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 September 30, 2007
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:  000-52598

KENTUCKY 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 _____

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer _  Accelerated filer _  Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes         No   X___

Number of shares of Common Stock outstanding as of November 9, 2007:
2,850,889.


KENTUCKY BANCSHARES, INC.

Table of Contents

Part I - Financial Information

Item 1.     Financial Statements

            Consolidated Balance Sheets                             3

            Consolidated Statements of Income and
             Comprehensive Income                                   4

            Consolidated Statement of Changes in
             Stockholders' Equity                                   6

            Consolidated Statements of Cash Flows                   7

            Notes to Consolidated Financial Statements              8

Item 2.     Management's Discussion and Analysis of Financial
             Condition and Results of Operations                   13

Item 3.     Quantitative and Qualitative Disclosures About
             Market Risk                                           19

Item 4.     Controls and Procedures                                20

Part II - Other Information                                        20

Signatures                                                         21

Exhibits

     31.1 Certifications of Chief Executive Officer pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.        22

     31.2 Certifications of Chief Financial Officer pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002.        24

     32   Certifications of Chief Executive Officer and Chief
          Financial Officer pursuant to 18 U.S.C. Section 1350,
          as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.                              26



Item 1 - Financial Statements

KENTUCKY BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS  (unaudited)
(thousands)                                          9/30/2007    12/31/2006
Assets
  Cash and due from banks                          $     13,420  $     14,905
  Federal funds sold                                      9,188         4,106
    Cash and cash equivalents                            22,608        19,011
  Securities available for sale                         125,596       127,891
  Mortgage loans held for sale                              255             -
  Loans                                                 423,130       444,150
  Allowance for loan losses                              (4,781)       (4,991)
    Net loans                                           418,349       439,159
  Federal Home Loan Bank stock                            6,468         6,468
  Bank premises and equipment, net                       16,035        14,327
  Interest receivable                                     5,706         5,654
  Goodwill                                               13,117        13,117
  Other intangible assets                                 1,855         2,058
  Mortgage servicing rights                                 691           746
  Other assets                                            1,310         1,111
    Total assets                                   $    611,990  $    629,542

Liabilities and Stockholders' Equity
  Deposits
    Non-interest bearing                           $     87,409  $     87,503
    Time deposits, $100,000 and over                     81,251        67,255
    Other interest bearing                              294,116       314,050
      Total deposits                                    462,776       468,808
  Repurchase agreements and other borrowings             13,042        11,327
  Federal Home Loan Bank advances                        64,306        80,030
  Subordinated debentures                                 7,217         7,217
  Interest payable                                        4,351         3,683
  Other liabilities                                       2,807         3,196
    Total liabilities                                   554,499       574,261

  Stockholders' equity
  Common stock                                           12,440        12,474
  Additional paid-in capital                                134            59
  Retained earnings                                      46,362        44,062
  Accumulated other comprehensive income (loss)          (1,445)       (1,314)
    Total stockholders' equity                           57,491        55,281
    Total liabilities & stockholders' equity       $    611,990  $    629,542



See Accompanying Notes



KENTUCKY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  (unaudited)
(thousands, except per share amounts)                 Nine Months Ending
                                                     9/30/2007   9/30/2006
INTEREST INCOME:
  Loans, including fees                             $   24,106  $   20,911
  Securities available for sale                          4,774       4,779
  Other                                                    761          99
    Total interest income                               29,641      25,789
INTEREST EXPENSE:
  Deposits                                              11,373       8,593
  Other                                                  3,001       3,359
    Total interest expense                              14,374      11,952
  Net interest income                                   15,267      13,837
  Loan loss provision                                      650         334
  Net interest income after provision                   14,617      13,503
NON-INTEREST INCOME:
  Service charges                                        4,194       3,767
  Loan service fee income                                   46          28
  Trust department income                                  395         455
  Securities available for sale gains (losses), net         33          41
  Gain on sale of mortgage loans                           312         178
  Other                                                  1,002         758
    Total other income                                   5,982       5,227
NON-INTEREST EXPENSE:
  Salaries and employee benefits                         8,051       6,985
  Occupancy expenses                                     1,864       1,705
  Amortization                                             204         116
  Advertising and marketing                                405         363
  Taxes other than payroll, property and income            513         439
  Other                                                  2,503       2,550
    Total other expenses                                13,540      12,158
  Income before taxes                                    7,059       6,572
  Income taxes                                           1,909       1,849
Net income                                          $    5,150  $    4,723

Other Comprehensive Income, net of tax:
Change in Unrealized Gains on Securities                  (112)        494

Comprehensive Income                                $    5,038  $    5,217

Earnings per share
Basic                                               $     1.80  $     1.73
Diluted                                                   1.79        1.72




See Accompanying Notes



KENTUCKY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  (unaudited)
(thousands, except per share amounts)                 Three Months Ending
                                                     9/30/2007   9/30/2006
INTEREST INCOME:
  Loans, including fees                             $    8,012  $    7,726
  Securities available for sale                          1,590       1,751
  Other                                                    199          16
    Total interest income                                9,801       9,493
INTEREST EXPENSE:
  Deposits                                               3,663       3,274
  Other                                                    990       1,369
    Total interest expense                               4,653       4,643
  Net interest income                                    5,148       4,850
  Loan loss provision                                      330          94
  Net interest income after provision                    4,818       4,756
NON-INTEREST INCOME:
  Service charges                                        1,421       1,474
  Loan service fee income                                   14           8
  Trust department income                                  121         138
  Securities available for sale gains (losses), net         30          64
  Gain on sale of mortgage loans                           102          74
  Other                                                    357         281
    Total other income                                   2,045       2,039
NON-INTEREST EXPENSE:
  Salaries and employee benefits                         2,669       2,536
  Occupancy expenses                                       621         628
  Amortization                                              68          68
  Advertising and marketing                                135         123
  Taxes other than payroll, property and income            171         150
  Other                                                    928         939
    Total other expenses                                 4,592       4,444
  Income before taxes                                    2,271       2,351
  Income taxes                                             601         637
Net income                                          $    1,670  $    1,714

Other Comprehensive Income, net of tax:
Change in Unrealized Gains on Securities                 1,269       1,976

Comprehensive Income                                $    2,939  $    3,690

Earnings per share
Basic                                               $     0.58  $     0.60
Diluted                                                   0.58        0.60



See Accompanying Notes



 KENTUCKY BANCSHARES, INC.

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY  (unaudited)
(thousands, except share information)
                                                                                    Accumulated
                                                              Additional               Other          Total
                                         ----Common Stock----  Paid-in   Retained  Comprehensive  Stockholders'
                                           Shares     Amount   Capital   Earnings     Income         Equity

                                       <c>        <c>        <c>      <c>         <c>            <c>
Balances, December 31, 2006               2,864,586  $ 12,474   $  59    $ 44,062    $ (1,314)      $ 55,281

Common stock issued, including tax
 benefit, net (including stock grants
 of 5,605 shares and employee gifts
 of 93 shares)                                8,554        56       -           -           -             56

Stock based compensation expense                  -         -      75           -           -             75

Common stock purchased and retired          (20,469)      (90)      -        (531)          -           (621)

Net change in unrealized gain (loss)
 on securities available for sale,
 net of tax                                       -         -       -           -        (112)          (112)

Net change in SFAS No. 158, net of tax            -         -       -           -         (19)           (19)

Net income                                        -         -       -       5,150           -          5,150

Dividends declared - $0.81 per share              -         -       -      (2,319)          -         (2,319)

Balances, September 30, 2007              2,852,671  $ 12,440   $ 134    $ 46,362    $ (1,445)      $ 57,491

</TABLE>

See Accompanying Notes



KENTUCKY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS  (unaudited)
(thousands)                                               Nine Months Ending
                                                         9/30/2007  9/30/2006
Cash Flows From Operating Activities
  Net Income                                              $ 5,150    $ 4,723
  Adjustments to reconcile net income to
   net cash provided by operating activities:
  Depreciation                                                772        709
  Amortization                                                361        289
  Accretion of premium on debt                                (20)       (56)
  Securities amortization (accretion), net                   (131)        33
  Noncash compensation expense                                 75         49
  Provision for loan losses                                   650        334
  Securities (gains) losses, net                              (33)       (41)
  Originations of loans held for sale                     (10,356)   (11,624)
  Proceeds from sale of loans                              10,413     11,802
  Federal Home Loan Bank stock dividends                        -       (246)
  Gain on sale of mortgage loans                             (312)      (178)
  Changes in:
    Interest receivable                                       (52)    (2,093)
    Other assets                                             (422)     1,364
    Interest payable                                          668        175
    Other liabilities                                        (230)       724
      Net cash from operating activities                    6,533      5,964
Cash Flows From Investing Activities
  Purchases of securities available for sale              (70,496)    (3,215)
  Proceeds from sales of securities available for sale     19,324     17,486
  Proceeds from principal payments, maturities and
   calls of securities available for sale                  53,461     36,542
  Cash paid in bank acquisition                                 -     (6,411)
  Net change in loans                                      20,160    (17,157)
  Purchases of bank premises and equipment                 (2,480)    (1,448)
    Net cash from investing activities                     19,969     25,797
Cash Flows From Financing Activities:
  Net change in deposits                                   (6,032)   (48,851)
  Net change in securities sold under agreements to
   repurchase, federal funds purchased and
   other borrowings                                         2,215     15,097
  Advances from Federal Home Loan Bank                          -     80,000
  Payments on Federal Home Loan Bank advances             (15,704)   (78,118)
  Proceeds from note payable                                    -      8,000
  Payment on note payable                                    (500)    (7,000)
  Proceeds from issuance of common stock                       56         33
  Purchase of common stock                                   (621)      (356)
  Dividends paid                                           (2,319)    (2,052)
    Net cash from financing activities                    (22,905)   (33,247)
Net change in cash and cash equivalents                     3,597     (1,486)
Cash and cash equivalents at beginning of period           19,011     14,164
Cash and cash equivalents at end of period               $ 22,608   $ 12,678



See Accompanying Notes



KENTUCKY BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Estimates
used in the preparation of the financial statements are based on various
factors including the current interest rate environment and the general
strength of the local economy.  Changes in the overall interest rate
environment can significantly affect the Company's net interest income and
the value of its recorded assets and liabilities.  Actual results could
differ from those estimates used in the preparation of the financial
statements.

The financial information presented as of any date other than December 31
has been prepared from the Company's books and records without audit.  The
accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Certain financial information that is normally included in annual
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America, but is not required for
interim reporting purposes, has been condensed or omitted.  In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of such financial statements, have been
included.  The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the full year.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2006.

New accounting pronouncements -

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
This Statement provides clarification of the definition of fair value,
methods used to measure fair value, and additional disclosures about fair
value measurements.  This Standard is applicable in circumstances in which
other Standards require or permit assets or liabilities to be measured at
fair value.  Therefore, this Standard does not require any new fair value
measurements.  This Standard is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years.  The Company is still evaluating the impact, if
any, the adoption of this Statement on January 1, 2008 will have on its
results of operations and consolidated financial condition.

On February 15, 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities".  SFAS No. 159 allows
companies to record certain financial assets and financial liabilities at
full fair value if they so choose.  SFAS No. 159 was issued to mitigate
volatility in reported earnings caused by an accounting model utilizing
multiple measurement attributes.  The adoption of the fair value option is
recorded as a cumulative-effect adjustment to the opening balance of
retained earnings.  Upon adoption, the difference between the carrying
amount and the fair value of the items chosen is included in the
cumulative-effect adjustment.  Subsequent changes in fair value are
recorded through the income statement.  SFAS No. 159 is effective as of the
beginning of the first fiscal year after November 15, 2007, which is
January 1, 2008 for the Company.  The Company does not expect the adoption
of this Statement to have a material impact on its results of operations
and consolidated financial condition.



The Company adopted FASB Interpretation 48, Accounting for Uncertainty in
Income Taxes ("FIN 48"), as of January 1, 2007.  A tax position is
recognized as a benefit only if it is "more likely than not" that the tax
position would be sustained in a tax examination, with a tax examination
being presumed to occur.  The amount recognized is the largest amount of
tax benefit that is greater than 50% likely of being realized on
examination.  For tax positions not meeting the "more likely than not"
test, no tax benefit is recorded.  The adoption had no effect on the
Company's financial statements, and the Company had no unrecognized tax
benefits at January 1, 2007 or September 30, 2007.

The Company and its subsidiaries are subject to U.S. federal income tax.
The Company is no longer subject to examination by taxing authorities for
years before 2002.  The Company does not expect the total amount of
unrecognized tax benefits to significantly increase in the next twelve
months.

The Company recognizes interest related to income tax matters as interest
expense and penalties related to income tax matters as other expense.  The
Company did not have any amounts accrued for interest and penalties at
January 1, 2007 or September 30, 2007.


2.	INVESTMENT SECURITIES

INVESTMENT SECURITIES

Period-end securities are as follows:
(in thousands)
                                   Amortized  Unrealized Unrealized   Fair
                                     Cost       Gains      Losses     Value
Available for Sale

  September 30, 2007
    U.S. government agencies         $ 19,110   $    375   $      -   $ 19,485
    States and political subdivisions  55,657        422       (658)    55,421
    Mortgage-backed                    51,441         31     (1,069)    50,403
    Equity securities                     270         17          -        287
      Total                           126,478        845     (1,727)   125,596

December 31, 2006
  U.S. government agencies           31,524         93       (125)    31,492
  States and political subdivisions  43,609        703       (182)    44,130
  Mortgage-backed                    53,200          -     (1,218)    51,982
  Equity securities                     270         17        -          287
    Total                           128,603        813     (1,525)   127,891


3.	LOANS

Loans at period-end are as follows:
(in thousands)
                                          9/30/2007    12/31/2006

  Commercial                             $   21,967    $   29,335
  Real estate construction                   27,768        29,034
  Real estate mortgage                      276,827       290,068
  Agricultural                               80,723        79,627
  Consumer                                   15,845        16,086
   Total                                    423,130       444,150




4.	EARNINGS PER SHARE

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.

The factors used in the earnings per share computation follow:

                   Nine Months Ended
                                                      September 30
                                                    2007        2006
              (in thousands, except per share information)

Basic Earnings Per Share
  Net Income                                       $5,150      $4,723
  Weighted average common shares outstanding        2,855       2,730
  Basic earnings per share                         $ 1.80      $ 1.73

Diluted Earnings Per Share
  Net Income                                       $5,150      $4,723
  Weighted average common shares outstanding        2,855       2,730
  Add dilutive effects of assumed exercise
   of stock options                                    10          11
  Weighted average common and dilutive
   potential common shares outstanding              2,865       2,741
  Diluted earnings per share                       $ 1.79      $ 1.72

                  Three Months Ended
                                                      September 30
                                                    2007        2006
              (in thousands, except per share information)

Basic Earnings Per Share
  Net Income                                       $1,670      $1,714
  Weighted average common shares outstanding        2,845       2,854
  Basic earnings per share                         $ 0.58      $ 0.60

Diluted Earnings Per Share
  Net Income                                       $1,670      $1,714
  Weighted average common shares outstanding        2,845       2,854
  Add dilutive effects of assumed exercise
   of stock options                                    10          11
  Weighted average common and dilutive
   potential common shares outstanding              2,855       2,865
  Diluted earnings per share                       $ 0.58      $ 0.60


Stock options for 10,407 shares of common stock for the nine months and three
months ended September 30, 2007, and for 32,400 shares of common stock for the
nine and three months ended September 30, 2006 were excluded from diluted
earnings per share because their impact was antidilutive.



5.	 STOCK COMPENSATION

The Company grants certain officers and key employees stock option awards,
which vest and become fully exercisable at the end of five years.  The
Company also grants certain directors stock option awards, which vest and
become fully exercisable immediately.  The exercise price of each option,
which has a ten year life, was equal to the market price of the Company's
stock on the date of grant.  The Company also provides to certain officers
and key employees restricted stock grants, which fully vest at the end of
five years.  The Company records employee expense ratably over the five year
period, based on the market price of the common stock on the date of grant.
Total shares issuable under the restricted stock grant plan are 50,000
shares.  In January 2007, 5,095 shares were granted under the plan and in
May 2007, 510 shares were granted under the plan.

The following table summarizes stock option activity:

                                          Nine Months Ended
                                          September 30, 2007
                                                  Weighted Average
                                       Options     Exercise Price

Outstanding, beginning of year         69,914         $ 26.54
Granted                                   800           31.00
Expired                                  (880)          31.59
Exercised                              (2,960)          20.17
Outstanding, end of period             66,874           26.81

Options exercisable at period end      49,984           25.68

The following details stock options outstanding:

                                     September 30, 2007   December 31, 2006

Stock options vested and
 currently exercisable:
  Number                                   49,984              44,072
  Weighted average exercise price       $   25.68           $   24.35
  Aggregate intrinsic value             $ 391,875           $ 308,190
  Weighted average remaining
   contractual life                    51.5 months         52.3 months

The intrinsic value for stock options is calculated based on the exercise
price of the underlying awards and the market price of our common stock as
of the reporting date.  The Company recorded $75 thousand in stock
compensation expense during the nine months ended September 30, 2007 to
salaries and employee benefits.

The weighted-average assumptions for options granted during the year and
the resulting estimated weighted average fair values per share used in
computing 2007 and 2006 recognized compensation expense follow:

                                                2007           2006
     Weighted-average fair value of options
       granted during the year                 $4.22          $3.14
     Risk-free interest rate                    4.51%          4.59%
     Expected option life                     8 years        8 years
     Expected stock price volatility           12.69%          7.99%
     Expected dividend yield                    3.48%          3.39%



The fair value of each stock option granted is estimated on the date of
grant using the Black-Scholes based stock option valuation model.  This
model requires the input of subjective assumptions that will usually have a
significant impact on the fair value estimate.  Expected volatilities are
based on historical volatility of the Company's stock, and other factors.
Expected dividends are based on dividend trends and the market price of the
Company's stock price at grant.  The Company uses historical data to
estimate option exercises and employee terminations within the valuation
model.  The risk-free rate for periods within the contractual life of the
option is based on the U.S. Treasury yield curve in effect at the time of
grant.

6.	DIVIDENDS

Dividends per share paid for the quarter ended September 30, 2007 were
$0.27 compared to $0.25 for September 30, 2006.  This is the same rate of
dividend paid for the first two quarters of the respective years.

7.	 RETIREMENT PLAN

Components of Net Periodic Benefit Cost

                                      Nine months ended September 30
                                              (in thousands)

Pension Benefits
                                            2007          2006

Service cost                              $   355       $   354
Interest cost                                 304           273
Expected return on plan assets               (328)         (298)
(Gain) loss amortization                       26            31

Net Periodic Benefit Cost                 $   357       $   360

                                     Three months ended September 30
                                              (in thousands)

Pension Benefits
                                            2007          2006

Service cost                              $   128       $   118
Interest cost                                 102            91
Expected return on plan assets               (111)          (99)
(Gain) loss amortization                        9            10

Net Periodic Benefit Cost                 $   128       $   120

Employer Contributions

The Company contributed $503 thousand as its 2007 annual contribution to
the Pension Plan in July 2007.



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.
Words such as "believes," "anticipates," "expects," "intends," "plans,"
"targeted," and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
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 (the Company and its bank operate in areas affected by various
markets); 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; 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 update or revise
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

Summary

Kentucky Bancshares, Inc. recorded net income of $5.2 million, or $1.80 basic
earnings per share and $1.79 diluted earnings per share for the first nine
months ended September 30, 2007 compared to $4.7 million, or $1.73 basic
earnings per share and $1.72 diluted earnings per share for the nine month
period ending September 30, 2006.  The first nine months earnings reflects an
increase of 9.0% compared to the same time period in 2006.  The earnings for
the three months ended September 30, 2007 were $1.7 million, or $0.58 basic
and diluted earnings per share for the three month period ending September 30,
2007 compared to $1.7 million, or $0.60 basic and diluted earnings per share
for the three month period ending September 30, 2006.  This three months
period earnings reflects a decrease of 2.6% compared to the same time period
in 2006.  The issuance of 198,836 shares of common stock, in connection with
our merger with Peoples Bancorp, Inc. in July 2006, had a slightly dilutive
effect on earnings per share.

Return on average assets was 1.08% for the nine months ended September 30,
2007 and for the nine month period ended September 30, 2006.  Return on
average equity was 12.2% for the nine month period ended September 30, 2007
and 12.9% for the same period in 2006.  Return on average assets was 1.08% for
the three months ended September 30, 2007 and 1.09% for the three month period
September 30, 2006.  Return on average equity was 12.0% for the three months
ended September 30, 2007 and 13.0% for the same time period in 2006.

Loans decreased $21.0 million from $444.1 million on December 31, 2006 to
$423.1 million on September 30, 2007.  Increases in agricultural loans were
offset by a decrease in commercial, real estate mortgage,  real estate
construction and consumer loans.  Management attributes the decline in loans
to the slow down in the real estate economy and to competitive pressures.

Total deposits decreased from $468.8 million on December 31, 2006 to $462.8
million on September 30, 2007, a decrease of $6.0 million.  This decrease is
primarily the result of an increase in certificates of deposit, reported in
time deposits, $100,000 or greater, but offset by a decrease in other interest
bearing deposits (the loss of public funds placed by competitive bid during
the third quarter).



Net Interest Income

Net interest income was $15.3 million for the nine months ended September 30,
2007 compared to $13.8 million for the nine months ended September 30, 2006,
an increase of 10.3%.  The interest spread was 3.35% for the first nine months
of 2007 compared to 3.27% for the same period in 2006, an increase of 8 basis
points.  Net interest income was $5.1 million for the three months ended
September 30, 2007 compared to $4.8 million for the three months ended
September 30, 2006, an increase of 6.1%.  The interest spread for the three
month period ended September 30, 2007 was 3.44% compared to 3.22% for the same
period in 2006, an increase of 22 basis points.  Net interest margins have
increased slightly in 2007 compared to 2006.

For the first nine months, the yield on assets increased from 6.27% in 2006 to
6.70% in 2007.  The cost of liabilities increased from 3.00% in 2006 to 3.35%
in 2007.  Year to date average loans are up $38.3 million, or 9.6% from
September 30, 2006 to September 30, 2007.  Approximately $51 million in loans
were acquired with the Peoples Bancorp, Inc. (Peoples) merger in July 2006.
Loan interest income has increased $3.2 million for the first nine months of
2007 compared to the first nine months of 2006.  Year to date average deposits
increased from September 30, 2006 to September 30, 2007, up $53.4 million, or
12.4%.  About $72 million in deposits were acquired in the Peoples merger in
July 2006.  The slight increase, excluding the Peoples merger, is a result of
slower deposit growth, resulting from the loss of a large certificate of
deposit customer and public funds placed by competitive bid.  Deposit interest
expense has increased $2.8 million for the first nine months of 2007 compared
to the same period in 2006.

Non-Interest Income

Non-interest income increased $755 thousand for the nine months ended
September 30, 2007 compared to the same period in 2006 to $6.0 million, due
primarily to an increase in overdraft income of $414 thousand (primarily from
the deposit relationships acquired with the Peoples merger in July 2006).
There was a slight increase in non-interest income for the three months ended
September 30, 2007 compared to the same time period in 2006.

Gain on sale of mortgage loans increased from $178 thousand in the first nine
months of 2006 to $312 thousand during the first nine months of 2007.  The
increase was $28 thousand for the three month period ended September 30, 2007
compared to the same time period in 2006.  A selected group of loans sold
servicing released account for most of the increase.  The volume of mortgage
loan originations and sales is generally inverse to rate changes.  A change in
the mortgage loan rate environment can have a significant impact on the
related gain on sale of mortgage loans.



Non-Interest Expense

Total non-interest expenses increased $1.4 million for the nine month period
ended September 30, 2007 compared to the same period in 2006.  For the three
month period ended September 30, 2007 total non-interest expense increased
$148 thousand.

For the comparable nine month periods, salaries and benefits increased $1.1
million, an increase of 15.3%.  Salaries and incentives represented $804
thousand and employee benefits represented $263 thousand of the increase in
salaries and employee benefits expense during these comparable periods.
Salaries and benefits increased $133 thousand for the three month period ended
September 30, 2007 compared to the same time period in 2006.  These increases
are primarily attributable to the Peoples merger completed in July 2006.

Occupancy expenses increased $159 thousand to $1.9 million for the first nine
months of 2007 compared to the same time period in 2006.  Occupancy expenses
decreased $7 thousand for the three month period ended September 30, 2007
compared to the same time period in 2006.  The increase in year to date 2007
is mainly attributable to two additional facilities acquired in the Peoples
merger in July 2006.  With the upcoming opening of additional facilities in
Paris, Morehead and Nicholasville, occupancy expense is expected to increase
starting in the fourth quarter of 2007.

The increases in amortization, advertising and marketing, and taxes are also
primarily attributable to the Peoples merger completed in July 2006.

Other expenses decreased $47 thousand for the nine months ended September 30,
2007 compared to the same time period in 2006.  For the three month period
ended September 30, 2007 other expenses decreased $11 thousand compared to the
three month period ended September 30, 2006.  The year to date decrease is
mainly a result of a one time credit of $80 thousand received in the first
quarter of 2007 for debit card expenses.  In addition, one-time costs
(approximately $41 thousand in the first six months of 2006), related to the
Peoples Bank merger, incurred in 2006 inflated 2006 expenses.

In August 2007, the Company starting outsourcing its account processing to
Fiserv, Inc.  The Company does not expect this to have a material impact on
its results of operations and consolidated financial condition.

Income Taxes

The effective tax rate for the nine months ended September 30, 2007 was 27%
compared to 28% in 2006.  The effective tax rate for the three months ended
September 30, 2007 was 26% compared to 27% for the same time period in 2006.
These rates are less than the statutory rate as a result of the tax-free
securities and loans held by the Company.

Stock Repurchase Program

On October 25, 2000, the Company announced that its Board of Directors
approved a stock repurchase program to purchase up to 100,000 shares of its
outstanding common stock.  On November 11, 2002, the Board of Directors
approved and authorized the Company's repurchase of an additional 100,000
shares.  Shares will be purchased from time to time in the open market
depending on market prices and other considerations.  Through September 30,
2007, 138,679 shares have been purchased under the program.  The most recent
share repurchase occurred on November 2, 2007.  The repurchase program has had
a positive effect on earnings per share calculations.



Liquidity and Funding

Liquidity risk is the possibility that the Company may not be able to meet its
cash requirements.  Management of liquidity risk includes maintenance of
adequate cash and sources of cash to fund operations and to meet the needs of
borrowers, depositors and creditors.  Excess liquidity has a negative impact
on earnings as a result of the lower yields on short-term assets.

Cash and cash equivalents were $22.6 million as of September 30, 2007 compared
to $19.0 million at December 31, 2006.  The increase in cash and cash
equivalents is mainly attributable to an increase in federal funds sold
resulting primarily from a decrease in loan demand.  In addition to cash and
cash equivalents, the securities portfolio provides an important source of
liquidity.  Total securities available for sale totaled $125.6 million at
September 30, 2007.  The available for sale securities are available to meet
liquidity needs on a continuing basis.  The Company expects the customers'
deposits to be adequate to meet its funding demands.

Generally, the Company relies upon net cash inflows from financing activities,
supplemented by net cash inflows from operating activities, to provide cash
used in its investing activities.  As is typical of many financial
institutions, significant financing activities include deposit gathering, and
the use of short-term borrowings, such as federal funds purchased and
securities sold under repurchase agreements along with long-term debt.  The
Company's primary investing activities include purchasing investment
securities and loan originations.

Management is aware of the challenge of funding sustained loan growth.
Therefore, in addition to deposits, other sources of funds, such as Federal
Home Loan Bank (FHLB) advances, may be used.  The Company relies on FHLB
advances for both liquidity and asset/liability management purposes.  These
advances are used primarily to fund long-term fixed rate residential mortgage
loans.  As of September 30, 2007, we have sufficient collateral to borrow an
additional $41 million from the FHLB.  In addition, as of September 30, 2007,
over $48 million is available in overnight borrowing through various
correspondent banks.  In light of this, 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 September 30, 2007, the Company's non-performing loans totaled $4.4
million or 1.03% of loans compared to $2.6 million or 0.59% of loans at
December 31, 2006.  (See table below)  The Company experienced an increase of
$1.7 million in non-accrual loans secured by various real estate loans from
December 31, 2006 to September 30, 2007.  As of September 30, 2007, non-
accrual loans include $2.6 million in loans secured by 1-4 property and $1.0
million in real estate construction.  The Company believes these increases are
attributable to the general softening of the real estate market, including the
residential construction market.  Real estate loans composed 94% of the non-
performing loans as of September 30, 2007 and 91% as of December 31, 2006.
Forgone interest income on the non-accrual loans for both 2007 and 2006 is
immaterial.

Nonperforming Assets
                                          9/30/07     12/31/06
                                             (in thousands)

Non-accrual Loans                        $    4,276  $    2,379
Accruing Loans which are
 Contractually past due
 90 days or more                                102         253
Total Nonperforming and Restructured          4,378       2,632
Other Real Estate                               705         411
Total Nonperforming and Restructured
 Loans and Other Real Estate             $    5,083  $    3,043
Nonperforming and Restructured Loans
 as a Percentage of Loans                      1.03%       0.59%
Nonperforming and Restructured Loans
 and Other Real Estate as a Percentage
 of Total Assets                               0.83%       0.48%
Allowance as a Percentage of
 Period-end Loans                              1.13%       1.12%
Allowance as a Percentage of
 Non-performing and Restructured Loans          109%        164%

Provision for Loan Losses

The loan loss provision for the first nine months was $650 thousand for 2007
and $334 thousand for the same period in 2006.  The loan loss provision for
the three months ended September 30, 2007 was $330 thousand and $94 thousand
for the same period in 2006.  The current level of nonperforming loans has
caused management to increase the 2007 provision in order to maintain an
allowance for loan losses that is representative of the risk of loss based on
the quality of loans currently in the portfolio.  Management estimates the
allowance balance required using past loan loss experience, the nature and
volume of the portfolio, information about specific borrower situations and
estimated collateral values, economic conditions, and other factors.  Net
charge-offs for the nine month period ended September 30, 2007 were $860
thousand compared to $278 thousand for the same period in 2006.  Net charge-
offs for the three month period ended September 30, 2007 were $505 thousand
compared to $136 thousand for the same period in 2006.  Future levels of
charge-offs will be determined by the particular facts and circumstances
surrounding individual loans.  Management believes the current loan loss
allowance is sufficient to meet probable incurred loan losses.



Loan Losses
                                               Nine Months Ended September 30
                                                       (in thousands)
                                                   2007             2006
Balance at Beginning of Period                $      4,991     $      4,310
Amounts Charged-off:
  Commercial                                           127               15
  Real Estate Construction                             330               28
  Real Estate Mortgage                                 167              135
  Agricultural                                          25                3
  Consumer                                             693              682
Total Charged-off Loans                              1,342              863
Recoveries on Amounts
 Previously Charged-off:
  Commercial                                             5                2
  Real Estate Construction                              14                -
  Real Estate Mortgage                                   2                2
  Agricultural                                          64               21
  Consumer                                             397              560
Total Recoveries                                       482              585
Net Charge-offs                                        860              278
Provision for Loan Losses                              650              334
Peoples Bank Reserve Acquired                            -              776
Balance at End of Period                             4,781            5,142
Loans
  Average                                          435,797          397,492
  At September 30                                  423,130          439,492
As a Percentage of Average Loans:
  Net Charge-offs                                     0.20%            0.07%
  Provision for Loan Losses                           0.15%            0.08%
Allowance as a Multiple of
 Net Charge-offs                                       4.2             13.9



Loan Losses
                                                Quarter Ended September 30
                                                       (in thousands)
                                                   2007             2006
Balance at Beginning of Period                $      4,956     $      4,408
Amounts Charged-off:
  Real Estate Construction                             330               28
  Real Estate Mortgage                                  76               81
  Agricultural                                          25                -
  Consumer                                             211              158
Total Charged-off Loans                                642              267
Recoveries on Amounts
 Previously Charged-off:
  Commercial                                             4                1
  Real Estate Construction                               4                -
  Real Estate Mortgage                                   -                2
  Agricultural                                          35                -
  Consumer                                              94              128
Total Recoveries                                       137              131
Net Charge-offs                                        505              136
Provision for Loan Losses                              330               94
Peoples Bank Reserve Acquired                            -              776
Balance at End of Period                             4,781            5,142
Loans
  Average                                          428,273          432,132
  At September 30                                  423,130          439,492
As a Percentage of Average Loans:
  Net Charge-offs                                     0.12%            0.03%
  Provision for Loan Losses                           0.08%            0.02%
Allowance as a Multiple of
 Net Charge-offs                                       2.4              9.5



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.  The primary tools used by management are
interest rate shock and economic value of equity (EVE) simulations.  The Bank
has no market risk sensitive instruments held for trading purposes.

Using interest rate shock simulations, the following table depicts the change
in net interest income resulting from 100 and 300 basis point changes in rates
on the Company's interest earning assets and interest bearing liabilities.
The projections are based on balance sheet growth assumptions and repricing
opportunities for new, maturing and adjustable rate amounts.  As of September
30, 2007 the projected percentage changes are within the Board approved
limits.  This period's volatility is similar to the same period a year ago.
The projected net interest income report summarizing the Company's interest
rate sensitivity as of September 30, 2007 is as follows:

(dollars in thousands)
PROJECTED NET INTEREST INCOME
                                                      Level
Change in basis points:               - 300   - 100   Rates   + 100    + 300

Year One  (10/07 - 9/08)

Net interest income                  $21,742 $22,020 $22,373 $22,520  $22,675
Net interest income dollar change       (631)   (353)    N/A     147      302
Net interest income percentage change   -2.8%   -1.6%    N/A     0.7%     1.3%

Board approved limit                  >-10.0%  >-4.0%    N/A   >-4.0%  >-10.0%


The projected net interest income report summarizing the Company's interest
rate sensitivity as of September 30, 2006 is as follows:

(dollars in thousands)
PROJECTED NET INTEREST INCOME
                                                      Level
Change in basis points:               - 300   - 100   Rates   + 100    + 300

Year One  (10/06 - 9/07)

Net interest income                  $18,837 $19,030 $19,425 $19,737  $20,033
Net interest income dollar change       (588)   (395)    N/A     312      608
Net interest income percentage change   -3.0%   -2.0%    N/A     1.6%     3.1%

Board approved limit                  >-18.0%  >-6.0%    N/A   >-4.0%  >-10.0%



These projected changes in net interest income as of September 30, 2007 are
slightly different when compared to the projected changes in net interest
income as of September 30, 2006 for the 100 and 300 basis point changes.
Projections from September 30, 2007, year one reflected a decline in net
interest income of 1.6% with a 100 basis point decline compared to the 2.0%
decline in 2006.  The 100 basis point increase in rates reflected a 0.7%
increase in net interest income in 2007 compared to 1.6% in 2006.

EVE applies discounting techniques to future cash flows to determine the
present value of assets, liabilities, and therefore equity.  Based on applying
these techniques to the September 30, 2007 balance sheet, a 300 basis point
increase in rates results in a 21% decline in EVE.  A 300 basis point decrease
in rates results in a 10% increase in EVE.  These are within the Board
approved limits.


Item 4 - CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures.  Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures were effective, in all
material respects, to ensure that information required to be disclosed in the
reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.

The Company also conducted an evaluation of internal control over financial
reporting to determine whether any changes occurred during the quarter covered
by this report that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
Based on this evaluation, there has been no such change during the quarter
covered by this report.


Part II - Other Information

Item 1.     Legal Proceedings

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

Item 1A.    Risk Factors

      There have been no material changes in risk factors, as previously
      disclosed in the December 31, 2006 Form 10-K.



Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

Period    (a) Total       (b)       (c) Total Number      (d) Maximum Number
          Number of     Average   of Shares (or Units)  (or Approximate Dollar
          Shares (or  Price Paid    Purchased as Part    Value) of Shares (or
            Units)     Per Share       of Publicly      Units) that May Yet Be
          Purchased    (or Unit)     Announced Plans     Purchased Under the
                                       Or Programs        Plans of Programs
7/1/07 -
 7/31/07     4,774      $30.86           4,774                64,403 shares

8/1/07 -
 8/31/07     2,882       31.07           2,882                61,521 shares

9/1/07 -
 9/30/07       200       32.43             200                61,321 shares

Total        7,856                       7,856                61,321 shares

On October 25, 2000, the Company announced that its Board of Directors
approved a stock repurchase program.  The Company is authorized to purchase up
to 100,000 shares of its outstanding common stock.  On November 11, 2002, the
Board of Directors approved and authorized the Company's repurchase of an
additional 100,000 shares.  Shares will be purchased from time to time in the
open market depending on market prices and other considerations.  Through
September 30, 2007, 138,679 shares have been purchased.

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

            31.1  Certifications of Chief Executive Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

            31.2  Certifications of Chief Financial Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.

32    Certifications of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              KENTUCKY BANCSHARES, INC.

Date  _____11/13/07_______    __/s/Louis Prichard______________
                              Louis Prichard, President and C.E.O.

Date  _____11/13/07_______    __/s/Gregory J. Dawson___________
                              Gregory J. Dawson, Chief Financial Officer
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