EX-99.1

Exhibit 99.1 to form N-SAR for Hilliard-Lyons Government Fund, Inc., for fiscal
year September 1, 2001 to August 31, 2002.

Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
within 90 days of the filing date of this report and such officers have found
such disclosure controls and procedures to be effective.

There were no significant changes in the company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective action with regard to significant
deficiencies and material weaknesses.

I, Joseph C. Curry, Jr., certify that:

1.   I have reviewed this report on Form N-SAR of Hilliard-Lyons Government
     Fund, Inc.:

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial information included in this report,
     and the financial statements on which the financial information is based,
     fairly present in all material respects the financial condition, results of
     operations, changes in net assets, and cash flows (if the financial
     statements are required to include a statement of cash flows) of the
     registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in rule 30a-2( c ) under the Investment Company Act) for the registrant and
     have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others within those entities, particularly during the period in which
          this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this report (the "Evaluation Date"); and

     c)   presented in this report our conclusions about the effectiveness of
          the disclosure controls and procedures based on our evaluation as of
          the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize, and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: 10/30/02                              /s/ Joseph C. Curry, Jr.
      ----------------------------          -----------------------------------
                                            Joseph C. Curry, Jr.
                                            President



Exhibit 99.1 to form N-SAR for Hilliard-Lyons Government Fund, Inc., for fiscal
year September 1, 2001 to August 31, 2002.

Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
within 90 days of the filing date of this report and such officers have found
such disclosure controls and procedures to be effective.

There were no significant changes in the company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective action with regard to significant
deficiencies and material weaknesses.

I, Dianna P. Wengler, certify that:

1.   I have reviewed this report on Form N-SAR of Hilliard-Lyons Government
     Fund, Inc.:

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial information included in this report,
     and the financial statements on which the financial information is based,
     fairly present in all material respects the financial condition, results of
     operations, changes in net assets, and cash flows (if the financial
     statements are required to include a statement of cash flows) of the
     registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in rule 30a-2( c ) under the Investment Company Act) for the registrant and
     have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us by
          others within those entities, particularly during the period in which
          this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this report (the "Evaluation Date"); and

     c)   presented in this report our conclusions about the effectiveness of
          the disclosure controls and procedures based on our evaluation as of
          the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize, and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: 10/30/02                              /s/ Dianna P. Wengler
      ----------------------------          -----------------------------------
                                            Dianna P. Wengler
                                            Treasurer

EX-99.77B ACCT LTTR

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of Hilliard-Lyons Government Fund,
Inc.

In planning and performing our audit of the financial statements of
Hilliard-Lyons Government Fund, Inc. (the "Fund") for the year ended August 31,
2002 (on which we have issued our report dated September 27, 2002), we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, and not to provide assurance on the Fund's internal
control.

The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with accounting principles generally accepted
in the United States of America. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of internal control to future periods are subject to the risk that
the internal control may become inadequate because of changes in conditions or
that the degree of compliance with policies or procedures may deteriorate.

Our consideration of the Fund's internal control would not necessarily disclose
all matters in the internal control that might be material weaknesses under
standards established by the American Institute of Certified Public Accountants.
A material weakness is a condition in which the design or operation of one or
more of the internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in amounts that would
be material in relation to the financial statements being audited may occur and
not be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving the
Fund's internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
August 31, 2002.

This report is intended solely for the information and use of management, the
Board of Directors and Shareholders of Hilliard-Lyons Government Fund, Inc., and
the Securities and Exchange Commission and is not intended to be and should not
be used by anyone other than these specified parties.


/s/ Deloitte & Touche LLP

September 27, 2002