| **SECURITIESAND EXCHANGE COMMISSION**                                                                                                                                                                                                                                                                                                                                                  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **WASHINGTON,DC**                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **FORM10-Q**                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| QUARTERLYREPORT                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                   |
| Under Section 13or 15(d) of the Securities Exchange Act of 1934                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                   |
| **FOR THREEMONTHS ENDED**                                                                                                                                                                                                                                                                                                                                                              |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **June 30,2002**                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                   |
| **CommissionFile: 0-1999**                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                   |
| **KENTUCKYINVESTORS, INC.**                                                                                                                                                                                                                                                                                                                                                            |
| (Exact Name ofregistrant as specified in Charter)                                                                                                                                                                                                                                                                                                                                      |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **KENTUCKY **                                                                                                                                                                                                                                                                                                                                                                     |
| (State of OtherJurisdiction of Incorporation or Organization)                                                                                                                                                                                                                                                                                                                          |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **61-6030333**                                                                                                                                                                                                                                                                                                                                                                         |
| (IRS EmployerIdentification Number)                                                                                                                                                                                                                                                                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **200 CapitalAvenue, P. O. Box 717**                                                                                                                                                                                                                                                                                                                                                   |
| **Frankfort,Kentucky 40602**                                                                                                                                                                                                                                                                                                                                                           |
| (Address ofPrincipal Executive Offices)                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                   |
| **Registrant'sTelephone Number - (502) 223-2361**                                                                                                                                                                                                                                                                                                                                      |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| Securitiesregistered pursuant to Section 13(g) of the Act:                                                                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **CommonCapital Stock par value $1.00 per share**                                                                                                                                                                                                                                                                                                                                      |
| (Title ofClass)                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                                                                                                                                                                                                                                                                                                                                                             |
| **Number ofoutstanding shares as of June 30, 2002 -1,137,265.72**                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                   |
| Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes  X   No___ |
|                                                                                                                                                                                                                                                                                                                                                                                   |

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| ** **

**PART I -CONSOLIDATED FINANCIAL STATEMENTS ** |
|-----------------------------------------------------------------|
|                                                            |
| **ITEM 1. **                                               | The following condensedconsolidated financial statements have been prepared by managementin accordance with accounting principles generally accepted in theUnited States (GAAP). In management's opinion, all adjustments andcertain reclassifications necessary for a fair statement offinancial position at June 30, 2002 and December 31, 2001 and theresults of operations for the three month periods ended June 30,2002 and December 31, 2001 have been made.  |
| ** **                                                      |   |

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|                                                                          | ** **                                                     |
|-------------------------------------------------------------------------------|----------------------------------------------------------------|
|                                                                          | **KENTUCKYINVESTORS, INC.**                                    |
|                                                                          | ** **                                                     |
|                                                                          | **CondensedConsolidated Balance Sheets**                       |
|                                                                          |                                                           |
|                                                                          | (Unaudited)                                                    |  |
|                                                                          | June 30,2002                                                   | December 31,2001 |
| Assets                                                                        |                                                                |  |
|    Investments                                                 |                                                                |  |
|      Fixed maturitiesavailable for sale at           |                                                                |  |
|        fair value(amortized cost           |                                                                |  |
|        2002-$243,284,845- 2001 -           |                                                                |  |
|        $235,124,000                        | $256,174,278                                              | $243,831,823  |
|    Investment inaffiliate                                      | 4,000,000                                                 | -  |
|    Mortgageloans on real estate                                | 23,597,277                                                | 24,710,790  |
|    Short terminvestments                                       | 720,000                                                   | 837,560  |
|    Otherinvestments                                            |    10,134,929                              |      9,925,227  |
|                                                                               |                                                                |  |
|        Totalinvestments                    | $294,626,484                                              | $279,305,400  |
|                                                                               |                                                                |  |
|    Cash and cashequivalents                                    | 7,511,190                                                 | 6,432,594  |
|    Due anddeferred premiums                                    | 4,723,518                                                 | 4,544,329  |
|    Deferredacquisition costs                                   | 25,308,219                                                | 24,930,081  |
|    Present valueof future profits                              | 477,439                                                   | 514,585  |
|    Leasedproperty under capital leases                         | 377,737                                                   | 449,033  |
|    Goodwill                                                    | -                                                         | 970,862  |
|    Otherassets                                                 | 7,353,515                                                 | 6,926,941  |
|    Amountsrecoverable from reinsurers                          |     65,676,835                        |     66,704,355  |
|                                                                               |                                                                |  |
|                                                                               | $406,054,937                                              | $390,778,180  |
|                                                                               |                                                                |  |
| Liabilities and Stockholders'Equity                                           |                                                                |  |
|    Liabilities                                                 |                                                                |  |
|      Policyliabilities                               |                                                                |  |
|        Benefitreserves                     | $316,958,444                                              | $306,419,302  |
|        Unearnedpremium reserves            | 20,439,890                                                | 21,550,803  |
|        Otherpolicyholders' funds           |      4,396,390                   |      4,648,807  |
|          Totalpolicy liabilities | $341,794,724                                              | $332,618,912  |
|        Federalincome taxes                 | 7,840,038                                                 | 6,233,425  |
|        Obligationsunder capital leases     | 374,098                                                   | 443,544  |
|        Notespayable                        | 6,218,434                                                 | 2,244,074  |
|        Otherliabilities                    |      4,670,200                   |      6,310,572  |
|                                                                               |                                                                |  |
|        Totalliabilities                    | $360,897,494                                              | $347,850,527  |
|                                                                               |                                                                |  |
| Stockholders' Equity                                                          |                                                                |  |
|    Common Stock(shares issued:                                 |                                                                |  |
|      2002 - 1,137,266 - 2001- 1,132,960              | $    1,137,266                        | $    1,132,960  |
|    Paid-insurplus                                              | 8,448,599                                                 | 8,413,332  |
|    Accumulatedother comprehensive                              |                                                                |  |
|      Income                                          | 8,142,709                                                 | 5,737,351  |
|    Retainedearnings                                            |     27,428,869                        |     27,644,010  |
|                                                                               |                                                                |  |
|        Totalstockholders' equity           | $  45,157,443                                   | $  42,927,653  |
|                                                                               |                                                                |  |
|                                                                               | $406,054,937                                              | $390,778,180  |
| See accompanyingnotes.                                                        |                                                           |
| **KENTUCKYINVESTORS, INC.**                                                   |                                                           |
|                                                                          |                                                           |
| **CondensedConsolidated Income Statements (Unaudited)**                       |                                                           |
|                                                                          |                                                                |  |
|                                                                          |                                                                | Three MonthsEnded June 30 |
|                                                                          |                                                                |            2002 |             2001 |
|                                                                          | REVENUES                                                       |  |  |
|                                                                          |                                                                |  |  |
|                                                                          |    Premiums andother considerations             | $13,660,126  | $12,897,136  |
|                                                                          |    Investmentincome, net of expenses            | 4,510,271  | 4,566,480  |
|                                                                          |    Realized gainon investments, net             | 359,534  | 66,960  |
|                                                                          |    Otherincome                                  |       334,113  |       276,831  |
|                                                                          |                                                                |  |  |
|                                                                          |       Totalrevenues              | $18,864,044  | $17,807,407  |
|                                                                          |                                                                |  |  |
|                                                                          | BENEFITS ANDEXPENSES                                           |  |  |
|                                                                          |                                                                |  |  |
|                                                                          |    Death andother policyholder benefits         | $  7,745,221  | $  7,357,860  |
|                                                                          |    Guaranteedannual endowments                  | 202,884  | 210,601  |
|                                                                          |    Dividends topolicyholders                    | 196,033  | 200,319  |
|                                                                          |    Increase inbenefit reserves and unearned     |  |  |
|                                                                          |      Premiums                         | 5,640,713  | 4,984,883  |
|                                                                          |    Amortizationof deferred acquisition          |  |  |
|                                                                          |      costs, net                       | (69,634) | (234,507) |
|                                                                          |    Commissions                                  | 1,423,727  | 1,472,285  |
|                                                                          |    Otherinsurance expenses                      |     2,862,476  |     2,630,242  |
|                                                                          |                                                                |  |  |
|                                                                          |       Total benefits andexpenses | $18,001,420  | $16,621,683  |
|                                                                          |                                                                |  |  |
|                                                                          | Income from operations beforeFederal                           |  |  |
|                                                                          |    incometax                                    | $     862,624  | $  1,185,724  |
|                                                                          |                                                 |  |  |
|                                                                          |                                                 |  |  |
|                                                                          | Provision for Federal incometaxes:                             |  |  |
|                                                                          |    Current                                      | $     (9,460) | $    105,909  |
|                                                                          |    Deferred                                     |        340,972  |       285,000  |
|                                                                          |                                                                |  |  |
|                                                                          |                                                                | $     331,512  | $    390,909  |
|                                                                          |                                                                |  |  |
|                                                                          | Net Income                                                     | $     531,112  | $    794,815  |
|                                                                          |                                                                |  |  |
|                                                                          | Earnings per share                                             | $           0.47  | $          0.71  |
|                                                                          |                                                                |  |  |
|                                                                          | Dividends per share                                            | $           0.38  | $          0.38  |
| See accompanyingnotes. |
|------------------------|

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| **KENTUCKYINVESTORS, INC.**                             |                                                           |
|---------------------------------------------------------|----------------------------------------------------------------|
|                                                    |                                                           |
| **CondensedConsolidated Income Statements (Unaudited)** |                                                           |
|                                                    |                                                                |  |
|                                                    |                                                                | Six Months EndedJune 30 |
|                                                    |                                                                |            2002 |             2001 |
|                                                    | REVENUES                                                       |  |  |
|                                                    |                                                                |  |  |
|                                                    |    Premiums andother considerations             | $27,554,894  | $25,217,854  |
|                                                    |    Investmentincome, net of expenses            | 8,984,484  | 9,078,223  |
|                                                    |    Realized gainon investments, net             | 691,262  | 165,555  |
|                                                    |    Otherincome                                  |       560,890  |       526,290  |
|                                                    |                                                                |  |  |
|                                                    |       Totalrevenues              | $37,791,530  | $34,987,922  |
|                                                    |                                                                |  |  |
|                                                    | BENEFITS ANDEXPENSES                                           |  |  |
|                                                    |                                                                |  |  |
|                                                    |    Death andother policyholder benefits         | $ 16,153,921  | $ 15,108,689  |
|                                                    |    Guaranteedannual endowments                  | 377,260  | 392,497  |
|                                                    |    Dividends topolicyholders                    | 368,648  | 374,218  |
|                                                    |    Increase inbenefit reserves and unearned     |  |  |
|                                                    |      Premiums                         | 11,330,121  | 9,514,020  |
|                                                    |    Amortizationof deferred acquisition          |  |  |
|                                                    |      costs, net                       | (597,562) | (724,332) |
|                                                    |    Commissions                                  | 2,932,296  | 2,997,876  |
|                                                    |    Otherinsurance expenses                      |     5,540,950  |     5,070,300  |
|                                                    |                                                                |  |  |
|                                                    |       Total benefits andexpenses | $36,105,634  | $32,733,268  |
|                                                    |                                                                |  |  |
|                                                    | Income from operations beforeFederal                           |  |  |
|                                                    |    income taxand cumulative effect of           |  |  |
|                                                    |    change inaccounting principle                | $  1,685,896  | $  2,254,654  |
|                                                    |                                                 |  |  |
|                                                    | Provision for Federal incometaxes:                             |  |  |
|                                                    |    Current                                      | $     151,056  | $     149,663  |
|                                                    |    Deferred                                     |        352,972  |        618,000  |
|                                                    |                                                                |  |  |
|                                                    |                                                                | $     504,028  | $     767,663  |
|                                                    |                                                                |  |  |
|                                                    | Income before cumulative effectof change                       |  |  |
|                                                    |    in accountingprinciple                       | $  1,181,868  | $  1,486,991  |
|                                                    |                                                                |  |  |
|                                                    | Cumulative effect of changein                                  |  |  |
|                                                    |    accountingprinciple                          | $   (970,862) | $                0  |
|                                                    |                                                                |  |  |
|                                                    | Net Income                                                     | $     211,006  | $  1,486,991  |
|                                                    |                                                                |  |  |
|                                                    | Earnings per share:                                            |  |  |
|                                                    |    Beforecumulative effect of change in         |  |  |
|                                                    |       accountingprinciple        | $           1.04  | $           1.31  |
|                                                    |    Cumulativeeffect of change in                |  |  |
|                                                    |       accountingprinciple        | $         (0.86) | $           0.00  |
|                                                    |                                                                |  |  |
|                                                    | Earnings per share                                             | $           0.18  | $           1.31  |
|                                                    |                                                                |  |  |
|                                                    | Dividends per share                                            | $           0.38  | $           0.38  |
|                                                    |                                                                |  |  |
| See accompanyingnotes. |
|------------------------|

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| **KENTUCKYINVESTORS, INC.**                                    |
|----------------------------------------------------------------|
|                                                           |
| **CondensedConsolidated Statements of Cash Flow (Unaudited)**  |
|                                                                |  |
|                                                                | Six Months EndedJune 30 |
|                                                                | 2002 | 2001 |
|                                                                |  |  |
| Net cash provided by operatingactivities                       | $    9,156,308  | $    11,209,315  |
|                                                                |  |  |
| Investing activities                                           |  |  |
|    Securitiesavailable-for-sale:                |  |  |
|      Purchases                        | $(39,622,360) | $  (20,984,515) |
|      Sales andmaturities              | 27,767,811  | 12,516,556  |
|    Otherinvestments:                            |  |  |
|      Cost ofacquisition               | (906,507) | (3,425,007) |
|      Sales andmaturities              | 1,910,169  | 3,389,568  |
|    Otherinvesting activities                    |        (311,466) |             (2,825) |
|                                                                |  |  |
| Net cash used by investingactivities                           | $(11,162,353) | $   (8,506,223) |
|                                                                |  |  |
| Financing activities                                           |  |  |
|    Receipts fromuniversal life policies         |  |  |
|      credited topolicyholders account |  |  |
|      Balances                         | $   3,571,597  | $     2,597,870  |
|    Return ofpolicyholder account balances       |  |  |
|      on universal lifepolicies        | (4,098,333) | (4,231,618) |
|    Net proceedsfrom notes payable               | 3,974,360  | 353,848  |
|    Otherfinancing activities                    |       (362,983) |        (876,324) |
|                                                                |  |  |
| Net cash provided (used) byfinancing                           |  |  |
|    Activities                                   | $   3,084,641  | $   (2,156,224) |
|                                                                |  |  |
| Increase in cash and cashequivalents                           | $   1,078,596  | $        546,868  |
|                                                                |  |  |
| Cash and cash equivalents atbeginning                          |  |  |
|     ofperiod                               |      6,432,594  |        3,324,447  |
|                                                                |  |  |
| Cash and cash equivalents atend of period                      | $   7,511,190  | $     3,871,315  |
|                                                                |
|                                                                |
| See accompanyingnotes.                                         |

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****
| **KENTUCKYINVESTORS, INC.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **June 30,2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **(Unaudited)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **NOTE A - Natureof Operations:**KentuckyInvestors, Inc. (Kentucky Investors) is the holding company ofInvestors Heritage Life Insurance Company (Investors Heritage),Investors Heritage Printing, Inc., a printing company and InvestorsHeritage Financial Services Group, Inc., an insurance marketingcompany. These entities are collectively hereinafter referred to asthe “Company”. The operations of Kentucky Investors areprincipally that of its life insurance company, Investors Heritage.The operations of the non-insurance subsidiaries of KentuckyInvestors account for less than 1% of the Company’s totaloperations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| TheCompany’s operations involve the sale and administration ofvarious insurance and annuity products, including, but not limitedto, participating, non-participating, whole life, limited pay,universal life, annuity contracts, credit life, credit accident andhealth and group insurance policies. The principal markets for theCompany’s products are in the Commonwealths of Kentucky andVirginia, and the states of North Carolina, South Carolina, Ohio,Indiana, Florida, Tennessee, Illinois, Georgia, West Virginia,Arizona, Michigan, Mississippi and Texas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **NOTE B - Basisof Presentation:**Theaccompanying unaudited condensed consolidated financial statementsof the Company have been prepared in accordance with accountingprinciples generally accepted in the United States for interimfinancial information and the instructions to Form 10-Q and Article10 of Regulation S-X. Accordingly, they do not include all of theinformation and footnotes required by accounting principlesgenerally accepted in the United States for complete financialstatements. In the opinion of management, all adjustments(consisting of normal recurring accruals) considered necessary fora fair presentation have been included. Operating results for thesix months ended June 30, 2002, are not necessarily indicative ofthe results that may be expected for the year ending December 31,2002. For further information, refer to the consolidated financialstatements and footnotes thereto for the year ended December 31,2001, included in the Company’s Annual Report on Form10-K.                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The preparation offinancial statements in conformity with accounting principlesgenerally accepted in the United States requires management to makeestimates and assumptions that affect the amounts reported in thefinancial statements and accompanying notes. Actual results coulddiffer from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Certain priorperiod amounts have been reclassified to conform to the currentperiod presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **NOTE C -Earnings per Share:**Earnings per share of common stock were computed basedon the weighted average number of common shares outstanding duringeach period. The number of shares used in this computation for theCompany is 1,134,192 and 1,137,081 for June 30, 2002 and 2001,respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **NOTE D -Segment Data:**TheCompany operates in four segments as shown in the following table.All segments include both individual and group insurance.Identifiable revenues and expenses are assigned directly to theapplicable segment. Net investment income is generally allocated tothe insurance and the corporate segments in proportion to policyliabilities and stockholders’ equity, respectively. Corporatesegment results for the parent company, Investors HeritagePrinting, Inc. and Investors Heritage Financial Services Group,after elimination of intercompany amounts, arepresented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Three MonthsEnded** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **June 30,2002** | **June 30,2001** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |   |
| Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |   |
|    Preneed &Burial Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $14,437,796  | $13,797,495  |   |
|    Traditional& Universal Life Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 3,366,132  | 3,428,337  |   |
|    CreditInsurance Products &                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |   |
|       AdministrativeServices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 59,236  | (11,487)  |   |
|    Corporate& Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |     1,000,880  |        593,062  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $18,864,044  | $17,807,407  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |   |
| Pre-Tax Income fromOperations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |   |
|    Preneed &Burial Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $       37,857  | $     652,181  |   |
|    Traditional & Universal LifeProducts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 252,550  | 340,588  |   |
|    CreditInsurance Products &                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |   |
|       AdministrativeServices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 11,181  | 55,893  |   |
|    Corporate& Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |        561,036  |        137,062  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $     862,624  | $  1,185,724  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Six MonthsEnded** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **June 30,2002** | **June 30,2001** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |   |
| Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |   |
|    Preneed &Burial Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $29,266,206  | $27,064,019  |   |
|    Traditional& Universal Life Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 6,569,748  | 6,608,757  |   |
|    CreditInsurance Products &                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |   |
|       AdministrativeServices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 116,705  | 109,650  |   |
|    Corporate& Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |     1,838,871  |     1,205,496  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $37,791,530  | $34,987,922  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |   |
| Pre-Tax Income  (Loss)from Operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |  |   |
|    Preneed &Burial Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $     (34,495) | $  1,105,491  |   |
|    Traditional & Universal LifeProducts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 751,131  | 721,205  |   |
|    CreditInsurance Products &                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |   |
|       AdministrativeServices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 6,636  | 101,832  |   |
|    Corporate& Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       962,624  |       326,126  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | $  1,685,896  | $  2,254,654  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |   |
| **NOTE E -Federal Income Taxes:**Current taxes are provided based on estimates of theprojected effective annual tax rate. Deferred taxes reflect the nettax effects of temporary differences between the carrying amountsof assets and liabilities for financial reporting purposes and theamounts used for income tax purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **NOTE F –Comprehensive Income:**The components of comprehensive income (loss), net ofrelated tax, are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Three MonthsEnded** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **June 30,2002** | **June 30,2001** |   |
| Net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $      531,112  | $       794,815  |   |
| Net unrealizedgains (losses) on available-for-sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |   |
|   securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |      4,812,742  |    (1,527,859)  |   |
| Comprehensiveincome (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $   5,343,854  | $    (733,044)  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Six MonthsEnded** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **June 30,2002** | **June 30,2001** |   |
| Net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $      211,006  | $    1,486,991  |   |
| Net unrealizedgains on available-for-sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |   |
|   securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |      2,405,358  |         972,489  |   |
| Comprehensiveincome                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | $   2,616,364  | $    2,459,480  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |   |
| **NOTE G –New Accounting Pronouncements:**In June 2001, the Financial Accounting Standards Board(FASB) issued Statements of Financial Accounting Standards (SFAS)No. 141, “Business Combinations”, which eliminates thepooling-of-interest method of accounting for business combinationsand requires the use of the purchase method. In addition, SFAS 141requires the reassessment of intangible assets to determine if theyare appropriately classified either separately or within goodwill.SFAS 141 is effective for business combinations initiated afterJune 30, 2001. The Company adopted SFAS 141 on January 1, 2002,with no material impact on the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| In June 2001, theFASB also issued SFAS 142, “Goodwill and Other IntangibleAssets,” which eliminates the amortization of goodwill andother acquired intangible assets with indefinite economic usefullives. SFAS 142 requires, at least annually, an impairment test ofgoodwill and other intangible assets with indefinite useful lives.The Company adopted SFAS 142 on January 1, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| In accordance withthe provisions of SFAS 142, the Company ceased amortization ofgoodwill and all intangible assets with indefinite useful lives.The Company has performed the requisite transitional impairmenttests for these assets as of January 1, 2002 and $970,862 ofgoodwill, associated with the 1981 acquisition of InvestorsHeritage of the South and the 1982 acquisition of CommercialTravelers Life Insurance Company, was recorded as a cumulativeeffect of a change in accounting principle in the first quarter of2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| A reconciliationof the previously reported 2001 statement of income information topro forma amounts that reflect the elimination of amortization ofgoodwill is presented below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Three MonthsEnded** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **June 30,2001** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Amount | PerShare |   |
| Net income, asreported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $     794,815  | $       0.71  |   |
| Amortization ofgoodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |         12,136  |         0.01  |   |
| Pro forma net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | $     806,951  | $       0.72  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **Six MonthsEnded** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **June 30,2001** |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Amount | PerShare |   |
| Net income, asreported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $  1,486,991  | $       1.31  |   |
| Amortization ofgoodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |         24,272  |         0.02  |   |
| Pro forma net income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | $  1,511,263  | $       1.33  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |   |
| **NOTE H – NotesPayable:** On June 28, 2002, Kentucky Investors enteredinto long                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| term debt with CherokeeNational Life Insurance Company (Cherokee) of Macon, Georgia, inthe amount of $4,000,000, with interest to be paid quarterly at arate equal to the prime rate, and due on June 28, 2007.  Thefunds were used to purchase 400,000 shares of Cherokee common stockvalued at $4,000,000. No interest has been paid on this note in2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **ITEM 2.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | **Management's Discussion andAnalysis of Financial Condition and Results ofOperations.** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |
| **General**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Kentucky Investors, Inc. isincorporated under the laws of the Commonwealth of Kentucky andwholly owns Investors Heritage Life Insurance Company, a lifeinsurance company also incorporated under the laws of theCommonwealth of Kentucky. Kentucky Investors also wholly ownsInvestors Heritage Financial Services Group, Inc., a Kentuckyinsurance marketing company which was formed in 1994, and InvestorsHeritage Printing, Inc., a Kentucky printing company that providesprinting to Investors Heritage and other unaffiliatedparties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Investors Heritage offers afull line of life insurance products including, but not limited to,whole life, term life, single premium life, multi-pay life andannuities. Investors Heritage's primary lines of business isinsurance policies and annuities utilized to fund preneed funeralcontracts, credit life and credit disability insurance, and termlife and reducing term life sold through financialinstitutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Investors Heritage introduced anew whole life final expense product during the third quarter of2001. The new product, Heritage Final Expense replaced the Legacy2000 Final Expense series and is being marketed through funeralhomes and independent agencies. Investors Heritage entered into areinsurance agreement with Munich American Reassurance Company withregard to this new product to help reduce the initial surplusstrain and minimize fluctuations in future profits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Investors Heritage alsoprovides term insurance products, both on a decreasing and a levelbasis. During 2001 a new Term to 95 product was introduced thatreplaced the Level Best Term product. We will continue to provideour decreasing term policy that is primarily sold through financialinstitutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Company's operatingearnings are derived primarily from revenues generated from thesale of insurance products by Investors Heritage, plus theCompany's investment results, including realized gains (losses),less interest credited, benefits to policyholders andexpenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| While the Company continues toexpand the operations of Financial Services Group and Heritage Printing, less than 1% of the Company's total operationswere generated by those subsidiaries. As expected, more than 10% ofFinancial Services Group's revenues during the second quarter 2002were derived from the sale of Investors Heritage's credit insuranceproducts. The Company anticipates a dividend to be paid byFinancial Services Group during the third quarter in 2002. A smalldividend was declared and paid by Heritage Printing during2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Company's primary uses ofcash are operating expenses, debt service and dividend payments,and the Company's principal sources of cash are the dividends paidto it by Investors Heritage, Financial Services Group and HeritagePrinting. Investors Heritage's principal sources of cash are fromthe sale of life insurance policies and investment income,including realized gains (losses), less benefits to policyholdersand expenses. Therefore, the remainder of the discussion will dealwith the financial condition and results of operations of InvestorsHeritage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Investments, Liquidity andCapital Resources**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Premiums, which includemortality and expense charges, and investment income are InvestorsHeritage's primary sources of cash flow used to meet short-term andlong-term cash requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Investors Heritage's short-termobligations consist primarily of policyholder benefits andoperating expenses. Investors Heritage has historically been ableto meet these obligations out of operating cash, premiums andinvestment income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Management is not aware of anycommitments or unusual events that could materially affect capitalresources. During the fourth quarter of 2000 Kentucky Investorsborrowed $2,000,000 on a long-term basis; and an additional$400,000 was borrowed during the second quarter of 2001, however,there is no short-term external debt. Kentucky Investors utilized$200,000 of the loan amount to reduce debt to Investors Heritageand $1,800,000 was loaned to Investors Heritage in exchange for asurplus note. The note calls for Investors Heritage to pay, on orbefore the first day of each quarter, interest at an 8.5% annualrate, upon prior approval by the Kentucky Department of Insurance.Such interest may be paid out of Investors Heritage's earnedsurplus, operating income, or paid-in and contributed surplus. Inthe second quarter of 2002 the Company acquired 400,000 shares ofcommon stock of Cherokee National Life Insurance Company (Cherokee)in exchange for the Company’s promissory note in the amountof $4,000,000. Interest will be paid quarterly at a rate equal tothe prime rate and the note is due June 28, 2007. The Company alsohas a $150,000 line-of-credit note with a bank, of which $95,001 isoutstanding at June 30, 2002.                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Company and InvestorsHeritage will continue to explore various opportunities includingcorporate reorganizations, acquisitions and purchasing blocks ofbusiness from other companies, which may dictate a need for eitherlong-term or short-term debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| During the first quarter 2002,the Board of Directors directed that there be submitted to theshareholders at the annual meeting a proposed amendment to theArticles of Incorporation to authorize the issuance of 8,000,000shares of a new class of undesignated, non-voting preferred stock.On May 9, 2002, at the Annual Meeting of Shareholders, theshareholders approved the proposed amendment. The Board ofDirectors will establish and designate different series within thenew class of preferred stock and fix and determine the relativerights and preferences of each new series. To date no shares havebeen issued and the Company has no current plans to issue suchshares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Investors Heritage hasmaintained a sound, conservative investment strategy. At June 30,2002, 86.9% of invested assets consisted of fixed income publicbonds compared to 87.3% at December 31, 2001. Fixed income assetsare managed by Conning Asset Management Company, an independentportfolio manager.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Additionally, InvestorsHeritage also engages in commercial and residential mortgagelending with approximately 94% of these investments being incommercial properties. All mortgage loans are originated in-houseand all loans are secured by first mortgages on the real estate. AtJune 30, 2002, 8.0% of invested assets consisted of mortgage loanscompared to 8.8% at December 31, 2001. Management anticipatesfunding several new mortgage loan investments during the remainderof 2002 to maintain a similar to slightly higher percentage ofmortgage loans to total invested assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Investors Heritage'sconservative approach in the product development area and thestrength and stability of its fixed income and mortgage loanportfolios provide adequate liquidity both in the short-term andthe long-term. At June 30, 2002 Investors Heritage's fixed incomeinvestments were 100% investment grade as rated by Standard &Poor's, compared to 99.6% at December 31, 2001. None of InvestorsHeritage's fixed income assets are in default and there has been nomaterial change in the distribution of its fixed incomeportfolio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Investors Heritage's principallong-term obligations are fixed contractual obligations incurred inthe sale of its life insurance products. The premiums charged forthese products are based on conservative and actuarially soundassumptions as to mortality, persistency and interest. InvestorsHeritage believes these assumptions will produce revenuessufficient to meet its future contractual benefit obligations andoperating expenses, and provide an adequate profitmargin.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Results ofOperations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Total premium income (net ofreinsurance) for the second quarter 2002 increased 5.9% whencompared to the second quarter of 2001 and increased 9.3% for thefirst six months of 2002 when compared to the same period in 2001,due primarily to increases in pre-need sales. Net investment incomefor the second quarter 2002 compared to the second quarter of 2001decreased 1.2% and decreased 1% for the first six months of 2002when compared to the same period in 2001. The decrease is primarilydue to the lower yield rates on new asset purchases, and the changein the amortization schedules of mortgage-backed securities due tohigher than anticipated pre-payments. Overall Revenue for thesecond quarter 2002 increased 5.9% when compared to the secondquarter of 2001 and increased 8% for the first six months of 2002when compared to the same period in 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Total Benefits and Expenseswere 8.3% higher in the second quarter of 2002 when compared to thesame quarter of 2001 and 10.3% higher for the first six months of2002 when compared to the same period in 2001 primarily due tohigher premium production in pre-need sales and higher claimsoverall. After providing for federal income taxes, the Company'sNet Income was $531,112 with Earnings per share of $0.47 for thesecond three months of 2002 as compared to Net Income of $794,815and Earnings per share of $0.71 for the same period in 2001. TheCompany’s Net Income (before cumulative effect of change inaccounting principle) was $1,181,868 with Earnings per share of$1.04 for the first six months of 2002 as compared to Net Income of$1,486,991 and Earnings per share of $1.31 for the first six monthsof the same period in 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| SFAS No. 142 "Goodwill andOther Intangible Assets" was adopted during the first quarter of2002. This resulted in an after-tax charge of $970,862 during thefirst quarter of 2002 related to the impairment of goodwill. The impaired goodwill was associated with the 1981 and 1982acquisitions of Investors Heritage Life Insurance Company of theSouth and Commercial Travelers Life Insurance Company,respectively. The charge is reported separately in theCompany’s Consolidated Statements of Income as a "CumulativeEffect of Change in Accounting Principle". After the charge, thegoodwill balance at June 30, 2002 is $-0-. Under the new accountingstandards, there will no longer be a charge for normal amortizationof goodwill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| A dividend of $0.38 per sharewas paid April 5, 2002, to shareholders of record on March 22,2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **BusinessSegments**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Management internally evaluatesthe performance of Investors Heritage operations by the followingbusiness segments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| Preneed & Burial Productsinclude both life and annuity products sold by funeral directors oraffiliated agents to fund prearranged funerals. Revenues for thissegment were 4.6% higher for the second quarter of 2002 whencompared to the same period of 2001 and 8.1% higher in the firstsix months of 2002 when compared to the same period of 2001. Theincrease is due to a significant increase in sales from InvestorsHeritage's Legacy 2000 Series of Preneed Products used in thepreneed funeral market. Pre-Tax Income (Loss) from Operations forthe second quarter 2002 was $37,857 compared to $652,181 for thesame period for 2001 and $(34,495) for the first six months of 2002compared to $1,105,491 for the same period for 2001. The decreasein 2002 compared to 2001 is due primarily to higher mortality,reduced investment income due to lower interest rates oninvestments in fixed maturities and higher state premium taxes dueto the increase in sales. Investors Heritage plans to continue itsexpansion of territory and recruitment of agents in the Preneed andBurial insurance market.                                                                                                                                                                                                                                      |
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| Traditional & UniversalLife Products include traditional life and group life insuranceproducts, annuities (primarily qualified) and universal lifeproducts. Revenues for this segment were 1.8% lower for the secondquarter of 2002 when compared to the second quarter of 2001 and0.6% lower for the first six months of 2002 when compared to thesame period in 2001. The decrease in revenues is primarily from adecrease in loan demand associated with the sales of term insuranceproducts through banks. Pre-Tax Income from Operations for thesecond quarter 2002 was 25.8% lower than the second quarter of 2001primarily because of higher mortality and general insuranceexpenses associated with the sales, issuance and administrationcosts of these products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| Credit Insurance Products andAdministrative Services include the marketing and administration ofcredit life and credit accident & health insurance products.Revenues for 2002 were $59,236 for the second quarter compared to$(11,487) for the same period for 2001 and $116,705 for the firstsix months of 2002 compared to $109,650 for the same period in2001. Pre-Tax Income from Operations was $11,181 for the secondquarter of 2002 compared to $55,893 for the second quarter of 2001and $6,636 for the first six months of 2002 compared to $101,832for the same period in 2001. The decreases are primarily due to thereduction in the need for credit insurance because of a decrease inconsumer loan demand. With less production there was a relatedreduction in service fee income for this segment. All of therelated underwriting risk currently produced is being reinsured100% with highly-rated life companies.                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| Corporate & Other consistsof corporate accounts measured primarily by stockholders' paid-incapital, contributed surplus, earned surplus, property andequipment, and other minor business lines which include groupannuities and group and individual accident and health products.Revenues were 68.8% higher and Pre-Tax Income from Operations was309.3% higher for the second quarter of 2002 when compared to thefirst quarter 2001. Revenues were 52.5% higher for the first sixmonths of 2002 when compared to the same period in 2001 and Pre-TaxIncome from Operations was 195.2% higher for the first six monthsof 2002 when compared to the same period in 2001.  Theincreases are primarily due to realized gains from the sale ofinvestments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| **Federal IncomeTaxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| Current taxes are providedbased on estimates of the projected effective annual tax rate.Deferred taxes reflect the net tax effects of temporary differencesbetween the carrying amounts of assets and liabilities forfinancial reporting purposes and the amounts used for income taxpurposes. The effective tax rate was 29.9% at June 30, 2002compared to 34.1% for June 30, 2001. The decrease in the effectivetax rate is due primarily to the increased benefit of the smalllife insurance company deduction resulting from a decrease in netincome.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Forward LookingInformation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| The Company cautions readersregarding certain forward-looking statements contained in thisreport and in any other statements made by, or on behalf of, theCompany, whether or not in future filings with the Securities andExchange Commission. Forward-looking statements are statements notbased on historical information and which relate to futureoperations, strategies, financial results, or other developments.Statements using verbs such as "expect", "anticipate", "believe" orwords of similar import generally involve forward-lookingstatements. Without limiting the foregoing, forward-lookingstatements include statements which represent the Company's beliefsconcerning future levels of sales and redemptions of InvestorsHeritage's products, investment spreads and yields, or the earningsand profitability of the Company's or Investors Heritage'sactivities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| Forward-looking statements arenecessarily based on estimates and assumptions that are inherentlysubject to significant business, economic and competitiveuncertainties and contingencies, many of which are beyond theCompany's control and many of which are subject to change. Theseuncertainties and contingencies could cause actual results todiffer materially from those expressed in any forward-lookingstatements made by, or on behalf of, the Company. Whether or notactual results differ materially from forward-looking statementsmay depend on numerous foreseeable and unforeseeable factors anddevelopments. Some of these may be national in scope, such asgeneral economic conditions, changes in tax law and changes ininterest rates. Some may be related to the insurance industrygenerally, such as pricing competition, regulatory developments,industry consolidation and the effects of competition in theinsurance business from other insurance companies and otherfinancial institutions operating in the Company's market area andelsewhere. Others may relate to the Company specifically, such ascredit, volatility and other risks associated with the Company'sinvestment portfolio. The Company cautions that such factors arenot exclusive. The Company disclaims any obligation to updateforward-looking information. |
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| **ITEM 3. Quantitative andQualitative Disclosures about Market Risk.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| There have been no significantchanges in the Company's market risks since December 31, 2001.Refer to the Annual Report to the stockholders for the year endedDecember 31, 2001 for reference purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

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| **PART II– OTHER INFORMATION** |
|--------------------------------------|
|                                 |   |
| **ITEM 1.**                          | **LegalProceedings**

** ** |
|                                 |   |
|                                 |      The Company is notinvolved in any legal proceedings. From time to time InvestorsHeritage is involved in litigation relating to claims arising outof its operations in the normal course of business. As of August14, 2001, Investors Heritage is not a party to any legalproceedings, the adverse outcome of which, in management’sopinion, individually or in the aggregate, would have a materialadverse effect on Investors Heritage’s or the Company’sfinancial condition or results of operations.

  |
|                                 |   |
| **ITEM 2.**                          | **Changes in Securities andUse of Proceeds**

** ** |
|                                 |   |
|                                 | None |
|                                 |   |
| **ITEM 3.**                          | **Defaults Upon SeniorSecurities**

** ** |
|                                 |   |
|                                 | None |
|                                 |   |
| **ITEM 4.**                          | **Submission of matters to aVote of Security Holders** |
|                                 |  |
|                                      | (a) The annual meeting of thestockholders as held May 9, 2002 at 11:00 a.m. The purpose of themeeting was to elect directors. |
|                                 |  |
|                                      | (b) Three (3) directors wereelected to hold office for a term of three (3) years or until theirsuccessors are duly elected and qualified. |
|                                 |  |
|                                      | The following individuals wereelected for a term of three (3) years and the number of votes castwere as follows: |
|                                 |  |
|                                      | Harold G. Doran - Number ofVotes Cast FOR - 866,597.453; WITHHELD - 1,200.60 |
|                                      | Helen S. Wagner - Number ofVotes Cast FOR - 866,579.693; WITHHELD - 1,218.36 |
|                                      | David W. Reed - Number of VotesCast FOR - 867,012.853; WITHHELD - 785.20 |
|                                 |  |
|                                      | The other directors whose termswill continue after the meeting are: |
|                                 |  |
|                                      | Jerry F. Howell, Jr. |
|                                      | Gordon Duke |
|                                      | Robert M. Hardy, Jr. |
|                                      | Harry Lee WaterfieldII |
|                                 |  |
| **ITEM 5.**                          | **OtherInformation** |
|                                 |  |
|                                      | None |
|                                 |  |
| **ITEM 6.**                          | **Exhibits and Reports on Form8-K** |
|                                 |  |
|                                      | a) Exhibits |
|                                 |  |
|                                      |      No exhibits were filedfor the quarter ended June 30, 2002. |
|                                 |  |
|                                      | b) Reports on form8-K |
|                                 |  |
|                                      |      No reports on Form 8-Kwere filed for the quarter ended June 30, 2002. |
|                                 |  |

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****
| **SIGNATURES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Pursuant to the requirements ofthe Securities and Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersignedthereunto duly authorized.                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | **KENTUCKY INVESTORS,INC.** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ Harry Lee WaterfieldII |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | BY: Harry Lee WaterfieldII |
| DATE: August 14,2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       President |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ Raymond L. Carr |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | BY: Raymond L. Carr |
| DATE: August 14,2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       Vice President -Chief Financial Officer |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|      Harry Lee Waterfield IIand Raymond L. Carr, being the President and Vice President, ChiefFinancial Officer, respectively, of Kentucky Investors, Inc.,hereby certify as of this 14th day of August, 2002, that the Form10-Q for the Quarter ended June 30, 2002 fully complies with therequirements of Section 13(a) or 15(d) of the Securities ExchangeAct of 1934 and that the information contained in the Form 10-Qfairly presents, in all material respects, the financial conditionand results of operations of Kentucky Investors, Inc. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | **KENTUCKY INVESTORS,INC.** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ Harry Lee WaterfieldII |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | BY: Harry Lee WaterfieldII |
| DATE: August 14,2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       President |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | /s/ Raymond L. Carr |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | BY: Raymond L. Carr |
| DATE: August 14,2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       Vice President -Chief Financial Officer |