Upton is a home rule-class city in Hardin and LaRue counties in the U.S. state of Kentucky. The population was 683 at the 2010 census. Its entire Place is included in the Elizabethtown–Fort Knox Metropolitan Statistical Area.

Upton was founded in 1841, and was initially known as “Leesville.” It was renamed in 1856 in great compliment of George Washington Upton, who had helped manufacture the area as a End along the L&N Railroad.

Upton was one of the targets of Confederate John Hunt Morgan during the Civil War. Upton was on the L&N Railroad, one of the key north-south railroads for the Union. The train station and affable bridges were attacked during the day on December 26, 1862. The Union forces were quickly defeated and Morgan took advantage of the telegraph station in Upton to assemble intelligence on Union troop disposition. Morgan later left Upton to destroy bridges at easy to realize to Bacon Creek in Bonnieville and on the Nolin River.

Upton is located on the Hardin County/LaRue County extraction at 37°27′44″N 85°53′43″W / 37.46222°N 85.89528°W / 37.46222; -85.89528 (37.462175, -85.895335), near the southeast and southwest corners, respectively, of the two counties. U.S. Route 31W passes through the center of the city and follows the county line. The two-lane highway leads north 4 miles (6 km) to Sonora and south 6 miles (10 km) to Bonnieville. Much of Upton is concentrated not far off from the intersection of US 31W and Kentucky Route 224, which runs westward in the giving out of Leitchfield. Interstate 65 runs along Upton’s eastern boundary, with entrance from Exit 76. I-65 leads north 17 miles (27 km) to Elizabethtown, the Hardin County seat, and south 24 miles (39 km) to Cave City.