8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


_________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  January 30, 2015



                       KENTUCKY BANCSHARES, INC.
          (Exact Name of Registrant as specified in Charter)


   Kentucky                  000-52598              61-0993464
 (State or other            (Commission            (IRS Employer
  jurisdiction of           File Number)        Identification No.)
  incorporation)


P.O. Box 157, Paris, Kentucky                          40362-0157
(Address of principal executive offices)               (Zip code)


(859)987-1795
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

(X)  Written communications pursuant to Rule 425 under the Securities
Act (17CFR230.425)

( )  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

( )  Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

( )  Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT

  Item 2.02. Results of Operations and Financial Condition

       The Registrant expects to mail to its shareholders the
Registrant's quarterly financial information for the fourth quarter of
2014 on or about February 6, 2015.  A copy of this mailing is attached
as Exhibit 99.1.

       The information in this Form 8-K and Exhibit 99.1 attached hereto
shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set
forth by specific reference.

  Item 9.01.  Financial Statements and Exhibits

Exhibit 99.1 - Release dated January 30, 2015 of quarterly financial
information as of December 31, 2014.

Forward-Looking Statements

       Except for historical information contained herein, the
discussion in this Report may include certain forward looking
statements based upon management expectations.  Actual results and
experience could differ materially from the anticipated results or
other expectations expressed in the forward-looking statements.
Factors which could cause future results to differ from these
expectations include the following:  change in economic conditions in
the markets we serve; changes in laws or regulatory enforcement;
monetary and fiscal policies of the federal government; changes in
interest rates; demand for financial services; the impact of our
continuing growth strategy; and other factors, including various risk
factors set forth in our most recent annual report on Form 10-K and in
other reports we file from time to time with the Securities and
Exchange Commission.  Our annual report on Form 10-K and these other
reports are available publicly on the SEC website, www.sec.gov, and on
the Company's website, www.kybank.com.


SIGNATURE

       Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                            KENTUCKY BANCSHARES, INC.



Date: January 30, 2015               By      /s/ Gregory J. Dawson___
                                                    Gregory J. Dawson
                                                    Chief Financial Officer

EX-99

Exhibit 99.1

January 30, 2015
Earnings Report
December 31, 2014

Dear Shareholders:

We are pleased to announce a record year for Kentucky Bancshares, Inc.,
as both total assets and net income reached record highs.  Total assets
were $855.2 million as of December 31, 2014 compared to $770.6 million as
of December 31, 2013 reflecting a growth rate of 11.0%. Year to date net
income was $7.1 million for the period ended December 31, 2014 compared
to $5.8 million for December 31, 2013 reflecting an increase of 21.5%.
These increases are fundamentally due to increased growth through deeper
mature-market penetration and new-market expansion in Fayette and Madison
Counties.

Year to date diluted earnings per share increased 20.9% to $2.60 from
$2.15 during the same period last year.  The increase in year to date
earnings is largely attributable to higher net interest income due to
interest earning asset growth and lower provision expense due to
continued improving loan quality.  Quarter to date diluted earnings per
share increased 74.3% to $0.61 from $0.35 during the same period last
year.  The increase in quarterly earnings is primarily due to higher net
interest income, lower income tax relative to the same period last year,
and the pension accrual in 2013.

The overall increase in total assets was driven by a 14.9% increase in
total loans, which was funded by a 6.1% increase in deposits and a 55.2%
increase in other borrowed funds. Similar to 2013, borrowings increased
in an effort to strategically lock in longer term funding at fixed rates
for anticipated growth and to minimize rate sensitivity in anticipation
of an increasing rate environment.

Consistent with our strategic objective to build and reaffirm a strong
foundation for future growth, we were excited to announce on January 21,
2015 the signing of a definitive agreement pursuant to which Kentucky
Bancshares, Inc. will acquire Madison Financial Corporation, the parent
company of Madison Bank, in an all-stock merger.  This transaction will
expand our existing footprint in Madison County and is anticipated to add
approximately $120 million in total assets to our balance sheet.  Madison
Bank has great strengths in its customers and employees, and we look
forward to the anticipated business combination in the second or third
quarter of 2015.  The completion of the transaction is subject to
customary closing conditions, including the receipt of required
regulatory approvals and the approval of Madison Financial Corporation
shareholders.

While the addition of new branches will increase expenses in the short
term, we believe these expansions to be key components for future growth,
profitability, and company value.  Our view should always be a long term
one and we will continue to consider opportunities for further franchise
expansion, which advance our growth objectives while maintaining our
ability to provide Premier Customer Service.  We will continue to do
everything possible to accomplish what is in the long term best interest
of our shareholders, customers, and employees.

As always, we appreciate your support.


/s/Louis Prichard
Louis Prichard
President, CEO

Additional Information for Shareholders because of Possible Business
Combination

This communication does not constitute a solicitation of any vote or
approval or offer to sell securities.  Kentucky Bancshares intends to
file a registration statement on Form S-4 with the SEC to register the
Company's shares that will be issued to Madison Financial Corporation's
shareholders in connection with the transaction. The registration
statement will include a proxy statement of Madison and a prospectus of
the Company and will be mailed to each of Madison's shareholders when it
is complete and the registration statement on Form S-4 becomes
effective.  WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY
STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE PROPOSED SHARE EXCHANGE AND MERGER. Investors
and security holders may obtain free copies of these documents and other
documents filed with the SEC on the SEC's website at
http://www.sec.gov.  Investors and security holders may also obtain free
copies of the documents filed with the SEC by the Company at the
Company's website at http://www.kybank.com (which website is not
incorporated herein by reference) or by directing a request to Greg
Dawson, PO Box 157, 339 Main Street, Paris, Kentucky 40362.






                                         UNAUDITED


CONSOLIDATED BALANCE SHEET
                                                                                Percentage
                                                12/31/2014      12/31/2013        Change
                                                                        

Assets
  Cash & Due From Banks                        $  16,770,880   $  22,650,487      -26.0%
  Securities                                     248,140,871     230,396,296        7.7
  Trading Assets                                   5,370,177               -        n/a
  Loans Held for Sale                                776,109         223,250      247.6
  Loans                                          538,305,272     468,654,972       14.9
  Reserve for Loan Losses                          6,012,175       5,440,720       10.5
    Net Loans                                    532,293,097     463,214,252       14.9
  Federal Funds Sold                                 398,000         510,000      -22.0
  Other Assets                                    51,459,990      53,584,558       -4.0
     Total Assets                              $ 855,209,124   $ 770,578,843       11.0%

Liabilities & Stockholders' Equity
  Deposits
    Demand                                     $ 176,743,135   $ 152,052,558       16.2%
    Savings & Interest Checking                  294,168,610     276,186,464        6.5
    Certificates of Deposit                      183,957,216     189,161,410       -2.8
      Total Deposits                             654,868,961     617,400,432        6.1
  Repurchase Agreements                           12,457,285      12,867,341       -3.2
  Other Borrowed Funds                           101,001,615      65,063,833       55.2
  Other Liabilities                                8,939,504       7,574,739       18.0
    Total Liabilities                            777,267,365     702,906,345       10.6
  Stockholders' Equity                            77,941,759      67,672,498       15.2
    Total Liabilities & Stockholders' Equity   $ 855,209,124   $ 770,578,843       11.0%






CONSOLIDATED INCOME STATEMENT

                                                 Twelve Months Ending                    Three Months Ending
                                                                   Percentage                             Percentage
                                        12/31/2014    12/31/2013     Change     12/31/2014    12/31/2013    Change
                                                                                        
Interest Income                        $ 29,730,779  $ 28,167,788      5.5%    $ 7,560,234   $ 7,269,586      4.0%
Interest Expense                          3,755,566     3,455,771      8.7         951,089       957,514     -0.7
  Net Interest Income                    25,975,213    24,712,017      5.1       6,609,145     6,312,072      4.7
Loan Loss Provision                         950,000     1,050,000     -9.5         450,000       200,000    125.0
  Net Interest Income After Provision    25,025,213    23,662,017      5.8       6,159,145     6,112,072      0.8
Other Income                             10,157,894    10,221,644     -0.6       2,730,683     2,442,270     11.8
Other Expenses                           27,214,706    27,202,790      0.0       7,020,669     7,846,248    -10.5
  Income Before Taxes                     7,968,401     6,680,871     19.3       1,869,159       708,094    164.0
Income Taxes                                897,683       858,997      4.5         193,703      (252,661)   176.7
  Net Income                           $  7,070,718  $  5,821,874     21.5%    $ 1,675,456   $   960,755     74.4%
Net Change in Unrealized Gain (Loss)
 on Securities                            5,917,187    (9,409,430)   162.9         837,266    (1,878,644)   144.6
  Comprehensive Income (Loss)          $ 12,987,905  $ (3,587,556)   462.0%    $ 2,512,722   $  (917,889)   373.8%

Selected Ratios
  Return on Average Assets                     0.89%         0.80%                    0.83%         0.48%
  Return on Average Equity                     9.50          8.12                     8.58          5.59

  Earnings Per Share                        $  2.60       $  2.15                  $  0.61       $  0.35
  Earnings Per Share - assuming dilution       2.60          2.15                     0.61          0.35
  Cash Dividends Per Share                     1.00          0.96                     0.25          0.24
  Book Value Per Share                        28.65         24.90


  Market Price                         High        Low         Close
    Fourth Quarter '14                $28.85      $27.15      $27.35
    Third Quarter '14                  28.85       26.10       28.85