PEOPLES FIRST CORP
10-C, 1994-03-17
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 
Paducah, Kentucky                                                    42002-2200 
(Address of principal exective 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, no par value 
     2.  Number of shares outstanding before the change - 6,173,752 
     3.  Number of shares outstanding after the change - 7,103,546 
     4.  Effective date of change - March 10, 1994 
     5.  Method of change - acquisition 

Brief Description of Transaction - Common stock issued in a merger for the stock
of a wholly-owned subsidiary 

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" 


Date - March 16, 1994                                  /s/ Allan B. Kleet 
                                                       Allan B. Kleet 
                                                       Chief Financial Officer 

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