**CERTIFICATIONS**

** **

**Exhibit31.1**

** **

|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | I, Harry Lee WaterfieldII, certify that:                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.     | I have reviewed thequarterly report on Form 10-Q of Kentucky Investors,Inc.;                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.     | Based on my knowledge,this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periodcovered by this quarterly report;                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.     | Based on my knowledge, thefinancial statements, and other financial information included inthis quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterlyreport;                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.     | The registrant's othercertifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, andwe have:                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|        | (a) Designed suchdisclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, toensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period inwhich this quarterly report is being prepared, |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|        | (b) Evaluated theeffectiveness of the registrant's disclosure controls andprocedures and presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this quarterly report basedon such evaluation, and                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|        | (c) Disclosed in thisreport any change in the registrant's internal control overfinancial reporting that occurred during the registrant's mostrecent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant's internalcontrol over financial reporting; and                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.     | The registrant's othercertifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant'sboard of directors:                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|        | (a) All significantdeficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record,process, summarize, and report financial information;and                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |
|        | (b) Any fraud, whether ornot material, that involves management or other employees who havea significant role in the registrant's internal control overfinancial reporting.                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                        |

| Date: May 14,2004 | By: /s/ Harry LeeWaterfield II |
|-------------------|--------------------------------|
|                   | Harry Lee WaterfieldII         |
|                   | President                      |

** **

**Exhibit31.2**

** **

|              |                                                                                                                                                                                                                                                                                                                                                                                        |
|-------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
|                   | I, Raymond L. Carr,certify that:                                                                                                                                                                                                                                                                                                                                                       |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
| 1.                | I have reviewed thequarterly report on Form 10-Q of Kentucky Investors,Inc.;                                                                                                                                                                                                                                                                                                           |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
| 2.                | Based on my knowledge,this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the periodcovered by this quarterly report;                                                              |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.                | Based on my knowledge, thefinancial statements, and other financial information included inthis quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterlyreport;                                                                                 |
| 4.                | The registrant's othercertifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, andwe have:                                                                                                                                                           |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
|                   | (a) Designed suchdisclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, toensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period inwhich this quarterly report is being prepared, |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
|                   | (b) Evaluated theeffectiveness of the registrant's disclosure controls andprocedures and presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this quarterly report basedon such evaluation, and                                                                                 |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
|                   | (c) Disclosed in thisreport any change in the registrant's internal control overfinancial reporting that occurred during the registrant's mostrecent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant's internalcontrol over financial reporting; and                                                                          |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.                | The registrant's othercertifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant'sboard of directors:                                                                                                                                            |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
|                   | (a) All significantdeficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record,process, summarize, and report financial information;and                                                                                                              |
|              |                                                                                                                                                                                                                                                                                                                                                                                        |
|                   | (b) Any fraud, whether ornot material, that involves management or other employees who havea significant role in the registrant's internal control overfinancial reporting.                                                                                                                                                                                                            |
|                   |                                                                                                                                                                                                                                                                                                                                                                                        |
| Date: May 14,2004 | By: /s/ Raymond L.Carr                                                                                                                                                                                                                                                                                                                                                                 |
|                   | Raymond L. Carr                                                                                                                                                                                                                                                                                                                                                                        |
|                   | Chief Financial Officer– Vice President                                                                                                                                                                                                                                                                                                                                          |