<PAGE>   1
                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                   
                              FORM 10-K/A
                           (AMENDMENT NO. 1)
                                  to
           Annual Report Pursuant to Section 13 or 15(d)  of
                  The Securities Exchange Act of 1934
                                   
                 For the fiscal year ended December 31, 1996
                    Commission File Number 0-16878
                                   
                            CBT CORPORATION
          (Exact name of registrant as specified in charter)
                                   
          KENTUCKY                                61-1030727
          (State or other jurisdiction of         (IRS Employer
          of incorporation or organization)       Identification No.)

                   333 BROADWAY, PADUCAH, KY  42001
              (Addresses of principal executive offices)

 Registrant's telephone number, including area code:   (502) 575-5100
                                   
      Securities registered pursuant to Section 12(b) of the Act:
                                                 Name on each exchange
               Title of each class               on which registered
                    NONE                                 NONE

      Securities registered pursuant to Section 12(g) of the Act:

                 COMMON STOCK, NO PAR VALUE PER SHARE
                           (Title of Class)
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                Page 1
<PAGE>   2
By filing this amendment ("Amendment No. 1"), the undersigned
registrant hereby amends its Annual Report on  Form 10-K for the year
ended December 31, 1996 ("1996 Form 10-K"), to include, as permitted
by Rule 15d-21 under the Securities Exchange Act of 1934, as amended
("Exchange Act"), the financial statements and exhibits required by
Form 11-K with respect to the CBT Corporation Retirement, Savings, and
Profit Sharing Plan, as amended ("Retirement Plan").

In accordance with Rule 12b-15 of the Exchange Act, Item 14 of Part IV
of the 1996 Form 10-K is hereby amended and restated to read in its
entirety as follows:

                                PART IV
                                   
ITEM  14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  The following consolidated financial statements of the registrant
and report of independent public accountants are included in the
Annual Report to Shareholders for the fiscal year ended December 31,
1996, on the pages indicated and are incorporated herein by reference.
<TABLE>
<CAPTION>
                                   
     (1) Financial Statements:                           Annual Report
          Description                                      Page
          <S>                                               <C>
          Report of Independent Public Accountants          29
          Consolidated Statements of Income                 30
          Consolidated Balance Sheets                       31
          Consolidated Statements of Stockholders' Equity   32
          Consolidated Statements of Cash Flows             33
          Notes to Consolidated Financial
               Statements                                   34-47
</TABLE>
                                   
As permitted by Rule 15d-21 of the Exchange Act, the financial
statements of the Retirement Plan and report of the independent
auditors of the Retirement Plan are filed with Amendment No. 1 at the
page indicated.
<TABLE>
<CAPTION>
                                                   Page of Amendment No. 1
          Financial Statements:                        Retirement Plan
          Description
          <S>                                                <C>
          Report of Independent Auditors                     6-7
          Statements of Net Assets Available
            for Plan Benefits                                8
          Statements of  Changes in Net Assets
            Available for Plan Benefits                      9
          Notes to Financial Statements                      10-15
          Schedule of Assets Held for Investment             18
          Schedule of Reportable Transactions                19
</TABLE>
                                Page 2
<PAGE>   3
     (2) Financial Statements Schedules:

          Schedules are omitted because the information is not
applicable

     (3)  Exhibits:

          The Exhibit Index is incorporated herein by reference.  The management
          contracts and compensatory plans or arrangements required to be filed 
          as exhibits to this Form 10-K pursuant to Item 14(c) are noted by
          asterisk in the Exhibit Index.

(b)  Reports on Form 8-K.

      No reports on Form 8-K were filed during the fourth quarter of 1996.

(c)  Exhibits

      The exhibits listed on the Exhibit Index on pages 20 and
      21 of this Form 10-K/A are filed herewith or are incorporated herein
      by reference.
                                Page 3
<PAGE>   4

                         CBT CORPORATION
          RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                                
                      FINANCIAL STATEMENTS
                                
             YEARS ENDED DECEMBER 31, 1996 AND 1995
                                
                             Page 4
<TABLE>
<CAPTION>
                        TABLE OF CONTENTS
                                
                                
                                                                Page
<S>                                                             <C>
INDEPENDENT AUDITORS' REPORT                                    6 - 7

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits                 8

Statements of Changes in Net Assets Available for Benefits      9

Notes to Financial Statements                                   10 - 15
SUPPLEMENTAL INFORMATION

Independent Auditors' Report on Supplemental Information        17

Schedule of Assets Held for Investment Purposes,
  Year Ended December 31, 1996                                  18

Schedule of Reportable Transactions,
  Year Ended December 31, 1996                                  19
</TABLE>
                             Page 5
<PAGE>   6                                

                  Independent Auditors' Report
                                
                                

To the Administrative Committee of
CBT Corporation Retirement, Savings, and
  Profit Sharing Plan


We  were  engaged  to audit the accompanying  statements  of  net
assets  available  for  benefits of CBT  Corporation  Retirement,
Savings,  and  Profit Sharing Plan as of December  31,  1996  and
1995,  and  the  related  statements of  changes  in  net  assets
available  for  benefits  for  the  years  then  ended  and   the
supplemental schedules of (1) assets held for investment purposes
and  (2) reportable transactions as of December 31, 1996 and  for
the   year  then  ended.   These  financial  statements  are  the
responsibility of the Plan's management.

As  permitted by 29 CFR 2520.103-8 of the Department  of  Labor's
Rules  and  Regulations for Reporting and Disclosures  under  the
Employee  Retirement  Income  Security  Act  of  1974,  the  Plan
Administrator  instructed  us not to  perform,  and  we  did  not
perform,  any auditing procedures with respect to the information
summarized in Note F, which was certified by Aetna Life Insurance
and  Annuity  Company, except for comparing the information  with
the  related information included in the financial statements and
supplemental   schedules.   We  have   been   informed   by   the
administrator that Aetna Life Insurance and Annuity Company holds
the    Plan's   investment   assets   and   executes   investment
transactions.    The   Plan   Administrator   has   obtained    a
certification  report  from  Aetna  Life  Insurance  and  Annuity
Company as of and for the years ended December 31, 1996 and  1995
that  the  information provided by them to the Plan Administrator
is complete and accurate.

As  described in Note A, these financial statements were prepared
on  a modified cash basis of accounting, which is a comprehensive
basis  of  accounting  other than generally  accepted  accounting
principles.

                             Page 6
<PAGE>   7  
Administrative Committee of
CBT Corporation Retirement, Savings,
  and Profit Sharing Plan


Because  of  the significance of the information  in  the  Plan's
financial statements that we did not audit, we are unable to, and
do   not,  express  an  opinion  on  the  accompanying  financial
statements and supplemental schedules taken as a whole.  The form
and   content  of  the  information  included  in  the  financial
statements  and supplemental schedules, other than  that  derived
from  the  information  certified by  Aetna  Life  Insurance  and
Annuity  Company,  have  been audited by us  in  accordance  with
generally  accepted auditing standards and, in our  opinion,  are
presented in compliance with the Department of Labor's Rules  and
Regulations  for  Reporting and Disclosures  under  the  Employee
Retirement Income Security Act of 1974.


/s/ Allen & Company, PSC
Allen & Company, PSC
Paducah, Kentucky
March 21, 1997
                                
                             Page 7
<PAGE>   8
<TABLE>
<CAPTION>
  CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
         STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                   December 31, 1996 and 1995
                                
                                 
ASSETS                                                 1996         1995
<S>                                                    <C>          <C>
Investments, at market (cost $2,585,555 in 1996 and
  (2,311,389 in 1995)                                  $3,570,628   $2,851,103
                                                       -----------------------
RECEIVABLES
  Employer contributions                                  230,255      279,202
  Employees contributions                                       0       17,543
  Accrued interest and dividends                                0        8,017
                                                       -----------------------
                                                          230,255      304,762
                                                       -----------------------
CASH AND CASH EQUIVALENTS                                  22,845       14,342
                                                       -----------------------
OTHER - UNALLOCATED INSURANCE CONTRACTS
  Aetna Variable Fund                                   3,396,916    2,645,001
  Aetna Fixed Fund                                      1,773,559    1,933,172
                                                       -----------------------
                                                        5,170,475    4,578,173
                                                       -----------------------
                                                        8,994,203    7,748,380
                                                       -----------------------
LIABILITIES

Other liabilities                                               0          363

NET ASSETS AVAILABLE FOR BENEFITS                      $8,994,203   $7,748,017
                                                       =======================
</TABLE>

The notes to financial statements are an integral part of this
statement.

                             Page 8
<PAGE>   9
<TABLE>
<CAPTION>
   CBT CORPORATION RETIREMENT, SAVINGS AND PROFIT SHARING PLAN
   STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
         For the Years Ended December 31, 1996 and 1995
                                
                                
                                                       1996         1995
<S>                                                <C>         <C>
ADDITIONS
  Contributions:
     Employer                                        $398,295     $448,213
     Employees                                        548,682      549,482
     Rollovers                                        118,037      336,224
  Investment income:
     Net unrealized appreciation in fair value of
       investments                                    866,615      153,575
     Dividends                                         67,825       53,573
     Realized gains                                   144,714      657,851
                                                    ----------------------
     Total Additions                                2,144,168    2,198,918
                                                    ----------------------
DEDUCTIONS
  Benefits to participants                            897,982    2,559,737
                                                    ----------------------
NET ADDITIONS (REDUCTIONS)                          1,246,186     (360,819)

NET ASSETS AVAILABLE FOR BENEFITS

  Beginning of Year                                 7,748,017    8,108,836
                                                   -----------------------
  End of Year                                      $8,994,203   $7,748,017
                                                   =======================
</TABLE>

The notes to financial statements are an integral part of this
statement.

                             Page 9
<PAGE>   10
  CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                  NOTES TO FINANCIAL STATEMENTS
                                
                                
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The  accompanying financial statements have been prepared on  the
modified  cash basis which is a comprehensive basis of accounting
other  than  GAAP  and  presents the assets  available  for  Plan
benefits  and  related  changes in such assets.   The  difference
between GAAP and modified cash basis is the method of determining
investment  values.  Modified cash basis presents investments  at
market value rather than cost.


NOTE B - DESCRIPTION OF PLAN

Effective February 1, 1984, CBT Corporation (the Company) adopted
the  CBT Corporation Retirement, Savings, and Profit Sharing Plan
(the  Plan)  for  eligible employees of CBT Corporation  and  its
subsidiary  companies.   During 1994 the  eligible  employees  of
Citizens  Bank and Trust Company and Fidelity Credit  Corporation
participated with CBT Corporation in the Plan.  During 1994,  the
eligible  employees  of Pennyrile Citizens  Bank  and  Trust  Co.
became participants in the Plan when $170,856 was transferred  to
the  Plan upon the merger of the Pennyrile Citizens Thrift  Plan.
Also  during 1994, the eligible employees of the Bank of Marshall
County,  Graves County Bank, and United Commonwealth Bank  became
participants in the Plan when $23,969 was transferred to the Plan
upon the merger of the BMC Bancorp, Inc. and Affiliated Companies
401(k) Plan.

The  following  description of the Plan is provided  for  general
information purposes only.  Participants should refer to the Plan
Agreement for more complete information.

General

The  Plan  is a defined contribution plan (profit sharing/thrift)
covering  those  persons employed on the date  the  Plan  was  or
generally  adopted,  and subsequent employees  who  complete  six
months  of  employment.  It is subject to the provisions  of  the
Employee Retirement Income Security Act of 1974 (ERISA).

Plan Amendments

Effective January 1, 1995, CBT Corporation (the Company)  amended
the  CBT Corporation Retirement, Savings, and Profit Sharing Plan
(the  Plan)  for  eligible employees of CBT Corporation  and  its
subsidiary companies, by adopting the Regional Prototype  Defined
Contribution  Plan  and Trust sponsored by  Great  Lakes  Pension
Services,  Inc.  Basic  Plan Document #  R1  and  the  applicable
provisions  contained in the Accompanying Nonstandardized  Profit
Sharing Plan Adoption Agreement.
                             Page 10
<PAGE>   11
  CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                  NOTES TO FINANCIAL STATEMENTS
                                

NOTE B - DESCRIPTION OF PLAN (Continued)

Plan Amendments (Continued)

On  September  28,  1994,  the Plan was amended  to  provide  for
several  changes  to specific provisions of the Plan  related  to
plan    mergers   and   consolidation,   compensation,   rollover
contributions, and individual investment directives.  On December
29,  1994, the Plan was amended to comply with the provisions  of
the Tax Reform Act of 1986, the Unemployment Compensation Act  of
1992,   and  the  Omnibus  Budget  Reconciliation  Act  of  1993.
Effective  dates of the changes ranged from January  1,  1994  to
January  1,  1995.   The  most recent plan  amendment,  prior  to
September 28, 1994 was on January 1, 1989.

Contributions

Each  participant  may  enter into a salary  reduction  agreement
whereby the Company redirects to the participant's account in the
Plan an amount not to exceed the lesser of (a) 11 percent of  the
participant's  base  salary or (b) the maximum  amount  allowable
pursuant  to  Section  402(g) of the Internal  Revenue  Code,  as
amended.  A matching contribution equal to one-half of the amount
redirected to the participant's account, not to exceed 6  percent
of  the  participant's base salary, is made by  the  Company  for
qualifying  participants or participants who  have  died,  become
disabled  or retired during the immediately preceding  six  month
period.   An  additional discretionary contribution is determined
by  the  Board  of Directors may be made by the  Company  and  is
allocated  to  qualifying participants in  the  ratio  that  each
qualifying  participant's base salary for the year bears  to  the
total base salary of all qualifying participants for the year.

Investment Accounts

Each valuation date, the participant may elect for his account to
be  invested in either of thirteen investment funds  or  the  CBT
Stock  Fund under the Plan.  At December 31, 1996, the investment
funds  are  Federated Money Market, Growth & Income, Aetna  Money
Market, Alger Small Cap, VIP Growth, Scudder International, Aetna
Bond,   Aetna  Managed,  Aetna  Fixed,  VIP  Equity-Income,   VIP
Overseas,  TCI  Growth, and the CBT Stock Fund.  The  participant
may  elect to invest his account balance in any one or all of the
thirteen investment options in whole increments of 5 percent.

                             Page 11
<PAGE>   12
  CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                  NOTES TO FINANCIAL STATEMENTS
                                
                                
NOTE B - DESCRIPTION OF PLAN (Continued)

Vesting

The  participant is vested immediately in rollover  contributions
and    deferred   compensation   contributions.    Matching   and
discretionary Company contributions will become vested  based  on
years of service.  Vesting for participants of the Pennyrile  and
BMC  Plans  is  based  on the total years of service  with  their
previous  employer  plus  their  service  with  CBT  Corporation.
Company contributions are vested in accordance with the following
schedule:
<TABLE>
<CAPTION>
          Years of Service                Percentage
          <S>                               <C>
          Less than 2                        0%
          2, but less than 3                25%
          3, but less than 4                50%
          4, but less than 5                75%
          5 or more                         100%
</TABLE>
Participant Accounts

Each  participant's  account is credited with  the  participant's
contributions   and   an   allocation  of   (a)   the   Company's
contribution;   (b)  plan  earnings;  and  (c)   forfeitures   of
terminated  participants'  nonvested accounts.   Allocations  are
based  on  participant earnings or account balances, as  defined.
The  benefit  to which a participant is entitled is  the  benefit
that can be provided from the participant's account.

Payment of Benefits

On  termination  of service, a participant may elect  to  receive
either  a lump-sum distribution equal to the value of his or  her
account, installments over a ten-year period, or a combination of
the lump-sum and installment distribution.

Administrative Expenses

All  administrative expenses related to the Plan were paid by the
Company during the years ended December 31, 1996 and 1995.

Reclassification

Due  to  the significant amount of rollovers into the Plan during
the prior year, rollovers have been made a separate line item  in
the Statements of Changes in Net Assets Available for Benefits.
                             Page 12
<PAGE>   13
  CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                  NOTES TO FINANCIAL STATEMENTS


NOTE C - INVESTMENTS

Investments  are  stated  at  their  quoted  market   price,   if
available.   Investments  that have no quoted  market  price  are
stated  at their estimated fair value.  Gains and losses  on  the
sale  of  investments are computed on the specific identification
method.
<TABLE>
<CAPTION>
The  following  table  presents the  cost  and  market  value  of
investments at December 31, 1996 and 1995:

                     ----------1996----------       -----------1995-------------
                    
 Description            Cost         Market             Cost           Market
<S>                  <C>           <C>             <C>             <C>
Common stock         $2,585,555    $3,570,628      $2,311,389      $2,851,103
</TABLE>
<TABLE>
<CAPTION>
Individual  investments that represent 5 percent or more  of  the
Plan's net assets at December 31, 1996 and 1995 were:

                     -----------1996---------      ------------1995-------------
                   
                        Cost         Market              Cost          Market
<S>                  <C>           <C>             <C>             <C>
CBT Corporation:     $2,585,555    $3,570,628
129,841
                                                     
CBT Corporation:                                   $2,311,389      $2,851,103
123,962
shares
</TABLE>

NOTE D - DETERMINATION LETTER

The  Plan obtained its latest determination letter on October 20,
1995, in which the Internal Revenue Service stated that the Plan,
as   then   designed,  was  in  compliance  with  the  applicable
requirements of the Internal Revenue Code.


NOTE E - PLAN TERMINATION

Although  it  has not expressed any intent to do so, the  Company
has the right under the Plan to discontinue its contributions  at
any  time and to terminate the Plan subject to the provisions  of
ERISA.   In  the  event  of Plan termination,  participants  will
become 100 percent vested in their accounts.
                                
                                
                             Page 13
<PAGE>   14
   CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                    NOTES TO FINANCIAL STATEMENTS
                                  
                                  
NOTE F - INVESTMENT ACTIVITY

The  following  is  a summary of the net assets and  changes  in  net
assets  for  each  investment fund as of  and  for  the  years  ended
December 31, 1996 and 1995:
<TABLE>
<CAPTION>

                                        Net                       Benefits       Accr     
                Balance     Contri-     Investment  Fund          to             Interest      Balance
                1/1/96      butions     Income      Transfer      Participants   Dividends     12/31/96
<S>             <C>       <C>         <C>            <C>         <C>             <C>         <C> 
Federated                                                           
Money           $ 14,342    $511,303    $ 59,708     $(560,471)   $ (2,037)       $  0          $ 22,845
Market                                         
Aetna                                                              
Growth &         270,647      59,994      62,456        15,527     (40,463)          0           368,161
Income                                          
Fund
Aetna Money                                                             
Market           318,963      29,465      15,566       360,164     (33,259)          0           690,899
Fund
Alger American
Small Cap        115,789      74,618      11,560        63,505     (16,542)          0           248,930
Fidelity VIP     248,049      68,683      45,679       138,726     (64,875)          0           436,262
Growth
Scudder          138,934      34,876      27,249        25,455     (10,724)          0           215,790
International
Aetna Bond Fund  254,510      26,402       7,197       (79,666)    (10,291)          0           198,152
Aetna Managed    810,486      72,524      95,903      (285,955)    (29,648)          0           663,310
Acct. Aetna
Fixed Account  1,933,172     146,323      97,188       (61,315)   (341,809)          0         1,773,559
Fidelity VIP
Equity-Income    309,884      69,186      51,957       (35,505)   (112,990)          0           282,532
Fidelity VIP
Overseas         108,542      19,410      15,008        19,890     (33,582)          0           129,268
TCI  Growth       69,197      18,357      (2,279)        8,803     (27,293)          0            66,785
CBT Stock      2,859,120           0     591,962       294,015    (174,469)          0         3,570,628
              ------------------------------------------------------------------------------------------
TOTALS         7,451,635   1,131,141   1,079,154       (96,827)   (897,982)          0         8,667,121
                                                                   
Contribution                                                          
Receivable       296,745     (66,490)                                                            230,255
Transfer 
Receivable                                              96,827                                    96,827
Other                                                                   
Adjustment          (363)        363                                         
              ------------------------------------------------------------------------------------------
TOTALS        $7,748,017  $1,065,014  $1,079,154           $ 0   $(897,982)         $0        $8,994,203
</TABLE>




                                  
                               Page 14
<PAGE>   15
     CBT CORPORATION RETIREMENT, SAVINGS AND PROFIT SHARING PLAN
                    NOTES TO FINANCIAL STATEMENTS
                                  
<TABLE>
<CAPTION>
                                  
NOTE F - INVESTMENT ACCOUNTS ACTIVITY (Continued)


                                       Net                    Benefits     Accrued
                 Balance      Contri-     Investment Fund        to           Interest   Balance  
                 1/1/95       tions       Income     Transfers   Participants Dividends  12/31/95
<S>              <C>          <C>         <C>        <C>         <C>          <C>      <C>  
Federated Money                                                          
Market           $         0  $  497,217  $ 17,919   $ (495,819)  $    (4,975) $    0    $  14,342
Aetna Growth &                                                              
 Income Fund               0      57,985    54,451      175,829       (17,618)      0      270,647
Aetna Money                                                              
 Market Fund               0      43,467    23,215    1,414,418    (1,162,137)      0      318,963
Alger American                                                              
 Smnall Cap                0      46,328    27,271       43,361        (1,171)     0       115,789
Fidelity VIP                                                           
 Growth                    0      59,755    43,176      154,958        (9,840)     0       248,049
Scudder                                                            
 Internatio                0      25,273    19,174      101,882        (7,395)     0       138,934
Aetna Bond Fund            0      46,949    36,459      177,532        (6,430)     0       254,510
Aetna Managed                                                             
 Account                   0      91,956   160,674      654,233       (96,377)     0       810,486
Aetna Fixed
 Account                   0     215,037   119,237    2,456,227      (857,329)     0     1,933,172
Fidelity VIP                                                           
 Equity-Income             0      97,366    68,542      244,505      (100,529)     0       309,884
Fidelity VIP
 Overseas                  0      25,642     9,015       95,343       (21,458)     0       108,542
TCI Growth                 0      10,983    20,275       68,609       (30,670)     0        69,197
CBT Stock          2,115,678      34,322   221,505      723,406      (243,808) 8,017     2,859,120
Money Market Fund  1,527,244     (33,878)   13,156   (1,506,522)            0      0             0
CBT Strategic 
 Fund              3,339,470    (105,806)   20,586   (3,254,250)            0      0             0
Aetna Fixed          910,894     (30,260)    4,568     (885,202)            0      0             0
Aetna Stock          215,550     (52,818)    5,778     (168,510)            0      0             0
                 ---------------------------------------------------------------------------------
TOTALS            $8,108,836  $1,029,518  $865,001   $        0    $2,559,737 $8,017    $7,451,635
                                                                   
Contribution
 Receivable                                                                                296,745
                                                                   
Other      
 Adjustment                                                                                   (363)
                 ---------------------------------------------------------------------------------
TOTALS                                                                                  $7,748,017
</TABLE>
                               Page 15
<PAGE>   16

                     SUPPLEMENTAL INFORMATION

                               Page 16
<PAGE>   17
     Independent Auditors' Report on Supplemental Information
                                 
                                 

To the Administrative Committee of
  CBT Corporation Retirement, Savings, and
  Profit Sharing Plan


Our  audit  was made for the purpose of forming an opinion  on  the
basic  financial  statements taken as a  whole.   The  supplemental
schedules  of  assets held for investment purposes  and  reportable
transactions  are presented for the purpose of additional  analysis
and  are not a required part of the basic financial statements  but
are supplementary information required by the Department of Labor's
Rules  and Regulations for Reporting Disclosures under the Employee
Retirement Income Security Act of 1974.  The supplemental schedules
have been subjected to the auditing procedures applied in the audit
of  the  basic financial statements and, in our opinion, are fairly
stated  in all material respects in relation to the basic financial
statements taken as a whole.


/s/ Allen & Company, PSC
Allen & Company, PSC
Paducah, Kentucky
March 21, 1997


                              Page 17
<PAGE>   18
   CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                      SCHEDULE G - ITEM 27a -
          SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
               For the Year Ended December 31, 1996
                                 
                                 
                                 
<TABLE>
<CAPTION>
            (b)                 (c)            (d)        (e)
(a)  Identity of       Description of        Cost       Current
     Issue             Investment                       Value
     <S>               <C>                   <C>            <C>                    
     Aetna Life &      Variable Annuity      $    1,773     $1,773,559
     Annuity           Fixed Account         
                                                       
     Aetna Life &      Variable Annuity      $    3,396     $3,396,916
     Annuity           Pooled Sep. Acct.      
                                                      
     CBT Corp. of      Common Stock          $2,585,555     $3,570,628
     Kentucky                                                               
</TABLE>
                                 
                 See Independent Auditors' Report.
                                 
                              Page 18
<PAGE>   19
   CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                      SCHEDULE G - ITEM 27d -
               SERIES OF REPORTABLE TRANSACTIONS OR
           SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE
                   CURRENT VALUE OF PLAN ASSETS
               For the Year Ended December 31, 1996
                                 
                                 
<TABLE>
<CAPTION>
   (a)        (b)         (c)         (d)        (g)         (h)
                                                           Current
                                                           Value of
                                                           Assets on
Identity                                                   Transaction
of Party   Description   Purchase    Selling    Cost of    Date
Involved   of Assets     Price       Price      Asset
<S>        <C>         <C>           <C>        <C>        <C>                                                         
Aetna      Variable                                      
Life       Annuity     $215,811                   $215,811   $215,811
           Fixed
                                                         
Aetna      Variable                                      
Life       Annuity                   $2,024,047 $2,024,047 $2,024,047
           Fixed 
                                                         
CBT Corp.                                                
of KY      Common      $761,653                   $761,653   $761,653
           Stock                                              
           
CBT Corp.  Common                      $650,746              $650,746 
           Stock

</TABLE>

See Independent Auditors' Report.

                              Page 19
<PAGE>   20
SIGNATURES

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

                         CBT CORPORATION

                         /s/ William J. Jones
                         William J. Jones
                         President and Chief Executive Officer

                         Date: April 29, 1997
                                 
EXHIBIT INDEX

NUMBER         DESCRIPTION                                             PAGE

3(a), 4(b)     Articles of Incorporation of CBT Corporation,
               as amended are incorporated by reference to
               Exhibit 4(a), of Amended Form 10-Q of CBT
               Corporation dated September 6, 1994.
3(b), 4(b)    Articles of Amendment to the Articles of Incorporation 
               of CBT Corporation are incorporated by reference to
               Exhibit 4(b) of Form 10-Q of CBT Corporation dated
               June 30, 1995.

3(c), 4(c)     By-Laws of CBT Corporation are incorporated
               by reference to Exhibit 3, to the Registration
               Statement of Form S-14 of CBT Corporation
               (Registration No. 2-83583).

10(a)          **Form of Severance Protection Agreement
               between CBT Corporation and certain executive
               officers is incorporated by reference to Exhibit 10 of
               Form 10-Q of CBT Corporation dated September 30, 1996.

10(b)          **CBT Corporation 1986 Stock Option Plan  is
               incorporated by reference to Exhibit 4 of
               Registration Statement on Form S-8 of CBT
               Corporation (Registration No. 33-28512).

10(c)          **CBT Corporation 1993 Stock Option Plan
               is incorporated by reference to Form 10-Q
               of CBT Corporation dated March 31, 1993.

10(d)          **Salary Continuance Agreement is incorporated
               by reference to Exhibit 10(c) of the Form 10-K
               of CBT Corporation for the year ended December
               31, 1990.


                                Page 20
<PAGE>   21
10(e)          **Description of  Incentive Compensation  Plan (previously filed)

13             Portions of the Annual Report to Security      (previously filed)
               Holders
 
21             Subsidiaries of the Registrant                 (previously filed)

23             Consent of Independent Public Accountants      (previously filed)

23(a)          Consent of Independent Public Accountants            22 - 23

27             Financial Data Schedule                        (previously filed)




**     Denotes  management  contracts  or  compensatory  plans   or
arrangements required to be filed as exhibits to this Form 10-K.
                                 
                              Page 21
<PAGE>   22                                 

                         EXHIBIT NO. 23(a)
                                 
                            CONSENT OF
                  INDEPENDENT PUBLIC ACCOUNTANTS
                                 
                              Page 22
<PAGE>   23                                 
                                 
             CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                 

As independent public accountants, we hereby consent to incorporate
by reference of our report dated March 21, 1997, included in CBT
Corporation's annual report to shareholders in this Form 10-K/A  as
of December 31, 1996 into CBT Corporation's previously  filed
registration statements No. 33-34459 (Retirement, Savings and Profit
Sharing Plan) and No. 33-56305 (Retirement, Savings and Profit Sharing
Plan).



/s/  Allen & Company, PSC
ALLEN & COMPANY, PSC
April 29, 1997

                              Page 23