S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549



FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


Kentucky Bancshares, Inc.
(Exact name of registrant as specified in its charter)

Kentucky
(State or other jurisdiction of incorporation or organization)

61-0993464
(I.R.S. Employer Identification No.)

P.O. Box 157
Paris, Kentucky
(Address of Principal Executive Offices)

40362-0157
(Zip Code)

Kentucky Bancshares, Inc. 2009 Stock Award Plan
(Full title of the plan)

Gregory J. Dawson
Chief Financial Officer
Kentucky Bancshares, Inc.
P.O. Box 157
Paris, Kentucky  40362-0157
(Name and address of agent for service)

(859) 987-1795
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of "large accelerated filer," "accelerated
filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
(Check one):
          Large accelerated filer     ___     Accelerated filer           ___

          Non-accelerated filer        X      Smaller reporting company   ___







CALCULATION OF REGISTRATION FEE


                                   Proposed    Proposed
                                    Maximum     maximum
  Title of                         offering    aggregate     Amount of
securities to      Amount to be    price per   offering     registration
be registered     registered (1)   share (2)   price (2)      fee (3)

Common Stock,
no Par value        150,000          15.75       15.75        $168.45

(1)   This registration statement (the "Registration Statement") covers
shares of common stock, no par value of Kentucky Bancshares, Inc. (the
"Registrant") which may be offered or sold pursuant to the Kentucky
Bancshares, Inc. 2009 Stock Award Plan (the "Plan").  Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers an indeterminate number of shares that may
be offered or issued as a result of stock splits, stock dividends or similar
transactions.

(2)   This calculation which is made solely for the purpose of determining
the amount of the registration fee, is made pursuant to Rule 457(c) and
457(h)of the Securities Act, and is based on the average of the high and low
price of a share of common stock, as reported on the Over The Counter
Electronic Bulletin Board operated by Nasdaq as of a date within five
business days prior to the filing of this Registration Statement.

(3)   The Amount of registration fee was calculated pursuant to Section 6(b)
of the Securities Act, which states that the adjusted fee rate effective
December 21, 2009 shall be $71.30 per $1 million of the maximum aggregate
price at which such securities are proposed to be offered.  The registration
fee is therefore calculated by multiplying the Proposed Maximum Aggregate
Offering Price by 0.0000713.



PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in this Part I will be
sent or given to participants in the Plan as specified by Rule 428(b)(1).
Pursuant to the instructions for Form S-8, such documents need not be filed
with the Commission either as part of the Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.  These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.  See Rule 428(a)(1).

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

The documents listed in (a) and (b) below have been filed by the Registrant
with the Commission and are incorporated by reference in this Registration
Statement:

(a)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2009;

(b)  All other reports filed by us pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a); and

(c)  The description of the Registrant's Common Stock, contained in
Registrant's Registration Statement on Form S-8 (File No. 333-92725) filed on
December 14, 1999, including any amendment or report filed for the purpose of
updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part
thereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4.     Description of Securities.

Not Applicable.

Item 5.     Interests of Named Experts and Counsel.

None.

Item 6.     Indemnification of Directors and Officers.

Article 10 of the Articles of Incorporation of the Registrant (the
"Corporation") contains certain indemnification provisions providing that
directors and officers will be indemnified against expenses actually and
reasonably incurred by them if they are successful on the merits of a claim
or proceeding.  Article 10 provides as follows:

10.1     General.  The Corporation shall, to the fullest extent permitted by,
and in accordance with the provisions of, the Kentucky Business Corporation
Act, as it presently exists or may hereafter be amended, indemnify each
director and officer of the Corporation against expenses (including
attorneys' fees), judgments, taxes, fines, and amounts paid in settlement,
incurred by him in connection with, and shall advance expenses (including
attorneys' fees) incurred by him in defending, any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) to which he is, or is threatened to be made, a party by
reason of the fact that he is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other enterprise.
Advancement of expenses shall be made upon receipt of an undertaking, with
such security, if any, as the Board of Directors or shareholders may
reasonably require, by or on behalf of the person seeking indemnification to
repay amounts advanced if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized herein.

10.2     Non-Exclusive Right.  The indemnification provided for by Section
10.1 shall not be deemed exclusive of any other rights to which directors or
officers of the Corporation may be entitled under any statute, provision in
the Corporation's Articles of Incorporation, agreement or action of the Board
of Directors or shareholders of the Corporation, or otherwise, and shall
continue as to a person who has ceased to be a director or officer of the
Corporation, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

10.3     Insurance.  Without in any way limiting the Corporation's power to
purchase and maintain insurance for any other purpose or on behalf of any
other person, the Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust or other enterprise, against
any liability asserted against him and incurred by him in such capacity or
arising out of his status as such, whether or not the Corporation would have
the power or be obligated to indemnify him against such liability under the
provisions of Section 10.1 of these Bylaws or the Kentucky Business
Corporation Act.

Item 7.     Exemption from Registration Claimed.

Not applicable.

Item 8.     Exhibits.

Exhibit No.          Description
  4.1(*)        Kentucky Bancshares, Inc. 2009 Stock Award Plan
  5.1           Opinion of Stoll Keenon Ogden PLLC
  10.1          Form of Notice of Nonqualified Stock Option Award
  10.2          Form of Notice of Incentive Stock Option Award
  23.1          Consent of Stoll Keenon Ogden PLLC (contained in Exhibit 5.1)
  23.2          Consent of Crowe Horwath LLP
  24.1          Powers of Attorney (included in the signature page of this
                 Registration Statement)

(*)     Incorporated by reference to Exhibit A of the Registrant's Definitive
Proxy Statement on Schedule 14A filed on April 10, 2009.

Item 9.     Undertakings.

(a)     The undersigned Registrant hereby undertakes:

     (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

          (i)     To include any prospectus required by Section 10(a)(3) of
the Securities Act;

          (ii)    To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in "Calculation of Registration Fee" table in the effective
registration statement;

          (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the undersigned registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

     (2)     That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

     (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)     The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(b) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(h)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to the directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.



SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Paris, Commonwealth of Kentucky, on
this 18th day of May 2010.


KENTUCKY BANCSHARES, INC.


By:  _/s/Louis Prichard_____________

Louis Prichard, President and

Chief Executive Officer


POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 18, 2010.  Each person whose signature to the
Registration Statement appears below hereby appoints each of Louis Prichard
and Gregory J. Dawson, and each of them singly, such person's true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto each said attorney-in-
fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that any said attorney-in-fact and agent,
or any substitute or substitutes of any of them, may lawfully do or cause to
be done by virtue hereof.


/s/Buckner Woodford____________
Buckner Woodford,
Chairman of the Board,
Director

/s/Louis Prichard________________
Louis Prichard
President and Chief Executive Officer,
Director

/s/Gregory J. Dawson_____________
Gregory J. Dawson
Senior Vice President, Chief Financial and
Accounting Officer

/s/Thedore Kuster_______________
Theodore Kuster,
Director

/s/Robert G. Thompson___________
Robert G. Thompson,
Director

/s/Betty J. Long_________________
Betty J. Long,
Director

/s/Ted McClain_________________
Ted McClain,
Director

/s/William Arvin________________
William Arvin,
Director

/s/Henry Hinkle_________________
Henry Hinkle,
Director

/s/Woodford Van Meter___________
Woodford Van Meter,
Director

/s/Proctor Caudill________________
Proctor Caudill,
Director

/s/Edwin S. Saunier______________
Edwin S. Saunier,
Director




KENTUCKY BANCSHARES, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT


EXHIBIT NO.          DESCRIPTION
  4.1(*)        Kentucky Bancshares, Inc. 2009 Stock Award Plan
  5.1           Opinion of Stoll Keenon Ogden PLLC
  10.1          Form of Notice of Nonqualified Stock Option Award
  10.2          Form of Notice of Incentive Stock Option Award
  23.1          Consent of Stoll Keenon Ogden PLLC (contained in Exhibit 5.1)
  23.2          Consent of Crowe Horwath LLP
  24.1          Powers of Attorney (included in the signature page of this
                 Registration Statement)

(*)     Incorporated by reference to Exhibit A of the Registrant's Definitive
Proxy Statement on Schedule 14A filed on April 10, 2009.









9

EX-5

Exhibit 5.1


June 24, 2010

Kentucky Bancshares, Inc.
339 Main Street
Paris, KY  40361

Gentlemen:

This opinion is being furnished to you in connection with the registration of
150,000 shares of common stock, no par value per share (the "Shares"), of
Kentucky Bancshares, Inc., a Kentucky corporation (the "Corporation"), for
offer and sale under the Kentucky Bancshares, Inc. 2009 Stock Award Plan (the
"Plan") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed on the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended.

We have acted as counsel to the Corporation in connection with the
preparation of the Registration Statement, and have examined signed copies of
the Registration Statement.  We have also examined and relied upon (i) a copy
of the Articles of Incorporation, as amended, of the Corporation, (ii) a copy
of the Bylaws of the Corporation, and (iii) minutes of meetings of the Board
of Directors and shareholders of the Corporation considering the Plan or this
Registration Statement.

We also have examined originals or copies, certified or otherwise identified
to our satisfaction, of such other documents, and have made such other
investigations, as we have deemed necessary to form a basis for the opinion
hereinafter expressed.  In making such examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, and the
conformity to original documents of documents submitted to us as copies.  As
to all matters of fact relevant to our opinion, we have relied exclusively,
without independent investigation or verification, upon the foregoing
documents and on the certificates of public officials and officials of the
Corporation.

Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon the issuance thereof and in accordance with the
terms of the Plan, the Shares will be validly issued, fully paid and
nonassessable.

We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this letter.  This letter has been prepared
solely for your use in connection with the registration of the Shares and
shall not be relied upon, quoted in whole or in part or otherwise be referred
to, nor be filed with or furnished to any government agency or other person
or entity, without the prior written consent of this firm, except that we
hereby consent to the filing of this opinion as part of the Registration
Statement.


                                    Very truly yours,

                                    STOLL KEENON OGDEN PLLC

EX-10

Exhibit 10.1

Kentucky Bancshares, Inc.
Notice of Nonqualified Stock Option Award


Name of Optionee:            _______________________________

No. of Shares Covered:       _______________________________

Grant Date:                  _______________________________

Exercise Price Per Share:    _______________________________

Expiration Date:             _______________________________

Restriction Period.  The Shares shall vest as set forth below:
          [can be modified at Committee's discretion]


                                      Aggregate Percentage of the
                                       Shares Vested as of Such
    Date                                        Date

The Grant Date                                  100%

*****************************************************************************

	This is a Notice of Incentive Stock Option Award (the "Notice") from
Kentucky Bancshares, Inc., a Kentucky corporation (the "Company"), to the
optionee identified above (the "Optionee") effective as of the Grant Date
specified above.

Background

	A.	The Company maintains the Kentucky Bancshares, Inc. 2009 Stock
Award Plan (the "Plan").

	B.	Under the Plan, the Board of Directors of the Company or the
Compensation Committee of the Board (collectively, the "Plan Administrator")
administers the Plan and has the authority to determine the awards to be
granted under the Plan.

	C.	The Plan Administrator has determined that the Optionee is
eligible to receive an award under the Plan in the form of a nonqualified
stock option.

	D.	The Company hereby grants such an option to the Optionee under
the terms and conditions that follow.



Terms and Conditions

1.	Grant of Option.  The Company hereby grants to the Optionee the option
to purchase the number of shares of Common Stock of the Company specified in
the table at the beginning of this Notice on the terms and conditions set
forth in this Notice and as otherwise provided in the Plan (the "Option").
The shares of Common Stock purchasable upon exercise of the Option are
sometimes referred to as the "Option Stock."  The Options granted hereunder
are intended to constitute nonqualified stock options and are not intended to
constitute incentive stock options within the meaning of Section 422 of the
Code.

2.	Exercise Price.  During the term of this Option, the purchase price for
each share of Option Stock granted herein will be the Exercise Price
specified in the table at the beginning of this Notice.

3.	Exercise Schedule.  The Option will vest and become exercisable as to
the number of shares of Option Stock on the dates specified in the table at
the beginning of this Notice.  The Exercise Schedule is cumulative, meaning
that to the extent the Option has not already been exercised and has not
expired, terminated or been cancelled, the Optionee (or the person entitled
to exercise the Option as provided herein) may at any time, and from time to
time, purchase all or any portion of the shares of Option Stock then
purchasable under the Exercise Schedule.  The Option may also be exercised in
full (notwithstanding the Exercise Schedule) under the circumstances
described in Section 8 of this Notice if the Option has not expired prior
thereto.

4.	Expiration.	The Option will expire at 5:00 p.m. Eastern Standard
Time/Eastern Daylight Savings Time on the earliest of:

	(a)	The Expiration Date specified in the table at the beginning of
this Notice;

	(b)	The expiration of the period after the cessation of the Optionee
as an Eligible Individual within which the Option can be exercised (as
specified in Section 7 of this Notice);

	(c)	The date (if any) the Option is cancelled pursuant to Paragraph
8(a) of this Notice.

No one may exercise the Option, in whole or in part, after it has expired,
notwithstanding any other provision of this Agreement.

5.	Personal Exercise by Optionee.  This Option shall, during the lifetime
of the Optionee, be exercisable only by said Optionee (or his or her personal
representative), and shall not be transferable by the Optionee, in whole or
in part, other than by will or by the laws of descent and distribution or
pursuant to a domestic relations order, as defined in the Code.


6.	Manner of Exercise of Option.

	(a)	The Option may be exercised, in whole or in part, by delivering
written notice to the Company, in a form prescribed by the Plan
Administrator, to the Company's Secretary at the principal executive office
of the Company, or to the Company's designated agent for receipt of such
notice.  The notice shall state the number of shares of Option Stock to be
purchased, and shall be signed by the person exercising the Option.  If the
person exercising the Option is not the Optionee, he/she also must submit
appropriate proof of his/her right to exercise the Option.

	(b)	Tender of Payment.  Upon giving notice of any exercise hereunder,
the Optionee shall provide for payment of the purchase price of the shares of
Option Stock being purchased through one or a combination of the following
methods:

		(i)	Cash or cash equivalent (including check, bank draft or
money order);

		(ii)	By delivery to the Company of unencumbered Common Stock
having an aggregate fair market value (valued in accordance with procedures
established by the Plan Administrator) on the date of the exercise equal to
the purchase price of the shares of Option Stock and which have been held by
the Optionee for at least six (6) months;

		(iii)	By authorizing the Company to retain, from the total number
of shares of Option Stock as to which the Option is exercised, that number of
shares having a fair market value (valued in accordance with procedures
established by the Plan Administrator) on the date of exercise equal to the
purchase price for the total number of shares of Option Stock as to which the
Option is exercised; or

		(iv)	A combination of the above.

Notwithstanding the foregoing, the Optionee shall not be permitted to pay any
portion of the purchase price with shares of Common Stock, or by authorizing
the Company to retain shares of Option Stock upon exercise of the Option, if
the Plan Administrator, in its sole discretion, determines that payment in
such manner is undesirable.

7.	Cessation as Eligible Individual.

(a)	Except as set forth in this Section 7, the Option provided for in
this Notice shall immediately terminate on the date that the Optionee ceases
for any reason to be an Eligible Individual.  In the event of a sale by the
Company of its equity interest in a Subsidiary, following which such entity
is no longer a Subsidiary of the Company, persons who continue to be employed
by such entity following such sale shall cease to be Eligible Individuals for
purposes of the Plan and this Notice.

	(b)	If the Optionee ceases to be an Eligible Individual for any
reason other than death, Disability (as defined in Paragraph 9(c)),
Retirement (as defined in Paragraph 9(e)), or termination for Cause (as
defined in Paragraph 9(a)), any Option granted hereunder that is then
exercisable shall remain exercisable in accordance with the terms of this
Notice within three (3) months after the date of such cessation, but in no
event shall any such Option be exercisable after the Expiration Date.

	(c)	If the Optionee ceases to be an Eligible Individual by reason of
Optionee's Disability or Retirement, any Option granted hereunder that is
exercisable on the date of such cessation, as well as any Option granted
hereunder that would have become exercisable within one (1) year after the
date of such cessation had the Optionee continued to be an Eligible
Individual, shall remain exercisable in accordance with the terms of this
Notice within three (3) years after the date of such cessation, but in no
even shall any such Option be exercisable after the Expiration Date.

	(d)	(i)  If the Optionee ceases to be an Eligible Individual as a
result of the Optionee's death, any Option granted hereunder that is
exercisable on the date of such death, as well as any Option granted
hereunder that would have become exercisable within one (1) year after the
date of such death had the Optionee continued to be an Eligible Individual,
shall remain exercisable by the Optionee's designated beneficiary in
accordance with the terms of this Notice until the third (3rd) anniversary of
the date of such death, but in no event shall any such Option be exercisable
after the Expiration Date.

		(ii)  If the Optionee dies after having ceased to be an Eligible
Individual and any Option granted hereunder is then exercisable in accordance
with the provisions of this Section 5, such Option will remain exercisable by
the Optionee's designated beneficiary in accordance with the terms of this
Notice until the third (3rd) anniversary of the date the Optionee ceased to be
an Eligible Individual, but in no event shall any such Option be exercisable
after the Expiration Date.

8.	Change in Control.  If a Change in Control (as defined in Paragraph
9(b)) occurs while this Option remains outstanding, then one of the following
shall occur:

	(a)	If, pending the Change in Control, the Plan Administrator
determines that this Option will not continue following the Change in Control
or that the successor entity (or its parent) will not assume or replace this
Option with a comparable equity-based award covering shares of the successor
entity (or its parent) that would equitably preserve the compensation element
of the Award at the time of the Change in Control, then one of the following
shall occur:

		(i)	The Plan Administrator may elect, in its sole discretion,
to cancel this Option and to pay the Optionee an amount in cash equal to the
difference between the fair market value (valued in accordance with
procedures established by the Plan Administrator) immediately prior to the
Change in Control of the shares of Option Stock still subject to the Option,
and the aggregate exercise price of those shares; or

		(ii)	If the Plan Administrator does not make the election
described above, the Option shall become fully exercisable ten (10) days
prior to the scheduled occurrence of the Change in Control and shall remain
exercisable for a period of ten (10) days.  Any exercise of this Option
during such ten (10) day period shall be conditioned upon the occurrence of
the Change in Control and shall be effective immediately prior to the Change
in Control.  Upon the occurrence of the Change in Control, this Option shall
expire.  The Plan Administrator shall provide advance notice of this
temporary period of exercisability to the Optionee.  If the Change in Control
does not occur, the Option shall continue according to its original terms.

	(b)	If, in connection with the Change in Control, Paragraph 8(a) is
not applicable and this Option is continued, assumed or replaced in the
manner described in Paragraph 8(a), and if within one (1) year after that
Change in Control the Optionee's employment with the Company and all of its
Subsidiaries (or with any successor entity) is terminated by the employer for
reasons other than Cause, or is terminated by the Optionee for Good Reason
(as defined in Paragraph 9(d), then this Option will immediately vest and
become exercisable in full and remain exercisable for one (1) year after such
termination of employment.

9.	Definitions.  The following terms used in this Notice will have the
meanings indicated:

	(a)	"Cause" means what the term is expressly defined to mean in a
then-effective employment agreement between the Optionee and the Company, or
in the absence of any such then-effective agreement or definition, means:

		(i)	Optionee's commission of any act constituting a felony or
Optionee's conviction or guilty or no contest plea to any criminal
misdemeanor involving fraud, misrepresentation or theft;

		(ii)	gross misconduct or any act of fraud, disloyalty or
dishonesty by Optionee related to or connected with Optionee's employment by
the Company or otherwise likely to cause material harm to the Company or its
reputation;

		(iii)	a material violation by Optionee of the Company's policies
or codes of conduct; or

		(iv)	the willful or material breach by Optionee of any agreement
between the Optionee and the Company.

	(b)	"Change in Control" means what the term (or a word of like
import) is expressly defined to mean in a then-effective employment agreement
between the Optionee and the Company, or in the absence of any such then-
effective agreement or definition, means a change in the ownership or control
of the Company effected through any of the following transactions:

		(i)	a merger, consolidation or reorganization approved by the
Company's shareholders, unless securities representing more than fifty
percent (50%) of the total combined voting power of the outstanding voting
securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Company's outstanding
voting securities immediately prior to such transaction;

		(ii)	any shareholder approved sale, transfer or other
disposition of all or substantially all of the Company's assets in complete
liquidation or dissolution of the Company;

		(iii)	any transaction or series of related transactions pursuant
to which any person or any group of persons comprising a "group" within the
meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company or a person that, prior
to such transaction or series of related transactions, directly or indirectly
controls, is controlled by or is under common control with, the Company)
becomes directly or indirectly the beneficial owner (within the meaning of
Rule 13d-3 of the Exchange Act) of securities possessing (or convertible into
or exercisable for securities possessing) thirty percent (30%) or more of the
total combined voting power of the Company's securities (determined by the
power to vote with respect to the election of Board members) outstanding
immediately after the consummation of such transaction or series of related
transaction, whether such transaction involves a direct issuance from the
Company or the acquisition of outstanding securities held by one or more of
the Company's shareholders; or

		(iv)	a change in the composition of the Board over a period of
eighteen (18) consecutive months or less such that a majority of the Board
members ceases to be comprised of individuals who have been Board members
continuously since the beginning of such period.

	(c)	"Disability" shall mean long-term disability, as defined in the
Company's long-term disability plan, or in the absence of such long-term
disability plan, as defined by Section 22(e)(3) of the Code.

	(d)	"Good Reason" means what the term is expressly defined to mean in
a then-effective employment agreement between the Optionee and the Company,
or in the absence of any such then-effective agreement or definition, means
any of the following conditions arising without the consent of Optionee,
provided that the Optionee has first given written notice to the Company of
the existence of the condition within ninety (90) days of its first
occurrence, and the Company has failed to remedy the condition within thirty
(30) days thereafter:

		(i)	a material diminution in the Optionee's base salary;

		(ii)	a material diminution in the Optionee's authority, duties,
or responsibilities;

		(iii)	relocation of Optionee's principal office more than fifty
(50) miles from its current location; or

		(iv)	any other action or inaction that constitutes a material
breach by the Company of any terms or conditions of any agreement between the
Company and the Optionee, which breach has not been caused by Optionee.

	(e)	"Retirement" shall mean early, normal or deferred retirement of
the Optionee under a tax qualified retirement plan of the Company or any
other cessation of the provision of services to the Company or a Subsidiary
by the Optionee that is deemed by the Plan Administrator to constitute a
retirement.

KENTUCKY BANCSHARES, INC.

By:  ________________________________

Its:  ________________________________

  Any capitalized term used in this Notice shall have the meaning set forth in
this Notice (including in the table at the beginning of this Notice) or, if
not defined in this Notice, the meaning set forth in the Plan as it currently
exists or as it is amended in the future.






6

EX-10

Exhibit 10.2

Kentucky Bancshares, Inc.
Notice of Incentive Stock Option Award

Name of Optionee:            _______________________________

No. of Shares Covered:       _______________________________

Grant Date:                  _______________________________

Exercise Price Per Share:    _______________________________

Expiration Date:             _______________________________

Restriction Period.  The Shares shall vest as set forth below:
          [can be modified at Committee's discretion]


                                          Aggregate Percentage of
                                          the Shares Vested as of
    Date                                         Such Date

The Grant Date                                       0%

One Year Anniversary of the Grant Date              20%

Two Year Anniversary of the Grant Date              40%

Three Year Anniversary of the Grant Date            60%

Four Year Anniversary of the Grant Date             80%

Five Year Anniversary of the Grant Date            100%

*****************************************************************************

     This is a Notice of Incentive Stock Option Award (the "Notice") from
Kentucky Bancshares, Inc., a Kentucky corporation (the "Company"), to the
optionee identified above (the "Optionee") effective as of the Grant Date
specified above.

Background

     A.     The Company maintains the Kentucky Bancshares, Inc. 2009 Stock
Award Plan (the "Plan").

     B.     Under the Plan, the Board of Directors of the Company or the
Compensation Committee of the Board (collectively, the "Plan Administrator")
administers the Plan and has the authority to determine the awards to be
granted under the Plan.

     C.     The Plan Administrator has determined that the Optionee is
eligible to receive an award under the Plan in the form of an incentive stock
option.

     D.     The Company hereby grants such an option to the Optionee under
the terms and conditions that follow.

Terms and Conditions

1.     Grant of Option.  The Company hereby grants to the Optionee the option
to purchase the number of shares of Common Stock of the Company specified in
the table at the beginning of this Notice on the terms and conditions set
forth in this Notice and as otherwise provided in the Plan (the "Option").
The shares of Common Stock purchasable upon exercise of the Option are
sometimes referred to as the "Option Stock."  The parties intend that the
Option shall be an "incentive stock option" as such term is defined under
Section 422 of the Code, but to the extent that the Option fails to qualify
as an incentive stock option, it will be treated as a Nonqualified Stock
Option.

2.     Exercise Price.  During the term of this Option, the purchase price
for each share of Option Stock granted herein will be the Exercise Price
specified in the table at the beginning of this Notice.

3.     Exercise Schedule.  The Option will vest and become exercisable as to
the number of shares of Option Stock on the dates specified in the table at
the beginning of this Notice.  The Exercise Schedule is cumulative, meaning
that to the extent the Option has not already been exercised and has not
expired, terminated or been cancelled, the Optionee (or the person entitled
to exercise the Option as provided herein) may at any time, and from time to
time, purchase all or any portion of the shares of Option Stock then
purchasable under the Exercise Schedule.  The Option may also be exercised in
full (notwithstanding the Exercise Schedule) under the circumstances
described in Section 8 of this Notice if the Option has not expired prior
thereto.

4.     Expiration.  The Option will expire at 5:00 p.m. Eastern Standard
Time/Eastern Daylight Savings Time on the earliest of:

        (a)  The Expiration Date specified in the table at the beginning of
this Notice;

        (b)  The expiration of the period after the termination of employment
of the Optionee within which the Option can be exercised (as specified in
Section 7 of this Notice);

        (c)  Upon termination of the Optionee's employment for Cause (as
defined in Paragraph 9(a) of this Notice.

        (d)  The date (if any) the Option is cancelled pursuant to Paragraph
8(a) of this Notice.

No one may exercise the Option, in whole or in part, after it has expired,
notwithstanding any other provision of this Agreement.

5.     Personal Exercise by Optionee.  This Option shall, during the lifetime
of the Optionee, be exercisable only by said Optionee (or his or her personal
representative), and shall not be transferable by the Optionee, in whole or
in part, other than by will or by the laws of descent and distribution.  The
Plan Administrator may permit the transfer or assignment of this Option, in
whole or in part, pursuant to Section 11(c) of the Plan, however, to the
extent that an Incentive Stock Option is permitted to be transferred during
the lifetime of the Optionee, it shall be treated as a Nonqualified Stock
Option.

6.     Manner of Exercise of Option.

       (a)  The Option may be exercised, in whole or in part, by delivering
written notice to the Company, in a form prescribed by the Plan
Administrator, to the Company's Secretary at the principal executive office
of the Company, or to the Company's designated agent for receipt of such
notice.  The notice shall state the number of shares of Option Stock to be
purchased, and shall be signed by the person exercising the Option.  If the
person exercising the Option is not the Optionee, he/she also must submit
appropriate proof of his/her right to exercise the Option.

       (b)  Tender of Payment.  Upon giving notice of any exercise hereunder,
the Optionee shall provide for payment of the purchase price of the shares of
Option Stock being purchased through one or a combination of the following
methods:

             (i)  Cash or cash equivalent (including check, bank draft or
money order);

             (ii)  By delivery to the Company of unencumbered Common Stock
having an aggregate fair market value (valued in accordance with procedures
established by the Plan Administrator) on the date of the exercise equal to
the purchase price of the shares of Option Stock and which have been held by
the Optionee for at least six (6) months;

             (iii)  By authorizing the Company to retain, from the total
number of shares of Option Stock as to which the Option is exercised, that
number of shares having a fair market value (valued in accordance with
procedures established by the Plan Administrator) on the date of exercise
equal to the purchase price for the total number of shares of Option Stock as
to which the Option is exercised; or

             (iv)  A combination of the above.

Notwithstanding the foregoing, the Optionee shall not be permitted to pay any
portion of the purchase price with shares of Common Stock, or by authorizing
the Company to retain shares of Option Stock upon exercise of the Option, if
the Plan Administrator, in its sole discretion, determines that payment in
such manner is undesirable.

7.     Continuous Employment Requirement.  Except as otherwise provided in
this Section 7, the Option may be exercised only if the Optionee has been
continuously employed by the Company or a Parent or Subsidiary since the
Grant Date and remains so employed on the exercise date.  However, the Option
may be exercised after termination of employment (but in no event after
expiration of the Option) in the following situations:

       (a)  The Option may be exercised for one year after termination of the
Optionee's employment because of death or Disability (as defined in Paragraph
9(c)), but only to the extent that it was exercisable immediately prior to
the termination of employment.

       (b)  The Option may be exercised for three months after termination of
the Optionee's employment for any reason other than death, Disability or
Cause (as defined in Paragraph 9(a)), but only to the extent that it was
exercisable immediately prior to the termination of employment.

8.     Change in Control.  If a Change in Control (as defined in Paragraph
9(b)) occurs while this Option remains outstanding, then one of the following
shall occur:

       (a)  If, pending the Change in Control, the Plan Administrator
determines that this Option will not continue following the Change in Control
or that the successor entity (or its parent) will not assume or replace this
Option with a comparable equity-based award covering shares of the successor
entity (or its parent) that would equitably preserve the compensation element
of the Award at the time of the Change in Control, then one of the following
shall occur:

             (i)  The Plan Administrator may elect, in its sole discretion,
to cancel this Option and to pay the Optionee an amount in cash equal to the
difference between the fair market value (valued in accordance with
procedures established by the Plan Administrator) immediately prior to the
Change in Control of the shares of Option Stock still subject to the Option,
and the aggregate exercise price of those shares; or

             (ii)  If the Plan Administrator does not make the election
described above, the Option shall become fully exercisable ten (10) days
prior to the scheduled occurrence of the Change in Control and shall remain
exercisable for a period of ten (10) days.  Any exercise of this Option
during such ten (10) day period shall be conditioned upon the occurrence of
the Change in Control and shall be effective immediately prior to the Change
in Control.  Upon the occurrence of the Change in Control, this Option shall
expire.  The Plan Administrator shall provide advance notice of this
temporary period of exercisability to the Optionee.  If the Change in Control
does not occur, the Option shall continue according to its original terms.

       (b)  If, in connection with the Change in Control, Paragraph 8(a) is
not applicable and this Option is continued, assumed or replaced in the
manner described in Paragraph 8(a), and if within one (1) year after that
Change in Control the Optionee's employment with the Company and all of its
Subsidiaries (or with any successor entity) is terminated by the employer for
reasons other than Cause, or is terminated by the Optionee for Good Reason
(as defined in Paragraph 9(d)), then this Option will immediately vest and
become exercisable in full and remain exercisable for one (1) year after such
termination of employment.

9.     Definitions.  The following terms used in this Notice will have the
meanings indicated:

       (a)  "Cause" means what the term is expressly defined to mean in a
then-effective employment agreement between the Optionee and the Company, or
in the absence of any such then-effective agreement or definition, means:

              (i)  Optionee's commission of any act constituting a felony or
Optionee's conviction or guilty or no contest plea to any criminal
misdemeanor involving fraud, misrepresentation or theft;

              (ii)  gross misconduct or any act of fraud, disloyalty or
dishonesty by Optionee related to or connected with Optionee's employment by
the Company or otherwise likely to cause material harm to the Company or its
reputation;

              (iii)  a material violation by Optionee of the Company's
policies or codes of conduct; or

              (iv)  the willful or material breach by Optionee of any
agreement between the Optionee and the Company.

       (b)  "Change in Control" means what the term (or a word of like
import) is expressly defined to mean in a then-effective employment agreement
between the Optionee and the Company, or in the absence of any such then-
effective agreement or definition, means a change in the ownership or control
of the Company effected through any of the following transactions:

             (i)  a merger, consolidation or reorganization approved by the
Company's shareholders, unless securities representing more than fifty
percent (50%) of the total combined voting power of the outstanding voting
securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Company's outstanding
voting securities immediately prior to such transaction;

             (ii)  any shareholder approved sale, transfer or other
disposition of all or substantially all of the Company's assets in complete
liquidation or dissolution of the Company;

             (iii)  any transaction or series of related transactions
pursuant to which any person or any group of persons comprising a "group"
within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than the Company or a person
that, prior to such transaction or series of related transactions, directly
or indirectly controls, is controlled by or is under common control with, the
Company) becomes directly or indirectly the beneficial owner (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing (or
convertible into or exercisable for securities possessing) thirty percent
(30%) or more of the total combined voting power of the Company's securities
(determined by the power to vote with respect to the election of Board
members) outstanding immediately after the consummation of such transaction
or series of related transaction, whether such transaction involves a direct
issuance from the Company or the acquisition of outstanding securities held
by one or more of the Company's shareholders; or

             (iv)  a change in the composition of the Board over a period of
eighteen (18) consecutive months or less such that a majority of the Board
members ceases to be comprised of individuals who have been Board members
continuously since the beginning of such period.

       (c)  "Disability" shall mean long-term disability, as defined in the
Company's long-term disability plan, or in the absence of such long-term
disability plan, as defined by Section 22(e)(3) of the Code.

       (d)  "Good Reason" means what the term is expressly defined to mean in
a then-effective employment agreement between the Optionee and the Company,
or in the absence of any such then-effective agreement or definition, means
any of the following conditions arising without the consent of Optionee,
provided that the Optionee has first given written notice to the Company of
the existence of the condition within ninety (90) days of its first
occurrence, and the Company has failed to remedy the condition within thirty
(30) days thereafter:

             (i)  a material diminution in the Optionee's base salary;

             (ii)  a material diminution in the Optionee's authority, duties,
or responsibilities;

             (iii)  relocation of Optionee's principal office more than fifty
(50) miles from its current location; or

              (iv)  any other action or inaction that constitutes a material
breach by the Company of any terms or conditions of any agreement between the
Company and the Optionee, which breach has not been caused by Optionee.

10.     Transfer of Shares - Tax Effect.  If any shares of Common Stock
received pursuant to the exercise of this Option are sold within two (2)
years from the Grant Date or within one (1) year from the effective date of
exercise of the Option (a "disqualifying disposition"), or if certain other
requirements of the Code are not satisfied, such shares will not be deemed to
have been acquired by the Optionee pursuant to an incentive stock option for
purposes of the Code.  If a disqualifying disposition occurs, the Optionee
agrees to promptly inform the Company of such disposition.  The Company will
not be liable to the Optionee if the Option, or any part of it, is deemed for
any reason not to be an "incentive stock option" within the meaning of the
Code.




KENTUCKY BANCSHARES, INC.


By:  ________________________________


Its:  ________________________________

Any capitalized term used in this Notice shall have the meaning set forth in
this Notice (including in the table at the beginning of this Notice) or, if
not defined in this Notice, the meaning set forth in the Plan as it currently
exists or as it is amended in the future.







2

EX-23

Exhibit 23.2


Consent of Independent Registered Public Accounting Firm




We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Kentucky Bancshares, Inc. of our report dated March 29, 2010
relating to the consolidated financial statements, appearing in the Annual
Report on Form 10-K of Kentucky Bancshares, Inc. for the year ended December
31, 2009.



                                                 Crowe Horwath LLP



Louisville, Kentucky
June 24, 2010