PEOPLES FIRST CORP, 10-C, 1994-10-13

PEOPLES FIRST CORP
10-C, 1994-10-13
STATE COMMERCIAL BANKS

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

                              FORM 10-C

Filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and Rule 13a-17 or 15d-17 thereunder.


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

100 South Fourth Street
P. O. Box 2200
Paducah, Kentucky                                      42002-2200
(Address of principal executive offices)               (Zip Code)

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

I.  Change in the Number of Shares Outstanding

Indicate any change (increase or decrease) of 5% or more in the
number of shares outstanding:

   1.  Title of security - Common Stock
   2.  Number of shares outstanding before the change -7,125,065
   3.  Number of shares outstanding after the change - 8,203,065
   4.  Effective date of change - October 7, 1994 (11:59 p.m.)
   5.  Method of change - Merger

Brief Description of Transaction - Merger of Libsab Bancorp,
Inc., with PFC Acquisition Corporation II, a wholly owned
subsidiary of the Issuer.  Each share of Libsab common stock
outstanding converted into 12.632 shares of Common Stock.

II.  Change in the Name of Issuer

   1.  Name prior to change - "N/A"
   2.  Name after change - "N/A"
   3.  Effective date of charter amendment changing name - "N/A"
   4.  Date of shareholder approval of change, if required-"N/A"

Dated: October 12, 1994                  /s/ Allan B. Kleet
                                         Allan B. Kleet
                                         Chief Financial Officer