EXHIBIT 3.1

                            ARTICLES OF INCORPORATION

                                       OF

                          FIRST SECURITY BANCORP, INC.

  The  undersigned,  acting  as the  incorporator  of a  corporation  under  the
  Kentucky   Business   Corporation  Act,  adopts  the  following   Articles  of
  Incorporation for such Corporation:

                                    ARTICLE I

  The name of the corporation shall be First Security Bancorp, Inc.

                                   ARTICLE II

  The purpose for which the  Corporation is formed is the transaction of any and
  all lawful  business  for which  corporations  may be  incorporated  under the
  Kentucky Business Corporation Act.

                                   ARTICLE III

   The aggregate  number of shares of capital stock which the Corporation  shall
   have authority to issue is Five Million  (5,000,000)  shares of common stock,
   all of which are to be without par value.

   All shares of common stock shall have full and unlimited voting power,  shall
   be  entitled  to one vote per share and shall be  without  distinction  as to
   powers,  preferences and rights.  No holder of shares of the capital stock of
   the Corporation shall have any preemptive or preferential  right to subscribe
   for,  purchase or receive any additional  capital stock which the Corporation
   may issue in the future.

                                   ARTICLE IV

   The street address of the initial  registered office of the Corporation shall
   be 400 East  Main  Street,  Lexington,  Kentucky  40507,  and the name of the
   initial registered agent at such address shall be Julian E. Beard.

                                    ARTICLE V

   The mailing address of the principal  office of the Corporation  shall be 400
   East Main Street, Lexington, Kentucky 40507.



                                   ARTICLE VI

 The name and mailing address of the  incorporator of the Corporation are Julian
E. Beard, 400 East Main Street, Lexington, Kentucky 40507.

                                   ARTICLE VII

 All  corporate  powers shall be exercised by or under the authority of, and the
business and affairs of the  Corporation  managed  under the  direction  of, its
board of directors.  The number of directors shall be fixed by resolution of the
board of directors from time to time,  subject to the application  provisions of
the Act and the Corporation's  bylaws. The directors shall be divided into three
classes with each class being as nearly equal in number as possible. The term of
office of the first class of directors shall be one (1) year and shall expire at
the first annual meeting of the  shareholders of the Corporation (or until their
successors are elected and qualified); the term of the second class of directors
shall be two (2)  years  and  shall  expire  at the  second  annual  meeting  of
shareholders  of the  Corporation  (or until  their  successors  are elected and
qualified);  and the term of the  third  class of  directors  shall be three (3)
years and shall expire at the third annual  meeting of the  shareholders  of the
Corporation (or until their successors are elected and qualified).

 Beginning with the first annual meeting of shareholders of the Corporation, the
term of office for each class of directors elected or re-elected to the board of
directors  shall be three (3) years  and  shall  expire at the third  succeeding
annual  meeting   following  their  election  or  re-election  (or  until  their
successors are elected and qualified).

                                  ARTICLE VIII

 The liability of each and all of the directors of the Corporation  shall be and
is hereby limited to the greatest extent permitted by law and no director of the
Corporation  shall be liable to the Corporation or its shareholders for monetary
damages  for  breach of such  director's  duties as a  director  except  for the
following   (which   exceptions  shall  be  construed  as  narrowly  as  legally
permissible):

 (1)     for any transaction in which the director's personal financial interest
 is in conflict with the financial interests of the Corporation or its
 shareholders;

 (2)     for acts or omissions not in good faith or which involve intentional
 misconduct or are known to the director to be a violation of law;

 (3)     for any vote for or assent to an unlawful distribution to shareholders
 as prohibited byss.271B.8-330 of the Kentucky Revised Statutes; or

 (4)     for any transaction from which the director derives an improper
 personal benefit.

 IN WITNESS WHEREOF,  the incorporator has hereunto  subscribed his name on this
 the 11th day of February, 2000.

                                            /s/ Julian E. Beard

                                            -----------------------------
                                            JULIAN E. BEARD,
                                            Incorporator