__________________________________________________________________________ 
                                 UNITED STATES 
                      SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D. C. 20549

                                   FORM 10-K 

(Mark One) 
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 of 1934, For the Fiscal Year Ended December 31, 1995 
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

Commission File Number Number 0-16839 

                           PEOPLES FIRST CORPORATION 
            (Exact name of registrant as specified in its charter)

          Kentucky                                               61-1023747 
(State or other jurisdiction of                               (I R S Employer 
 incorporation or organization)                             Identification No.) 

100 South Fourth Street 
Paducah, Kentucky                                                     42002-2200
(Address of principal exective offices)                               (Zip Code)

     Registrant's telephone number, including area code: (502) 441-1200 

          Securities Registered Pursuant to Section 12(g) of the Act: 
                         Common Stock, No Par Value 

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X] No [ ] 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of Registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [ ] 

The aggregate market value of the voting stock held by non-affiliates of the 
Registrant as of February 16, 1996: Common stock, no par value - $189,522,000.

The number of shares outstanding of the Registrant's only class of stock as of
February 16, 1996: Common stock, no par value - 9,243,808 shares outstanding.

                    Documents Incorporated by Reference 

Portions of Peoples First Corporation's definitive proxy statement dated 
March 15, 1996 are incorporated into Part III. 
______________________________________________________________________1 










INDEX 
                                                                           Page
_______________________________________________________________________________ 

PART I. 

Item 1.  Business                                                             3
Item 2.  Properties                                                          14
Item 3.  Legal Proceedings                                                   14
Item 4.  Submission of Matters to a Vote of Securities Holders               14

PART II. 

Item 5.  Market for the Registrant's Common Stock and Related 
           Stockholder Matters                                               15
Item 6.  Selected Financial Data                                             16
Item 7.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                               18
Item 8.  Financial Statements and Supplementary Data                         30
Item 9.  Changes in and Disagreements with Accountants on 
           Accounting and Financial Disclosure                               60

PART III. 

Item 10.  Directors and Executive Officers of the Registrant                 61
Item 11.  Executive Compensation                                             62
Item 12.  Security Ownership of Certain Beneficial Owners 
            and Management                                                   62
Item 13.  Certain Relationships and Related Transactions                     62

PART IV. 

Item 14.  Exhibits, Financial Statement Schedules and Reports 
            on Form 8-K                                                      62

          Signatures                                                         64













                                                                              2






PART I 

Item 1.  Business 

Peoples First Corporation (the "Company") is a multi-bank and unitary savings
and loan holding company registered with the Board of Governors of the Federal
Reserve System ("Federal Reserve Board") pursuant to Section 5(a) of the Bank
Holding Company Act of 1956, as amended.  In recent years, the Company has been
one of the ten largest independent financial institutions headquartered in
Kentucky.  The Company conducts a complete range of commercial and personal
banking activities in Western Kentucky through two wholly owned subsidiaries:
The Peoples First National Bank & Trust Company of Paducah ("Peoples Bank") in
McCracken, Marshall, Ballard, Livingston, Calloway and Graves Counties; and,
First Kentucky Federal Savings Bank of Central City in Muhlenberg, Ohio, McLean
and Butler Counties.  Peoples First Corporation's principal executive offices
are located at 100 South Fourth Street, Paducah, Kentucky 42002-2200. 

The Company is a Kentucky Corporation incorporated on March 1, 1983.  The
Company became a bank holding company when it acquired Peoples Bank in 1983.
The Company acquired (and subsequently merged into Peoples Bank during 1994)
First Liberty Bank in 1985, First National Bank of LaCenter in 1987, Salem Bank,
Inc. in 1989, Bank of Murray in 1992 and Liberty Bank and Trust in 1994.  During
1994, the Company consummated the acquisition of First Kentucky Bancorp, Inc.
and First Kentucky Federal Savings Bank (First Kentucky FSB), a wholly-owned
subsidiary of First Kentucky.  The Company acquired all of the outstanding
shares of First Kentucky Bancorp, Inc. in exchange for 1,025,098 shares of
Peoples First Corporation common stock.  First Kentucky FSB's six locations are
immediately east of the market area served by the Company's other subsidiary
bank. 

Dividends from Peoples Bank and First Kentucky FSB (collectively the "banks")
are the principal source of cash flow for the Company.  Legal limitations are
imposed on the amount of dividends that may be paid by the individual banks.
Although the Company may engage in other activities, subject to rules and
regulations of the Federal Reserve Board and Kentucky Department of Financial
Institutions, it is currently expected that the banks will remain the principal
source of operating revenues. 

Peoples Bank, organized in 1926, provides a full range of banking services to
the Western Kentucky region through its main office in Paducah, Kentucky and
twelve full service branch offices, three limited service branch offices and one
business operations office.  Commercial lending services provided to medium-size
and small businesses, real estate mortgage lending and individual consumer
lending services are the primary sources of operating revenues.  Peoples Bank
had total deposits of $896.9 million at December 31, 1995 and is the first or
second largest commercial banking operation in each of the five counties it
operates.  At December 31, 1995, Peoples Bank had 426 full-time equivalent
employees. 

First Kentucky FSB, organized in 1934, provides a broad array of banking
services to the Western Kentucky region through its main office in Central City,
Kentucky and five branch offices.  Residential real estate mortgage lending is

                                                                              3






the primary source of operating income.  First Kentucky FSB had total deposits
of $151.3 million at December 31, 1995 and is largest financial institution
headquartered in their immediate West-Central Kentucky market area.  At December
31, 1995, First Kentucky FSB had 64 full-time equivalent employees. 

Management considers employee relations to be good with all of the bank
employees, none of which are covered by a collective bargining agreement. 

Competition 

The banks actively compete on local and regional levels with other commercial
banks and financial institutions for all types of deposits, loans, trust
accounts and the provision of financial and other services.  With respect to
certain banking services, the banks compete with insurance companies, savings
and loan associations, credit unions and other financial institutions.  Many of
the banks' competitors are not commercial banks or savings and loan
associations.  For example, the banks compete for funds with  money market
mutual funds, brokerage houses, and governmental and private issuers of money
market instruments.  The banks also compete for loans with other financial
institutions and private concerns providing financial services.  These include
finance companies, credit unions, certain governmental agencies and merchants
who extend their own credit selling to consumers and other customers.  Many of
the financial institutions and other interests with which the banks compete
have capital resources substantially in excess of the capital and resources of
the banks. 

Supervision and Regulation

The Registrant is a bank holding company within the meaning of the Bank Holding
Company Act.  As such, it is registered with the Federal Reserve Board (FRB) and
files reports with and is subject to examination by that body. 

Peoples Bank, chartered under the National Bank Act, is subject to the supervi-
sion of and is regularly examined by the Comptroller of the Currency of the
United States.  By law, Peoples Bank is a member of the Federal Reserve System
and insured members of the Bank Insurance Fund of the Federal Deposit Insurance
Corporation (FDIC).  As such, they are subject to regulation by these federal
agencies.  First Kentucky FSB, as a federally chartered savings association, is
subject to the supervision of and is regularly examined by Office of Thrift
Supervision.  They are subject to certain reserve requirements of the FRB and
are insured members of the Savings Association Insurance Fund of the FDIC, and,
as such, are subject to regulation and examined by these federal agencies. 

Governmental Monetary Policies and Economic Growth

The continuing volatile conditions in the national economy and in the money
markets, together with the effects of actions by monetary and fiscal authorities
in recent years, make it exceedingly difficult to predict with any reasonable
accuracy the possible future changes in interest rates and their effect on
deposit levels, loan demand and the business and earnings of the Registrant and
its subsidiaries. 


                                                                              4






Statistical Disclosures

I.  Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates
and Interest Differential 

A.  AVERAGE BALANCE SHEETS                       For the Year Ended December 31,
    (in thousands)                               1995         1994         1993
_______________________________________________________________________________

INTEREST-EARNING ASSETS 
Short-term investments                         $2,877       $3,831      $10,579
Taxable securities                            251,107      285,242      318,861
Non-taxable securities                         64,835       69,731       71,001
Loans (1)                                     865,707      755,314      660,345
                                            ---------    ---------    ---------
                                            1,184,526    1,114,118    1,060,786
NONINTEREST-EARNING ASSETS 
Cash and due from banks                        33,515       34,878       33,974
Allowance for loan losses                     (12,691)     (11,524)      (9,827)
Other assets                                   40,582       40,800       41,542
                                            ---------    ---------    ---------
                                           $1,245,932   $1,178,272   $1,126,475
                                            =========    =========    =========

INTEREST-BEARING LIABILITIES 
Transaction accounts                         $253,689     $235,918     $228,146
Savings deposits                               87,618      106,891      105,191
Time deposits                                 598,514      567,438      555,689
Short-term borrowings                          86,400       51,489       31,761
Long-term borrowings                            7,946       13,644       17,956
Other liabilities                               1,292        1,201          944
                                            ---------    ---------    ---------
                                            1,035,459      976,581      939,687

NONINTEREST-BEARING LIABILITIES 
Demand deposits                                82,752       85,307       78,178
Other liabilities                               9,176        8,391        9,471

STOCKHOLDERS' EQUITY                          118,545      107,993       99,139
                                            ---------    ---------    ---------
                                           $1,245,932   $1,178,272   $1,126,475
                                            =========    =========    =========

(1) Nonperforming loans are included in 
    average loans 








                                                                              5






B. ANALYSIS OF NET INTEREST EARNINGS             For the Year Ended December 31,
   (in thousands)                                1995         1994         1993
_______________________________________________________________________________

INTEREST INCOME 
Short-term investments                           $160         $169         $335
Taxable securities                             16,082       17,493       20,006
Non-taxable securities (TE) (2)                 5,847        6,302        6,487
Loans (TE) (2)                                 78,573       62,520       56,178
                                               ------       ------       ------
                                              100,662       86,484       83,006

INTEREST EXPENSE 
Transaction accounts                            9,101        6,970        5,854
Saving deposits                                 2,460        2,996        3,980
Time deposits                                  34,047       25,744       25,927
Short-term borrowings                           4,939        2,169        1,026
Long-term borrowings                              515          900        1,150
Other liabilities                                  90           76           60
                                               ------       ------       ------
                                               51,152       38,855       37,997
                                               ------       ------       ------
NET INTEREST INCOME (TE) (2)                   49,510       47,629       45,009
TE Basis Adjustment                            (1,916)      (2,080)      (2,161)
                                               ------       ------       ------
NET INTEREST EARNINGS                         $47,594      $45,549      $42,848
                                               ======       ======       ======

(2) Tax equivalent (TE) interest income is based 
    upon a Federal income tax rate of 35%. 























                                                                              6






B. AVERAGE YIELDS AND RATES PAID                 For the Year Ended December 31,
                                                 1995         1994         1993
_______________________________________________________________________________

AVERAGE YIELDS FOR INTEREST-EARNING ASSETS 
Short-term investments                           5.56%        4.41%        3.17%
Taxable securities                               6.40%        6.13%        6.27%
Non-taxable securities (TE) (2)                  9.02%        9.04%        9.14%
Loans (TE) (1) (2)                               9.08%        8.28%        8.51%
All interest-earning assets                      8.50%        7.76%        7.82%

AVERAGE RATES FOR INTEREST-BEARING LIABILITIES 
Transaction accounts                             3.59%        2.95%        2.57%
Saving deposits                                  2.81%        2.80%        3.78%
Time deposits                                    5.69%        4.54%        4.67%
Short-term borrowings                            5.72%        4.21%        3.23%
Long-term borrowings                             6.48%        6.60%        6.40%
Other liabilities                                6.97%        6.33%        6.36%
All interest-bearing liabilities                 4.94%        3.98%        4.04%
                                                 ----         ----         ----
NET INTEREST-RATE SPREAD (TE) (2)                3.56%        3.78%        3.78%
                                                 ====         ====         ====

NET YIELD ON INTEREST-EARNING ASSETS             4.18%        4.28%        4.24%
                                                 ====         ====         ====

(1) Nonperforming loans are included in 
    average loans 
(2) Tax equivalent (TE) interest income is based 
    upon a Federal income tax rate of 35%. 























                                                                              7






C. FOR THE LAST TWO FISCAL YEARS 

CHANGES ATTRIBUTABLE TO VOLUME AND RATE        Change       Due to       Due to
(in thousands)                              1995/1994       Volume     Rate (3)
_______________________________________________________________________________

INTEREST INCOME 
Short-term investments                            ($9)        ($42)         $33
Taxable securities                             (1,411)      (2,093)         682
Non-taxable securities (TE) (2)                  (455)        (442)         (13)
Loans (1) (2)                                  16,053        9,138        6,915
                                               ------
                                               14,178        5,465        8,713
INTEREST EXPENSE 
Transaction accounts                            2,131          525        1,606
Saving deposits                                  (536)        (540)           4
Time deposits                                   8,303        1,410        6,893
Short-term borrowings                           2,770        1,471        1,299
Long-term borrowings                             (385)        (376)          (9)
Other liabilities                                  14            6            8
                                               ------
                                               12,297        2,343        9,954
                                               ------       ------       ------
NET INTEREST EARNINGS (TE) (2)                 $1,881       $3,122      ($1,241)
                                               ======       ======       ======

(1) Nonperforming loans are included in average loans. 
(2) Tax equivalent (TE) net interest income is based upon a Federal income 
    tax rate of 35%. 
(3) Changes due to both rate and volume are included in due to rate. 























                                                                              8






CHANGES ATTRIBUTABLE TO VOLUME AND RATE        Change       Due to       Due to
(in thousands)                              1994/1993       Volume     Rate (3)
_______________________________________________________________________________

INTEREST INCOME 
Short-term investments                          ($166)       ($214)         $48
Taxable securities                             (2,513)      (2,109)        (404)
Non-taxable securities (TE) (2)                  (185)        (116)         (69)
Loans (TE) (1)                                  6,342        8,079       (1,737)
                                               ------
                                                3,478        4,173         (695)

INTEREST EXPENSE 
Transaction accounts                            1,116          199          917
Saving deposits                                  (984)          64       (1,048)
Time deposits                                    (183)         548         (731)
Short-term borrowings                           1,143          637          506
Long-term borrowings                             (250)        (276)          26
Other liabilities                                  16           16           (0)
                                               ------
                                                  858        1,492         (634)
                                               ------       ------       ------
NET INTEREST INCOME (TE) (2)                   $2,620       $2,681         ($61)
                                               ======       ======       ======

(1) Nonperforming loans are included in average loans. 
(2) Tax equivalent (TE) net interest income is based upon a Federal income 
    tax rate of 35%. 
(3) Changes due to both rate and volume are included in due to rate. 
























                                                                              9






II.  Security Portfolios 

A.  Footnote 4 to the Consolidated Financial Statements included herein on page
41 presents the book value as of the end of 1995 and 1994 of securities by
type of security. 

B.  Footnote 4 to the Consolidated Financial Statements included herein on page 
41 presents the amortized cost, estimated market value and the weighted average
yield of securities at December 31, 1995, by contractual maturity range.

C.  As of December 31, 1995, the Company owned no securities (other than U. S. 
Government and U. S. Government agencies and corporations) issued by one issuer 
for which the book value exceeded ten percent of stockholders' equity. 

III.  Loan Portfolio 

A.  The table of Types of Loans in Management's Discussion and Analysis of 
Financial Condition and Results of Operations (MDA) included herein on page 19
presents the amount of all loans in various categories as of the end of 1995 
and 1994. 

B. The following table presents the maturities in the loan portfolio, excluding
commercial paper, real estate mortgage, installment, consumer revolving credit 
and other loans at December 31, 1995: 

Loan Portfolio Maturities         1 year       1 to 5         Over
December 31, 1995                or less        years      5 years        Total
_______________________________________________________________________________
(in thousands) 

Commercial, financial 
  and agricultural               $56,579      $33,956      $23,394     $113,929
Real estate construction          17,989          555          842       19,386
                                 -------      -------      -------      -------
                                 $74,568      $34,511      $24,236     $133,315
                                 =======      =======      =======      =======

The amounts of these loans due after one year which have predetermined rates 
and adjustable rates are $19.0 million and $39.7 million, respectively. 

C. Risk Elements 

1.  The table of Nonperforming Assets in MDA included herein on page 21 states 
the amount of nonaccrual, past due and restructured loans.  The following
table states the gross interest income that would have been recorded for the
years 
ended December 31, 1991 through 1995, if the nonaccrual and renegotiated loans 
had been current in accordance with their original terms, and the amount of 
interest income that was included in net income for each year: 





                                                                             10





<TABLE>
<CAPTION>
<S>                         <C>          <C>          <C>          <C>          <C>
Interest Income on Nonaccrual 
  and Restructured Loans 
Year ended December 31,             1995         1994         1993         1992         1991
________________________________________________________________________________
(in thousands) 

Contractual interest                $421         $209         $407         $434         $584
Interest recognized                  351          192          279          173          462

</TABLE>
2.  Potential Problem Loans 
 
Internal credit review procedures are designed to alert management of possible
credit problems which would create serious doubts as to the future ability of
borrowers to comply with loan repayment terms.  At December 31, 1995, loans
with a total principal balance of $14.3 million had been identified that may
become nonperforming in the future, compared to $14.8 million at December 31,
1994. 
Potential problem loans are not included in nonperforming assets since the 
borrowers currently meet all applicable loan agreement terms.  The identified 
potential problem loan totals consist of many different loans and are generally 
loans for which the collateral appears to be sufficient but that have potential 
financial weakness evidenced by internal credit review's analysis of historical 
financial information.  At December 31, 1995, a total of $3.5 million of
potential problem loans were to three borrowers. 

3.  Foreign Outstandings 

There were no foreign outstandings at anytime during the last three years. 

4.  Loan Concentrations 

As of December 31, 1995, there was no concentration of loans exceeding 10% of 
total loans which are not otherwise disclosed in the Types of Loans table 
pursuant to III. A.  There were no amounts loaned in excess of 10% of total 
loans to a multiple of borrowers engaged in similar activities which would 
cause them to be similarly impacted by economic or other conditions.  Most 
loans are originated in the immediate market area of the banks. 

D. Other Interest Bearing Assets 

The Company has no other interest earning assets that would be required to 
be disclosed under Item III. C.1. or 2. if such assets were loans. 











                                                                             11


IV.  SUMMARY OF LOAN LOSS EXPERIENCE 

A.  The following table presents an analysis of loss experience and the allow- 
ance for loan losses for the years ended December 31, 1995, 1994, 1993, 1992 
and 1991: 
<TABLE>
<CAPTION>
<S>                         <C>          <C>          <C>          <C>          <C>
Analysis of the Allowance 
  for Loan Losses 
Year ended December 31,             1995         1994         1993         1992         1991
________________________________________________________________________________
(in thousands) 
Balance at beginning of 
 year                            $12,188      $10,715       $8,606       $6,420       $5,880
Balance of subsidiary bank 
 at acquisition                       --           --           --        1,485           --
Provision charged to 
 expense                           2,167        1,723        2,541        3,246        2,338
Loan charge-offs 
  Commercial, financial 
   and agricultural                 (450)        (248)        (463)      (1,893)        (794)
  Real estate mortgage              (225)         (81)        (240)        (440)        (714)
  Installment loans                 (540)        (279)        (317)        (516)        (448)
  Consumer revolving 
   credit                            (92)         (78)         (24)         (58)         (63)
                                  ------       ------       ------       ------       ------
                                  (1,307)        (686)      (1,044)      (2,907)      (2,019)

Loan charge-off recoveries 
  Commercial, financial 
   and agricultural                  133          339          376          187           85
  Real estate mortgage                63            9          110           33           27
  Installment loans                  117           76          122          137          103
  Consumer revolving
   credit                             10           12            4            5            6
                                  ------       ------       ------       ------       ------
                                     323          436          612          362          221
                                  ------       ------       ------       ------       ------
Net loan charge-offs                (984)        (250)        (432)      (2,545)      (1,798)
                                  ------       ------       ------       ------       ------
Balance at end of year           $13,371      $12,188      $10,715       $8,606       $6,420
                                  ======       ======       ======       ======       ======


Year end balance of loans       $914,497     $805,947     $704,037     $625,278     $486,576
Average loans outstanding        865,707      755,314      660,345      568,477      477,162
Allowance / year end loans          1.46%        1.51%        1.52%        1.38%        1.32%
Provision / net chargeoffs        220.22%      689.20%      588.19%      127.54%      130.03%
Nonperforming assets               5,335        4,841        6,088        7,803        8,070
Potential problem loans           14,300       14,800       22,400       16,284       21,456

</TABLE>

                                                                             12





B. The following tables present a breakdown of the allowance for loan losses 
at December 31, 1995, 1994, 1993, 1992 and 1991: 
<TABLE>
<CAPTION>
Allocation of the Allowance 
  for Loan Losses 
December 31,                        1995         1994         1993         1992         1991
____________________________________________________________________________________________
(in thousands) 
<S>                         <C>          <C>          <C>          <C>          <C>
Commercial, financial 
 and agricultural                 $2,951       $5,899       $5,186       $4,014       $2,891
Real estate mortgage               5,632        3,691        3,245        2,515        1,719
Consumer loans                     4,549        2,402        2,112        1,927        1,690
Consumer revolving credit            239          196          172          150          120
                                  ------       ------       ------       ------       ------
                                 $13,371      $12,188      $10,715       $8,606       $6,420
                                  ======       ======       ======       ======       ======
Percent of Loans in Each 
 Category to Total Loans 
December 31,                        1995         1994         1993         1992         1991
____________________________________________________________________________________________
(in thousands) 

Commercial, financial 
 and agricultural                   12.5%        13.9%        16.9%        19.5%        22.6%
Real estate mortgage 
  Construction                       2.1%         2.4%         1.7%         0.9%         0.9%
  Residential mortgage              39.9%        39.5%        38.3%        38.7%        39.5%
  Commercial mortgage               17.3%        17.3%        18.1%        16.6%        12.4%
Consumer loans                      28.0%        26.6%        24.6%        23.6%        24.0%
Other                                0.2%         0.3%         0.4%         0.7%         0.6%
                                   -----        -----        -----        -----        -----
                                   100.0%       100.0%       100.0%       100.0%       100.0%
                                   =====        =====        =====        =====        =====
</TABLE>
V. DEPOSITS 

A.B.  Average Balances and Rates Paid by Deposit 

The Average Balance Sheets table and Average Yields and Rates Paid table in- 
cluded herein on pages 5 and 7 present the average amount of and the average
rate paid for the years ended December 31, 1995, 1994 and 1993. 

C. Foreign Deposits 

The Company had no foreign deposits during the past three years. 







                                                                             13





D.E.  Maturity Distribution of Time Deposits of $100,000 or More 

The following table states the amount of time certificates of deposit at 
December 31, 1995, of $100,000 or more by maturity: 

Maturity of $100,000 Time Deposits 
December 31, 1995 
_______________________________________________________________________________
(in thousands) 

Maturing 3 months or less                                               $19,379
Maturing over 3 months through 6 months                                  13,580
Maturing over 6 months through 12 months                                 22,713
Maturing over 12 months                                                  40,423
                                                                         ------
                                                                        $96,095
                                                                         ======

                                                 For the Year Ended December 31,
VI.  RETURN ON EQUITY AND ASSETS                 1995         1994         1993
_______________________________________________________________________________

1.  Return on average assets                     1.19%        1.11%        1.14%
2.  Return on average equity                    12.46%       12.15%       12.92%
3.  Dividend payout ratio                       31.85%       29.08%       26.28%
4.  Equity to assets ratio                       9.51%        9.17%        8.80%


VII.  SHORT-TERM BORROWINGS 

A.  Footnote 7 to the Consolidated Financial Statements included herein on page
47 presents for each category of short-term borrowings, the amounts outstanding
at the end of the reported periods, the weighted average interest rate, the
maximum amount of borrowings in each catergory at any month-end and the
approximate weighted interest rate. 

Item 2.  PROPERTIES 

The Company's investments in premises and equipment are comprised of properties
owned and leased by the banks.  Peoples Bank owns the building housing its main
offices, which contains 17,325 square feet of space and is located at 401
Kentucky Avenue.  Peoples Bank also owns its Service Center, located at 100
South Fourth Street, which contains 50,000 square feet of space and houses the
Company's executive offices.  Of the twenty-four other banking offices of the
banks, twenty-one are owned and three are leased by their respective bank. 

Item 3.  LEGAL PROCEEDINGS - None 

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None 




                                                                             14






PART II 

Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER 
         MATTERS 

Market Information, Dividends 
The registrant's only class of common stock is traded on the National Associa- 
tion of Securities Dealers Automated Quotation System National Market System. 
Peoples First Corporation's common stock symbol is "PFKY".  Share and per share
information have been adjusted to give effect to the two-for-one stock split
on January 4, 1994 and 5% stock dividends declared on April 19, 1995 and
January 17, 1996.  The high and low stock prices and the quarterly dividends
declared on the Company's common stock for each quarter of 1995 and 1994 are as
follows: 

High and Low Stock Prices          First       Second        Third       Fourth
  Dividends Declared             quarter      quarter      quarter      quarter
_______________________________________________________________________________

High 1995                         $18.14       $18.33       $21.67       $22.38
Low 1995                           15.65        15.95        17.38        20.00
Cash dividends declared            0.109        0.109        0.143        0.143

High 1994                         $25.85       $23.13       $22.22       $19.73
Low 1994                           21.32        19.95        19.05        14.74
Cash dividends declared            0.095        0.095        0.109        0.109

Holders 
The approximate number of holders of registrant's only class of common stock
as of February 16, 1996, was 2,827. 
  






















                                                                             15






<TABLE>
<CAPTION>
Item 6.  SELECTED FINANCIAL DATA 

December 31,                        1995         1994         1993         1992         1991
____________________________________________________________________________________________
(in thousands) 
<S>                         <C>          <C>          <C>          <C>          <C>
Interest-Earning Assets 
Loans, net of allowance         $901,126     $793,759     $693,322     $616,671     $480,157
Securities                       306,642      333,527      375,366      394,383      274,095
Short-term investments                 0            0        3,100       15,525        9,650
                               ---------    ---------    ---------    ---------    ---------
                               1,207,768    1,127,286    1,071,788    1,026,579      763,902
Cash and due from banks           37,524       39,333       42,591       44,548       42,434
Premises and equipment            18,226       16,980       16,698       16,490       12,876
Other assets                      24,078       26,957       25,429       26,803       13,579
                               ---------    ---------    ---------    ---------    ---------
                              $1,287,596   $1,210,556   $1,156,506   $1,114,420     $832,791
                               =========    =========    =========    =========    =========
Liabilities and Stockholders' Equity 
Interest-bearing deposits       $960,744     $910,598     $906,646     $898,285     $680,901
Noninterest-bearing deposits      86,360       87,985       86,250       78,643       52,852
Federal funds purchased           15,100       41,500       12,600            0            0
Short-term borrowings             78,369       43,067       19,902       19,606       25,395
Long-term borrowings               7,757        9,536       16,555       16,137          335
Other liabilities                 11,094        7,607        8,182        8,095        6,987
                               ---------    ---------    ---------    ---------    ---------
                               1,159,424    1,100,293    1,050,135    1,020,766      766,470
Stockholders' equity             128,172      110,263      106,371       93,654       66,321
                               ---------    ---------    ---------    ---------    ---------
                              $1,287,596   $1,210,556   $1,156,506   $1,114,420     $832,791
                               =========    =========    =========    =========    =========

____________________________________________________________________________________________
As more fully explained in Note 2. to the consolidated financial statements,
  additional banking organizations were acquired in 1994 and 1992. 


















                                                                             16




Year ended December 31,             1995         1994         1993         1992         1991
____________________________________________________________________________________________
(in thousands except per share data) 

Results of Operations 
Interest income                  $98,746      $84,404      $80,845      $79,839      $73,331
Interest expense                  51,152       38,855       37,997       42,768       45,086
                                  ------       ------       ------       ------       ------
Net interest income               47,594       45,549       42,848       37,071       28,245
Provision for loan losses          2,167        1,723        2,541        3,246        2,338
Net interest income after         ------       ------       ------       ------       ------
  provision for loan losses       45,427       43,826       40,307       33,825       25,907
Noninterest income                 8,037        7,101        6,683        6,696        4,740
Noninterest expense               32,251       32,337       29,373       25,942       19,674
                                  ------       ------       ------       ------       ------
Income before tax expense         21,213       18,590       17,617       14,579       10,973
Income tax expense                 6,446        5,465        4,807        4,074        2,766
                                  ------       ------       ------       ------       ------
Net Income                       $14,767      $13,125      $12,810      $10,505       $8,207
                                  ======       ======       ======       ======       ======

Average shares outstanding         9,383        9,302        9,321        8,603        7,336
Net income per common share        $1.57        $1.41        $1.37        $1.23        $1.05
Cash dividends per common 
  share                             0.50         0.41         0.36         0.33         0.28
</TABLE>
______________________________________________________________________________
Shares outstanding and per share amounts have been adjusted for a two-for-one 
  stock split on January 4, 1994 and 5% stock dividends on April 19, 1995 and 
  January 17, 1996. 

As more fully explained in Note 2. to the consolidated financial statements,
  additional banking organizations were acquired in 1994 and 1992. 

Earnings of First Kentucky Federal Savings Bank are excluded from the net income
  per common share calculation prior to June 18, 1991, the date of their initial
  public offering of common stock. 
















                                                                             17






Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations 

The purpose of this discussion and analysis is to provide annual report readers
with information relevant to understanding and assessing the financial condition
and results of operations of Peoples First Corporation (Company).  Headquartered
in Paducah, Kentucky, the Company is a multi-bank and unitary savings and loan
holding company registered with the Federal Reserve Board.  The Company's market
area is primarily western Kentucky and the contiguous interstate area.  This
discussion should be read in conjunction with the consolidated financial state-
ments and accompanying notes. 

The Company operates principally in a single business segment offering general
commercial and savings bank services.  The following table provides certain
subsidiary, parent company and consolidated information for 1995: 
<TABLE>
<CAPTION>
Table 1 
Disaggregated Data                                           First    Parent Co
As of and for the year                        Peoples     Kentucky    and elimi-      Consol-
 ended December 31, 1995                         Bank          FSB      nations       idated
____________________________________________________________________________________________
(dollars in thousands) 
<S>                                      <C>          <C>          <C>          <C>
Net income                                    $13,601       $1,712        ($546)     $14,767
Average assets                              1,069,827      176,356         (251)   1,245,932
Return on average equity                        13.02%       12.23%                    12.46%
Average equity / assets                          9.77         7.94                      9.51
Net interest margin                              4.37         3.12                      4.18
Provision for loan losses / 
 average loans                                   0.27         0.08                      0.25
Allowance for loan loss / 
 loans outstanding                               1.52         0.94                      1.46
Overhead ratio                                   0.55         0.56                      0.56

</TABLE>
EARNING ASSETS 
Average earning assets of the Company for 1995, increased 6.3%, or $70.4 million
to $1,184.5 million from $1,114.1 million for 1994.  This compares to growth of
earning assets, excluding the purchase of three branch bank locations in 1992,
of 5.0% and 3.4%, for 1994 and 1993, respectively.  Loan growth during the last
three years has been partially funded with reductions in securities, the other
significant earning asset category.  The Company maintains a consistently
favorable ratio of average earning assets to average total assets.  The ratio
was 95.1% for 1995, compared to 94.6% and 94.2% for 1994 and 1993, respectively.
Loans are the Company's primary earning asset.  Management believes the Company
should be a prominent lender.  Average loans for 1995 increased 14.6%, or
$110.4 million, to $865.7 million.  Internal average loan growth for 1994 and
1993 was 14.4% and 8.6%, respectively.  The changing mix of earning assets was
favorable during the last two years.  Average loans for 1995 were 73.1% of  



                                                                             18






of total average earning assets, compared to 67.8% and 62.2% during 1994 and
1993, respectively.  Prior to 1993, loans had been a decreasing portion of
earning assets.  Management's desire for promininence in area lending and a
slowed growth of deposits used for investment in securities has lead to the
improved earning asset composition. 

Table 2 
Average Earning Assets 
Year ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(dollars in thousands) 

Total average earning assets               $1,184,526   $1,114,118   $1,060,786
Percent of average earning assets 
  Average loans                                  73.1%        67.8%        62.2%
  Average securities                             26.7         31.9         36.8
  Average other earning assets                    0.2          0.3          1.0


The Company primarily directs lending activities to its regional market from
which deposits are drawn.  Management has focused on secured lending and the
growth of real estate mortgage and consumer loans during the last three years. 
<TABLE>
<CAPTION>
Table 3 
Types of Loans 
December 31,                        1995         1994         1993         1992         1991
____________________________________________________________________________________________
(in thousands) 
<S>                         <C>          <C>          <C>          <C>          <C>
Commercial, financial 
  and agricultural              $113,929     $111,929     $118,906     $122,188     $109,986
Real estate 
  Construction                    19,386       19,421       12,255        5,472        4,524
  Residential mortgage           364,607      318,551      269,265      242,134      191,985
  Commercial mortgage            158,429      139,629      127,666      103,808       60,308
Consumer, net                    255,975      214,309      173,191      147,413      116,891
Loans held for sale                  708          156          504        1,241           --
Other                              1,463        1,952        2,250        3,022        2,882
                                 -------      -------      -------      -------      -------
                                $914,497     $805,947     $704,037     $625,278     $486,576
                                 =======      =======      =======      =======      =======
</TABLE>
A portion of the proceeds from the sale and maturity of securities and the
principal collected on mortgage-backed securities was used to fund loan growth.
Average securities decreased $39.0 million during 1995 and $34.9 million during
1994.  The Company maintains a portfolio of securities held for sale as an
available source of funding for loan growth.  U.  S. treasury and agency
obligations represent approximately 75.5% of the securities portfolios at
December 31, 1995. 




                                                                             19





At December 31, 1995, mortgage-backed securities which included Real Estate
Mortgage Investment Conduit (REMIC) and CMO instruments were approximately 51.8%
of the securities portfolios, compared to approximately 46.0% at December 31,
1994.  The REMIC issues are 100% U.  S. agencies issues.  The CMO issues are
marketable, collateralized mortgage obligations backed by agency-pooled
collateral or whole-loan collateral.  All nonagency issues held are currently
rated AA or AAA by either Standard & Poors or Moody's.  Approximately 19.4% of
the mortgage-backed securities are floating-rate issues, the majority being
indexed to the Constant Maturity Treasury index.  Management's normal practice
is to purchase securities at or near par value to reduce risk of premium
write-offs resulting from unexpected prepayments. 

At December 31, 1995, the Company did not have any structured notes (as
currently defined by regulatory agencies) in the securities portfolios since
management believes the uncertainty of cash flows from these securities, which
are driven by interest-rate movements, could expose the Company to greater
market risk than traditional securities. 


FUNDING 
Average 1995 deposits increased 2.7%, or $27.0 million to $1,022.6 million from
$995.6 million for 1994.  Local markets for deposits are competitive.  Core
deposits, the Company's most important and stable funding source, are a
decreasing portion of average interest-bearing liabilities.  The core deposit
base is supplemented with brokered deposits, short-term and long-term borrowings
to fully fund loan growth.  Average brokered deposits amounted to $24.7 million,
$22.1 million and $8.0 million for the years ended December 31, 1995, 1994 and
1993, respectively.  Average short-term and long-term borrowings were $94.3
million for 1995, up from $65.1 million for 1994 and $49.7 million for 1993. 

Table 4 
Average Interest-bearing Liabilities             1995         1994         1993
_______________________________________________________________________________
(dollars in thousands) 

Total average interest-bearing 
 liabilities                                 $1,035.5       $976.6       $939.7
Percent of average total interest- 
 bearing liabilities 
  Average core deposits                          88.4%        90.9%        93.8%
  Average short-term borrowings                   8.3          5.3          3.4
  Average long-term borrowings                    0.8          1.4          1.9


Management anticipates an increasing need to rely on more volatile purchased
liabilities.  The Company's subsidiary banks have obtained various short-term
and long-term advances from the Federal Home Loan Bank (FHLB) under Blanket
Agreements for Advances and Security Agreements (Agreements).  The Agreements
entitle the subsidiary banks to borrow additional funds from the FHLB to fund
mortgage loan programs and satisfy other funding needs. 



                                                                             20






NONPERFORMING ASSETS AND RISK ELEMENTS 
As illustrated in Table 5, nonperforming assets, which include nonperforming
loans and foreclosed property, have generally declined over the last three
years.  Nonperforming assets as a percentage of total loans and other real
estate declined to 0.58% at December 31, 1995 compared to 0.60% and 0.86% at
December 31, 1994 and 1993, respectively.  A small number of loans and one tract
of undeveloped land, portions of which have been sold, represent most of the
nonperforming balance for the last three years.  The decline in nonperforming
assets reflects good economic conditions in the area and the Company's
comphrehensive loan administration and workout procedures.  Also,
diversification within the loan portfolio is an important means of reducing
inherent lending risks.  At December 31, 1995, the Company had no concentrations
of ten percent or more of total loans in any single industry nor any
geographical area outside of the Paducah, Kentucky, western Kentucky region, the
immediate market area of the subsidiary banks. 

The Company discontinues the accrual of interest on loans which become ninety
days past due as to principal or interest, unless the loans are adequately
secured and in the process of collection.  Other real estate owned is carried at
the lower of cost or fair value.  A loan is classified as a renegotiated loan
when the interest rate is materially reduced or the term is extended beyond the
original maturity date because of the inability of the borrower to service the
debt under the original terms. 
<TABLE>
<CAPTION>
Table 5 
Nonperforming Assets 
December 31,                        1995         1994         1993         1992         1991
____________________________________________________________________________________________
(in thousands) 
<S>                         <C>          <C>          <C>          <C>          <C>
Nonaccrual loans                  $1,817         $531         $835       $3,883       $3,536
Renegotiated loans                 2,874        2,741        2,995        1,259        1,296
Other real estate owned              644        1,569        2,258        2,661        3,238
                                   -----        -----        -----        -----        -----
                                  $5,335       $4,841       $6,088       $7,803       $8,070
                                   =====        =====        =====        =====        =====
Nonperforming assets as a 
  percent of total loans 
  and other real estate             0.58%        0.60%        0.86%        1.24%        1.65%
Loans past due ninety 
  days and still accruing 
  interest                        $1,471       $1,838         $503         $389         $408
Allowance for loan losses 
  coverage of nonperform- 
  ing assets                         251%         252%         176%         110%          80%

</TABLE>
Management continues to exert efforts to monitor and minimize nonperforming
assets even though the nonperforming totals are significantly lower than peer
bank holding company ratios.  A significant focus on underwriting standards is
maintained by management and the subsidiary bank boards.  Internal credit review
procedures are designed to alert management of possible credit problems which

                                                                             21





would create serious doubts as to the future ability of borrowers to comply with
loan repayment terms.  At December 31, 1995, loans with a total principal
balance of $14.3 million have been identified that may become nonperforming in
the future, compared to $14.8 million at December 31, 1994 and $22.4 million at
December 31, 1993.  Potential problem loans are not included in nonperforming
assets since the borrowers currently meet all applicable loan agreement terms. 


CAPITAL RESOURCES AND DIVIDENDS 
The Company's strong capital position and overall financial strength provide
flexibility when management evaluates opportunities to improve stockholder
value.  Stockholders' equity was 10.0% of assets at December 31, 1995, an
increase from 9.1% at December 31, 1994.  Exclusive of unrealized net gain and
loss on securities held for sale, net of applicable income taxes, stockholders'
equity increased $12.4 million, or 10.8%, during 1995, and increased $10.4
million, or 9.9%, during 1994.  The capital base has been strengthened through
earnings retention and issuance of common stock through various shareholder and
employee plans.  The earnings retention rate, which the board of directors
adjusts through declaration of cash dividends, was 68.2% for 1995, 70.9% for
1994 and 73.7% for 1993.  Proceeds from the sale of common stock through
shareholder and employee plans amounted to $2.2 million in 1995, $1.0 million in
1994 and $1.2 million in 1993.  Unrealized gain or loss on securities held for
sale, net of applicable income taxes, are recorded directly to stockholders'
equity.  For 1995 stockholders' equity was increased by $5.6 million, for 1994
was decreased by $6.5 million and for 1993 was increased by $1.9 million to
record the change during the year in the fair value of securities held for sale.
The board of directors develops and reviews the capital goals and policies of
the consolidated entity and each of the subsidiary banks.  The Company's capital
policies are designed to retain sufficient amounts for healthy financial ratios,
considering future planned asset growth and to leverage stockholders' equity to
a desirable degree.  Subsidiary bank dividends are the principal source of funds
for the Company's payment of dividends to its stockholders.  At December 31,
1995, approximately $23.9 million in retained earnings of subsidiary banks was
available for dividend payments to the Company without regulatory approval or
without reducing capital of the respective banks below minimum standards. 

The board of directors raised the quarterly dividend to $0.109 per share in
the third quarter of 1994 and to $0.143 per share in the third quarter of 1995.
Stock dividends of 5% were declared in April 1995 and in Janaury 1996.  On
Janaury 17, 1996, the board of directors approved the purchase of up to 400,000
shares of the Company's common stock in the open market during the following
eighteen to twenty-four month period.  Shares acquired may be used in
conjunction with the Company's stock dividend program. 

An important measure of capital adequacy of a banking institution is its
risk-based capital ratios.  Bank regulatory agencies' minimum capital guidelines
assign relative measures of credit risk to balance sheet assets and off-balance
sheet exposures.  Based upon the nature and makeup of their current businesses
and growth expectations, management expects all of the reporting entities'
risk-based capital ratios to continue to exceed regulatory minimums.  At
December 31, 1995 and 1994, the Company and the subsidiary banks' ratios were as
follows: 
                                                                             22







<TABLE>
<CAPTION>
Table 6 
Risk-based capital                        Total                     Tier I                Leverage ratio
December 31,                        1995         1994         1995         1994         1995         1994
_________________________________________________________________________________________________________
<S>                         <C>          <C>          <C>          <C>          <C>          <C>
Company                            14.24%       14.31%       13.00%       13.05%        9.30%        8.82%
Peoples First National Bank        13.53        13.87        12.28        12.62         9.29         9.04
First Kentucky Federal 
 Savings Bank                      20.08        20.05        18.98        18.90         8.74         7.89

</TABLE>
RESULTS OF OPERATIONS 
Net income increased 13.0% in 1995, reaching a record level of $14.8 million,
compared to an increase of 2.3% in 1994 when net income totaled $13.1 million.
On a per common share basis, net income increased 11.3% to $1.57 per share for
the year ended December 31, 1995, compared to an increase of 2.9% to $1.41 per
share for the year ended December 31, 1994.  Net income per common share for the
fourth quarter of 1995 increased 18.9% to $0.44 from $0.37 for the fourth
quarter of 1994.  The earnings increases were primarily due to increased
interest income due in part to strong loan demand in 1995 and 1994.  Reductions
in deposit insurance expense due to the level of FDIC capitalization and the
absence of acquisition related expense contributed to the 1995 earnings
increase.  Earnings performance for 1994 was negatively impacted by
transaction costs of approximately $0.06 per share related to two acquisitions
completed during the year. 

Return on average stockholders' equity for the years ended December 31, 1995,
1994 and 1993 was 12.46%, 12.15% and 12.92%, respectively.  Return on average
assets for the years ended 1995, 1994 and 1993 was 1.19%, 1.11% and 1.14%,
respectively. 


NET INTEREST INCOME 
The amount by which interest earned on assets exceeds the interest paid on sup-
porting funds, constitutes the primary source of income for the Company.
Measured on a fully taxable equivalent (TE) basis, net interest income for the
year ended December 31, 1995, increased 4.0%, or $1.9 million to $49.5 million
compared to $47.6 million for 1994.  For the year ended December 31, 1994, net
interest income (TE) increased 5.8%, or $2.6 million from $45.0 million for
1993.  As expected, 1995's increase is attributable to growth in the volume of
average earning assets while the net interest margin decreased 10 basis points
from 1994.  Substantially all of 1994's increase is attributable to growth in
the volume of average earning assets.  Net interest income (TE) as a percent of
average earning assets was 4.18%, 4.28% and 4.24% for the years ended December
31, 1995, 1994 and 1993, respectively. 

The Company's concentration in residential real estate loans, competition for
increased loan volumes and reliance on time deposits and non-core funding
results in narrower interest spreads.  The subsidiary banks generally maintain a
relatively balanced position between volumes of rate-repricing assets and



                                                                             23




liabilities to guard to some degree against adverse effects to net interest
income from possible fluctuations in interest rates.  Low levels of
nonperforming loans favorably contributed to margins each period. 


PROVISION FOR LOAN LOSSES 
A significant factor in the Company's past and future operating results is the
level of the provision for loan losses.  The provision for loan losses amounted
to $2.2 million for 1995, an increase of 29.4% compared to $1.7 million in 1994,
which was a decrease of 32.0% compared to $2.5 million in 1993.  The 1995
increase was required to reflect the growth in outstanding loans and chargeoffs.
The 1994 decrease was influenced by declines in net charge-offs, nonperforming
assets and potential problem loans.  The provision for loan losses as a
percentage of average loans was 0.25% for the year ended December 31, 1995, up
from 0.23% for the year ended December 31, 1994 and compared to 0.38% for the
year ended December 31, 1993. 

Net loan chargeoffs over the last three years were at levels below historical
trends.  Net chargeoffs for 1995 were $1.0 million compard to $0.3 million for
1994 and $0.4 million for 1993.  As a percentage of average loans, net
chargeoffs were 0.11% for 1995, up from 0.03% for 1994 and 0.07% for 1993,
periods of unusually low net chargeoffs.  Net chargeoffs as a percent of average
loans were 0.21% for the five-year period ended December 31, 1995.  The
allowance for loan losses is maintained at a level which management considers
adequate to absorb estimated potential losses in the loan portfolio, after
reviewing the individual loans and in relation to risk elements in the
portfolios and giving consideration to the prevailing economy and anticipated
changes.  At December 31, 1995, the allowance for loan losses is 1.46% of
outstanding loans compared 1.51% of outstanding loans at December 31, 1994.  The
December 31, 1995 allowance is 251% of nonperforming assets compared to 252% at
December 31, 1994. 


NONINTEREST INCOME 
Fees from traditional deposit services as well as revenues from insurance,
brokerage activities and other commission business have been increased by
management's focus on improving all areas of noninterest income during the last
three years.  Noninterest income amounted to $8.0 million in 1995, a 12.7%
increase compared to $7.1 million in 1994 which was an increase of 6.0% compared
to $6.7 million in 1993.  Excluding net securities gains, the 1995 and 1994
increases were more comparable and were 11.6% and 9.1%, repectively. 

Service charges on deposit accounts, the largest component of noninterest
income, increased 4.1% in 1995 and 11.2% in 1994.  Net gains of $178,143,
$62,309 and $230,642, were recognized in 1995, 1994 and 1993, respectively.
Securities held for sale, primarily mortgage-backed securities, totaling $12.1
million, $11.9 million and $21.9 million, respectively, were sold to reduce, to
the extent possible, the Company's interest rate sensitivity on assets in
response to changing interest rates and prepayment risks as a part of the
Company's asset/liability strategies. 



                                                                             24






The Company has shown small growth in the amount of trust assets managed.  Fees
from personal and pension lines of business for the last three years have been
relatively the same.  The 41.3% and 48.3% increases in insurance commissions in
1995 and 1994, over prior respective years, are attributable to greater
opportunities resulting from the significant increase in consumer loans as well
as better penetration of this product to customers.  As expected, fee income
from secondary-market mortgage loan services during 1995 and 1994 were lower
than 1993 due to the unusually large amount of home refinancing in 1993.  In
1995, the Company sold its student loan portfolio and changed to a fee income
program from the previous practice of originating and holding the loans.  The
Company made available two new financial services during 1994 to bank customers.
Management believes that investment brokerage services and property and casualty
insurance products made available in 1994 will generate a higher level of fees
in 1996 than in the first two introductory years.  The relative improvement in
fee income is slightly more than the growth in net interest income.  Noninterest
income excluding securities gains was 13.7% of total net tax-equivalent interest
income plus noninterest income for 1995, compared to 12.9% for 1994 and 12.5%
for 1993.  Management expects this trend to continue into 1996. 


NONINTEREST EXPENSE 
After rising in 1994, the ratio of noninterest expense net of noninterest income
exclusive of securities gains to average total assets fell in 1995.  The ratio
was 1.96% for 1995, 2.15% for 1994 and 2.03% for 1993.  Since internal asset
growth has slowed, management continues to focus on controlling the rate of
increase of noninterest expense by reconfiguring certain functions to gain more
employee productivity.  The Company consolidated six of the previously
separate corporate subsidiaries into one bank during 1995 and 1994 to allow the
personnel at all locations to better focus on consistent quality customer
service, increasing the volume of business and to reduce a small amount of
redundant costs. 

Noninterest expense decreased 0.3% in 1995 due to reduced deposit insurance
rates and the absence of merger-related professional fees.  This compares to an
increase of 10.1% in 1994 when all categories of noninterest expense rose.
Salaries and employee benefits increased 6.0% in 1995, compared to 6.3% in
1994.  Staffing levels were approximately the same at December 31, 1995 and
1993.  The Company has made investments in facilities and equipment of
approximately $6.9 million during the last three years as technology has
advanced and the need to leverage personnel costs has intensified.  Occupancy
expense increased 5.5% in 1995 and 6.2% in 1994.  Equipment expense increased
13.2% in 1995 and 16.2% in 1994 due to depreciation and maintenance of new
equipment.  Depreciation is computed using the straight-line method over the
estimated useful lives of the assets which range from two to ten years for
equipment.  Much of the recent years' equipment purchases are electronic and
technology sensitive items which the Company depreciates over a five year or
shorter period.  Management plans to continue to invest in techology for new
product delivery systems. 

The Federal Deposit Insurance Corporation (FDIC) currently administers two
separate deposit insurance funds, the Bank Insurance Fund (BIF) and the Savings
Association Insurance Fund (SAIF).  The BIF and SAIF were established primarily

                                                                             25






to insure the depositors of insured banks and savings associations and to
finance the resolution of failed institutions.  The Company's lead bank
subsidiary pays deposit insurance premiums to the BIF and the Company's other
subsidiary pays deposit insurance premiums to the SAIF based on a rate applied
to their respective assessable deposits.  Beginning in 1993, the assessments
were based not only on deposits but also on the risk characteristics of the
individual financial institutions.  Both of the Company's subsidiaries received
the lowest applicable deposit assessment rates from the FDIC. 

Assessments for deposit insurance were $1.3 million, $2.3 million and $2.1
million in 1995, 1994 and 1993, respectively.  The decrease in FDIC insurance
expense is attributable to a BIF refund and rate reduction.  During September
1995, as a result of the stability of the commercial bank industry and the level
of insurance fund reserves, the FDIC refunded the lead bank a portion of the
deposit-insurance premiums paid and reduced rates.  The Company accounted for
the BIF refund in the third quarter when received as a component of operating
income. 

Congress is considering a variety of legislation that will recapitalize the SAIF
through a special assessment on the assessable deposits of SAIF member
institutions such as the Company's savings association subsidiary.  At December
31, 1995, the Company had not accrued a liability for the potential special
assessment.  The expense for any special assessment will be recorded as a
component of operating income in the period of the enacted legislation.
Management estimates the special assessment will be between $1.2 million and
$1.5 million and payable in the second quarter of 1996.  The legislation may
provide for lower premiums following the special assessment.  For 1996,
management currently believes lower BIF and SAIF rates will generally offset the
expense of the anticipated special SAIF assessment. 

Increased data processing expense is attributable to a greater volume of activ-
ity, the outsourcing of a portion of some functions and one-time system
conversion costs incurred mainly in 1994.  The increase was 5.7% in 1995 and
13.2% in 1994.  Some reduction in Kentucky Bankshare taxes occurred in 1995 due
to the consolidation of the six separate banking corporations.  Kentucky has
raised the assessment level and has been attempting to significantly increase
this taxation, which is based upon net income and capital of the subsidiaries.
The Company's bank subsidiaries are required to to maintain significant
noninterest-bearing balances with the Federal Reserve and to pay fees to
regulatory agencies for periodic examinations by the agencies. 

During 1994, the Company completed two pooling-of-interest acquisitions.
Included in other noninterest expense for 1994 and 1993 is approximately
$561,000 and $145,000, respectively, of professional fees related to these
acquisitions. 


INCOME TAXES 
Increases in income tax expense are attributable to higher operating earnings
and higher effective tax rates.  The Company's effective income tax rate was
30.4%, 29.4% and 27.3%, for the years ended December 31, 1995, 1994 and 1993, 


                                                                             26






respectively.  The 1% federal income tax rate increase mandated by the Omnibus
Budget Reconciliation Act of 1993 and a continued decline in the amount of
tax-exempt income as a percentage of operating income has increased the
effective rate.  Also increasing the rate for 1994 was nondeductible
organizational costs associated with two mergers.  The Company manages the
effective tax rate to some degree based upon changing tax laws, particularly
alternative minimum tax provisions, the availability and price of nontaxable
debt securities and other portfolio considerations. 


LIQUIDITY AND INTEREST-RATE SENSITIVITY 
The Company's objective of liquidity management is to ensure the ability to
access funding which enables each bank to efficiently satisfy the cash flow
requirements of depositors and borrowers.  Asset/liability management (ALM)
involves the funding and investment strategies necessary to maintain an
appropriate balance between interest sensitive assets and liabilities as well as
to assure adequate liquidity.  The Company's ALM committee monitors funds
available from a number of sources to meet its objectives.  The primary source
of liquidity for the banks, in addition to loan repayments, is their debt
securities portfolios.  Securities classified as held for sale are those that
the Company intends to use as part of its asset/liability management and that
may be sold prior to maturity in response to changes in interest rates,
resultant prepayment risks and other factors.  The Company's access to the
retail deposit market through individual locations in twelve different counties
has been a reliable source of funds.  Additional funds for liquidity are
available by borrowing Federal funds from correspondent banks, Federal Home Loan
Bank borrowings and brokered deposits.  Various types of analyses are performed
to ensure adequate liquidity, and to evaluate the desirability of the relative
interest rate sensitivity of assets and liabilities.  Management considers
current liquidity positions of the subsidiary banks to be adequate to meet
depositor and borrower needs. 

Because banks must assume interest rate risks as part of their normal opera-
tions, the Company actively manages its interest rate sensitivity as well as
liquidity positions.  Both interest rate sensitivity and liquidity are affected
by maturing assets and sources of funds; however, management must also consider
those assets and liabilities with interest rates which are subject to change
prior to maturity.  The primary objective of the ALM Committee is to optimize
earnings results, while controlling interest rate risks within internal policy
constraints.  The subsidiary banks and the Company collectively measure their
level of earnings exposure to future interest rate movements.  A balance-sheet
analysis is conducted to determine the impact on net interest income for the
following twelve months under several interest-rate scenarios.  One scenario
uses current rates at December 31, 1995 and holds the rates and volumes constant
for the simulation.  When this projection is subjected to immediate and parallel
shifts in interest rates (rate shocks) of 200 basis points, both rising and
falling, the annual impact of the rate shock at December 31, 1995 on the
Company's projected net interest income margin was less than five basis points.
Currently, the Company does not employ interest rate swaps, financial futures or
options to affect interest rate risks. 



                                                                             27






<TABLE>
<CAPTION>
Table 7 
Interest Rate Sensitivity 
 Analysis                           1-91       92-183     184 days     Total at         Over
December 31, 1995                   Days         Days    to 1 year       1 year       1 year        Total
_________________________________________________________________________________________________________
(in thousands) 
<S>                         <C>          <C>          <C>          <C>          <C>          <C>
Rate Sensitive Assets 
Securities, at cost 
  U.S. treasury 
   and agencies                   $4,005      $10,070      $24,716      $38,791      $33,473      $72,264
  Mortgage-backed                 18,795       20,876       25,298       64,969       92,979      157,948
  Municipal bonds                    680          520        2,579        3,779       58,790       62,569
  Other                            7,574            0            0        7,574        4,884       12,458
                                 -------      -------      -------      -------      -------    ---------
                                  31,054       31,466       52,593      115,113      190,126      305,239
Loans                            265,046      131,474      212,285      608,805      305,692      914,497
                                 -------      -------      -------      -------      -------    ---------
                                 296,100      162,940      264,878      723,918      495,818    1,219,736
Rate Sensitive Liabilities 
Deposits 
  Transaction and savings        135,873            0            0      135,873      239,273      375,146
  Time                           197,277       78,892      120,107      396,276      189,322      585,598
Short-term borrowings             63,780        2,430       27,259       93,469            0       93,469
Long-term borrowings                  98          201          136          435        7,322        7,757
                                 -------      -------      -------      -------      -------    ---------
                                 397,028       81,523      147,502      626,053      435,917    1,061,970
                                 -------      -------      -------      -------      -------    ---------
Period Gap                     ($100,928)     $81,417     $117,376      $97,865      $59,901     $157,766
                                 =======      =======      =======      =======      =======    =========

Cumulative Gap at 12/31/95     ($100,928)    ($19,511)     $97,865      $97,865     $157,766     $157,766

Cumulative Gap at 12/31/94      ($49,560)      $5,222     $125,934     $125,934     $141,779     $141,779
</TABLE>

Management made the following assumptions in preparing the Interest Rate
Sensitivity Analysis: 

     1 Assets and liabilities are generally scheduled according to their 
       earliest repricing dates regardless of their contractual maturities. 
     2 Nonaccrual loans are included in the rate-sensitive category. 
     3 The scheduled maturities of mortgage-backed securities assume 
       principal prepayments on dates estimated by management, relying 
       primarily on current and concensus interest-rate forecasts in 
       conjunction with historical prepayment schedules. 
     4 Transaction and savings deposits that have no contractual maturities 
       are scheduled according to management's best estimate of their re- 
       pricing in response to changes in market rates. 




                                                                             28




INDUSTRY DEVELOPMENTS 
On September 29, 1994, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 (the "Branching Act") was enacted.  Under the Branching
Act, beginning September 29, 1995, adequately capitalized and adequately managed
bank holding companies are allowed to acquire banks across state line, without
regard to whether the transaction is prohibited by state law; however, they will
be required to maintain the acquired institutions as separately chartered
institutions.  Any state law relating to the minimum age of target banks (not to
exceed five years) will be preserved.  Under the Branching Act, the Federal
Reserve Board will not be permitted to approve any acquisition if, after the
acquisition, the bank holding company would control more than 10% of the
deposits of insured depository institutions nationwide or 30% or more of the
deposits in the state where the target bank is located.  The Federal Reserve
Board could approve an acquisition, notwithstandig the 30% limit, if the state
waives the limit either by statute, regulation or order of the appropriate state
official. 

In addition, under the Branching Act beginning on June 1, 1997, banks will be
permitted to merge with one another across state lines and thereby create a main
bank with branches in separate states.  After establishing branches in a state
through an interstate merger transaction, the bank could establish and acquire
additional branches at any location in the state where any bank involved in the
merger could have estabished or acquired branches under applicable Federal or
state law. 

Under the Branching Act, states may adopt legislation permitting interstate
mergers before June 1, 1997.  In contrast, states may adopt legislation before
June 1, 1997, subject to certain conditions, opting-out of interstate
branching.  If a state opts-out of interstate branching, no out-of-state bank
may establish a branch in that state through an acquisition or de novo, and a
bank whose home state opts-out may not participate in an interstate merger
transaction. 





















                                                                             29






Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 

Independent Auditors' Reports 
_______________________________________________________________________________ 

The Board of Directors and Stockholders 
Peoples First Corporation 

We have audited the accompanying consolidated balance sheets of Peoples First
Corporation and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1995.
These consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based upon our audits. 

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Peoples First
Corporation and subsidiaries as of December 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted accounting
principles. 


/s/ KPMG Peat Marwick LLP 

St. Louis, Missouri 
January 26, 1996 
















                                                                             30






                                                       December 31, December 31,
CONSOLIDATED BALANCE SHEETS                                   1995         1994
________________________________________________________________________________
(in thousands) 
 
ASSETS 
Cash and due from banks                                    $37,524      $39,333
Securities held for sale                                   146,322      129,682
Securities held for investment                             160,320      203,845
Loans                                                      914,497      805,947
Allowance for loan losses                                  (13,371)     (12,188)
                                                         ---------    ---------
Loans, net                                                 901,126      793,759
Excess of cost over net assets 
 of purchased subsidiaries                                   9,248       10,077
Premises and equipment                                      18,226       16,980
Other assets                                                14,830       16,880
                                                         ---------    ---------
                                                        $1,287,596   $1,210,556
                                                         =========    =========
LIABILITIES AND STOCKHOLDERS' EQUITY 
Deposits 
  Demand deposits                                          $86,360      $87,985
  Interest-bearing transaction accounts                    291,539      243,910
  Savings deposits                                          83,607       98,571
  Time deposits                                            585,598      568,117
                                                         ---------    ---------
                                                         1,047,104      998,583
Short-term borrowings                                       93,469       84,567
Long-term borrowings                                         7,757        9,536
Other liabilities                                           11,094        7,607
                                                         ---------    ---------
     Total liabilities                                   1,159,424    1,100,293

Stockholders' Equity 
  Common stock                                               7,207        6,422
  Surplus                                                   53,269       34,859
  Retained earnings                                         66,878       73,739
  Unrealized net gain (loss) on 
   securities held for sale                                    926       (4,624)
  Debt on ESOP shares                                         (108)        (133)
                                                         ---------    ---------
                                                           128,172      110,263
                                                         ---------    ---------
                                                        $1,287,596   $1,210,556
                                                         =========    =========

Fair value of securities held for investment              $165,042     $200,092
Common shares issued and outstanding                         9,225        9,062




See accompanying notes to consolidated financial statements.                 31






                                                     Year Ended December 31,
CONSOLIDATED STATEMENTS OF INCOME                1995         1994         1993
________________________________________________________________________________
(in thousands except per share data) 

INTEREST INCOME 
Interest on short-term investments               $160         $169         $335
Taxable interest on securities                 16,082       17,493       20,006
Nontaxable interest on securities               4,017        4,305        4,413
Interest and fees on loans                     78,487       62,437       56,091
                                               ------       ------       ------
                                               98,746       84,404       80,845
INTEREST EXPENSE 
Interest on deposits                           45,608       35,710       35,761
Other interest expense                          5,544        3,145        2,236
                                               ------       ------       ------
                                               51,152       38,855       37,997
                                               ------       ------       ------
Net Interest Income                            47,594       45,549       42,848
Provision for Loan Losses                       2,167        1,723        2,541
                                               ------       ------       ------
Net Interest Income after 
 Provision for Loan Losses                     45,427       43,826       40,307

Noninterest Income                              8,037        7,101        6,683
Noninterest Expense                            32,251       32,337       29,373
                                               ------       ------       ------
Income Before Income Tax Expense               21,213       18,590       17,617
Income Tax Expense                              6,446        5,465        4,807
                                               ------       ------       ------
NET INCOME                                    $14,767      $13,125      $12,810
                                               ======       ======       ======

Net Income per Common Share                     $1.57        $1.41        $1.37

Cash Dividends per Common Share                  0.50         0.41         0.36

















See accompanying notes to consolidated financial statements.                 32






<TABLE>
<CAPTION>
                                                                                Unrealized net
                                                                                gain (loss)       Debt on
CONSOLIDATED STATEMENTS OF CHANGES             Common                  Retained on securities        ESOP
 IN STOCKHOLDERS' EQUITY                        stock      Surplus     earnings held for sale      shares        Total
______________________________________________________________________________________________________________________
(in thousands, except per share data) 
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
BALANCE AT DECEMBER 31, 1992                   $6,343       32,715       54,849                      (203)      93,704
Net income                                                               12,810                                 12,810
Cash dividends declared 
  Common stock ($0.36 per share)                                         (2,452)                                (2,452)
  By pooled companies prior to merger                                      (791)                                  (791)
Common stock issued pursuant to  
 shareholder and employee plans                    38        1,147                                               1,185
Reduction of ESOP debt                                                                                 45           45
Adjustment of securities held for 
 sale to fair value                                                                    1,870                     1,870
                                               ------       ------       ------       ------       ------      -------
BALANCE AT DECEMBER 31, 1993                    6,381       33,862       64,416        1,870         (158)     106,371
Net income                                                               13,125                                 13,125
Net income for period attributable to
 change in fiscal year of subsidiary                                        335                                    335
Cash dividends declared 
  Common stock ($0.41 per share)                                         (3,231)                                (3,231)
  By pooled companies prior to merger                                      (906)                                  (906)
Common stock issued pursuant to 
 shareholder and employee plans                    41          997                                               1,038
Reduction of ESOP debt                                                                                 25           25
Change in unrealized net gain 
 (loss) on securities held for sale                                                   (6,494)                   (6,494)
                                               ------       ------       ------       ------       ------      -------
BALANCE AT DECEMBER 31, 1994                   $6,422      $34,859      $73,739      ($4,624)       ($133)    $110,263
Net income                                                               14,767                                 14,767
Cash dividends declared ($0.50 per share)                                (4,604)                                (4,604)
Common stock dividends declared                   665       16,359      (17,024)                                     0
Common stock issued pursuant to 
 shareholder and employee plans                   120        2,051                                               2,171
Reduction of ESOP debt                                                                                 25           25
Change in unrealized net gain 
 (loss) on securities held for sale                                                    5,550                     5,550
                                               ------       ------       ------       ------       ------      -------
BALANCE AT DECEMBER 31, 1995                   $7,207      $53,269      $66,878         $926        ($108)    $128,172
                                               ======       ======       ======       ======       ======      =======
</TABLE>








See accompanying notes to consolidated financial statements.                 33





<TABLE>
<CAPTION>

                                                                  Year Ended December 31,
CONSOLIDATED STATEMENTS OF CASH FLOWS                         1995         1994         1993
_____________________________________________________________________________________________
(in thousands) 
<S>                                                   <C>          <C>          <C>
OPERATING ACTIVITIES 
Net income                                                 $14,767      $13,125      $12,810
Adjustments to reconcile net income to net 
  cash provided by operating activities: 
    Depreciation and amortization                            2,752        2,557        2,337
    Net (discount accretion) premium 
     amortization                                              953        1,372        2,352
    Provision for loan losses                                2,167        1,723        2,541
    Net (increase) decrease in loans 
     held for sale                                            (553)         348          737
    Provision for deferred income taxes                       (316)        (932)      (1,312)
    Other, net                                               2,449        1,812        1,489
                                                            ------       ------       ------
Net Cash Provided by Operating 
  Activities                                                22,219       20,005       20,954

INVESTING ACTIVITIES 
Net decrease in short-term investments                           0        3,100       12,425
Proceeds from sales of securities 
  held for sale                                             12,086       11,885       21,897
Proceeds from maturities, calls and
  prepayments of securities held for sale                    4,000       14,100        2,950
Proceeds from maturities, calls and
  prepayments of securities held for investment             30,307       35,853       51,836
Principal collected on mortgage-backed 
  securities held for sale                                   9,045       22,686       17,537
Principal collected on mortgage-backed 
  securities held for investment                            14,332       21,514       30,218
Purchase of securities held for sale                       (33,033)     (39,854)     (40,432)
Purchase of securities held for investment                  (1,775)     (35,448)     (64,185)
Net increase in loans                                     (109,011)    (102,714)     (80,647)
Purchases of premises and equipment                         (3,190)      (2,018)      (1,661)
                                                            ------       ------       ------
Net Cash Used by Investing Activities                      (77,239)     (70,896)     (50,062)

                                                                                   continued











See accompanying notes to consolidated financial statements.                 34




CONSOLIDATED STATEMENTS OF                                        Year Ended December 31,
 CASH FLOWS - CONTINUED                                       1995         1994         1993
_____________________________________________________________________________________________
(in thousands) 

FINANCING ACTIVITIES 
Net increase in deposits                                   $48,521       $5,687      $15,967
Net increase in other short-term borrowings                  8,903       52,065       12,891
Proceeds from long-term borrowings                             139        5,177        9,692
Repayments of long-term borrowings                          (1,919)     (12,196)      (9,255)
Proceeds from issuance of common stock                       1,418          495          661
Cash dividends paid                                         (3,851)      (3,595)      (2,805)
                                                            ------       ------       ------
Net Cash Provided by Financing Activities                   53,211       47,633       27,151
                                                            ------       ------       ------
Cash and Cash Equivalents 
  Decrease                                                  (1,809)      (3,258)      (1,957)
  Beginning of Year                                         39,333       42,591       44,548
                                                            ------       ------       ------
  End of Year                                              $37,524      $39,333      $42,591
                                                            ======       ======       ======

SUPPLEMENTAL DISCLOSURES 
Cash paid for interest expense                             $48,642      $38,409      $38,435
Cash paid for income taxes                                   5,558        6,556        6,508

NONCASH INVESTING AND FINANCING TRANSACTIONS 
Other real estate transferred 
  to (from) loans, net                                         (30)          84          544
Dividends reinvested                                           753          542          438




</TABLE>


















See accompanying notes to consolidated financial statements.                 35






1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
Peoples First Corporation (Company) through its subsidiaries, Peoples First
National Bank and Trust Company and First Kentucky Federal Savings Bank,
operates principally in a single business segment offering a full range of
banking services to individual and corporate customers in the western Kentucky
and contiguous interstate area.  The Company and the subsidiary banks are
subject to the regulations of various Federal and state agencies and undergo
periodic examination by regulators. 

The accounting policies and reporting practices of the Company are based upon
generally accepted accounting principles and conform to predominant practices
within the banking industry.  In preparing financial statements, management is
required to make assumptions and estimates which affect the Company's reported
amounts of assets and liabilities and the results of operations.  Estimates and
assumptions involve future events and may change. 

The more significant accounting policies are summarized below. 

BASIS OF PRESENTATION 
The consolidated financial statements include the accounts of the parent company
and its subsidiaries.  All significant intercompany balances and transactions
have been eliminated.  Prior period financial statements are also restated to
include the accounts of companies which are acquired and accounted for as
pooling of interests.  Results of operations of companies acquired subject to
purchase accounting are included from the dates of acquisition.  In accordance
with purchase accounting, assets and liabilities of purchased companies are
stated at fair values, less accumulated amortization and depreciation since the
dates of acquisition.  The excess of cost over fair value of the net assets
acquired is being amortized on the straight-line method over a fifteen-year
period. 

SECURITIES HELD FOR SALE AND INVESTMENT 
At acquisition, securities are classified into one of three categories: trading,
held for sale or investment.  Transfers of debt securities between categories
are recorded at fair value at the date of transfer.  Unrealized gains or losses
associated with transfers of debt securities from the investment to the held for
sale category are recorded and maintained as a separate component of stock-
holders' equity.  The unrealized gains or losses included as a separate
component of stockholders' equity for debt securities transferred to the
investment from the held for sale category are maintained and amortized into
earnings over the remaining life of the debt securities as an adjustment to
yield in a manner consistent with the amortization or accretion of premiums or
discounts on the associated securities. 

Trading securities are bought and held principally with the intention of selling
them in the near term.  The Company currently has no trading securities.
Securities that are being held for indefinite periods of time, including secur-
ities that management intends to use as a part of its asset/liability strategy,
or that may be sold in response to changes in interest rates, changes in prepay-
ment risk, to meet liquidity needs, the need to increase regulatory capital or



                                                                             36






other similar factors, are classified as securities held for sale and are stated
at fair value.  Fair value is based on market prices quoted in financial publi-
cations or other independent sources.  Net unrealized gains or losses are
excluded from earnings and reported, net of applicable income taxes, as a
separate component of stockholders' equity until realized.  Securities for which
the Company has the ability and positive intent to hold until maturity are
classified as securities held for investment and are carried at cost, adjusted
for amortization of premiums and accretion of discounts, which are recognized as
adjustments to interest income on the level yield method. 

Certain changes in circumstances and other events that are isolated,
nonrecurring and unusual for the Company that could not have been reasonably
anticipated may cause the Company to change its intent to hold a certain
security to maturity without necessarily calling into question its intent to
hold other securities for investment. 

Realized gains or losses on securities held for sale or investment are accounted
for using the specific security.  A decline in the fair value of any security
held for sale or investment below cost that is deemed other than temporary
results in a charge to earnings and the establishment of a new cost basis for
the security.  Mortgage-backed securities represent a significant portion of the
security portfolios.  Amortization of premiums and accretion of discounts on
mortgage-backed securities are analyzed in relation to the corresponding
prepayment rates, both historical and estimated, using a method which
approximates the level yield method. 

LOANS RECEIVABLE 
Loans receivable held for investment are carried at cost, as the Company has the
ability and it is management's intention to hold them to maturity.  Interest on
commercial and real estate mortgage loans is accrued if deemed collectible and
credited to income based upon the principal amount outstanding.  Consumer
installment loans are generally made on a discount basis.  The unearned discount
attributable to these loans is credited to income using a method which approxi-
mates the level yield method.  Mortgage loans originated principally under
programs with the Government National Mortgage Association (GNMA) or the Federal
National Mortgage Association (FNMA) and held for sale are carried at the lower
of cost or market value. 

The Company evaluates the collectibility of both contractual interest and
contractual principal of all receivables when assessing the need for loss
recognition.  When in the opinion of management the collection of interest on a
loan is unlikely or when either principal or interest is past due over 90 days,
that loan is generally placed on nonaccrual status.  When a loan is placed in
nonaccrual status, accrued interest for the current period is reversed and
charged against earnings and accrued interest from prior periods is charged
against the allowance for loan losses.  A loan remains on nonaccrual status
until the loan is current as to payment of both principal and interest and/or
the borrower demonstrates the ability to pay and remain current.  Interest
payments received on nonaccrual loans are applied to principal if there is any
doubt as to the collectibility of total principal, otherwise these payments are
recorded as interest income. 


                                                                             37






The Company recognizes interest income on nonaccrual impaired loans equal to the
amount of interest received, if any, in cash.  All changes in the present value
of estimated future cash flows are recorded as an adjustment to the allowance
for loan losses and ultimately the provision for loan losses.  No interest
income is recognized for changes in present value attributable to the passage of
time. 

During May 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing
Rights", (FAS 122) which requires that a mortgage banking enterprise recognize
as separate assets the rights to service mortgage loans for others at the
orgination or purchase date of the loans when the enterprise has definitive
plans to sell or securitize the loans and retain the mortgage servicing rights,
assuming the fair value of the loans and servicing rights may be practically
estimated.  Otherwise, servicing rights should be recognized when the underlying
loans are sold or securitized, using an allocation of total cost of the loans
based on the relative fair values at the date of sale.  FAS 122 also requires an
assessment of capitalized mortgage servicing rights for impairment to be based
on the current fair value of those rights.  FAS 122 is required to be applied
prospectively in fiscal years beginning after December 15, 1995.  The Company
does not believe FAS 122 will have a material effect on its financial position. 

ALLOWANCE FOR LOAN LOSSES 
The allowance for loan losses is increased by provisions for loan losses charged
to operations and is maintained at a level adequate to absorb estimated credit
losses associated with the loan portfolio, including binding commitments to lend
and off-balance sheet credit instruments.  The allowance for loan losses is
decreased by charge offs, net of recoveries.  At the end of each quarter, or
more frequently if warranted, management uses a systematic, documented approach
in determining the appropriate level of the allowance for loan losses.
Management's approach provides for general and specific allowances and is based
upon current economic conditions, past loan loss experience, collection
experience, risk characteristics of the loan portfolio, assessment of collateral
values and such other factors which in management's judgement deserve current
recognition in estimating potential loan losses. 

The Company adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan", (FAS 114) and Statement of
Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment
of a Loan - Income Recognition and Disclosures", (FAS 118) effective for the
year beginning January 1, 1995.  As a result of applying FAS 114, as amended by
FAS 118, certain impaired loans subject to the statements are reported at the
present value of expected future cash flows discounted at the loan's effective
interest rate, or at the loan's observable market price or the fair value of the
collateral if the loan is collateral dependent, by allocating a portion of the
allowance for loan losses to such loans.  If these allocations cause the
allowance for loan losses to be increased, such increase is recorded as
provision for loan losses.  No adjustment to the provision for loan losses was
required due to the adoption of FAS 114 and FAS 118 in the first quarter of
1995. 



                                                                             38






EXCESS OF COST OVER NET ASSETS OF PURCHASED SUBSIDIARIES 
Net assets of subsidiaries acquired in purchase transactions are recorded at
fair value at the date of acquisition.  The excess of cost over net assets
acquired is amortized by systematic charges in the statement of income over the
period benefited.  Management evaluates the periods of amortization continually
to determine whether later events and circumstances warrant revised estimates.
Currently, amortization is provided on a straight-line basis over fifteen years.
Accumulated amortization was $3.2 million at December 31, 1995 and $2.4
million at December 31, 1994 and amortization expense was $829,884 for each of
the years ended December 31, 1995, 1994 and 1993. 

PREMISES AND EQUIPMENT 
Premises and equipment are stated at cost, less accumulated depreciation and
amortization.  The provision for depreciation and amortization is computed using
the straight-line method over the estimated useful lives of the assets.  Esti-
mated useful lives on buildings range from ten to thirty years and two to ten
years on equipment.  Leasehold improvements are amortized over the term of the
related leases.  Expenditures for major renewals and betterments of premises and
equipment are capitalized and those for maintenance and repairs are expensed as
incurred. 

OTHER REAL ESTATE 
Real estate acquired through foreclosure or deed in lieu of foreclosure is in-
cluded in other assets, and is recorded at the lower of cost or the property's
fair value at the time of foreclosure less estimated disposal costs, if any.
The excess of cost over fair value of other real estate at the date of
acquisition is charged to the allowance for loan losses.  Subsequent reductions
in carrying value to reflect current fair value and any other period costs are
charged to expense as incurred. 

FINANCIAL INSTRUMENTS 
During October 1994, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 119, "Disclosure about Derivative
Financial Instruments and Fair Value of Financial Instruments" (FAS 119). FAS
119 requires disclosure about the amounts, nature and terms of derivative
financial instruments that are not subject to FAS 105, "Disclosure of
Information about Financial Instruments with Off-Balance Sheet Risks and
Financial Instruments with Concentrations of Credit Risk".  FAS 119 requires
that a distinction be made between financial instruments held or issued for
trading purposes and financial instruments held or issued for purposes other
than trading. 

FAS 119 was effective for financial statements issued for fiscal years after
December 31, 1994.  The Company's adoption of FAS 119 had no effect on the
consolidated financial statements other than the required disclosure with
respect to fixed rate loan commitments. 

INCOME TAXES 
Income tax expense is reported as the total of current income taxes payable and
the net change in deferred income taxes payable provided for temporary
differences.  Deferred income taxes reflect the net tax effects of temporary


                                                                             39






differences between the carrying values of assets and liabilities for financial
reporting purposes and the values for income tax purposes.  Deferred income
taxes are recorded at the statutory Federal rates in effect at the time that the
temporary differences are expected to reverse.  The measurement of deferred tax
assets is reduced, if necessary, by the amount of any tax benefits that, based
upon management's judgment of available evidence, are not expected to be
realized.  The significant components of deferred tax assets and liabilities are
principally related to unrealized net gain or loss on securities, provision for
loan losses, amortization of premiums on debt securities, depreciation and
deferred compensation.  The Company files a consolidated Federal income tax
return which includes all of its subsidiaries. 

PER COMMON SHARE DATA 
Share and per share information have been adjusted to give effect to stock
splits and stock dividends in the three years ended December 31, 1995, including
the 5% stock dividend declared in Janaury 1996, and payable in March 1996.  Net
income per common share is determined by dividing net income by the weighted
average number of common shares actually outstanding and common stock
equivalents pertaining to common stock options.  The average number of shares
outstanding including common stock equivalents for 1995, 1994 and 1993 were
9,382,546, 9,302,057 and 9,321,178, respectively.  Common stock equivalents have
no material dilutive effect. 

CASH AND CASH EQUIVALENTS 
For purposes of the consolidated statements of cash flows, the Company considers
cash and due from banks and highly liquid securities puchased with a maturity
of three months or less to be cash equivalents. 

RECLASSIFICATIONS 
Certain amounts in the 1994 and 1993 consolidated financial statements have been
reclassified to conform with the 1995 presentation.  The reclassifications had
no effect on previously reported stockholders' equity or net income. 

2.  BUSINESS COMBINATIONS 
During the three year period ended December 31, 1995, the Company was a party to
two business combinations. 

On March 10, 1994, the Company consummated the acquisition of First Kentucky
Bancorp, Inc.  (First Kentucky) and First Kentucky Federal Savings Bank, a
wholly owned subsidiary of First Kentucky.  The Company acquired all of the
outstanding shares of First Kentucky in exchange for 1,025,098 shares of Peoples
First Corporation common stock.  First Kentucky's six locations are immediately
east of the market area served by the Company's other subsidiary banks.  The
consolidated financial satements for December 31, 1993 include the accounts of
First Kentucky for their fiscal year ended September 30, 1993.  For the year
ended December 31, 1994, consolidated retained earnings were increased $334,814
due to the change in First Kentucky's year end to December 31.  For the three
months ended December 31, 1993, First Kentucky had revenues of $3.0 million,
expenses of $2.7 million and net income of $334,814.  Immediately prior the
acquisition, First Kentucky had total assets of approximately $176.8 million. 



                                                                             40






On October 7, 1994, the Company consummated the acquisition of Libsab Bancorp,
Inc.  (Libsab) and Liberty Bank and Trust, a wholly owned subsidiary of Libsab.
The Company acquired all of the outstanding shares of Libsab in exchange for
1,188,333 shares of Peoples First Corporation common stock.  Libsab's three
locations are part of the market area served by the Company's other subsidiary
banks.  During 1995, Liberty Bank & Trust was merged into Peoples First National
Bank and Trust Company.  Immediately prior to the acquisition, Libsab had total
assets of approximately $141.9 million. 

The two aforementioned acquisitions have been accounted for as pooling of
interests, and accordingly, the accompanying consolidated financial statements
have been restated. 

The following table shows the results of operations of the previously separate
entities for the period prior to combination: 
                                                             First
Results of Operations            Company       Libsab     Kentucky     Combined
_______________________________________________________________________________
(in thousands) 

     1993 
     Total revenue               $37,586       $5,911       $6,034      $49,531
     Net income                    9,534        1,520        1,756       12,810

Merger expenses of approximately $561,000 and $145,000 related to the above
acquisitions were charged to expense during 1994 and 1993, respectively.  The
after-tax impact of these expenses on earnings per share was $0.06 and $0.02 for
1994 and 1993, respectively. 

3.  CASH AND DUE FROM BANKS 
The Company's bank subsidiaries are required to maintain certain reserve
balances in accordance with Federal Reserve Board requirements.  The reserve
balances maintained in accordance with such requirements as of December 31, 1995
and 1994 were $11.5 million and $8.2 million, respectively. 

4.  SECURITIES HELD FOR SALE AND INVESTMENT 
The amortized cost and fair value of securities held for sale as of 
December 31, 1995 and 1994 are summarized as follows: 

                                                Gross        Gross
Securities Held For Sale       Amortized   unrealized   unrealized         Fair
December 31, 1995                   cost        gains       losses        value
_______________________________________________________________________________
(in thousands) 

U.S. treasury and agencies       $48,370         $467        ($116)     $48,721
Mortgage-backed securities        84,591        1,220         (273)      85,538
Federal Home Loan Bank 
 stock                            10,534          105            0       10,639
Federal Reserve Bank stock         1,424            0            0        1,424
                                 -------      -------      -------      -------
                                $144,919       $1,792        ($389)    $146,322
                                 =======      =======      =======      =======
                                                                             41






                                                Gross        Gross
Securities Held For Sale       Amortized   unrealized   unrealized         Fair
December 31, 1994                   cost        gains       losses        value
_______________________________________________________________________________
(in thousands) 

U.S. treasury and agencies       $58,891           $0      ($3,321)     $55,570
Mortgage-backed securities        69,304           39       (3,663)      65,680
Federal Home Loan Bank 
 stock                             8,248            0          (60)       8,188
Federal Reserve Bank stock           244            0            0          244
                                 -------      -------      -------      -------
                                $136,687          $39      ($7,044)    $129,682
                                 =======      =======      =======      =======

The amortized cost and fair value of securities held for investment as of
December 31, 1995 and 1994 are summarized as follows: 

Securities                                      Gross        Gross
  Held for Investment          Amortized   unrealized   unrealized         Fair
December 31, 1995                   cost        gains       losses        value
_______________________________________________________________________________
(in thousands) 

U.S. treasury and agencies       $23,894         $187         ($13)     $24,068
Mortgage-backed securities        73,357          891          (88)      74,160
State and political 
 subdivisions                     62,569        3,843         (102)      66,310
Other                                500            4            0          504
                                 -------      -------      -------      -------
                                $160,320       $4,925        ($203)    $165,042
                                 =======      =======      =======      =======


Securities                                      Gross        Gross
  Held for Investment          Amortized   unrealized   unrealized         Fair
December 31, 1994                   cost        gains       losses        value
_______________________________________________________________________________
(in thousands) 

U.S. treasury and agencies       $45,709           $3        ($539)     $45,173
Mortgage-backed securities        87,803           33       (3,481)      84,355
State and political 
 subdivisions                     67,334        1,579       (1,329)      67,584
Other                              2,999            3          (22)       2,980
                                 -------      -------      -------      -------
                                $203,845       $1,618      ($5,371)    $200,092
                                 =======      =======      =======      =======

Proceeds from sales of securities during 1995, 1994 and 1993 were $12,085,690,
$11,885,303 and $21,897,188, respectively.  Gross gains of $178,143, $62,309 and
$252,056 and gross losses of $0, $0 and $21,414 were realized on those sales
during 1995, 1994 and 1993, respectively. 
                                                                             42






The amortized cost, estimated fair value and the weighted average yield of
securities held for sale and held for investment at December 31, 1995, by
contractual maturity, are shown below.  Actual maturities will differ from the
depicted maturities because of the borrowers' right to call or prepay
obligations with or without prepayment penalties.  Contractual maturities are
not presented for mortgage-backed securities, as these securities are
particularly exposed to prepayments.  Management evaluates, on an ongoing
basis, the potential maturities for asset/liability purposes.  Yields on
tax-exempt obligations have not been computed on a tax-equivalent basis. 

Securities Held for Sale                                               Weighted
  Maturity Distribution                     Amortized         Fair      average
December 31, 1995                                cost        value        yield
_______________________________________________________________________________
(in thousands) 

U.S. treasury and agencies 
  1 year or less                              $19,931      $20,001         6.04%
  Over 1 through 5 years                       28,439       28,720         5.70
Mortgage-backed securities                     84,591       85,538         6.53
Federal Home Loan Bank 
 stock                                         10,534       10,639         7.13
Federal Reserve Bank stock                      1,424        1,424         6.00
                                              -------      -------
                                             $144,919     $146,322         6.29%
                                              =======      =======


Securities Held for Investment                                         Weighted
  Maturity Distribution                     Amortized         Fair      average
December 31, 1995                                cost        value        yield
_______________________________________________________________________________
(in thousands) 

U.S. treasury and agencies 
  1 year or less                              $18,860      $18,998         6.46%
  Over 1 through 5 years                        5,034        5,070         6.00
Mortgage-backed securities                     73,357       74,160         6.62
State and political sudivisions 
  1 year or less                                3,779        3,803         6.18
  Over 1 through 5 years                       18,976       19,979         6.13
  Over 5 through 10 years                      25,389       27,385         6.54
  Over 10 years                                14,425       15,143         5.75
Other 
  1 year or less                                  100          100         8.25
  Over 10 years                                   400          404         8.65
                                              -------      -------
                                             $160,320     $165,042         6.43%
                                              =======      =======




                                                                             43






At December 31, 1995 and 1994, securities with carrying values of approxi-
mately $145.1 million and $135.4 million, respectively, were pledged to secure
repurchase agreements, public and trust deposits and for other purposes as
required by law. 

5.  LOANS 
The Company's lending activities are concentrated primarily in western Kentucky,
southern Illinois, northwestern Tennessee and southeastern Missouri.  The loan
portfolio is well diversified and consists of business loans extending across
many industry types, as well as loans to individuals.  As of December 31, 1995
and 1994, total loans to any group of customers engaged in similar activities
and having similar economic characteristics, as defined by standard industrial
classifications, did not exceed 10% of total loans, although the geographical
concentration is a necessary factor for regional banks. 

Major classification of loans are as follows: 

December 31,                                                  1995         1994
_______________________________________________________________________________
(in thousands) 

Commercial, financial and agricultural                    $113,929     $111,929
Real estate 
  Construction                                              19,386       19,421
  Residential mortgage                                     364,607      318,551
  Commercial mortgage                                      158,429      139,629
Consumer, net of unearned income of $12,980 and  
 $11,340 at December 31, 1995 and 1994 
                                                           255,975      214,309
Loans held for sale                                            708          156
Other                                                        1,463        1,952
                                                           -------      -------
                                                          $914,497     $805,947
                                                           =======      =======



















                                                                             44






The Company evaluates each customer's creditworthiness on a case by case basis.
The amount of collateral obtained, if deemed necessary by the Company upon
extension of credit, is based on management's credit evaluation of the borrower.
Collateral varies but may include accounts receivable, inventory, property,
plant and equipment, income producing commercial properties, real estate and
other property owned by the borrowers. 

Activity in the allowance for loan losses was as follows for the three-year
period ended December 31, 1995: 


Allowance for Loan Losses 
Year Ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(in thousands) 

Balance at beginning of year                  $12,188      $10,715       $8,606
Provision charged to expense                    2,167        1,723        2,541
Loans charged off                              (1,307)        (686)      (1,044)
Recoveries of loans 
 previously charged off                           323          436          612
                                               ------       ------       ------
Net loans charged off                            (984)        (250)        (432)
                                               ------       ------       ------
Balance at end of year                        $13,371      $12,188      $10,715
                                               ======       ======       ======

Nonaccrual and renegotiated loans totaled $4.7 million and $3.3 million at
December 31, 1995 and 1994, respectively.  Beginning in 1995, loans except,
large groups of smaller-balance homogeneous loans, for which the full collection
of principal and interest is not probable, or a delay in payments is expected,
are evaluated for impairment.  The Company measures and reports impaired loans
that are within the scope of FAS 114 at either the present value of expected
future cash flows discounted at the loan's effective rate, the market price of
the loan, or fair value of the underlying collateral if the loan is collateral
dependent.  Prior accounting did not discount cash flows and only considered
loss of principal, not loss of interest, when measuring troubled loans.
Information regarding impaired loans at December 31, 1995 is as follows: 















                                                                             45






Impaired Loans 
December 31,                                                  1995
__________________________________________________________________
(in thousands) 

Balance of impaired loans                                   $4,109
Less portion for which no allowance 
 for loan losses is alloacated                                 308
                                                            ------
Portion of impaired loan balance for 
 which an allowance for loan losses 
 is allocated                                               $3,801
                                                            ======
Portion of allowance for loan losses 
 allocated to the impaired loan balance                       $829
                                                            ======

Information regarding impaired loans is as follows for the year ended 
December 31, 1995: 

Impaired Loans 
Year Ended December 31,                                       1995
__________________________________________________________________
(in thousands) 

Average investment in impaired loans                        $4,258
Interest income recognized on 
 impaired loans                                                378
Interest income recognized on 
 impaired loans on cash basis                                    0


Certain officers and directors of the Company and its subsidiaries and certain
corporations and individuals related to them incurred indebtedness in the form
of loans as customers.  These loans were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other customers and did not involve more than the
normal risk of collectibility.  The activity of these loans during the years
ended December 31, 1995 and 1994 is summarized below: 

Loans to Officers and Directors 
Year Ended December 31,                                       1995         1994
_______________________________________________________________________________
(in thousands) 

Balance at beginning of year                               $11,825      $20,663
Additions                                                    2,165        4,230
Repayments                                                    (631)      (1,087)
Changes in officer and director status                          86      (11,981)
                                                            ------       ------
Balance at end of year                                     $13,445      $11,825
                                                            ======       ======

                                                                             46






6.  PREMISES AND EQUIPMENT 
A summary of premises and equipment is as follows: 

December 31,                                                  1995         1994
_______________________________________________________________________________
(in thousands) 

Land                                                        $2,394       $2,264
Buildings                                                   18,421       17,502
Equipment                                                   12,432       11,157
Leasehold improvements                                         985        1,084
Construction in progress                                       764          156
                                                            ------       ------
                                                            34,996       32,163
Accumulated depreciation and amortization                  (16,770)     (15,183)
                                                            ------       ------
                                                           $18,226      $16,980
                                                            ======       ======

The amount of depreciation and amortization related to premises and equipment
that was charged to operating expenses in 1995, 1994 and 1993 was $1,857,202,
$1,650,659 and $1,426,263, respectively. 

7.  SHORT-TERM BORROWINGS 
Federal funds purchased and repurchase agreements generally represent borrowings
with overnight maturities as do certain short-term advances from the Federal
Home Loan Bank (FHLB) of Cincinnati.  Information pertaining to the subsidiary
banks' short-term borrowings is summarized below: 

Short-term Borrowings                            1995         1994         1993
________________________________________________________________________________
(dollars in thousands) 

Federal funds purchased 
  Average balance                             $13,414      $21,171      $10,980
  Year end balance                             15,100       41,500       12,600
  Highest month-end balance                    35,000       41,500       23,700
  Average interest rate                          6.07%        4.63%        3.23%
  Year end interest rate                         5.60%        6.12%        3.30%
Repurchase agreements 
  Average balance                             $25,794      $22,702      $20,781
  Year end balance                             23,869       21,567       19,902
  Highest month-end balance                    32,120       24,090       22,883
  Average interest rate                          4.64%        3.50%        3.23%
  Year end interest rate                         4.05%        4.08%        3.27%
Short-term FHLB advances 
  Average balance                             $46,733       $7,581           $0
  Year end balance                             54,500       21,500            0
  Highest month-end balance                    54,500       21,500            0
  Average interest rate                          6.19%        5.18%          --
  Year end interest rate                         5.85%        6.16%          --


                                                                             47






At December 31, 1995, the subsidiary banks had total lines-of-credit for Federal
funds purchased from unaffiliated banks of $54.0 million, of which $38.9 million
was undrawn and available. 

8.  LONG-TERM BORROWINGS 
Information pertaining to long-term borrowings is summarized below: 

December 31,                                     1995         1994
__________________________________________________________________
(in thousands) 

Parent Company 
  Bank loan for subsidiary acquisition             $0       $1,530
Subsidiaries 
  Federal Home Loan Bank advances               7,649        7,873
  Employee Stock Ownership Plan debt              108          133
                                               ------       ------
                                               $7,757       $9,536
                                               ======       ======

In May 1993, the Company obtained a $10,200,000 loan commitment from a regional
bank, which was used to retire short-term notes and other bank debt originally
used in the acquisition of a subsidiary bank.  Interest, payable quarterly at
the lender's prime rate, was adjustable on a daily basis (8.50% at December 31,
1994).  The note provided for quarterly principal payments of $261,604 and a
final maturity in May 2004.  The Company retired the debt during 1995. 

The subsidiary banks obtain various short-term and long-term advances from the
FHLB under Blanket Agreements for Advances and Security Agreements (Agreements).
The Agreements entitle the subsidiary banks to borrow funds from the FHLB to
fund mortgage loan programs and satisfy other funding needs.  Of the long-term
advances at December 31, 1995, all were at fixed interest rates ranging from
5.55% to 8.10%.  FHLB advances are collateralized by the subsidiary banks' FHLB
stock they are required to own, other securities in the approximate amount of
$13.0 million and certain single-family first mortgage loans in the approximate
amount of $269.0 million.  As members of the FHLB system, the Company's
subsidiary banks must hold a minimum of FHLB stock equal to one percent of home
mortgage related assets.  Additional FHLB stock ownership is required as the
level of advances increase.  The subsidiary banks are in compliance with the
FHLB stock ownership requirements with a total required investment of $7.5
million at December 31, 1995.  The long-term advances provide for scheduled
monthly payments but may be prepaid at the option of the subsidiary banks with
the payment of a premium. 

One of the Company's subsidiaries is obligated to pay, through annual contri-
butions and dividends to their Employee Stock Ownership Plan, a note payable to
an unaffiliated financial institution.  An original amount of $253,570 was
borrowed in May 1991.  The loan is secured by the pledge of certain shares of
the stock of the subsidiary.  Interest is payable quarterly at the lender's
prime rate less 0.50% which can be adjusted daily (9.75% at December 31, 1995
and 9.50% at December 31, 1994).  The note provides for annual principal
payments of $25,357 and a final maturity in May 2001. 

                                                                             48






Annual minimum principal repayment requirements for long-term borrowings for the
years 1996 through 2000 are $435,350, $470,913, $426,343, $459,106 and $468,359,
respectively. 

9.  FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK 
The Company is a party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit and standby
letters of credit.  The Company's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for commitments to
extend credit and standby letters of credit is represented by the contractual
amount of those instruments. 

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.  Standby
letters of credit are conditional commitments issued by the Company to guarantee
the performance of a customer to a third party.  These off-balance-sheet
financial instruments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since some of the financial
instruments may expire without being drawn upon, the total amounts do not
necessarily represent future cash requirements.  Commitments to extend credit
and standby letters of credit are subject to the same underwriting and collater-
alizing standards as on-balance-sheet items. 

Contractual commitments to extend credit and standby letters of credit at
December 31, 1995 and 1994 are summarized as follows: 

Financial Instruments with 
  Off-Balance-Sheet Risk 
December 31,                                                  1995         1994
_______________________________________________________________________________
(in thousands) 

Contractual commitments to extend credit                  $115,788     $101,132
Standby letters of credit                                   10,894        4,327

Of the total commitments to extend credit at December 31, 1995 and 1994, $99,072
and $0, respectively, represent fixed-rate loan commitments. 

10.  EMPLOYEE BENEFITS 
The Company maintains two noncontributory Employee Stock Ownership Plans (ESOP)
and an employer matching 401(k) Plan.  The plans cover substantially all of
the Company's employees. 

Employer contributions to the ESOPs are determined annually by the Company's
board of directors and were $215,360, $201,696 and $208,983 for the years ended
1995, 1994 and 1993, respectively.  The ESOP's investments include 307,142 and
281,348 shares of the Company's common stock at December 31, 1995 and 1994,
respectively. 




                                                                             49






Under the 401(k) Plan, participants may voluntarily contribute a percentage of
their salary through payroll deductions.  The Company is currently committed to
make contributions to the 401(k) Plan annually in an amount equal to 100% of the
first 3% contribution of each participant's base salary.  For the years ended
December 31, 1995, 1994 and 1993, the Company's required matching contribution
amounted to $243,924, $225,583 and $184,472, respectively.  Employees have
several investment options in which contributions may be invested. 

The terms of the acquisitions, as described in Note 2., provided for the termi-
nation of the defined benefit retirement plans of Liberty Bank & Trust
(Liberty) and First Kentucky Federal Savings Bank (First Federal) as soon as
reasonably practicable.  Liberty's and First Federal's defined benefit
retirement plans will be terminated.  Liberty's employees became eligible to
participate in the Company's ESOP and 401(k) plans during 1995.  First Federal's
employees remain covered by a previously existing ESOP and became eligible to
participate in the Company's 401(k) Plan during 1994.  The respective fair value
of defined benefit retirement plan assets will be distributed to Liberty's and
First Federal's employees as soon as Internal Revenue Service and Department of
Labor requirements are met.  The plan terminations should have no material
financial effect on the Company. 

Post retirement benefits other than pensions are not provided for the Company's
employees.  Eligible retired employees may for a period of time maintain certain
health care benefits through policies of the Company at the retired employee's
expense.  There was no cost for employee benefits for retired employees in 1995,
1994 and 1993. 

11.  STOCKHOLDERS' EQUITY 

AUTHORIZED CAPITAL STOCK 
The Company has six million authorized shares of no par preferred stock and
thirty million authorized shares of no par, $0.7812 stated value common stock. 

SHARE PURCHASE RIGHTS PLAN 
In January of 1995, the Board of Directors of the Company adopted a Share
Purchase Rights Plan and distributed a dividend of one Preferred Share Purchase
Right (Right) for each outstanding common share of the Company and for each
common share issued thereafter.  The Rights are generally designed to deter
coercive takeover tactics and to encourage all persons interested in acquiring
control of the Company to deal with each shareholder on a fair and equal basis.
Each Right trades in tandem with its respective share of common stock until the
occurrence of certain events, in which case it would separate from the common
stock and entitle the registered holder, subject to the terms of the Rights
Agreement, to purchase certain equity securities at a price below their market
value.  The Company has not issued any of the authorized no par preferred stock.







                                                                             50







DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN 
In 1987, the Board of Directors of the Company adopted the Peoples First
Corporation Share Owner Dividend Reinvestment and Stock Purchase Plan (DRIP),
and amended the plan during 1994.  The DRIP provides for the issuance of
1,146,600 shares of authorized but previously unissued common stock.  On certain
investment dates, shares may be purchased with all or a portion of reinvested
dividends or with optional cash payments not to exceed $3,000.  The price of
shares purchased pursuant to the DRIP is the average market price reported by
NASDAQ for the last five trading days of the month preceding the dividend
payment month.  At December 31, 1995 and 1994, 791,189 shares and 859,625
shares were reserved for issuance under the DRIP.  Shares issued under the DRIP
totaled 68,436, 44,781 and 37,388 shares in 1995, 1994 and 1993, respectively. 

STOCK OPTION PLAN 
The Peoples First Corporation 1986 Stock Option Plan (Option Plan), as amended
in 1994, authorizes the granting to key employees of the Company incentive stock
options and nonqualified stock options to purchase common stock of the Company
at market value at the time the options are granted.  Shares sold under the
Option Plan may be either unissued authorized shares or shares reacquired by the
Company.  Options granted are exercisable, subject to vesting and other
requirements, at varying times from the first through the tenth year after the
grant date.  Optionees may exercise their options with cash or with shares of
the Company's common stock.  Currently, no compensation cost is recognized for
the Company's Option Plan.  Outstanding stock options are considered common
stock equivalents in the computation of net income per common share. 
<TABLE>
<CAPTION>

                                             -------- 1995 --------    -------- 1994 --------    -------- 1993 --------
                                                Number       Option       Number       Option       Number       Option
Stock Option Plan Activity                   of shares        price    of shares        price    of shares        price
_______________________________________________________________________________________________________________________
<S>                                      <C>          <C>          <C>          <C>          <C>          <C>
Outstanding at beginning of year              574,137  $4.54-$22.68     492,773  $4.54-$15.31     417,825  $4.54- $11.22
  Granted                                      41,475  22.38             99,225  17.69- 22.68      98,123  14.74-  15.31
  Exercised                                  (108,839)  6.92- 14.74     (13,892)  4.54- 14.74     (16,119)  6.72-  11.22
  Expired                                     (23,858)  8.50- 22.68      (3,969) 14.74- 22.68      (7,056)  6.77-  11.22
                                              -------                   -------                   -------
Outstanding at end of year                    482,915  $4.54-$22.68     574,137  $4.54-$22.68     492,773  $4.54-$15.31
                                              =======                   =======                   =======

Exercisable at end of year                    275,956                   303,796                   223,367
Reserved for future grant                     183,198                   184,568                    35,082
</TABLE>
During October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (FAS 123).  For fiscal years beginning after December 15, 1995,
FAS 123 requires new footnote disclosures about stock compensation awards based
upon their fair value on the date granted.  FAS 123 also permits companies to
switch to the fair value method to record compensation costs for new and
modified employee stock options.  The footnote disclosure requirements include
provisions to show pro forma net income and net income per share as if the fair
value accounting had been adopted.  The Company plans to continue its current


                                                                             51




accounting practices and not elect to recognize compensation costs in the
consolidated statements of income.  Pro forma disclosures will be provided in
1996. 

RETAINED EARNINGS RESTRICTION 
In connection with the Company's savings bank subsidiary conversion from mutual
to stock form of ownership during 1991, the subsidiary restricted the amount of
retained earnings at that date by establishing a liquidation account equal to
$6,750,000 for the purpose of granting to eligible depositors a priority in the
event of future liquidation.  Only in such an event, an eligible depositor who
continues to maintain an account will be entitled to receive a distribution from
the liquidation account.  The total amount of the liquidation account decreases
in an amount proportionately corresponding to decreases in the deposit account
balances of the eligible account holders. 

DIVIDEND LIMITATIONS 
Payment of dividends by the subsidiary banks, which is the principal source of
funds for payment of cash dividends by the Company to its shareholders, are
subject to various national and/or state regulatory restrictions.  At December
31, 1995, total retained earnings of the Company's direct subsidiaries was
approximately $75.1 million, of which $23.9 million was available for payment of
dividends without approval by the applicable regulatory authority. 

CAPITAL RESTRICTIONS 
Banking regulations require minimum ratios of capital to total "risk weighted"
assets.  The Company and its subsidiaries are required to have minimum Tier I
and total capital ratios of 4.00% and 8.00%, respectively.  At December 31,
1995 and 1994, the Company and its subsidiaries actual capital ratios exceeded
minimum requirements. 

12.  INCOME TAXES 
The current and deferred portions of income tax expense were as follows:

Year Ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(in thousands) 

Current taxes                                  $6,762       $6,397       $6,119
Deferred taxes                                   (316)        (932)      (1,312)
                                                -----        -----        -----
Income tax expense                             $6,446       $5,465       $4,807
                                                =====        =====        =====











                                                                             52






The following is a reconciliation between the amount of income tax expense and
the amount of tax computed by applying the statutory Federal income tax rates: 

Year Ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(in thousands) 

Tax computed at statutory rates                $7,425       $6,407       $6,020
Increase (decrease) in taxes 
  resulting from: 
    Tax-exempt income                          (1,328)      (1,413)      (1,562)
    Goodwill amortization                         290          290          290
    Other, net                                     59          181           59
                                                -----        -----        -----
Income tax expense                             $6,446       $5,465       $4,807
                                                =====        =====        =====

Enacted in September, 1993, the Revenue Reconciliation Act of 1993 was a change
in the tax laws that raised the Company's top income tax rate.  Adjustment to
the deferred tax asset required by this rate change was insignificant.  Not all
temporary differences are accounted for through income tax expense on the
consolidated statements of income.  The tax effects of temporary differences,
that give rise to significant elements of the deferred tax assets and deferred
tax liabilities are as follows: 

December 31,                                                  1995         1994
_______________________________________________________________________________
(in thousands) 

Deferred tax assets: 
  Allowance for loan losses                                 $4,272       $3,824
  Deferred compensation                                        431          424
  Other real estate owned                                      181          171
  Unrealized security loss                                      --        1,650
  Other                                                         74          105
                                                             -----        -----
                                                             4,958        6,174
Deferred tax liabilities: 
  Unrealized security gain                                    (125)          --
  Accrued interest income                                      (89)         (93)
  Premises and equipment                                    (1,335)      (1,314)
  Other                                                       (453)        (352)
                                                             -----        -----
                                                            (2,002)      (1,759)
                                                             -----        -----
Net deferred tax assets                                     $2,956       $4,415
                                                             =====        =====

Deferred tax assets have not been reduced by a valuation allowance.  Based on
the weight of available evidence, management believes it is more likely than not
all of the deferred tax assets will be realized.  Neither current or deferred


                                                                             53






taxes have been provided for approximately $2.6 million of income at December
31, 1995 and 1994 which represents allocations for bad debt deductions for tax
purposes only.  Under existing tax regulations, if the amounts that qualify for
Federal income tax purposes are later used for purposes other than bad debt
losses, including distributions in liquidation, such distributions will be
subject to Federal income tax at the then current corporate rate. 

13.  CONTINGENCIES 

LEGAL PROCEEDINGS 
In the ordinary course of business, there are various legal proceedings pending
against the Company and its subsidiaries.  Management, after consultation with
legal counsel, is of the opinion that the ultimate resolution of these
precedings will have no material effect on the consolidated financial condition
or results of operations of the Company. 

14.  SUPPLEMENTAL INCOME STATEMENT INFORMATION 
Details of noninterest income and noninterest expense are as follows: 
 
Year Ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(in thousands) 

Noninterest Income 
Service charges on deposits                    $3,831       $3,680       $3,308
Net securities gains                              178           62          231
Trust department fees                           1,220        1,181        1,199
Insurance commissions                             664          470          317
Bankcard fees                                     658          546          533
Other income                                    1,486        1,162        1,095
                                                -----        -----        -----
                                               $8,037       $7,101       $6,683
                                                =====        =====        =====


Year Ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(in thousands) 

Noninterest Expense 
Salaries                                      $13,302      $12,370      $11,591
Employee benefits                               2,411        2,450        2,348
Occupancy expense                               1,769        1,677        1,579
Equipment expense                               1,885        1,665        1,433
FDIC insurance expense                          1,338        2,250        2,135
Data processing expense                         2,338        2,212        1,954
Bankshare taxes                                 1,349        1,365        1,253
Goodwill amortization                             830          830          830
Other expense                                   7,029        7,518        6,250
                                               ------       ------       ------
                                              $32,251      $32,337      $29,373
                                               ======       ======       ======

                                                                             54






15.  PARENT COMPANY FINANCIAL INFORMATION 
Following are condensed balance sheets of Peoples First Corporation (parent
company only) as of December 31, 1995 and 1994, and the related condensed
statements of income and cash flows for the years ended 1995, 1994 and 1993: 

Condensed Balance Sheets 
December 31,                                     1995         1994
__________________________________________________________________ 
(in thousands) 

ASSETS 
Cash in subsidiary bank                          $797         $492
Investment in subsidiaries                    127,105      111,302
Other assets                                      556          276
                                              -------      -------
                                             $128,458     $112,070
                                              =======      =======
LIABILITIES AND STOCKHOLDERS' EQUITY 
Liabilities 
Note payable                                       $0       $1,530
Other liabilities                                 286          277
                                              -------      -------
  Total liabilities                               286        1,807

Stockholders' equity 
Common stock                                    7,207        6,422
Surplus                                        53,269       34,859
Retained earnings                              66,878       73,739
Unrealized net gain (loss) on  
  securities held for sale                        926       (4,624)
Debt on ESOP shares                              (108)        (133)
                                              -------      -------
                                              128,172      110,263
                                              -------      -------
                                             $128,458     $112,070
                                              =======      =======

Common shares issued and outstanding            9,225        9,062















                                                                             55






Condensed Statements of Income 
Year Ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(in thousands) 

INCOME 
Dividends from subsidiaries                    $5,078      $10,878       $5,752
Other income                                        3           11            7
                                               ------       ------       ------
                                                5,081       10,889        5,759
EXPENSE 
Interest expense                                   44          385          745
Legal and accounting fees                         284          571          335
Other expense                                     378          654          450
                                               ------       ------       ------
                                                  706        1,610        1,530
                                               ------       ------       ------
Income before income tax benefit 
  and equity in undistributed 
  income of subsidiaries                        4,375        9,279        4,229
Income tax benefit                                164          385          434
Income before equity in                        ------       ------       ------
  undistributed income 
  of subsidiaries                               4,539        9,664        4,663
Equity in undistributed 
  income of subsidiaries                       10,228        3,461        8,147
                                               ------       ------       ------
NET INCOME                                    $14,767      $13,125      $12,810
                                               ======       ======       ======
























                                                                             56






Condensed Statement of Cash Flows 
Year Ended December 31,                          1995         1994         1993
_______________________________________________________________________________
(in thousands) 

OPERATING ACTIVITIES 
Net income                                    $14,767      $13,125      $12,810
Adjustments to reconcile net income to net 
  cash provided by operating activities: 
    Equity in undistributed 
     income of subsidiaries                   (10,228)      (3,461)      (8,147)
    Amortization and other, net                  (271)         134          (16)
Net Cash Provided by                           ------       ------       ------
  Operating Activities                          4,268        9,798        4,647

FINANCING ACTIVITIES 
Proceeds from notes payable                         0        3,800        6,200
Repayments of notes payable                    (1,530)     (11,859)      (8,712)
Proceeds from issuance of common stock          1,418          495          299
Cash dividends paid                            (3,851)      (2,698)      (2,012)
                                               ------       ------       ------
Net Cash Used by Financing Activities          (3,963)     (10,262)      (4,225)

Net Increase (Decrease) in Cash                   305         (464)         422
  and Cash Equivalents 
Cash and Cash Equivalents at 
  Beginning of Year                               492          956          534
                                               ------       ------       ------
Cash and Cash Equivalents at End of 
  Year                                           $797         $492         $956
                                               ======       ======       ======

SUPPLEMENTAL DISCLOSURES 
Cash paid for interest expense                    $53         $405         $716
Cash received for income taxes                   (345)        (711)        (365)

NONCASH INVESTING AND FINANCING TRANSACTIONS 
Dividends reinvested                              753          542          438











                                                                             57










16.  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS 
To value financial instruments for both on- and off-balance sheet assets and
liabilities where it is practicable to estimate that value, quoted market prices
are utilized by the Company where readily available.  If quoted market prices
are not available, fair values are based on estimates using present value and
other valuation techniques.  These techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows.  The calculated fair value estimates, therefore, cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument.  Certain financial instruments are
excluded from disclosure requirements.  Accordingly, the aggregate fair value
amounts presented are not intended to represent the underlying value of the
Company. 

The following methods and assumptions were used in estimating the fair value for
financial instruments. 

CASH, DUE FROM BANKS, ACCRUED INTEREST RECEIVABLE, ACCRUED INTEREST PAYABLE
AND SHORT-TERM BORROWINGS 
The carrying amount reported for cash, due from banks, accrued interest receiv-
able, accrued interest payable and short-term borrowings approximates the fair
value for those assets and liabilities. 

DEBT AND EQUITY SECURITIES 
For securities held both for sale and investment, fair values are based on
quoted market prices or dealer quotes, if available.  If a quoted market price
is not available, fair value is estimated using quoted prices for similar
securities. 

LOANS  
Loan balances are assigned fair values based on a discounted cash flow analysis.
The discount rate is based on the treasury yield curve, with rate adjustments
for credit risk, liquidity, servicing costs and the prepayment uncertainty. 

DEPOSITS 
The fair value for demand deposits and interest-bearing deposits with no fixed
maturity date is considered to be equal to the amount payable on demand or
maturity date.  Time deposits are assigned fair values based on a discounted
cash flow analysis using discount rates which approximate interest rates
currently being offered on liabilities with comparable maturities. 

LONG-TERM BORROWINGS 
The fair value of long-term borrowings is based on a discounted cash flow
analysis with a discount rate based on current incremental borrowing rates for
similar types of arrangements. 








                                                                             58






UNRECOGNIZED FINANCIAL INSTRUMENTS 
No fair value of loan commitments is presented since the Company does not
generally collect fees for loan commitments.  The fair value of guarantees and
letters of credit is based on equivalent fees that would be charged for similar
agreements and is less than $100,000 for 1995 and 1994. 

The book values and estimated fair values for financial instruments as of
December 31, 1995 and 1994 are reflected below. 

Financial Instruments 
December 31, 1995                                       Book value   Fair value
_______________________________________________________________________________ 
(in thousands) 

Financial Assets 
Cash and due from banks                                    $37,524      $37,524
Securities held for sale                                   146,322      146,322
Securities held for investment                             160,320      165,042
Loans, net                                                 901,126      944,922
Accrued interest receivable                                  9,392        9,392

Financial Liabilities 
Deposits                                                 1,047,104    1,055,235
Short-term borrowings                                       93,469       93,469
Long-term borrowings                                         7,757        7,721
Accrued interest payable                                     6,875        6,875


Financial Instruments 
December 31, 1994                                       Book value   Fair value
_______________________________________________________________________________ 
(in thousands) 

Financial Assets 
Cash and due from banks                                    $39,333      $39,333
Securities held for sale                                   129,682      129,682
Securities held for investment                             203,845      200,092
Loans, net                                                 793,759      777,877
Accrued interest receivable                                  8,627        8,627

Financial Liabilities 
Deposits                                                   998,583      996,989
Short-term borrowings                                       84,567       84,567
Long-term borrowings                                         9,536        9,536
Accrued interest payable                                     4,454        4,454








                                                                             59






Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE 

During the years ended December 31, 1995, 1994 and 1993 and in the subsequent
interim period, there has been no change in, or disagreements on accounting
matters with, the Company's independent auditors. 















































                                                                             60






PART III 

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 

Information with respect to all directors and all persons nominated to become
directors of the registrant appearing in the table and footnotes on pages 3
through 6 and the first narrative paragraph on page 8 of Peoples First
Corporation's definitive proxy statement, filed with the Securities and Exchange
Commission on March 25, 1996, is incorporated herein by reference. 

The following table provides information as of December 31, 1995, with respect
to the executive officers of the registrant: 

                                                                      Shares of 
                                                                   common stock 
Executive Officers                                     Officer     beneficially 
Name and age             Principal positions             since            owned 
_______________________________________________________________________________ 

Aubrey W. Lippert,       Chairman of the Board,           1983       201,407(1) 
age 55                   President and Chief 
                         Executive of the registrant; 
                         Chairman of the Board of 
                         Peoples Bank 

Allan B. Kleet,          Principal Accounting Officer,    1986        67,616(2) 
age 47                   Treasurer and Director of 
                         the registrant 

George Shaw,             Director, President and Chief    1993         5,181(3) 
age 50                   Executive Officer of Peoples 
                         Bank; formerly President and  
                         Chief Executive Officer of 
                         Bowling Green Bank & Trust  
                         Company (1982-05/93) 


(1) Represents 2.2% of the class of stock.  Includes 119,621 shares subject to  
    currently exercisable stock options and 20,463 shares held in Mr. Lippert's 
    ESOP account for which he has voting but no dispositive power. 

(2) Represents less than 1.0% of the class of stock.  Includes 675 shares 
    held individually by Mr. Kleet's wife, 62,511 shares subject to currently 
    exercisable stock options and 2,917 shares held in Mr. Kleet's ESOP 
    account for which he has voting but no dispositive power. 

(4) Represents less than 1.0% of the class of stock.  Includes 4,961 shares 
    subject to currently exercisable stock options.





                                                                             61






Item 11.  EXECUTIVE COMPENSATION 

The information concerning compensation appearing on pages 9 through 13 of  
Peoples First Corporation's definitive proxy statement, filed with the  
Securities and Exchange Commission on March 25, 1996, is incorporated herein 
by reference. 

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

Information with respect to any person who is known to the registrant to be the
beneficial owner of more than five percent of any class of the registrant's
voting securities appearing in the tables and footnotes on page 2 and pages 3
through 6 of Peoples First Corporation's definitive proxy statement, filed with
the Securities and Exchange Commission on March 25, 1996, is incorporated herein
by reference. 

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

The information on page 7 and 8 of Peoples First Corporation's definitive proxy
statement, filed with the Securities and Exchange Commission on March 25, 1996,
is incorporated herein by reference. 


PART IV 

Item 14.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K 

     (a)  (1)   Financial Statements are incorporated herein by reference,  
                and listed in Item 8 hereof. 

          (2)   Financial Statement Schedules - None 

          (3)   List of Exhibits filed with original: 

          (3.1) Amended and Restated Articles of Incorporation of Peoples 
                First Corporation are incorporated herein by reference to 
                Exhibit 3(1) to the Registrant's Form 10-K for the year 
                ended December 31, 1994. 

          (3.2) Bylaws and Amendments of Peoples First Corporation are 
                incorporated herein by reference to Exhibit 3(b) to the 
                Registrant's Form 10-K for the year ended December 31, 1992. 

          (4)   May, 1992 indenture, from Peoples First Corporation to The 
                Paducah Bank & Trust Company, relating to the 7.25% Subord- 
                inated Short-Term Notes due 1994, is incorporated herein 
                by reference to Exhibit 4.1 of Form S-4, registration No. 
                33-44235 as filed with the Securities and Exchange Commis- 
                sion on January 8, 1992. 

          (10.1)Peoples First Corporation 1986 Stock Option Plan is 
                incorporated herein by reference to Exhibit 10 to Form 
                10-Q/A for the quarter ended March 31, 1994. 
                                                                             62






          (10.2)Employment agreement between First Kentucky Federal 
                Savings Bank and Dennis W. Kirtley is herein incorporated 
                by reference to Exhibit 10.1 of Form S-4, registration 
                #33-51741 as filed with the Securities and Exchange 
                Commission on December 29, 1993. 

          (10.3)Consulting agreement between Bank of Murray and Mr. Joe 
                Dick is herein incorporated by reference to Exhibit 10.1 
                of Form S-4, registration #33-44235 as filed with the 
                Securities and Exchange Commission on January 8, 1992. 

          (10.4)Employment agreement among the Company, Liberty Bank 
                & Trust Co. and Steve Story is herein incorporated 
                by reference to Exhibit 99.1 of Form S-4, registration 
                #33-54535 as filed with the Securities and Exchange 
                Commission on July 12, 1994. 

          (21)  Subsidiaries of Registrant. 
 
          (23)  Consent of KPMG Peat Marwick LLP, independent public 
                accountants. 

          (27)  Financial Data Schedules (SEC use only). 
 
          (99)  Undertakings. 
 
     (b)  Reports on Form 8-K 

          Peoples First Corporation filed a current report on Form 
          8-K dated January 17, 1996 on January 17, 1996 to report the 
          Board of Director's declaration of a 5% stock dividend payable 
          March 18, 1996 to shareholders of record on March 18, 1996;  
          and, the Board of Director's approval of the purchase of up to 
          400,000 shares of the Company's common stock in the open market.

          Peoples First Corporation filed a current report on Form 
          8-K dated February 20, 1996 on February 22, 1996 to report the 
          February 20, 1996 signing of a definitive Acquisition Agreement 
          with Guaranty Federal Savings Bank (Guaranty FSB).  The 
          agreement provides for the acquisition by the Company of 100% 
          of Guaranty FSB's outstanding capital stock, subject to approval 
          of the shareholders of Guaranty FSB and regulators. 











                                                                             63






SIGNATURES 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized. 

                                                  PEOPLES FIRST CORPORATION 
 

                              Date:  03/20/96     /s/ Aubrey W. Lippert 
                                                  Aubrey W. Lippert 
                                                  President and Chairman 
                                                  of the Board 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant, in
the capacities and on the dated indicated. 
 

Signature                          Title                              Date 
_____________________              ______________________             ________ 


/s/ Aubrey W. Lippert              President and Chairman             03/20/96 
Aubrey W. Lippert                  of the Board 


/s/ Allan B. Kleet                 Principal Accounting Officer       03/20/96 
Allan B. Kleet 
 

/s/ William R. Dibert              Director                           03/20/96 
William R. Dibert 


/s/ Joe Dick                       Director                           03/20/96 
Joe Dick 


/s/ Richard E. Fairhurst, Jr.      Director                           03/20/96 
Richard E. Fairhurst, Jr. 


/s/ William Rowland Hancock        Director                           03/20/96 
William Rowland Hancock 


/s/ Dennis W. Kirtley              Director                           03/20/96 
Dennis W. Kirtley 




                                                                             64






Signature                          Title                              Date 
_____________________              ______________________             ________ 


/s/ Jerry L. Page                  Director                           03/20/96 
Jerry L. Page 

/s/ Rufus E. Pugh                  Director                           03/20/96 
Rufus E. Pugh 


/s/ Victor F. Speck, Jr.           Director                           03/20/96 
Victor F. Speck, Jr. 








































                                                                             65






INDEX TO EXHIBITS                                                          Page 
_______________________________________________________________________________ 

(21) Subsidiaries of Registrant                                              67

(23)   Consent of KPMG Peat Marwick LLP, independent public 
       accountants                                                           68

(27)   Financial Data Schedules (SEC only)                                   69

(99)   Undertakings                                                          71










































                                                                             66