CBT CORP /KY/
10-Q, 1998-05-15
STATE COMMERCIAL BANKS
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                                 FORM 10-Q
                                     
                               United States
                    Securities and Exchange Commission
                          WASHINGTON, D.C. 20549
                                     
                                     
                                     
                                     
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
 For the quarter ended March 31, 1998           Commission file number 0-16878
                                     
                                     
                                     
                                     
                              CBT CORPORATION
          (Exact name of registrant as specified in its charter)
                                     
                                     
          Kentucky                                     61-1030727
                                     
         (State of incorporation)      (I.R.S. Employer Identification No.)
                                     
                                     
         333 Broadway           Paducah, Kentucky            42001
         (Address of principal executive offices)            (Zip Code)
                                     
   Registrant's telephone number, including area code     (502) 575-5100


Indicate  by  check mark whether the registrant (a) 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 __X__  No _____



      Indicate  the  number of shares outstanding of each of  the  issuer's
classes of common stock, as of the latest practicable date.

     Class                              Outstanding at March 31, 1998

     Common Stock, No Par Value                   7,863,792
                                     

                      This filing contains 24 pages.
                                     
<PAGE> 2                                     
                              INDEX
                                
                                
                 PART I.  FINANCIAL INFORMATION
                                

                                                                    Page No.

     Item 1.   Financial Statements

               Consolidated Balance Sheets at March 31, 1998,
               December 31, 1997 and March 31, 1997                      3

               Consolidated Statements of Income for Three
               Months Ended March 31, 1998 and March 31, 1997            4

               Consolidated Statements of Changes in Shareholders'
               Equity for Three Months Ended March 31, 1998 and
               March 31, 1997                                            5

               Consolidated Statements of Cash Flows for Three
               Months Ended March 31, 1998 and March 31, 1997            6

               Notes to Consolidated Financial Statements           7 - 10

     Item 2.   Management's Discussion and Analysis of
               Consolidated Financial Condition and Results
               of Operations                                       11 - 19


                   PART II.  OTHER INFORMATION

     Item 1. through Item  6.                                      19 - 20

     SIGNATURE PAGE                                                     21

     EXHIBIT INDEX                                                      22

     FINANCIAL DATA SCHEDULE                                       23 - 24

SPECIAL NOTE

This  Quarterly Report on Form 10-Q 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,
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> 3
<TABLE>
<CAPTION>

CBT CORPORATION AND SUBSIDIARIES                                               
CONSOLIDATED BALANCE SHEETS                  (unaudited) (audited) (unaudited)
($ in thousands)                             March 31  December 31  March 31
                                               1998      1997         1997
                                            -------------------------------- 
<S>                                         <C>        <C>        <C>
ASSETS                                                                    
  Cash and due from banks                   $   38,227 $   52,870 $   35,111
  Federal funds sold                            20,230         -         -
- ----------------------------------------------------------------------------
      Total cash and cash equivalents           58,457     52,870     35,111
  Securities to be held to maturity             59,157     60,146     55,205
  Securities available for sale (at fair      
      market value)                            173,668    203,923    169,457
  Loans, net of unearned interest              711,779    731,194    682,333
  Allowance for loan losses                     (9,771)    (9,243)    (8,707)
- ----------------------------------------------------------------------------
      Loans, net                               702,008    721,951    673,626
  Premises and equipment, net                   17,766     18,179     17,828
  Accrued interest receivable                    6,788      7,902      6,409
  Intangible Assets                              5,677      5,802      6,155
  Other                                          7,477      7,702      1,267
- ----------------------------------------------------------------------------
      TOTAL ASSETS                          $1,030,998 $1,078,475 $  965,058
============================================================================
LIABILITIES                                                               
  Deposits:                                                               
    Non-interest bearing                    $   78,204 $   79,540 $   73,690
    Interest bearing                           636,482    666,980    629,363
- ----------------------------------------------------------------------------
      Total deposits                           714,686    746,520    703,053
  Borrowings:                                                             
    Federal funds purchased                         80     14,140      1,930
    Securities sold under agreements to
     repurchase                                 63,753     63,844     42,291
    Notes payable - US Treasury                  2,034      2,000      2,009
    Revolving lines of credit                    7,500      7,023      6,500
    Federal Home Loan Bank advances             99,365     99,490     75,803
    Term Debt                                   10,023     10,000     10,046
- ----------------------------------------------------------------------------
       Total borrowings                        182,755    196,497    138,579
  Accrued interest payable                       5,059      4,923      5,344
  Other                                          6,467     10,455      6,816
- ----------------------------------------------------------------------------
      TOTAL LIABILITIES                        908,967    958,395    853,792 
STOCKHOLDERS' EQUITY                                                      
   Common stock, no par value, authorized 
    12,000,000 shares; issued and
    outstanding 7,863,792 shares at 
    March 31, 1998; 7,862,627 shares
    at December 31 1997; and 7,862,627
    shares at March 31, 1997                     4,100      4,100      4,100
  Capital surplus                               16,070     16,043     16,042
  Retained earnings                            100,997     98,897     92,249
  Unrealized gains (losses) on securities                                  
   available for sale, net of deferred taxes       864      1,040     (1,125)
- ----------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY               122,031    120,080    111,266
- ----------------------------------------------------------------------------
      TOTAL LIABILITIES AND 
       STOCKHOLDERS'EQUITY                  $1,030,998 $1,078,475  $ 965,058
============================================================================
</TABLE>

<PAGE> 4
<TABLE>
<CAPTION>
          
         CBT CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF INCOME
         (in thousands except per share data)
         
                                               (unaudited)        (unaudited)
                                                 March 31           March 31
                                                   1998               1997
                                               ------------------------------
<S>                                             <C>            <C>
        INTEREST INCOME                                                
          Loans, including fees:                                       
            Taxable                             $17,251         $16,334
            Tax-exempt                               19              34
          Securities:                                                  
            Taxable                               2,686           2,511
            Tax-exempt                            1,231             926
          Other                                      40              69
- -----------------------------------------------------------------------
              Total interest income              21,227          19,874
- -----------------------------------------------------------------------
        INTEREST EXPENSE                                               
          Deposits                                7,656           7,814
          Other borrowings                        2,689           1,709
- -----------------------------------------------------------------------
              Total interest expense             10,345           9,523
- -----------------------------------------------------------------------
        NET INTEREST INCOME                      10,882          10,351
          Provision for loan losses               1,169             930
- -----------------------------------------------------------------------
        NET INTEREST INCOME AFTER                                      
        PROVISION FOR LOAN LOSSES                 9,713           9,421
        NON-INTEREST INCOME                                            
          Trust fees                                303             273
          Investment advisory fees                  425             265
          Service charges on deposit accounts       832             836
          Insurance commissions                     361             364
          Gain on sale of securities                119               -
          Gain on sale of finance receivables       142             185
          Other                                     607             549
- -----------------------------------------------------------------------
              Total non-interest income           2,789           2,472
- -----------------------------------------------------------------------
        NON-INTEREST EXPENSE                                           
          Salaries and employee benefits          4,320           4,071
          Net occupancy                             373             359
          Depreciation and amortization             628             546
          Supplies                                  186             173
          Data processing                           453             442
          FDIC assessments                           36              (8)
          Franchise tax                             384             294
          Other                                   1,725           1,585
- -----------------------------------------------------------------------
              Total non-interest expense          8,105           7,462
- -----------------------------------------------------------------------
        INCOME BEFORE INCOME TAXES                4,397           4,431
          Income taxes                            1,196           1,300
- -----------------------------------------------------------------------
        NET INCOME                              $ 3,201         $ 3,131
=======================================================================
        PER COMMON SHARE                                               
           Basic earnings per common share      $  0.41         $  0.40
           Diluted earnings per common share    $  0.40         $  0.40
========================================================================
</TABLE>

<PAGE> 5
<TABLE>
<CAPTION>

CBT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
(unaudited))                                           Accumulated
                                                          other  
                     Compre- Common Capital  Retained  comprehensive  Total
                     hensive  Stock Surplus  Earnings     income   Stockholders'
                      income                                          Equity   
- -------------------------------------------------------------------------------
<S>                          <C>    <C>      <C>           <C>       <C>
BALANCE,                     $4,100 $16,160  $ 90,143      $ (187)   $110,216
 DECEMBER 31, 1996                             
Comprehensive income                                                      
 Net income for the                                                   
 three months ended
 March 31, 1997      $3,131                     3,131                   3,131
 Other comprehensive                                                   
  income, net of tax:                                                          
  Unrealized holding
   gains arising
   during the period   (938)                                 (938)       (938)
                     ------ 
Comprehensive income $2,193
                     ======
Dividends on common                
 stock                                        (1,025)                  (1,025)
Stock options 
 exercised                              103                               103
Repurchase of 
 common stock                          (220)                             (220)
- -----------------------------------------------------------------------------
BALANCE, MARCH 31, 1997      $4,100 $16,042  $ 92,249     $(1,125)   $111,266
=============================================================================
                                                                          
BALANCE, DECEMBER 31, 1997   $4,100 $16,043  $ 98,897     $ 1,040    $120,080
Comprehensive income                                                      
  Net income for the
   three months ended 
   March 31, 1998    $3,201                     3,201                   3,201
  Other comprehensive 
   income, net of tax:
   Unrealized holding 
    gains arising
    during the period  (176)                                  (176)      (176)
                     ------
Comprehensive income $3,025                                                     
                     ======
Dividends on common  
 stock                                         (1,101)                 (1,101)
Stock options 
 exercised                                27                               27
- -----------------------------------------------------------------------------
BALANCE, MARCH 31, 1997       $4,100 $16,070 $100,997       $  864   $122,031
=============================================================================
</TABLE>

<PAGE> 6
<TABLE>
<CAPTION> 

CBT CORPORATION AND SUBSIDIARIES                              
CONSOLIDATED STATEMENTS OF CASH FLOWS                  
(unaudited)                                        Three Months
($ in thousands)                                       ended
                                                     March 31
                                                  1998     1997
                                                  ----------------
<S>                                               <C>      <C>
OPERATING ACTIVITIES:                                         
 Net income                                       $ 3,201  $ 3,131
  Adjustments to reconcile net income to net                 
   cash provided by operating activities:                       
    Provision for loan losses                       1,169      464
    Depreciation                                      504      502
    Amortization                                      125       44
    Amortization and accretion of securities          238       87
    Net gain on sale of securities            (119)       -
    Net loss on sale of premises and                    
       equipment                                        1        1
    Net gain on sale of finance receivables          (142)    (185)
    Changes in assets and liabilities:                    
     Accrued interest receivable                    1,114      436
     Other assets                                     320      257
     Accrued interest payable                         136      629
     Other liabilities                             (3,988)      (8)
- ------------------------------------------------------------------
  Net cash provided by operating activities         2,559    5,358
- ------------------------------------------------------------------
INVESTING ACTIVITIES:                                         
 Proceeds from maturities and sales  of               
  securities to be held to maturity                   980    1,025
 Proceeds from maturities and sales of             20,738       35
  securities available for sale
 Principal collected on mortgage-backed                      
  securities, including those classified 
  as available for sale                            10,060    2,330
 Payment for purchases of securities                 (924) (24,087)
 Net increase in loans                             18,166    4,031
 Proceeds from sales of premises and equipment         13        2
 Proceeds from sales of finance receivables           750    1,039
 Payment for purchase of premises and                
  equipment                                          (105)    (135) 
- ------------------------------------------------------------------
  Net cash used in investing activities            49,678  (15,760)
- ------------------------------------------------------------------
                                                                     
FINANCING ACTIVITIES:                                         
 Net decrease in deposits                         (31,834)  (7,078)
 Net increase in short term borrowings            (14,117)   3,228
 Net increase (decrease) in FHLB advances            (125)   6,685
 Cash advanced on revolving lines of credit           500        -
 Cash dividends paid                               (1,101)  (1,025)
 Stock options exercised                               27        -
 Purchase of common stock                               -     (118)
- -------------------------------------------------------------------
 Net cash used in financing activities            (46,650)   1,692
- -------------------------------------------------------------------
                                                                      
NET DECREASE IN CASH AND CASH EQUIVALENTS           5,587   (8,710)
- -------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     52,870   43,821
- -------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD           58,457  $35,111
- -------------------------------------------------------------------
                                                                     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:                                
 Interest                                         $10,345  $ 8,894
- -------------------------------------------------------------------
 Income taxes                                       1,296        -
- -------------------------------------------------------------------
Exercise of stock options through exchange of            
 common stock                                           -      103  
===================================================================
</TABLE>

<PAGE> 7

                CBT CORPORATION AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
                         March 31, 1998

NOTE  1:   BASIS  OF  PRESENTATION  AND  SUMMARY  OF  SIGNIFICANT
ACCOUNTING POLICIES


Basis of Presentation

The accompanying unaudited consolidated financial statements have
been  prepared  in accordance with generally accepted  accounting
principles  for  interim  financial  information  and  with   the
instructions  to  Form  10-Q and Rule  10-1  of  Regulation  S-X.
Accordingly,  they  do  not include all of  the  information  and
footnotes  required  by generally accepted accounting  principles
for complete financial statements.  In the opinion of management,
all   adjustments  (consisting  of  normal  recurring   accruals)
considered necessary for a fair presentation have been  included.
The  financial statements include the accounts of CBT Corporation
(the  Parent Company) and its wholly-owned subsidiaries: Citizens
Bank and Trust Company  of Paducah (Citizens), Pennyrile Citizens
Bank  and  Trust  Company (PCB), Bank of Marshall County  (BOMC),
Graves County Bank, Inc. (GCB), and United Commonwealth Bank, FSB
(UCB).     Collectively,    these   entities    constitute    the
"Corporation",  which  provides financial services  primarily  in
western  Kentucky and surrounding communities.   Fidelity  Credit
Corporation  (FCC),  a finance company that  operates  throughout
Kentucky,   is  a  wholly-owned  subsidiary  of  Citizens.    All
significant  intercompany  accounts and  transactions  have  been
eliminated in consolidation.

Operating  results  for the three month period  ended  March  31,
1998,  are not necessarily indicative of the results that may  be
expected  for  the  year ending December 31,  1998.   For  further
information,  refer to the consolidated financial statements  and
footnotes thereto included in the Corporation's annual report  on
Form 10-K for the year ended December 31, 1997.

Cash and Cash Equivalents

For  purpose  of reporting cash flows, cash and cash  equivalents
include  cash  and due from banks, Federal funds sold  and  money
market investments.

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 uses the best information available  to  make
determinations  with  respect  to  the  Corporation's  allowance,
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.

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

<PAGE> 8
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

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.

Securities to be Held to Maturity and 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.

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.

Income Taxes

The  provision for income taxes in the interim periods  has  been
calculated  using  the anticipated effective  tax  rate  for  the
respective calendar year, taking into consideration certain  tax-
exempt loan and investment income.

Per Common Share Data

During  1997, 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.

Reclassifications

Certain  reclassifications have been made in the  1997  financial
statements  to conform to the presentation of the 1998  financial
statements.

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.

<PAGE> 9
<TABLE>
<CAPTION)
NOTE 2:  SECURITIES HELD TO MATURITY
                                                              
($ in thousands)                     March 31, 1998
                          -------------------------------------
                          Amortized Estimated  Gross Unrealized
                            Cost    Fair Value  Gain       Loss
                          -------------------------------------
<C>                        <C>      <C>        <C>      <C>                   
US Government agency       $    653 $    661   $    8   $     0           
State and political   
 subdivisions                58,504   61,573    3,075         6
- ---------------------------------------------------------------
  Total securities          $59,157  $62,234  $ 3,083   $     6
===============================================================               


($ in thousands)                   December 31, 1997
                          -------------------------------------
                          Amortized Estimated  Gross Unrealized
                          Cost      Fair Value  Gain       Loss
                          -------------------------------------
                                                              
US  Government Agency      
 obligations              $    653        662       9        -
State and political         
 subdivisions               59,493     62,561   3,075        7 
- --------------------------------------------------------------
  Total securities        $ 60,146  $  63,223  $3,084   $    7
==============================================================
</TABLE>

Certain  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 amortized cost and estimated fair value
of  approximately  $16,409,000 and $17,240,000, respectively,  at
March 31, 1998.

<TABLE>
<CAPTION>
NOTE 3:  SECURITIES AVAILABLE FOR SALE

($ in thousands)                     March 31, 1998
                          -------------------------------------
                          Amortized Estimated  Gross Unrealized
                            Cost    Fair Value  Gain       Loss
                          -------------------------------------
<S>                        <C>       <C>      <C>       <C>       
US Treasury securities     $  2,117  $  2,129 $    13   $    1
US Government agency             
 obligations                 42,167    42,237      91       21 
State and political          
 subdivisions                29,056    29,473     468       51
Mortgage-backed             
 securities                  88,053    88,883     955      125 
Derivative Securities           200       200       0        0
Federal Home Loan Bank       10,646    10,646       0        0
 Stock
Other                           100       100       0        0
- --------------------------------------------------------------
  Total Securities         $172,339  $173,668 $ 1,527   $  198
==============================================================

($ in thousands)                   December 31, 1997
                          ------------------------------------
                          Amortized Estimated  Gross Unrealized
                            Cost    Fair Value  Gain       Loss  
                          -------------------------------------

US Treasury securities     $  4,615   $ 4,624 $    11   $    2
US 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       10,460    10,460       -        -
Other                           100       100       -        -
- --------------------------------------------------------------
  Total Securities         $202,323  $203,923 $ 1,806  $   206
==============================================================
</TABLE>

<PAGE> 10

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 amortized cost and estimated fair value
of  approximately $109,996,000 and $110,624,000 respectively,  at
March  31,  1998.   Federal  Home  Loan  Bank  stock,  which   is
classified as available for sale, is carried at cost.

<TABLE>
<CAPTION>
NOTE 4:  LOANS
                                                                
($ in thousands)                 March 31   December 31 March 31
                                   1998        1997      1997
                                 -------------------------------
<S>                               <C>        <C>        <C>                
Commercial, industrial, and       
 agricultural loans               $235,529   $243,801   $221,890
Residential real estate and       
 mobile home loans                 289,951    294,270    280,054
Installment loans                  195,302    202,609    189,106
- ----------------------------------------------------------------
  Total loans                      720,782    740,680    691,050
Less:  Unearned interest             9,003      9,486      8,717
- ----------------------------------------------------------------
  Total loans, net of unearned    
   interest                       $711,779   $731,194   $682,333
================================================================
</TABLE>

<TABLE>
<CAPTION>

NOTE 5:  PREMISES AND EQUIPMENT

($ in thousands)               March 31   December 31  March 31
                                 1998        1997        1997
                               ---------------------------------
<S>                             <C>          <C>        <C>            
Land                            $  2,401     $  2,401   $  1,971
Buildings and improvements        19,328       19,285     18,588
Furniture and equipment           14,201       14,167     13,652
Construction in progress               5           24         11
- ----------------------------------------------------------------
   Total premises and epquipment  35,935       35,877     34,222
Accumulated depreciation and   
 amortization                    (18,169)     (17,698)   (16,394)
- ----------------------------------------------------------------
   Net premises and equipment   $ 17,766     $ 18,179   $ 17,828
================================================================
</TABLE>

<TABLE>
<CAPTION>
NOTE 6:  INTEREST-BEARING DEPOSITS

                                                                
($ in thousands)                March 31 December 31   March 31
                                  1998       1997        1997
                                -------------------------------
<S>                             <C>      <C>           <C>             
NOW accounts                    $ 98,925 $109,699      $ 93,671
Money Manager accounts            72,770   67,590        54,098
Individual Retirement accounts    51,982   53,421        49,036
Savings accounts                  46,930   46,352        53,132
Certificates of deposit          
 under $100,000                  286,062  304,853       289,690
Certificates of deposit           74,166   76,844        78,154
 $100,000 and above
Brokered certificates              5,647    8,221        11,582
- ---------------------------------------------------------------
  Total interest-bearing        
   deposits                     $636,482 $666,980      $629,363
===============================================================
</TABLE>

<PAGE> 11
PART I  - FINANCIAL INFORMATION

ITEM  2.  Management's  Discussion and Analysis  of  Consolidated
Financial Condition and Results of Operations

CBT   Corporation   ("CBT")  is  a  multi-bank  holding   company
consisting 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 26 locations  throughout
the  Commonwealth.   The  following discussion  and  analysis  is
presented   on   a  consolidated  basis,  with  all   significant
intercompany accounts and transactions eliminated.

For  the  three  month period ended March 30,  1998,  CBT  earned
$3,201,0000  compared  to  $3,131,000  earned  during  the  first
quarter of 1997.  Basic earnings per share was $0.41 for 1998 and
$0.40  per share for 1997.  Fully diluted earnings per share  was
$0.40 for 1998 and $0.40 for 1997.

Return on average equity was 10.76 percent and 11.38 percent  for
the  first  quarter  of 1998 and 1997, respectively.   Return  on
average  assets for the three month period ended March  31,  1998
was  1.25  percent, compared with 1.33 percent for the same  1997
period.


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  the first quarter of 1998, tax equivalent net interest income
provided  80.4 percent of CBT's net revenue, compared  with  81.2
percent in the first quarter of 1997.  The change was a result of
higher  fee  income  in  1998  compared  to  1997.    Total  tax-
equivalent  net  interest income for the first  quarter  of  1998
increased 7.47 percent from the first quarter a year ago.  Growth
in  tax-equivalent net interest income for the first  quarter  of
1998 over 1997 was due to growth in average earning assets of 8.4
percent  partially  offset  by a 5 basis  point  decline  in  net
interest margin.

Net  interest  margin, the ratio of tax-equivalent  net  interest
income  divided by average earning assets, was 4.76  percent  and
4.81  percent for the three months ended March 31, 1998 and March
31,  1997,  respectively.  The decline was caused by  lower  loan
yields  primarily as a result of non-accrual loans and  increased
competitions.   A  mitigating factor was higher security  yields.
Also  affecting the net interest margin was the increase in  1997
of  the  security 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
declined.   The following schedule presents yields and  costs  on
key  components of interest income and interest expense  for  the
first three months of 1998 and 1997.

<PAGE> 12
<TABLE>
<CAPTION>
                                         Three Months    
                                              Ended
                                            March 31      
                                          1998     1997
                                         ---------------
<S>                                       <C>      <C>               
 Yield on securities                      7.31%    7.13%
 Yield on loans (including fees)          9.67%    9.74%
 Yield on federal funds sold and other                  
   money market investments               5.66%    5.25%
     Yield on earning assets              9.06%    9.09%
                                                        
 Rate on interest-bearing deposits        4.82%    5.00%
 Rate on borrowings                       5.77%    5.56%
     Rate on interest bearing             5.04%    5.09%
 liabilities
                                                        
 Net interest spread                      4.02%    4.00%
                                                        
 Net interest margin                      4.76%    4.81%
========================================================
</TABLE>


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 $1,169,000 for the
first  quarter of 1998, a 25.7 percent increase from the $930,000
provision  recorded  in the first quarter  of  1997.   The  first
quarter  1998  provision  for loan losses  was  0.65  percent  of
average  loans on an annualized basis, compared with 0.55 percent
in the prior year

Net  loan  losses  were $622,000 for  the first quarter  of  1998
compared  to  $438,000 for the first quarter of  1997.  Net  loan
losses as a percent of average loans on an annualized basis  were
0.35  percent for the three months ended March 30, 1998, compared
to  0.26 percent for the three months ended March 31, 1997.

The following is a progression of the allowance for loan losses:

<TABLE>
<CAPTION>
                                       Three Months Ended  
 ($ in thousands)                            March 31      
                                          1998      1997
                                       ------------------
<S>                                       <C>      <C>
 Balance, beginning of period             $ 9,243  $ 8,243
 Adjustment for sale of finance               (19)     (28)
  receivables
 Provision for loan losses                  1,169      930
 Charge-offs                                 (742)    (571)
 Recoveries                                   120      133
- ----------------------------------------------------------
     Net charge-offs                         (622)    (438)
- ----------------------------------------------------------
     Balance, end of period               $ 9,771  $ 8,707
==========================================================

</TABLE>

Non-Interest Income

Non-interest  income  represented  19.6  percent  of  CBT's  tax-
equivalent  revenue in the first quarter of 1998,  compared  with
18.8  percent  in  the same quarter of 1997.   Consolidated  non-
interest  income increased 12.8 percent or $317,000 in the  first
quarter of 1998 to $2,789,000 compared to $2,472,000 in the  same
period  of  1997.  Trust fees increased 11.0 percent  during  the
first  quarter of 1998.  Investment advisory fees increased 60.4%
in  part because of  the strength of the stock market during  the
first quarter of 1998 over 1997.   Improvement was also noted  in
car   club  revenue  by  FCC  (25.8  percent).   Official   check
commissions decreased 56.3 percent over the first quarter of 1997
as  a  result  of  a dispute with the service provider  over  fee
computations.  Other non-interest income increased  43.5  percent
from the first quarter of 1997 primarily as a result of increases
in   secondary  market  fees  (17.7  percent)  and   $50,000   in
nonrecurring check printing fees (144.5 percent).

<PAGE> 13
<TABLE>
<CAPTION>
The following table shows a breakdown of non-interest income:
                                        --------------
                                         Three Months    
                                             Ended
 ($ in thousands)                          March 31      
                                         1998     1997
                                        ---------------
<S>                                     <C>      <C>                  
 Trust fees                             $   303  $   273
 Investment advisory fees                   425      265
 Service charges on deposit accounts        832      836
 Credit life insurance commissions          361      364
 Car club revenue                           151      120
 Official check commissions                  70      160
 Net gain on sale of securities             119        -
 Net gain on sale of finance                142      185
 receivables
 Other                                      386      269
- --------------------------------------------------------
   Total non-interest income             $2,789   $2,472
========================================================
</TABLE>

Non-Interest Expenses

Total  non-interest expense increased $643,000, or  8.6  percent,
for  the  first quarter of 1998 compared to the first quarter  of
1997.   Salaries  and benefits increased $249,000  (6.1  percent)
primarily  as  a result of annual merit increases and  additional
accruals  for  sales incentives and other bonuses.   Depreciation
and  amortization  grew $82,000 (15.1 percent)  because  of   the
acquisition of the Fifth  Third branch by GCB in May and  of  the
Republic  branch by UCB in August and the resultant  amortization
of   premiums  associated  with  the  acquired  deposits.    Data
processing  costs  increased $11,000 or  2.5  percent  reflecting
higher  fees charged by our service provider implemented  in  the
third quarter of 1997.  Increases in franchise taxes reflect  the
settlement   of  a  1995  tax  dispute  along  with  an   accrual
adjustment.   Fluctuations  in  advertising,  telephone,  special
services, and community development reflect timing differences of
expense payments and accruals compared with 1997.  Other expenses
increased  $141,000 primarily from increases in collection  costs
($41,000),  brokerage  expenses  ($22,000),  and  net  change  in
miscellaneous  charge-offs  and  recoveries  ($93,000)  primarily
caused by recoveries in 1997.

<TABLE>
<CAPTION>
The following table shows a breakdown of non-interest expense:
                                        -------------- 
                                        Three Months    
                                             Ended
 ($ in thousands)                          March 31      
                                         1998     1997
                                        --------------
<S>                                      <C>      <C>                
 Salaries and employee benefits          $4,320   $4,071
 Net occupancy                              373      359
 Depreciation and amortization              628      546
 Supplies                                   186      173
 Data processing                            453      442
 FDIC assessments                            36       (8)
 Franchise tax                              384      294
 Advertising                                169      209
 Phone                                      151      134
 Postage                                    169      147
 Audit and exam fees                         67      115
 Special services                            94       89
 Travel and entertainment                    52       49
 Community Development                      122       82
 Other                                      901      760
- --------------------------------------------------------
      Total Non-interest expense         $8,105   $7,462
========================================================
</TABLE>

<PAGE> 14
The efficiency ratio, defined as non-interest expense divided  by
tax-equivalent revenue, is a measure of how effective a financial
services  company  is  in  leveraging its  resources  to  produce
revenue.   A  lower  ratio indicates better  performance.   CBT's
efficiency ratio was 56.50 percent for the first quarter of  1998
compared to 56.75 percent for the same period in 1997.


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 for the three months  ended  March
31,   1998   and  1997  was  27.2  percent  and  29.3    percent,
respectively. The change is attributable to the increase of  tax-
exempt revenue (municipal bonds) as a percent of total revenue.


Consolidated Balance Sheet Analysis


Earning Assets

At  March  31, 1998, average earning assets were $976.4  million,
compared with $901.0 million at March 31, 1997.  This increase is
due  to  a  $42.3  million  increase in loans,  a  $35.6  million
increase  in securities, and a $2.5 million decrease  in  Federal
funds  and other earning assets.  Total earning assets  at  March
31,   1998  consisted  of   74.2  percent  loans,  25.5   percent
securities,  and   0.3 percent Federal  funds and  other  earning
assets,  while the March 31, 1997 earning asset mix consisted  of
75.7  percent  loans, 23.7 percent securities,  and  0.6  percent
Federal  funds and other earning assets.  The change in  mix  was
caused  by two branch acquisitions that involved the purchase  of
virtually no loans and the security leverage strategy implemented
in the third quarter of 1997.


Investment Risk Management

CBT  has  certain securities in its available for sale  portfolio
that   are   classified  as  derivative  securities  by   banking
regulators.    At   March  31,  1998  and  December   31,   1997,
respectively,  CBT  had  $200,000  and  $701,000  in   derivative
securities.  These amounts represent 0.1  percent and 0.3 percent
of  the total securities available for sale at March 31, 1998 and
December   31,   1997,  respectively.   All  are  guaranteed   by
government agencies and none have a maturity of over 1 year.  The
amount and nature of these securities pose no undue risk to CBT's
financial  position and there are no plans to acquire  additional
derivative securities.

CBT Corporation's board approved the implementation of a security
leverage strategy totaling $25 million in July 1997.  The Company
believes  that  the  current  favorable  inflation  outlook   and
expected moderate economic growth will result in stable to  lower
interest   rates  over  the  next  3  to  5  years.   Given   the
Corporation's  exceptionally strong  capital  position,  the  $25
million  position  was deemed conservative.  With  the  favorable
spread  between  borrowing  costs and  the  tax-equivalent  yield
available during the first quarter, CBT Corporation borrowed  $25
million  of  FHLB advances at 5.96 percent (original maturity  of
approximately  1.5 years in duration) which it 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.


Credit Risk Management

CBT  manages  exposure  to  credit  risk  though  loan  portfolio
diversification  by  customer, industry, and  loan  type.   As  a
result,  there  is no undue concentration in any  single  sector.
CBT regularly evaluates economic conditions affecting its lending
markets.   Economic indicators such as unemployment levels,  real
estate  activity,  and bankruptcy filings are evaluated.   During
the  first  quarter of 1998, CBT's primary market areas continued

<PAGE> 15
to  experience  favorable unemployment levels while  real  estate
values  softened somewhat.  Bankruptcy filings in  CBT's  markets
have  continued  to  increase during 1998,  extending  the  trend
started  in  1997.   Management has considered expected  economic
trends in assessing the adequacy of the allowance for loan losses
and  believes that the allowance for loan losses is  adequate  in
light of these trends, among other factors.  CBT's credit risk is
also  diversified by loan type.  At March 31, 1998, 40.2  percent
of  the portfolio consisted of residential real estate and mobile
home loans, 32.7 percent of commercial and agricultural loans and
27.1 percent of consumer loans.

Credit  risk  management also includes monitoring the performance
of  existing  portfolios.   CBT  has  in  place  a  comprehensive
internal  credit  review program to assess the current  financial
condition  and  operating performance of  significant  commercial
borrowers.

<TABLE>
<CAPTION>
Loans by  type appear below:


($ in thousands)              March 30   December 31 March 30
                                1998       1997       1997
                              -------------------------------
<S>                            <C>        <C>        <C>               
Commercial, industrial, and    
 agricultural loans            $235,529   $243,801   $221,890  
Residential real estate and     
 mobile home loans              289,951    294,270    280,054
Consumer loans                  195,302    202,609    189,106
                              -------------------------------
  Total loans                   720,782    740,680    691,050
Less:  Unearned interest          9,003      9,486      8,717
                              -------------------------------
  Total loans, net of       
   unearned interest           $711,779   $731,194   $682,333
                              ===============================
</TABLE>

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 were classified as
non-accrual at March 31, 1998.


Allowance for Loan Losses

At  March  31,  1998,  the allowance for  loan  losses  was  $9.8
million, or 1.37 percent of net loans outstanding, compared  with
$9.2 million, or 1.28 percent at December 31, 1997.  The ratio of
the  allowance for loan losses to non-performing assets was 124.6
percent  at  March  31,  1998, compared  with  127.3  percent  at
December  31, 1997.  Non-performing assets consist of non-accrual
loans, loans past-due thirty days or more that are still accruing
interest and 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 to support this assessment.   CBT  management
maintains  the  allowance available to cover future  loan  losses
within  the entire loan portfolio and believes the allowance  for
loan  losses  is adequate at March 31, 1998 based on the  current
level  of non-performing assets and the expected level of  future
charge-offs.


Non-Performing Assets

The table below presents data on CBT's non-performing assets.  As
previously  defined, non-performing assets consist of non-accrual
loans,  loans  past  due  threety days or  more  that  are  still
accruing  interest  and other real estate owned.   At  March  31,
1998,  non-performing assets totaled $7.8 million, or 1.1 percent
of  net  loans  and other real estate owned, compared  with  $7.5
million, or 1.0 percent of net loans and other real estate owned,
at December 31, 1997.

<PAGE> 16
<TABLE>
<CAPTION>

($ in thousands)                 March 31  December 31 March 31
                                   1998       1997       1997
                                 ------------------------------
<S>                                 <C>         <C>       <C>              
  Non-accrual loans                 $5,887      $5,533    $5,832
  Accruing loans which are                                      
   contractually past due 
   90 days or more                   1,665       1,643     1,684
- ----------------------------------------------------------------
      Total non-performing loans     7,552       7,176     7,516
  Other real estate owned              287         275       117
- ----------------------------------------------------------------
      Total non-performing assets   $7,839      $7,451    $7,633
================================================================
</TABLE>
                                                                

Non-performing  assets ("NPA's") were higher at  March  31,  1998
than  one  year  earlier and remain higher than  recent  historic
levels.   Management expects NPA's to remain at this or  modestly
higher  levels  for the next several quarters until  the  workout
strategies  now  underway have a positive impact and  reduce  the
level of NPA's.


Funding Sources

Non-Interest Bearing Deposits

Non-interest bearing deposits, which represent a portion of CBT's
core  deposits,  were $78.2 million at March  31,  1998,  a  $1.3
million  decline  from  December 31, 1997.  Average  non-interest
bearing deposits were $73.1 million for the first three months of
1998  compared with $68.1 million for first three months of 1997.
Non-interest  bearing deposits represented 8.7 percent  of  CBT's
total  funding  sources  at March 31,  1998,  compared  with  8.4
percent  at  December 31, 1997.  A portion of these deposits  was
purchased   as   a  part  of  two  branch  deposit   acquisitions
consummated in 1997.


Interest-Bearing Liabilities

Interest-bearing  liabilities for CBT  consist  of  certain  core
deposits, purchased deposits, and other borrowings.  At March 31,
1998,  interest-bearing  liabilities totaled  $819.2  million,  a
decrease  of $44.3 million over December 31, 1997.  The  decrease
is  due primarily to a $30.5 million decrease in interest-bearing
deposits  and a $14.2 million increase in Federal funds purchased
and securities sold under agreements to repurchase.

Interest-bearing  Core Deposits - In CBT's banking  subsidiaries,
NOW,  Money Manager, Individual Retirement and savings  accounts,
and  certificates of deposit under $100,000 are  considered  core
interest-bearing  deposits.  At March  31,  1998  these  deposits
accounted  for  62.0  percent  of  CBT's  total  funding  sources
compared with 61.7 percent at December 31, 1997.

Purchased  Deposits - Purchased deposits, which  CBT  defines  as
certificates  of deposit with denominations of $100,000  or  more
and  brokered certificates of deposit, decreased $5.3 million  or
6.2  percent to $79.8 million from $85.1 million at December  31,
1997.   Purchased deposits represented 8.9 percent of CBT's total
funding  sources at March 31, 1998, compared with 9.0 percent  at
December  31, 1997.  At March 31, 1998, CBT held $5.6 million  of
brokered  certificates of deposit.  Management does not  plan  to
add any additional brokered certificates or to offer to renew the
existing brokered certificates of deposits at maturity.

Short-term  Borrowings  - Short-term borrowings  include  Federal
funds  purchased, securities sold under agreements to repurchase,
US  Treasury notes payable, revolving lines of credit, and short-
term   Federal   Home  Loan  Bank  advances.   Management   views
borrowings as a cost-effective alternative to purchased  deposits
and  interest-bearing  core deposits and actively  manages  CBT's
borrowing  position to maintain acceptable net  interest  margins
and   liquidity.   At  March  31,  1998,  short-term   borrowings
accounted  for  15.5  percent  of CBT's  total  funding  sources,
compared  with 15.6 percent at December 31, 1997.  A  portion  of
this  position  was established to fund the $25 million  security
leverage strategy noted earlier.

<PAGE> 17
In  July  1998, CBT Corporation implemented an arbitrage 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

Financial  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  a
financial institution.  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  have  no
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 (FCC is included
with  Citizens), 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  March
31,  1998  the one year cumulative interest rate GAP, defined  as
the ratio of rate sensitive assets to rate sensitive liabilities,
was  .88,  while  at December 31, 1997, the one  year  cumulative
interest  rate  GAP was .87.   A GAP of less than  one  indicates
that,  over  the  time  horizon measured, more  liabilities  will
reprice than assets.

GAP  as  an  interest  rate  risk measurement  tool  has  several
limitations:  it  is  a  static  measurement;  it  requires   the
establishment  of an subjective time horizon;  and  it  does  not
capture  basis  risk or risk that varies non-proportionally  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
compliment  each other in understanding the impact of changes  in
interest rates on the financial performance and condition of CBT.
Based on modeling using March 31, 1998 data, CBT would expect its
net  interest income to change no more than 4.0 percent  under  a
200  basis point parallel shift up or down of the yield curve,  a
level  of risk management deems appropriate.  Management  expects
the  GAP as currently measured to generally fall between .80  and
 .90  and  thinks  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  also
provides an additional source of liquidity.

<PAGE> 18
Capital Management

CBT  management believes that a strong capital position is  vital
to  continued  profitability and promotes depositor and  investor
confidence.   CBT  bank  subsidiaries are  required  to  maintain
capital  levels  sufficient  to qualify  for  "well  capitalized"
status  with  banking regulators and to meet  anticipated  growth
needs.   Retained earnings and capital infusions from the  parent
are  the  primary  sources 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 and to infuse other subsidiaries with
capital, as required.
<TABLE>
<CAPTION>

The  following analysis shows comparisons between the  regulatory
requirements for "well capitalized" institutions and  the  actual
capital position of CBT:
                             -----------------------------------    
                                Well                      
                             Capitalized    Actual     Excess
                             -----------------------------------
<S>                                <C>        <C>         <C>   
 March 31, 1998                          
   Leverage Ratio (Equity           5.00%     11.27%       6.27%
     to Assets)
   Tier 1 Risk-Based                6.00%     16.07%      10.07%
   Total Risk-Based                10.00%     17.32%       7.32%
                                                                
                                                                
 December 31, 1997                                              
   Leverage Ratio (Equity           5.00%     11.32%       6.32%
     to Assets)
   Tier 1 Risk-Based                6.00%     15.35%       9.35%
   Total Risk-Based                10.00%     16.60%       6.60%
================================================================
</TABLE>
                                                                
Because of solid performance and conservative capital management,
CBT has consistently maintained a strong capital position.  These
ratios compare favorably with industry standards and CBT's peers.

For   the  three  month  period  ended  March  31,  1998,   CBT's
shareholders'  equity,  exclusive  of  the  unrealized  loss   on
securities  available for sale (net of deferred  tax)  and  stock
repurchases,  grew $2.1 million.  CBT's internal  capital  growth
rate  (ICGR) for the three months ended March 31, 1998  was  1.76
percent.    The   ICGR  represents  the  rate  at   which   CBT's
shareholders'  equity grew as a result of earnings retained  (net
income less dividends paid).

CBT  declared a $0.14 per share dividend in the first quarter  of
1998, $0.01 per share greater than  the amount declared one  year
ago. The dividend payout ratio for the first three months of 1998
was  31.9  percent  of net income, which was within  management's
general payout guideline 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   the  Corporation'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 impact on CBT's liquidity,  capital
resources or operations.

Market Data

At  March  31,  1998,  CBT had issued and  outstanding  7,863,792
shares  of common stock held by approximately  1,410 shareholders
of  record.  Shareholders received cash dividends for each  share
of common stock on a quarterly basis in 1997 and 1998.

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

<TABLE>
<CAPTION>
The  following  table  summarizes common stock  prices  and  cash
dividends  declared  in  1998 and 1997.   The  price  information
reflects the range of prices for CBT Corporation common stock  as
reported by NASDAQ.

<PAGE> 19
                                  --------------------------------
                                         Price                     
 Quarter                          High          Low      Dividends
                                  --------------------------------
<S>                                <C>           <C>          <C>
 1st Quarter 1998                  36.88         31.38        0.14
 4th Quarter 1997                  23.50         32.75        0.13
 3rd Quarter 1997                  21.00         25.63        0.13
 2nd Quarter 1997                  20.25         24.50        0.13
 1st Quarter 1997                  20.50         26.50        0.13
 4th Quarter 1996                  20.00         28.00        0.12
 3rd Quarter 1996                  20.00         23.50        0.12
 2nd Quarter 1996                  21.50         24.25        0.12
==================================================================
</TABLE>

Recently Issued Accounting Standards

Effective January 1, 1998, the Corporation adopted SFAS no. 130 "
Reporting  Comprehensive Income".  This pronouncement establishes
standards for the reporting and display of  comprehensive  income 
and its  components (revenues, expenses, gains, and losses) in  a
full set of general-purpose financial statements.  The adoption of
this  pronouncement  did  not  have  a  material  impact  on  the
Corporation's consolidated financial statements.

In  June  1997, the FASB issued Statement of Financial Accounting
Standards  No. 131, "Disclosures about Segments of an  Enterprise
and  Related Information" (FAS 131.  FAS 131 requires  disclosure
of   selected  information  about  operating  segments  including
segment income, revenues and asset data.  Operating segments,  as
defined  in  FAS  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  FAS  131  in  1998.   The
standards  are  not  expected to have a material  impact  on  the
Corporation's consolidated financial statements.

Merger

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.


SPECIAL  NOTE

This  Quarterly Report on Form 10-Q 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,
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
form  time  to  time in the filings of the Corporation  with  the
Securities and Exchange Commission.


PART II - OTHER INFORMATION
                                
Item 1.   Legal Proceedings
          None

Item 2.   Changes in Securities
          None

<PAGE> 20
Item 3.   Defaults Upon Senior Securities
          None

Item 4.   Submission of Matters to a Vote of Security Holders

            (a)  No matters were submitted to a vote by Security
Holders during the three  months ended March 31, 1998.

Item 5.   Other Information
          None

Item 6.   Exhibits and Reports on Form 8-K:
During the quarter ended March 31, 1998, Registrant filed one (1)
Current Reports on Form 8-K as follows:

     (1)  In its Current Report on Form 8-K, dated January 10,
1998 and filed on January 15, 1998, under Item 5, Registrant
disclosed that it had entered into an Agreement and Plan of
Merger pursuant to which CBT will be merged with and into
Ameribanc, Inc., a Missouri corporation and a wholly-owned
subsidiary of Mercantile Bancorporation, Inc.

<PAGE> 21
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                              CBT CORPORATION


DATE: May 13, 1998                 SIGNED:
__________________________
                                    Paula J. Laird
                                    Vice President and Controller
<PAGE> 22

EXHIBIT INDEX


NUMBER         DESCRIPTION                                         PAGE

27             Financial Data Schedule                             23 - 24

<PAGE> 23                                
                                
                           EXHIBIT 27
                                
                     FINANCIAL DATA SCHEDULE
                  (filed in electronic format)
                               FOR
                         CBT CORPORATION
                                
                      For the Period Ended
                         March 30, 1998
                                
                                
                                



<TABLE> <S> <C>

<ARTICLE> 9
<RESTATED> 
<MULTIPLIER> 1000
<CURRENCY> U.S. CURRENCY
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<EXCHANGE-RATE>                                      1
<CASH>                                           38227
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 20230
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     173668
<INVESTMENTS-CARRYING>                           59157
<INVESTMENTS-MARKET>                             62234
<LOANS>                                         711779
<ALLOWANCE>                                       9771
<TOTAL-ASSETS>                                 1030998
<DEPOSITS>                                      714686
<SHORT-TERM>                                    138908
<LIABILITIES-OTHER>                              43847
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                          4100
<OTHER-SE>                                      117931
<TOTAL-LIABILITIES-AND-EQUITY>                 1030998
<INTEREST-LOAN>                                  17270
<INTEREST-INVEST>                                 3917
<INTEREST-OTHER>                                    40
<INTEREST-TOTAL>                                 21227
<INTEREST-DEPOSIT>                                7656
<INTEREST-EXPENSE>                                2689
<INTEREST-INCOME-NET>                            10882
<LOAN-LOSSES>                                     1169
<SECURITIES-GAINS>                                 119
<EXPENSE-OTHER>                                   8105
<INCOME-PRETAX>                                   4397
<INCOME-PRE-EXTRAORDINARY>                        4397
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      3201
<EPS-PRIMARY>                                     0.41
<EPS-DILUTED>                                     0.40
<YIELD-ACTUAL>                                    4.76
<LOANS-NON>                                       5887
<LOANS-PAST>                                      1665
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  9243
<CHARGE-OFFS>                                      742
<RECOVERIES>                                       120
<ALLOWANCE-CLOSE>                                 9771
<ALLOWANCE-DOMESTIC>                              9771
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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