Exhibit 99.3     Proxy Statement

BOURBON BANCSHARES, INC.
400 Main Street
Paris, Kentucky 40361

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 25, 2003

                                                May 19, 2003
To our Shareholders:

The annual meeting of the shareholders of Bourbon Bancshares, Inc. (the
"Company") will be held on Wednesday, June 25, 2003 at 11:00 a.m. local
time, at the Main Office of Kentucky Bank at Main and Fourth Streets,
Paris, Kentucky, for the purposes of:

1.	Election of directors: To elect three Class I directors

2.	Amendment of the Company's Amended and Restated Articles of
Incorporation: To change the Company's name to Kentucky Bancshares,
Inc.

3.	Other Business:  To act upon such other matters as may properly be
brought before the Annual Meeting or any adjournment thereof.  The
Board of Directors does not know of any other matter to come before
the Annual Meeting.

Information regarding the matters to be acted upon at the Annual Meeting
is contained in the Proxy statement accompanying this Notice.  Only
those holders of record of the corporation's common stock at the close
of business on May 8, 2003, are entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof.

All Shareholders are cordially invited to attend the Annual Meeting, but
whether or not you expect to attend the Annual Meeting in person, please
sign and date the enclosed Proxy and return it promptly so your stock
may be voted.

Thank you for your time and consideration.  Please feel free to contact
my office should you have any questions.

                        BY ORDER OF THE BOARD OF DIRECTORS

                        /s/Buckner Woodford IV

                        Buckner Woodford IV
                        President, Bourbon Bancshares, Inc.

YOUR VOTE IS IMPORTANT

PLEASE MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IMMEDIATELY EVEN IF
YOU PLAN TO ATTEND THE ANNUAL MEETING.


BOURBON BANCSHARES, INC.

PROXY STATEMENT

Introduction

     This Proxy Statement is being furnished to shareholders of Bourbon
Bancshares, Inc., a Kentucky corporation (the "Company"), in connection with
the solicitation of proxies by the Board of Directors of the Company (the
"Board") from holders of record of the Company's outstanding Common Shares
(the "Common Shares") as of the close of business on May 8, 2003 (the "Annual
Meeting Record Date"), for use at the Annual Meeting of Shareholders of the
Company (the "Annual Meeting") to be held on Wednesday, June 25, 2003, at
11:00 a.m. (Eastern Daylight Time) in the Board Room of Kentucky Bank, Fourth
and Main Streets, Paris, Kentucky, and at any adjournment or postponement
thereof.  This Proxy Statement is first being mailed to the Company's
shareholders on or about May 19, 2003.  The principal executive offices of the
Company are located at Fourth and Main Streets, Paris, Kentucky 40361.  Its
telephone number is (859) 987-1795.

Purposes of the Annual Meeting

     At the Annual Meeting, holders of Common Shares will be asked to consider
and to vote upon the following matters:

(1)   To elect three Class I directors;
(2)   To change the Company's name to Kentucky Bancshares, Inc.; and
(3)  To transact such other business as may properly come before the
meeting.

     The Board recommends that shareholders vote FOR the election of the
Board's nominees for Class I directors and FOR the change of the Company's
name.  The Board believes that the name change will establish a recognizable
connection between the holding company's name and its banking operations
through its subsidiary, Kentucky Bank.  As of the date of this Proxy
Statement, the Board knows of no other business to come before the Annual
Meeting.

Voting Rights and Proxy Information

     Only holders of record of Common Shares as of the close of business on
the Annual Meeting Record Date will be entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof.  As of the
Annual Meeting Record Date there were 2,777,270 Common Shares outstanding and
entitled to vote at the Annual Meeting.  The presence, either in person or by
properly executed proxy, of the holders of a majority of the outstanding
Common Shares as of the Annual Meeting Record Date is necessary to constitute
a quorum at the Annual Meeting.  Holders of Common Shares are entitled to one
vote per share on any matter, other than the election of directors, that may
properly come before the Annual Meeting.  In the election of directors,
holders of Common Shares have cumulative voting rights whereby each holder is
entitled to vote the number of Common Shares owned multiplied by three (the
number of directors to be elected at the Annual Meeting), and each holder may
cast the whole number of votes for one candidate or distribute such votes
among two or more candidates.  The Board of Directors is soliciting
discretionary authority for the individuals appointed in the proxies to
cumulate votes represented by properly executed proxies and to vote for less
than all the Company's nominees to the Board if deemed appropriate to ensure
the election of as many of the Company's nominees to the Board as possible.

     Those persons receiving the three highest number of votes in the election
of directors will be elected to the Board.

     All Common Shares that are represented at the Annual Meeting by properly
executed proxies received before or at the Annual Meeting and not revoked will
be voted at the Annual Meeting in accordance with the instructions indicated
in such proxies.  If no instructions are indicated, such proxies will be voted
"FOR" the election of the Board's three nominees as Class I directors of the
Company (or, if deemed appropriate by the individuals appointed in the
proxies, cumulatively voted for less than all of the Board's nominees) and
"FOR" the change of the Company's name to Kentucky Bancshares, Inc.

     Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted.  Proxies may be revoked by
(i) filing with the Company, to the attention of Gregory J. Dawson, Secretary,
at or before the Annual Meeting, a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same Common Shares and delivering it to the Company at or before the
Annual Meeting or (iii) attending the Annual Meeting and voting in person
(although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy).  Any written notice revoking a proxy
should be sent to Bourbon Bancshares, Inc., P. O. Box 157, Paris, Kentucky
40362-0157, Attention Gregory J. Dawson, Secretary.

     The Company will bear the cost of the solicitation of proxies by the
Board in connection with the Annual Meeting.  In addition to solicitation by
mail, the Company will request banks, brokers and other custodian nominees and
fiduciaries to supply proxy material to the beneficial owners of Common
Shares, and will reimburse them for their expenses in so doing.  Certain
directors, officers and other employees of the Company, not specially employed
for this purpose, may solicit proxies without additional remuneration
therefore, by personal interview, mail, telephone, facsimile or other
electronic means.

Item 1 - Election of Directors

     Under the Company's Amended and Restated Articles of Incorporation, the
Board of Directors consists of three different classes (Class I, Class II and
Class III), each to serve, subject to the provisions of the Amended and
Restated Articles of Incorporation and Bylaws, for a three year term and until
his successor is duly elected and qualified.  Except as listed below, each
nominee for a Class I directorship has held the specified position for the
last five years.  The names of the nominees proposed for election as Class I
directors, two of which are presently directors of the Company, are set forth
below.  The Company is not aware of any other individual who may be nominated
for election to the Board of Directors at the Annual Meeting.

     William R. Stamler is chairman of Signal Investments, Inc. He became a
director of the Company in 1988.

     Buckner Woodford IV is chairman and CEO of Kentucky Bank, and President
and CEO of Bourbon Bancshares.  He became a director of the Company in 1982.

     Ted McClain is an agent with Hopewell Insurance Company.  He became a
director of Kentucky Bank in 2002.

     The Board of Directors does not contemplate that any of the nominees will
be unable to accept election as a director for any reason.  However, if one or
more of such nominees is unable or unwilling to accept or is unavailable to
serve, the persons named in the proxies or their substitutes shall have
authority, according to their judgment, to vote or to refrain from voting for
other individuals as directors.

     The Board recommends that shareholders vote "FOR" each of the above
nominees for election as Class I directors of the Company.


Item 2 - Company Name Change

     The Board has approved an amendment to Article First of the Company's
Amended and Restated Articles of Incorporation which will change the name of
the Company to Kentucky Bancshares, Inc.  The Board recommended that this
amendment be submitted to the shareholders for approval at the 2003 Annual
Meeting.  The Board believes that approval of the amendment changing the name
to Kentucky Bancshares, Inc. is in the best interest of the Company and its
shareholders.  The Board believes that the name change will establish a
recognizable connection between the holding company's name and its banking
operations through its subsidiary, Kentucky Bank.

     The name change of the Company will not in any way affect the validity of
currently outstanding stock certificates.  You will not be required to
surrender or exchange any stock certificates that you currently hold.  New
share certificates issued upon transfer of shares will bear the name "Kentucky
Bancshares, Inc."  The Board believes that adoption of the proposed amendment
to the Amended and Restated Articles of Incorporation is in the best interests
of the Company and its shareholders.  The Board is proposing that Article
First of the Amended and Restated Articles of Incorporation be amended, to
read in its entirety, as follows:

"FIRST:  The Corporation's name shall be Kentucky Bancshares, Inc."

     The Board recommends that shareholders vote "FOR" the change of the
Company's name.

Item 3 - Other Matters

     As of the date of this Proxy Statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than that
referred to above.  Proxies in the enclosed form will be voted in respect of
any other business that is properly brought before the Annual Meeting in
accordance with the judgment of the person or persons voting the proxies.


                                    By Order of the Board of Directors

                                    /s/Gregory J. Dawson

                                    Gregory J. Dawson, Secretary

                                    May 19, 2003


This Proxy Form is Solicited by the Board of Directors

Bourbon Bancshares, Inc.
Paris, Kentucky

     The undersigned hereby appoints Buckner Woodford IV and Gregory J.
Dawson, or either one of them (with full power to act alone), my proxy, each
with the power to appoint his substitute, to represent me to vote all of the
Corporation's Common Stock which I held of record or am otherwise entitled to
vote at the close of business on May 8, 2003, at the 2003 Annual Meeting of
Shareholders to be held on June 25, 2003 and at any adjournments thereof, with
all powers the undersigned would possess if personally present, as follows:

I.    ELECTION OF DIRECTORS

__    FOR all nominees listed below (except as otherwise indicated
below)

__    AGAINST all nominees listed below

     Ted McClain, William Stamler, Buckner Woodford IV

(INSTRUCTION:  To withhold authority to vote for any individual nominee,
write the nominee's name on the line)

_____________________________________________________________________________

II.    CHANGE OF COMPANY'S NAME TO KENTUCKY BANCSHARES, INC.

      __    FOR

      __    AGAINST

III.   OTHER BUSINESS.  In their discretion, the Proxies are authorized to act
upon such other matters as may properly be brought before the Annual
Meeting or any adjournment thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES
LISTED IN ITEM I AND "FOR" THE COMPANY'S NAME CHANGE.

(PLEASE DATE, MARK, SIGN AND RETURN IMMEDIATELY)

     This proxy form relates to ALL shares owned by the undersigned.

     This proxy form is solicited by the Board of Directors and will be voted
as specified and in accordance with the accompanying proxy statement.  If no
instruction is indicated, this proxy form will be voted "FOR" all of the
nominees listed in Item 1 and "FOR" the Company's name change in Item 2.

     Please sign exactly as name appears.  When shares are held by joint
tenants, both should sign.  When signing as attorney, as executor,
administrator, trustee, or guardian, please give full title as such.  If a
corporation, please sign full corporate name by President or other authorized
officer.  If a partnership, please sign partnership name by authorized person.

DATE___________, 2003
                                          ________________________________
                                             Signature

                                          ________________________________
                                             Signature if held jointly

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