**CERTIFICATIONS**

** **

**Exhibit31.1**

** **

|   |                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | I, Harry LeeWaterfield II, certify that:

                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.     | I havereviewed the quarterly report on Form 10-Q of Kentucky Investors,Inc.;

                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.     | Based on myknowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of thecircumstances under which such statements were made, not misleadingwith respect to the period covered by this quarterlyreport;

                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.     | Based on myknowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present inall material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report;

                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.     | Theregistrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant, and we have:

                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (a) Designedsuch disclosure 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 the effectiveness of the registrant's disclosure controlsand procedures and presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this quarterlyreport based on such evaluation, and

                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (c)Disclosed in this report any change in the registrant's internalcontrol over financial reporting that occurred during theregistrant's most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting;and

                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 5.     | Theregistrant's other certifying officers and I have disclosed, basedon our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee ofthe registrant's board of directors:

                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (a) Allsignificant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability torecord, process, summarize, and report financial information;and

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|   |                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (b) Anyfraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant's internalcontrol over financial reporting.

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|   |                                                                                                                                                                                                                                                                                                                                                                                           |

 

| Date:November 11, 2004 | By:/s/                 |
|------------------------|------------------------|
|                   | Harry LeeWaterfield II |
|                   | President              |

** **

**Exhibit31.2**

** **

|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
|------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
|                   | I, RaymondL. Carr, certify that:

                                                                                                                                                                                                                                                                                                                                                        |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.                     | I havereviewed the quarterly report on Form 10-Q of Kentucky Investors,Inc.;

                                                                                                                                                                                                                                                                                                            |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 2.                     | Based on myknowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material factnecessary to make the statements made, in light of thecircumstances under which such statements were made, not misleadingwith respect to the period covered by this quarterlyreport;

                                                                |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 3.                     | Based on myknowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present inall material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this quarterly report;

                                                                                  |
| 4.                     | Theregistrant's other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant, and we have:

                                                                                                                                                            |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
|                   | (a) Designedsuch disclosure 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 the effectiveness of the registrant's disclosure controlsand procedures and presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this quarterlyreport based on such evaluation, and

                                                                                  |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
|                   | (c)Disclosed in this report any change in the registrant's internalcontrol over financial reporting that occurred during theregistrant's most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting;and

                                                                            |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
| 5.                     | Theregistrant's other certifying officers and I have disclosed, basedon our most recent evaluation of internal control over financialreporting, to the registrant's auditors and the audit committee ofthe registrant's board of directors:

                                                                                                                                             |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
|                   | (a) Allsignificant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability torecord, process, summarize, and report financial information;and

                                                                                                               |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
|                   | (b) Anyfraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant's internalcontrol over financial reporting.

                                                                                                                                                                                                             |
|                   |                                                                                                                                                                                                                                                                                                                                                                                           |
| Date:November 11, 2004 | By:/s/                                                                                                                                                                                                                                                                                                                                                                                         |
|                   | Raymond L.Carr                                                                                                                                                                                                                                                                                                                                                                                 |
|                   | ChiefFinancial Officer - Vice President                                                                                                                                                                                                                                                                                                                                                        |
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