UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                                   
                               FORM 10-K
                                   
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES AND EXCHANGE ACT OF 1934.    FOR THE FISCAL
                            YEAR ENDED DECEMBER 31, 1997

                                  OR
         _____     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934.  FOR THE TRANSITION PERIOD FROM
          ________TO________
                                   
                       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)
                                   
Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 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              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 the registrant's knowledge,  in  definitive
proxy  information statements incorporated by reference in Part III  of
this Form 10-K or any amendment to this Form 10-K. ____

State  the  aggregate market value of the voting  stock  held  by  non-
affiliates  of  the  registrant  -  at  March  25,  1997,  $229,452,035
(assumes,   solely   for  purposes  of  this  computation,   that   all
shareholders,  other than directors and executive  officers,,  are  non-
affiliates).  Indicate the number of shares outstanding of each of  the
issuer's  classes  of common stock - as of  March 25,  1997,  7,863,626
shares.
<PAGE> 1
[CAPTION]
<TABLE>
                                   
                    This filing contains 102 pages.
                                   
                           TABLE OF CONTENTS
<S>                                                                 <C>       
                                   
     PART I                                                         PAGE

     Item 1.  Business                                                3
     Item 2.  Properties                                             13
     Item 3.  Legal Proceedings                                      13
     Item 4.  Submission of Matters to a Vote of Security Holders    13

     PART II

     Item 5.  Market for the Registrant's Common Stock               13
              and Related Stockholder Matters
     Item 6.  Selected Financial Data                                13
     Item 7.  Management's Discussion and Analysis of Financial      14
              Condition and Results of Operations
     Item 7a. Quantitative and Qualitative Disclosures about
              Market Risk                                            23
     Item 8.  Financial Statements and Supplementary Data            23
     Item 9.  Changes In and Disagreements with Accountants          46
              on Accounting and Financial Disclosure
     Item 10. Section 16(a) Benefical Ownership Reporting
              Complaince                                             48

     PART III

     Item 10. Directors and Executive Officers of the Registrant     48
     Item 11. Executive Compensation                                 49
     Item 12. Security Ownership of Certain Beneficial Owners and    55
              Management
     Item 13. Certain Relationships and Related Transactions         57

     PART IV

     Item 14. Exhibits, Financial Statement Schedules and Reports on 58
              Form 8-K

     SIGNATURES                                                      60
     EXHIBIT INDEX                                                   62

</TABLE>







This  Annual Report on Form 10-K contains statements relating to future
results  of  CBT  Corporation  ("CBT or  the  "Corporation")  that  are
considered   "forward-looking"  within  the  meaning  of  the   Private
Securities  Litigation  and Reform Act of  1995.   Actual  results  may
differ  materially  from  those expressed or implied  as  a  result  of
certain risks and uncertainties, including, but not limited to, changes
in  political  and  economic  conditions, interest  rate  fluctuations,
competitive  product  and  pricing pressures within  the  Corporation's
markets,  equity  and  fixed income market fluctuations,  personal  and
corporate   customers'   bankruptcies,  inflation,   acquisitions   and
integrations of acquired businesses, technological change,  changes  in
law, changes in fiscal, monetary, regulatory and tax policies, monetary
fluctuations, success in gaining regulatory approvals when required  as
well as other risks and uncertainties detailed from time to time in the
filings of the Corporation with the Securities and Exchange Commission.

<PAGE> 2
PART I
ITEM 1.  BUSINESS

CBT  Corporation ("CBT" or the "Corporation"), is a multi-bank  holding
corporation,  registered under the Bank Holding  Company  Act  of  1956
("the  Act"),  as  amended.  It was organized under  the  laws  of  the
Commonwealth  of Kentucky in March 1983.  CBT maintains  its  principal
headquarters  in Paducah, Kentucky.  It is the parent company  of  four
banks,  the  Bank  of Marshall County ("BMC"), Citizens  Bank  &  Trust
Company   ("Citizens"),  Graves  County  Bank  ("GCB"),  and  Pennyrile
Citizens Bank and Trust Company ("PCB"), and one federal savings  bank,
United  Commonwealth Bank, FSB  ("UCB").  Fidelity  Credit  Corporation
("FCC"),  a  consumer finance company, is a wholly-owned subsidiary  of
Citizens.   United  Commonwealth Service  Corporation  ("UCSC"),  which
provides  brokerage services to customers, is a wholly-owned subsidiary
of  UCB.  CBT provides financial services primarily in western Kentucky
through its 18 bank locations, with the consumer finance company having
27 locations throughout Kentucky.   At December 31, 1997, CBT had total
consolidated  assets of $1,078.5 billion, total loans net  of  unearned
interest  of  $722.0 million and total stockholders' equity  of  $120.1
million.   CBT  had 433 full-time equivalent employees at December  31,
1997.

CBT  offers its products through direct mail as well as through its  45
locations.   To meet the data processing needs of its banks,  CBT  uses
the services of a third party vendor.

CITIZENS BANK & TRUST COMPANY OF PADUCAH

Citizens  was  authorized to commence business in 1888 and  conducts  a
general  banking  business  encompassing most  of  the  services,  both
commercial  and  consumer, which banks may lawfully provide,  including
the  acceptance of demand, savings, and time deposits;  the  making  of
commercial,  consumer,  mortgage and credit card  loans;  personal  and
corporate  trust  services, safe deposit facilities, and  correspondent
banking  services.   Additional services  include  providing  brokerage
services  through  a  strategic alliance with J C  Bradford  &  Co.,  a
Nashville,  Tennessee-based regional brokerage firm.   While  primarily
serving  customers in the Paducah and McCracken County area,  Citizens'
market  area  also includes several other counties in western  Kentucky
and nearby southern Illinois.  At December 31, 1997 before intercompany
eliminations,  Citizens  had  total  assets  of  approximately   $637.5
million.

Citizens  conducts business in its principal office  at  333  Broadway,
Paducah, Kentucky and in 5 branches located within McCracken County.

Citizens  is  also the sole shareholder of Fidelity Credit Corporation,
described below.

FIDELITY CREDIT CORPORATION
                                   
FCC, a Kentucky corporation, engages in the business of making consumer
loans,  both  secured and unsecured.  FCC operates under  the  Consumer
Loan  Act  and  Industrial Loan Act of Kentucky.  In  addition  to  its
corporate  office  in  Paducah,  FCC  operates  27  offices  throughout
Kentucky.

FCC's   operations  are  primarily  financed  by  short  and  long-term
borrowings from two regional institutions.  In 1996, Citizens  provided
a  portion  of FCC's short term funding.  CBT guaranteed a  portion  of
FCC's borrowings from the regional institutions.  At December 31, 1997,
before intercompany eliminations, FCC had total assets of approximately
$34.9 million.


PENNYRILE CITIZENS BANK AND TRUST COMPANY

PCB,  organized  in  1976,  is  a full-service  commercial  bank  which
provides services similar to that of Citizens.  PCB's principal  office
is  located  at  2800 Fort Campbell Boulevard in Hopkinsville  and  has
three additional branches located within Christian County.  At December
31,  1997,  before intercompany eliminations, PCB had total  assets  of
approximately $88.2 million.


BANK OF MARSHALL COUNTY

BOMC,  organized  in  1903,  is a full service  commercial  bank  which
provides  services similar to that of Citizens. BMC's principal  office
is  located  in  Benton, Kentucky and it has two  branches  located  in
Draffenville and Gilbertsville, Kentucky.  At December 31, 1997, before
intercompany eliminations, BMC had total assets of approximately $166.6
million.

<PAGE> 3

GRAVES COUNTY BANK

GCB,  organized  in  1898,  is  a full service  commercial  bank  which
provides  services similar to that of Citizens.  GCB has four locations
in  Graves  County, Kentucky and maintains its main office in Mayfield,
Kentucky.   At  December 31, 1997 GCB had assets, before  inter-company
eliminations, of $90.2 million.


UNITED COMMONWEALTH BANK, F.S.B.

UCB,  located in Murray, Kentucky, is a federal savings bank  chartered
on  September  8, 1992 and opened on September 14, 1992.  UCB  provides
the  full  range  of  banking activities typically  associated  with  a
commercial  bank.  In the fourth quarter of 1995, UCB  formed  UCSC,  a
wholly-owned  subsidiary,  for  the  purposes  of  providing  brokerage
services to customers through the J. C. Bradford alliance.  At December
31,  1997, UCB had assets, before intercompany eliminations,  of  $88.3
million.


SUPERVISION AND REGULATION

Bank Holding Companies and Savings and Loan Holding Companies
As  a  registered bank holding company, CBT is regulated under the  Act
and  is  subject to supervision and regular inspection by the Board  of
Governors  of  the  Federal Reserve System ("Federal  Reserve  Board").
The Act requires, among other things, the prior approval of the Federal
Reserve  Board  in any case where CBT proposes to (i)  acquire  all  or
substantially  all  of the assets of any bank, (ii) acquire  direct  or
indirect  ownership  or control of more than 5 percent  of  the  voting
shares  of any bank or (iii) merge or consolidate with any bank holding
company.

Under  the  Act,  CBT  is  prohibited, with  certain  exceptions,  from
acquiring  direct or indirect ownership or control of more than  5%  of
any  class  of voting shares of any non-banking corporation.   Further,
CBT  may not engage in any business other than managing and controlling
banks or furnishing certain specified services to subsidiaries, and may
not  acquire  voting control of non-banking corporations  except  those
corporations  engaged in businesses or furnishing  services  which  the
Federal Reserve Board deems to be so closely related to banking as  "to
be a proper incident thereto."  The Federal Reserve Board has
determined  that  a  number of activities meet this standard  including
making  and  servicing  loans; performing certain fiduciary  functions;
leasing  real  and  personal  property;  underwriting  and  dealing  in
government   obligations   and  certain   money   market   instruments;
underwriting  and  dealing,  to a limited  extent,  in  corporate  debt
obligations and other securities that banks may not deal in;  providing
foreign  exchange  advisory  and transactional  services;  and  owning,
controlling  or  operating  a  savings  association,  if  the   savings
association  engages only in deposit-taking activities and lending  and
other activities that are permissible for bank holding companies.   The
Board, from time to time, may revise the list of permitted activities.

Bank  holding companies and their subsidiary banks are also subject  to
the  provisions of the Community Reinvestment Act of 1977,  as  amended
("CRA").   Under the CRA, each subsidiary bank's record in meeting  the
credit  needs of the community served by the bank, including  low-  and
moderate-income  neighborhoods, is annually  assessed  by  that  bank's
primary regulatory authority.  When a bank holding company applies  for
approval  to acquire a bank or other bank holding company, the  Federal
Reserve Board will review the assessment of each subsidiary bank of the
applicant  bank holding company, and such records may be the basis  for
denying the application.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Interstate Banking Act") removed state law barriers to interstate
bank   acquisitions   and,  effective  June  1,   1997,   permits   the
consolidation  of interstate banking operations.  Under the  Interstate
Banking  Act, adequately capitalized and managed bank holding companies
may  now  acquire  banks  in  any state,  subject  to  CRA  compliance,
compliance   with  federal  and  state  antitrust  laws   and   deposit
concentration  limits, and subject to any state  laws  restricting  the
acquisition of a bank that has not been in existence for a minimum time
period  (up  to five years).  In addition, the Interstate  Banking  Act
also  permits any bank that is controlled by a bank holding company  to
act  as  agent for any affiliated financial institution in deposit  and
loan  transactions, regardless of  whether the institutions are located
in  the  same  or  different  states.   The  Interstate  Banking  Act's
interstate  branching  provisions became operative  on  June  1,  1997,
although  any  state  can,  prior to that time,  adopt  legislation  to
accelerate  interstate branching or prohibit it completely.   Effective
June 1, 1997, subject to the receipt of prior regulatory approval,  the
interstate  branching provisions and implementing Kentucky  legislation
permits  Kentucky  banks  to  merge across state  lines,  provided  the
acquired bank has been in existence for at least five years and  a  15%
deposit concentration limit is not exceeded.

Under  Federal Reserve Board policy, a bank holding company is expected
to  act  as  a  source of financial strength to each of its  subsidiary
banks  and to commit resources, including capital funds during  periods
of  financial stress, to support each such bank.  Although this "source
of  strength"  policy  has been challenged in litigation,  the  Federal
Reserve  Board continues to take the position that it has the authority

<PAGE> 4
to  enforce  it.  Consistent with its "source of strength"  policy  for
subsidiary  banks,  the Federal Reserve Board has  stated  that,  as  a
matter of prudent banking, a bank holding company generally should  not
maintain  a  rate of cash dividends unless its net income available  to
common  shareholders has been sufficient to fund fully  the  dividends,
and the prospective rate of earnings retention appears to be consistent
with  the  company's capital needs, asset quality and overall financial
condition.

Subsidiary Banks
CBT's  subsidiary banks are subject to supervision and  examination  by
applicable  federal and state banking agencies. UCB is also subject  to
supervision  and  examination  by  the  Office  of  Thrift  Supervision
("OTS").   All  of the subsidiary banks are insured by,  and  therefore
subject  to  regulations of, the Federal Deposit Insurance  Corporation
("FDIC"),  and are also subject to requirements and restrictions  under
federal  and  state  law, including requirements to  maintain  reserves
against  deposits, restrictions on the types and amounts of loans  that
may  be  granted  and  the interest that may be  charged  thereon,  and
limitations on the types of investments that may be made and the  types
of   services  that  may  be  offered.   Numerous  consumer  laws   and
regulations  also  affect  the  operations  of  the  bank  subsidiaries
including,  among  others, disclosure requirements, anti-discrimination
provisions,  and  substantive contractual limitations with  respect  to
deposit  accounts.  The banking agencies, together with the Departments
of  Justice and Housing and Urban Development, have announced that they
intend   to   enforce   more  rigorously  compliance   with   community
reinvestment,  anti-discrimination and  other  fair  lending  laws  and
regulations.  In addition to the impact of regulation, commercial banks
are  affected significantly by the actions of the Federal Reserve Board
as it attempts to control money supply and credit availability in order
to influence the economy.

The  FDIC, in the case of CBT's commercial bank subsidiaries,  and  the
FDIC  or  OTS,  in the case of UCB, have the authority to prohibit  any
such  institution  from engaging in an unsafe or  unsound  practice  in
conducting its business.  The payment of dividends, depending upon  the
financial condition of the institution in question, could be deemed  to
constitute  such  an  unsafe or unsound practice,  and  the  regulatory
agencies have indicated their view that it generally would be an unsafe
and  unsound practice to pay dividends except out of current  operating
earnings.   The  ability of the institutions to pay  dividends  in  the
future  is  presently,  and could be further  influenced,  among  other
things,  by  applicable capital guidelines or by  bank  regulatory  and
supervisory policies.

The  ability  of a banking institution to make funds available  to  its
parent company is also subject to restrictions imposed by federal  law.
Generally,  no bank subsidiary may extend credit to the parent  company
on  terms and under circumstances which are not substantially the  same
as  comparable extensions of credit to non-affiliates.  No extension of
credit  may  be  made to the parent company which is in  excess  of  10
percent of the capital stock and surplus of such bank subsidiary or  in
excess of 20 percent of the capital and surplus of such bank subsidiary
as  to  aggregate  extensions of credit to the parent company  and  its
subsidiaries.  In certain circumstances, federal regulatory authorities
may  impose  more restrictive limitations.  Such extensions of  credit,
with limited exceptions, must be fully secured by collateral.

CBT's  bank  subsidiaries  are also subject  to  the  "cross-guarantee"
provisions  of  federal  law  which  provide  that  if  one  depository
institution  subsidiary  of  a  multi-bank  holding  company  fails  or
requires  FDIC  assistance, the FDIC may assess a  commonly  controlled
depository  institution for the actual or estimated losses suffered  by
the FDIC.  Such liability could have a material adverse effect upon the
financial condition of any assessed bank and its parent company.  While
the  FDIC's  claim  is junior to the claims of depositors,  holders  of
secured  liabilities, general creditors and subordinated creditors,  it
is superior to the claims of shareholders and affiliates.

The  federal  banking agencies possess broad powers to take  corrective
action as deemed appropriate for an insured depository institution  and
its  holding company.  The extent of these powers depends upon  whether
the   institution   in  question  is  considered  "well   capitalized",
"adequately    capitalized",    "undercapitalized"    or    "critically
undercapitalized".   At  December 31, 1996,  all  of  the  subsidiaries
exceeded  the required ratios for classification as "well capitalized."
Generally, as an institution is deemed to be less well capitalized, the
scope  and  severity of the agencies' powers increase.   The  agencies'
corrective powers can include, among other things, requiring an insured
financial institution to adopt a capital restoration plan which  cannot
be  approved  unless guaranteed by the institution's   parent   holding
company; placing limits on asset growth and restrictions on activities;
placing restrictions on transactions with affiliates; restricting the  
interest rate the institution may pay on deposits; prohibiting the 
institution from accepting deposits from correspondent banks; prohibiting  
the payment of principal or interest on subordinated debt; prohibiting 
the holding  company  from  making  capital  distributions without prior
regulatory  approval; and, ultimately, appointing a  receiver  for  the
institution.  Business  activities  may  also  be  influenced   by   an
institution's  capital  classification.  For  instance,  only  a  "well
capitalized"  depository  institution  may  accept  brokered   deposits
without  regulatory approval and an "adequately capitalized" depository
institution  may  accept brokered deposits only with  prior  regulatory
approval.   For additional information about capital for  CBT  and  its
principal subsidiaries, see Note 9 on page 37 of this document.
                                   
<PAGE> 5

Non-bank Subsidiaries
Fidelity  Credit  Corporation  is subject  to  regulatory  restrictions
imposed  by  federal  and state regulatory agencies,  with  respect  to
consumer and other laws.
                                   
GOVERNMENTAL POLICIES

The operations of financial institutions may be affected by legislative
changes.   For  example,  Congress  is  presently  considering  various
administrative  and  legislative  proposals,  including  proposals   to
consolidate the bank regulatory agencies and to amend various  consumer
protection  laws.  In addition, Congress is considering various  issues
relating  to  the  separation of banking and  commerce  including,  for
example, the repeal of the Glass Stegall Act.

Financial institutions' operations also may be affected by the policies
of   various  regulatory  authorities.   In  particular,  bank  holding
companies and their subsidiaries are affected by the credit policies of
the  Federal  Reserve  Board.  An important  function  of  the  Federal
Reserve Board is to regulate the national supply of bank credit.  Among
instruments  of  monetary policy used by the Federal Reserve  Board  to
implement its objectives are: open market operations in U.S. Government
securities;  changes  in  the discount rate  on  bank  borrowings;  and
changes in reserve requirements on bank deposits.

These  instruments of monetary policy are used in varying  combinations
to influence the overall level of bank loans, investments and deposits,
the interest rates charged on loans and paid for deposits, the price of
the  dollar  in  foreign exchange markets, and the level of  inflation.
The  monetary  policies  of  the  Federal  Reserve  Board  have  had  a
significant effect on the operating results of banking institutions  in
the  past and are expected to continue to do so in the future.   It  is
not  possible  to predict the nature of future changes in monetary  and
fiscal policies, or the effect that they may have on CBT's business and
earnings.

COMPETITION

Bank  holding companies and their subsidiaries are subject  to  intense
competition from various financial institutions and other companies  or
firms  that  engage in similar activities.  CBT's banking  subsidiaries
compete  for  deposits  with  other commercial  banks,  savings  banks,
savings associations, insurance companies, credit unions and issuers of
commercial  paper and other securities, such as shares in money  market
funds.  In making loans, the Banks compete with other commercial banks,
savings banks, savings associations, consumer finance companies, credit
unions,  leasing  companies and other lenders.     In  providing  trust
services,  brokerage  services  and  money  management  services,   CBT
competes  with  other  commercial  banks,  trust  companies,  brokerage
houses,  mutual  fund  managers  and insurance  companies.   Many  such
competitors  have  substantial  resources  and  operations  which   are
national or international in scope.

<PAGE> 6

STATISTICAL INFORMATION

Table 1
SELECTED FINANCIAL DATA SUMMARY, LAST FIVE YEARS
($ in thousands except per common share data)
<TABLE>
<CAPTION>
                              1997    1996     1995    1994    1993
                                                             
<S>                     <C>        <C>     <C>      <C>       <C>            
RESULTS OF OPERATIONS:                                             
  Net interest income   $  43,368 $ 41,404 $ 40,174 $  38,696  $ 33,598
  Provisions for loan 
   losses                   4,088    2,883    1,106     1,361     1,366
  Net interest income 
   after provision              
   for loan losses         39,280   38,521   39,068    37,335    32,232
   
  Non-interest income       9,462    8,697    7,904     6,649     6,330
  Gain on sale of finance    
   receivables                337      -         -        -         553
  Gain (loss) on sale of 
   securities                  22       35      268      (136)      134
  Non-interest expense     31,054   30,982   30,475    28,129    25,236
  Income before income     18,047   16,271   16,765    15,719    14,013
   taxes
  Income taxes              5,201    4,646    4,741     4,233     3,565
  Net income             $ 12,846  $11,625  $12,024  $ 11,486  $ 10,448
PER COMMON SHARE DATA:                                             
  Net income
    Primary              $   1.63     1.48     1.52      1.45      1.32
    Diluted                  1.62     1.47     1.51      1.44      1.31
  Cash dividends             0.52     0.50     0.46      0.43      0.39
  Book value per 
   common share at 
   year-end (a)             15.27    14.02    13.20     11.52     11.19
AVERAGES:                                                          
  Asse                 $1,000,558 $920,592  $881,556 $838,608  $755,936
  Deposits and corporate
   cash management
   repurchase agreements  769,073  706,831   699,213  689,671   634,258
  Loans, net              699,220  656,007   631,216  567,182   481,664
  Stockholders' equity    115,264  107,847   100,999   92,495    84,914
                                                                   
PERFORMANCE RATIOS                                                 
  Return on average 
   assets (b)               1.28%    1.26%     1.36%    1.37%     1.38%
  Return on average 
   stockholders'
   equity (b)              11.14    10.78     11.91    12.42     12.30
  Average stockholders' 
   equity to average
   assets                  11.52    11.71     11.46    11.03     11.23
  Dividend pay out ratio   31.83    33.84     30.28    28.63     23.19
  Net charge-offs to           
   average loans            0.43     0.85      0.26     0.15      0.04
  Allowance for loan losses                                         
   as a percentage of
   year-end loans           1.26     1.20      1.71     1.87      2.10
  Net interest margin (tax
   equivalent)              4.76     4.91      4.96     5.04      4.88

(a) Includes SFAS 115.
(b) Excludes SFAS 115.
</TABLE>

<PAGE> 7

Table 2
ANALYSIS OF CHANGES IN NET INTEREST INCOME
(tax equivalent basis, $ in thousands)
<TABLE>
<CAPTION>

                               1997 vs 1996         1996 vs 1995
                              Attributed to         Attributed to
                                          Total                 Total
                                         Dollar                 Dollar
                           Volume  Rate  Change  Volume    Rate Chang
<S>                      <C>       <C>    <C>     <C>    <C>    <C>            
Interest income on:                                             
Loans, net               $  4,223  $  89  $4,312  $2,419 $ (933) $1,486
Taxable investment
 securities                 1,288    176   1,464     326    (76)    250
Tax-exempt investment
 securities                   905    197   1,102     529   (254)    275
Federal funds sold and      
 other                        161      7     168     (71)   (15)    (86)
Total interest income       6,577    469   7,046   3,203  (1,278) 1,925
                      
Interest expense on:                                                 
Deposits                    2,265    919   3,184     340    (402)   (62)
 Federal funds purchased  
  and securities sold 
  under agreements to
  repurchase                  257    176     433     168   (187)    (19)
 Other                        586    172     758   1,188   (452)    736
   Total interest  
    expense                 3,108  1,267   4,375   1,696 (1,041)   (655)      
Net interest income      $  3,469 $ (798) $2,671  $1,507 $ (237) $1,270

  Note: For purposes of this schedule, changes which are not due solely
to volume or solely to rate have been allocated to rate.
</TABLE>

<PAGE> 8
Table 3
THREE YEAR AVERAGE BALANCE AND NET INTEREST  ANALYSIS
(tax equivalent basis, $ in thousands)
<TABLE>
<CAPTION>
           1997                       1996                     1995   
 Average  Interest  Yield   Average  Interest Yield  Average  Interest Yield
 Balance   & Fees   /Rate   Balance   & Fees  /Rate  Balance  &  Fees  /Rate  
ASSETS
<C>       <C>      <C>      <C>      <C>      <C>    <C>     <C>      <C>
Earning Assets                                                         
  Loans, net (1)
$  699,220 $ 68,331   9.77% $656,007   $64,019   9.76% $631,216 $62,533  9.91%
  Taxable investment securities                                                
    72,294   4,882    6.75    69,017     4,546   6.59    55,481   3,633  6.55
  Tax-exempt securities                                                      
    71,115   6,019    8.46    60,425     4,917   8.14    53,921   4,642  8.61
  Mortgage-backed securities                                                   
    99,463   6,525    6.56    83,203     5,397   6.49    91,925   6,060  6.59
  Federal funds sold & other
     3,666     201    5.48       721        33   4.58     2,267     119  5.25
Total earning assets
   945,758   85,958   9.09   869,373    78,912   9.08%  834,810  76,987  9.22%
Non-earning assets                                                             
 Cash and due from banks
    28,022                    30,139                     28,614            
 Premises & equipment net                     
    18,261                    12,173                     17,584                
 Other
    17,584                    12,173                     12,106
 Allowance for loan losses
    (9,067)                   (9,690)                   (11,412)           
Total assets
$1,000,558                 $ 920,592                  $ 881,556

LIABILITIES AND                     
STOCKHOLDERS'
EQUITY
 Demand deposits
$  154,794   $  4,845   3.13 $ 136,383   $ 3,584 2.63% $ 139,551  $ 4,374 3.13%
 Time deposits
   446,719     25,964   5.81   418,311    24,048 5.75    411,016   23,545 5.73  
 Savings
    50,819      1,663   3.27    49,649     1,656 3.34     46,769    1,656 3.06
 Federal funds purchased                                                    
  and securities sold
  under agreements to
  repurchase
    53,276     2,389   4.48    47,541     1,956 4.11     43,457    1,975 4.54  
 Other
    92,428     5,756   6.22    83,023     4,998 6.02     63,286    4,262 6.74 
Total interest-bearing liabilities
   798,03     40,617   5.09  734,9079    36,242 4.93%   704,079   35,588 5.10
 Other borrowings                                                               
  Demand deposits
    70,494                     67,044                    66,554
  Other liabilites
    16,764                     11,285                     9,434
Total liabilities
   885,294                    812,746                   780,557
Total stockholders' equity
   115,264                    107,846                   100,999
Total liabilites and
 and stockholers' equity                                                       
$1,000,558                   $920,592                  $881,556
Net  interest income
            $45,341                      $42,670                  $41,399
Net  interest margin     
                       4.79%                    4.91%                     4.96%


  (1) Non-accruing loans are included in the average balances.
</TABLE>

<PAGE> 9
<TABLE>
<CAPTION>
Table 4
MATURITY DISTRIBUTION OF INVESTMENT SECURITIES HELD TO MATURITY
DECEMBER 31, 1997
($ in thousands)


                                                                   Estimted
                                   Amortized Cost                      Fair
                                                                     Market
                          Within    1-5    5-10    After                   
                          1Year    Years   Years   10 Years  Total   Total
                          Year                     
                          <C>      <C>     <C>     <C>       <C>     <C>     
U. S. Government agency    
 obligations              $ 500   $  153       -        -    $    653  $   662
State and other             
 political subdivisions     421    3,461   22,485  33,126      59,493   62,561
  Total                   $ 921   $3,614  $22,485 $33,126    $ 60,146  $63,223
Weighted average tax
 equivalent yield          7.63%   10.05%    9.31%   8.07%        .64%    8.67%

</TABLE>

MATURITY DISTRIBUTION OF INVESTMENT SECURITIES AVAILABLE FOR SALE
DECEMBER 31, 1997
($ in thousands)
<TABLE>
<CAPTION>
                                                                      Estimated
                                    Amortized Cost                         Fair
                          Within   1-5     5-10     After      Total      Total
                          1 Year   Years   Years    10 Years
<S>                       <C>      <C>     <C>       <C>     <C>      <C>
U. S. Treasury
 securities               $ 2,995  $ 1,620 $     -   $     - $  4,615 $  4,624
U. S. Government 
 agency obligations         1,301   13,151  23,335    16,000   53,787   53,911
State and other 
 political subdivisions         -      809   1,699    25,819   28,327   28,811
Mortgaged backed              848    3,880  18,752    80,854  104,334  105,316
Structured bonds              200        -       -         -      200      200
De-leveraged bonds            500        -       -         -      500      501
FHLB stock and other           -         -     100    10,460   10,560   10,560
   Total                  $ 5,844  $19,460 $43,886  $133,133 $202,323 $203,923
Weighted average tax 
  equivalent yield          5.88%    6.74%   6.92%     7.11%    7.00%    7.00%

All mortgage-backed securities met the FFIEC stress test guidelines  at
December  31, 1997 and 1996.  The average expected maturities  of  such
securities is approximately 3 years.
</TABLE>

Table 5
LOAN PORTFOLIO AT DECEMBER 31, FIVE YEAR SUMMARY
($ in thousands)
<TABLE>
<CAPTION>
                             1997      1996        1995     1994     1993
<S>                      <C>       <C>        <C>       <C>       <C>
Commercial, industrial,                                              
 & agricultural loans    $243,801  $226,115   $216,528  $230,018  $180,426
                                                            
Residential real estate                                              
 & mobile home loans      294,270   279,803    253,555   240,850   222,867     
Installment loans         202,609   190,824    184,775   155,829   130,457
 Total loans              740,680   696,742    654,858   626,651   533,750
Less:  unearned interest    9,486     9,524     10,197    10,643     9,565
   Loans, net            $731,194  $687,218   $644,661   $616,00  $524,185
</TABLE>

<PAGE> 10
<TABLE>
<CAPTION>
Table 6
COMPOSITION OF LOAN PORTFOLIO AT DECEMBER 31, BY TYPE
($ in thousands)

                                   1997   1996   1995   1994  1993
<S>                                <C>    <C>    <C>    <C>   <C>
Commercial, industrial, &  
 agricultural loans                  33%    33%    33%    37%   34%
Residential real estate & 
 mobile home loans                   40     40     39     38    42
Installment loans                    27     27     28     25    24
  Total                             100%   100%   100%   100%  100%
</TABLE>

<TABLE>
<CAPTION>

Table 7
NON-PERFORMING ASSETS - DECEMBER 31
($ in thousands)
                           1997    1996    1995    1994   1993
<S>                      <C>     <C>     <C>     <C>     <C>
            
Non-accrual loans        $5,533  $5,158  $4,059  $1,806  $  759
Ninety days past due      1,643   2,207     785     494     298
Other real estate owned     275       -      30       7     128
  Total non-performing 
    assets               $7,451  $7,365  $4,874  $2,307  $1,185
Non-performing assets as                                      
 a % of total loans and
 other real estate owned  1.02%   1.07%   0.77%   0.37%   0.23%

</TABLE>

<TABLE>
<CAPTION>
Table 8
ALLOWANCE FOR LOAN LOSSES
($ in thousands)
                               1997     1996      1995      1994      1993
<S>                        <C>      <C>       <C>       <C>       <C>
Balance, beginning 
  of year                  $  8,243 $ 11,004  $ 11,533  $ 10,998  $ 10,022
Loans Charged-Off:                                                            
  Commercial                  1,015    3,956       687       488       283
  Residential                   330      131       159        33        32
  Consumer                    2,423    2,072     1,150       734       518
 Total                        3,768    6,159     1,996     1,255       833
Recoveries on Charged-Off
 Loans:                                               
  Commercial                    390      154       122       245       352
  Residential                    22        2        23        20        61
  Consumer                      320      359       210       164       207
 Total                          732      515       355       429       620
Net Charge-Offs               3,036    5,644     1,641       826       213
Provision for Loan Losses     4,088    2,883     1,106     1,361     1,366
Adjustments related to 
 purchase/sale of
 finance receivables            (52)       0         6         0      (177)
Balance, end of year       $  9,243  $ 8,243  $ 11,004  $ 11,533  $ 10,998
Average loans for 
 the year                  $699,220 $656,007  $631,216  $567,182  $481,664
Allowance/ year-end loans      1.26%    1.20%     1.71%     1.87%     2.10%
Net charge- offs/average 
 loans                         0.43%    0.86%     0.26%     0.15%     0.04%

</TABLE>

<PAGE> 11
<TABLE>
<CAPTION>

Table 9
MANAGEMENT'S ALLOCATION OF ALLOWANCE FOR LOAN LOSSES -
DECEMBER 31, 1997
($ in thousands)
               1997       1996      1995       1994       1993
<S>        <C>        <C>       <C>        <C>        <C> 
Commercial $  3,039   $  3,003  $  4,834   $  3,724   $  3,359
Residential   1,234      1,260     1,425      1,500      1,488
Consumer      3,487      3,011     2,750      2,559      2,486
Unallocated   1,483        969     1,995      3,750      3,665
  Total    $  9,243   $  8,243  $ 11,004   $ 11,533   $ 10,998

</TABLE>

<TABLE>
<CAPTON>
Table 10
CONTRACTUAL LOAN MATURITIES AND INTEREST SENSITIVITY
($ in thousands)
                     One Year    One Through   Over     Total
                      or Less    Five Years    Five     Gross
                                               Years     Loans
<S>                 <C>          <C>        <C>      <C>
Commercial          $ 133,417    $  78,574  $ 31,810 $ 243,801
Residential            53,200       56,886   184,184   294,270
Consumer               79,629      119,429     3,551   202,609
   Total            $ 266,246      254,889   219,545   740,680
Loans with fixed    
 rates              $ 117,063      155,826    31,300   304,189
Loans with floating 
 rates                149,183       99,063   188,245   436,491
   Total            $ 266,246      254,889   219,545   740,680

</TABLE>

<TABLE>
<CAPTION>
Table 11
AVERAGE DEPOSITS AND CORPORATE CASH MANAGEMENT REPURCHASE AGREEMENTS
($ in thousands)
                                 1997      1996      1995      1994      1993
<S>                          <C>       <C>       <C>       <C>       <C>
Savings, daily 
  interest checking          $147,887  $146,393  $140,212  $144,408  $132,927
Money market accounts and                                            
 corporate cash management     
 repurchase agreements        103,975    75,573    80,941    90,118    82,814
Certificates of deposit        90,066    75,426    68,664    67,299    62,314
 $100,000 and over
Other time deposits           356,651   342,885   342,351   323,847   298,208
 Total interest bearing       
  deposits                    698,579   640,277   632,168   625,672   576,263
Demand deposits                70,494    66,554    67,045    63,999    57,995
   Total deposits and                                         
    corporate cash management       
    repurchase agreements    $769,073  $706,831  $699,213  $689,671  $634,258

</TABLE>

<TABLE>
<CAPTION>
Table 12

  CERTIFICATES OF DEPOSIT OF $100,000 OR MORE - DECEMBER 31
  ($ in thousands)
                                1997     1996
<S>                        <C>       <C>
3 months or less           $  20,333 $ 15,508
3 - 6 months                  12,349   13,435
6 - 12 months                 21,941   29,700
Over 12 months                22,221   27,342
  Total                    $  76,844 $ 85,985
</TABLE>

<PAGE> 12
ITEM 2.  PROPERTIES

The executive and administrative offices of CBT and the main office  of
Citizens  consists  of six floors of the ten story  building  known  as
Citizens  Bank Building, which is located in downtown Paducah, Kentucky
with a street address of 333 Broadway.  Citizens owns the Citizens Bank
Building  and  properties on which all its branches are located.   PCB,
GCB,  and  BMC own their respective main offices and land.   All  other
branch  locations of Citizens and CBT subsidiaries as well as the  main
office  of UCB are owned by CBT.  BMC owns a building adjacent  to  its
main  office  that  houses  the deposit operations  function  for  CBT.
Because of the nature of FCC's business, it generally maintains offices
with  a  limited square footage, often in strip shopping centers.   For
these reasons and to give it maximum flexibility, FCC leases all of its
locations under short term leases (generally three to five years)  with
annual aggregate lease payments of approximately $375,000.


ITEM 3.   LEGAL PROCEEDINGS

In the ordinary course of operations, CBT's subsidiaries are defendants
in  various legal proceedings.  In the opinion of management, there  is
no  proceeding pending, or, to the knowledge of management,  threatened
in  which an adverse decision could result in a material adverse change
in  the  business  or consolidated financial position  of  CBT  or  its
subsidiaries.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART 11
ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS

At  March 25, 1998, CBT had issued and outstanding 7,863,627 shares  of
common stock.  The approximate number of record holders as of March 25,1998
was 1,412.

CBT  Corporation  common stock is traded on the NASDAQ National  Market
under the symbol CBTC.

The  following table summarized transactions in common stock  and  cash
dividends  declared  in 1997 and 1996.  The trading  price  information
reflects  the range of actual closing sales prices for CBT  Corporation
common stock as reported to NASDAQ.
<TABLE>
<CAPTION>

                          Market Value        Cash      
                         Low       High    Dividends  
<S>                     <C>       <C>         <C>
1st Quarter 1997        $ 20.50   $ 26.50     $0.13  
2nd Quarter 1997          20.25     24.50      0.13  
3rd Quarter 1997          21.00     25.63      0.13  
4th Quarter 1997          23.50     32.75      0.13  
                                                     
1st Quarter 1996        $ 21.50   $ 24.50     $0.12  
2nd Quarter 1996          21.50     24.25      0.12  
3rd Quarter 1996          20.00     23.50      0.13  
4th Quarter 1996          20.00     28.00      0.13  
</TABLE>

CBT  Corporation  has  not  engaged in the  purchase  or  sale  of  any
unregistered securities during 1997.


ITEM 6.  SELECTED FINANCIAL  DATA

The  information  required by this item appears  in  Part  1.  Item  1.
Statistical  Information and in Part II. Item 8.  Financial  Statements
and Supplementary Data and is incorporated herein by reference.

<PAGE> 13
                                   
ITEM  7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
           AND RESULTS OF OPERATIONS

CBT  Corporation ("CBT") is a multi-bank holding company that  consists
of four state chartered commercial banks, one Federal Savings Bank, and
a  consumer finance company. The banks' 18 locations provide  financial
services  primarily in western Kentucky, while the finance company  has
27  locations  throughout  the  state.  The  following  discussion  and
analysis  is  presented on a consolidated basis, with  all  significant
intercompany accounts and transactions eliminated.
  
CBT  reported  net income of $12,846,000 in 1997, an increase  of  10.5
percent  compared to earnings of $11,625,000 in 1996 and a 6.8  percent
increase over earnings of $12,024,000 in 1995. Net income per share was
$1.63 in 1997, compared with $1.48 in 1996 and $1.52 in 1995.
  
Return on average equity was 11.14 percent in 1997, compared with 10.78
percent  for 1996 and 11.91 percent for 1995. Return on average  assets
was  1.28 percent for 1997 compared with 1.26 percent for 1996 and 1.36
percent for 1995.
  

CONSOLIDATED INCOME STATEMENT ANALYSIS

Net Interest Income

Net interest income is the difference between interest earned on assets
and  interest incurred on liabilities. It is affected by changes in the
mix  and  volume  of  earning assets and interest-bearing  liabilities,
their  related  yields,  and  overall interest  rates.  For  discussion
purposes  herein, net interest income is presented on a  tax-equivalent
basis  with adjustments made to present yields on tax-exempt assets  as
if such income was fully taxable.

In  1997,  tax-equivalent net interest income provided 82.2 percent  of
CBT's  tax-equivalent revenue, compared with 83.0 percent in  1996  and
83.5  percent  in  1995. Total tax-equivalent net interest  income  was
$45,341,000  in  1997,  a  6.3 percent increase  over  the  $42,670,000
reported  in  1996. Growth in tax-equivalent net interest  income  over
1996  was due to an 8.8 percent growth in average earning assets, which
was  partially  offset  by  a 12 basis point decline  in  net  interest
margin.  The  growth  in average earning assets was  caused  by  a  6.6
percent  increase in average loans and a 14.2 percent growth in average
securities  in 1997 compared to 1996. Average consumer loans  grew  6.7
percent in 1997 over 1996, while average commercial loans increased 3.2
percent and average residential real estate loans increased 9.0 percent
year-over-year.   Average taxable securities,  exclusive  of  mortgage-
backed  instruments, increased 4.7 percent in 1997  compared  to  1996,
while  average  tax-exempt securities grew 17.7 percent  for  the  same
period.   Average mortgage-backed securities increased 19.5 percent  in
1997 compared to 1996.
  
The  1996 increase in tax-equivalent net interest income of 3.0 percent
over  the $41,399,000 reported in 1995 was due to a 4.1 percent  growth
in average earning assets offset in part by a 5 basis point decrease in
net interest margin.

Net  interest  margin, the ratio of tax-equivalent net interest  income
divided  by average earning assets, was 4.79 percent in 1997,  compared
with  4.91  percent  in 1996 and 4.96 percent in 1995.   The  following
schedule presents yields and rates on key components of interest income
and interest expense which determine the net interest margin:
<TABLE>
<CAPTION>
                          For the year ended December 31,      
                                1997        1996        1995
<S>                            <C>         <C>         <C>               
Yields/Costs               
Securities                      7.17%       6.99%       7.12%
Loans (including fees)          9.77        9.76        9.91
Federal funds sold/other        5.48        4.58        5.25
Earning assets                  9.09        9.08        9.22
                                                            
Interest-bearing                4.98        4.85        4.91
 deposits
Borrowings                      5.59        5.33        5.84
Interest-bearing                5.09        4.93        5.05
 liabilities
                                                            
Net interest rate spread        3.76        4.15        4.17
Net interest margin
 including fees                 4.79        4.91        4.96
</TABLE>

<PAGE> 14

The decline in net interest margin between 1997 and 1996 was caused  by
higher  funding costs.  Loan yields were virtually flat comparing  1997
to  1996.   Increased competition and non-accrual loans drove  interest
related  loan  yields  down  3 basis points  while  loan  related  fees
improved  the  overall  yield  by 4 basis points.   Another  mitigating
factor  was  higher security yields.  Also affecting the  net  interest
margin  was  the  increase  in 1997 of the securities  portfolio  as  a
percent  of total earning assets.  While security yields were improved,
they  still lagged behind loan yields and as securities have assumed  a
more prominent position in CBT's earning asset mix, net interest margin
was  adversely  affected. The decrease in net interest margin  in  1996
compared to 1995 reflects lower earning asset yields, which dropped  14
basis  points, partially mitigated by lower interest-bearing  liability
costs,  which fell 12 basis points.  A portion of the decline  in  loan
yields was a result of increased non-accrual loans in 1996 compared  to
1995.

Provision for Loan Losses

The  provision  for loan losses reflects management's judgment  of  the
current  period cost associated with maintaining adequate reserves  for
the  credit  risk  inherent in CBT's loan portfolio.  The  consolidated
provision  for  loan  losses was $4,088,000 in  1997,  a  41.8  percent
increase  from  the  $2,883,000 provision level in  1996  and  a  269.6
percent  increase  from the $1,106,000 provision  level  in  1995.  The
provision  for loan losses was 0.58 percent of average loans  in  1997,
compared  with  0.44  percent in 1996 and 0.18  percent  in  1995.  The
increase  in the amount of provision for loan losses in 1997  and  1996
compared  with 1995, reflects the significant increase in loan  charge-
offs  in  1997 and 1996, principally related to two commercial accounts
and increased consumer loan charge-offs experienced during the period.

Net  loan  losses  were  $3,036,000 in 1997, $5,644,000  in  1996,  and
$1,641,000 in 1995. Net loan losses as a percent of average loans  were
0.43 percent in 1997, compared to 0.85 percent in 1996 and 0.26 percent
in  1995.  The decrease in net loan losses in 1997 and 1995 as compared
to  1996  was  primarily due to charge-offs on two  commercial  credits
totaling  $3.6 million experienced in 1996.  Consumer loan losses  have
increased over the last two years.

Non-Interest Income

Non-interest  income  represented 17.8 percent of CBT's  tax-equivalent
revenue in 1997, compared with 17.0 percent in 1996 and 16.5 percent in
1995.  Consolidated non-interest income increased 12.5 percent in  1997
to  $9,821,000.  Non-interest income was enhanced by sales  of  finance
receivables  by  FCC  that generated $337,000 in gains.   Exclusive  of
asset  sales,  non-interest income increased 8.8% in  1997  over  1996.
Trust  fees  decreased  6.0  percent to $1,067,000  compared  to  1996.
Investment advisory fees increased 20.9 percent to $1,180,000  in  1997
compared  to $976,000 in 1996.  Increased business volume was primarily
responsible  for  this increase. Service charges  on  deposit  accounts
remained  virtually unchanged at $3,338,000 compared to the 1996  total
of  $3,341,000.  Direct  consumer  loan  growth  pushed  credit-related
insurance  fees  up 11.3 percent in 1997 to $1,480,000  over  the  1996
total  of  $1,330,000. Car club revenue (included in Other fee  income)
increased  $116,000  or  20.0 percent led by  the  performance  at  the
consumer  finance company.  The $266,000 (70.1%) increase  in  official
check  commissions (also included in Other fee income) shows the impact
of a full twelve months of higher volumes for this service.  Other fees
grew  10.4  percent  to  $1,057,000 compared  to  1996  other  fees  of
$957,000.
  
(in thousands)
<TABLE>
<CAPTION>
        
                         For the year ended
                           December 31           Change                
                            1997     1996      Amount   Percent
<S>                       <C>      <C>      <C>        <C>
Trust fees                $ 1,067  $ 1,135  $   (68)    (6.0)%
Investment advisory fees    1,180      976      204     20.9
Service charges on                                          
 deposit accounts           3,338    3,341       (3)    (0.9)
Insurance commissions       1,480    1,330      150     11.3
Gain on sale of securities     22       35      (13)   (37.1)
Gain on sale of finance                                     
   receivables                337        -      337    100.0
Other fee income            2,397    1,915      482     25.2
Total non-interest 
  income                  $ 9,821  $ 8,732  $ 1,089    12.47%

</TABLE>

<PAGE> 15

Non-interest  income  increased  6.9 percent  to  $8,732,000  in  1996,
compared  with the 1995 total of $8,172,000. Excluding the  effects  of
security  sales, non-interest income grew 10.0 percent  in  1996.  This
increase  was primarily the result of increases in trust and investment
advisory  fees,  credit insurance commissions in the  consumer  finance
company,  mortgage secondary market fees and income generated  from  an
offical check outsourcing arrangement.

Non-Interest Expense

Consolidated  non-interest expense increased 0.2  percent  in  1997  to
$31,054,000  compared  to  $30,982,000  for  1996,  primarily  due   to
increased  salaries  and benefits, depreciation and amortization,  data
processing, collection, and net occupancy charges offset by lower  FDIC
assessments, audit fees, and miscellaneous write-offs.
  
Salaries  and  employee  benefits increased  $842,000  or  5.4  percent
primarily  resulting  from  merit  increases  in  salaries  and  higher
incentive  compensation  expense. Depreciation  and  amortization  grew
$186,000  or  8.4 percent.  This increase resulted from the acquisition
of  the  Mayfield, Kentucky branch office of Fifth Third Bank, Kentucky
in  May 1997 and of the Murray, Kentucky branch office of Republic Bank
and  Trust  Company  in August 1997 and the resultant  amortization  of
premiums  associated  with  the  acquired  deposits.   Data  processing
increased $124,000 or 7.8 percent due to one-time costs associated with
the  branch  acquisitions along with increased volume-related  charges.
Net  occupancy of $1,453,000 or a 5.2 percent increase over 1996 relate
primarily  to  the  branch  acquisitions.   FDIC  assessments  declined
because  of  a $560,000 one-time charge taken in the third  quarter  of
1996 and lower assessment rates.  Other expenses decreased $428,000  or
6.1  percent  partially  as a result of the implementation  of  tighter
internal  controls  and a reduction in associated miscellaneous  write-
offs.

(in thousands)
<TABLE>
<CAPTION>

                          For the year ended
                           December 31           Change          
                           1997       1996    Amount   Percent
<S>                     <C>        <C>       <C>        <C>
Salaries and benefits   $ 16,434   $ 15,593  $   841       5.4%
Net occupancy              1,453      1,381       72       5.2
Depreciation and
 amortization              2,388      2,202      186       8.4
Data processing            1,712      1,588      124       7.8
Supplies                     794        803       (9)     (1.1)
FDIC assessment              100        758     (658)    (86.8)
Franchise tax              1,190      1,198       (8)     (0.7)
Consulting and                                              
 professional fees           405        453      (48)    (10.6)
Other expense              6,578      7,006     (428)     (6.1)
Total non-interest          
 expense                $ 31,054   $ 30,982   $   72       0.2% 

</TABLE>

Non-interest  expense increased $507,000 or 1.7 percent  in  1996  over
1995.   This  increase resulted primarily from increased net  occupancy
charges, higher depreciation and amortization expense on facilities and
equipment additions, an increase in franchise taxes, and growth in data
processing  expenses.  These increases were partially offset  by  lower
salary  and  benefit  costs,  reductions in FDIC  assessments,  reduced
supply costs and a decline in consulting and other professional fees.

Salaries and employee benefits decreased $205,000 in 1996 from 1995  or
1.3  percent,  as  1995  non-recurring costs associated  with  the  re-
engineering  program totaling $1,135,000 were offset in part  by  merit
salary  increases and new personnel.  The increase in net occupancy  of
$206,000 in 1996, or 17.5 percent over 1995, and the $332,000  or  17.8
percent  rise in depreciation and amortization charges from  1996  over
1995  related  primarily to new consumer finance company offices,  bank
branch remodeling and computer equipment purchases made during 1995 and
1996.

<PAGE> 16

The  $147,000 or 10.2 percent increase in data processing  expense  for
1996 over 1995 related primarily to charges for additional services and
increased  business volume.  The $115,000 or 12.5 percent  decrease  in
1996  supplies cost compared to 1995 was due primarily to  higher  1995
costs  associated  with  standardizing product offerings  at  all  bank
affiliates.  In spite of a one-time recapitalization charge, 1996  FDIC
assessments  declined  $120,000  or  13.7  percent  compared  to  1995.
Franchise  taxes increased by $128,000 or 12.0 percent  over  the  1995
expense  because of a change in the assessment methodology.  Consulting
and  other  professional fees fell $186,000 or 29.1 percent because  of
consulting  fees paid in 1995 in connection with the Corporation's  re-
engineering efforts.  Other expenses increased $320,000 or 4.8 percent.

<PAGE> 16
The  Corporation applies APB Opinion 25 and related Interpretations  in
accounting  for  its  two  fixed stock option plans.   Accordingly,  no
compensation  cost  has been recognized related to  those  plans.   Had
compensation cost for the Corporation's plans been determined based  on
fair  value at grant date for awards under those plans consistent  with
the  method  of SFAS No. 123 "Accounting for Stock-Based Compensation,"
the   Corporation's  non-interest  expense  would  have  increased   by
$616,000, $503,000, and $438,000 in 1997, 1996, and 1995, respectively.
   
The  efficiency ratio, defined as non-interest expense divided by  tax-
equivalent revenue, measures the effectiveness of a financial  services
company  in leveraging its resources to produce revenue. A lower  ratio
indicates better performance. For 1997, the efficiency ratio  was  56.3
percent  compared  to  60.3 percent in 1996.  The  improvement  in  the
efficiency  ratio  in 1997 compared to 1996 was the  result  of  a  7.3
percent  increase in revenues with virtually no change in  non-interest
expense.  For 1995, CBT's efficiency ratio was 61.5 percent.

CBT  has performed an investigation of the Year 2000 ("Y2K") automation
issue  on its processing systems, many of which are provided by  third-
party  vendors.   Most major applications have been  certified  by  our
third-party processor as Century Day Compliant ("CDC"), and  plans  are
in  process  to  address  areas that are not  CDC.   Additionally,  the
Corporation  has  commenced a review of all major customers  to  assess
their  CDC  status and quantify any associated Y2K financial impact  on
the Corporation.

Income Taxes

CBT's  income  tax planning is based upon the goal of maximizing  long-
term,  after-tax  profitability. Income tax  expense  is  significantly
affected by the mix of taxable versus tax-exempt revenues.
  
The  effective income tax rate was 28.8 percent in 1997, compared  with
28.6  percent in 1996 and 28.3 percent in 1995. Management expects  the
effective tax rate to level off and possibly decline modestly  in  1998
because of additional tax-exempt securities purchased during the  third
quarter of 1997.


CONSOLIDATED BALANCE SHEET ANALYSIS

Earning Assets

At December 31, 1997, earning assets were $993.7 million, compared with
$892.7  million at December 31, 1996. This increase is due to  a  $44.0
million  increase in loans and a $56.7 million increase in  securities.
Total   earning  assets  at  December  31,  1997  consisted  of  loans,
representing  73.6  percent of the total and  securities,  representing
26.4  percent  of the total earning assets. Average earning  assets  in
1997  were $945.8 million, an increase of 8.8 percent over 1996.   This
increase was due to a 6.6 percent increase in average loans and a  14.2
percent  increase  in average securities. See Table 3  for  a  detailed
analysis of earning assets.

CBT  grew its commercial loan portfolio by 7.8 percent by year-end 1997
over   year-end  1996.   Residential  real  estate  and  consumer  loan
portfolios grew by 5.1 percent and 6.2 percent, respectively, comparing
year-end  1997  and  1996.   Business banking  loans,  a  component  in
commercial  loans,  increased 19.5 percent or $6.6 million  helping  to
bring  the  commercial loan portfolio to $243.8 million  at  year  end.
Home  equity  lines  of  credit,  included  in  the  real  estate  loan
portfolio,  added  $5.0  million in loans boosting  that  portfolio  to
$294.3  million.  Indirect  lending and related  loans  increased  $6.5
million  bringing consumer loans outstanding to $193.1 million  net  of
unearned interest at year-end 1997.

Investment Risk Management

CBT  has  a  nominal  amount of securities in its  available  for  sale
portfolio  classified as derivative securities by  banking  regulators.
At  December  31,  1997  and  1996, CBT had  $700,000  and  $1,003,000,
respectively,   in   derivative  securities  as  defined   by   banking
regulators.  These amounts represent .3 percent and .7 percent  of  the
total  securities  available for sale at the  end  of  1997  and  1996,
respectively.  All  these  securities  are  guaranteed  by   government
agencies and none have a maturity of over 1 year. The amount and nature
of  these  securities pose no undue credit or liquidity risk  to  CBT's
financial  position  and  there  are no  plans  to  acquire  additional
derivative securities.

CBT  approved the implementation of a security leverage strategy of $25
million  in  July  1997.   The Corporation believes  that  the  current
favorable inflation outlook and expected moderate economic growth  will

<PAGE> 17
result  in stable to lower interest rates over the next 3 to  5  years.
Given  the  Corporation's  strong capital  position,  the  $25  million
position  was  deemed appropriate.  With the favorable  spread  between
borrowing costs and the tax-equivalent yield available during the third
quarter when the strategy was implemented, the Corporation borrowed $25
million  of FHLB advances at 5.96 percent (approximately 1.5  years  in
duration).   These  funds  were used to purchase  tax-exempt  municipal
securities  bearing a tax-equivalent yield of 7.37 percent.  Securities
purchased  mature  in approximately fifteen years,  are  primarily  AAA
rated,  and generally were either par bonds or carried premium coupons.
The strategy was fully implemented by September 30, 1997.

As required by the Statement of Financial Accounting Standards No. 115,
"Accounting  for  Certain Investments in Debt and  Equity  Securities,"
investment securities classified as available for sale are reported  at
fair  value with unrealized gains and losses reported, net of  deferred
taxes, as a separate component of stockholders' equity. At December 31,
1997,  net  unrealized gains related to investment securities available
for sale were $1,040,000, compared to net unrealized losses at December
31, 1996 of $187,000.

Credit Risk Management
     
CBT   manages   exposure   to  credit  risk  through   loan   portfolio
diversification by customer, industry and loan type. As a result, there
is  no undue concentration in any single sector. CBT annually evaluates
economic  conditions affecting its lending markets. Economic indicators
such  as  unemployment levels, property values, and bankruptcy  filings
are  evaluated.  During 1997, CBT's primary market areas  continued  to
experience favorable unemployment levels, stable real estate values and
commercial  development.   Bankruptcy filings  in  CBT's  markets  have
continued  to increase during 1997, however. Management has  considered
expected economic trends in assessing the adequacy of the allowance for
loan  losses  and believes that the allowance is adequate in  light  of
these  trends,  among other factors. The Corporation's credit  risk  is
also diversified by loan type. At December 31, 1997, 40  percent of the
portfolio  consisted of residential real estate loans,  33  percent  of
commercial loans and 27 percent of consumer loans.
     
Credit  risk  management also includes monitoring  the  performance  of
existing  portfolios.  The  Corporation has in  place  a  comprehensive
internal   credit  review  program  to  assess  the  current  financial
condition   and   operating  performance  of   significant   commercial
borrowers.
     
CBT  is  not  aware of any loans classified for regulatory purposes  at
December 31, 1997, that are expected to have a material impact on CBT's
future   operating  results,  liquidity,  or  capital  resources.   CBT
continues  to  classify  its loans consistent with  current  regulatory
review  results.  There are no material commitments to lend  additional
funds  to customers whose loans are classified as non-performing assets
at December 31,1997.

Allowance for Loan Losses

At  December 31, 1997, the allowance for loan losses ("ALLL") was  $9.2
million,  or 1.26 percent of net loans outstanding, compared with  $8.2
million,  or  1.20  percent  at December 31,  1996.  The  $1.0  million
increase  was  primarily the result of a $1.2 million increase  in  the
provision for 1997 as compared with 1996. The ratio of the ALLL to non-
performing assets was 124.1 percent at December 31, 1997, compared with
111.9  percent at December 31, 1996. Non-performing assets  consist  of
non-accrual  loans, loans past due ninety days or more that  are  still
accruing  interest, and other real estate owned. The increase  in  non-
performing  assets  to  $7.5 million at December  31,  1997  from  $7.4
million at December 31, 1996 consists of a $0.4 million increase in non-
accrual loans, a $0.6 million decrease in loans past due ninety days or
more  and  still accruing, and a $0.3 million increase  in  other  real
estate owned.
  
Although it is impossible for any lender to predict future loan  losses
with  complete  accuracy, management monitors the  allowance  for  loan
losses with the intent to provide for all losses that can reasonably be
anticipated based on current conditions. CBT has a comprehensive credit
grading  system  and  other  internal  loan  monitoring  systems.   CBT
management  maintains  the allowance available  to  cover  future  loan
losses  within  the  entire loan portfolio and  believes  the  ALLL  is
adequate  at  December  31, 1997 based on the  current  level  of  non-
performing assets and the expected level of future charge-offs. Table 9
details activity in the ALLL.

Non-Performing Assets
Table  8  presents  data  on CBT's non-performing  assets.  As  defined
previously,  non-performing assets consist of non-accrual loans,  loans
past  due  ninety  days or more that are still accruing  interest,  and
other  real  estate owned. At December 31, 1997, non-performing  assets
totaled  $7.5  million, or 1.02 percent of net  loans  and  other  real
estate owned, compared with $7.4 million, or 1.07 percent of net  loans
and other real estate owned, at December 31, 1996.

<PAGE> 18

At  December  31, 1997, CBT has categorized $3.5 million of  additional
credits  as loans requiring more than normal oversight. These  credits,
however,  are  not  included  in Table  8  because  the  borrowers  are
servicing these loans in accordance with established repayment terms.
  
In  1993, the Financial Accounting Standards Board issued Statement  of
Financial  Accounting Standards No. 114, "Accounting by  Creditors  for
Impairment of a Loan", (SFAS 114). It was subsequently amended in  1994
with  the issuance of SFAS 118, "Accounting by Creditors for Impairment
of  a  Loan - Income Recognition and Disclosure." SFAS 114, as amended,
requires that impaired loans be measured based on the present value  of
expected  future cash flow discounted at the loan's effective rate,  at
the  loan's  market price, or the fair value of the collateral  if  the
loan  is  collateral  dependent. CBT adopted  SFAS  114  in  1995.  The
adoption  of  SFAS  114  did  not  have  a  material  effect  on  CBT's
consolidated financial statements.

FUNDING SOURCES

Non-Interest Bearing Deposits

Non-interest bearing deposits, which represent a portion of CBT's  core
deposits, were $79.5 million at December 31, 1997, an increase  of  $.9
million  from December 31, 1996. Average non-interest bearing  deposits
were  $70.5 million for 1997, compared with $66.6 million for  1996,  a
5.9  percent  increase. Non-interest bearing deposits  represented  8.4
percent  of CBT's total funding sources at December 31, 1997,  compared
with 9.4 percent at December 31, 1996.

Interest-Bearing Liabilities
Interest-bearing liabilities for CBT consist of certain core  deposits,
purchased  deposits, short-term and long-term borrowings.  At  December
31,  1997,  interest-bearing  liabilities totaled  $863.5  million,  an
increase of $103.3 million over December 31, 1996. The increase is  due
to  a  $35.4  million increase in interest-bearing  deposits,  a  $41.7
million increase in short-term borrowings, and a $26.1 million decrease
in long-term borrowings. For 1997, average interest-bearing liabilities
increased  $63.1 million or 8.6 percent.  A portion of  these  deposits
were  purchased  as  a  part  of  the two branch  deposit  acquisitions
consummated in 1997.

Interest-Bearing Core Deposits

In   CBT's   banking  subsidiaries,  NOW,  Money  Manager,   Individual
Retirement  and  savings accounts, and certificates  of  deposit  under
$100,000 provide a stable source of funding. In dollars, these deposits
totaled $581.9 million on December 31, 1997 and $533.7 million December
31, 1996.  At December 31, 1997, these funds accounted for 61.7 percent
of  CBT's total funding sources, compared with 63.6 percent at December
31,  1996.  The decline was caused by the higher growth rate  of  other
funding sources compared to interest-bearing core deposits. This  level
of   interest-bearing  core  deposits  is  considered  appropriate   by
management given CBT's asset mix.

Purchased Deposits

Purchased  deposits, which CBT defines as certificates of deposit  with
denominations  of  $100,000  or more and brokered  deposits,  decreased
$12.8  million or 13.1 percent to $85.1 million at December  31,  1997.
Approximately $8.2 million of these funds represent brokered  deposits.
Total purchased deposits represented 9.0 percent of CBT's total funding
sources  at  December 31, 1997, compared with 11.7 percent at  December
31,  1996.   Management does not plan to offer to  renew  the  brokered
certificates of deposit at maturity.

Short-Term Borrowings

Short-term borrowings include Federal funds purchased, securities  sold
under agreements to repurchase, U. S. Treasury notes payable, revolving
lines  of  credit,  and  short-term Federal  Home  Loan  Bank  ("FHLB")
advances.  Management views short-term borrowings as  a  cost-effective
alternative to purchased deposits and actively manages CBT's short-term
borrowing  position  to maintain acceptable net  interest  margins  and
liquidity.   At December 31, 1997, short-term borrowings accounted  for
15.6 percent of CBT's total funding sources, compared with 12.6 percent
at  December 31, 1996. The increase reflects growth in short-term  FHLB
advances of $4.2 million,  Federal funds purchased and securities  sold
under agreements to repurchase growth of $36.1 million, an increase  in
revolving  lines  of credit of $0.5 million, and an  increase  in  U.S.
Treasury notes payable of $0.9 million.

The  following table reflects the various levels of outstanding  short-
term  borrowings  and related rates for CBT for the three  years  ended
December 31, 1997:

<PAGE> 19
<TABLE>
<CAPTION>

($ in thousands):               1997       1996      1995
Federal  funds purchased                                
 and securities sold under 
 agreements to repurchase:
<S>                            <C>       <C>       <C>
     Balance:                                               
       Average                 $ 53,276  $ 43,451   $ 47,541
       Year-end                  77,984    41,866     39,037
       Maximum month-end         98,423    61,805     57,369
     Rate:                                                  
       Year-to date               5.03%     4.10%      4.54%
       Year-end                   4.99%     3.72%      4.02%
                                                            
Other short-term borrowings:                                
     Balance:                                               
       Average                 $ 62,049  $ 52,994   $ 39,656
       Year-end                  69,523    63,959     50,017
       Maximum month-end         71,809    66,224     54,702
     Rate:                                                  
       Year-to-date               5.96%     5.75%      5.86%
       Year-end                   5.99%     5.95%      5.70%

</TABLE>

Long-Term Borrowings

Long-term borrowings, which totaled $49.0 million and $22.8 million  at
December  31,  1997 and December 31, 1996, respectively,  include  FHLB
advances  with maturities in excess of one year and term debt  used  to
fund  the  consumer  finance company. At December 31,  1997,  long-term
borrowings  represented  5.2 percent of CBT's  total  funding  sources,
compared  with 2.7 percent at December 31, 1996. The increase in  long-
term borrowings of $26.1 million was primarily the result of additional
FHLB  advances.  In July, 1997, CBT Corporation implemented a  security
leverage  strategy  of  $25 million.  Funding  for  this  strategy  was
received through additional FHLB borrowings at a weighted average  cost
of 5.96%.

Asset and Liability Management

Banking  institutions  manage  the inherently  different  maturity  and
repricing  characteristics  of  earning  assets  and  interest  bearing
funding to achieve a desired interest rate sensitivity position and  to
limit  their exposure to interest rate risk. The goal of the asset  and
liability management process is to manage the structure of the  balance
sheet  to  provide  the  optimal level of  net  interest  income  while
maintaining acceptable levels of interest rate risk (as defined  below)
and  liquidity.   The  focal point of this process  is  the  Asset  and
Liability  Management  Committee (ALCO)  of  CBT,  an  executive  level
management committee. ALCO meets monthly to consider CBT's consolidated
interest rate risk and liquidity posture. The committee takes an active
role in maintaining and hedging CBT's profitability under a variety  of
interest rate scenarios. The actual management of interest rate risk is
governed by an asset and liability management policy.

Interest Rate Risk and Its Measurement

Interest  rate  risk is the risk that future changes in interest  rates
will  reduce net interest income or the market value of CBT. Management
uses  various  measurement tools to monitor CBT's  interest  rate  risk
position.  One  measurement tool is the GAP  report,  which  classifies
assets  and liabilities and their respective yields and costs in  terms
of   maturity  or  repricing  dates.  While  considerable  judgment  is
necessary to appropriately classify certain balance sheet items that do
not  have  contractual  maturity or repricing  dates,  the  GAP  report
provides management a basic measure of interest rate risk. CBT monitors
the  GAP  position of each subsidiary individually, as  well  as  on  a
consolidated basis. The asset and liability management policy  at  each
subsidiary specifies targets based primarily on the one year cumulative
GAP position in conjunction with a market volatility risk analysis.  At
December 31, 1997 the one year cumulative interest rate GAP was .87 and
the  cumulative interest sensitivity GAP as a percent of  total  assets
was  13.0  percent.   At  December 31, 1996  the  one  year  cumulative
interest  rate GAP was .99 and the cumulative interest sensitivity  GAP
as  a percent of total assets was 1.0 percent. Management considers the
current  interest  rate risk posture prudent. A GAP of  less  than  one
indicates  that, over the time horizon measured, more liabilities  will

<PAGE> 20
reprice  than  assets. Generally, such a position  is  favorable  in  a
falling interest rate environment.

GAP as an interest rate risk measurement tool has some limitations:  it
is  a static measurement; it requires the establishment of a subjective
time  horizon; and it does not capture basis risk or risk  that  varies
non-proportionately with rate movements. Because of  such  limitations,
CBT  supplements its use of GAP with a computer model to  estimate  the
impact  of  various parallel shifts in the yield curve on net  interest
income  and  the fair value of equity under a variety of interest  rate
scenarios. CBT's management believes the two approaches complement each
other  in  understanding the impact of changes  in  interest  rates  on
corporate performance. Based on modeling using December 1997 data,  CBT
would  expect  its  net interest income to decline  no  more  than  5.0
percent  under a 200 basis point parallel shift of the yield  curve,  a
level of risk management deems appropriate.  Management expects the GAP
as  currently measured to generally fall between .80 or .90 and  thinks
that  this level of interest rate risk exposure is warranted given  its
current balance sheet mix, capital position and interest rate outlook.


Liquidity Management

Liquidity  management  involves planning to meet  funding  needs  at  a
reasonable  cost,  as  well  as developing contingency  plans  to  meet
unanticipated  funding  needs or a loss of funding  sources.  Liquidity
management  for CBT is monitored by ALCO, which takes into account  the
marketability of assets, the sources and stability of funding, and  the
level of unfunded loan commitments.
  
CBT's  consumer  deposits  provide a certain level  of  stability  with
respect to liquidity. In addition, membership in the Federal Home  Loan
Bank  of  Cincinnati  provides  a cost-effective  alternate  source  of
funding,  as  does  access to brokered certificates of  deposit.  CBT's
available  for  sale  investment portfolio, with a  December  31,  1997
balance  of  $203.9  million, also provides  an  additional  source  of
liquidity.

Capital Management

CBT  believes  that  a strong capital position is  vital  to  continued
profitability   and   to  depositor  and  investor   confidence.   Bank
subsidiaries  are  required to maintain capital  levels  sufficient  to
qualify  for "well capitalized" status with banking regulators  and  to
meet anticipated growth needs. Net income is the primary source of  new
capital  for  subsidiaries.  Net income of subsidiaries  in  excess  of
capital  requirements is available to CBT in the form of dividends  and
is used primarily to pay corporate dividends.
  
The  following analysis compares the regulatory requirements for  "well
capitalized" institutions with the capital position of CBT:
<TABLE>
<CAPTION>
                                  Well                   
                              Capitalized  Actual    Excess
<S>                               <C>       <C>        <C>
December 31, 1997                                           
  Leverage Ratio                   5.00%    11.32%      6.32%
  Tier 1 Risk-based                6.00     15.35       9.35
  Total Risk-based                10.00     16.60       6.60
                                                            
December 31, 1996                                           
  Leverage Ratio                   5.00%    11.36%      6.36%
  Tier 1 Risk-based                6.00     16.05      10.05
  Total Risk-based                10.00     17.30       7.30

</TABLE>

Because  of solid performance and conservative capital management,  CBT
has consistently maintained a strong capital position. The above ratios
compare favorably with industry standards and CBT's peers.
  
The  Corporation periodically repurchases common stock to fund  various
employee benefit plans. All repurchases are done in non-block sizes and
are  accomplished  to  meet internal needs (e.g.,  401(k)  plan,  stock
option plans). Repurchases in 1997 totaled 8,895 shares at an aggregate
price  of  $117,000 which included 3,695 shares exchanged in a non-cash
transaction.  During 1996, the Corporation repurchased 67,461 shares at

<PAGE> 21
an  aggregate  price of $1,542,000. All common shares were  repurchased
through third-party broker-dealers in the open market at the prevailing
market prices as of the transaction dates.
  
At  December  31,  1997, CBT's shareholders' equity, exclusive  of  the
unrealized gain on securities available for sale, net of deferred  tax,
grew  to  $119.0  million, an $8.6 million increase from  December  31,
1996.  CBT's  internal  capital growth rate  (ICGR)  in  1997  was  6.9
percent.   The  ICGR  represents  the  rate  at  which  CBT's   average
stockholders' equity grew as a result of earnings retained (net  income
less dividends paid).
  
CBT  declared quarterly dividends totaling $0.52 per share during 1997,
a  4.0  percent increase over 1996. The dividend payout ratio for  1997
was 31.8 percent which falls within management's payout range of 25  to
35 percent.
  
Management  is currently not aware of any recommendation by  regulatory
authorities  which,  if implemented, would have a  material  effect  on
CBT's  liquidity, capital resources or operations. Management  is  also
not  aware  of any events or uncertainties that will have or  that  are
reasonably likely to have a material effect on CBT's liquidity, capital
resources or operations.
  
Recently Issued Accounting Standards

In  February  1997,  the FASB issued Statement of Financial  Accounting
Standards No. 129, "Disclosure of Information about Capital Structure,"
(SFAS  129)  which codified existing disclosure requirements  regarding
capital  structure.  SFAS 129 was adopted at year-end 1997 and did  not
have  a  material impact on the Corporation's current capital structure
disclosures.

In  June  1997,  the  FASB  issued Statement  of  Financial  Accounting
Standards  No.  130,  "Reporting Comprehensive Income,"  (AS  130)  and
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments  of an Enterprise and Related Information" (SFAS  131).   SFAS
130  requires disclosures of the components of comprehensive income and
the  accumulated  balance of other comprehensive  income  within  total
stockholders'  equity.   SFAS  131  requires  disclosure  of   selected
information about operating segments including segment income, revenues
and  asset  data.   Operating segments, as defined in SFAS  131,  would
include  those components for which financial information is  available
and  evaluated  regularly  by the chief operating  decision  makers  in
assessing performance and making resource allocation determinations for
operating components such as those which exceed 10 percent or  more  of
combined  revenue, income or assets.  The Corporation will be  required
to adopt the provisions of SFAS 130 and 131 in 1998.  The standards are
not   expected   to  have  a  material  impact  on  the   Corporation's
consolidated financial statements.

Subsequent to December 31, 1997

On   January   10,  1998,  CBT  and  Mercantile  Bancorporation,   Inc.
(Mercantile),  a  Missouri corporation, entered into an  Agreement  and
Plan  of  Merger, pursuant to which CBT will be merged  with  and  into
Ameribanc,  Inc., a wholly-owned subsidiary of Mercantile.   Ameribanc,
Inc. will be the surviving entity resulting from the merger.

Upon  consummation of the merger, each share of the no par value common
stock  of CBT issued and outstanding immediately prior to the effective
time of the merger shall cease to be outstanding and shall be converted
into and become the right to receive 0.6513 of a share of the $0.01 par
value  common  stock of Mercantile, together with associated  preferred
share purchase rights.

In  addition,  at the effective time, all rights with  respect  to  CBT
common  stock  pursuant  to  stock options granted  by  CBT  under  the
existing  stock  plans of CBT which are outstanding  at  the  effective
time,  whether or not exercisable, shall be converted into  and  become
rights with respect to Mercantile common stock on a basis that reflects
the exchange ratio.

Consummation of the merger is subject to various conditions, including:
receipt  of approval by the shareholders of CBT,  receipt of regulatory
approvals,  an  opinion of counsel as to the tax treatment  of  certain
aspects   of   the   merger,  qualification  for   pooling-of-interests
accounting treatment, and  satisfaction of certain other conditions.

In  connection with executing the merger agreement, Mercantile and  CBT
entered into a stock option agreement pursuant to which CBT granted  to
Mercantile  an  option  to  purchase up  to  1,564,662  authorized  and
unissued  shares  of  CBT  common  stock  (representing  19.9%  of  the
outstanding  shares of CBT common stock without giving  effect  to  the
exercise of the option), at a purchase price of $33.25 per share,  upon

<PAGE> 22
certain  terms and in accordance with certain conditions.   The  option
was  granted  by  CBT  as  a condition and inducement  to  Mercantile's
willingness  to  enter  into  the  merger  agreement.   Under   certain
circumstances,  CBT may be required to repurchase  the  option  or  the
shares acquired pursuant to the exercise of the option.
  
The  Management's  Discussion  of this Form  10-K  contains  statements
relating  to  future  results of the Corporation  that  are  considered
"forward-looking"   within  the  meaning  of  the  Private   Securities
Litigation  and  Reform  Act  of  1995.   Actual  results  may   differ
materially from those expressed or implied as a result of certain risks
and  uncertainties, including, but not limited to, changes in political
and   economic  conditions,  interest  rate  fluctuations,  competitive
product and pricing pressures within the Corporation's markets,  equity
and fixed income market fluctuations, personal and corporate customers'
bankruptcies,  inflation,  acquisitions and  integrations  of  acquired
businesses,  technological change, changes in law, changes  in  fiscal,
monetary,  regulatory and tax policies, monetary fluctuations,  success
in  gaining  regulatory approvals when required as well as other  risks
and  uncertainties  detailed from time to time in the  filings  of  the
Corporation with the Securities and Exchange Commission.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The  table  below  provides information about the  Company's  financial
instruments that are sensitive to changes in interest rates.  The table
presents  principal cash flows and related weighted  average  rates  by
expected (contractual) maturity dates.  The information is presented in
U.S. dollar equivalents, which is the Corporation's reporting currency.

DECEMBER 31, 1997
($ in thousands)
<TABLE>
<CAPTION>

                                     Maturities                        
               Within    1 - 2   2 - 3  3 - 4   4 - 5  Over 5     
               1 Year    Years   Years  Years   Years  Years      Fair Value
<S>            <C>       <C>     <C>    <C>     <C>      <C>      <C>
Securities
 held  to   
 maturity      $    921  $   248 $   578 $   871 $ 1,917  $      - $  52,870
Securities 
 available
 for sale         5,844    8,387   3,186   2,887   5,000    177,019  203,923
Loans           331,532  127,763  92,114  57,122  38,082     84,581  731,194
Other Assets     83,212       -       -      -      -        83,212       -
  Total Assets $338,297 $136,398 $95,878 $60,880 $44,999   $402,023
Non-interest 
 bearing 
 deposits      $ 59,416 $ 10,102 $10,022 $     -  $    -   $     -  $ 78,596   
Interest 
 bearing  
 deposits       434,500  137,639  47,149   28,615 19,077          -  633,709
Borrowed funds  147,507    6,000  27,000        - 10,000      5,990  128,088
Other 
 liabilities/
 equity              -       -         -        -       -   135,458        -
  Total 
   Liabilities/
   equity     $ 614,423 $153,741 $84,171 $ 28,615 $29,077  $141,448
Interest 
 sensitivity                     
 gap          $(303,126)$(17,343) $11,707 $ 32,265 $15,922 $260,575  
Cumulative 
 interest
 sensitivity 
 gap          (303,126) (320,469)(308,762)(276,497)(260,575)      -     
Cumulativ 
 ratio at                                                      
 December 31,
 1997             71.9%     70.3%    72.3%    74.4%    75.8%   100.0%

<PAGE> 23
</TABLE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CBT Corporation
Paducah, Kentucky

We  have audited the consolidated balance sheets of CBT Corporation (a
Kentucky  corporation)  and subsidiaries as of December 31,  1997  and
1996, and the related consolidated statements of income, stockholders'
equity  and  cash  flows  for the years then ended.   These  financial
statements  are  the  responsibility of the Corporation's  management.
Our  responsibility  is  to  express an  opinion  on  these  financial
statements based on 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  CBT Corporation and subsidiaries as of December 31, 1997 and 1996,
and the results of their operations and their cash flows for the years
then   ended,   in  conformity  with  generally  accepted   accounting
principles.

/s/ Arthur Andersen
Nashville, Tennessee
January 30, 1998

<PAGE> 24

<TABLE>
<CAPTION>

CBT Corporation and Subsidiaries
Consolidated Statements of Income
Years Ended December 31, 1997, 1996, and 1995
(in thousands, except for per share amounts)
                                                 1997     1996      1995
<S>                                          <C>      <C>       <C>
INTEREST INCOME                                                     
 Loans, including fees:                                             
   Taxable                                   $ 68,115 $ 63,821  $ 62,303
   Tax-exempt                                     146      147       171
 Securities:                                                        
   Taxable                                     11,406    9,943     9,692
   Tax-exempt                                   4,116    3,701     3,467
 Other                                            201       34       129
------------------------------------------------------------------------
      Total interest income                    83,984   77,646    75,762
------------------------------------------------------------------------
INTEREST EXPENSE                                                    
  Deposits                                     32,472   29,288    29,351
------------------------------------------------------------------------
  Borrowings                                    8,144    6,954     6,237
------------------------------------------------------------------------
    Total interest expense                     40,616   36,242    35,588
NET INTEREST INCOME                            43,368   41,404    40,174
------------------------------------------------------------------------
PROVISION FOR LOAN LOSSES                       4,088    2,883     1,106
NET INTEREST INCOME AFTER PROVISION FOR LOAN   
  LOSSES                                       39,280   38,521    39,068
NON-INTEREST INCOME                                                 
    Trust  fees                                 1,067    1,135       965
    Investment advisory fees                    1,180      976       504
    Service charges on deposit accounts         3,338    3,341     3,656
    Insurance commissions                       1,480    1,330     1,281
    Net realized gain on sales ofsecurities        22       35       268
    Net realized gain on sales of finance      
     receivable                                   337        -         -
    Other income                                2,397    1,915     1,498
------------------------------------------------------------------------
   Total non-interest income                    9,821    8,732     8,172
------------------------------------------------------------------------
NON-INTEREST EXPENSE                                                
    Salaries and employee benefits             16,434   15,592    15,798
    Net occupancy                               1,453    1,382     1,175
    Depreciation and amortization               2,388    2,202     1,870
    Data processing                             1,712    1,588     1,441
    Supplies                                      794      803       918
    FDIC assessments                              100      758       878
    Franchise Tax                               1,190    1,198     1,070
    Consulting and other professional business
     services                                     405      453       639
    Other expenses                              6,578    7,006     6,686
------------------------------------------------------------------------
   Total non-interest expense                  31,054   30,982    30,475
------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                     18,047   16,271    16,765
INCOME TAXES                                    5,201    4,646     4,741
------------------------------------------------------------------------
NET INCOME                                    $12,846  $11,625   $12,024
------------------------------------------------------------------------
PER COMMON SHARE:                                                   
   Basic earnings per common share            $  1.63  $  1.48   $  1.52
   Diluted earnings per common share          $  1.62  $  1.47   $  1.51
------------------------------------------------------------------------

See notes to consolidated financial statements.
</TABLE>

<PAGE> 25
<TABLE>
<CAPTION>
CBT Corporation and Subsidiaries
Consolidated Balance Sheets
At December 31, 1997 and 1996
(in thousands except for common share data)
                                                1997     1996
<S>                                          <C>         <C> 
ASSETS                                                        
Cash and due from banks                      $   52,870  $  41,898
Securities to be held to maturity (Fair 
 values: 1997 -  $63,223; 1996 - $57,949)        60,146     56,241
Securities available for sale (Amoritized
 cost:1997 - $202,323; 1996 -$149,542)          203,923    149,254             
Loans, net of unearned interest                 731,194    687,218
Allowance for loan losses                        (9,243)    (8,243)
-------------------------------------------------------------------
  Loans, net                                    721,951    678,975
Premises and equipment, net                      18,179     18,198
Accrued interest receivable                       7,902      6,845
Goodwill and intangible assets                    5,802      1,313
Other                                             7,702      7,828
-------------------------------------------------------------------
Total assets                                 $1,078,475  $ 960,552
                                                             
LIABILITIES                                                   
Deposits:                                                 
   Non-interest bearing                      $   79,540     78,596
   Interest bearing                             666,980    631,535
-------------------------------------------------------------------
     Total deposits                             746,520    710,131
Short-term borrowings:                                        
  Federal funds purchased                        14,140      5,830
  Securities sold under agreements
   to repurchase                                 63,844     36,036
  Notes payable - U. S. Treasury                  2,000      1,136
  Revolving lines of credit and other             7,023      6,523
  Federal Home Loan Bank advances                60,500     56,300
-------------------------------------------------------------------
    Total short-term borrowings                 147,507    105,825
Long-term borrowings:                                         
   Federal Home Loan Bank advances               38,990     12,818
   Term debt                                     10,000     10,023
-------------------------------------------------------------------
     Total long-term borrowings                  48,990     22,841
Accrued interest payable                          4,923      4,715
Other liabilities                                10,455      6,824
-------------------------------------------------------------------
   Total liabilities                            958,395    850,336
Commitments and contingent liabilities
 (Notes 10 and 15)
STOCKHOLDERS' EQUITY                                          
  Common stock, no par value, authorized                       
   12,000,000 shares; issued and outstanding                     
   7,862,627 and 7,858,986 shares at 
   December 31,1997 and 1996, respectively        4,100      4,100
  Capital surplus                                16,043     16,160
  Retained earnings                              98,897     90,143
  Net unrealized gains (losses) on
   securities available for sale,
   net of taxes                                   1,040       (187)
-------------------------------------------------------------------
     Total stockholders' equity                 120,080    110,216
-------------------------------------------------------------------
Total liabilities and stockholders'equity    $1,078,475  $ 960,552
-------------------------------------------------------------------

See notes to consolidated financial statements.
</TABLE>

<PAGE> 26
CBT Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
Years Ended December 31, 1997, 1996, and 1995
(in thousands, except for shares)

<TABLE>
<CAPTION>
                                                        Net        
                                                    Unrealized
                                                       Gains       
                                                     (losses) on        
                                                     Securities   Total
                    Common Stock   Capital  Retained Available  Stockholders'
                   Shares  Amount  Surplus  Earnings  for Sale     Equity
<S>             <C>       <C>     <C>       <C>        <C>        <C>
BALANCE, DECEMBER 
31, 1994
                7,927,113 $ 4,100 $18,553   $74,070    $(5,386)   $ 91,337
  Net Income            -       -       -    12,024          -      12,024
  Dividends on
   common stock         -       -       -    (3,642)         -      (3,642)
  Stock options         
   exercised       50,565       -       -       450          -           -
  Repurchase of
   common
   stock          (70,243)      -  (1,491)        -          -     (1,491)
  Change in net                                                        
   unrealized 
   gains (losses) 
   on securities
   available for
   sale                 -       -       -        -       5,693      5,693
--------------------------------------------------------------------------
BALANCE, DECEMBER 
31, 1995
                7,907,435   4,100  17,512    82,452        307    104,371
  Net Income            -       -       -    11,625          -     11,625
  Dividends on
   common 
   stock                -       -       -    (3,934)         -     (3,934)
  Stock options
   exercised       19,012       -     190         -          -        190
  Repurchase of 
   common stock   (67,461)      -  (1,542)        -          -     (1,542)
  Change in net                                                        
   unrealized 
   gains (losses)                              
   on securities
   available for
   sale                  -      -         -         -      (494)     (494)
--------------------------------------------------------------------------
BALANCE, DECEMBER 
31, 1996
                 7,858,986   4,100  16,160    90,143       (187)  110,216
  Net Income             -       -       -    12,846          -    12,846
  Dividends on
   common stock          -      -        -    (4,092)         -    (4,092)
  Stock options 
   exercised        12,536       -     103          -          -      103
  Repurchase of 
   common stock     (8,895)      -    (220)        -          -      (220)
  Change in net                                                        
   unrealized gains                      
   (losses) on   
   securities
   available for
   sale                  -       -        -          -      1,227   1,227
--------------------------------------------------------------------------
BALANCE, DECEMBER 
31, 1997
                 7,862,627  $ 4,100  $16,043     $98,897   $1,040 $120,080
---------------------------------------------------------------------------
</TABLE>

<PAGE> 27
CBT Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Years Ended December 31, 1997, 1996 and 1995
(in thousands)
<TABLE>
<CAPTION>



                                              1997      1996         1995
<S>                                        <C>       <C>          <C>
OPERATING ACTIVITIES                                             
   Net income                              $12,846   $11,625      $12,024
   Adjustments to reconcile 
    net income to net cash provided                       
    by operating activities:
     Provision for loan losses               4,088     2,883        1,106
     Depreciation                            2,030     1,993        1,646
     Amortization                              358       209          224
     Deferred income taxes                    (303)      941          (38)
     Amortization and accretion
      of securities                            517        67           19
     Net gain on sale of securities            (22)      (35)        (263)
     (Gain) loss on sale of premises 
     and equipment                              36       161          (53)
     Gain on sale of finance receivables      (337)        -            -
     Changes in assets and liabilities:                          
        Increase in accrued interest
         receivable                         (1,057)      (93)        (684)
        Increase in other assets            (5,079)   (4,128)        (775)
        Increase in accrued interest 
         payable                               208       374          460
        Increase (decrease) in 
         dividends payable                       -       (72)         (77)
        Increase (decrease) in 
         other liabilities                   3,629       (13)       1,965
--------------------------------------------------------------------------
           Net cash provided by
            operating activities            16,914    13,912       15,554
--------------------------------------------------------------------------
INVESTING ACTIVITIES                                             
   Proceeds from maturities of 
    investment securities                    3,343     2,199        3,718
   Proceeds from sales of securities   
    available for sale                      17,606    19,761       38,210
   Proceeds from maturities of 
    securities available 
    for sale                                15,851    17,779        8,282
   Principal collected on mortgage-
    backed securities including
    those classified as available
    for sale                                14,742     9,505        8,315
   Payment for purchases of securities    (108,723)  (50,630)     (44,770)
   Net increase in loans                   (48,624)  (48,201)     (30,287)
   Proceeds from sales of finance
    receivables                              1,897         -            -
   Proceeds from sale of premises 
    and equipment                               89        35          124
   Payment for purchase of premises
    and equipment                           (2,136)   (1,515)      (4,679)
--------------------------------------------------------------------------
      Net cash used in investing 
       activities                         (105,955)  (51,067)     (21,087)
--------------------------------------------------------------------------
FINANCING ACTIVITIES                                             
   Net increase in deposits                 36,389    36,397        4,157
   Net increase (decrease) in 
    other short term borrowings             36,982     3,506      (19,198)
   Increase in FHLB advances                30,372     7,225       26,461
   Proceeds from term debt                       -         -        5,000
   Payments on other term debt                 (23)      (23)         (23)
   Cash advanced on revolving
    lines of credit                            500     2,500        4,000
   Principal payments on revolving 
    lines of credit                              -         -       (6,000)
   Cash dividends paid                      (4,090)   (3,862)      (3,565)
   Stock options exercised                       -       190          450
   Repurchase of common stock                 (117)   (1,542)      (1,491)
--------------------------------------------------------------------------
     Net cash provided by 
      investing activities                 100,013    44,391        9,791
--------------------------------------------------------------------------
NET INCREASE IN CASH AND CASH 
 EQUIVALENTS                                10,972     7,236        4,258
CASH AND CASH EQUIVALENTS, BEGINNING 
 OF YEAR                                    41,898    34,662       30,404
--------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END 
 OF YEAR                                  $ 52,870  $ 41,898     $ 34,662
SUPPLEMENTAL DISCLOSURES OF CASH FLOW                            
INFORMATION
   Cash paid during the year for:                                
     Interest                             $ 40,408  $ 35,868     $ 35,128
--------------------------------------------------------------------------
     Income taxes                            3,666     4,778        4,013
--------------------------------------------------------------------------
     Exercise of stock options 
      through exchange of common
      stock                                    103         -            -
--------------------------------------------------------------------------

See notes to consolidated financial statements.
</TABLE>

<PAGE> 28
CBT Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Years Ended December 31, 1997, 1996 and 1995

1.   DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
     POLICIES

   Description of Operations - CBT Corporation consists of  four  state
chartered  commercial banks, one Federal Savings Bank  and  a  consumer
finance  company  which  provide services  to  customers  primarily  in
Western Kentucky and surrounding communities.

   Consolidation  and  Presentation Basis - The consolidated  financial
statements  of  CBT Corporation have been prepared in  conformity  with
generally accepted accounting principles including the general practice
of the banking industry.  The consolidated financial statements include
the   accounts  of  CBT  Corporation  (the  Parent  Company)  and   its
wholly-owned subsidiaries: Citizens Bank and Trust Company  (Citizens),
Pennyrile Citizens Bank and Trust Company (Pennyrile), Bank of Marshall
County (BOMC), Graves County Bank (GCB), and United Commonwealth  Bank,
FSB  (UCB).   Collectively these entities constitute the "Corporation."
Fidelity  Credit  Corporation  (FCC) is a  wholly-owned  subsidiary  of
Citizens.  All significant intercompany accounts and transactions  have
been eliminated in consolidation.

   Cash  and  Cash Equivalents - For purposes of reporting cash  flows,
cash  and cash equivalents include cash and due from banks and  Federal
funds sold.

  Securities to be Held to Maturity and Securities Available for Sale -
Securities  to be held to maturity are reported at cost,  adjusted  for
premiums  and  discounts,  and  consist of  securities  for  which  the
Corporation  has the positive intent and ability to hold  to  maturity.
Available for sale securities are reported at fair value and consist of
securities  not  classified  as securities  to  be  held  to  maturity.
Unrealized holding gains and losses, net of tax, on available for  sale
securities  are  reported as a net amount in a  separate  component  of
stockholders' equity until realized.

   Federal  Home Loan Bank stock is not considered to be  a  marketable
equity security under SFAS No. 115 and, therefore, is carried at  cost.
The stock is included in securities available for sale.

   Amortization  of  premiums and accretion of discounts  are  recorded
primarily  on  the interest method. Gains and losses on disposition  of
investment securities and securities available for sale are computed by
the specific identification method.

   Derivative financial instruments are included as securities  in  the
available for sale portfolio.  As such, these instruments are  reported
at  fair  value with unrealized holding gains and losses,  net  of  tax
reported  as  a  net  amount in a separate component  of  stockholders'
equity until realized.

  Loans and Interest Income - Loans are stated at the principal balance
outstanding, net of unearned interest. Interest on loans is based  upon
the  principal  balance outstanding, except interest on  some  consumer
installment  loans,  which is recognized on the sum-of-the-years-digits
method, and does not differ materially from the interest method.

    The   accrual   of  interest  income  is  generally  reviewed   for
discontinuance when a loan becomes 90 days past due as to principal  or
interest. When interest is discontinued, all unpaid accrued interest is
reversed. Management may elect to continue the accrual of interest when
the estimated net realizable value of collateral is sufficient to cover
the  principal  balance  and accrued interest or,  in  the  opinion  of
management, when the interest is collectible.

  Foreclosed Real Estate -  Real estate properties acquired through, or
in  lieu of, loan foreclosure are to be sold and are initially recorded
at fair value at the date of foreclosure establishing a new cost basis.
After  foreclosure, valuations are periodically performed by management
and  the real estate is carried at the lower of carrying amount or fair
value  less  cost  to  sell and is included  in  other  assets  in  the
accompanying balance sheets.  Revenue and expenses from operations  and
changes  in  the  valuation  allowance are  included  in  the  loss  on
foreclosed real estate.

<PAGE> 29
   Allowance  for  Loan  Losses  - The allowance  for  loan  losses  is
maintained  at  a  level considered adequate to provide  for  potential
losses   based  on  management's  evaluation  of  the  loan  portfolio,
including   the   financial  strength  of  guarantors,   valuation   of
collateral,  and the likelihood of further collection  based  upon  the
borrower's   financial  condition,  as  well  as  on   prevailing   and
anticipated economic conditions.

   Although  management believes it uses the best information available
to  make  determinations with respect to the Corporation's  allowances,
future  adjustments  may be necessary if economic or  other  conditions
differ  substantially from the economic and other conditions considered
in  making  the initial determinations, and such adjustments  could  be
material.

   Effective  January  1, 1995, the Corporation  adopted  Statement  of
Financial  Accounting Standards No. 114 "Accounting  by  Creditors  for
Impairment  of  a  Loan"  as amended by SFAS  No.  118  "Accounting  by
Creditors for Impairment of a Loan-Income Recognition and Disclosures."
These pronouncements require that impaired loans be measured based upon
the  present  value  of expected future cash flows  discounted  at  the
loans'  effective interest rate or at the loans' market price  or  fair
value  of  collateral, if the loan is collateral  dependent.  When  the
measure  of  the impaired loan is less than the recorded investment  in
the loan, the impairment is recorded through a valuation allowance that
is included in the allowance for loan losses.  These pronouncements did
not  have a material impact on the Corporation's consolidated financial
statements.

   The Corporation's consumer loans are divided into various groups  of
smaller-balance homogeneous loans that are collectively  evaluated  for
impairment  and, thus, not subject to the provisions of SFAS  Nos.  114
and  118.   Substantially  all  other  loans  of  the  Corporation  are
evaluated for impairment under the provisions of SFAS Nos. 114 and 118.
A  loan  is impaired when it is probable that the Corporation  will  be
unable to collect the scheduled payments of principal and interest  due
under the contractual terms of the loan agreement.

   The Corporation's impaired loans are generally measured on a loan by
loan  basis.  Interest payments received on impaired loans are recorded
as  interest income unless collection of the loan is doubtful, in which
case payments are recorded as a reduction of principal.

   Premises and Equipment - Premises and equipment are stated at  cost,
less  accumulated depreciation. Depreciation of premises and  equipment
is  computed using the straight-line and accelerated methods  over  the
estimated useful lives of the assets, as follows:

                               Years
Buildings and improvements    15 - 35
Furniture and fixtures           7
Equipment                        5

   Goodwill and Other Intangibles - For acquisitions accounted  for  as
purchases, the net assets have been adjusted to their fair values as of
the respective acquisition dates.  The value of core deposit rights and
the  excess  of the purchase price of the subsidiaries over net  assets
acquired  (goodwill) are being amortized on a straight-line basis  over
periods ranging from ten to twenty years.  Core deposit rights and  the
excess  of  the  purchase  price of the subsidiaries  over  net  assets
acquired,  net  of  amounts  amortized, are included  in  goodwill  and
intangible assets in the consolidated balance sheets.

   The  carrying  value  of the excess of the  purchase  price  of  the
subsidiaries over net assets acquired will be reviewed if the facts and
circumstances  suggest  that  it  may  be  impaired.   If  this  review
indicates that goodwill will not be recoverable, as determined based on
the  undiscounted cash flows of the entity acquired over the  remaining
amortization  period, the Corporation's carrying value of the  goodwill
will be reduced by the estimated shortfall of cash flows.

   Repurchase Agreements - Certain securities are sold under agreements
to  repurchase  and  are  treated  as  financings.  The  obligation  to
repurchase  such  securities  is  reflected  as  a  liability  on   the
consolidated   balance  sheets.  The  dollar  amounts   of   securities
underlying  the  agreements  are  included  in  the  respective   asset
accounts.

  Income Taxes - Deferred tax assets and liabilities are measured using
enacted  tax rates expected to apply to taxable income in the years  in
which  those  temporary differences are expected  to  be  recovered  or
settled.   As  changes in tax laws or rates are enacted,  deferred  tax
assets  and  liabilities are adjusted through the provision for  income
taxes.
<PAGE> 30
   Trust Fees and Assets - Revenues from trust services are reported on
the cash basis in accordance with customary banking practice. Reporting
such  revenues  on  the accrual basis would not materially  affect  the
accompanying  consolidated  financial  statements.  Assets  held  in  a
fiduciary  or agency capacity for customers and beneficiaries  are  not
included in the consolidated financial statements as such items are not
assets of the Corporation.

   Per Common Share Data - During the year the corporation adopted  the
provisions  of  Statement  of Financial Accounting  standards  No.  128
"Earnings per Share.  Under the standards established by SFAS No.  128,
per  share  information is measured at two levels:  basic and  diluted.
See Note 18 for the Corporation's methods of computing these amounts.

   Impairment  of  Assets - Effective January 1, 1996, the  Corporation
adopted  SFAS  No.  121  "Accounting for the Impairment  of  Long-lived
Assets   and   for  Long-lived  Assets  to  be  Disposed   of".    This
pronouncement requires that long-lived assets and certain  identifiable
intangibles  to  be held and used by the Corporation  be  reviewed  for
impairment  whenever events or changes in circumstances  indicate  that
the carrying amount of the asset may not be recoverable.  In performing
the  review  for  recoverability, the Corporation  would  estimate  the
future cash flows expected to result from the use of the asset and  its
eventual  disposition.  If the sum of the expected  future  cash  flows
(undiscounted and without interest charges) is less than  the  carrying
amount  of the asset, an impairment loss is recognized.  Otherwise,  an
impairment  loss is not recognized.  Measurement of an impairment  loss
for long-lived assets and identifiable intangibles that the Corporation
expects  to hold and use is based on the fair value of the asset.   The
adoption  of this pronouncement did not have a material impact  on  the
Corporation's consolidated financial statements.

    New  Accounting  Standards  -   Effective  January  1,  1997,   the
Corporation  adopted  Statement of Financial Accounting  Standards  No.
125,  "Accounting for Transfers and Servicing of Financial  Assets  and
Extinguishments  of  Liabilities,"  (SFAS  125).   This   pronouncement
provides accounting and reporting standards for transfers and servicing
of  financial assets and extinguishments of liabilities.  The  adoption
of   this  pronouncement  did  not  have  a  material  impact  on   the
Corporation's consolidated financial statements.

   In  February 1997, the FASB issued Statement of Financial Accounting
Standards No. 129, "Disclosure of Information about Capital Structure,"
(SFAS  129)  which codified existing disclosure requirements  regarding
capital  structure.  The adoption of SFAS 129 did not have  a  material
impact on the Corporation's current capital structure disclosures.

    Reclassifications  -   Certain  prior  year   amounts   have   been
reclassified to conform with current year presentation.

   Uses  of Estimates in the Preparation of Financial Statements -  The
preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting principles requires management to  make  estimates
and  assumptions  that  affect  the  reported  amounts  of  assets  and
liabilities and disclosure of contingent assets and liabilities at  the
date  of  the financial statements and the reported amounts of revenues
and  expenses during the reporting period.  Actual results could differ
from those estimates.


2.   RESTRICTIONS ON CASH AND DUE FROM BANKS

   Included in cash and due from banks are certain non-interest bearing
deposits  that  are  held  at the Federal Reserve  in  accordance  with
reserve  requirements  specified  by  the  Federal  Reserve  Board   of
Governors.   The   average  amount  of  those  reserve   balances   was
approximately   $937,000  and  $1,268,000   during   1997   and   1996,
respectively.

<PAGE> 31
3.   SECURITIES HELD TO MATURITY
(in thousands)
<TABLE>
<CAPTION>
                              December 31, 1997
                        Amortized    Estimated      Gross
                          Cost         Fair       Unrealized
                                      Value     Gains  Losses
<S>                     <C>          <C>        <C>        <C>              
U. S. Government Agency  
 obligations            $   653      $   662    $   9      $ -
State and political 
 subdivisions            59,493       62,561    3,075        7
    Total               $60,146      $63,223   $3,084      $ 7
</TABLE>


(in thousands)
<TABLE>
<CAPTION>
                              December 31, 1996
                        Amortized   Estimated      Gross
                           Cost       Fair       Unrealized
                                     Value     Gains  Losses
<S>                      <C>       <C>        <C>     <C>                   
U. S. Treasury 
 securities              $ 1,108   $ 1,106    $    -   $   2
U. S. Government 
 agency obligations          907       921        14       -     
State and political                             
 subdivisions             54,226    55,922     2,204     508
    Total                $56,241   $57,949    $2,218   $ 510
</TABLE>

The maturity distribution of investment securities to be held to
maturity is as follows:
(n thousand)
<TABLE>
<CAPTION>
                      December 31, 1997  
                    Amortized     Estimated
                        Cost     Fair Value
<S>                 <C>           <C>
Within 1 year       $    921      $    929
1 - 5 years            3,613         3,821
5 - 10 years          22,485        24,004
Over 10 years         33,127        34,469
   Total            $ 60,146      $ 63,223
</TABLE>

  In November 1995, the Financial Accounting Standards Board released a
special   report   on   SFAS  No.  115  that   permitted   a   one-time
reclassification  of securities held to maturity to the  available  for
sale  category.   No securities held to maturity were  reclassified  to
securities  available  for sale.  There were  no  sales  of  investment
securities classified as held to maturity during 1997.

  Certain investment securities held to maturity were pledged to secure
public  deposits, securities sold under agreements to  repurchase,  and
for  other  purposes  as required or permitted by  law.  These  pledged
securities had an estimated amortized cost and estimated fair value  of
approximately $27,379,000 and $28,854,000 respectively, as of  December
31, 1997.

<PAGE> 32
4.     SECURITIES AVAILABLE  FOR  SALE

(in thousands)
<TABLE>
<CAPTION>

                                   December 31, 1997
                          Amortized    Estimated      Gross
                             Cost         Fair      Unrealized
                                         Value    Gain      Loss
<S>                       <C>         <C>         <C>       <C>
U. S. Treasury             
 securities               $  4,615    $  4,624    $  11     $  2
U. S. Government agency
 obligations                53,787      53,911      138       14
State and political
 subdivisions               28,327      28,811      524       40
Mortgage-backed  
 securities                104,334     105,316    1,132      150
Derivative securities          700         701        1        -
Federal Home Loan Bank  
 stock - at cost            10,460      10,460        -        -
Other                          100         100        -        -
  Total                   $202,323    $203,923   $1,806     $206
</TABLE>

<TABLE>
<CAPTION>

                                December 31, 1996
                          Amortized    Estimated       Gross
                             Cost     Fair Value    Unrealized
                                                   Gain     Loss
<S>                       <C>           <C>        <C>      <C>             
U. S. Treasury                
 securities               $  7,715      $  7,728   $  17    $  4
U. S. Government
 agency obligations         37,250        37,018      26     258
State and political  
 subdivisions                7,259         7,489     270      40
Mortgage-backed
 securities                 87,402        87,109     495     788
Derivative securities        1,003           997       -       6
Federal Home Loan Bank
 stock - at cost             8,791         8,791       -       -
Other                          122           122       -       -
   Total                  $149,542      $149,254    $808  $1,096
</TABLE>

The maturity distribution of securities available for sale is as
follows:

<TABLE>
<CAPTION>
(in thousands)

                    December 31, 1997  
                    Amortized    Estimated
                      Cost      Fair Value
<S>                 <C>           <C>
Within 1 year       $  5,844      $  5,847
1 - 5 years           19,460        19,556
5 - 10 years          43,886        44,159
Over 10 years        133,133       134,361
   Total            $202,323      $203,923
                                  
</TABLE>


   Mortgage-backed securities have been allocated in the above table by
contractual maturity date.

  Derivative securities available for sale at December 31, 1997 consist
of  $200,000  step-up  bonds and $500,000 of  de-leveraged  bonds.   At
December   31, 1996, derivative securities available for sale consisted
of  $200,000  of  step-up  bonds, $502,000 of de-leveraged  bonds,  and
$300,000 in ratchet adjustable rate bonds.  The step-up bonds  have  an
increasing interest rate during the life of the bonds and are  callable
by  the  issuer at specific intervals. The de-leveraged  bonds  pay  an
adjustable  rate  of interest based on movement of  an  index.  Ratchet
adjustable  rate bonds are tied to market rates plus or minus  a  fixed
factor.  All of these securities are guaranteed by a government  agency
and have maturities of two years or less.

  Gross realized gains and gross realized losses on sales of securities
available  for sale were $157,000 and $135,000, respectively,  in  1997
and $350,000 and $315,000, respectively, in 1996.

<PAGE> 33
   Certain securities available for sale were pledged to secure  public
deposits, securities sold under agreements to repurchase, and for other
purposes as required or permitted by law. These pledged securities  had
an  estimated  amortized cost and estimated fair value of approximately
$133,000,000 and $134,000,000, respectively, as of December 31, 1997.

5.     LOANS AND ALLOWANCE FOR LOAN LOSSES
(in thousands)
<TABLE>
<CAPTION>

                                       December 31      
                                      1997       1996
<S>                                 <C>       <C>
Commercial, industrial and              
 agricultural loans                 $243,801  $226,115
Residential real estate and        
 mobile home loans                   294,270   279,803
Installment loans                    202,609   190,824
Total loans                          740,680   696,742
Less:  Unearned interest               9,486     9,524
Loans, net of unearned interest     $731,194  $687,218
</TABLE>

  Loans outstanding and unfunded commitments are primarily concentrated
in the Corporation's market area which encompasses western Kentucky and
surrounding   communities.  The  Corporation's   credit   exposure   is
diversified  with  secured  and unsecured  loans  to  consumers,  small
businesses  and  large  corporations. Although the  Corporation  has  a
diversified  loan  portfolio, the ability of customers  to  honor  loan
commitments  is  based,  in  part, on the  economic  stability  of  the
geographic region and/or industry in which they do business.

   At  December 31, 1997 and 1996, non-accrual loans totaled $5,533,000
and  $5,158,000 respectively, and loans  contractually past due 90 days
or  more totaled $1,643,000 and 2,207,000 respectively. If those  loans
on  a  non-accrual status had been current and in accordance with their
original  loan  terms,  interest income would have  been  approximately
$540,000  and $700,000 greater in 1997 and 1996, respectively. Interest
income  recorded on these loans was approximately $75,000 and  $100,000
for 1997 and 1996, respectively.

  The activity in the allowance for loan losses follows:
(in thousands)
<TABLE>
<CAPTION>

                                   Years Ended         
                                   December 31
                              1997     1996     1995
<S>                        <C>      <C>      <C>
Balance, beginning 
  of year                  $ 8,243  $11,004  $11,533
Provision for loan losses    4,088    2,883    1,106
Adjustments related to                         
   purchase/sale of                            
   finance receivables         (52)       -        6
Charge-offs                 (3,768)  (6,159)  (1,996)
Recoveries                     732      515      355
Net charge-offs             (3,036)  (5,644)  (1,641)
Balance, end of year       $ 9,243  $ 8,243  $11,004
</TABLE>

<PAGE> 34
  Impaired loans and related loan loss reserve amounts at December 31,
1997 and 1996 required by SFAS No. 114  are as follows:
(in thousands)
<TABLE>
<CAPTION>

                  Recorded          Loan
                  Investment       Reserve
                  1997    1996    1997    1996
<S>             <C>     <C>       <C>     <C>
Impaired loans                                
 with loan loss 
 reserves       $2,482  $1,961    $790    $711
Impaired loans                                
 with no loan
 loss reserves       -       -       -       -
Totals          $2,482  $1,961    $790    $711
</TABLE>

   The  average recorded investment in impaired loans during  1997  and
1996 was $2,222,000 and $4,936,000, respectively.

   The  Corporation did not recognize interest income on impaired loans
during 1997.

  It is the policy of the Corporation to review each prospective credit
in order to determine an adequate level of security or collateral prior
to  making  the loan. The type of collateral will vary and ranges  from
liquid assets to real estate.

   At  December  31,  1997 and 1996, there were no  significant  credit
concentrations by industry or customer bases.

  Certain directors and executive officers of the Corporation and their
associates  are  customers  of, and have other  transactions  with  the
Corporation  in  the  normal course of business.  All  loans  to  these
individuals  are  made  on  substantially  the  same  terms,  including
interest  rates  and collateral, as those prevailing at  the  time  for
comparable transactions with other persons and do not involve more than
the   normal  risk  of  collectibility  or  present  other  unfavorable
features.

Total  loans  to officers, directors, and associates of  such  persons,
follows:
(in thousands)
<TABLE>
<CAPTION>

<S>                             <C>
Balance, January 1, 1997        $15,282
New loans                         5,709
Repayments                       (2,799)
Changes in officers,             
 directors and associates        (1,355)
Balance, December 31,1997       $16,837
</TABLE>

6.   PREMISES AND EQUIPMENT
(in thousands)
<TABLE>
<CAPTION>


                                        December 31     
                                       1997      1996
<S>                                 <C>       <C>
Land                                $ 2,401   $ 1,971
Buildings and improvements           19,285    18,568
Furniture and equipment              14,167    13,569
Construction in progress                 24         -
Total premises and equipment        $35,877   $34,108
Accumulated depreciation            (17,689)  (15,910)
Net premises and equipment          $18,179   $18,198
</TABLE>

<PAGE> 35
7.   INTEREST BEARING DEPOSITS

(in thousands)
<TABLE>
<CAPTION>
                                       December 31     
                                     1997       1996
<S>                              <C>        <C> 
NOW accounts                     $109,699   $106,882
Money Manager accounts             67,590     39,008
Individual retirement accounts     53,421     49,542
Savings accounts                   46,352     51,984
Certificates of deposit 
 under $100,000                   304,853    286,255
Certificates of deposit                       
 $100,000 and above                76,844     85,985
Brokered certificates               8,221     11,879
Total interest bearing deposits  $666,980   $631,535
</TABLE>

 At December 31, 1997, the scheduled maturities of CDs are as follows:

(in thousands)
<TABLE>
<CAPTION>

<S>                     <C>
1998                    $ 293,730
1999                       77,793
2000                        8,527
2001                        6,823
2002 and thereafter         3,045
Total                   $ 389,918
</TABLE>

8.   BORROWINGS

( in thousands)
<TABLE>
<CAPTION>
                       December 31            1997             1996            
                                                   Max.              Max.
                        1997     1996   Average     Mo.   Average     Mo.
                                                    End               End   
<S>                  <C>       <C>      <C>      <C>      <C>      <C>  
Short-term:                                                    
 Federal funds                                                
  purchased and                                                  
  securities sold      
  under agreements     
  to repurchase      $ 77,984  $41,866  $53,276  $98,243  $47,541  $61,805
Notes payable - 
 U.S. Treasury          2,000    1,136    1,421    2,263    1,381    3,401
Revolving lines of
 credit and other       7,023    6,523    6,549    7,046    4,987    6,523
Federal Home Loan
 Bank advances          60,50   56,300   45,352   62,500   46,620   56,300
  Total short-term
   borrowings        $147,507 $105,825 $106,598 $170,232 $100,535 $128,029
Long-term                                                      
 Term debt           $ 10,000 $ 10,023
 Federal Home Loan
  Bank advances        38,990   12,818                            
Total long-term
 borrowings          $ 48,990 $ 22,841
</TABLE>

   The  weighted average interest rate on Federal funds purchased   and
securities sold under agreements to repurchase at December 31, 1997 was
5.03 percent.

   The  revolving lines of credit obtained from Union Planters National
Bank  and  Sun Trust Bank-Tennessee mature on July 1, 1998 and  provide
for  maximum borrowings of $10,000,000.  Interest is payable  quarterly
at  a  rate which is the lesser of 25 basis points under Union Planters
National Bank's and Sun Trust Bank-Tennessee's prime rate or 110  basis
points above the 30 day London Interbank Offered Rate.  The actual rate
at  December 31, 1997 was 7.07 percent.  The line is collateralized  by
FCC receivables and is fully guaranteed by the Corporation.  Management
fully expects to renew the revolving lines upon maturity.

<PAGE> 36
   The  Federal Home Loan Bank (FHLB) advances are collateralized by  a
blanket  pledge of all the Corporation's one-to-four family residential
real  estate loans. The advances bear interest at 5.20 percent to  6.85
percent at December 31, 1997, with a weighted average interest rate  of
6.00  percent.  According  to a funding program  of  the  FHLB,  up  to
$77,500,000  of  these  borrowings may be  repaid  without  penalty  at
specific intervals in 1998.

   The term note is for $10,000,000 and matures July 1, 2000.  It bears
a  fixed  rate  of  7.75 percent, which is payable  quarterly,  and  is
collateralized by FCC accounts receivable.  The note, which is  payable
to  Union Planters National Bank, carries a 100 percent guarantee  from
the Corporation.

   The loan agreements for the revolving lines of credit  and term note
stipulate,  among  other items, maintenance of  certain  operating  and
equity  ratios, and that the Corporation will not incur any  additional
secured  debt,  or  sell or encumber investments  in  its  subsidiaries
without  the  lenders'  prior  consent.  At  December  31,  1997,   the
Corporation was in compliance with all covenants contained in the  loan
agreements.

   Maturities of long-term borrowings outstanding at December 31,  1997
are as follows:

(in thousands)
<TABLE>
<CAPTION>
<S>                     <C> 
1999                    $  6,000
2000                      27,000
2001                           -
2002                      10,000
2003                         276
Thereafter                 5,714
Total                   $ 48,990
</TABLE>

9.   REGULATORY MATTERS

   Regulatory banking laws restrict the amount of dividends that may be
paid  by  the  subsidiary banks to the parent without  obtaining  prior
approval  of  the  regulatory authority. Under such  restrictions,  the
subsidiary banks had available $29,384,000 for payment of dividends  to
the parent as of December 31, 1997.

   The  Corporation's  banks are subject to various regulatory  capital
requirements administered by the Federal banking agencies.  Failure  to
meet  minimum capital requirements can initiate certain mandatory,  and
possibly  discretionary,  actions by regulators  that,  if  undertaken,
could have a direct material effect on the banks' financial statements.
Under  capital  adequacy  guidelines and the regulatory  framework  for
prompt   corrective  action,  the  banks  must  meet  specific  capital
guidelines  that  involve quantitative measures of the  banks'  assets,
liabilities,  and  certain off-balance sheet items as calculated  under
regulatory  accounting  practices.   The  banks'  capital  amounts  and
classification  are  also  subject  to  qualitative  judgments  by  the
regulators about components, risk weightings, and other factors.

<PAGE> 37
   The  Corporation's  and  significant  subsidiaries'  actual  capital
amounts and ratios are presented in the table below:

<TABLE>
<CAPTION>
                              As of December 31, 1997
                                                         To Be Well
                                                         Capitalized
                                      For Capital           Under
                       Actual          Adequacy            Prompt
                                       Purposes          Corrective
                                                           Action
                                                         Provisions
                    Amount    Ratio    Amount    Ratio    Amount    Ratio
Total Capital
 (to Risk Weighted
 Assets)
<S>                <C>        <C>     <C>        <C>      <C>       <C>
Consolidated       $122,461   16.60%  $59,039    8.00%    $73,787   10.00%
Citizens             80,045   16.54    38,720    8.00      48,400   10.00
BOMC                 17,622   17.80     7,919    8.00       9,899   10.00
                                                            
Tier I Capital 
 (to Risk Weighted                   
 Assets)
Consolidated       $113,238   15.35   $29,515    4.00%    $44,272    6.00%
Citizens             74,174   15.33    19,360    4.00      29,040    6.00
BOMC                 16,385   16.55     3,959    4.00       5,939    6.00
                                                            
Tier I Capital  
 (to Average 
 Assets)
Consolidated       $113,238   11.32   $40,016    4.00%    $50,020    5.00
Citizens             74,174   11.38    26,072    4.00      32,591    5.00
BOMC                 16,385   10.29     6,368    4.00       7,960    5.00
</TABLE>

<TABLE>
<CAPTION>

                                 As of December 31, 1996
                                                            To Be Well
                                                           Capitalized
                                          For Capital     Under Prompt
                       Actual              Adequacy        Corrective
                                           Purposes          Action
                                                            Provisions
                                                          
                    Amount     Ratio    Amount    Ratio    Amount    Ratio
Total Capital 
 (to Risk Weighted
 Assets)
<S>                <C>         <C>      <C>        <C>     <C>       <C>
Consolidated       $117,333    17.10%   $54,892    8.00%   $68,616   10.00%
Citizens             79,168    16.75     37,804    8.00     47,255   10.00
BOMC                 18,269    18.61      7,851    8.00      9,814   10.00
                                                             
Tier I Capital 
 (to Risk Weighted                   
 Assets)
Consolidated       $109,090    15.90    $27,446    4.00%   $41,169    6.00%
Citizens             73,985    15.66     18,902    4.00     28,353    6.00
BOMC                 17,034    17.36      3,926    4.00      5,888    6.00
                                                             
Tier I Capital  
 (to Average Assets)
Consolidated       $109,090    11.86    $36,779    4.00%   $45,974    5.00%
Citizens             73,985    11.93     24,805    4.00     31,007    5.00
BOMC                 17,034    11.13      6,124    4.00      7,655    5.00
</TABLE>

   Quantitative  measures established by regulations to ensure  capital
adequacy require the banks to maintain minimum amounts and ratios  (set
forth  in the preceding table) of total and Tier 1 capital (as  defined
in the regulations) to risk-weighted assets (as defined) and of Tier  1
capital  (as  defined)  to  average assets  (as  defined).   Management
believes,  as  of  December 31, 1997, that the banks meet  all  capital
adequacy requirements to which they are subject.

<PAGE> 38
   As  of  December 31, 1997 the most recent notification from the FDIC
(for  the  commercial  banks) and OTS (for the  Federal  Savings  Bank)
categorized  the  banks  as  well  capitalized  under  the   regulatory
framework  for  prompt corrective action.  To be  categorized  as  well
capitalized  the banks must maintain minimum total risk-based,  Tier  I
risk-based  and  Tier I leverage ratios as set forth in  the  preceding
table.  There are no conditions or events since that notification  that
management believes have changed the institutions' category.

   At December 31, 1996 all the Corporation's subsidiary banks had Tier
I  Risk  Based  Capital  of at least 10.75 percent,  total  Risk  Based
Capital  of  at least 11.81 percent, and a leverage ratio of  at  least
7.78 percent.


10.  COMMITMENTS AND CONTINGENCIES

   Through  the  ordinary course of business, the  Corporation  may  be
subject to various legal proceedings.  In the opinion of management and
counsel,  liabilities, if any, arising from such proceedings  presently
pending  would  not have a material adverse effect on the  consolidated
financial statements.

   In  December 1995, the Corporation entered into an agreement with  a
vendor  to  provide data processing services.  Under the terms  of  the
agreement, the vendor will provide services until the Corporation gives
notice  of  termination,  at which time the agreement  will  remain  in
effect  for  a  three  year  term.  Annual fees  vary  with  volume  of
business, system needs, services provided by the vendor and whether the
Corporation has given notice of termination.  Estimated 1998 fees under
the agreement are $1,400,000, net of pass-through costs.

   In  late January 1998, the Corporation gave notice to terminate  the
contract  which  had thirty-six months remaining.  If  the  Corporation
discontinues  services during these remaining thirty-six  months,  then
the Corporation is obligated to pay liquidating damages.  The amount of
liquidated  damages  would  be  approximately  sixty  percent  of   the
remaining   contract  obligation.   Management  estimates   that   such
liquidated damages would not exceed $1,750,000 based upon the  earliest
anticipated termination date.


11.  COMMON  STOCK

  The Corporation periodically repurchases common stock to fund various
employee  benefit  plans.   Such repurchases are  accomplished  through
third-party  broker-dealers in amounts of less than  5,000  shares  per
transaction  in  the open market at prevailing market  prices.   During
1996,  67,461  shares were repurchased at a total cost  of  $1,542,000.
Repurchases  in 1997 totaled 8,895 shares at a total cost of   $117,000
which included 3,895 shares exchanged in a non-cash transaction.


12.  COMMON STOCK OPTIONS

      The  Corporation  has  two fixed option  plans.  Under  the  1986
Incentive Stock Option Plan, the Corporation granted 210,000 options to
employees  for the acquisition of common stock over a ten year  period.
Under  the 1993 Incentive Stock Option Plan, the Corporation may  grant
options  to its employees for up to 400,000 shares of common stock.  In
both  plans, the exercise price of each option equals the market  price
of  the  Corporation's common stock at the grant date. Options  granted
under both plans expire after ten years. The options granted under  the
1986  Plan  vest over a four year period, with one-third vesting  after
two years, an additional one-third after three years and the final one-
third  after four years. Under the 1993 Plan, options vest the same  as
the  1986 Plan except for 160,000 shares that vest at 100 percent  five
years after grant date.

<PAGE> 39
<TABLE>
<CAPTION>
                      1997              1996             1995
                     Wtd-Avg           Wtd-Avg          Wtd-Avg
                    Exercise          Exercise         Exercise
Fixed Options    Shares   Price     Shares  Price     Shares  Price
<S>             <C>      <C>       <C>      <C>      <C>      <C>
Outstanding at                                             
 beginning of
 year           403,654  $20.23    394,250  $19.39   236,065  $13.48
Granted          41,500   24.10     45,250   24.00   221,000   23.36
Exercised       (12,536)   8.23    (19,012)  10.00   (50,565)   8.89
Forfeited        (4,500)  22.08    (16,834)  22.11   (12,250)  20.58
Outstanding at  
 end of year    428,118  $20.94    403,654  $20.23   394,250  $19.39
                                                           
Options                                                    
 exercisable 
 at year end    135,525  $15.70     98,985  $12.94    73,664  $10.47
Weighted-average                                           
 fair value                                                 
 of options
 granted during
 the year                $ 1.73             $ 7.85            $ 9.48

</TABLE>
The following table summarizes information about fixed stock options
outstanding at December 31, 1997:

<TABLE>
<CAPTION>
                Options Outstanding            Options Exercisable
                                Wtd-Avg.                     
                    Number     Remaining    Wtd-Avg.   Number     Wtd-Avg.
 Range of        Outstanding  Contractual  Exercise  Exercisable  Exercise
 Exercise        at 12/31/97   Life (yrs)    Price   at 12/31/97    Price
<S>                 <C>            <C>      <C>        <C>         <C>
 $ 9.84 - $10.67     40,118        3.05     $10.12      40,118     $10.12
 $13.33 - $14.50     36,500        5.00      14.40      36,500      14.40
 $19.13 - $21.25     65,500        6.21      19.49      42,830      19.47
 $22.50 - $24.12    286,000        7.56      23.62      16,077      22.50
 $ 9.84 - $24.12    428,118        6.71     $20.94     135,525     $15.70

</TABLE>

   The Corporation applies APB Opinion 25, "Accounting for Stock Issued
to  Employees" and related Interpretations in accounting for its plans.
Accordingly,  no compensation cost has been recognized  for  its  fixed
stock  option  plans.  Had compensation cost for the Corporation's  two
stock-based compensation plans been determined based on fair  value  at
the  grant  dates  for  awards under those plans  consistent  with  the
methodology  of SFAS No. 123 "Accounting for Stock-Based Compensation,"
the  Corporation's net income and earnings per share  would  have  been
reduced to the pro forma amounts indicated below:

       The fair value of each option grant made in 1995, 1996, and 1997
is  estimated  on  the  date  of grant using the  Black-Scholes  option
pricing model with the following weighted-average assumptions used  for
grants  in 1995, 1996, and 1997, respectively:  dividend yield of  2.34
percent  for  1995  and  1996  and  2.24  percent  for  1997;  expected
volatility  of  23.04 percent for 1995 and 1996 and 48.44  percent  for
1997;  risk-free rates of  7.46, 6.05, and 6.56 percent;  and  expected
lives of 10 years for 1995, 1996, and 1997.


(in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                   1997      1996       1995
<S>                             <C>       <C>        <C>
Net income                                                  
   As reported                  $12,846   $11,625    $12,024
   Pro forma                     12,448    11,298     11,739
Earnings per share                                          
   Pro Forma - basic               1.58      1.43       1.48
   Pro Forma - diluted             1.57      1.42       1.47
   As reported - basic             1.63      1.48       1.52
   As reported - diluted           1.62      1.47       1.51 
</TABLE>

<PAGE> 40
13.  INCOME TAXES

  The tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax
liabilities at December 31, 1997 and 1996, are as follows:

(in thousands)
<TABLE>
<CAPTION>
                                         December 31      
                                       1997        1996
<S>                                <C>         <C>
Deferred tax assets:
  Allowance for 
   credit losses                   $  3,285    $  2,739
  Net unrealized
   losses on
   securities                 
   available for sale                     -         101
  Other                                 516         585
Total gross deferred tax assets     $ 3,801     $ 3,425
Deferred tax liabilities:                         
  Depreciation                        1,374       1,418
  Net unrealized gain on 
   securities available for
   sale                                 560           -
  Other                                 823         605
Total gross deferred tax 
 liabilities                          2,757       2,023
Net deferred tax asset                       
 (included in other assets)         $ 1,044     $ 1,402
</TABLE>

  Income tax expense consisted of:

(in thousands)
<TABLE>
<CAPTION>
                                     Years Ended December 31      
                                 1997        1996         1995
<S>                           <C>         <C>         <C>
Current                       $ 5,504     $ 3,705     $ 4,779
Deferred expense (benefit)       (303)        941         (38)
Total                         $ 5,201     $ 4,646     $  4,741
</TABLE>


  The tax expense relating to gains on sales of securities approximated
$8,000 in 1997, $12,000 in 1996, and $93,000 in 1995.

    The  reasons  for  the  difference  between  income  taxes  in  the
consolidated financial statements and the amount computed  by  applying
the statutory rate to income before income taxes are as follows:

<PAGE> 41
(in thousands)
<TABLE>
<CAPTION>
                              Years Ended December 31,
                              1997     1996       1995
<S>                         <C>       <C>       <C>
Taxes at statutory rate     $ 6,316   $ 5,695   $ 5,868
Increase (decrease)                       
 resulting from:                          
  Tax-exempt 
   interest income           (1,286)   (1,164)   (1,109)
 Other, net                     171       115       (18)
Total                       $ 5,201   $ 4,646   $ 4,741
</TABLE>

14.  EMPLOYEE BENEFIT PLANS

   Employees  are covered by two defined contribution employee  benefit
plans  ("Plans").   All employees are eligible to  participate  in  the
Plans after completing various lengths of employment. Participants  are
immediately  vested  in employee contributions, with  100%  vesting  in
employer  contributions after 5 years of service or upon attainment  of
normal  retirement  age.  The annual cost of the Plans  is  based  upon
percentages of participant compensation and contributions to the Plans,
plus any discretionary amounts as determined by the Corporation's Board
of Directors.  Total costs charged to operations for the Plans in 1997,
1996, and 1995 were $795,000, $771,000, and $770,000 respectively.


15.  OFF-BALANCE SHEET FINANCIAL INSTRUMENTS AND COMMITMENTS

   The Corporation has financial instruments which are not reflected in
the  consolidated financial statements.  These include  commitments  to
extend credit and standby letters of credit.  These instruments involve
elements  of  credit  and  interest rate risk.   The  same  credit  and
collateral  policies  are  used  by the Corporation  in  issuing  these
financial instruments as are used for loans.

Standby  letters of credit are conditional commitments  issued  by  the
Corporation  to guarantee the payment by a customer to a  third  party.
The  terms  and  risk  of loss involved in issuing standby  letters  of
credit  are  similar to those involved in issuing loan commitments  and
extending  credit.   As  of December  31, 1997  and  1996,  commitments
outstanding  under  standby letters of credit  totaled  $5,502,000  and
$4,951,000, respectively.

   Commitments  to extend credit are agreements to lend to  a  customer
under  a  set of specified terms and conditions.  Commitments generally
have  fixed expiration dates or termination clauses, variable  interest
rates, and may require payment of a fee.  Since many of the commitments
are  expected to expire without being drawn upon, the total  commitment
amounts  do  not  necessarily represent future cash requirements.  Loan
commitments  may  be  secured or unsecured.  In  the  case  of  secured
commitments,   collateral  varies  but  may   include   commercial   or
residential  properties, business assets such as inventory,  equipment,
accounts receivable, securities, or other business or personal  assets,
or  guarantees.   At December 31, 1997 and 1996, commitments to  extend
credit totaled $106,121,000 and $113,363,000 respectively.

16.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   The  following disclosure of the estimated fair value  of  financial
instruments is made in accordance with the requirements of SFAS No. 107
"Disclosures about Fair Value of Financial Instruments."  The estimated
fair  value  amounts  have  been determined by  the  Corporation  using
available  market information and appropriate valuation  methodologies.
However,  considerable  judgment is necessarily required  to  interpret
market  data  to develop the estimate of fair value.  Accordingly,  the
estimates  presented  herein  are not  necessarily  indicative  of  the
amounts  the  Corporation could realize in a current  market  exchange.
The use of different market assumptions and/or estimation methodologies
may have a material effect on the estimated fair value amounts.

   The  fair value of investment securities to be held to maturity  and
securities available for sale is based on quoted market prices,  dealer
quotes,  and  prices obtained from independent pricing  services.   The
fair value of loans, deposits, and various types of borrowings and term
debt  is  estimated based on present values using entry-value  interest
rates  applicable to each category of such financial instruments.   The

<PAGE> 42
fair  value  of  commitments to extend credit and  standby  letters  of
credit are not included as they are not material.

   The  fair  value estimates presented herein are based  on  pertinent
information available to management as of December 31, 1997  and  1996.
Although   management  is  not  aware  of  any   factors   that   would
significantly  affect  the estimated fair value amounts,  such  amounts
have  not been comprehensively revalued for purposes of these financial
statements since both dates, and therefore, current estimates  of  fair
value may differ significantly from the amounts presented herein.

(in thousands)

<TABLE>
<CAPTION>
                                        December 31          
                                    1997                       1996       
                              Carrying   Estimated     Carrying  Estimated
                                           Fair                     Fair
                               Amount      Value         Amount    Value
<S>                          <C>         <C>           <C>       <C>
Assets:                                                   
 Cash and cash 
  equivalents                $ 52,870    $ 52,870       $ 41,898 $  41,898
 Securities held to     
  maturity                     60,146      63,223         56,241    57,949
 Securities available 
  for sales                   202,323     203,923        149,542   149,254
 Loans, net of unearned
  interest                    731,194     727,844        687,218   688,847
                                                                 
Liabilities:                                                        
   Deposits:                                                        
    Non-interest bearing       79,540      79,540         78,596    78,596
    Interest bearing          666,980     669,588        631,535   633,709
   Short-term borrowings      147,507     147,199        105,825   105,417
   Term debt & FHLB
    borrowings                 48,990      48,887         22,841    22,671
</TABLE>

17.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

(in thousands, except per share amounts)

<TABLE>
<CAPTION>
                           1997                            1996           
                4th     3rd     2nd     1st     4th     3rd     2nd     1st
                Qtr     Qtr     Qtr     Qtr     Qtr     Qtr     Qtr     Qtr
<S>         <C>     <C>     <C>     <C>      <C>     <C>    <C>      <C>
Gross     
 interest 
 income     $22,085 $21,350 $20,675 $19,874  $19,908 $19,553 $19,197 $19,006
Net 
 interest
 income      11,313  10,927  10,777  10,351   10,465  10,289  10,431  10,219
Net income    3,322   3,191   3,202   3,131    3,040   2,455   3,198   2,932
Basic                                                              
 earnings 
 per share  $  0.42  $ 0.40  $ 0.41 $  0.40  $  0.39 $  0.31 $  0.41 $  0.37
Diluted                                                            
 earnings 
 per share  $  0.42  $ 0.40  $ 0.41 $  0.40  $  0.38 $  0.31 $  0.41 $  0.37
</TABLE>

18.   EARNINGS PER SHARE

   In  February 1997, the FASB issued SFAS 128, "Earnings  per  Share,"
which establishes new standards for calculating and presenting earnings
per  share  disclosures.  As required, the Corporation has adopted  the
provisions of FAS 128 for year-end 1997 and applied them to  all  prior
period EPS data presented.  The Corporation computes basic earnings per
share  by dividing net income by the weighted average number of  common
shares  outstanding  during the year.  For the calculation  of  diluted
earnings  per  share,  the Corporation increases the  weighted  average
number of shares for the potential dilutive effect of outstanding stock
options as follows:

<PAGE> 43
<TABLE>
<CAPTION>

                                   1997       1996       1995
<S>                           <C>        <C>        <C>
                                                   
Weighted average common 
 shares outstanding           7,862,848  7,873,182  7,928,155

Adjustments for                                    
 dilutive securities:
    Assumed exercise                               
     of outstanding stock
     options                     62,825     51,310     52,565
Diluted common shares         7,925,673  7,924,492  7,980,720
                                                   
Earnings per common share:
     Basic                       $ 1.63     $ 1.48     $ 1.52
     Diluted                       1.62       1.47       1.51
</TABLE>

19.    SUBSEQUENT TO DECEMBER 31, 1997

   On  January  10, 1998, CBT Corporation and Mercantile Bancorporation
Inc.  ("Mercantile"), a Missouri corporation, entered into an Agreement
and  Plan of Merger, pursuant to which CBT will be merged with and into
Ameribanc,  Inc., a wholly-owned subsidiary of Mercantile.   Ameribanc,
Inc. will be the surviving entity resulting from the merger.

   Upon  consummation of the merger, each share of  the  no  par  value
common  stock  of CBT issued and outstanding immediately prior  to  the
effective time of the merger shall cease to be outstanding and shall be
converted into and become the right to receive 0.6513 of a share of the
$0.01  par  value common stock of Mercantile, together with  associated
preferred share purchase rights.

   In  addition, at the effective time, all rights with respect to  CBT
Common  Stock  pursuant  to  stock options granted  by  CBT  under  the
existing  stock  plans of CBT which are outstanding  at  the  effective
time,  whether or not exercisable, shall be converted into  and  become
rights with respect to Mercantile common stock on a basis that reflects
the exchange ratio.

   Consummation  of  the  merger  is  subject  to  various  conditions,
including:   receipt of  approval by the shareholders of CBT,   receipt
of regulatory approvals, receipt of an opinion of counsel as to the tax
treatment of certain aspects of the merger, qualification for  pooling-
of-interests accounting treatment,  and  satisfaction of certain  other
conditions.

  In connection with executing the merger agreement, Mercantile and CBT
entered  into  a stock option agreement pursuant to which  CBT  granted
Mercantile  an  option  to  purchase up  to  1,564,662  authorized  and
unissued shares of CBT common stock (representing 19.9 percent  of  the
outstanding  shares of CBT common stock without giving  effect  to  the
exercise of the option), at a purchase price of $33.25 per share,  upon
certain  terms and in accordance with certain conditions.   The  option
was  granted  by  CBT  as a condition and inducement  for  Mercantile's
willingness  to  enter  into  the  merger  agreement.   Under   certain
circumstances,  CBT may be required to repurchase  the  option  or  the
shares acquired pursuant to the exercise of the option.

<PAGE> 44
20.  PARENT COMPANY CONDENSED FINANCIAL INFORMATION

BALANCE SHEETS

At December 31, 1997 and 1996

(in thousands)
<TABLE>
<CAPTION>
                                                1997        1996
<S>                                           <C>       <C>
Assets:                                                      
Cash and cash equivalents *                   $  3,939  $   2,101
Investments in subsidiaries*                   115,036    106,349
Other assets                                     3,627      3,550
Total assets                                  $122,602   $112,000
Liabilities and stockholders' equity:                        
 Accrued liabilities                             1,472        518
Other liabilities                                1,050      1,266
Stockholders' equity, net of
 unrealized gains or losses on 
 securities available for sale                 120,080    110,216
Total liabilities and stockholders' equi      $122,602   $112,000
</TABLE>

* Eliminated completely or partially in consolidation.


STATEMENTS OF INCOME

Years Ended December 31, 1997, 1996 and 1995

(in thousands)
<TABLE>
<CAPTION>
                                       1997      1996    1995
<S>                                  <C>      <C>      <C>
Income:                                                     
 Dividends from subsidiaries*        $12,850  $ 6,740  $ 6,680
 Interest income                          62       40       58
 Miscellaneous income                      5        6        -
  Total income                        12,917    6,786    6,738
Expenses                               1,530      759    2,972
Income before income taxes            11,387    6,027    3,766
Income taxes                            (499)    (243)  (1,108)
Income before equity in
 undistributed net income
 of subsidiaries                      11,886    6,270    4,874
Equity in undistributed net 
 income of subsidiaries                  960    5,355    7,150
Net income                           $12,846  $11,625  $12,024
</TABLE>
* Eliminated in consolidation.

<PAGE> 45
STATEMENTS OF CASH FLOWS

Years Ended December 31, 1997, 1996 and 1995

(in thousands)
<TABLE>
<CAPTION>
                                       1997      1996    1995
<S>                                  <C>      <C>      <C>
Operating activities:                                       
  Net income                         $12,846  $11,625  $12,024
  Adjustments to reconcile net                           
   income to net cash
   provided by operating
   activities:
     Equity in undistributed net 
      income of subsidiaries            (960)  (5,355)  (7,150)
     Change in other assets              (77)    (253)  (1,630)
     Change in accrued and other
      liabilities                        736     (182)     943
     Change in dividends payable           -      (71)     (77)
     Change in dividends receivable
      from subsidiaries                    -        -    1,000
         Net cash provided by
          operating activities         12,545   5,764    5,110
Investing activities:                                       
     Contribution of capital to
      subsidiaries                     (6,500)   (500)    (300)
         Net cash used in 
           investing activities        (6,500    (500)    (300)
Financing activities:                                      
      Cash dividends paid              (4,090) (3,862)  (3,565)
      Stock options exercised                     190      450
      Purchase of common  stock          (117) (1,542)  (1,491)
         Net cash used in
          financing activities         (4,207) (5,214)  (4,606)
Net increase in cash and cash          
 equivalents                            1,838      50      204
Cash and cash equivalents, 
 beginning of year                      2,101   2,051    1,847
Cash and cash equivalents, 
 end of year                          $ 3,939 $ 2,101  $ 2,051
</TABLE>

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

None.


PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                          Executive Officers

      Information  regarding  the current  executive  officers  of  the
Corporation,   including  their  names,  ages,   positions   with   the
Corporation,  and  a  brief  description of their  business  experience
during the past five years, is presented below. Executive officers  are
elected annually by the Board of Directors.

      William J. Jones, 42, President and Chief Executive Officer and a
director.  Mr.  Jones  also  serves as President  and  Chief  Executive
Officer of Citizens. Mr. Jones has been associated with the Corporation
for  the  past 12 years. Additional information regarding Mr. Jones  is
set forth on page 4.

      John  E.  Sircy, 41, Executive Vice President and Chief Operating
Officer.  Mr. Sircy also serves as Executive Vice President  and  Chief
Operating  Officer of Citizens and as a director of Graves and  United.
Mr.  Sircy  joined the Corporation in his current role in  April  1994.
Prior  to  that, he served as Vice President and Controller of  Norwest
Bank  Iowa,  N.A. in Des Moines, Iowa, until August 1992, when  he  was
named Senior Vice President and Chief Financial Officer of that bank, a
position he held until April 1994.

      Philip  M. Benson, 50, Senior Vice President, Retail Banking  and
Marketing.  Mr.  Benson joined the Corporation  as  Vice  President  of
Marketing  and Strategic Planning in July 1995. Prior to that,  he  was
the  Executive Vice President and Chief Operating Officer of  Oak  Tree
Savings  Bank,  New  Orleans, Louisiana until November  1992,  when  he
became  the  Chief  Operating Officer of Clubhouse Management  Company,
L.L.C.,  Edmond,  Oklahoma,  a retail golf store  franchising  company.
Mr. Benson assumed his current position in October 1996.

      Lawrence  R.  Durbin, 53, Senior Vice President - Operations  and
Technology.  Mr. Durbin joined the Corporation in his current  role  in
December  1995, after having served for 30 years as a senior  executive
of  Computer  Services, Inc., a Paducah, KY-based bank data  processing
concern.

       Brian   R.  Griesbach,  45,  Senior  Vice  President  -   Credit
Administration. Mr. Griesbach joined the Corporation  in  1990  in  his
current role.

      M.  Leon Johnson, 57, President and Chief Executive Officer, FCC.
Mr.  Johnson  serves as a director of Citizens and  FCC  and  has  been
associated  with the Corporation for 12 years, serving in  his  current
role.

      C.  Thomas Murrell, III, 54, Executive Vice President  and  Chief
Credit Officer. Mr. Murrell joined the Corporation in November 1991  as
Senior Vice President and Chief Credit Officer of Citizens. Mr. Murrell
assumed  the  role of Executive Vice President-Commercial and  Consumer
Banking, Citizens in March 1994 and his current role in October 1996.

       J.   Russell  Ogden,  III,  50,  Executive  Vice  President   of
Investments,  Citizens. Mr. Ogden served as Senior  Vice  President  of
Trust  and  Investments until March 1994, when he became the  Executive
Vice  President of Financial Services at Citizens. In October  1996  he
assumed  his  current  position.  He  has  been  associated  with   the
Corporation for 16 years.


Section 16 (a).  BENEFICIAL  OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers, directors and persons  who  own  more
than  ten  percent  (10%) of the Corporation's  common  stock  to  file
reports  of ownership and changes in ownership with the Securities  and
Exchange  Commission  ("SEC").  Such  persons  are  required   by   SEC
regulation to furnish the Corporation with copies of all Section  16(a)
forms they file.

     Based solely on its review of the copies of such forms received by
it  during  1997 or representations from such persons that no  Form  5s
were  required,  the Corporation believes that all filing  requirements
applicable  to  its officers, directors and greater  than  ten  percent
(10%)  beneficial  owners were complied with in 1996 and  prior  years,
with the following exceptions: Brian R. Griesbach did not timely file a
Form  3,  with respect to his election as an executive officer  of  the
Corporation; Mr. Michelson did not timely file one report covering  one
tranaction;  Mr.  Morgan did not timely file one  report  covering  one
transaction.  The  exceptions  were corrected  as  soon  as  they  were
discovered.

      Set  out  below  is  information concerning all  of  the  current
directors  of  the  Corporation, including their  positions  held  with
Citizens, BMC, Pennyrile, Graves, United, and Fidelity.

      Irving  P.  Bright,  Jr.,  65, business consultant.  Until  1994,
Mr.  Bright was the President and Chief Executive Officer of  Bright's,
Inc.(a  retail clothing store). Mr. Bright has been a director  of  the
Corporation since 1983. He also serves as a director of Citizens.

      Christopher  J.  Black, 42, Executive Vice  President  and  Chief
Operating Officer, Ray Black and Son, Inc. (general contractor). He has
served  in  this capacity since 1992. Mr. Black has been a director  of
the Corporation since 1997. He also serves as a director of Citizens.

      John  L. Burman, 64,  manager of Kentucky Farm Bureau. Mr. Burman
has been a director of the Corporation since 1993. He also serves as  a
director of Pennyrile.

      Patrick J. Cvengros, 61, retired. Until 1992, Mr. Cvengros served
as  the  President  and  Chief Executive Officer  of  the  Corporation.
Mr.  Cvengros  has  been  a  director of the  Corporation  since  1983.
Mr. Cvengros also serves as a director of  Citizens and FCC, as well as
serving as a director of Computer Services, Inc., Paducah, Kentucky.

      William  H. Dyer, 62,  President and Chief Executive  Officer  of

Tennessee  Valley Towing (a river barge company). Mr. Dyer has  been  a
director  of  the  Corporation since 1991. Mr. Dyer also  serves  as  a
director of Citizens.

      Louis  A. Haas, 56, investor. Mr. Haas was formerly the President
and  Chief  Executive  Officer  of DuBois Pharmaceutical  (a  wholesale
pharmaceuticals  company).  Mr.  Haas  has  been  a  director  of   the
Corporation since 1991. Mr. Haas also serves as a director of Citizens.

      Joe Tom Haltom, 70, Chairman of BMC. Mr. Haltom previously served
as   Chairman  of  BMC  Bankcorp,  Inc.,  which  was  acquired  by  the
Corporation  on  May 31, 1994. Mr. Haltom was named a director  of  the
Corporation  in  1994. Mr. Haltom also serves as  a  director  of  BMC,
Graves, and United.

     Kerry B. Harvey, 40, a partner in the law firm of Owen, Harvey and
Carter.  Mr.  Harvey was named a director of the corporation  in  1994.
Mr. Harvey also serves as a director of BMC and United.

     F. Donald Higdon, 66, retired. Mr. Higdon was formerly the General
Manager  of  Kraft  Food Service, Inc. (a wholesale food  distributor).
Mr.  Higdon  has  been  a  director  of  the  Corporation  since  1991.
Mr. Higdon also serves as a director of Citizens.

     William J. Jones, 42, President and Chief Executive Officer of the
Corporation.  Mr.  Jones  served as Executive  Vice  President  of  the
Corporation  until January 1992, when he assumed his current  position.
Mr.  Jones has been a director of the Corporation since 1991. Mr. Jones
also serves as a director of Citizens, BMC, FCC, and Pennyrile.

      Ted  S.  Kinsey,  52,  President and Chief Executive  Officer  of
Parkway Chrysler, Inc. (an automobile dealership). Mr. Kinsey was named
a  director  of the Corporation in 1994. Mr. Kinsey also  serves  as  a
director of BMC.

      Louis M. Michelson, 53, President and Chief Executive Officer  of
Michelson Jewelers, Inc. (a retail jeweler). Mr. Michelson has  been  a
director of the Corporation since 1991. Mr. Michelson also serves as  a
director of Citizens.

      Bill  B.  Morgan,  68,  Chairman of Bradshaw  &  Weil,  Inc.  (an
insurance  agency). Mr. Morgan retired as a Brigadier  General  in  the
United States Air Force in 1995. Mr. Morgan was named a director of the
Corporation in 1994. Mr. Morgan also serves as a director  of  BMC  and
Graves.

     David M. Paxton, 41, Corporation Chairman of the Board. Mr. Paxton
is  Vice President and Chief Financial Officer of Paxton Media Group (a
television broadcasting and newspaper publishing company). He has  been
a  director  of  the  Corporation since 1991 and Chairman  since  1997.
Mr. Paxton also serves as a director of Citizens.

      Robert  P.  Petter, 62, President and Chief Executive Officer  of
Henry  A.  Petter  Supply  Company (an industrial  supply  wholesaler).
Mr.  Petter  has  been  a  director  of  the  Corporation  since  1983.
Mr. Petter also serves as a director of Citizens.

     Joseph A. Powell, 65, President and Chief Executive Officer of Old
Hickory  Clay  Company   (a mining company).  Mr.  Powell  has  been  a
director of the Corporation since 1991 and also serves as a director of
Citizens.

      Charles W. Ransler, M.D., 47, Physician. Dr. Ransler has  been  a
director  of the Corporation since 1997. Dr. Ransler also serves  as  a
director of Citizens.

      C.  Rex Smith, 41, President and Chief Executive Officer  of  Jim
Smith  Contracting (heavy highway contractor). Mr. Smith has served  in
this  capacity  since 1988. He has been a director of  the  Corporation
since 1997 and also serves as a director of Citizens.

      William  A.  Usher, 68, Chairman and Chief Executive  Officer  of
Usher  Transportation,  Inc. (a trucking and  transportation  company).
Mr.  Usher has been a director of the Corporation since 1991. Mr. Usher
also serves as a director of Citizens.

<PAGE> 47
Item 11.  EXECUTIVE COMPENSATION

      The  following table contains information concerning compensation
paid  or accrued by the Corporation and its subsidiaries for the fiscal
years ended December 31, 1995, 1996, and 1997 to, or on behalf of,  the
Corporation's Chief Executive Officer and each of the four  other  most
highly  compensated executive officers of the Corporation  during  1997
whose compensation exceeded $100,000.

<TABLE>
<CAPTION>
                                                                      
Edgar Only
     Table:
         (a)           (b)     (c)      (d)           (e)         (f)
                             Annual    Long-Term              
                            Compensa-  Compensa-
                              tion       tion
Name and               Year  Salary    Bonus      Securities   All Other
Principal Position             ($)      ($)       Underlying  Compensation
                                                  Options (#      (1)
                                                    Shares)
<S>                     <C>   <C>       <C>          <C>          <C>
William J.Jones         1997  $208,000  $72,613            0      $26,968
 President and          1996   208,000        0            0       25,555
 Chief Executive        1995   200,000        0      120,000       26,461
 Officer,CBT and
 Citizens                                                                    
                                                                               
John E. Sircy           1997   135,200   37,773            0       19,829
 Executive Vice         1997   135,200        0            0       19,477
 President and          1995   130,000        0        70,000      19,998
 Chief Operating 
 Officer         
 CBT and Citizens                                                              
                                                                               
M. Leon Johnson         1997   110,000   48,004         3,000      16,548
 President and Chief    1996   110,000   33,985         5,000      17,252
 Executive Officer,     1995   100,000   38,271         3,000      15,948
 Fidelity Credit Corp.                                                         
                                                                               
C. Thomas Murrell, III  1997   123,600   24,642         3,000      12,511
 Executive Vice         1996   123,600   14,005         5,000      11,976
 President and Chief    1995   120,000   18,144         5,000      12,812
 Credit Officer, CBT                                                           
                                                                               
J. Russell Ogden, III   1997   113,200   22,593         3,000      11,275
 Exec. Vice President,  1996   113,200    2,500             0      10,796
 Investments, Citizens  1995   106,072        0         2,000      11,605
                                                                          
</TABLE>
                                                                               
Edgar-Only Text:
___________

(1)  The  amounts shown in column (f) for each named executive  officer
     are   the  totals  of  the  Corporation's  contributions  to   the
     401(k)/Profit  Sharing and Money Purchase (MPP) retirement  plans,
     subsidiary  directors' fees, and term life insurance premiums  for
     the  fiscal  year  ended  December 31,  1997.   Such  amounts  are
     summarized  in the following schedule:
<TABLE>
<CAPTION>
  Edgar Only Table:    401(k)/MPP  Subsidiary    Term    Totals
                           P       Directors'    Life
                                     Fees
<S>                      <C>        <C>          <C>    <C>
Mr. Jones                $16,388    $10,200      $380   $26,968
Mr. Sircy                 13,586      6,000       243    19,829
Mr. Johnson               10,688      5,600       260    16,548
Mr. Murre                 12,252          0       259    12,511
Mr. Ogden                 11,067          0       208    11,275
</TABLE>

<PAGE> 49
Edgar-Only Text:
___________

                   Option Grants in Last Fiscal Year

      Shown below is information on grants of stock options during  the
fiscal year ended December 31, 1997, to the named executive officers.
<TABLE>
<CAPTION>

Edgar Only Table:                                                         
                                                  Individual Grants
     (a)          (b)        (c)         (d)       (e)     (f)      (g)
                                                       Potential  Realizable
                                                        Value at    Assumed
            Number                                        Annual      Rates
              of       % of Total                        of Stock     Price
          Securities    Options     Exercise           Appreciation    for
          Underlying   Granted to      or                 Option       (4)
Name       Options   Employees In   Base Price             Term    
           Granted    Fiscal Year   Per Share   Expiration            
                        1996(3)      ($/Sh)        Date      
<S>       <C>             <C>       <C>          <C>       <C>    <C>
          (#)(1)(2)                                          5%        10%
William 
 J. Jones        0        0.00%        N/A          N/A      N/A       N/A
John 
 E. Sircy        0        0.00%        N/A          N/A      N/A       N/A
M. Leon 
 Johnson     3,000        7.23%      24.12        01/07    45,506  115,323
C. Thomas 
 Murrell,    3,000        7.23%      24.12        01/07    45,506  115,323
 III
J. Russell
 Ogden,      3,000        7.23%      24.12        01/07    45,506  115,323
 III
</TABLE>

Edgar-Only Text:
___________

(1)  Stock  options have no explicit value on the date of grant because
     the  exercise  price per share is equal to the  market  price  per
     share  of the Corporation's common stock on the day preceding  the
     date  the  option  is granted. A stock option  has  value  to  the
     optionee  in  the  future  only  if  the  market  price   of   the
     Corporation's  common stock at the time the  option  is  exercised
     exceeds the exercise price.

(2)  Options  are not exercisable during the first two years after  the
     date  of  the  grant. Thereafter, options may be exercised  on  or
     after   the   anniversary  date  of  the  grant  in  three   equal
     installments  so  that the full grant may be exercised  no  sooner
     than four years after the date of the grant.

(3)  A  total of 41,500 options were granted  to a total of thirty-four
     (34) officers of the Corporation and its subsidiaries during 1997.

(4)  The  dollar  amounts under columns (f) and (g) are the  result  of
     calculations at the 5 percent and 10 percent rates set by the SEC.
     The  potential  realizable value over  the  option  terms  of  the
     options included in the above table are computed using the assumed
     rates  set  by the SEC and  should not be viewed as, and  are  not
     intended  to  be,  a forecast of possible future appreciation,  if
     any, in the Corporation's stock price.
                    Aggregate Options Exercised in
          Last Fiscal Year and Fiscal Year-End Option Values

<PAGE> 50
<TABLE>
<CAPTION>
Edgar Only Table:                                                        

       (a)          (b)      (c)      (d)                (e)
                                     Number      Value of Unexercised
                                       of            In-The-Money
                                    Securities          Options at
                                    Underlying        12/31/97 ($)*
                                    Unexercised
                                    Options
                                     as of
                                    12/31/97
                                       (#)
Name           Shares                 
              Acquired   Value           
                on      Realized    Exer-   Unexer-    Exer-    Unexer-
              Exercise    ($)     cisable   cisable   cisable   cisable
                (#)
<S>            <C>        <C>        <C>      <C>     <C>       <C>           
William 
 J. Jones      12,536     $229,001   58,117   120,001 $951,180  $917,475
John 
 E. Sircy           0            0    9,999    70,001  101,122   528,076
M. Leon 
 Johnson            0            0    5,000    12,000   55,980    96,380
C. Thomas 
 Murrell, III       0            0   15,166    13,334  221,900   107,718
J. Russell 
 Ogden, III         0            0   23,499     6,001  421,328    51,766
</TABLE>
Edgar-Only Text:
___________

*    Amounts shown represent the difference between exercise price  and
     December 31, 1997 market value of $31.00.

          Employment Contracts and Termination of Employment
                   and Change in Control Agreements

      The  Corporation has entered into Severance Protection Agreements
dated  June  28, 1995 ("Severance Agreements") with William  J.  Jones,
President  and  Chief Executive Officer, and John E.  Sircy,  Executive
Vice  President  and  Chief Operating Officer, which  provide  for  the
payment  of  certain  benefits to Mr. Jones  and  Mr.  Sircy  upon  the
termination of their employment with the Corporation within twenty-four
(24) months following a change in control of the Corporation.

      Pursuant  to the Severance Agreements, if, following a change  in
control  of  the  Corporation, as defined in the Severance  Agreements,
Mr.  Jones'  or Mr. Sircy's employment is terminated by the Corporation
for  cause,  disability  or  death, or  is  voluntarily  terminated  by
Mr.  Jones or Mr. Sircy for other than good reason, as defined  in  the
Severance Agreements, they would be entitled to all compensation earned
or  accrued through the termination date but not paid. If, following  a
change  in  control, Mr. Jones' or Mr. Sircy's employment is terminated
for  any  other  reason (including by Mr. Jones or Mr. Sircy  for  good
reason), each would be entitled to [i] all accrued compensation  earned
or  accrued through the termination date, [ii] a payment equal  to  two
times  annual  base salary, [iii] immediate vesting of all  outstanding
stock options, [iv] benefits under all medical, hospitalization, vision
and  dental plans in which each participates for a period of two  years
or  until  comparable coverage began under any plan of a new  employer,
[v]  an award under the Corporation's incentive compensation plan equal
to  the  amount which he would have received in the year of termination
prorated  to the date of termination, [vi] reimbursement of  reasonable
moving expenses, [vii] reasonable attorney fees and other expenses,  if
any, incurred to enforce the provisions of the Severance Agreement, and
[viii] all benefits  payable under the Corporation's retirement plans.

      For purposes of the Severance Agreements, a change in control  of
the  Corporation generally includes: [i] the acquisition by any  person
of 20 percent or more of the combined voting power of the Corporation's
outstanding  securities; [ii] the members of the Board of Directors  on
June 28, 1995 (or such other newly elected directors whose election was
approved  by at least two-thirds of the Board) cease for any reason  to
constitute at least a majority of the members of the Board;  [iii]  the
Corporation's  stockholders approve (subject to certain  exceptions)  a
merger, consolidation, reorganization or share exchange, or approve  an
agreement for the sale of all or substantially all of the assets of the
Corporation.

      Under  the Severance Agreements, good reason is generally defined
to  include  certain [i] changes in duties, responsibilities,  offices,
base  salary  or  employee fringe benefits; [ii] a failure  to  provide
employee  benefits  or salary increases which are comparable  to  those
provided  to  similarly situated employees; [iii] a relocation  of  the
executive's  offices  of  more than 50 miles;  [iv]  the  Corporation's
failure  to  obtain the assumption of the Severance Agreements  by  any
successor  to  the Corporation, and [v] any termination  of  employment
which  is  not effected pursuant to the notice and other provisions  of
the Severance Agreements.
<PAGE> 51
      Under  the  Corporation's 1993 Incentive Stock Option Plan ("1993
Plan"),  and  1986 Stock Option Plan ("1986 Plan"), the exercise  dates
of  all outstanding options under the Corporation's stock option  plans
will  accelerate so that each option outstanding may be exercised  upon
the occurrence of a Change in Control (as defined in the 1993 Plan)  or
a  takeover  or  merger of the Corporation (for purposes  of  the  1986
Plan).  In  addition,  the  shares subject to the  Corporation's  stock
option plans will be converted into (automatically in the 1993 Plan and
at  the  discretion  of the Plan Committee under the  1986  Plan)   and
replaced  by  shares of common stock or other equity securities  having
rights  and  preferences no less favorable than  common  stock  of  the
successor  and  the  number of shares subject to the  options  and  the
purchase  price  per  share  upon  exercise  of  the  options  will  be
correspondingly  adjusted. Change in Control of  the  Corporation,  for
purposes of the 1993 Plan, is generally defined to include (a) a  share
exchange or merger or consolidation of the Corporation or a significant
subsidiary of the Corporation (subject to certain exceptions); (b)  any
sale,  lease,  exchange, transfer or other disposition of  all  or  any
substantial  part of the assets of the Corporation or a  subsidiary  of
the  Corporation followed by a liquidation of the Corporation; (c)  the
commencement  of  any tender offer, exchange offer  or  other  purchase
offer  for, and/or any agreement to purchase, as much as (or more than)
30  percent  of  the outstanding common stock of the Corporation  or  a
subsidiary of the Corporation; or (d) the Board or the stockholders  of
the  Corporation  approve,  adopt, agree to recommend,  or  accept  any
agreement, contract, offer or other arrangement providing for,  or  any
series  of transactions resulting in, any of the transactions described
above.
                                   
                   Compensation Committee Interlocks
                           and Participation

      All  compensation matters, including executive compensation,  are
decided  by the Executive Committee of the Corporation, except  as  set
forth  below. The following directors served as the Executive Committee
with  respect  to compensation matters during 1997: Irving  P.  Bright,
Jr.,  Patrick  J. Cvengros, Louis A. Haas, Joe Tom Haltom,  William  J.
Jones,  David  M. Paxton, and William A. Usher. Director Cvengros  was,
until  1992,  President and Chief Executive Officer of the Corporation.
Mr.  Jones,  President and Chief Executive Officer, did not participate
in any discussion or decisions regarding his own compensation.


                     COMPENSATION COMMITTEE REPORT
                       ON EXECUTIVE COMPENSATION

       The   Executive  Committee  of  the  Board  of  Directors   (the
"Committee")  determines annually the compensation to be  paid  to  the
Corporation's  Chief  Executive Officer and other  executive  officers,
including  the  executive  officers named in the  Summary  Compensation
Table,  except  that  the  Stock Option Committee,  consisting  of  all
members  of  the Committee, except Mr. Jones, made all decisions  about
awards   under  the  Corporation's  stock  option  plans.  This  report
discusses  the  objectives  and procedure  used  by  the  Committee  to
establish  1996  compensation for the Chief Executive Officer  and  the
four  other  officers  named  in  the Summary  Compensation  Table.  As
required  by  rules  of  the Securities and Exchange  Commission,  this
report  provides  specific information regarding  compensation  of  the
Corporation's President and Chief Executive Officer ("CEO") and general
information  regarding  compensation  of  the  Corporation's  executive
officers  as a group. The Corporation's CEO and four other most  highly
compensated executive officers are sometimes referred to as the  "Named
Executives."

      Section 162(m) of the Code limits to $1,000,000 in a taxable year
the  deduction publicly held companies may claim for compensation  paid
to  an  executive  officer, unless certain requirements  are  met.  The
Corporation  has  reviewed this provision and has determined  that  the
Corporation  is not affected by Section 162(m) because no  compensation
paid  to  any  officer currently approaches or is expected to  approach
$1,000,000  in  the near term. Accordingly, no change  to  any  of  the
compensation plans is contemplated at this time.

<PAGE> 52
            Compensation Philosophy and Overall Objectives
                of the Executive Compensation Programs

      The  Corporation seeks to ensure that executive  compensation  is
directly linked to corporate performance and stockholder value, as well
as  comparable pay practices in the industry. Each year, the Committee,
in  making compensation decisions and recommendations, and the Board of
Directors,  in approving base salaries, review the performance  of  the
Corporation  and  compare such performance to  specified  internal  and
external  performance  standards.  The  Committee  has  developed   the
following   compensation  guidelines  as  the  principles  upon   which
compensation decisions and recommendations are made:

               Provide  variable compensation opportunities  that  are
          linked  to  the financial performance of the Corporation  and
          that  align  executive  compensation  with  the  interest  of
          stockholders.

              Provide incentives to increase corporate performance and
          stockholder value.

               Establish  executive officer base pay  levels  somewhat
          below  the  competitive  market,  while  providing  incentive
          awards  (from  the  annual  and long-term  plans)  above  the
          market, provided that performance objectives are achieved.

              Provide a competitive total compensation package that is
          "at  risk" driven and enables the Corporation to attract  and
          retain key executives.

      The  Committee's  executive  officer  compensation  policies  are
structured to reward contributions to the Corporation's performance and
to  enable it to compete favorably with peer institutions in attracting
and  retaining highly qualified individuals as executive officers.  The
Corporation generally defines its peers as financial institutions of $1
to  $2  billion  in  assets located in non-metropolitan  areas  in  the
southeast  and  midwest  regions  of the  United  States.  The  primary
objective  of  the  Committee's compensation policies  is  to  pay  for
performance.  The Corporation's executive compensation strategy  is  to
set  base  pay  at 90 percent of the competitive market with  incentive
opportunities  from annual and long term plans providing  total  direct
compensation (base, annual incentive and long-term incentive) at target
performance  higher  than the Corporation's peer  organizations.  As  a
result,  a  significant portion of each executive  officer's  potential
compensation  for  1997  consisted of an  incentive  component  with  a
pay-out  based  on the Corporation's, Banking Franchise's,  or  Finance
Company's   performance  for  the  year  and  the  executive  officer's
contribution to that performance.

                    Compensation Program Components
                  and Executive Officer Compensation

     The compensation program for executive officers primarily consists
of   annual   compensation  (comprised  of  base  salary   and   annual
performance-related incentives) and long term compensation  (consisting
of stock options).

Annual Compensation

       Base   Salaries:    Salary  ranges  were  established   by   the
Committeebased  both on a study of peer data and an assessment  of  the
relative   internal   responsibilities  of  the  executive   positions.
Generally, the midpoint for each executive officer's salary  range  was
set  at  approximately 90% of the median of industry peers.  Individual
base  salaries  for  executive  officers  other  than  Mr.  Jones   are
recommended  by the Corporation's Chief Executive Officer and  approved
by  the  Committee.  Mr.  Jones'  base  salary  is  determined  by  the
Committee.  Salaries are reviewed  annually and adjusted  periodically,
typically  at  12 months intervals. A salary range for  each  executive
officer  position  is  established using survey data.  Adjustments  are
based  upon the relationship of the executive officer's current  salary
to  the  range for the position and a subjective  evaluation of overall
company  and  personal performance. Base salaries paid in 1997  to  the
Named  Executives were below the median of estimated base  salaries  of
industry  peer survey data available. With respect to Mr.  Jones,   the
Committee  considered his current salary compared  to  the  established
range  and the performance of the Corporation, as well as his  personal
performance.

      Annual  Incentive Compensation:  At the beginning of  the  fiscal
year  the  Committee  also set potential 1997 incentive  award  levels,
payable  in  cash, at threshold, target and maximum performance  points
for each executive officer. All executives are classified as Corporate,
Banking or Finance Company officers, with each classification having  a
different  set  of  performance measures. Corporate  executives,  which

<PAGE> 53
would  include Mr. Jones and Mr. Sircy, receive payouts based upon  the
pre-tax  net  income  and  annual revenue growth  of  the  Corporation.
Threshold  performance in pre-tax net income must be achieved  for  any
awards  to be made. Banking executives, which would include Mr. Murrell
and  Mr.  Ogden, receive payouts based upon the pre-tax net income  and
annual  revenue  growth  of the Consolidated  Banking  Unit.  Threshold
performance in pre-tax net income must be achieved for any awards to be
made.  Payout percentages vary by position, with target payouts ranging
from  35  to 50 percent of base compensation for Named Executives.  Mr.
Johnson,  as the Finance Company senior executive, receives  an  annual
payout  equal to 1.50 percent to 2.0 percent of Fidelity Credit pre-tax
net income, with a threshold pre-tax net income required to qualify for
an  award.  All  of the Named Executives received incentive  awards  in
1997.
Long-Term Compensation

      Long-term  compensation is provided in the form of stock  options
granted  and is intended to increase management ownership of stock  and
to  provide  an  incentive for executive officers to improve  long-term
Corporate performance. All options are granted at fair market value and
are  exercisable  in  accordance with the terms  of  the  Corporation's
incentive stock option plans.

      In fixing the grants of stock options to the individual executive
officers, other than the President and Chief Executive Officer  ("CEO")
and  the  Executive Vice President and Chief Operating Officer ("COO"),
the  Committee reviewed with the CEO his recommended individual awards,
taking  into  account the respective responsibilities and contributions
of  each of the executive officers. No awards were made in 1997 to  the
CEO  or  COO because of the significant number of options (120,000  and
70,000, respectively) granted to them in 1995.


1997 Compensation for the President and Chief Executive Officer

      In  light  of  the  Committee's stated executive  philosophy  and
compensation plans, the Committee made the following decisions for 1997
regarding  the compensation for Mr. Jones, the Corporation's  President
and Chief Executive Officer:

               Base  Salary  Mr. Jones' base salary was maintained  at
          $208,000. The Committee did not adjust base compensation  for
          any of the Named Executives. The Committee believes that,  as
          adjusted,  Mr.  Jones' base salary remains   lower  than  the
          median average salary paid to CEOs by industry peers.

               Annual  Incentive   Mr. Jones received  $72,613  annual
          incentive compensation for 1997, based upon Corporate pre-tax
          net  income  and  revenue  growth as  discussed  above  under
          "Annual Incentive Compensation."

               Long-Term Incentive  The number of shares of stock  and
          other awards granted to the Chief Executive Officer under the
          Corporation's  Stock  Option Plans are based  on  competitive
          practices.  Administration is consistent with the  provisions
          of  the  plan as described above in "Long-Term Compensation".
          In 1997, Mr. Jones received no additional options.

Summary

      The  Compensation  Committee believes that base-pay  levels,  and
performance-based incentive awards, are reasonable and competitive with
the compensation programs provided to officers and other executives  by
financial services organizations of similar size and complexity to  the
Corporation.  The  Committee  believes  further  that  the  degree   of
performance sensitivity in the annual incentive program continues to be
reasonable,  yielding  awards that are directly linked  to  the  annual
financial and operational results of the Corporation. The Corporation's
Long  Term  Incentives Stock Option Plans continue to provide,  in  the
view  of  the  Committee, financial opportunities to  participants  and
retention  features  for the Corporation that are consistent  with  the
relative  returns  that are generated on behalf  of  the  Corporation's
stockholders.

<PAGE> 54
                            Members of the Committee:
                              Irving P. Bright, Jr.
                              Patrick J. Cvengros
                              Louis A. Haas
                              Joe Tom Haltom
                              William J. Jones
                              David M. Paxton
                              William A. Usher


COMPARATIVE STOCK PERFORMANCE

      The  Performance  Graph set forth below compares  the  cumulative
total stockholder return on the Corporation's common stock for the last
five fiscal years with the cumulative total return of the NASDAQ Market
Value  Index  ("Broad Market Index"), and a peer group of  19  publicly
traded  bank  holding companies in non-metropolitan areas  with  assets
between  $1 and $2 billion located in the southeast and midwest regions
of  the  United  States  ("Peer  Group Index").  The  cumulative  total
stockholder  return  computations set forth in  the  Performance  Graph
assume  the  investment of $100 in the Corporation's common stock,  the
Broad  Market Index and the Peer Group Index on December 31,  1991  and
the  reinvestment of all dividends. The 19 bank holding  companies  (in
alphabetical  order) and their states that constitute  the  Peer  Group
Index are as follows: Brenton Banks Inc., IA; Carolina First Corp., SC;
City  Holding Co., WV; Community Trust Bancorp, Inc., KY; F&M  National
Corp.,  VA;  First Commerce Bancshares, NE; First Financial Corp.,  IN;
First  Source  Corp.,  IN; First United Bancshares,  AR;  Firstbank  of
Illinois  Co.,  IL; Heritage Financial Services., IL;  Irwin  Financial
Corp., IN; Mid-America Bancorp, KY; Mississippi Valley Bancshares,  MO;
Park National Corp., OH; Peoples First Corp., KY; Trans Financial Inc.,
KY; United Bankshares, Inc., WV; and Wesbanco Inc., WV.

  Comparison of Five Year Cumulative Total Return of the Corporation,
                   Peer Group and Broad Market Index
<TABLE>
<CAPTION>
Edgar Only Table:
                        1992   1993    1994    1995    1996    1997
<S>                      <C>  <C>     <C>     <C>     <C>     <C>      
CBT Corporation          100  138.78  155.71  174.22  213.83  246.41
Peer Group               100  114.86  115.99  142.47  172.43  275.72
Broad Market             100  119.95  125.94  163.35  202.99  248.30
</TABLE>
Edgar-Only Text:

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of January 30, 1998, information
about the only holder of five percent or more of the Corporation's
common stock:
<TABLE>
<CAPTION>

Name and Address of Beneficial Owner           Amount and     Percent of
                                               Nature of         Class
                                               Beneficial
                                               Ownership
<S>                                             <C>                 <C>
Citizens Bank and Trust Company                 476,690(a)(b)       6.1
Trust Department                                                           
333 Broadway
Paducah, KY 42001
</TABLE>
___________

(a)  Shares are held in various fiduciary capacities and, by virtue of
     shared voting and shared investment power with respect to such
     shares, are deemed to own them beneficially.

(b)  Does not include 407,155 shares held in various trust accounts
     where there is no beneficial ownership.

<PAGE> 55
      Set  forth below is information with respect to shares of  common
stock  of the Corporation beneficially owned as of January 30, 1998  by
the  Corporation's  directors,  the executive  officers  named  in  the
Summary Compensation Table included in Item 11 of this report, and  all
directors and executive officers of the Corporation as a group.  Unless
otherwise noted, the named person has sole voting and investment powers
with  respect to the reported shares. Where the holdings  of  a  family
member  are  noted as being held "individually," the family member  has
sole  voting  and  investment power with respect to the  shares.  Where
joint  ownership is noted, the joint owners share voting and investment
power as to the shares.

<TABLE>
<CAPTION>
Edgar Only Table:
Name of Beneficial Owner         Amount and          Percent of
Beneficial Owner                 Nature of             Class
                                 Beneficial
                                 Ownership
<S>                                <C>        <C>      <C>                     
Chr Christopher J. Black.             9,276    (1)       **
Irving P. Bright, Jr.                65,634    (2)       **
John Burman                          80,292    (3)      1.0
Patrick J. Cvengros                  25,197              **
William H. Dyer                      54,432    (4)       **
Louis A. Haas                       177,201    (5)      2.2
Joe Tom Haltom                      289,325             3.6
Kerry B. Harvey                      28,961    (6)       **
F. Donald Higdon                      3,443              **
M. Leon Johnson                      62,624    (7)       **
William J. Jones                     88,661    (8)      1.1
Ted S. Kinsey                        19,750    (9)       **
Louis M. Michelson                    7,568   (10)       **
Bill B. Morgan                      219,970   (11)      2.7
C. Thomas Murrell, III               22,783   (12)       **
J. Russell Ogden, III                44,624   (13)       **
David M. Paxton                       3,300   (14)       **
Robert P. Petter                     24,570              **
Joseph A. Powell                     18,048   (15)       **
Charles W. Ransler, M.D......        12,159   (16)       **
John E. Sircy                        15,761   (17)       **
C. Rex Smith................        138,100   (18)      1.7
William A. Usher                     12,000              **
All directors and executive       
 officers of the Corporation
 as a group (26 persons)          1,439,772   (19)     18.0

</TABLE>
                                                                 
                                                                 
Edgar-Only Text:
___________

** Represents less than 1 percent of total outstanding shares of common
     stock.

(1)  Shares  represented include 5,276 shares held in a profit  sharing
     account and 3,850 owned individually by Mr. Black's wife.

(2)  Shares  represented  include 6,283 shares  owned  individually  by
     Mr.  Bright's  wife  and 12,000 shares in a trust  for  which  she
     serves as Trustee.

(3)  Shares  represented  include 22,596 shares individually  owned  by
     Mr.  Burman's  wife  and 32,027 shares owned individually  by  Mr.
     Burman's brother.

(4)  Shares  represented include 5,278 shares held by a partnership  in
     which Mr. Dyer is a general partner.

(5)  Shares  represented include 63,904 shares held in agency  accounts
     for  Mr. Haas' children and 7,841 shares owned jointly by Mr. Haas
     and his wife.

(6) Shares   represented  include  20,509  shares  owned   jointly   by
     Mr.  Harvey and his wife, 106 shares owned jointly by Mr. Harvey's
     wife  and daughter and 106 shares owned jointly by Mr. Harvey  and
     his daughter.

<PAGE> 56
(7)  Shares  represented  include 12,213  vested  shares  held  by  the
     Corporation's  Retirement, Savings, and Profit  Sharing  Plan  and
     9,666 shares of vested stock options.

(8)  Shares  represented  include 10,865  vested  shares  held  by  the
     Corporation's  Retirement, Savings, and Profit  Sharing  Plan  and
     71,451 shares of vested stock options.

(9)  Shares   represented  include  10,884  shares  jointly  owned   by
     Mr.  Kinsey  and his wife, 300 shares held in his wife's  IRA  and
     2,000 shares owned individually by Mr. Kinsey's children.

(10) Shares  represented  include 1,596  shares  owned  by  Michelson
     Jewelers, Inc., a corporation controlled by Mr. Michelson.

(11) Shares  represented  include 6,153 shares owned  by  Mr.  Morgan's
     wife,  86,139  shares owned by Mr. Morgan's father,  1,465  shares
     owned  by  Mr.  Morgan's son, 2,150 shares owned by  Mr.  Morgan's
     daughter,   11,554  shares  owned  by  Mr.  Morgan's  sister   and
     brother-in-law,  865  shares  owned by  Mr.  Morgan's  sister  and
     brother-in-law, and 2,192 shares owned by Mr. Morgan's brother and
     sister-in-law, as to which mr. Morgan shares voting power.

(12) Shares  represented  include  2,284  vested  shares  held  by  the
     Corporation's  Retirement, Savings, and Profit  Sharing  Plan  and
     20,499 shares of vested stock options.

(13) Shares  represented  include 90 shares held in custodian  accounts
     for  Mr.  Ogden's  children,  7,701  vested  shares  held  by  the
     Corporation's  Retirement, Savings, and Profit  Sharing  Plan  and
     25,833 shares of vested stock options.

(14) Shares   represented  include  3,200  shares  owned   jointly   by
     Mr. Paxton and his wife.

(15) Shares  represented  include 3,438 shares  owned  individually  by
     Mr. Powell's wife.

(16)   Shares  represented  include  1,500  shares  held  in  custodian
     accounts  for Dr. Ransler's children, 1,200 shares in  his  wife's
     IRA and 5,378 shares held by a partnership in which Dr. Ransler is
     a general partner.

(17) Shares  represented  include  2,008  vested  shares  held  by  the
     Corporation's  Retirement, Savings, and Profit  Sharing  Plan  and
     13,332 shares of vested stock options.

(18) Shares represented are held in a limited partnership in which Mr.
     Smith is a general partner.

(17) Includes 154,280 shares of vested stock options.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The  executive officers and directors of the Corporation  are  at
present,  as in the past, customers of subsidiaries of  the Corporation
and  have had and expect to have business and banking transactions with
such  in  the  ordinary course of business. In addition,  some  of  the
executive officers and directors of the Corporation are at present,  as
in  the  past,  also officers, directors or principal  stockholders  of
corporations which are customers of subsidiaries of the Corporation and
which had and expect to have business and banking transactions with the
Corporation  in  the  ordinary course of  business.  All  such  banking
transactions were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and  collateral,
as  those prevailing at the time for comparable transactions with other
persons  and, in the opinion of management of the Corporation  and  its
subsidiaries,  did not involve more than normal risk of  collectibility
or present other unfavorable or unusual features.

      Mr.  Harvey,  a director of the Corporation, BMC and  UCB,  is  a
partner  in the law firm of Owen, Harvey, and Carter, Benton, Kentucky,
which  was  retained  by BMC and UCB in the last  fiscal  year  and  is
proposed  to  be  retained  in  the  current  fiscal  year.  In   1997,
Mr.  Harvey's  law firm received payment of approximately  $30,000  for
legal services rendered to BMC and UCB.

<PAGE> 57
      Mr.  Morgan, a director of the Corporation, BMC and GCB,  is  the
Chairman  of  Bradshaw & Weil, Inc., and insurance agency  in  Paducah,
Kentucky,  which  provides  a variety of insurance  coverages  for  the
Corporation.  In  1997,  Bradshaw  & Weil,  Inc.  received  payment  of
approximately $130,000 in premiums for coverages extending one to three
years.

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 Part  II.
Item 8 of this Form 10-K for the fiscal year ended December 31, 1997, on
the following pages:
<TABLE>
<CAPTION>
     (1)  Financial Statements:
          Description                                         Page
<S>                                                           <C>
          Report of Independent Public Accountants            23-24
          Consolidated Statements of Income for the 
            Years Ended December 31, 1997, 1996,
            and 1995                                             25
          Consolidated Balance Sheets at December 31,
            1997 and 1996                                        26
          Consolidated Statements of Stockholders' 
            Equity for the Years Ended December 31, 1997,
            1996, and 1995                                       27
          Consolidated  Statements of Cash Flows for 
           the Years Ended December 31, 1997, 1996,
             and 1995                                            28
          Notes  to  Consolidated Financial Statements 
            for the Years Ended December 31, 1997, 1996,
            and 1995                                          29-46
</TABLE>
As  permitted  by  Rule  15d-21  of the  Exchange  Act,  the  financial
statements  of  the  Retirement  Plan and money Purchase Plan and  report
of  the  independent auditors of the Retirement Plan and money Purchase Plan
are included on the following pages:

<TABLE>
     <S>                                                      <C>
     (1)  Financial Statements of the Retirement Plan:
          Description                                          Page

          Report of Independent Auditors                      75-16
          Statements of Net Assets Available for 
            Plan Benefits at December 31, 1997 and 1996          77
          Statements of Changes in Net Assets 
            Available for Plan Benefits for the Years 
            Ended December 31, 1997, 1996, and 1995              78
          Notes to Financial Statements                       79-83
          Schedule of Assets Held for Investment Purposes
            for the Year Ended December 31, 1997                 86
          Schedule of Reportable Transactions for 
            the Year Ended December 31, 1997
          Independent Auditor's Report on Supplemental          
            Information                                          85

      (2) Financial Statements of the Money Purchase Plan  

          Report of Independent Auditors                       90-91
          Statements of Net Assets Available for Plan
            Benefits at December 31, 1997 and 1996.              92
          Statements of Changes in Net Assets Available 
            for Plan Benefits for the years ended
            December 31, 1997, 1996, and 1995.                   93
          Notes to Financial Statements                       94-97
          Independent Auditor's Report on Supplemental
            Information                                          98
          Schedule of Assets Held for Investment Purposes
            for Investment Purposes for the year ended
            December 31, 1997.                                   99
          Schedule of Reportable Transactions for the year
            ended December 31, 1997.                            100
</TABLE>
(b)  Reports on Form 8-K.

      No  reports on Form 8-K were filed during the fourth  quarter  of
1997.

(c)  Exhibits.  The exhibits listed on the Exhibit Index included on page 
--- of this Report are incorporated herein by reference.

(d)  Financial statement schedules.

     None


<PAGE> 59
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 on March
25, 1998.

                         CBT CORPORATION

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



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 and in the capacities indicated on March 26, 1998.


________________________________        Chairman of the Board
/s/ David M. Paxton



_________________________________       President
/s/ William J. Jones                    (Principal Executive Officer)


_________________________________       Executive Vice President and
/s/ John  E. Sircy                           Chief Operating Officer
                                              (Principal Financial  and
Accounting Officer)

__________________________________
/s/ Chris Black                              Director


__________________________________
/s/ Irving P. Bright, Jr.                    Director


___________________________________
/s/ John L. Burman                           Director


___________________________________
/s/ Patrick J. Cvengros                      Director


___________________________________
/s/ William H. Dyer                          Director


___________________________________
/s/ Louis A. Haas                            Director


___________________________________
/s/ Joe Tom Haltom                           Director

<PAGE> 60
___________________________________
/s/ Kerry B. Harvey                          Director


___________________________________
/s/ F. Donald Higdon                         Director

                                   
___________________________________
/s/ Ted S. Kinsey                            Director


___________________________________
/s/ Louis M. Michelson                       Director


___________________________________
/s/ Bill B. Morgan                           Director


___________________________________
/s/ Robert P. Petter                         Director


___________________________________
    Joseph A. Powell                         Director


___________________________________
/s/ Charles W. Ransler                       Director


___________________________________
    Calvin Rex Smith                         Director


___________________________________
/s/ William A. Usher                         Director

<PAGE> 61



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)         Agreement and Plan of Merger, dated as of January 10,
               1998 among CBT Corporation, Mercantile Bancorporation,
               Inc, and Ameribanc, Inc. is incorporated by reference
               to Exhibit 2.1 of Form 8-K of CBT Corporation dated 
               January 14, 1998.

10(b)         Stock Option Agreement, dated as of  January 10, 1998,
               issued by CBT Corporation to Mercantile Bancorporation
               Inc. is incorporated by reference to Exhibit 2.2 of 
               Form 8-K of CBT Corporation dated January 14, 1998

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

10(f)          **Salary Continuance Agreement between Citizens Bank
               & Trust Company and Patrick J. Cvengross dated 
               December 21, 1988.

10(g)         **Description of Incentive Compensation Plan 
              (omitted under request for confidential treatment).

21             Subsidiaries of the Registrant

23(a)          Consent of Arthur Andersen, LLP, Independent Public Accountants

23(b)          Consent of Allen & Company, PSC Independent Public Accountants

27             Financial Data Schedule

**   Denotes management contracts or compensatory plans or arrangements
     required to be filed as exhibits to this Form 10-K.

<PAGE> 62                                   
                          EXHIBIT NO. 10 (d)
                                   
                     SALARY CONTINUANCE AGREEMENT
                                   
<PAGE> 63
                                   
                     SALARY CONTINUANCE AGREEMENT
                                   
           THIS  AGREEMENT made and entered into this the 21st  day  of
December  1988,  by  and between CITIZENS BANK  AND  TRUST  COMPANY  of
PADUCAH,  KENTUCKY,  banking corporation having its principal place  of
business at 333 Broadway, Paducah, Kentucky, hereinafter referred to as
"Bank" and PATRICK J. CVENGROS, hereinafter referred to as "Executive';

                              WITNESSETH:

      WHEREAS, Executive was initially employed by the Bank in 1967  as
vice-president  of the Bank and in 1974, Executive was named  President
and  Chief  Executive Officer of the Bank, and by  reason  thereof  has
acquired  experience and knowledge of considerable value to  the  Bank;
and,

     WHEREAS, Bank wished to offer an inducement to Executive to remain
in  its  employ  by  compensating him beyond  his  regular  salary  for
services which he has rendered and will hereafter render; and,

      WHEREAS, Executive is presently 52 years of age, having been born
March 16, 1936; and,

      WHEREAS,  The  parties hereto entered into a Salary  Continuation
Agreement  February  20, 1985, and now wish to amend  and  restate  the
agreement;

     NOW, THEREFORE, it is mutually agreed as follows:

     1.   The Bank has and does hereby employ Executive in the capacity
of President and Chief Executive Officer at the will of Bank's Board of
Directors,  and  the  Executive  hereby accepts  such  employment,  the
conditions of which are hereinafter set forth in this agreement.

      2.   As compensation for his services, the Bank hereby agrees  to
pay  Executive and Executive hereby agrees to accept from  the  Bank  a
salary to be determined from time to time by the Board of Directors  of
the Bank.

      3.   Executive shall retire from Executive employment of the Bank
on  the 1st day following the calendar year of which he reaches the age
of  65,  unless  by  action  of the Board of Directors  his  period  of
employment  should  be shortened or extended.  However,  Executive  may
retire  at any time prior to reaching the age of 65, and in all  events
upon his retirement or 50 percent change of control of the bank or  CBT
Corporation by another bank or holding company, Executive shall have  a
vested  retirement income (over and above all other plans the Bank  may
have) of $100,000.00 per year for a period of ten (10) years.

     4.   In the event the Executive should die prior to his retirement
as  set  forth in Paragraph 3 above, the Bank agrees to pay Executive's
wife and/or such other person as Executive may have designated, the sum
of  $100,000.00 per year for a period of 10 years in 120 equal  monthly
payments.

      5.    Payments  of  the  retirement sums  provided  for  in  this
agreement shall commence immediately upon retirement or death and shall
be  made  in 120 equal monthly payments.  The payments shall be payable
to  the  Executive or in case of death during retirement, to his estate
or designated beneficiary.

      6.   Except in case of merger or 50 percent change of control  of
the  Bank  or  CBT  Corporation by another  bank  or  holding  company,
Executive  expressly agrees, as a condition to the performance  by  the
Bank  of  its obligations hereunder, that during the period  for  which
monthly  payments to Executive are provided for herein, Executive  will
not  within  a  radius  of 50 miles of any of the Bank's  offices,  its
Holding  company's  offices, or the offices of  its  Holding  Company's
subsidiaries,  directly  or  indirectly,  render  any  services  of  an
advisory  nature or otherwise to become employed by or  participate  or
engage  in  any  Bank  related business competitive  with  any  of  the
businesses  of the Bank without the prior written consent of  the  Bank
evidenced by resolution of Bank's Board of  Directors.  Nothing  herein
shall  prohibit  Executive from owning stock or other securities  of  a
competitor  which are relatively insubstantial to the total outstanding
stock  of such competitor, and so long as he in fact does not have  the
power  to  control  or  direct  the  management  or  policies  of  such
competitor and does not serve as a director or officer of, and  is  not
otherwise associated with, any competitor except as consented to by the
Corporation.

<PAGE> 64
      7.    The  benefits provided hereunder shall be  in  addition  to
Executive's  annual salary as determined by the Board of  Directors  of
the Bank and shall not affect the right of Executive to participate  in
any  current  or  future Bank Retirement Plan or  in  any  supplemental
compensation arrangement which is properly authorized by the  Board  of
Directors.

      8.    It is agreed that neither Executive, nor his wife, nor  any
other  designee,  shall  have  any  right  to  commute,  sell,  assign,
transfer,  or  otherwise  convey  the right  to  receive  any  payments
hereunder which payments and the right hereto are expressly declared to
be  nonassignable  and  nontransferable;   and  in  the  event  of  any
attempted  assignment  or  transfer, the Bank  shall  have  no  further
liability hereunder.

     9.   If the Bank has acquired, or in the future does, an insurance
policy  or annuity contract or any other asset in connection  with  the
liabilities  assumed  by  it hereunder it is expressly  understood  and
agreed  that  neither Executive nor any beneficiary of Executive  shall
have  any right with respect to, or claim against, such policy or other
asset except as provided by the terms of such policy or in the title to
such  other asset.  Such policy or asset shall not be deemed to be held
under any trust for the benefit of Executive or his beneficiaries or to
be  held in any way as collateral security for the fulfillment  of  the
obligations of the Bank under this agreement except as may be expressly
provided by the terms of such policy or title to such other assets.  It
shall  be and remain, a general, unpledged, unrestricted asset  of  the
Bank.

      10.   The Bank agrees that it will not merge or consolidate  with
any other Bank or organization, or permit its business activities to be
taken over by any other organization unless and until the succeeding or
continuing  bank  or  other  organization shall  expressly  assume  all
obligations and liabilities herein set forth.

      11.  This agreement may be revoked or amended in whole or in part
by a writing signed by both of the parties hereto.

      IN  WITNESS  WHEREOF,  the Bank has caused this agreement  to  be
signed  in  its  corporate  name by its duly  authorized  officer,  and
impressed  with  its  corporate seal, attested by  its  Secretary,  and
Executive has hereunto set his hand and seal, all on the day  and  year
first above written.


                                        BY:  /s/ David W. Newell
                                             Secretary

ATTEST:
     /s/ William J. Jones
     Chief Financial Officer

                                        EXECUTIVE:
                                             /s/ Patrick J. Cvengros

/s/ Carol S. Sloan
WITNESS

<PAGE> 65
                                   
                            EXHIBIT NO. 21
                                   
                    SUBSIDIARIES OF THE REGISTRANT
                                   
                                for the
                           Fiscal Year Ended
                           DECEMBER 31, 1997

<PAGE> 66


        SUBSIDIARIES             STATE         OPERATING NAME
                                  OF
                             INCORPORATION
Citizens Bank & Trust           Kentucky    Citizens Bank & Trust
Company of Paducah, Inc.                           Company

Fidelity Credit Corporation    Kentucky         Fidelity Credit
                                                  Corporation

Pennyrile Citizens Bank and    Kentucky      Pennyrile Citizens
Trust Company                                  Bank and Trust
                                                   Company

Bank of Marshall County        Kentucky       Bank of Marshall
                                                  County

Graves County Bank, Inc.       Kentucky      Graves County Bank

United Commonwealth, FSB       Kentucky       United Commonwealth
                                                  Bank, FSB

United  Commonwealth Service   Kentucky     United Commonwealth
Corporation                                 Service Corporation
                                   
<PAGE> 67                                   
                                   
                            EXHIBIT NO. 23 (a)
                                   
                              CONSENT OF
                    INDEPENDENT PUBLIC ACCOUNTANTS
                                   
<PAGE> 68

               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                   

As  independent public accountants, we hereby consent to incorporate by
reference  of  our  report  dated January 30,  1998,  included  in  CBT
Corporation's  annual report to shareholders in this Form  10-K  as  of
December  31, 1997 into CBT Corporation's previously filed registration
statements  No.  33-28512  (1986  Stock  Option  Plan),  No.   33-34459
(Retirement,  Savings and Profit Sharing Plan), No. 33-68334  (Dividend
Reinvestment  and  Stock Purchase Plan), No. 33-57647  (1993  Incentive
Stock  Option  Plan) and No. 33-56305 (Retirement, Savings  and  Profit
Sharing Plan).




                                        ARTHUR ANDERSEN LLP



Nashville, Tennessee
January 30,  1998

<PAGE> 69


                            EXHIBIT NO. 23(b)
                        CONSENT TO ALLEN & CO.,
                    INDEPENDENT PUBLIC ACCOUNTANTS

<PAGE> 70
                            EXHIBIT NO. 27
                           CBT CORPORATION'S
                        FINANCIAL DATA SCHEDULE
                                   
                                for the
                           Fiscal Year Ended
                           DECEMBER 31, 1997

<PAGE> 71
             CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to incorporate 
our report dated March 16, 1998, in this Form 10-K as of 
December 31, 1997 and into CBT Corporation's previously filed 
registration statements No. 33-28512 (1986 Stock Option Plan),
No. 33-34459 (Retirement, Savings and Profit Sharing Plan), No.
33-68334 (Dividend Reinvestment and Stock Purchase Plan), 
No. 33-57647 (1993 Incentive Stock Option Plan) and No. 33-56305
(Retirement, Savings and Profit Sharing Plan).


ALLEN & COMPANY, PSC
March 27, 1998

<PAGE> 72
                         CBT CORPORATION
          RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
                                
                      FINANCIAL STATEMENTS
                                
             YEARS ENDED DECEMBER 31, 1997 AND 1996


<PAGE> 74
                      TABLE OF CONTENTS
                                
<TABLE>
<CAPTION>                         
                                                          Page

<S>                                                         <C>
INDEPENDENT AUDITORS' REPORT                                76 

FINANCIAL STATEMENTS

 Statements of Net Assets Available for Benefits            78

 Statements of Changes in Net Assets Available for Benefits 79

 Notes to Financial Statements                              80

SUPPLEMENTAL INFORMATION

 Independent Auditors' Report on Supplemental Information   86

 Schedule of Assets Held for Investment Purposes,
    Year Ended December 31, 1997                            87

 Schedule of Reportable Transactions,
    Year Ended December 31, 1997                            88
</TABLE>


<PAGE> 75
                  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,  1997  and
1996,  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, 1997 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, 1997 and  1996
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> 76
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.



Allen & Company, PSC
Paducah, Kentucky
March 16, 1998

<PAGE> 77                                
                                
  CBT CORPORATION RETIREMENT, SAVINGS, AND PROFIT SHARING PLAN
         STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                   December 31, 1997 and 1996

<TABLE>
<CAPTION>                                
                                            1997                     1996
ASSETS                                               
<S>                                    <C>                      <C>          
Investments, at market (cost $2,931,917              
in 1997 and $2,585,555 in 1996)        $ 4,467,968              $ 3,570,628
                                                     
RECEIVABLES                                          
  Employer contributions                   313,924                  230,255
  Employee Deferral Receivable               7,299                        0
  Dividend Receivable                       18,737                        0
                                           339,960                  230,255
                                                     
CASH AND CASH EQUIVALENTS                    1,331                   22,845
                                                     
OTHER - UNALLOCATED INSURANCE CONTRACTS              
  Aetna Variable Fund                    4,648,976                3,396,916
  Aetna Fixed Fund                       1,483,922                1,773,559
                                         6,132,898                5,170,475
                                                    
                                        10,942,156                8,994,203
                                                      
                                                     
NET ASSETS AVAILABLE FOR BENEFITS      $10,942,156               $8,994,203
</TABLE>
                                                     
                                
                                
                                
                                
 The notes to financial statements are an integral part of this
                           statement.
                                

<PAGE> 78
   CBT CORPORATION RETIREMENT, SAVINGS AND PROFIT SHARING PLAN
   STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
         For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
                                
                                
                                              1997                    1996
<S>                                       <C>                     <C>
ADDITIONS                                            
  Contributions:                                     
     Employer                             $   503,069             $   398,295
     Employees                                616,715                 548,682
     Rollovers                                146,119                 118,037
     Stock dividend receivable                 18,737                       0
  Investment Income:                                 
     Net unrealized appreciation in                  
       fair value of investments            1,288,888                 866,615
     Dividends                                 72,388                  67,825
     Realized gains                            13,454                 144,714
                                                     
     Total Additions                        2,659,370               2,144,168
                                                     
DEDUCTIONS                                           
  Benefits to participants                    711,417                 897,982
                                                     
NET ADDITIONS                               1,947,953               1,246,186
                                                     
NET ASSETS AVAILABLE FOR BENEFITS                    
                                                     
  Beginning of Year                         8,994,203               7,748,017
                                                     
  End of Year                             $10,942,156              $8,994,203
</TABLE>
                                
                                
                                
                                
                                
 The notes to financial statements are an integral part of this
                           statement.
                                
<PAGE> 79
  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  March  26,  1997 the plan was amended  to  change  the
proportionate  compensation match. For purposes of this  Employer
Contribution  exclusively, only those participants who  defer  at
least  1%  of Compensation, have completed a Year of  Service  as
defined  for  Allocation  Purposes and who  have  not  terminated
employment for reasons other than Retirement, Disability or Death
shall  be  eligible to receive an allocation. The Employer  shall
set  such discretionary contribution prior to the end of the Plan
Year.


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.

Forfeited Accounts

At  December,  31,  1997,  forfeited nonvested  accounts  totaled
$37,434.  Forfeitures shall be allocated to Participants  in  the
ratio  that  each Participants' compensation for  the  plan  year
bears to the compensation of all such Participants.

<PAGE> 80

Investment Accounts

Each valuation date, the participant may elect for his account to
be invested in either of twelve investment funds or the CBT Stock
Fund  under the Plan.  At December 31, 1997, the investment funds
are  Federated Money Market, Aetna Growth & Income,  Aetna  Money
Market,  Aetna  Investment  Advisors, Alger  American  Small  Cap
Portfolio/Partners     MFS     Emerging     Equities,     Scudder
International/Partners  Scudder Int'l. Growth,  Aetna  Bond,  TCI
Growth/Portfolio Partners MFS Research Growth, Aetna  Fixed,  VIP
Equity-Income, VIP Overseas, MFS Emerging Equities, 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.
                                

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
          <C>                             <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, 1997 and 1996.

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.


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.

<PAGE> 81

The  following  table  presents the  cost  and  market  value  of
investments at December 31, 1997 and 1996:
<TABLE>
<CAPTION>
               ----------------1997---- ----------------1996----

Description        Cost          Market        Cost           Market
<S>            <C>           <C>           <C>            <C>
Common stock   $ 2,931,917   $ 4,467,968   $ 2,585,555    $ 3,570,628
</TABLE>

<TABLE>
<CAPTION>

Individual  investments that represent 5 percent or more  of  the
Plan's net assets at December 31, 1997 and 1996 were:

               ----------------1997---- ----------------1996----
                                                     
                    Cost         Market        Cost          Market
               <C>           <C>           <C>            <C>                  
CBT                                                  
Corporation:   $ 2,931,917   $ 4,467,968   
144,128
CBT                                                  
Corporation:                               $ 2,585,555    $ 3,570,628
129,841

</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> 82
                                     
                                     
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 year ended December 31, 1997:
<TABLE>
<CAPTION>

                                         Net               Benefits  
                    Balance            Investment  Fund      to     Balance
                    1/1/97   Contri     Income    Transfers Partic   12/31/97
                              butions                       ipants    
<S>              <C>        <C>       <C>      <C>        <C>        <C>      
Federated Money
Market           $  22,845  $ 356,934 $   1,357  $(378,262) $(1,544)   $   1,330
Aetna Growth &     
 Income Fund        368,161   139,442   176,106    286,780   (96,915)   873,574 
Aetna Money Market                             
 Fund               690,899    44,279    37,536   (204,908)  (21,938)   545,868
Alger American Small                                                  
 Cap/Partners MFS   248,930    76,578    24,558     73,301   (13,260)   410,107
Emerging Equities/    
 Fidelity VIP Growth436,262   134,909   115,751     41,403   (18,321)   710,004
Scudder Int'l/Partners                                                         
Scudder Int'l
 Growth             215,790    49,331    19,135    (11,711)  (11,169)   261,376
Aetna Bond Fund     198,155    24,091    16,707      2,626    (8,484)   233,092
Aetna Managed Acct. 663,310    68,931   146,128    (21,191)  (57,025)   800,153
Aetna Fixed Acct. 1,773,559   112,160    84,548   (144,065) (342,280) 1,483,922
Fidelity VIP                                               
 Equity-Income      282,532   107,610   102,028     81,168   (29,159)   544,179 
Fidelity VIP 
 Overseas Portfolio 129,268    24,632    13,555     19,366   (13,947)   172,874
Growth/Portfolio         
Partners MFS         
 Research Growth     66,785    17,291     2,283     14,620    (3,230)    97,749
CBT Stock         3,570,628         0   653,775    337,710   (94,145) 4,467,968
-------------------------------------------------------------------------------
                                                                 
TOTALS            8,667,121 1,156,188 1,393,467     96,837  (711,417)10,602,196
                                                                 
97 Contribution                                                  
 Receivable                   339,960                                   339,960
96 Contribution                                                  
 Receivable         230,255  (230,255)                                        0
96 Transfer                                                      
 Receivable          96,829                        (96,827)                   0
                                                                 
Immaterial outage                  10                 (10)                    0
-------------------------------------------------------------------------------
TOTALS           $8,994,203 $1,265,903$1,393,467   $    0 $(711,417)$10,942,156
-------------------------------------------------------------------------------
</TABLE>
        
<PAGE> 83                             
                                
<TABLE>
<CAPTION>
                                
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   year   ended
December 31, 1996:


                                        Net                  Benefits   
                  Balance            Investment    Fundts    to      Balance
                  1/1/96   Contri     Income     Transfers   Partic  12/31/96
                           butions                           ipants
<C>           <C>         <C>        <C>       <C>          <C>       <C>      
Federated Money 
 Market       $  14,342   $511,303   $ 59,708   $(560,471)  $ (2,037)  $  22,845
Aetna Growth &  
 Income Fund    270,647     59,994     62,456      15,527    (40,463)    368,161
Aetna Money   
 Market Fund    318,966     29,465     15,566     360,164    (33,259)    690,899
Alger Amer. 
 Small Cap/
 Partners MFS                                            
 Emerg. 
 Equities       115,789     74,618     11,560      63,505    (16,542)    248,930
Fidelity VIP 
 Growth Scudder 248,049     68,683     45,679     138,726    (64,875)    436,262
International/
 Partners Scudder      
 Int'l Growth   138,934     34,876     27,249      25,455    (10,724)    215,790
Aetna Bond Fnd  254,510     26,402      7,197     (79,666)   (10,291)    198,152
Aetna Managed              
 Acct.          810,486     72,524     95,903    (285,955)   (29,648)    663,310
Aetna Fixed                        
 Account      1,933,172    146,323     97,188     (61,315)  (341,809)  1,773,559
Fidelity VIP                            
 Equity-Income  309,884     69,186     51,957     (35,505)  (112,990)    282,532
Fidelity VIP 
 Overseas TCI 
 Growth Portfolio                       
 Partner        108,542     19,410     15,008      19,890    (33,582)    129,268
MFS Research 
 Growth          69,197     18,357     (2,279)      8,803    (27,293)     66,785
CBT Stock     2,859,120         0     591,962     294,015   (174,469)  3,570,628
--------------------------------------------------------------------------------
TOTALS        7,451,635  1,131,141  1,079,154     (96,827)  (897,982)  8,667,121
                                                               
Contribution                                                    
 Receivable     296,745    (66,490)                                      230,255
                                                               
Transfer                                                      
 Receivable                                        96,827                 96,827
                                                               
Other 
 Adjustment        (363)       363                          
--------------------------------------------------------------------------------
TOTAL        $7,748,017 $1,065,014  $1,079,154    $    0   $(897,982) $8,994,203
--------------------------------------------------------------------------------
</TABLE>

<PAGE> 84


                    SUPPLEMENTAL INFORMATION


<PAGE> 85


    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.



Allen & Company, PSC
Paducah, Kentucky
March 16, 1998

<PAGE> 86
  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, 1997
                                
<TABLE>
<CAPTON>                                
            (b)                 (c)            (d)        (e)
(a)     Identity of       Description of       Cost      Current
           Issue            Investment                    Value
<S>  <C>               <C>                   <C>         <C>          
     Aetna Life &      Variable Annuity                  
      Annuity          Fixed Account         $1,483,922  $1,483,922
                                                       
     Aetna Life &      Variable Annuity                             
      Annuity          Pooled Sep. Acct.     $4,648,976  $4,648,976
                                                       
     CBT Corp. of      Common Stock                                
      Kentucky                               $2,931,917  $4,467,968 
                                
</TABLE>
                                
                                
                                
                See Independent Auditors' Report.

<PAGE> 87                                

          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, 1997
<TABLE>
<CAPTION>

   (a)        (b)        (c)         (d)        (g)         (h)
                                                          Current
                                                          Value of
                                                         Assets on
Identity   Descripti                                     Transacti
of Party     on of     Purchase    Selling    Cost of     on Date
Involved     Assets     Price       Price      Asset
<S>        <S>         <S>         <S>        <S>        <S>                   
Aetna      Variable                                      
Life       Annuity
           Fixed       $104,749               $104,749    $215,811
           
                                                         
Aetna      Variable                                      
Life       Annuity
           Fixed                   $449,710   $449,710    $449,710
</TABLE>


See Independent Auditors' Report.


<PAGE> 88


                         CBT CORPORATION
                   MONEY PURCHASE PENSION PLAN
                                
                      FINANCIAL STATEMENTS
                                
             YEARS ENDED DECEMBER 31, 1997 AND 1996

<PAGE> 89
                        TABLE OF CONTENTS
                                
<TABLE>
<CAPTION>
                                
                                                            Page
<S>                                                         <C>
INDEPENDENT AUDITORS' REPORT                                  91

FINANCIAL STATEMENTS

  Statements of Net Assets Available for Benefits             93

  Statements of Changes in Net Assets Available for Benefits  97

  Notes to Financial Statements                               95

SUPPLEMENTAL INFORMATION

  Independent Auditors' Report on Supplemental Information   100

  Schedule of Assets Held for Investment Purposes,
     Year Ended December 31, 1997                            101

  Schedule of Reportable Transactions,
     Year Ended December 31, 1997                            102

</TABLE>

<PAGE> 90

                  Independent Auditors' Report
                                
                                
                                
To the Administrative Committee of
CBT Corporation Money Purchase Pension Plan


We  were  engaged  to audit the accompanying  statements  of  net
assets  available for benefits of CBT Corporation Money  Purchase
Pension  Plan as of December 31, 1997 and 1996, 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,  1997  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 E, 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 from Aetna Life Insurance and Annuity Company as of
and  for  the  years ended December 31, 1997 and  1996  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> 91
Administrative Committee of
CBT Corporation Money Purchase Pension 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 Disclosure  under  the  Employee
Retirement Income Security Act of 1974.



Allen & Company, PSC
Paducah, Kentucky
March 16, 1998

<PAGE> 92

           CBT CORPORATION MONEY PURCHASE PENSION PLAN
         STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                   December 31, 1997 and 1996
<TABLE>
<CAPTION>                                
                                            1997        1996
<S>                                       <C>         <C>
ASSETS                                               
                                                     
RECEIVABLES                                          
  Accrued interest and dividends          $       0    $  3,650
  Accrued contributions                     322,041     274,257
                                            322,041     277,907
                                                     
OTHER - UNALLOCATED INSURANCE CONTRACTS              
  Aetna Variable Fund                     1,161,860     771,285
  Aetna Fixed Fund                          342,378     348,617
                                          1,504,238   1,119,902
                                                     
NET ASSETS AVAILABLE FOR BENEFITS        $1,826,279  $1,397,809
</TABLE>
                                                     
                                
                                
                                
                                
                                
 The notes to financial statements are an integral part of this statement.
                                
<PAGE> 93

           CBT CORPORATION MONEY PURCHASE PENSION PLAN
   STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
             Years Ended December 31, 1997 and 1996
                                
<TABLE>
<CAPTION>
                                

                                            1997         1996
<S>                                       <C>          <C>
ADDITIONS                                            
  Investment income:                                 
     Investment earnings                  $  186,555   $   113,329
  Employer contributions                     322,041       274,257
                                                     
  Total Additions                            508,596       387,586
                                                     
DEDUCTIONS                                           
  Benefits to participants                    80,126       118,149
                                                     
  Total Deductions                            80,126       118,149
                                                     
NET ADDITIONS                                428,470       269,437
                                                     
NET ASSETS AVAILABLE FOR BENEFITS                    
  Beginning of Period                    $ 1,397,809    $1,128,372
                                                     
  End of Period                          $ 1,826,279    $1,397,809
</TABLE>




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

<PAGE> 94

           CBT CORPORATION MONEY PURCHASE PENSION 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.

Effective January 1, 1988, CBT Corporation (the Company)  adopted
the  CBT  Corporation Money Purchase Pension Plan (the Plan)  for
eligible   employees  of  CBT  Corporation  and  its   subsidiary
companies.

The  following  brief  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 covering those  persons
employed  on  the  date  the  Plan was  adopted,  and  subsequent
employees  who complete six months of service.  It is subject  to
the provisions of the Employee Retirement Income Security Act  of
1974 (ERISA).

Contributions

The Company contributes 3 percent of base salary to the Plan plus
an  amount  equal to 3 percent of compensation in excess  of  the
Social Security maximum taxable wage base in effect for the  year
for each eligible participant.  A participant must be employed on
the  last  day  of  the  Plan year (December  31)  to  receive  a
contribution allocation.  The Company has met the minimum funding
requirements of ERISA for the years ended December 31,  1997  and
1996.

Investment Accounts

The  Plan,  effective January 1, 1995, was modified  to  a  daily
valuation  system.  The participant may elect for his account  to
be  invested in either of eleven investment funds daily under the
Plan.   At  December  31, 1997, the investment  funds  are  Aetna
Growth & Income, Aetna Money Market Fund, Aetna Bond Fund,  Aetna
Investment   Advisors   Funds,   Aetna   Fixed   Fund,    Scudder
International/Partners   Scudder   International   Growth,    TCI
Growth/Portfolio  Partners MFS Research  Growth,  Alger  American
Small Cap Portfolio/Partners MFS Emerging Equities, Fidelity  VIP
Overseas  Portfolio,  Fidelity VIP Equity Income  Portfolio,  and
Fidelity VIP Growth Portfolio.


Vesting

The participant is vested in the Company's contributions based on
years  of  service  in  accordance with the  following  schedule.
Vesting  for  participating employees of  acquired  companies  is
based  on the total years of service with their previous employer
plus their service with CBT Corporation.
[CAPTION]
<TABLE>
          <S>                                 <C>
          Years of Service                    Percentage

          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>

<PAGE> 95
Participant Accounts

Each participant's account is credited with 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  or  an annuity payment.  If the participant is  married,
the annuity will be paid in the form of a qualified joint and  50
percent  survivor  annuity unless the  spouse  signed  a  written
waiver.

Administration Expenses

All  administrative expenses related to the Plan were paid by the
Company during the years ended December 31, 1997 and 1996.

Forfeited Accounts

At December 31, 1997, forfeited nonvested accounts totaled
$22,079. Forfeitures shall be allocated to Participants in the
ratio that each Participants' compensation for the plan year
bears to the compensation of all such Participants.


NOTE B - ACCOUNTING POLICIES

Investments  are  stated  at  their  quoted  market   price,   if
available.   Investments  that have no quoted  market  price  are
stated at their estimated fair value.


NOTE C - DETERMINATION LETTER

The  Plan  obtained its latest determination letter  on  May  30,
1996, 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.  The  Plan  has  been
amended  since receiving the determination letter.  However,  the
Plan  Administrator and the Plan's tax counsel believe  that  the
Plan  is  currently designed and operated in compliance with  the
applicable requirements of the Internal Revenue Code.  Therefore,
they  believe  that the Plan was qualified and the related  trust
was tax-exempt as of December 31, 1997 and 1996.


NOTE D - 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> 96

                                     
NOTE E - INVESTMENTS

The following is a summary of the net assets and changes in net assets for
each investment fund as of and for the year ended December 31, 1997:
<TABLE>
<CAPTION>

                 Balance,              Net                        Balance,
                 January  Employer  Investment   Fund   Benefits  December
                 1, 1997  Contribu-   Income  Transfers    to      31,1997
                            tions                       Particip-    
                                                          ants
<S>             <C>      <C>       <C>       <C>       <C>           <C>     
Aetna Growth &                                                    
 Income Fund    $106,813 $  31,140 $  40,582 $  43,093 $  (11,549)    $210,079
Aetna Money
 Market Fund     102,445    18,823     6,326      1,841    (4,852)     124,583
Alger American                                                    
 Small Cap Partners                                                             
 MFS Emerging
 Equities         71,873    30,528      9,755    10,750    (3,032)     119,874
Fidelity VIP 
 Growth          175,377    41,014     44,563    (11,362)  (5,639)     243,953
Scudder                                                           
 Int'l/Partners                                                    
 Scudder Int'l
 Growth           42,549     13,794      4,925      4,416   (1,283)     64,401
Aetna Bond Fund   27,879      6,576      2,446     (7,628)  (1,413)     27,860
Aetna 
 Managed Fund    123,643     31,201     32,011       (475)  (7,622)    178,758
Aetna
 Fixed Account   348,617     62,506     20,847    (51,278) (38,313)    342,379
Fidelity VIP
 Equity-Income    73,284     22,679     24,491      6,480   (3,885)    123,049
Fidelity VIP  
 Overseas         35,645     10,129      4,792        572   (2,180)     48,958
TCI
 Growth/Portfolio                                                  
 Partners MFS
 Research Growth  11,777      5,867       (533)     3,591      (358)     20,344
-------------------------------------------------------------------------------
  TOTALS      $1,119,902   $274,257   $190,205    $     0  $(80,126) $1,504,238
                                                                  
Daily Valuation 
Adjustment         3,650               (3,650)                                0
Contribution 
 Receivable 96   274,257                                            
Contribution               (274,257)                                          0
Contribution    
Receuvable 97               322,041                                      322,041
--------------------------------------------------------------------------------
Net Assets                                                        
Available for
 Benefits     $1,397,809   $322,041   $186,555    $      0  $(80,126) $1,826,279
--------------------------------------------------------------------------------
</TABLE>


           CBT CORPORATION MONEY PURCHASE PENSION PLAN
                  NOTES TO FINANCIAL STATEMENTS
                                
                                
NOTE E - INVESTMENTS

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:
<TABLE>
<CAPTION>

                 Balance               Net              Benefits  Balance,
                 January   Employer Investme    Fund       to     December
                    1,     Contribu    nt     Transfers  Particip    31,
                   1996     tions    Income               ants      1996
<S>              <C>        <C>      <C>       <C>       <C>        <C>       
Aetna Growth &                                                    
 Income Fund     $ 75,029   $ 30,040  $ 22,381 $ (6,462) $ (14,175) $  106,813
Aetna Money
 Market Fund       85,508     12,951     4,269   10,075    (10,358)    102,445
Alger American                                                    
 Small                                                             
  Cap/Partners MSF 
  Emerging
 Equities          38,652     23,722     4,597    8,239     (3,337)     71,873
Fidelity VIP
 Growth           114,166     30,975    21,427   12,212     (3,403)    175,377
Scudder                                                           
 International/                                                    
  Partners 
 Int'l Growth      38,536     12,118     6,034   (8,306)    (5,833)     42,549
Aetna Bond Fund    41,239      8,107       670  (19,170)     (2,967)    27,879
Aetna Managed
 Fund             108,396     30,737    17,997  (19,894)    (13,593)   123,643
Aetna Fixed Acct. 303,581     66,154    19,258   11,701     (52,077)   348,617
Fidelity VIP
 Equity-Income     52,980     18,119     8,961   (1,523)     (5,253)    73,284
Fidelity VIP
 Overseas          16,583      9,780     4,252   10,443      (5,413)    35,645
TCI                                                               
 Growth/Portfolio                                                  
  Partners MFS  
 Research Growth    7,103      3,935      (206)   2,685      (1,740)    11,777
  TOTALS         $881,773   $246,638  $109,640  $     0   $(118,149)$1,119,902

                                                                 
Daily Valuation                                                          3,650
Adjustment

Contribution                                                           274,257
Receivable
Net Assets                                                        
Available for                                                       $1,397,809
  Benefits
</TABLE>
                                                                  
<PAGE> 98

                    SUPPLEMENTAL INFORMATION

<PAGE> 99

    Independent Auditors' Report on Supplemental Information
                                
                                
To the Administrative Committee of
  CBT Corporation Money Purchase Pension 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.



Allen & Company, PSC
Paducah, Kentucky
March 16, 1998
 
<PAGE> 100

                   CBT CORPORATION MONEY PURCHASE PENSION PLAN
                             SCHEDULE G - ITEM 27a -
                 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                          CURRENT VALUE OF PLAN ASSETS
                      For the Year Ended December 31, 1997
                                        
<TABLE>
<CAPTION>
                                        
                                        
   (a)             (b)                 (c)                 (d)             (e)
            Identity of Issue    Description of           Cost   Current Value
                                   Investment
<S>         <C>                <C>                     <C>          <C>        
            Aetna Life &       Variable Annuity        
             Annuity            Fixed Acct.            $  342,378   $  342,378  
                                                                       
            Aetna Life &       Variable Annuity                        
             Annuity            Pooled                 
                                 Separate Account      $1,161,861   $1,161,861 
                                                                       
</TABLE>
                                        
                                        
                                        
                        See Independent Auditors' Report
                                        
<PAGE> 101

                   CBT CORPORATION MONEY PURCHASE PENSION 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, 1997
<TABLE>
<CAPTION>
                                        
   (a)        (b)        (c)         (d)        (g)         (h)        (i)
                                                          Current        
                                                           Value       Net
Identity   Descripti   Purchase                          of Assets     Gain
of Party     on of      Price      Selling    Cost of        on       (Loss)
Involved     Assets                 Price      Asset     Transacti
                                                             on
                                                            Date
<S>        <C>         <C>        <C>        <C>         <C>                  
Aetna      Variable                                                 
 Life       Annuity/
            Fixed      $ 274,487             $ 274,487   $ 274,487
                                                                    
Aetna      Variable                                                 
 Life       Annuity/
            Fixed                 $ 89,817   $  89,817   $  89,817
           ixed
</TABLE>
                                                                    
                                        
                        See Independent Auditors' Report.
<PAGE> 102