<PAGE>
<PAGE>
                                Registration No. 333-___________
      As filed with the Securities and Exchange Commission
                         on July 18, 2000
================================================================

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
          ----------------------------------------
                          FORM S-8
                REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT OF 1933
          ----------------------------------------

               KENTUCKY NATIONAL BANCORP, INC.
     ------------------------------------------------------
     (Exact Name of Registrant as Specified in Its Charter)

           INDIANA                          61-1345603
----------------------------          -----------------------
(State or Other Jurisdiction of         (I.R.S. Employer
Incorporation or Organization)          Identification No.)

                   1000 NORTH DIXIE AVENUE
               ELIZABETHTOWN, KENTUCKY  42701
          ----------------------------------------
          (Address of Principal Executive Offices)

  KENTUCKY NATIONAL BANCORP, INC. DIRECTOR FEE DEFERRAL PLAN
   KENTUCKY NATIONAL BANCORP, INC. 2000 STOCK OPTION AND
                       INCENTIVE PLAN
 --------------------------------------------------------------
                  (Full Titles of the Plans)

                    RONALD J. PENCE, PRESIDENT
                  KENTUCKY NATIONAL BANCORP, INC.
                    1000 NORTH DIXIE AVENUE
                  ELIZABETHTOWN, KENTUCKY 42701
            ----------------------------------------
             (Name and Address of Agent For Service)

                         (270) 737-6000
              ---------------------------------
              (Telephone Number, Including Area
                Code, of Agent For Service)

                         COPIES TO:
                  JAMES C. STEWART, ESQUIRE
      STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
             1220 19TH STREET N.W., SUITE 700
                  WASHINGTON, D.C.  20036
                       (202) 822-9611
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
===================================================================================
Title Of Securities   Amount     Proposed Maximum   Proposed Maximum     Amount Of
     To Be             To Be      Offering Price   Aggregate Offering  Registration
  Registered       Registered(1)  Per Share (2)           Price            Fee
-----------------------------------------------------------------------------------
<S>                <C>            <C>                <C>                  <C>
Common Stock,
$.01 par value     48,000         $25.00             $1,200,000           $317
===================================================================================
<FN>
(1) Maximum number of shares issuable under the Kentucky National Bancorp,
    Inc. Director Fee Deferral Plan (18,000 shares) and the Kentucky National
    Bancorp, Inc. 2000 Stock Option and Incentive Plan (30,000 shares), as
    such amounts may be increased in accordance with said plans in the event
    of a merger, consolidation, recapitalization or similar event involving
    the Registrant.
(2) Based on the exercise price of options granted under the Kentucky
    National Bancorp, Inc. 2000 Stock Option and Incentive Plan.
</FN>
</TABLE>
<PAGE>
<PAGE>
                        PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration
of 18,000 shares of Common Stock, $0.01 par value per share (the
"Common Stock"), of Kentucky National Bancorp, Inc. (the
"Company") reserved for issuance and delivery under the Kentucky
National Bancorp, Inc. Director Fee Deferral Plan and 30,000
shares of the Common Stock reserved for issuance under the
Kentucky National Bancorp, Inc. 2000 Stock Option and Incentive
Plan (together, the "Plans").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plans in accordance
with Rule 428(b)(1).  In accordance with Note to Part I of Form
S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.

                           PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
    Kentucky National Bancorp, Inc. (the "Company") is subject
to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports and other information concerning the Company filed with
the Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web
site is "http://www.sec.gov".

    The following documents are incorporated by reference in
this Registration Statement:

    (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999 as filed with the Commission
on March 30, 2000 (Commission File No. 333-72371).

    (b)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2000 as filed with the Commission on
May 12, 2000 (Commission File No. 333-72371).

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT
TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON
STOCK SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
    The Company is authorized to issue 5,000,000 shares of the
common stock, $0.01 par value per share (the "Common Stock"),
and 1,000,000 shares of preferred stock, $0.01 par value per
share (the "Serial Preferred Stock").  The Company issued
240,000 shares of Common Stock and no shares of the Serial
Preferred Stock in the Company reorganization.  Each share of
Common Stock has the same relative rights as, and will be
identical in all respects with,

                                1
<PAGE>
<PAGE>
each other share of Common Stock.  THE COMMON STOCK REPRESENTS
NONWITHDRAWABLE CAPITAL AND IS NOT INSURED BY THE FDIC, OR ANY
OTHER GOVERNMENT AGENCY.

COMMON STOCK.

     Voting Rights.  Each share of the Common Stock has the
same relative rights and is identical in all respects with every
other share of the Common Stock.  The holders of the Common
Stock possess exclusive voting rights in the Company, except to
the extent that shares of Serial Preferred Stock issued in the
future may have voting rights, if any.  Each holder of the
Common Stock is entitled to only one vote for each share held of
record on all matters submitted to a vote of holders of the
Common Stock and is not permitted to cumulate their votes in
elections of the Company's directors.  The voting rights
of shares beneficially owned by any person in excess of 10% of
shares outstanding will be limited to 1/100th of a vote unless
the acquisition has previously been approved by the Continuing
Directors (as defined below).

     Liquidation.  In the unlikely event of the complete
liquidation or dissolution of the Company, the holders of the
Common Stock will be entitled to receive all assets of the
Company available for distribution in cash or in kind, after
payment or provision for payment of (i) all debts and
liabilities of the Company; (ii) any accrued dividend claims;
and (iii) liquidation preferences of any Serial Preferred Stock
which may be issued in the future.

     Dividends.  From time to time, dividends may be declared
and paid to the holders of the Common Stock, who will share
equally in any such dividends.

     Restrictions on Acquisition of the Common Stock.  See
"Certain Anti-Takeover Provisions" for a discussion of the
limitations on acquisition of shares of the Common Stock.

     Other Characteristics.  Holders of the Common Stock will
not have preemptive rights with respect to any additional shares
of capital stock which may be issued.  Therefore, the board of
directors may sell shares of capital stock of the Company
without first offering such shares to existing shareholder.  The
Common Stock is not subject to call for redemption, and the
outstanding shares of Common Stock when issued and upon receipt
by the Company of the full purchase price therefor will be fully
paid and non-assessable.

     Registrar and Transfer Agent.  Illinois Stock Transfer
Company acts as Registrar and Transfer Agent for the Common
Stock.

SERIAL PREFERRED STOCK.

    None of the 1,000,000 authorized shares of Serial Preferred
Stock of the Company have been issued.  The Board of Directors
is authorized to issue Serial Preferred Stock and to fix and
state voting powers, designations, preferences or other special
rights of such shares and the qualifications, limitations and
restrictions thereof, subject to regulatory approval but without
shareholder approval.  If and when issued, the Serial Preferred
Stock is likely to rank prior to the Common Stock as to dividend
rights, liquidation preferences, or both, and may have full or
limited voting rights.  The Board of Directors, without
shareholder approval, can issue Serial Preferred Stock with
voting and conversion rights which could adversely affect the
voting power of the holders of the Common Stock.

CERTAIN ANTI-TAKEOVER PROVISIONS.

    The following discussion is a general summary of the
provisions of the Articles of Incorporation and Bylaws of the
Company and certain other provisions of the Indiana Business
Corporation Law ("IBCL") which may be deemed to have an anti-
takeover effect.  The description of these provisions is
necessarily general and shareholders should refer, in each case,
to the Articles of Incorporation and Bylaws of the Company.

                                2
<PAGE>
<PAGE>
PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION AND BYLAWS

     Restriction on Acquisition of Common Stock; Limitations on
Voting Rights.  The Articles of Incorporation of the  Company
provide that no person may directly or indirectly, acquire or
offer to acquire beneficial ownership of more than 10% of any
class of equity security outstanding of the Company (the
"Limit"), unless the "continuing" Board of Directors has first
approved by a two-thirds vote the offer or acquisition.  Should
any party acquire the beneficial ownership of shares in excess
of 10%, the record holders of such shares would be entitled to
cast only one-hundredth (1/100) of a vote for each share
beneficially owned in excess of 10%, and the aggregate voting
power of such holders shall be allocated proportionately among
such record holders.  A person is a beneficial owner of a
security if he has the power to vote or direct the voting of all
or part of the voting rights of the security, or has the power
to dispose of or direct the disposition of the security. The
Articles of Incorporation further provide that this provision
limiting voting rights may only be amended upon the vote of 80%
of the outstanding shares of voting stock.

     Election of Directors.  The Company's Articles of
Incorporation provide that the board of directors of the Company
will be divided into three staggered classes, with directors in
each class elected for three-year terms.  As a result of this
provision, it would take two annual elections to replace a
majority of the Company's board.  The Articles of Incorporation
also provides that any vacancy occurring in the board of
directors, including a vacancy created by an increase in the
number of directors, shall be filled by the board and any
director so chosen shall serve until the annual meeting at which
the other members of his class must stand for election.
Finally, the Bylaws impose certain notice and information
requirements in connection with the nomination by shareholders
of candidates for election to the board of directors or the
proposal by shareholders of business to be acted upon at an
annual meeting of shareholders.

     Removal of Directors.  The Articles of Incorporation
provide that a director may only be removed for cause by the
affirmative vote of at least 80% of the shares of the Company
entitled to vote generally in an election of directors cast at a
meeting of shareholders called for that purpose.

     Restrictions on Call of Special Meeting.  The Articles of
Incorporation of the Company provide that special meetings of
shareholders may be called only pursuant to a resolution adopted
by a majority of the board of directors, or a Committee of the
board.

     Absence of Cumulative Voting.  The Articles of
Incorporation provide that shareholders may not cumulate their
votes in elections of directors.

     Authorized Shares.  The Articles of Incorporation
authorize  the issuance of 5,000,000 shares of Common Stock and
1,000,000 shares of Serial Preferred Stock.  The shares of
Common Stock and Serial Preferred Stock were authorized in an
amount greater than that to be issued in the reorganization to
provide the Company's Board of Directors with as much
flexibility as possible to effect, among other transactions,
financings, acquisitions, stock dividends, stock splits and the
exercise of stock options.  However, these additional authorized
shares may also be used by the Board of Directors consistent
with its fiduciary duty to deter future attempts to gain control
of the Company.  The Board of Directors also has sole
authority to determine the terms of any one or more series of
preferred stock, including voting rights, conversion rates, and
liquidation preferences.  As a result of the ability to fix
voting rights for a series of Serial Preferred Stock, the board
has the power, to the extent consistent with its fiduciary duty,
to issue a series of preferred stock to persons friendly to
management in order to attempt to block a post-tender offer
merger or other transaction by which a third party seeks
control, and thereby assist management to retain its position.

     Procedures for Certain Business Combinations.  The
Articles of Incorporation require the affirmative vote of at
least 80% of the outstanding shares of the Company entitled to
vote in the election of directors in order for the Company to
engage in or enter into certain "Business Combinations," as
defined therein, with any "Related Person" (as defined below) or
any affiliates of the "Related Person," unless the proposed
transaction has been approved in advance by the Company's Board
of Directors, excluding those who were not directors prior to
the time the "Related Person" became the "Related Person."

                            3
<PAGE>
<PAGE>
     The term "Related Person" is defined to include any person
and the affiliates and associates of the person (other than the
Company or its subsidiary) who beneficially owns, directly or
indirectly, 10% or more of the outstanding shares of voting
stock of the Company.  Any amendment to this provision requires
the affirmative vote of at least 80% of the shares of the
Company entitled to vote generally in an election of directors.

     Amendments to Articles of Incorporation and Bylaws.
Amendments to the Company's Articles of Incorporation must be
approved by the Company's Board of Directors and also by a
majority of the outstanding shares of the Company's voting
stock, provided, however, that approval by at least 80% of the
outstanding voting stock is generally required for certain
provisions (i.e., the provisions relating to restrictions on the
acquisition and voting of greater than 10% of the common stock;
number, classification, election and removal of directors;
amendment of Bylaws; call of special shareholder meetings;
limits on director liability; approval of Business Combinations
with interested shareholders; power of indemnification; and
amendments to provisions relating to the foregoing in the
Articles of Incorporation).

     The Bylaws may only be amended by a majority vote of the
board of directors.

INDIANA BUSINESS CORPORATION LAW.

     The IBCL contains a statute designed to provide Indiana
corporations with additional protection against hostile
takeovers.  The takeover statute, which is codified in Chapter
43 of the IBCL, among other things, prohibits the Company from
engaging in certain business combinations (including a merger)
with a person who is the beneficial owner of 10% or more of the
Company's outstanding voting stock (an Interested Shareholder)
during the five-year period following the date such person
became an Interested Shareholder. This restriction does not
apply if (1) before such person became an Interested
Shareholder, the Board of Directors approved the transaction in
which the Interested Shareholder becomes an Interested
Shareholder or approved the business combination; or (2) upon
consummation of the transaction which resulted in the
shareholder's becoming an Interested Shareholder, the Interested
Shareholder owned at least 85% of the voting stock of the
Company outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares
outstanding, those shares owned by (i) persons who are directors
and also officers and (ii) employee stock plans in which
employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or (3) on or subsequent
to such date, the business combination is approved by the Board
of Directors and authorized at an annual or special meeting of
shareholders, and not by written consent, by the affirmative
vote of at least two-thirds of the outstanding voting stock
which is not owned by the Interested Shareholder.  The Company
may exempt itself from the requirements of the statute by
adopting an amendment to its Articles of Incorporation.  At the
present time, the Board of Directors does not intend to propose
any such amendment.

     In addition, the Indiana Control Share Acquisitions
Statute provides that if shares are acquired equal to or greater
than certain thresholds of voting power (that is, 20%, 33-1/3%
and 50% of all voting shares), the shares will not be entitled
to any voting rights unless specifically granted by the adoption
of a resolution by the holders of at least a majority of the
shares entitled to vote.  In addition, in the event a control
share acquisition of a majority of the outstanding shares of
stock is made and voting rights are approved for these shares,
the remaining shareholders will be entitled to have their shares
redeemed at fair value by the corporation.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
     Article XVIII of the Company's Articles of Incorporation
provides for indemnification of the Company's directors and
officers.  In the case of a threatened, pending or completed
action or suit by or in the name of the Company, the Company
shall indemnify a director or officer for amounts actually and
reasonably incurred by him in connection with the defense or
settlement of the action or suit if the director or officer:
(i) is successful on the

                                4
<PAGE>
<PAGE>
merits or otherwise; (ii) acted in good faith in the transaction
which is the subject of the suit or action, and in a manner he
reasonably believed to be in, the best interest of the Company
or (iii) in a criminal proceeding he either had (a) reasonable
cause to believe that his conduct was lawful, or (b) no
reasonable cause to believe his conduct was unlawful.

     Under Indiana law, a corporation may indemnify a director
or officer made a party to a proceeding because such person was
a director or officer of the corporation if:  (i) the
individual's conduct was in good faith; and (ii) the individual
reasonably believed (A) in the case of conduct in the
individual's official capacity with the corporation, that the
individual's conduct was in the corporation's best interests,
and (B) in all other cases, that the individual's conduct was at
least not opposed to the corporation's best interests.  An
Indiana corporation may also indemnify an officer or director in
a criminal proceeding if the individual:  (i) had reasonable
cause to believe that his conduct was lawful; or (ii) had no
reasonable cause to believe that his conduct was unlawful.

     An Indiana corporation must, unless limited by its
articles of incorporation, indemnify any director or officer who
was wholly successful, on the merits or otherwise, in the
defense of a proceeding to which the individual was a party
because the individual was a director or officer of the
corporation, against reasonable expenses incurred by the
director or officer in connection with the proceeding.  Unless
limited by the corporation's articles of incorporation, an
officer or director may apply to the court conducting the
proceeding or another court of competent jurisdiction for
indemnification.  The court may order indemnification if it
determines:  (i) the director or officer is entitled to
mandatory indemnification under Indiana law; or (ii) the officer
or director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such
director or officer met the standard of conduct set forth for
mandatory indemnification under Indiana law.  The Company's
Articles of Incorporation do not contain any limitations on the
ability of the Company to indemnify its directors and officers
under Indiana law.

     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
       Not Applicable.

ITEM 8.  EXHIBITS
------
     The exhibits scheduled to be filed or included as part of
this Registration Statement are as follows:

     5.1    Opinion of Stradley Ronon Stevens & Young, LLP as to
            the validity of the Common Stock being registered

     23.1   Consent of Stradley Ronon Stevens & Young, LLP
            (appears in their opinion filed as Exhibit 5.1)

     23.2   Consent of York, Neel & Co. - Owensboro, LLP

     23.3   Consent of Whelan, Doerr & Company, PSC

     24     Power of Attorney (contained in signature page to
            this registration statement)

     99.1   Kentucky National Bancorp, Inc. Director Fee
            Deferral Plan

     99.2   Kentucky National Bancorp, Inc. 2000 Stock Option
            and Incentive Plan

                             5

<PAGE>
<PAGE>
     99.3   Form of Stock Option Agreement to be entered into
            with Optionees with respect to Incentive Stock
            Options granted under the Kentucky National Bancorp,
            Inc. 2000 Stock Option and Incentive Plan

     99.4   Form of Stock Option Agreement to be entered into
            with Optionees with respect to Non-Incentive Stock
            Options granted under the Kentucky National Bancorp,
            Inc. 2000 Stock Option and Incentive Plan

     99.5   Form of Agreement to be entered into with Optionees
            with respect to Stock Appreciation Rights granted
            under the Kentucky National Bancorp, Inc. 2000 Stock
            Option and Incentive Plan

ITEM 9.  UNDERTAKINGS
------
     The undersigned small business issuer will:

     (1)  File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

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

               (ii) Reflect in the prospectus any facts or
     events which, individually or together, represent a
     fundamental change in the information 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 percent change in the maximum aggregate offering price
     set forth in the "Calculation of Registration Fee" table in
     the effective registration statement;

               (iii)  Include any additional or changed
     material information on to the plan of distribution;
     provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the registration statement is
     on Form S-3 or S-8, and the information required to be
     included in a post-effective amendment is incorporated by
     reference from the  periodic reports filed by the small
     business issuer under the Exchange Act.

     (2)  For determining any liability under the Securities
Act, treat each such post-effective amendment as a new
registration statement relating to the securities offered, and
the offering of the securities at that time to be the initial
bona fide offering thereof.

     (3)  File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.

     (4)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the 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.

     (5)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the registrant in the

                             6

<PAGE>
<PAGE>
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 small
business issuer 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 of 1933 and will be governed by the final
adjudication of such issue.

                          7
<PAGE>
<PAGE>
                      SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, as amended, 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
Elizabethtown, Commonwealth of Kentucky, on July 14, 2000.

                            KENTUCKY NATIONAL BANCORP, INC.


                            By:/s/ Ronald J. Pence
                               ------------------------------
                               Ronald J. Pence
                               President
                               (Duly Authorized Representative)

                        POWER OF ATTORNEY

    We, the undersigned Directors of Kentucky National
Bancorp, Inc., hereby severally constitute and appoint Ronald J.
Pence, who may act, with full power of substitution, our true
and lawful attorney and agent, to do any and all things in our
names in the capacities indicated below which said Ronald J.
Pence, who may act, may deem necessary or advisable to enable
Kentucky National Bancorp, Inc. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the registration of Kentucky National Bancorp,
Inc.  common stock, including specifically, but not limited to,
power and authority to sign for us in our names in the
capacities indicated below, the registration statement and any
and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Ronald
J. Pence, shall do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>

     Signatures                      Title                     Date
     ----------                      -----                     ----
     <S>                             <C>                       <C>

/s/ Lawrence P. Calvert     Chief Executive Officer         July 14, 2000
--------------------------   & Director (Principal
Lawrence P. Calvert           Executive Officer)

/s/ Ronald J. Pence           President & Director          July 14, 2000
--------------------------   (Principal Financial &
Ronald J. Pence               Accounting Officer)

/s/ Robert E. Robbins, M.D.  Chairman of the Board          July 14, 2000
--------------------------
Robert E. Robbins, M.D.

/s/ Kevin D. Addington             Director                 July 14, 2000
--------------------------
Kevin D. Addington

/s/ Henry Lee Chitwood             Director                 July 14, 2000
--------------------------
Henry Lee Chitwood

<PAGE>
<PAGE>
/s/ Lois Watkins Gray              Director                 July 14, 2000
--------------------------
Lois Watkins Gray

/s/ William R. Hawkins             Director                 July 14, 2000
--------------------------
William R. Hawkins

/s/ Christopher G. Knight, M.D.    Director                 July 14, 2000
------------------------------
Christopher G. Knight, M.D.

/s/ Leonard Allen McNutt           Director                 July 14, 2000
--------------------------
Leonard Allen McNutt
</TABLE>

<PAGE>
<PAGE>
                   INDEX TO EXHIBITS



Exhibit       Description
-------       -------------
5.1           Opinion of Stradley Ronon Stevens & Young, LLP as
              to the validity of the Common Stock being
              registered

23.1          Consent of Stradley Ronon Stevens & Young, LLP
              (appears in their opinion filed as Exhibit
              5.1)

23.2          Consent of York, Neel & Co. - Owensboro, LLP

23.3          Consent of Whelan, Doerr & Company, PSC

24            Power of Attorney (contained in signature page to
              this registration statement)

99.1          Kentucky National Bancorp, Inc. Director Fee
              Deferral Plan

99.2          Kentucky National Bancorp, Inc. 2000 Stock Option
              and Incentive Plan

99.3          Form of Stock Option Agreement to be entered into
              with Optionees with respect to Incentive Stock
              Options granted under the Kentucky National
              Bancorp, Inc. 2000 Stock Option and Incentive Plan

99.4          Form of Stock Option Agreement to be entered into
              with Optionees with respect to Non-Incentive Stock
              Options granted under the Kentucky National
              Bancorp, Inc. 2000 Stock Option and Incentive Plan

99.5          Form of Agreement to be entered into with
              Optionees with respect to Stock Appreciation
              Rights granted under the Kentucky National
              Bancorp, Inc. 2000 Stock Option and Incentive Plan
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 33354}]
{"company-data": {"conformed-name": "KENTUCKY NATIONAL BANCORP INC", "cik": "0001078860", "assigned-sic": "6021", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41676", "film-number": "674847"}, "business-address": {"street1": "1000 NORTH DIXIE AVENUE", "city": "ELIZABETHTOWN", "state": "KY", "zip": "42701", "phone": "5027376000"}, "mail-address": {"street1": "1000 NORHT DIXIE AVENUE", "city": "ELIZABETHTOWN", "state": "KY", "zip": "42701"}}
Registration No. 333-___________
      As filed with the Securities and Exchange Commission
                         on July 18, 2000
================================================================

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
          ----------------------------------------
                          FORM S-8
                REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT OF 1933
          ----------------------------------------

               KENTUCKY NATIONAL BANCORP, INC.
     ------------------------------------------------------
     (Exact Name of Registrant as Specified in Its Charter)

           INDIANA                          61-1345603
----------------------------          -----------------------
(State or Other Jurisdiction of         (I.R.S. Employer
Incorporation or Organization)          Identification No.)

                   1000 NORTH DIXIE AVENUE
               ELIZABETHTOWN, KENTUCKY  42701
          ----------------------------------------
          (Address of Principal Executive Offices)

  KENTUCKY NATIONAL BANCORP, INC. DIRECTOR FEE DEFERRAL PLAN
   KENTUCKY NATIONAL BANCORP, INC. 2000 STOCK OPTION AND
                       INCENTIVE PLAN
 --------------------------------------------------------------
                  (Full Titles of the Plans)

                    RONALD J. PENCE, PRESIDENT
                  KENTUCKY NATIONAL BANCORP, INC.
                    1000 NORTH DIXIE AVENUE
                  ELIZABETHTOWN, KENTUCKY 42701
            ----------------------------------------
             (Name and Address of Agent For Service)

                         (270) 737-6000
              ---------------------------------
              (Telephone Number, Including Area
                Code, of Agent For Service)

                         COPIES TO:
                  JAMES C. STEWART, ESQUIRE
      STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
             1220 19TH STREET N.W., SUITE 700
                  WASHINGTON, D.C.  20036
                       (202) 822-9611
CALCULATION OF REGISTRATION FEE
===================================================================================
Title Of Securities   Amount     Proposed Maximum   Proposed Maximum     Amount Of
     To Be             To Be      Offering Price   Aggregate Offering  Registration
  Registered       Registered(1)  Per Share (2)           Price            Fee
-----------------------------------------------------------------------------------
Common Stock,
$.01 par value     48,000         $25.00             $1,200,000           $317
===================================================================================
(1) Maximum number of shares issuable under the Kentucky National Bancorp,
    Inc. Director Fee Deferral Plan (18,000 shares) and the Kentucky National
    Bancorp, Inc. 2000 Stock Option and Incentive Plan (30,000 shares), as
    such amounts may be increased in accordance with said plans in the event
    of a merger, consolidation, recapitalization or similar event involving
    the Registrant.
(2) Based on the exercise price of options granted under the Kentucky
    National Bancorp, Inc. 2000 Stock Option and Incentive Plan.
PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration
of 18,000 shares of Common Stock, $0.01 par value per share (the
"Common Stock"), of Kentucky National Bancorp, Inc. (the
"Company") reserved for issuance and delivery under the Kentucky
National Bancorp, Inc. Director Fee Deferral Plan and 30,000
shares of the Common Stock reserved for issuance under the
Kentucky National Bancorp, Inc. 2000 Stock Option and Incentive
Plan (together, the "Plans").  Documents containing the
information required by Part I of this Registration Statement
will be sent or given to participants in the Plans in accordance
with Rule 428(b)(1).  In accordance with Note to Part I of Form
S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.

                           PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
    Kentucky National Bancorp, Inc. (the "Company") is subject
to the informational requirements of the Securities Exchange Act
of 1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports and other information concerning the Company filed with
the Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web
site is "http://www.sec.gov".

    The following documents are incorporated by reference in
this Registration Statement:

    (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1999 as filed with the Commission
on March 30, 2000 (Commission File No. 333-72371).

    (b)  The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 2000 as filed with the Commission on
May 12, 2000 (Commission File No. 333-72371).

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT
TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON
STOCK SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
    The Company is authorized to issue 5,000,000 shares of the
common stock, $0.01 par value per share (the "Common Stock"),
and 1,000,000 shares of preferred stock, $0.01 par value per
share (the "Serial Preferred Stock").  The Company issued
240,000 shares of Common Stock and no shares of the Serial
Preferred Stock in the Company reorganization.  Each share of
Common Stock has the same relative rights as, and will be
identical in all respects with,

                                1
each other share of Common Stock.  THE COMMON STOCK REPRESENTS
NONWITHDRAWABLE CAPITAL AND IS NOT INSURED BY THE FDIC, OR ANY
OTHER GOVERNMENT AGENCY.

COMMON STOCK.

     Voting Rights.  Each share of the Common Stock has the
same relative rights and is identical in all respects with every
other share of the Common Stock.  The holders of the Common
Stock possess exclusive voting rights in the Company, except to
the extent that shares of Serial Preferred Stock issued in the
future may have voting rights, if any.  Each holder of the
Common Stock is entitled to only one vote for each share held of
record on all matters submitted to a vote of holders of the
Common Stock and is not permitted to cumulate their votes in
elections of the Company's directors.  The voting rights
of shares beneficially owned by any person in excess of 10% of
shares outstanding will be limited to 1/100th of a vote unless
the acquisition has previously been approved by the Continuing
Directors (as defined below).

     Liquidation.  In the unlikely event of the complete
liquidation or dissolution of the Company, the holders of the
Common Stock will be entitled to receive all assets of the
Company available for distribution in cash or in kind, after
payment or provision for payment of (i) all debts and
liabilities of the Company; (ii) any accrued dividend claims;
and (iii) liquidation preferences of any Serial Preferred Stock
which may be issued in the future.

     Dividends.  From time to time, dividends may be declared
and paid to the holders of the Common Stock, who will share
equally in any such dividends.

     Restrictions on Acquisition of the Common Stock.  See
"Certain Anti-Takeover Provisions" for a discussion of the
limitations on acquisition of shares of the Common Stock.

     Other Characteristics.  Holders of the Common Stock will
not have preemptive rights with respect to any additional shares
of capital stock which may be issued.  Therefore, the board of
directors may sell shares of capital stock of the Company
without first offering such shares to existing shareholder.  The
Common Stock is not subject to call for redemption, and the
outstanding shares of Common Stock when issued and upon receipt
by the Company of the full purchase price therefor will be fully
paid and non-assessable.

     Registrar and Transfer Agent.  Illinois Stock Transfer
Company acts as Registrar and Transfer Agent for the Common
Stock.

SERIAL PREFERRED STOCK.

    None of the 1,000,000 authorized shares of Serial Preferred
Stock of the Company have been issued.  The Board of Directors
is authorized to issue Serial Preferred Stock and to fix and
state voting powers, designations, preferences or other special
rights of such shares and the qualifications, limitations and
restrictions thereof, subject to regulatory approval but without
shareholder approval.  If and when issued, the Serial Preferred
Stock is likely to rank prior to the Common Stock as to dividend
rights, liquidation preferences, or both, and may have full or
limited voting rights.  The Board of Directors, without
shareholder approval, can issue Serial Preferred Stock with
voting and conversion rights which could adversely affect the
voting power of the holders of the Common Stock.

CERTAIN ANTI-TAKEOVER PROVISIONS.

    The following discussion is a general summary of the
provisions of the Articles of Incorporation and Bylaws of the
Company and certain other provisions of the Indiana Business
Corporation Law ("IBCL") which may be deemed to have an anti-
takeover effect.  The description of these provisions is
necessarily general and shareholders should refer, in each case,
to the Articles of Incorporation and Bylaws of the Company.

                                2
PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION AND BYLAWS

     Restriction on Acquisition of Common Stock; Limitations on
Voting Rights.  The Articles of Incorporation of the  Company
provide that no person may directly or indirectly, acquire or
offer to acquire beneficial ownership of more than 10% of any
class of equity security outstanding of the Company (the
"Limit"), unless the "continuing" Board of Directors has first
approved by a two-thirds vote the offer or acquisition.  Should
any party acquire the beneficial ownership of shares in excess
of 10%, the record holders of such shares would be entitled to
cast only one-hundredth (1/100) of a vote for each share
beneficially owned in excess of 10%, and the aggregate voting
power of such holders shall be allocated proportionately among
such record holders.  A person is a beneficial owner of a
security if he has the power to vote or direct the voting of all
or part of the voting rights of the security, or has the power
to dispose of or direct the disposition of the security. The
Articles of Incorporation further provide that this provision
limiting voting rights may only be amended upon the vote of 80%
of the outstanding shares of voting stock.

     Election of Directors.  The Company's Articles of
Incorporation provide that the board of directors of the Company
will be divided into three staggered classes, with directors in
each class elected for three-year terms.  As a result of this
provision, it would take two annual elections to replace a
majority of the Company's board.  The Articles of Incorporation
also provides that any vacancy occurring in the board of
directors, including a vacancy created by an increase in the
number of directors, shall be filled by the board and any
director so chosen shall serve until the annual meeting at which
the other members of his class must stand for election.
Finally, the Bylaws impose certain notice and information
requirements in connection with the nomination by shareholders
of candidates for election to the board of directors or the
proposal by shareholders of business to be acted upon at an
annual meeting of shareholders.

     Removal of Directors.  The Articles of Incorporation
provide that a director may only be removed for cause by the
affirmative vote of at least 80% of the shares of the Company
entitled to vote generally in an election of directors cast at a
meeting of shareholders called for that purpose.

     Restrictions on Call of Special Meeting.  The Articles of
Incorporation of the Company provide that special meetings of
shareholders may be called only pursuant to a resolution adopted
by a majority of the board of directors, or a Committee of the
board.

     Absence of Cumulative Voting.  The Articles of
Incorporation provide that shareholders may not cumulate their
votes in elections of directors.

     Authorized Shares.  The Articles of Incorporation
authorize  the issuance of 5,000,000 shares of Common Stock and
1,000,000 shares of Serial Preferred Stock.  The shares of
Common Stock and Serial Preferred Stock were authorized in an
amount greater than that to be issued in the reorganization to
provide the Company's Board of Directors with as much
flexibility as possible to effect, among other transactions,
financings, acquisitions, stock dividends, stock splits and the
exercise of stock options.  However, these additional authorized
shares may also be used by the Board of Directors consistent
with its fiduciary duty to deter future attempts to gain control
of the Company.  The Board of Directors also has sole
authority to determine the terms of any one or more series of
preferred stock, including voting rights, conversion rates, and
liquidation preferences.  As a result of the ability to fix
voting rights for a series of Serial Preferred Stock, the board
has the power, to the extent consistent with its fiduciary duty,
to issue a series of preferred stock to persons friendly to
management in order to attempt to block a post-tender offer
merger or other transaction by which a third party seeks
control, and thereby assist management to retain its position.

     Procedures for Certain Business Combinations.  The
Articles of Incorporation require the affirmative vote of at
least 80% of the outstanding shares of the Company entitled to
vote in the election of directors in order for the Company to
engage in or enter into certain "Business Combinations," as
defined therein, with any "Related Person" (as defined below) or
any affiliates of the "Related Person," unless the proposed
transaction has been approved in advance by the Company's Board
of Directors, excluding those who were not directors prior to
the time the "Related Person" became the "Related Person."

                            3
The term "Related Person" is defined to include any person
and the affiliates and associates of the person (other than the
Company or its subsidiary) who beneficially owns, directly or
indirectly, 10% or more of the outstanding shares of voting
stock of the Company.  Any amendment to this provision requires
the affirmative vote of at least 80% of the shares of the
Company entitled to vote generally in an election of directors.

     Amendments to Articles of Incorporation and Bylaws.
Amendments to the Company's Articles of Incorporation must be
approved by the Company's Board of Directors and also by a
majority of the outstanding shares of the Company's voting
stock, provided, however, that approval by at least 80% of the
outstanding voting stock is generally required for certain
provisions (i.e., the provisions relating to restrictions on the
acquisition and voting of greater than 10% of the common stock;
number, classification, election and removal of directors;
amendment of Bylaws; call of special shareholder meetings;
limits on director liability; approval of Business Combinations
with interested shareholders; power of indemnification; and
amendments to provisions relating to the foregoing in the
Articles of Incorporation).

     The Bylaws may only be amended by a majority vote of the
board of directors.

INDIANA BUSINESS CORPORATION LAW.

     The IBCL contains a statute designed to provide Indiana
corporations with additional protection against hostile
takeovers.  The takeover statute, which is codified in Chapter
43 of the IBCL, among other things, prohibits the Company from
engaging in certain business combinations (including a merger)
with a person who is the beneficial owner of 10% or more of the
Company's outstanding voting stock (an Interested Shareholder)
during the five-year period following the date such person
became an Interested Shareholder. This restriction does not
apply if (1) before such person became an Interested
Shareholder, the Board of Directors approved the transaction in
which the Interested Shareholder becomes an Interested
Shareholder or approved the business combination; or (2) upon
consummation of the transaction which resulted in the
shareholder's becoming an Interested Shareholder, the Interested
Shareholder owned at least 85% of the voting stock of the
Company outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares
outstanding, those shares owned by (i) persons who are directors
and also officers and (ii) employee stock plans in which
employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or (3) on or subsequent
to such date, the business combination is approved by the Board
of Directors and authorized at an annual or special meeting of
shareholders, and not by written consent, by the affirmative
vote of at least two-thirds of the outstanding voting stock
which is not owned by the Interested Shareholder.  The Company
may exempt itself from the requirements of the statute by
adopting an amendment to its Articles of Incorporation.  At the
present time, the Board of Directors does not intend to propose
any such amendment.

     In addition, the Indiana Control Share Acquisitions
Statute provides that if shares are acquired equal to or greater
than certain thresholds of voting power (that is, 20%, 33-1/3%
and 50% of all voting shares), the shares will not be entitled
to any voting rights unless specifically granted by the adoption
of a resolution by the holders of at least a majority of the
shares entitled to vote.  In addition, in the event a control
share acquisition of a majority of the outstanding shares of
stock is made and voting rights are approved for these shares,
the remaining shareholders will be entitled to have their shares
redeemed at fair value by the corporation.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
     Article XVIII of the Company's Articles of Incorporation
provides for indemnification of the Company's directors and
officers.  In the case of a threatened, pending or completed
action or suit by or in the name of the Company, the Company
shall indemnify a director or officer for amounts actually and
reasonably incurred by him in connection with the defense or
settlement of the action or suit if the director or officer:
(i) is successful on the

                                4
merits or otherwise; (ii) acted in good faith in the transaction
which is the subject of the suit or action, and in a manner he
reasonably believed to be in, the best interest of the Company
or (iii) in a criminal proceeding he either had (a) reasonable
cause to believe that his conduct was lawful, or (b) no
reasonable cause to believe his conduct was unlawful.

     Under Indiana law, a corporation may indemnify a director
or officer made a party to a proceeding because such person was
a director or officer of the corporation if:  (i) the
individual's conduct was in good faith; and (ii) the individual
reasonably believed (A) in the case of conduct in the
individual's official capacity with the corporation, that the
individual's conduct was in the corporation's best interests,
and (B) in all other cases, that the individual's conduct was at
least not opposed to the corporation's best interests.  An
Indiana corporation may also indemnify an officer or director in
a criminal proceeding if the individual:  (i) had reasonable
cause to believe that his conduct was lawful; or (ii) had no
reasonable cause to believe that his conduct was unlawful.

     An Indiana corporation must, unless limited by its
articles of incorporation, indemnify any director or officer who
was wholly successful, on the merits or otherwise, in the
defense of a proceeding to which the individual was a party
because the individual was a director or officer of the
corporation, against reasonable expenses incurred by the
director or officer in connection with the proceeding.  Unless
limited by the corporation's articles of incorporation, an
officer or director may apply to the court conducting the
proceeding or another court of competent jurisdiction for
indemnification.  The court may order indemnification if it
determines:  (i) the director or officer is entitled to
mandatory indemnification under Indiana law; or (ii) the officer
or director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such
director or officer met the standard of conduct set forth for
mandatory indemnification under Indiana law.  The Company's
Articles of Incorporation do not contain any limitations on the
ability of the Company to indemnify its directors and officers
under Indiana law.

     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
       Not Applicable.

ITEM 8.  EXHIBITS
------
     The exhibits scheduled to be filed or included as part of
this Registration Statement are as follows:

     5.1    Opinion of Stradley Ronon Stevens & Young, LLP as to
            the validity of the Common Stock being registered

     23.1   Consent of Stradley Ronon Stevens & Young, LLP
            (appears in their opinion filed as Exhibit 5.1)

     23.2   Consent of York, Neel & Co. - Owensboro, LLP

     23.3   Consent of Whelan, Doerr & Company, PSC

     24     Power of Attorney (contained in signature page to
            this registration statement)

     99.1   Kentucky National Bancorp, Inc. Director Fee
            Deferral Plan

     99.2   Kentucky National Bancorp, Inc. 2000 Stock Option
            and Incentive Plan

                             5
99.3   Form of Stock Option Agreement to be entered into
            with Optionees with respect to Incentive Stock
            Options granted under the Kentucky National Bancorp,
            Inc. 2000 Stock Option and Incentive Plan

     99.4   Form of Stock Option Agreement to be entered into
            with Optionees with respect to Non-Incentive Stock
            Options granted under the Kentucky National Bancorp,
            Inc. 2000 Stock Option and Incentive Plan

     99.5   Form of Agreement to be entered into with Optionees
            with respect to Stock Appreciation Rights granted
            under the Kentucky National Bancorp, Inc. 2000 Stock
            Option and Incentive Plan

ITEM 9.  UNDERTAKINGS
------
     The undersigned small business issuer will:

     (1)  File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

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

               (ii) Reflect in the prospectus any facts or
     events which, individually or together, represent a
     fundamental change in the information 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 percent change in the maximum aggregate offering price
     set forth in the "Calculation of Registration Fee" table in
     the effective registration statement;

               (iii)  Include any additional or changed
     material information on to the plan of distribution;
     provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the registration statement is
     on Form S-3 or S-8, and the information required to be
     included in a post-effective amendment is incorporated by
     reference from the  periodic reports filed by the small
     business issuer under the Exchange Act.

     (2)  For determining any liability under the Securities
Act, treat each such post-effective amendment as a new
registration statement relating to the securities offered, and
the offering of the securities at that time to be the initial
bona fide offering thereof.

     (3)  File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.

     (4)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the 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.

     (5)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the registrant in the

                             6
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 small
business issuer 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 of 1933 and will be governed by the final
adjudication of such issue.

                          7
SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933, as amended, 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
Elizabethtown, Commonwealth of Kentucky, on July 14, 2000.

                            KENTUCKY NATIONAL BANCORP, INC.

                            By:/s/ Ronald J. Pence
                               ------------------------------
                               Ronald J. Pence
                               President
                               (Duly Authorized Representative)

                        POWER OF ATTORNEY

    We, the undersigned Directors of Kentucky National
Bancorp, Inc., hereby severally constitute and appoint Ronald J.
Pence, who may act, with full power of substitution, our true
and lawful attorney and agent, to do any and all things in our
names in the capacities indicated below which said Ronald J.
Pence, who may act, may deem necessary or advisable to enable
Kentucky National Bancorp, Inc. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the registration of Kentucky National Bancorp,
Inc.  common stock, including specifically, but not limited to,
power and authority to sign for us in our names in the
capacities indicated below, the registration statement and any
and all amendments (including post-effective amendments)
thereto; and we hereby ratify and confirm all that said Ronald
J. Pence, shall do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures                      Title                     Date
     ----------                      -----                     ----
/s/ Lawrence P. Calvert     Chief Executive Officer         July 14, 2000
--------------------------   & Director (Principal
Lawrence P. Calvert           Executive Officer)

/s/ Ronald J. Pence           President & Director          July 14, 2000
--------------------------   (Principal Financial &
Ronald J. Pence               Accounting Officer)

/s/ Robert E. Robbins, M.D.  Chairman of the Board          July 14, 2000
--------------------------
Robert E. Robbins, M.D.

/s/ Kevin D. Addington             Director                 July 14, 2000
--------------------------
Kevin D. Addington

/s/ Henry Lee Chitwood             Director                 July 14, 2000
--------------------------
Henry Lee Chitwood
/s/ Lois Watkins Gray              Director                 July 14, 2000
--------------------------
Lois Watkins Gray

/s/ William R. Hawkins             Director                 July 14, 2000
--------------------------
William R. Hawkins

/s/ Christopher G. Knight, M.D.    Director                 July 14, 2000
------------------------------
Christopher G. Knight, M.D.

/s/ Leonard Allen McNutt           Director                 July 14, 2000
--------------------------
Leonard Allen McNutt
INDEX TO EXHIBITS

Exhibit       Description
-------       -------------
5.1           Opinion of Stradley Ronon Stevens & Young, LLP as
              to the validity of the Common Stock being
              registered

23.1          Consent of Stradley Ronon Stevens & Young, LLP
              (appears in their opinion filed as Exhibit
              5.1)

23.2          Consent of York, Neel & Co. - Owensboro, LLP

23.3          Consent of Whelan, Doerr & Company, PSC

24            Power of Attorney (contained in signature page to
              this registration statement)

99.1          Kentucky National Bancorp, Inc. Director Fee
              Deferral Plan

99.2          Kentucky National Bancorp, Inc. 2000 Stock Option
              and Incentive Plan

99.3          Form of Stock Option Agreement to be entered into
              with Optionees with respect to Incentive Stock
              Options granted under the Kentucky National
              Bancorp, Inc. 2000 Stock Option and Incentive Plan

99.4          Form of Stock Option Agreement to be entered into
              with Optionees with respect to Non-Incentive Stock
              Options granted under the Kentucky National
              Bancorp, Inc. 2000 Stock Option and Incentive Plan

99.5          Form of Agreement to be entered into with
              Optionees with respect to Stock Appreciation
              Rights granted under the Kentucky National
              Bancorp, Inc. 2000 Stock Option and Incentive Plan