Exhibit 25.1

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   FORM T-1
                                   -------- 

                      STATEMENT OF ELIGIBILITY UNDER THE
                       TRUST INDENTURE ACT OF 1939 OF A
                   CORPORATION DESIGNATED TO ACT AS TRUSTEE

               Check if an Application to Determine Eligibility
                 of a Trustee Pursuant to Section 305(b)(2) __


                      STATE STREET BANK AND TRUST COMPANY
              (Exact name of trustee as specified in its charter)

              Massachusetts                                   04-1867445
    (Jurisdiction of incorporation or                      (I.R.S. Employer
organization if not a U.S. national bank)                 Identification No.)


     225 Franklin Street, Boston, Massachusetts               02110
      (Address of principal executive offices)              (Zip Code)

      John R. Towers, Esq.  Senior Vice President and Corporate Secretary
               225 Franklin Street, Boston, Massachusetts  02110
                                 (617) 654-3253
           (Name, address and telephone number of agent for service)

                             ---------------------


                         COMMUNITY TRUST BANCORP, INC.
              (Exact name of obligor as specified in its charter)

           KENTUCKY                                        61-0979818
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

                      P.O. BOX 2947, 208 NORTH MAYO TRAIL
                          PIKEVILLE, KENTUCKY, 41501
             (Address of principal executive offices) (Zip Code)


                             ---------------------

                           % SUBORDINATED DEBENTURES
                        (Title of indenture securities)


 
                                    GENERAL

ITEM 1.  GENERAL INFORMATION.

     FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

     (a)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH
          IT IS SUBJECT.

               Department of Banking and Insurance of The Commonwealth of
               Massachusetts, 100 Cambridge Street, Boston, Massachusetts.

               Board of Governors of the Federal Reserve System, Washington,
               D.C., Federal Deposit Insurance Corporation, Washington, D.C.

     (b)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

               Trustee is authorized to exercise corporate trust powers.

ITEM 2.  AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

               The obligor is not an affiliate of the trustee or of its parent,
               State Street Boston Corporation.

               (See note on page 2.)

ITEM 3. THROUGH ITEM 15.  NOT APPLICABLE.

ITEM 16.  LIST OF EXHIBITS.

     LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

     1.   A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.
 
               A copy of the Articles of Association of the trustee, as now in
               effect, is on file with the Securities and Exchange Commission as
               Exhibit 1 to Amendment No. 1 to the Statement of Eligibility and
               Qualification of Trustee (Form T-1) filed with the Registration
               Statement of Morse Shoe, Inc. (File No. 22-17940) and is
               incorporated herein by reference thereto.
 
     2.   A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
          BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
          
               A copy of a Statement from the Commissioner of Banks of
               Massachusetts that no certificate of authority for the trustee to
               commence business was necessary or issued is on file with the
               Securities and Exchange Commission as Exhibit 2 to Amendment No.
               1 to the Statement of Eligibility and Qualification of Trustee
               (Form T-1) filed with the Registration Statement of Morse Shoe,
               Inc. (File No. 22-17940) and is incorporated herein by reference
               thereto.

     3.   A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST
          POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS
          SPECIFIED IN PARAGRAPH (1) OR (2), ABOVE.
          
               A copy of the authorization of the trustee to exercise corporate
               trust powers is on file with the Securities and Exchange
               Commission as Exhibit 3 to Amendment No. 1 to the Statement of
               Eligibility and Qualification of Trustee (Form T-1) filed with
               the Registration Statement of Morse Shoe, Inc. (File No. 22-
               17940) and is incorporated herein by reference thereto.

     4.   A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
          CORRESPONDING THERETO.
 
               A copy of the by-laws of the trustee, as now in effect, is on
               file with the Securities and Exchange Commission as Exhibit 4 to
               the Statement of Eligibility and Qualification of Trustee 
               (Form T-1) filed with the Registration Statement of Eastern
               Edison Company (File No. 33-37823) and is incorporated herein by
               reference thereto.
               
                                       1


 
     5.   A COPY OF EACH INDENTURE REFERRED TO IN ITEM 4. IF THE OBLIGOR IS IN
          DEFAULT.

               Not applicable.

     6.   THE CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES REQUIRED BY
          SECTION 321(B) OF THE ACT.

               The consent of the trustee required by Section 321(b) of the Act
               is annexed hereto as Exhibit 6 and made a part hereof.

     7.   A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED
          PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING
          AUTHORITY.

               A copy of the latest report of condition of the trustee published
               pursuant to law or the requirements of its supervising or
               examining authority is annexed hereto as Exhibit 7 and made a
               part hereof.


                                     NOTES

     In answering any item of this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor and the underwriters, and the trustee disclaims responsibility for the
accuracy or completeness of such information.

     The answer furnished to Item 2. of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.



                                   SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, State Street Bank and Trust Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Boston and The
Commonwealth of Massachusetts, on the 21st day of March, 1997.

                                     STATE STREET BANK AND TRUST COMPANY


                                      By:  /s/ PAUL D. ALLEN
                                         -------------------------------
                                               PAUL D. ALLEN
                                               VICE PRESIDENT

                                       2


 
                                   EXHIBIT 6

                             CONSENT OF THE TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended, in connection with the proposed issuance by COMMUNITY TRUST
BANCORP, INC. of its % SUBORDINATED DEBENTURES, we hereby consent that reports
of examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.


                                     STATE STREET BANK AND TRUST COMPANY


                                      By:  /s/ PAUL D. ALLEN
                                         -------------------------------
                                               PAUL D. ALLEN
                                               VICE PRESIDENT

DATED:  MARCH 21, 1997

                                       3


 
                                   EXHIBIT 7

Consolidated Report of Condition of State Street Bank and Trust Company of
Boston, Massachusetts and foreign and domestic subsidiaries, a state banking
institution organized and operating under the banking laws of this commonwealth
and a member of the Federal Reserve System, at the close of business December
31, 1996, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act and in
accordance with a call made by the Commissioner of Banks under General Laws,
Chapter 172, Section 22(a).



                                                                         Thousands of
ASSETS                                                                      Dollars

Cash and balances due from depository institutions:
                                                                      
     Noninterest-bearing balances and currency and coin................   1,561,409
     Interest-bearing balances.........................................   7,562,240
Securities.............................................................   9,388,513
Federal funds sold and securities purchased
     under agreements to resell in domestic offices
     of the bank and its Edge subsidiary...............................   5,622,962
Loans and lease financing receivables:
     Loans and leases, net of unearned income .........................   4,858,187
     Allowance for loan and lease losses...............................      72,614
     Loans and leases, net of unearned income and allowances...........   4,785,573
Assets held in trading accounts........................................     874,700
Premises and fixed assets..............................................     383,955
Other real estate owned................................................         870
Investments in unconsolidated subsidiaries.............................      93,621
Customers' liability to this bank on acceptances outstanding...........      35,022
Intangible assets......................................................     148,190
Other assets...........................................................     932,673
                                                                         ----------
 
Total assets...........................................................  31,389,728
                                                                         ==========
 
LIABILITIES
 
Deposits:
     In domestic offices...............................................   8,508,096
     Noninterest-bearing...............................................   6,435,131
     Interest-bearing..................................................   2,072,965
     In foreign offices and Edge subsidiary............................  11,395,724
     Noninterest-bearing...............................................      27,508
     Interest-bearing..................................................  11,368,216
Federal funds purchased and securities sold under
     agreements to repurchase in domestic offices of
     the bank and of its Edge subsidiary...............................   7,518,222
Demand notes issued to the U.S. Treasury and Trading Liabilities.......     733,935
Other borrowed money...................................................     650,578
Bank's liability on acceptances executed and outstanding...............      35,022
Other liabilities......................................................     770,029
                                                                         ----------
 
Total liabilities......................................................  29,611,606
                                                                         ----------
 
EQUITY CAPITAL
Common stock...........................................................      29,931
Surplus................................................................     358,146
Undivided profits......................................................   1,389,720
Cumulative foreign currency translation adjustments....................         325
                                                                         ----------
 
Total equity capital...................................................   1,778,122
                                                                         ----------
 
Total liabilities and equity capital...................................  31,389,728
                                                                         ==========


                                       4


 
I, Rex S. Schuette, Senior Vice President and Comptroller of the above named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.

                                            Rex S. Schuette


We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

                                            David A. Spina
                                            Marshall N. Carter
                                            Charles F. Kaye

                                       5