Upton is a home rule-class city in Hardin and LaRue counties in the U.S. state of Kentucky.

It was renamed in 1856 in honor of George Washington Upton, who had helped develop the area as a stop along the L&N Railroad.

[3] Upton was one of the targets of Confederate John Hunt Morgan during the Civil War.

Morgan then left Upton to destroy bridges at nearby Bacon Creek in Bonnieville and on the Nolin River.

Much of Upton is concentrated around the intersection of US 31W and Kentucky Route 224, which runs westward in the direction of Leitchfield.

Interstate 65 runs along Upton's eastern boundary, with access from Exit 76.