another  corporation  or  of a partnership,  joint  venture,
trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding
is  alleged  action in an official capacity as  a  director,
officer,  employee or agent or in any other  capacity  while
serving as a director, officer, employee or agent, shall  be
indemnified  and  held harmless by the  Corporation  to  the
fullest extent authorized by the KBCA, as the same exists or
may  hereafter  be  amended (but, in the case  of  any  such
amendment,  only  to the extent that such amendment  permits
the  Corporation  to provide broader indemnification  rights
than said law permitted the Corporation to provide prior  to
such  amendment),  against all expense, liability  and  loss
(including attorney's fees, judgements, fines, ERISA  excise
taxes  or penalties and amounts paid or to be paid in settle
ment)  reasonably  incurred or suffered by  such  person  in
connection therewith, and such indemnification shall  contin
ue  as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of  his  or
her  heirs, executors and administrators; provided, however,
that,  except as provided in paragraph B hereof, the Corpora
tion shall indemnify any such person seeking indemnification
in  connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was
authorized  by  the Board of Directors of  the  Corporation.
The  right to indemnification conferred in this paragraph  A
of  Article  IX shall be a contract right and shall  include
the  right  to  be paid by the Corporation the  expenses  in
curred  in defending any such proceeding in advance  of  its
final  disposition; provided, however,  that,  if  the  KBCA
requires, the payment of such expenses incurred by  a  direc
tor  or  officer  in his or her capacity as  a  director  or
officer (and not in any other capacity in which service  was
or  is  rendered by such person while a director or officer,
including,  without  limitation,  service  to  an   employee
benefit  plan)  in  advance of the final  disposition  of  a
proceeding,  shall be made only upon delivery to  the  Corpo
ration  of an undertaking, by or on behalf of such  director
or  officer,  to repay all amounts so advanced if  it  shall
ultimately  be determined that such director or  officer  is
not  entitled to be indemnified under this section or  other
wise.   The  Corporation  may, by action  of  its  Board  of
Directors,  provide indemnification to employees and  agents
of  the  Corporation with the same scope and effect  as  the
foregoing indemnification of directors and officers.

     B.   Right of Claimant to Bring Suit.  If a claim under
paragraph  A of this Article IX is not paid in full  by  the
Corporation  within 30 days after a written claim  has  been
received  by the Corporation, the claimant may, at any  time
thereafter,  bring suit against the Corporation  to  recover
the  unpaid amount of the claim and, if successful in  whole
or  in part, the claimant shall be entitled to be paid  also
the  expense  of  prosecuting such claim.   It  shall  be  a
defense to any such action (other than an action brought  to
enforce  a  claim  for expenses incurred  in  defending  any
proceeding  in  advance of its final disposition  where  the
required  undertaking, if any is required, has been tendered
to  the  Corporation)  that the claimant  has  not  met  the
standard of conduct that makes it permissible under the KBCA
for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be  on
the  Corporation.   Neither the failure of  the  Corporation
(including its Board of Directors, independent legal counsel
or  its shareholders) to have made a determination prior  to
the  commencement of such action that indemnification of the
claimant  is proper in the circumstances because he  or  she
has  met the applicable standard of conduct set forth in the
KBCA,   nor  an  actual  determination  by  the  Corporation
(including its Board of Directors, independent legal counsel
or  its  shareholders) that the claimant has  not  met  such
applicable  standard of conduct, shall be a defense  to  the
action or create a presumption that the claimant has not met
the applicable standard of conduct.

      C.    Non-Exclusivity of Rights.  The right to indemni
fication and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred  in
this  Article IX shall not be exclusive of any  other  right
that  any  person  may have or hereafter acquire  under  any
statute, provision of the Articles of Incorporation,  Bylaw,
agreement,  vote of shareholders or disinterested directors,
or otherwise.

<PAGE>

      D.    Insurance.   The Corporation may maintain  insur
ance,  at  its expense, to protect itself and any  director,
officer,  employee  or agent of the Corporation  or  another
corporation,  partnership, joint  venture,  trust  or  other
enterprise  against  any such expense,  liability  or  loss,
whether  or  not  the Corporation would have  the  power  to
indemnify  such  person against such expense,  liability  or
loss under the KBCA.


                           ARTICLE X

                Limitation on Director Liability

      A.    Scope of Limitation.  A director of the  Corpora
tion  shall  not be personally liable to the Corporation  or
its  shareholders for monetary damages for any act  or  omis
sion constituting a breach of his duty as a director, unless
such  act or omission (i) relates to a transaction in  which
the  director has a personal financial interest that  is  in
conflict with the financial interests of the Corporation  or
its  shareholders;  (ii) is not in good  faith  or  involves
intentional misconduct or is known to the director to  be  a
violation  of  law;  (iii) is a vote for  or  assent  to  an
unlawful  distribution to shareholders as  prohibited  under
KRS  271B.8-330; or (iv) relates to a transaction from which
the director derives an improper personal benefit.

      B.    Amendment  of KBCA.  If the KBCA is  amended  to
authorize  corporate action further eliminating or  limiting
the personal liability of directors, then the liability of a
director  of the Corporation shall be eliminated or  limited
to  the fullest extent permitted by the KBCA, as so amended,
without  the  necessity  for further shareholder  action  in
respect thereof.

      C.    Repeal or Modification.  Any repeal or  modifica
tion  of  this Article X by the shareholders of the  Corpora
tion shall not adversely affect any right or protection of a
director of the Corporation hereunder in respect of any  act
or  omission occurring prior to the time of such  repeal  or
modification.


                           ARTICLE XI

                      Share Distributions

      Except as may be provided by the Board of Directors of
the  Corporation in a designation of any series of Preferred
Shares (in accordance with the provisions of Paragraph B  of
Article IV), shares of one class or series may be issued  as
a  share  dividend in respect of shares of another class  or
series.


                          ARTICLE XII

                  Change in Control Proposals

      In  furtherance and not in limitation  of  the  powers
conferred  by law or in these Amended and Restated  Articles
of  Incorporation, the Board of Directors (and any committee
of  the Board of Directors) is expressly authorized, to  the
extent  permitted by law, to take such action or actions  as
the  Board  or such committee may determine to be reasonably
necessary or desirable to (i) encourage any person to  enter
into negotiations with the Board of Directors and management
of  the Corporation with respect to any transaction that may
result  in  a change in control of the Corporation  that  is
proposed  or  initiated by such person or  (ii)  contest  or
oppose  any such transaction that the Board of Directors  or
such committee determines to be unfair, abusive or otherwise
undesirable  with  respect  to  the  Corporation   and   its
business,  assets or properties or the shareholders  of  the
Corporation, including, without limitation, the adoption  of
such  plans  or  the  issuance of rights,  options,  shares,
notes,  debentures  or other evidences  of  indebtedness  or
other  securities of the Corporation, which rights, options,
shares,  notes,  debentures or evidences of indebtedness  or
other  securities (x) may be exchangeable for or convertible
into  cash  or other securities on such terms and conditions
as  may be determined by the Board or such committee and (y)
may  provide  for the treatment of any holder  or  class  of
holders thereof designated by the Board of Directors or  any
such   committee  in  respect  of  the  terms,   conditions,
provisions  and rights of such securities that is  different
from, and unequal to, the terms, conditions, provisions  and
rights applicable to all other holders thereof.


<PAGE>

                          ARTICLE XIII

       Super Majority Approval for Certain Amendments to
      These Amended and Restated Articles of Incorporation

      Notwithstanding any other provision in  these  Amended
and  Restated Articles of Incorporation to the contrary, the
provisions of Articles V, VI, VII, VIII, IX, X and XII,  and
this  Article  XIII, shall not be amended or  repealed,  nor
shall  any provision in these Amended and Restated  Articles
of  Incorporation that is inconsistent with Articles V,  VI,
VII, VIII, IX, X and XII, and this Article XIII, be adopted,
unless approved by the affirmative vote of the holders of no
fewer than (i) 67% of the voting power of all shares of  the
Corporation then entitled to vote generally in the  election
of directors, voting together as a single class, and (ii)  a
majority  of  the  voting  power  of  all  shares   of   the
Corporation  entitled to vote generally in the  election  of
directors, voting together as a single class, excluding  the
voting  power  of all shares of the Corporation  of  a  then
Interested  Shareholder  not  beneficially  owned  by   such
shareholder  (whether  then an "Interested  Shareholder"  or
otherwise) on March 9, 1993.


<PAGE>


                    ARTICLES OF AMENDMENT
                             TO
                  ARTICLES OF INCORPORATION
                             OF
                  BOURBON BANCSHARES, INC.

      Pursuant to the provisions of KRS 271B.10-030 and  KRS
271B.10-060,  Articles  of  Amendment  to  the  Articles  of
Incorporation    of    Bourbon   Bancshares,    Inc.    (the
"Corporation") are hereby adopted:

     FIRST:    The   name  of  the  Corporation  is  Bourbon
               Bancshares, Inc.

     SECOND:   The  amendment adopted  amends
               the first leterary sentence of
               Article IV of the Articles  of
               Incorporation to read  in  its
               entirety as follows:

               "The  total number  of  shares
               that   the  Corporation  shall
               have the authority to issue is
               3,300,000 shares, which  shall
               be divided into two classes as
               follows:    3,000,000   Common
               Shares;  and 300,000 Preferred
               Shares."

     THIRD:    The  above-described amendment
               was adopted on May 2, 1994  at
               a  meeting of the shareholders
               of  the Corporation held  upon
               written notice as provided  in
               the      Kentucky     Business
               Corporation Act.

     FOURTH:   Of  the  585,590 Common Shares
               of the Corporation outstanding
               and  entitled to vote  on  the
               above-described     amendment,
               454,825  Common  Shares   were
               indisputably  represented   at
               the  meeting, and 454,825 were
               cast  in  favor  there-of  and
               none  were cast against.   The
               number   of  votes  cast   for
               approval    of   the    above-
               described    amendment     was
               sufficient    for     approval
               thereof.


Dated:   May 27, 1994

                                   BOURBON BANCSHARES, INC.


                                   By:__/s/Buckner Woodford______

                                     Buckner Woodford, President



<PAGE>


                    ARTICLES OF AMENDMENT
                             TO
                  ARTICLES OF INCORPORATION
                             OF
                  BOURBON BANCSHARES, INC.

      Pursuant to the provisions of KRS 271B.10-030 and  KRS
271B.10-060,  Articles  of  Amendment  to  the  Articles  of
Incorporation    of    Bourbon   Bancshares,    Inc.    (the
"Corporation") are hereby adopted:

     FIRST:    The   name  of  the  Corporation  is  Bourbon
               Bancshares, Inc.

     SECOND:   The   amendment  (the   "Share
               Amendment") adopted amends the
               first  sentence of Article  IV
               of     the     Articles     of
               Incorporation to read  in  its
               entirety as follows:

               "The  total number  of  shares
               that   the  Corporation  shall
               have the authority to issue is
               10,300,000 shares, which shall
               be divided into two classes as
               follows:   10,000,000   Common
               Shares;  and 300,000 Preferred
               Shares."

     THIRD:    The  amendment (the  "Director
               Amendment")   adopted   amends
               Section A. of Article V of the
               Articles  of Incorporation  to
               read   in   its  entirety   as
               follows:

               "A.     Number.  The  business
               and affairs of the Corporation
               shall be managed and conducted
               by or under the direction of a
               Board   of   Directors.    The
               number of directors (exclusive
               of  directors to be elected by
               the  holders  of one  or  more
               series of Preferred Shares  of
               the  Corporation that  may  be
               outstanding, voting separately
               as a series or class) shall be
               fixed from time to time by the
               Board  of  Directors  of   the
               Corporation   by    resolution
               adopted by a majority  of  the
               entire Board of Directors, but
               in no event shall be less than
               five (5) nor more than fifteen
               (15)."

     FOURTH:   The  Share Amendment  and  the
               Director    Amendment     were
               adopted  by  holders  of   the
               Corporation's  Common  Shares,
               the  Corporation's sole  class
               of   issued   and  outstanding
               shares,  at  the Corporation's
               1999    Annual   Meeting    of
               Shareholders (the "1999 Annual
               Meeting") on May 3, 1999.

<PAGE>

     FIFTH:    There  were  1,402,588  Common
               Shares issued, outstanding and
               entitled  to vote at the  1999
               Annual   Meeting,   of   which
               1,156,945  Common Shares  were
               indisputably  represented   at
               the  1999 Annual Meeting.  The
               total   number  of  undisputed
               votes   cast  for  the   Share
               Amendment  was  1,116,814  and
               the total number of undisputed
               votes  cast  for the  Director
               Amendment was 1,112,535.   The
               number  of  undisputed   votes
               cast  for  each of  the  Share
               Amendment  and  the   Director
               Amendment  was sufficient  for
               approval by the shareholders.



Dated:   June 10, 1999.

                                   BOURBON BANCSHARES, INC.


                                   By:_/s/Buckner Woodford_______
                                     Buckner Woodford, President




Exhibit 11

Earnings Per Share

The factors used in the earnings per share computation follow:

                                             Three Months Ended
                                                 March 31,
                                             2000   1999
                                                 (in thousands)

  Basic Earnings Per Share
   Net Income                                      $1,308   $1,119
   Weighted average common shares outstanding       2,809    2,805
   Basic earnings per share                        $ 0.47   $ 0.40

  Diluted Earnings Per Share
   Net Income                                      $1,308   $1,119
   Weighted average common shares outstanding       2,809    2,805
   Add dilutive effects of assumed exercise
    of stock options                                   63       57
   Weighted average common and dilutive
    Potential common shares outstanding             2,872    2,862
   Diluted earnings per share                      $ 0.46  $  0.39

  Stock options for 600 shares (for the quarter ended March
  31, 2000) and 25,780 shares (for the quarter ended March
  31, 1999) of common stock were not considered in
  computing earnings per share because they were
  antidilutive.



<PAGE>