28
                                     
                                     
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                     
                                     
                                 FORM 10-Q
                                     
                                     
                                     
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
 For the quarter ended September  30, 1996  Commission file number 0-16878
                                     
                                     
                                     
                                     
                              CBT CORPORATION
          (Exact name of registrant as specified in its charter)
                                     
                                     
          Kentucky                                     61-1030727
          (State of other jurisdiction of              (I.R.S. Employer
          incorporation or organization)          Identification No.)
                                     
                                     
                  333 Broadway, Paducah, Kentucky  42001
                 (Address of principal executive offices)
                                     
     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 September  30, 1996
Common Stock, No Par Value         7,856,210









                                  Page 1
                      This filing contains 27 pages.
                                     
                              CBT CORPORATION
                                     
PART I.  FINANCIAL INFORMATION                                        PAGE NO.

     Item 1.   Financial Statements

               Consolidated Balance Sheets at September  30, 1996,
               December 31, 1995 and September  30, 1995                  3

               Consolidated Statements of Income for Three
               Months and Nine Months Ended September  30, 1996 and
               September  30, 1995                                        4

               Consolidated Statements of Changes in Shareholders'
               Equity for Nine Months Ended September  30, 1996 and
               September  30, 1995                                        5

               Consolidated Statements of Cash Flows for Nine
               Months Ended September  30, 1996 and September
               30, 1995                                                   6

               Notes to Consolidated Financial Statements               7 - 12

     Item 2.   Management's Discussion and Analysis of
               Consolidated Financial Condition and Results
               of Operations                                           13 - 23


PART II.  OTHER INFORMATION

     Item 1. through Item 6.                                              24

SIGNATURE PAGE                                                            25

EXHIBIT INDEX                                                             26

FINANCIAL DATA SCHEDULE                                                   27


                                     









CBT CORPORATION AND SUBSIDIARIES                                        
CONSOLIDATED BALANCE SHEETS              (unaudited) (audited)  (unaudited)
($ in thousands)                        September 30 December 31 September 30
                                            1996        1995         1995
ASSETS                                                                    
  Cash and due from banks                  $34,888     $33,662    $31,595
  Federal funds sold                             0       1,000          -
      Total cash and cash equivalents       34,888      34,662     31,595
                                                                          
  Securities to be held to maturity         54,654      46,427     46,250
                                                                          
  Securities available for sale                                           
    (at fair market value)                 155,419     158,474    153,786
                                                                          
  Loans, net of unearned interest          674,296     644,661    641,670
  Allowance for loan losses                 (8,734)    (11,004)   (11,299)
      Loans, net                           665,562     633,657    630,371
                                                                          
  Premises and equipment, net               18,383      18,872     18,248
  Accrued interest receivable                6,417       6,752      6,286
  Other                                      7,367       5,897      6,170
      TOTAL ASSETS                        $942,690    $904,741   $892,706
                                                                          
LIABILITIES                                                               
  Deposits:                                                               
    Non-interest bearing                   $70,190     $69,628    $69,631
    Interest bearing                       602,907     604,106    600,242
      Total deposits                       673,097     673,734    669,873
                                                                          
  Borrowings:                                                             
    Federal funds purchased and                                           
    securities sold under agreements
    to repurchase                           59,538      39,037     39,210
    Notes payable - U.S. Treasury            2,010         459      1,952
    Revolving lines of credit                5,000       4,000      2,500
    Federal Home Loan Bank advances         73,169      61,893     55,899
    Term debt                               10,046      10,069     10,069
       Total borrowings                    149,763     115,458    109,630
                                                                          
  Accrued interest payable                   6,019       4,341      5,131
  Other                                      6,819       6,837      6,644
      TOTAL LIABILITIES                    835,698     800,370    791,278
                                                                          
SHAREHOLDERS' EQUITY                                                      
  Common stock, no par value, authorized                                  
    12,000,000 shares; issued and outstanding                 
    7,856,210 shares at September 30, 1996; 
    7,907,435 shares at December 31, 1995; and
    7,904,935 shares at September  30,1995   4,100       4,100      4,100
  Capital surplus                           18,252      19,003     18,985
  Retained earnings                         86,132      80,961     78,488
  Unrealized gains (losses) on securities                                  
  available for sale, net of deferred taxes (1,492)        307       (145)
      TOTAL SHAREHOLDERS' EQUITY           106,992     104,371    101,428
                                                                          
      TOTAL LIABILITIES AND               
      SHAREHOLDERS' EQUITY                $942,690    $904,741   $892,706


CBT CORPORATION AND SUBSIDIARIES                                               
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)                            September 30        September 30
($ in thousands except per share data) 1996     1995       1996     1995

INTEREST INCOME                                                           
  Loans, including fees:                                                  
    Taxable                         $16,064   $15,965   $47,292  $45,788
    Tax-exempt                           34        34       111      128
  Securities:                                                             
    Taxable                           2,498     2,388     7,543    7,290
    Tax-exempt                          953       852     2,762    2,635
  Other                                   4        24        30      101
      Total interest income          19,553    19,263    57,738   55,942
                                                                          
INTEREST EXPENSE                                                          
  Deposits                            7,461     7,580    21,673   21,839
  Borrowings                          1,804     1,466     5,127    4,277
      Total interest expense          9,265     9,046    26,800   26,116
                                                                          
NET INTEREST INCOME                  10,288    10,217    30,938   29,826
  PROVISION FOR LOAN LOSSES             810       338     1,765      828
                                                                          
NET INTEREST INCOME AFTER                                                 
PROVISION FOR LOAN LOSSES             9,478     9,879    29,173   28,998
                                                                          
NON-INTEREST INCOME                                                       
  Trust and investment advisory fees    563       378     1,562    1,086
  Service charges on deposit accounts   862       913     2,492    2,670
  Insurance commissions                 334       331       975      955
  Net gain (loss) on sale of securities   0        81        34      214       
  Other                                 502       299     1,289    1,005
    Total non-interest income         2,261     2,002     6,352    5,930
                                                                          
NON-INTEREST EXPENSE                                                      
  Salaries and employee benefits      3,948     3,763    11,826   12,023
  Net occupancy                         339       325     1,020      863
  Depreciation and amortization         548       464     1,656    1,352
  Supplies                              194       210       650      606
  Data processing                       390       379     1,176    1,053
  FDIC assessments                      617       376       731    1,127
  Tax on bank shares                    303       247       909      838
  Other                               2,038     2,027     5,573    5,067
    Total non-interest expense        8,377     7,791    23,541   22,929
                                                                 
INCOME BEFORE INCOME TAXES            3,362     4,090    11,984   11,999
INCOME TAXES                            908     1,183     3,400    3,398

NET INCOME                           $2,454    $2,907    $8,584   $8,601
                                                                          
NET INCOME PER COMMON SHARE           $0.31     $0.37     $1.09    $1.08
                                                                       





CBT CORPORATION AND SUBSIDIARIES                                          
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY                
(unaudited)                                                               
($ in thousands)                                                          
                                                                          
                                                                          
                                                                  Total
                                                               Shareholders'
                                                                  Equity
Balance, December 31, 1995                                      $104,371
Net income                                                         8,584
Dividends on common stock                                         (2,914)
Stock options exercised                                               79
Purchase of common stock                                          (1,329)
Net change in unrealized gains (losses) on                                 
  securities available for sale                                   (1,799)
Balance, September  30, 1996                                    $106,992
                                                                          
                                                                          
                                                                          
                                                                          
Balance, December 31, 1994                                        $91,337
Net income                                                          8,601
Dividends on common stock                                          (2,692)
Stock options exercised                                               432
Purchase of common stock                                           (1,491)
Net change in unrealized gains (losses) on                                 
  securities available for sale                                     5,241
Balance, September  30, 1995                                     $101,428
                                                                          
                                                                          
                                                                          

















CBT CORPORATION AND SUBSIDIARIES                              
CONSOLIDATED STATEMENTS OF CASH FLOWS                          
(unaudited)                                              Nine Months Ended  
($ in thousands)                                           September  30    
                                                        1996          1995   
OPERATING ACTIVITIES                                                        
 Net income                                            $8,584        $8,601
    Adjustments to reconcile net income to net cash                         
      provided by operating activities:                                     
         Provision for loan losses                      1,765           828
         Depreciation                                   1,491         1,183
         Amortization                                     165           169
         Amortization and accretion of securities          32             9
         Loss (gain) on sale of fixed assets               13            17
         Loss (gain) on sale of securities                (34)         (214)
         Changes in assets and liabilities:                                 
            Accrued interest receivable                   335          (218)
            Other assets                                 (586)         (555)
            Accrued interest payable                    1,678         1,250
            Other liabilities                             (18)        1,540  
    Net cash provided by operating activities          13,425        12,610
                                                                            
INVESTING ACTIVITIES                                                        
  Proceeds from maturities of securities to be held     
  to maturity                                           1,234         2,953
  Proceeds from sales of securities available for           
  sale                                                      -        32,182 
  Proceeds from maturities of securities available    
  for sale                                             13,481         6,382  
  Principal collected on mortgage-backed securities,                        
    including those classified as available for sale    7,554         5,588
  Payment for purchases of securities                 (30,208)      (29,220)
  Net increase in loans                               (33,670)      (26,723)
  Proceeds from sale of premises and equipment             30             -
  Payment for purchase of premises and equipment       (1,196)       (3,538)
    Net cash (used in) provided by investing           
    activities                                        (42,775)      (12,376)
                                                                            
FINANCING ACTIVITIES                                                        
  Net decrease in deposits                                (637)         296
  Net increase (decrease) in short-term borrowings      22,052      (12,555)
  Net increase in FHLB advances                         11,276       20,467
  Net cash advanced on revolving lines of credit         1,000       (3,500)
  Principal payments on term debt                          (23)          -    
  Cash dividends paid                                   (2,842)      (2,692)
  Stock options exercised                                   79          432
  Purchase of common stock                              (1,329)      (1,491)
    Net cash provided by (used in) financing            
    activities                                          29,576          957
                                                                            
NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                     226        1,191
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          34,662       30,404  
CASH AND CASH EQUIVALENTS, END OF PERIOD                34,888      $31,595  
                                                                            
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:                                              
    Interest                                           10,943       $24,866
    Federal income taxes                                3,757        $3,013
                                                                            
                                     
                     CBT CORPORATION AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)
                            September  30, 1996

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Consolidation and Presentation Basis

The   accompanying  unaudited  consolidated  financial  statements  of  CBT
Corporation  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  &
Trust Company (Citizens), Pennyrile Citizens Bank & Trust Company, Bank  of
Marshall  County,  Graves  County Bank and United  Commonwealth  Bank  FSB.
Collectively  these entities constitute the "Corporation",  which  provides
financial   services   primarily  in  western  Kentucky   and   surrounding
communities.   Fidelity Credit Corporation is a wholly-owned subsidiary  of
Citizens.   All  significant inter-company accounts and  transactions  have
been eliminated in consolidation.

Operating  results for the three month period and nine month  period  ended
September  30, 1996, are not necessarily indicative of the results that may
be expected for the year ended December 31, 1996.  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, 1995.


Cash and Cash Equivalents

For  purposes  of  reporting cash flows, cash and cash equivalents  include
cash and due from banks and federal funds sold.


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 in  the  assumptions
used  in  making the initial determinations, and such adjustments could  be
material.

Effective January 1, 1995, the Corporation adopted SFAS 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 that recorded investment in the loan, the
impairment  is recorded through a valuation allowance that is  included  in
the  allowance  for loan losses.  The adoption of these pronouncements  did
not  have  a  material  impact on the Corporation's consolidated  financial
statements.

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


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

Effective January 1, 1994, the Corporation changed its method of accounting
for  securities to conform with Statement of Financial Accounting Standards
(SFAS)  No.  115  "Accounting for Certain Investments in  Debt  and  Equity
Securities."   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 deferred taxes, on available  for  sale
securities  are  reported  as  a net amount  in  a  separate  component  of
shareholders' 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.


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, 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 and
non-deductible expenses.


Per Common Share Data

Net  income per common share data for the three months ended September  30,
1996  and  1995  is  based  upon 7,860,051 average shares  outstanding  and
7,904,935 average shares outstanding, respectively.  Net income per  common
share  data for the nine months ended September  30, 1996 and 1995 is based
upon  7,880,635  average  shares outstanding and 7,935,760  average  shares
outstanding, respectively.


Reclassifications

Certain  reclassifications have been made in the 1995 financial  statements
to conform to the presentation of the 1996 financial statements.


Uses of Estimates in the Preparation of Financial Statements

The preparation of financial statements 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.






NOTE 2:  SECURITIES TO BE HELD TO MATURITY

                                                                          
($ in thousands)                        September 30, 1996                     
                                             ESTIMATED                
                                   AMORTIZED   FAIR     GROSS   UNREALIZED
                                      COST     VALUE     GAIN      LOSS
U.S.  Treasury securities and                                             
obligations of other U.S. Government           
agencies                             $2,019     $2,019       $8        $8
State and political subdivisions     52,635     53,950    2,067       752
  Total securities                  $54,654    $55,969   $2,075      $760
                                                                           
                                                                          
                                         December  31, 1995           
                                             ESTIMATED                
                                   AMORTIZED    FAIR     GROSS UNREALIZED
                                      COST     VALUE      GAIN      LOSS
U.S. Treasury securities and                                              
obligations of other
U.S. Government agencies             $2,333    $2,352       $27        $8
State and political subdivisions     43,894    46,068     2,435       261
Other                                   200       199         -         1
  Total securities                  $46,427   $48,619    $2,462      $270


Certain  securities to be held to maturity were pledged  to  secure  public
deposits,  securities  sold  under  agreements  to  repurchase,  and  other
purposes as required or permitted by law.  These pledged securities had  an
estimated   amortized  cost  and  estimated  fair  value  of  approximately
$19,183,982 and $19,494,532 respectively, at September  30, 1996.

NOTE 3:  SECURITIES AVAILABLE FOR SALE

                                                                          
($ in thousands)                        September  30, 1996             
                                           ESTIMATED                      
                                AMORTIZED    FAIR       GROSS UNREALIZED
                                  COST       VALUE      GAIN       LOSS
U.S.  Treasury securities                                                 
  and obligations of other
  U.S. Government agencies       $53,813    $52,800       $100     $1,113
State and political                9,589     10,030        494         53
subdivisions
Mortgage-backed securities        80,751     79,152        349      1,949
Derivative securities              4,801      4,676          0        124
Federal Home Loan Bank Stock       8,659      8,659          -          -
  (at cost)
Other                                102        102          -          -
  Total securities              $157,715   $155,419       $943     $3,239
                                                                          
                                                                          
                                       December  31, 1995             
                                           ESTIMATED                      
                                AMORTIZED    FAIR       GROSS UNREALIZED
                                  COST       VALUE      GAIN       LOSS
U.S.  Treasury securities and                                             
  obligations of other
  U.S. Government agencies       $44,821    $45,236       $479        $64
State and political                9,587     10,186        646         47
subdivisions
Mortgage-backed securities        83,952     83,557        576        971
Derivative securities             11,747     11,600         10        157
Federal Home Loan Bank Stock       7,873      7,873          -          -
  (at cost)
Other                                 22         22          -          -
  Total securities              $158,002   $158,474     $1,711     $1,239


Certain  securities  available  for sale  were  pledged  to  secure  public
deposits,  securities  sold  under  agreements  to  repurchase,  and  other
purposes as required or permitted by law.  These pledged securities had  an
amortized  cost and estimated fair value of approximately $106,181,555  and
$105,269,691 respectively, at September  30, 1996.


NOTE 4:  LOANS

                                                                          
($ in thousands)                     September 30  December 31  September 30
                                           1996        1995        1995
                                                                          
Commercial, industrial,                                                   
  and agricultural loans                 $202,732    $212,266    $201,291
Residential real estate loans             273,609     253,556     258,590
Installment loans                         206,970     189,036     191,864
  Total loans                             683,311     654,858     651,745
Less:  Unearned interest                    9,015      10,197      10,075
  Total loans, net of unearned interest  $674,296    $644,661    $641,670



NOTE 5:  PREMISES AND EQUIPMENT
                                                                          
                                                                          
($ in thousands)                      September 30  December 31  September 30
                                          1996        1995        1995
                                                                          
Land                                       $1,971      $1,971      $1,996
Buildings and improvements                 14,000      17,715      16,569
Furniture and equipment                    17,626      13,537      12,074
Construction in progress                      303          20       1,692
  Total premises and equipmen              33,900      33,243      32,331
Less:  Accumulated depreciation                                           
       and amortization                    15,517      14,371      14,083
  Net premises and equipment              $18,383     $18,872     $18,248


NOTE 6:  INTEREST BEARING DEPOSITS

                                                                           
($ in thousands)                      September 30  December 31  September 30
                                            1996        1995        1995
                                                                           
NOW accounts                              $91,966    $101,448     $93,908
Money Manager acunts                       36,646      45,581      44,804
Individual retirement accounts             47,598      50,601      49,635
Savings accounts                           53,699      44,845      45,982
Certificates of deposit under $100,000    289,815     292,489     292,241
Certificates of deposit $100,000 and       
above                                      83,183      69,142      73,672
  Total interest bearing deposits        $602,907    $604,106    $600,242


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 27  locations
throughout  the state.  The following discussion and analysis is  presented
on  a  consolidated basis, with all significant intercompany  accounts  and
transactions eliminated.

For the third quarter, CBT Corporation earned $2,454,000 and $2,907,000  in
1996  and 1995, respectively.  Net income per share was $0.31 for the three
month  period  ended  September  30,  1996  compared  with  $0.37  for  the
comparable period in 1995.

For  the  first nine months of 1996, CBT reported net income of $8,584,000,
virtually  unchanged  from  the  first  nine  months  of  1995,  which  was
$8,601,000.   Net  income per share was $1.09 for  the  nine  months  ended
September  30, 1996 compared with $1.08 for the nine months ended September
30, 1995.

Return  on average equity was 8.96 percent and 11.27 percent for the  third
quarter  of 1996 and 1995, respectively.  Return on average assets for  the
three month period ended September 30, 1996 was 1.05 percent, compared with
1.30 percent for the similar 1995 period.

Return  on  average equity was 10.70 percent for the first nine  months  of
1996 compared with 11.48 percent for the first nine months of 1995.  Return
on  average  assets  was 1.25 percent for the first nine  months  of  1996,
compared with 1.31 percent for the first nine months of 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  the  third quarter of 1996, tax-equivalent net interest income provided
82.4  percent of CBT's net revenue, compared with 84.0 percent in the third
quarter  of  1995.  The change was a result of higher fee  income  in  1996
rather  than a reduction in net interest income.  Total tax-equivalent  net
interest  income for the third quarter of 1996 increased 0.9  percent  from
the third quarter a year ago.  Growth in tax-equivalent net interest income
for the third quarter of 1996 over 1995 was due to growth in earning assets
of 4.5 percent partially offset by a 16 basis point decline in net interest
margin.

Through  September  30, tax-equivalent net interest  income  provided  83.4
percent of net revenue for 1996, compared to 83.9 percent for 1995.   Total
tax-equivalent  net  interest income increased 3.6  percent  comparing  the
first nine months of 1996 and 1995, solely as   the result of a 3.6 percent
increase in earning assets.  Net interest margin was 4.95 percent for  both
periods.

Net  interest  margin,  the  ratio of tax-equivalent  net  interest  income
divided  by  average earning assets, was 4.83 percent and 4.99 percent  for
the   three  months  ended  September  30,  1996  and  September   30, 1995,
respectively.  Through September 30, the year-to-date net  interest  margin
for  1996  and  1995  was the same:  4.95 percent. The  following  schedule
presents yields and costs on key components of interest income and interest
expense for the third quarter and year-to-date for 1996 and 1995.


                                   Three Months Ended    Nine Months Ended
                                       September 30       September 30
                                        1996     1995     1996     1995
                                                                  
 Yield on securities                    7.03%    7.07%    6.99%    6.56%
 Yield on loans (including fees)        9.71%    9.99%    9.81%    9.80%
 Yield on federal funds sold and other                                    
   money market investments             5.36%    6.33%    4.90%    6.03%
     Yield on earning assets            9.04%    9.29%    9.10%    8.99%
                                                                          
 Rate on interest-bearing deposit       4.88%    5.02%    4.81%    4.90%
 Rate on borrowings                     5.34%    5.52%    5.29%    5.49%
     Rate on interest bearing           
     liabilities                        4.96%    5.09%    4.90%    4.98%
                                                                          
 Net interest spread                    4.08%    4.20%    4.20%    4.01%
                                                                          
 Net interest margin (including fees)   4.83%    4.99%    4.95%    4.95%


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 $810,000 for the third quarter of 1996, a 139.6 percent increase
from  the  $338,000 provision recorded in the third quarter of  1995.   The
third  quarter provision for loan losses was 0.48 percent of average  loans
on  an  annualized basis, compared with 0.21  percent in  the  prior  year.
Provision expense was substantially increased in the third quarter of  1996
in light of a significant increase in loan charge-offs, principally related
to one commercial account.

The  consolidated  provision for loan losses was $1,765,000  for  the  nine
months ended September 30, 1996, a 113.2 percent increase from the $828,000
for  the  same  period in 1995.  Year-to-date provision  as  a  percent  of
average  loans  was  0.36  percent and 0.18  percent  for  1996  and  1995,
respectively.

Net  loan losses were $1,972,000 for the third quarter of 1996 compared  to
$463,000  for  the third quarter of 1995.  Approximately $1.5  million  was
charged-off in the third quarter of 1996 related to the commercial  account
referenced  above.   Net loan losses as a percent of average  loans  on  an
annualized  basis  were 1.18 percent for the three months  ended  September
30, 1996, compared to 0.29 percent for the three months ended September 30,
1995.   Net loan losses were $4,035,000 and $1,068,000 for the nine  months
ended  September  30, 1996 and 1995, respectively.  Net loan  losses  as  a
percent  of average loans on an annualized basis were 0.83 and 0.23 percent
for  the nine month period ended September 30, 1996 and 1995, respectively.
The increase in year-to-date net loan losses in 1996 over 1995 is primarily
attributable  to $2.8 million charged off on the aforementioned  commercial
account.

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


                                     Three Months Ended  Nine Months Ended
 ($ in thousands)                      September  30      September  30
                                        1996     1995      1996     1995
                                                                          
 Balance, beginning of period          $9,896  $11,424  $11,004  $11,533
 Adjustment for finance receivables         -        -        -        6
 Provision for loan losses                810      338    1,765      828
 Loans charged off                     (2,114)    (513)  (4,354)  (1,359)
 Recoveries                               142       50      319      291
     Net charge-offs                   (1,972)    (463)  (4,035)  (1,068)
                                                                          
     Balance, end of period            $8,734  $11,299   $8,734  $11,299
                                                                          
                                                                          
 Allowance for loan losses to total loans,                                      
   net of unearned interest              1.30%    1.76%    1.30%    1.76%
                                                                          
 Net charge-offs to average loans        1.18%    0.29%    0.83%    0.23%
                                                                          
 Non-performing assets to period-end                                      
   loans and other real estate           1.39%    0.70%    1.39%    0.70%
                                                                                

Non-Interest Income

Non-interest income represents 17.6 percent of CBT's tax-equivalent revenue
in the third quarter of 1996, compared with 16.0 percent in the third
quarter of 1995.  Consolidated non-interest income increased 12.9 percent
or $259,000 in the third quarter of 1996 to $2,261,000, compared to the
comparable 1995 period.  Trust and investment advisory fees increased 48.9
percent over the third quarter of 1995 from $378,000 to $563,000.  This
increase was primarily the result of higher volumes generated through CBT's
strategic alliance with J.C. Bradford & Co. ("JCB"), a Nashville-based
regional brokerage firm.  All other non-interest income increased 4.6
percent over the third quarter of 1995, with improvements in insurance
commissions and other fees offsetting a decline in service charges on
deposit accounts and securities gains.  Exclusive of securities gains, all
other non-interest income grew 10.0 in the third quarter of 1996 compared
to the prior year.

Non-interest income represents 16.6 percent of CBT's tax-equivalent revenue
for the first nine months of 1996, compared to 16.1 percent for the
comparable 1995 period. Consolidated non-interest income increased 7.1
percent or $422,000 to $6,352,000 for the nine months ended September  30,
1996 compared to September  30, 1995.  As noted above, the trust and
investment advisory fees increased significantly (43.8 percent), offset
partially by the decrease in gains on sales of securities.  In addition,
service charges on deposit accounts decreased 6.7 percent due to a lower
collection rate in 1996.  Insurance commissions and other fee income
increased 15.5 percent comparing the first nine months of 1996 with the
similar period in 1995.

The following table shows a breakdown of non-interest income:
                                                                                
                                    Three Months Ended   Nine Months Ended
 ($ in thousands)                      September  30     September  30
                                        1996     1995     1996     1995
                                                                           
 Trust and investment advisory fees     $563     $378   $1,562   $1,086
 Service charges on deposit accounts     862      913    2,492    2,670
 Insurance commissions                   334      331      975      955
 Gain (loss) on sale of securities         0       81       34      214
 Other                                   502      299    1,289    1,005
   Total non-interest income          $2,261   $2,002   $6,352   $5,930


Non-Interest Expenses

Total non-interest expense grew $586,000, or 7.5 percent, for the third
quarter of 1996 compared to the third quarter of 1995.  FDIC assessment
increases accounted for $241,000 (41.1 percent) of the increase, as a
government-mandated recapitalization of the Savings Association Insurance
Fund resulted in a one-time charge of $560,000.  Salaries and benefits
increased $185,000 (4.9 percent) as a result of merit increases and the
filling of open positions, while the tax on bank shares was up $56,000
(22.7 percent) because of accrual adjustments made in 1995.  Depreciation
and amortization grew $84,000 (18.1 percent) because of investments in
technology made in the latter part of 1995.  All other non-interest expense
increased $20,000 (0.7 percent).

For the nine month period ended September 30, 1996, total non-interest
expense increased $612,000 compared to the similar period in 1995.
Salaries and benefits were $197,000 lower, as non-recurring costs
associated with the 1995 re-engineering totaling $1,135,000 were partially
offset by merit increases and new personnel.  Net occupancy grew $157,000
(18.2 percent) while depreciation and amortization was up $305,000 (22.6
percent), primarily because of new FCC offices, bank branch remodeling and
technology investments.  Supplies increased $43,000 (7.1 percent) while
data processing expense grew $123,000 (11.7 percent), with both increases
due to additional business volume.  In spite of the one-time
recapitalization charge, FDIC assessments were lower by $396,000 (35.1
percent) while tax on bank shares increased $71,000 (8.5 percent).  All
other non-interest expense grew $506,000 (10.0 percent) primarily because
of various accrual adjustments made in the first and second quarters of
1995.

The following table shows a breakdown of non-interest expense:

                                                                                
                                    Three Months Ended  Nine Months Ended
 ($ in thousands)                      September  30     September  30
                                       1996     1995     1996     1995
                                                                          
 Salaries and employee benefits       $3,948   $3,763  $11,826  $12,023
 Net occupancy                           339      325    1,020      863
 Depreciation and amortization           548      464    1,656    1,352
 Supplies                                194      210      650      606
 Data processing                         390      379    1,176    1,053
 FDIC assessments                        617      376      731    1,127
 Tax on bank shares                      303      247      909      838
 Other                                 2,038    2,027    5,573    5,067
   Total non-interest expense         $8,377   $7,791  $23,541  $22,929


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.  For the three months ended  September   30,
1996,  CBT's efficiency ratio was 65.09 percent compared with 62.26 percent
for  the  same  period  in  1995.   Without the  one-time  recapitalization
charge, the third quarter 1996 efficiency ratio was 60.7 percent.  For  the
nine  month  period  ended September 30, 1996, CBT's efficiency  ratio  was
61.55 percent compared to 62.47 percent for the comparable 1995 period.


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 September 30, 1996
and  1995  was 27.0 percent and 28.9 percent, respectively.  The  effective
income tax rate for the nine months ended September  30, 1996 and 1995  was
28.4  percent and 28.3 percent, respectively.  The lower effective tax rate
for  the  third quarter of 1996 was the result of higher tax-exempt revenue
for the period compared to 1995.


Consolidated Balance Sheet Analysis

Earning Assets

At  September  30, 1996, earning assets were $886.7 million, compared  with
$841.9  million at September  30, 1995.  This increase is due  to  a  $32.6
million  increase  in  loans and a $12.2 million  increase  in  securities.
Total earning assets at September  30, 1996 consisted of 76.1 percent loans
and  23.9 percent securities.  The September 30, 1995 earning asset mix was
identical  to 1996.  Average earning assets for the third quarter  of  1996
were  $836.3 million, an increase of 5.1 percent over the third quarter  of
1995.


Investment Risk Management

CBT  has  certain securities in its available for sale portfolio  that  are
classified  as derivative securities by banking regulators.   At  September
30,  1996  and  December  31, 1995, respectively, CBT  had  $4,801,000  and
$11,747,000  book value in derivative securities.  These amounts  represent
3.0  percent and 7.4 percent of the total securities available for sale  at
September  30, 1996 and December 31, 1995, respectively.  Market value  for
these  securities was $4,676,000 at September  30, 1996 and $11,600,000  at
December 31, 1995.  The significant decrease in such securities is  due  to
calls issued in 1996 based upon a favorable interest rate environment.  All
are  guaranteed by government agencies and none have a maturity of  over  6
years.   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.

The  Financial  Accounting Standards Board issued  Statement  of  Financial
Accounting Standards No. 115, "Accounting for Certain Investments  in  Debt
and  Equity  Securities," which was adopted by CBT in the third quarter  of
1994.   The  Statement  requires that investment securities  classified  as
available  for  sale  be reported at fair value with unrealized  gains  and
losses  reported,  net  of  deferred taxes,  as  a  separate  component  of
shareholders'  equity.   As of September  30, 1996, net  unrealized  losses
related to investment securities available for sale were $1,492,000, net of
deferred  taxes.   At  December  31, 1995, the  fair  value  of  securities
available for sale reflected unrealized gains of $307,000, net of  deferred
taxes.


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  annually  evaluates  economic
conditions  affecting  its lending markets.  Economic  indicators  such  as
unemployment  levels,  construction activity, and  bankruptcy  filings  are
evaluated.   During the third quarter of 1996, CBT's primary  market  areas
continued  to  experience favorable unemployment  levels  and  strong  real
estate  values  and commercial development.  Bankruptcy  filings  in  CBT's
markets  have  increased sharply during 1996 compared to  the  prior  year,
however.  CBT's credit risk is diversified by loan type.  At September  30,
1996,  40.5  percent of the portfolio consisted of residential real  estate
and mobile home loans, 31.5 percent of commercial loans and 28.0 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.

Loans by type appear below:


                                                                          
($ in thousands)                     September 30 December 31  September 30
                                           1996        1995        1995
                                                                          
Commercial, industrial, and                                               
agricultural loans                        $202,732    $212,266    $201,291
Residential real estate and mobile       
home loans                                 273,609     253,556     258,590
Consumer loans                             206,970     189,036     191,864
  Total loans                              683,311     654,858     651,745
Less:  Unearned interest                     9,015      10,197      10,075
  Total loans, net of unearned interest   $674,296    $644,661    $641,670


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 or restructured at
September  30, 1996.


Allowance for Loan Losses

At  September  30, 1996, the allowance for loan losses was $8.7 million, or
1.30 percent of net loans outstanding, compared with $11.0 million, or 1.71
percent  at December 31, 1995.  The ratio of the allowance for loan  losses
to  non-performing assets was 92.9 percent at September  30, 1996, compared
with 225.8 percent at December 31, 1995.  Non-performing assets consist  of
non-accrual loans, restructured loans, loans past-due ninety days  or  more
that  are still accruing interest and other real estate owned.  The decline
in  the allowance as a percent of loans is the result of modest loan growth
(4.6  percent  since  year-end  1995) and a $2.3  million  decline  in  the
allowance,  the latter occurring as the result of $2.8 million  in  charge-
offs taken on a single large commercial borrower.  The significant drop  in
the ratio of allowance for loan losses to non-performing assets was due  to
the  aforementioned decrease in the allowance to $8.7 million, coupled with
a  $4.5  million  increase  in non-performing assets.   Approximately  $3.6
million  of  the  increase in non-performing assets relate  to  outstanding
borrowings  to the large commercial customer referred to above.   Principal
loss  exposure on the $3.6 million, which consists of $1.8 million in  non-
accrual and $1.8 million in renegotiated outstandings, is estimated  to  be
not greater than $700,000.

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.
Such systems fully comply with the loan review guidelines set forth in  the
December  21, 1993 Interagency Policy Statement on the Allowance  for  Loan
and  Lease  Losses.   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 September  30, 1996 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,
restructured  loans,  loans past due ninety days or  more  that  are  still
accruing interest and other real estate owned.  At September  30, 1996, non-
performing  assets totaled $9.4 million, or 1.39 percent of net  loans  and
other real estate owned, compared with $4.9 million, or 0.77 percent of net
loans and other real estate owned, at December 31, 1995.

The $1.7 million increase in non-accrual loans consists of $1.8 million  of
such  loans from the aforementioned commercial borrower, less $100,000  net
of  reductions  in other non-accrual loans.  The $1.8 million  of  debt  is
collateralized with assets having an estimated fair value of  $600,000  and
carries a $500,000 personal guarantee.  The $1.8 million restructured loan,
which  is  a  related credit, is secured by real estate and  equipment  and
bears  an  interest rate of 50 percent of New York prime.  The  $1  million
increase  in  loans past due 90 days or more and still accruing  represents
various  consumer credits, which collectively do not pose significant  risk
to CBT's allowance for loan losses.


($ in thousands)                   September 30  December 31  September 30
                                           1996        1995         1995
                                                                           
  Non-accrual loans                      $5,784      $4,059      $3,873
  Restructured loans                      1,805           -           -
  Accruing loans which are                                                 
    contractually past due 90 days
    or more                               1,781         785         637
      Total non-performing loans          9,370       4,844       4,510
  Other real estate owned                    30          30           -
      Total non-performing assets        $9,400      $4,874      $4,510


In  1993,  the  Financial Accounting Standards Board  issued  Statement  of
Financial  Accounting  Standards  No. 114,  "Accounting  by  Creditors  for
Impairment of a Loan", (FAS 114).  It was subsequently amended in 1994 with
the  issue of FAS 118, "Accounting by Creditors for Impairment of  a  Loan-
Income  Recognition  and Disclosure".  FAS 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 is the  loan  is  collateral
dependent.  CBT adopted FAS 114 in 1995.  The adoption of FAS 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  $70.2 million at September  30, 1996, a $562,000  increase
from  December 31, 1995.  Average non-interest bearing deposits were  $67.8
for  the  third  quarter  of 1996 compared with $67.0  million  for  fourth
quarter of 1995.  Non-interest bearing deposits represented 8.5 percent  of
CBT's  total  funding  sources at September  30, 1996,  compared  with  8.8
percent at December 31, 1995.

Interest-Bearing Liabilities

Interest-bearing  liabilities for CBT consist  of  certain  core  deposits,
purchased deposits, short-term and long-term borrowings.  At September  30,
1996,  interest-bearing liabilities totaled $752.7 million, an increase  of
$33.1  million  over December 31, 1995.  The increase is  due  to  a  $24.3
million increase in short-term borrowings, a $10.0 million increase in long-
term borrowings and a $1.2 million decrease in interest-bearing deposits.

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.   At  September
30,  1996 these deposits accounted for  63.2 percent of CBT's total funding
sources  compared with 67.8 percent at December 31, 1995.  Interest-bearing
core  deposits  declined  $15.3  million comparing  December  31,  1995  to
September 30, 1996 as customers continued to avail themselves of attractive
non-deposit investment opportunities.

Purchased  Deposits - Purchased deposits, which CBT defines as certificates
of deposit with denominations of $100,000 or more and brokered certificates
of  deposit, increased $14.1 million or 20.4 percent  to $83.2 million from
$69.1  million  at December 31, 1995.  Purchased deposits represented  10.1
percent  of  CBT's total funding sources at September  30,  1996,  compared
with  8.8  percent at December 31, 1995.  At September 30, 1996,  CBT  held
$5.0  million of brokered certificates with a maturity of greater than  one
year.  Purchased funds have been acquired to offset the decline in interest-
bearing core deposits.

Borrowings  -  CBT's borrowings are both short-term and long-term.   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 advances.  Management  views
short-term borrowings as a cost-effective alternative to purchased deposits
and  interest-bearing core deposits and actively manages  CBT's  short-term
borrowing  position  to  maintain  acceptable  net  interest  margins   and
liquidity.   At  September  30, 1996, short-term borrowings  accounted  for
13.8 percent of CBT's total funding sources, compared with 11.3 percent  at
December  31, 1995.  The increase was primarily in Federal funds  purchased
and  securities sold under agreements to repurchase.  Long-term borrowings,
which  totaled $36.4 million and $26.4 million at September  30,  1996  and
December  31,  1995, respectively, include Federal Home Loan bank  advances
with  maturities in excess of one year and term debt used to fund FCC.   At
September  30, 1996, long-term borrowings represented 4.4 percent of  CBT's
total funding sources compared with 3.3 percent at December 31, 1995.


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
September   30, 1996 the one year cumulative interest rate GAP, defined  as
the  ratio of rate sensitive assets to rate sensitive liabilities, was .99,
while  at December 31, 1995, the one year cumulative interest rate GAP  was
 .91.   The  above levels were within corporate guidelines.  A GAP  of  less
than  one  indicates that, over the time horizon measured, more liabilities
will  reprice  than assets.  Generally, such a position is favorable  in  a
falling  interest rate environment.  As the GAP approaches 1.0,  a  neutral
posture is obtained.

GAP as an interest rate risk measurement tool has some 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  September  30,
1996  data, CBT would expect its net interest income to change no more than
3.0  percent under a 200 basis point parallel shift up or down of the yield
curve.


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 deposits.  CBT's available  for  sale
investment portfolio also provides an additional source of liquidity.


Capital Management

CBT  management  believes  that  a strong  capital  position  is  vital  to
continued  profitability  and promotes 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 shows comparisons between the regulatory
requirements for "well capitalized" institutions and the actual capital
position of CBT:

                                        Well                            
                                     Capitalized   Actual      Excess
 September  30, 1996                                                    
   Leverage Ratio (Equity to Assets)    5.00%      11.30%       6.30%
   Tier 1 Risk-Based                    6.00%      15.98%       9.98%
   Total Risk-Based                    10.00%      17.23%       7.23%
                                                                        
                                                                        
 December 31, 1995                                                      
   Leverage Ratio (Equity to Assets)    5.00%      11.35%       6.35%
   Tier 1 Risk-Based                    6.00%      16.12%      10.12%
   Total Risk-Based                    10.00%      17.37%       7.37%

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.

The  Corporation  occasionally repurchases and retires common  stock.   All
repurchases  are done in non-block sizes (less than 5,000 shares)  and  are
accomplished to meet internal needs (e.g. 401(k), stock options).  For  the
nine  month  period  ended  September 30,  1996,  57,384  shares  had  been
repurchased at an aggregate price of $1,303,000.

For  the  nine  month period ended September  30, 1996, CBT's shareholders'
equity,  exclusive of the unrealized loss on securities available for  sale
(net  of  deferred tax) and stock  repurchases, grew $5.7  million.   CBT's
internal capital growth rate (ICGR) for the nine months ended September 30,
1996  was  7.3  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 $0.13 per share dividend in the third quarter of 1996, which
represented an 8.3 percent increase over one year ago.  The dividend payout
ratio  for the third quarter of 1996 was 41.6 percent of net income,  which
was  higher than management's general payout guideline of 25 to 35 percent,
primarily   because  of  the  one-time  charge  to  earnings   related   to
recapitalization  of  the insurance fund.  Exclusive of  that  charge,  the
payout ratio was 35.7 percent for the third quarter of 1996.  The 1996 year-
to-date   payout  ratio  is  33.9  percent  (32.5  percent   exclusive   of
recapitalization).

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  September  30, 1996, CBT had issued and outstanding 7,856,210 shares of
common   stock   held  by  approximately  1,463  shareholders  of   record.
Shareholders have received cash dividends for each share of common stock on
a quarterly basis in 1995 and 1996.

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

The  following  table  summarizes common stock prices  and  cash  dividends
declared  in  1996 and 1995.  The price information reflects the  range  of
prices for CBT Corporation common stock as reported by NASDAQ.

                                         Price
 Quarter                           High          Low       Dividends
 September 30, 1996                23.50         20.00        0.13
 June  30, 1996                    24.25         21.50        0.12
 March 31, 1996                    24.50         21.50        0.12
 December 31, 1995                 23.00         20.00        0.12
 September 30, 1995                24.25         19.25        0.12
 June 30, 1995                     24.00         19.75        0.11
 March 31, 1995                    24.75         21.00        0.11
                                                                  

                                     
                        PART II - OTHER INFORMATION
                                     
Item 1.   Legal Proceedings
          None

Item 2.   Changes in Securities
          None

Item 3.   Defaults Upon Senior Securities
          None

Item 4.   Submission of Matters to a Vote of Security Holders
          None

Item 5.   Other Information
          None

Item 6.   Exhibits and Reports on Form 8-K
          (a)  The exhibits set out on the Exhibit Index included as page
               26 of this report are furnished as a part of this report.

          (b)  No Form 8-K has been filed during the third quarter of 1996.


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: November 14, 1996       SIGNED:''''''''''''''''''''
                                    John E. Sircy
                                    Executive Vice President
                                    and Chief Operating Officer

                                     
                                     
                               EXHIBIT INDEX


NUMBER         DESCRIPTION                                              PAGE


3(a)           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)           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 September  30, 1995.

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

10(a)               **Form of Severance Protection Agreement
               between CBT Corporation and certain executive
               officers is incorporated by reference to Exhibit 10 of
               Form 10-Q of CBT Corporation dated September 30, 1995.

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

10(c)               **CBT Corporation 1993 Stock Option Plan
               is incorporated by reference to Form 10-Q
               of CBT Corporation dated September  30, 1993.

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

10(e)               **Description of Incentive Compensation Plan is
               incorporated by reference to Exhibit 10(d) of the
               Form 10-K of CBT Corporation for the year ended
               December 31, 1990.

10(f)               **CBT Corporation 1993 Stock Option Plan, as
               amended and restated effective March 16, 1996, is
               incorporated by  reference to Exhibit 10(f) of the Form
               10-Q  of  CBT  Corporation dated June 30, 1996.

27             Financial Data Schedule                                   27


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




                                EXHIBIT 27
                                     
                          FINANCIAL DATA SCHEDULE
                       (filed in electronic format)
                                    FOR
                              CBT CORPORATION
                                     
                           For the Period Ended
                            SEPTEMBER  30, 1996