As filed with the Securities and Exchange Commission on June 11, 1996
                                            Registration Statement No. 33-______

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                       FORM S-8
                               REGISTRATION STATEMENT
                                         UNDER
                             THE SECURITIES ACT OF 1933



                           PIKEVILLE NATIONAL CORPORATION
              (Exact name of registrant as specified in its charter)

                   Kentucky                          61-0979818
        (state of other jurisdiction              I.R.S. Employer
             of incorporation or               Identification Number
                 organization)                             

                                   P.O. Box 2947
                               208 North Mayo Trail
                            Pikeville, Kentucky  41501
                     (Address of Principal Executive Offices)



               PIKEVILLE NATIONAL CORPORATION 1989 STOCK OPTION PLAN
                               (Additional Shares)
                            (Full Title of the plan)

   
                 BURLIN COLEMAN                        COPY TO:
              208 North Mayo Trail                         
           Pikeville, Kentucky  41501             NICHOLAS R. GLANCY
           (Name and address of agent         Greenebaum Doll & McDonald
                   for service)                           PLLC
                (606) 432-1414                 1400 Vine Center Tower
          (Telephone number, including        Lexington, Kentucky  40507
             area code, of agent for                       
                    service)




                        CALCULATION OF REGISTRATION FEE

Title of       Amount to    Proposed     Proposed        Amount of
securities     be           maximum      aggregate       registration
to be          registered   offering     offering        fee
registered                  price per    price*
                            share*
                                                    
Common         350,000      $21 3/4      $7,612,500.00   $2,625.00
Stock, par     shares                    
value $5.00
per share
*Estimated solely for the purpose of calculating the registration
fee.   This estimate has been calculated in accordance with  Rule
457(h) of the Securities Act of 1933, as amended, and is based on
the  average of the high and low prices per share as reported  on
the   National   Association  of  Securities  Dealers   Automated
Quotation/National Market System on June 5, 1996.
<PAGE>

                             AVAILABLE INFORMATION

       Pikeville  National  Corporation  (the  "Company"  or  the
"Registrant") is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and  in accordance therewith files reports, proxy statements  and
other  information  with the Securities and  Exchange  Commission
(the  "Commission").   Such reports, proxy statements  and  other
information  filed  by  the Company with the  Commission  can  be
inspected   and   copied  at  the  public  reference   facilities
maintained  by  the  Commission at  Judiciary  Plaza,  450  Fifth
Street,  N.W.,  Room  1024, Washington, D.C.  20549  and  at  its
regional  offices  at Citicorp Center, 300 West  Madison  Street,
Chicago, Illinois 60661, and Seven World Trade Center, New  York,
New  York  10048.   Copies of such material can  be  obtained  at
prescribed  rates  from  the  Public  Reference  Section  of  the
Commission,  Room 1024, 450 Fifth Street, N.W., Washington,  D.C.
20549.  The  Company's  Common Stock is listed  on  the  National
Association  of  Securities Dealers Automated  Quotation/National
Market  System ("NASDAQ"), 1735 K Street, N.W., Washington,  D.C.
20006.  In addition, certain of such materials are also available
through  the Commission's Electronic Data Gathering and Retrieval
System ("EDGAR").



INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION  STATEMENT

     The Registrant has earlier filed a registration statement on
Form  S-8  (Registration No. 33-36165) relating to the  Pikeville
National   Corporation  1989  Stock  Option  Plan  (the  "Earlier
Registration Statement").  This Registration Statement  registers
additional shares for offering pursuant to such Plan.  Subject to
the  final  paragraph of Item 3 of Part IV of  this  Registration
Statement, the contents of the Earlier Registration Statement are
incorporated herein by reference.
<PAGE>

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The   following  documents  filed  by  Pikeville  National
Corporation  (the "Registrant") with the Securities and  Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 are incorporated into this Registration Statement  by
reference:

     (a)       Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1995 (File No. 0-11129).

     (b)       All other reports filed by the Registrant pursuant to
               Section 13 or 15(d) of the Securities Exchange Act of 1934 since
               December 31, 1995.

     (c)       The description of Registrant's shares of Common Stock,
               par value $5.00 per share (the "Common Stock"), contained in the
               Registration Statement on Form 10 (File No. 0-11129) filed by the
               Registrant with the Commission, dated April 29, 1983, and all
               other amendments and reports filed for the purpose of updating
               such description prior to the termination of the offering of the
               Common Stock offered hereby.

      All  documents filed by the Registrant pursuant to  Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after  the date of this Registration Statement and prior  to  the
filing   of  a  post-effective  amendment  to  this  Registration
Statement which indicates that all securities offered hereby have
been  sold  or  which deregisters all securities  then  remaining
unsold,  shall be deemed to be incorporated by reference in  this
Registration  Statement and to be a part hereof from  the  filing
date of such documents.

     Any statement contained in this Registration Statement or in
a document incorporated by reference herein shall be deemed to be
modified   or   superseded  for  purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
the  original Section 10(a) prospectus (as regards any  statement
in  any  previously  filed  document  incorporated  by  reference
herein),  or a statement in any subsequently filed document  that
is  also incorporated by reference herein or a statement  in  any
subsequent Section 10(a) prospectus, modifies or supersedes  such
statement.   Any  such statement so modified or superseded  shall
not be deemed, except so as modified or superseded, to constitute
a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel.

     A member of Greenebaum Doll & McDonald PLLC who participated
in  the  preparation  of the Registration Statement  beneficially
owned  2,812 shares of Registrant's Common Stock as of March  31,
1996.  Greenebaum Doll & McDonald PLLC, Lexington, Kentucky,  has
rendered  the opinion as to the validity of the securities  being
registered hereunder.

Item 8.  Exhibits.

     See Exhibit Index.
<PAGE>

Item 9.  Undertakings.

(a)  Rule 415 offerings.

     The undersigned Registrant hereby undertakes:

     (1)   To  file,  during any period in which  offers  or
           sales  are  being made, a post-effective  amendment  to
           this Registration Statement:

           (i)   To include any prospectus required  by
                 Section 10(a)(3) of the Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts
                 or  events arising after the effective date of the
                 Registration  Statement (or the most recent  post-
                 effective  amendment thereof) which,  individually
                 or  in  the  aggregate,  represent  a  fundamental
                 change  in  the  information  set  forth  in   the
                 Registration Statement;

           (iii) To include any material information
                 with  respect  to  the  plan of  distribution  not
                 previously disclosed in the Registration Statement
                 or  any material change to such information in the
                 Registration Statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply  if  the Registration Statement is on Form S-3 or Form  S-8
and  the  information required to be included in a post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  by  Registrant pursuant to Section 13 or Section 15(d)  of
the  Securities  Exchange Act of 1934 that  are  incorporated  by
reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability
          under  the  Securities  Act of 1933,  each  such  post-
          effective  amendment  shall  be  deemed  to  be  a  new
          Registration  Statement  relating  to  the   securities
          offered therein, and the offering of such securities at
          that  time shall be deemed to be the initial bona  fide
          offering thereof.

     (3)  To  remove from registration by means of a  post-
          effective   amendment  any  of  the  securities   being
          registered  which remain unsold at the  termination  of
          the offering.

(b)  Filings incorporating subsequent Exchange Act documents  by
     reference.

     The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each  filing  of Registrant's annual report pursuant  to  Section
13(a)  or 15(d) of the Exchange Act (and, where applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of  the  Exchange Act) that  is  incorporated  by
reference in the Registration Statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

(c)  Filing of Registration Statement on Form S-8.

     Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling persons of the Registrant pursuant to the  foregoing,
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
<PAGE>
Securities Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by  a
director,  officer  or controlling person of  Registrant  in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, Registrant will, unless  in
the  opinion  of  its  counsel the matter  has  been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all the requirements for filing on Form S-8
and  has duly caused this Registration Statement to be signed  on
its  behalf by the undersigned, thereunto duly authorized, in the
City of Pikeville, Commonwealth of Kentucky, on June 11, 1996.


                                   PIKEVILLE NATIONAL CORPORATION


                                   By:  Richard M. Levy
                                        Richard M. Levy
                                        Executive Vice President
                                        Principal Financial Officer

      KNOW  ALL  MEN  BY THESE PRESENTS, that each  person  whose
signature appears below constitutes and appoints Richard M. Levy,
with  full  power to act without the other, his or her  true  and
lawful   attorney-in-fact  and  agent,   with   full   power   of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all  amendments or post-effective amendments to this Registration
Statement,  and to file the same, with all exhibits thereto,  and
other documents in connection therewith, with the Securities  and
Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and  each of them, full power and authority  to  do  and
perform each and every act and thing requisite or necessary to be
done  in  and  about the premises, as fully to  all  intents  and
purposes  as  he  or  she might or could  do  in  person,  hereby
ratifying and confirming all that each such attorney-in-fact  and
agent, or his or her substitute, may lawfully do or cause  to  be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in their capacities and on the date indicated.

Name and Signature            Title                                   Date


Burlin Coleman                Director, Chairman of the Board      June 11, 1996
Burlin Coleman


Terry N. Coleman              Chief Executive Officer,             June 11, 1996
Terry N. Coleman              President and Director


Charles J. Baird              Director                             June 11, 1996
Charles J. Baird


Jean R. Hale                  Secretary and Director               June 11, 1996
Jean R. Hale
<PAGE>

Nick A. Cooley                Director                             June 11, 1996
Nick A. Cooley


William A. Graham, Jr.        Director                             June 11, 1996
William A. Graham, Jr.


Brandt Mullins                Director                             June 11, 1996
Brandt Mullins


_______________________       Director                                    , 1996
M. Lynn Parrish


Ernest M. Rogers              Director                             June 11, 1996
Ernest M. Rogers


_______________________       Director                                    , 1996
Porter Welch
<PAGE>

                       INDEX TO EXHIBITS


Exhibit                                               Sequentially Numbered Page


4.3        Pikeville National Corporation 1989 Stock Option Plan,       8
           as amended April 23, 1996

5          Opinion  of  Greenebaum  Doll  &  McDonald  PLLC            17


23.1       Consent  of  Greenebaum  Doll  &  McDonald  PLLC          ________
           (included in Exhibit 5)


23.2       Consent   of  Crowe,  Chizek  and  Company   LLP            18

24         Powers  of Attorney (included on Signatures  page         ________
           of this Registration Statement)
<PAGE>

                          EXHIBIT 4.3


         THIRD RESTATED PIKEVILLE NATIONAL CORPORATION

                     1989 STOCK OPTION PLAN


1.        Purpose of Plan.  The purpose of the 1989 Stock Option
Plan   is   to  promote  the  interests  of  Pikeville   National
Corporation   (the   "Corporation")  and  its   stockholders   by
encouraging  key employees to acquire a proprietary  interest  in
the  Corporation, thereby increasing the personal  interests  and
special  efforts  of  such persons to achieve  sound  growth  and
profitability   for   the  Corporation   and   to   enhance   the
Corporation's  efforts  to  attract  and  retain  competent   key
employees.   An option granted under the Plan to an  Employee  to
purchase  shares  of the Corporation's Common  Stock  may  be  an
Incentive Option or a Non-Qualified Option.

2.        Definitions.   The following terms  when  used  herein
shall  have  the  meanings set forth below,  unless  a  different
meaning is plainly required by the context.

           Board.   The Board of Directors of Pikeville  National
           Corporation.

           Code.  The Internal Revenue Code of 1986 as it has
           been  and  may be amended from time to time.  Reference
           to  any section of the Code shall include any successor
           provision thereto.

           Common  Stock.   Shares  of  Pikeville  National
           Corporation $5.00 par value common stock and any  other
           shares  of  common stock from time to  time  authorized
           pursuant    to    the   Corporation's    Articles    of
           Incorporation.

           Compensation  and  Stock  Option  Committee   or
           Committee.   The Committee provided for  in  Section  8
           hereof.

           Corporation.  Pikeville National Corporation and,
           where    appropriate,   all   of   the    Corporation's
           subsidiaries (as that term is defined in Section 424(f)
           of  the Code) or any successor corporation thereto that
           has made provision for adoption of the Plan.

           Discharge for Cause.  A discharge as a result  of
           fraud,  misappropriation  of, or  intentional  material
           damage to, the property or business of the Corporation,
           or commission of a felony by the Employee.

           Employees.   Officers  and other  key  management
           personnel  of  the  Corporation, as determined  by  the
           Compensation  and Stock Option Committee from  time  to
           time.
<PAGE>

           Fair  Market Value.  The closing price of  Common
           Stock  on  the  date prior to the date  the  Option  is
           granted  or,  if there are no sales on such  date,  the
           closing  price on the last day prior thereto  on  which
           sales were made.

           Incentive Option.  An incentive stock  option  as
           defined  in  Section 422 of the Code, which  meets  the
           requirements  of Sections 6 and 7 hereof and  which  is
           designated as an Incentive Option.

           Non-Qualified Option.  An option that is  not  an
           Incentive Option.

           Option.   An  Incentive Option or a Non-Qualified
           Option granted to an Optionee pursuant to the Plan.

           Option Agreement.  A written agreement between the
           Corporation and an Optionee evidencing the granting  of
           an   Option   and   containing  terms  and   conditions
           concerning the exercise of the Option.

           Option Price.  The price to be paid for shares of
           Common  Stock being purchased pursuant to the  exercise
           of an Option.

           Optionee.   An Employee who has been  granted  an
           Option  or the personal representative, heir or legatee
           of  an Optionee who has the right to exercise an Option
           upon the death of an Optionee.

           Plan.   The  1989 Stock Option Plan provided  for
           herein, as it may be amended from time to time.

           Plan  Years.   The  Plan will be  effective  from
           January  1,  1989, through December 31, 1998,  for  the
           granting of available Options.

3.        Eligibility  and Participation.  Persons  eligible  to
receive Options under the Plan shall be Employees selected by the
Committee.  In determining the person(s) to whom Options shall be
granted,  the number of shares to be covered by each  Option  and
whether  the  Option  shall  be an Incentive  Option  or  a  Non-
Qualified  Option,  the  Committee shall take  into  account  the
duties  of  the  respective persons, their present and  potential
contribution to the success of the Corporation, their anticipated
number  of  years  of active service remaining,  and  such  other
factors as it deems relevant in connection with accomplishing the
purposes  of the Plan.  A person who has been granted  an  Option
may  be  granted an additional Option or Options as the Plan  and
Committee shall determine.

4.        Award  of  Options.   Those  Employees  approved   to
participate  in  the  Plan  will be granted  Options  based  upon
criteria  developed by the Committee.  However, in no  case  will
the  current value of the Common Stock covered by Options granted
each  year that are intended to be Incentive Options exceed  more
that  100%  of  the  Optionee's present base compensation  (i.e.,
annualized salary).  Options will be granted each year for up  to
10  years, commencing January 1, 1989, and ending on December 31,
1998.
<PAGE>
5.        Shares  Subject to the Plan.  The stock to be  offered
under  the  Plan  shall  be the Common  Stock.   Subject  to  the
adjustments  provided  for in Section  9  hereof,  the  aggregate
number of shares of Common Stock to be delivered upon exercise of
all  Options granted under the Plan shall not exceed a  total  of
450,000  shares.   Shares of Common Stock  subject  to,  but  not
delivered under, an Option terminating or expiring for any reason
prior  to the exercise thereof in full, shall be deemed available
for Options thereafter granted during the term of the Plan.

6.        Terms and Conditions of Options.  All options  granted
hereunder shall be issued subject to the following  terms  and
conditions:

     a.   Options shall be granted only to Employees and, in the
          case of an Incentive Option, shall not be granted to any Employee
          who immediately after the granting of an Option under the Plan
          owns (within the meaning of Section 424(d) of the Code) more than
          10 percent of the issued and outstanding Common Stock unless such
          option is granted at 110 percent of the Fair Market Value of the
          Common Stock at the time of the grant of the Option.  For the
          purpose of this Section 6.a and Section 7.c hereof, an Employee
          is considered as owning all of the Common Stock owned by the
          Employee's brothers, sisters, spouse, ancestors and lineal
          descendants and the Optionee's pro-rata share of all Common Stock
          owned by corporations, partnerships, estates and trusts in which
          the Optionee has in interest.

     b.   The Option shall not be transferable by the Optionee
          otherwise  than by will or by the laws of  descent  and
          distribution, and shall be exercisable during the Optionee's
          lifetime only by the Optionee.

     c.   If the Optionee's employment with the Corporation shall
          terminate for any reason other than (1) death or permanent and
          total disability (as that term is defined in Section 22(e)(3) of
          the Code, and is hereinafter referred to as "Disability"), (2)
          Discharge for Cause, or (3)  as described in Section 6.e, the
          Option shall terminate three months after employment terminates
          (unless the Optionee dies during such period), or on the Option's
          expiration date, if earlier, and shall be exercisable during such
          period after termination of employment only with respect to the
          number of shares the Optionee was entitled to purchase on the day
          preceding the termination of employment, except that the
          Committee may, in specific cases and at its sole discretion,
          permit the exercise by an Optionee of all or part of the Options
          that were not exercisable on the date of termination of
          employment within the three-month period after employment
          terminates.  If the Optionee's employment shall terminate because
          of Discharge for Cause, the Option shall terminate at the time of
          such Discharge for Cause.

     d.   In the event of the Optionee's death or Disability
          while in the employ of the Corporation, or the Optionee's death
          within three months after the termination of the Optionee's
          employment, the Option shall terminate upon the earlier to occur
          of (1)  12 months after the date of the Optionee's death or
          Disability, (2)  the Option's expiration date, or (3)  such other
          date as shall be specified in the Option Agreement.  The Option
          shall be exercisable during such period after the Optionee's
          death or Disability with respect to the number of shares as to
<PAGE>
          which the Option shall have been exercisable on the date
          preceding the Optionee's death or Disability, as the case may be.

     e.   Except as provided below, in the event an Optionee who
          has been granted an Option under this Plan in conjunction with a
          special grant by the Board for management retention purposes, as
          described in the underlying Option Agreement, incurs  a
          termination of employment subsequent to a Change in Control (as
          described in Section 12 hereof), the Option so granted shall
          terminate three months after employment terminates (unless the
          Optionee dies during such period), or on the Option's expiration
          date, if earlier, and shall be exercisable during such period
          after termination of employment only with respect to the number
          of shares the Optionee is entitled to purchase on the day
          preceding the termination of employment; provided, that, if the
          Optionee's termination of employment is involuntary (other than a
          Discharge for Cause), or if the Optionee has a Change in Duties,
          or in the event of an Optionee's voluntary termination of
          employment following a Change in Duties, the Option shall
          continue in accordance with its terms and the Plan until its
          expiration date.  Any Option that continues beyond the date that
          is three months after the termination of employment shall be a
          Non-Qualified Option.  For purposes of this Section 6.e, a Change
          in Duties shall mean any one or more of the following:

          1.   a significant change in the nature or scope of the
               Employee's authorities or duties from those applicable to him
               immediately prior to the date on which a Change in Control
               occurs;

          2.   a reduction in the Employee's base annual salary
               from that provided to him immediately prior to the date on which
               a Change in Control occurs;

          3.   a diminution in the Employee's eligibility to
               participate in bonus, stock option, incentive award and other
               compensation plans which provide opportunities to receive
               compensation, from the greater of:

               *    the opportunities provided by
                    the    Corporation   for   executives    with
                    comparable duties; or

               *    the opportunities under  any
                    such  plans  under  which  the  Optionee  was
                    participating immediately prior to  the  date
                    on which a Change in Control occur;

          4.   a change in the location of the Employee's
               principal place of employment by the Corporation by more than 25
               miles from the location where the Optionee was principally
               employed immediately prior to the date on which a Change in
               Control occurs; or

          5.   a reasonable determination by the Board that, as a
               result of a Change in Control and a change in circumstances
               thereafter significantly affecting the Optionee's position, the
               Optionee is unable to exercise the authorities, powers, function
<PAGE>
               or duties attached to the Optionee's position immediately prior
               to the date on which a Change in Control occurs.

     f.   If the Option is an Incentive Option, the aggregate
          Fair Market Value (determined at the time the Incentive Option is
          granted) of the Common Stock that is the subject of the Option,
          with respect to which Options are exercisable for the first time
          by an Optionee during any calendar year under the Plan or any
          other plan of the Corporation, may not exceed $100,000.  Should
          an Option granted under the Plan which is intended to be an
          Incentive Option exceed such limitation, it shall be treated as
          an Incentive Option to the extent of the foregoing limitation and
          as a Non-Qualified Option to the extent of the excess.

     g.   The terms and conditions of each Incentive Option
          granted under the Plan to an Employee shall be interpreted in a
          manner consistent with Section 422 of the Code and with all
          regulations issued thereunder.

     h.   The Committee may, in its sole discretion, cause the
          Corporation to convert an Incentive Option to a Non-Qualified
          Option upon such terms and conditions and in such manner as the
          Committee deems equitable.

7.        Other  Terms and Conditions of Option Agreements.
The  Committee  shall have the power, subject to the  limitations
contained  in  the  Plan,  to  prescribe  additional  terms   and
conditions  in respect of the granting or exercise of any  Option
under  the  Plan and in particular shall prescribe the  following
terms  and  conditions, which shall be contained  in  the  Option
Agreement for such Option:

     a.   Whether the Option is an Incentive Option or a Non-
          Qualified Option.

     b.   The number of shares of Common Stock to which the
          Option pertains.

     c.   The exercise price of the Option, which shall not be
          less than 100 percent of the Fair Market Value of the Common
          Stock at the time of the grant of the Option, except as provided
          in Section 6.a hereof.

     d.   The term of the Option, which shall not exceed 10 years
          from the date on which the Option is granted, unless the Optionee
          owns more than 10 percent of the issued and outstanding Common
          Stock, in which case the term of an Incentive Option shall not
          exceed five (5) years.

     e.   The method by which or time when the Option may be
          exercised in whole or in part.

     f.   Whether the Option Price may be paid in whole or in
          part in shares of Common Stock then owned by the Optionee.

     g.   For a Non-Qualified Option, the provisions for the
          withholding of Federal, state and local income or other taxes
          that are due in connection with the exercise of the Non-Qualified
          Option.
<PAGE>
8.        Administration of Plan.  The Plan shall be administered
by  the Compensation and Stock Option Committee consisting of  at
least three members of the Board and consisting of no persons who
are  not  members of the Board, none of whom has, during the  one
year  prior to service on the Committee, been granted or  awarded
Options  or  any  other  equity  securities  of  the  Corporation
pursuant  to  any  other plan except as allowed under  Rule  16b-
3(c)(2)(i)  of the Securities Exchange Act of 1934,  as  amended,
and  none  of whom shall be eligible to receive Options  while  a
member  of  the  Committee.  Members of the  Committee  shall  be
subject  to any additional restrictions necessary to satisfy  the
requirements for disinterested administration of the Plan as  set
forth in Rule 16b-3 as it may be amended from time to time.   All
decisions,  determinations and selections made by  the  Committee
pursuant  to  the provisions of the plan and applicable  existing
orders  or resolutions of the Board shall be final.  Each  Option
granted shall be evidenced by an Option Agreement containing such
terms  and  conditions as may be approved by  the  Committee  and
which shall not be inconsistent with the Plan and the orders  and
resolutions of the Board with respect thereto.

9.        Adjustments    Upon   Changes   in   Capitalization.
Notwithstanding the limitation set forth in Section 5 hereof,  in
the  event  of  a  merger, consolidation,  reorganization,  stock
dividend,  stock split or other change in corporate structure  or
capitalization  affecting the Common Stock, the  Committee  shall
make  an  appropriate adjustment in the maximum number of  shares
available  under  the Plan or to any one individual  and  in  the
number,  kind,  option  price, etc., of shares  of  Common  Stock
subject  to  Options granted under the Plan.  In the case  of  an
Incentive Option, any such adjustment shall be made so as not  to
constitute  a  modification, extension or renewal of  the  Option
within the meaning of Section 424(h) of the Code.

10.       Time  of Granting Options.  Nothing contained  in  the
Plan  or in any resolution adopted or to be adopted by the  Board
or by the stockholders of the Corporation, and no action taken by
the  Committee (other than granting of a specific Option),  shall
constitute the granting of an Option hereunder.  The granting  of
an  Option pursuant to the Plan shall take place on the date such
Option is approved by the Committee.

11.       Amendment   and  Discontinuance.    The   Board   may
discontinue,  amend, alter and suspend the  Plan,  but  may  not,
without  the  approval of the holders of a majority  of  all  the
issued  and outstanding Common Stock present either in person  or
by  proxy  at  a  meeting duly held for that  purpose,  make  any
alteration  or amendment thereof which operates (a)  to  withdraw
supervision of the administration of the Plan from the Committee,
(b)   to increase the total number of shares of Common Stock  for
which  Options may be granted under the Plan, except as resulting
from  the  operation  of Section 9 hereof,  (c)   to  extend  the
maximum  Option  period provided in Section 7.d hereof,  (d)   to
decrease the minimum Option Price provided in Section 7.c hereof,
or  (e)   to change the definition of "Employees" so as to  alter
the  class of employees eligible to receive Options.  Any  Option
that  is  outstanding under the Plan at the time of its amendment
shall  remain  in  effect  in  accordance  with  its  terms   and
conditions and those of the Plan as in effect when the Option was
granted.

12.       Acceleration  of Exercisability.   A  "Change  in
Control"  shall  be  deemed  to  occur  upon  (i)   a  merger  or
consolidation  of  the  Corporation with another  Corporation  in
which  the  Corporation is not the surviving  corporation  or  in
which the shareholders of the Corporation do not receive at least
50  percent of the outstanding voting securities of the surviving
corporation, (ii)  an exchange or sale of 50 percent or  more  of
the  Corporation's assets, or (iii)  50 percent or  more  of  the
<PAGE>
outstanding voting securities of the Corporation being  acquired.
Upon  a Change in Control, the unexercisable portion of an Option
shall become exercisable by an Optionee, subject to the following
conditions:

     a.   If a Change in Control will result in a transfer of
          between 50 percent and 75 percent of the Corporation's voting
          securities or assets, the Compensation and Stock Option
          Committee, in its sole discretion, shall determine if the
          unexercisable portion of the Option shall become exercisable and
          the terms and conditions pursuant to which said Option may be
          exercised, including, but not by way of limitation, the time
          prior to the effective date of the Change in Control when the
          Options shall become exercisable.

     b.   If a Change in Control will result in a transfer of
          more than 75 percent of the Corporation's voting securities or
          assets, then and in such an event, the unexercisable portion of
          an Option shall automatically become immediately exercisable.

     c.   An Option awarded under the Plan in conjunction with a
          special grant by the Board for management retention purposes, as
          described in the underlying Option Agreement, shall continue to
          be exercisable only in accordance with the provisions of said
          Option Agreement, notwithstanding the occurrence of a Change in
          Control.

13.       Effectiveness and Termination of the Plan.

     a.   The Plan shall become effective upon adoption by the
          Board of Directors.  The Plan shall be rescinded and all Options
          granted hereunder shall be null and void unless within 12 months
          from adoption of the Plan it shall have been approved by a vote
          of the holders of a majority of the issued and outstanding Common
          Stock present either in person or by proxy at a meeting duly held
          for such purpose.

     b.   The Plan shall terminate on the earliest to occur of:

          1.   the date when all the Common Stock available under
               the Plan shall have been acquired through the exercise of Options
               granted under the Plan;

          2.   December 31, 1998; or

          3.   such other date as the Board may determine.

14.       Governing  Law.  The provision of the  Plan  shall  be
construed, administered and enforced according to the laws of the
Commonwealth of Kentucky, without regard to its conflict  of  law
rules,  and  shall  be  construed in  such  a  fashion  that  all
Incentive  Options  shall  qualify as "Incentive  Stock  Options"
within the meaning of Section 422 of the Code.
<PAGE>
15.       Captions and Headings.  The captions and headings used
herein are for convenience only, shall not be deemed part of  the
Plan, and shall not in any way restrict or modify the context and
substance of any section or paragraph hereof.
<PAGE>

                              June 5, 1996



Pikeville National Corporation
208 North Mayo Trail
P.O. Box 2947
Pikeville, Kentucky  40501

          RE:  Third Restated Pikeville National Corporation 1989
          Stock Option Plan Form S-8 Registration Statement

Ladies and Gentlemen:

      We  have  acted  as  legal counsel  to  Pikeville  National
Corporation,   a   Kentucky  corporation  (the   "Company"),   in
connection  with  the  registration  by  the  Company  under  the
Securities Act of 1933 on the Form S-8 Registration Statement  to
which this opinion is Exhibit 5 (the "Registration Statement") of
additional  shares  of the Company's common  capital  stock,  par
value  $5.00  per  share (the "Common Stock"),  issuable  by  the
Company   pursuant  to  the  Third  Restated  Pikeville  National
Corporation  1989  Stock Option Plan, as  amended  to  date  (the
"Plan").

      We  have  examined and are familiar with  the  Articles  of
Incorporation,  as amended, and By-Laws of the Company,  and  the
various  corporate  records  and  proceedings  relating  to   the
organization  of  the Company and the proposed  issuance  of  the
Common  Stock.   We have also examined such other  documents  and
proceedings  as we have considered necessary for the  purpose  of
this opinion.

      Based  upon  the  foregoing, it is our  opinion  that  each
additional share of the Common Stock registered by means  of  the
Registration Statement, when issued pursuant to the Plan, will be
legally  issued and, provided that the consideration received  by
the  Company  for each such share of the Common Stock  equals  or
exceeds its par value, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

                              Sincerely,

                              GREENEBAUM DOLL & McDONALD PLLC


                              By: Nick Glancy
CCS/ddm
<PAGE>
                 CONSENT OF INDEPENDENT AUDITORS


We  hereby  consent  to the incorporation by  reference  in  this
Registration  Statement  on  Form  S-8  for  Pikeville   National
Corporation  of  our  report, dated  January  13,  1996,  on  the
consolidated   financial   statements   of   Pikeville   National
Corporation  which  appears in Pikeville  National  Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995.



                              Crowe, Chizek and Company, LLP
                              Crowe, Chizek and Company, LLP

South Bend, Indiana
June 3, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 41102}]
{"company-data": {"conformed-name": "PIKEVILLE NATIONAL CORP", "cik": "0000350852", "assigned-sic": "6021", "irs-number": "610979818", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05713", "film-number": "96579527"}, "business-address": {"street1": "208 NORTH MAYO TRAIL", "street2": "P O BOX 2947", "city": "PIKEVILLE", "state": "KY", "zip": "41502-2947", "phone": "6064321414"}, "mail-address": {"street1": "208 NORTH MAYO TRAIL", "street2": "PO BOX 2947", "city": "PIKEVILLE", "state": "KY", "zip": "41501"}}
As filed with the Securities and Exchange Commission on June 11, 1996
                                            Registration Statement No. 33-______

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       FORM S-8
                               REGISTRATION STATEMENT
                                         UNDER
                             THE SECURITIES ACT OF 1933

                           PIKEVILLE NATIONAL CORPORATION
              (Exact name of registrant as specified in its charter)

                   Kentucky                          61-0979818
        (state of other jurisdiction              I.R.S. Employer
             of incorporation or               Identification Number
                 organization)                             

                                   P.O. Box 2947
                               208 North Mayo Trail
                            Pikeville, Kentucky  41501
                     (Address of Principal Executive Offices)

               PIKEVILLE NATIONAL CORPORATION 1989 STOCK OPTION PLAN
                               (Additional Shares)
                            (Full Title of the plan)

   
                 BURLIN COLEMAN                        COPY TO:
              208 North Mayo Trail                         
           Pikeville, Kentucky  41501             NICHOLAS R. GLANCY
           (Name and address of agent         Greenebaum Doll & McDonald
                   for service)                           PLLC
                (606) 432-1414                 1400 Vine Center Tower
          (Telephone number, including        Lexington, Kentucky  40507
             area code, of agent for                       
                    service)

                        CALCULATION OF REGISTRATION FEE

Title of       Amount to    Proposed     Proposed        Amount of
securities     be           maximum      aggregate       registration
to be          registered   offering     offering        fee
registered                  price per    price*
                            share*
                                                    
Common         350,000      $21 3/4      $7,612,500.00   $2,625.00
Stock, par     shares                    
value $5.00
per share
*Estimated solely for the purpose of calculating the registration
fee.   This estimate has been calculated in accordance with  Rule
457(h) of the Securities Act of 1933, as amended, and is based on
the  average of the high and low prices per share as reported  on
the   National   Association  of  Securities  Dealers   Automated
Quotation/National Market System on June 5, 1996.
AVAILABLE INFORMATION

       Pikeville  National  Corporation  (the  "Company"  or  the
"Registrant") is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and  in accordance therewith files reports, proxy statements  and
other  information  with the Securities and  Exchange  Commission
(the  "Commission").   Such reports, proxy statements  and  other
information  filed  by  the Company with the  Commission  can  be
inspected   and   copied  at  the  public  reference   facilities
maintained  by  the  Commission at  Judiciary  Plaza,  450  Fifth
Street,  N.W.,  Room  1024, Washington, D.C.  20549  and  at  its
regional  offices  at Citicorp Center, 300 West  Madison  Street,
Chicago, Illinois 60661, and Seven World Trade Center, New  York,
New  York  10048.   Copies of such material can  be  obtained  at
prescribed  rates  from  the  Public  Reference  Section  of  the
Commission,  Room 1024, 450 Fifth Street, N.W., Washington,  D.C.
20549.  The  Company's  Common Stock is listed  on  the  National
Association  of  Securities Dealers Automated  Quotation/National
Market  System ("NASDAQ"), 1735 K Street, N.W., Washington,  D.C.
20006.  In addition, certain of such materials are also available
through  the Commission's Electronic Data Gathering and Retrieval
System ("EDGAR").

INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION  STATEMENT

     The Registrant has earlier filed a registration statement on
Form  S-8  (Registration No. 33-36165) relating to the  Pikeville
National   Corporation  1989  Stock  Option  Plan  (the  "Earlier
Registration Statement").  This Registration Statement  registers
additional shares for offering pursuant to such Plan.  Subject to
the  final  paragraph of Item 3 of Part IV of  this  Registration
Statement, the contents of the Earlier Registration Statement are
incorporated herein by reference.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The   following  documents  filed  by  Pikeville  National
Corporation  (the "Registrant") with the Securities and  Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934 are incorporated into this Registration Statement  by
reference:

     (a)       Registrant's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1995 (File No. 0-11129).

     (b)       All other reports filed by the Registrant pursuant to
               Section 13 or 15(d) of the Securities Exchange Act of 1934 since
               December 31, 1995.

     (c)       The description of Registrant's shares of Common Stock,
               par value $5.00 per share (the "Common Stock"), contained in the
               Registration Statement on Form 10 (File No. 0-11129) filed by the
               Registrant with the Commission, dated April 29, 1983, and all
               other amendments and reports filed for the purpose of updating
               such description prior to the termination of the offering of the
               Common Stock offered hereby.

      All  documents filed by the Registrant pursuant to  Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after  the date of this Registration Statement and prior  to  the
filing   of  a  post-effective  amendment  to  this  Registration
Statement which indicates that all securities offered hereby have
been  sold  or  which deregisters all securities  then  remaining
unsold,  shall be deemed to be incorporated by reference in  this
Registration  Statement and to be a part hereof from  the  filing
date of such documents.

     Any statement contained in this Registration Statement or in
a document incorporated by reference herein shall be deemed to be
modified   or   superseded  for  purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
the  original Section 10(a) prospectus (as regards any  statement
in  any  previously  filed  document  incorporated  by  reference
herein),  or a statement in any subsequently filed document  that
is  also incorporated by reference herein or a statement  in  any
subsequent Section 10(a) prospectus, modifies or supersedes  such
statement.   Any  such statement so modified or superseded  shall
not be deemed, except so as modified or superseded, to constitute
a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel.

     A member of Greenebaum Doll & McDonald PLLC who participated
in  the  preparation  of the Registration Statement  beneficially
owned  2,812 shares of Registrant's Common Stock as of March  31,
1996.  Greenebaum Doll & McDonald PLLC, Lexington, Kentucky,  has
rendered  the opinion as to the validity of the securities  being
registered hereunder.

Item 8.  Exhibits.

     See Exhibit Index.
Item 9.  Undertakings.

(a)  Rule 415 offerings.

     The undersigned Registrant hereby undertakes:

     (1)   To  file,  during any period in which  offers  or
           sales  are  being made, a post-effective  amendment  to
           this Registration Statement:

           (i)   To include any prospectus required  by
                 Section 10(a)(3) of the Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts
                 or  events arising after the effective date of the
                 Registration  Statement (or the most recent  post-
                 effective  amendment thereof) which,  individually
                 or  in  the  aggregate,  represent  a  fundamental
                 change  in  the  information  set  forth  in   the
                 Registration Statement;

           (iii) To include any material information
                 with  respect  to  the  plan of  distribution  not
                 previously disclosed in the Registration Statement
                 or  any material change to such information in the
                 Registration Statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply  if  the Registration Statement is on Form S-3 or Form  S-8
and  the  information required to be included in a post-effective
amendment  by  those paragraphs is contained in periodic  reports
filed  by  Registrant pursuant to Section 13 or Section 15(d)  of
the  Securities  Exchange Act of 1934 that  are  incorporated  by
reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability
          under  the  Securities  Act of 1933,  each  such  post-
          effective  amendment  shall  be  deemed  to  be  a  new
          Registration  Statement  relating  to  the   securities
          offered therein, and the offering of such securities at
          that  time shall be deemed to be the initial bona  fide
          offering thereof.

     (3)  To  remove from registration by means of a  post-
          effective   amendment  any  of  the  securities   being
          registered  which remain unsold at the  termination  of
          the offering.

(b)  Filings incorporating subsequent Exchange Act documents  by
     reference.

     The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each  filing  of Registrant's annual report pursuant  to  Section
13(a)  or 15(d) of the Exchange Act (and, where applicable,  each
filing  of  an employee benefit plan's annual report pursuant  to
Section  15(d)  of  the  Exchange Act) that  is  incorporated  by
reference in the Registration Statement shall be deemed to  be  a
new  registration  statement relating to the  securities  offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

(c)  Filing of Registration Statement on Form S-8.

     Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling persons of the Registrant pursuant to the  foregoing,
Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by  a
director,  officer  or controlling person of  Registrant  in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, Registrant will, unless  in
the  opinion  of  its  counsel the matter  has  been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all the requirements for filing on Form S-8
and  has duly caused this Registration Statement to be signed  on
its  behalf by the undersigned, thereunto duly authorized, in the
City of Pikeville, Commonwealth of Kentucky, on June 11, 1996.

                                   PIKEVILLE NATIONAL CORPORATION

                                   By:  Richard M. Levy
                                        Richard M. Levy
                                        Executive Vice President
                                        Principal Financial Officer

      KNOW  ALL  MEN  BY THESE PRESENTS, that each  person  whose
signature appears below constitutes and appoints Richard M. Levy,
with  full  power to act without the other, his or her  true  and
lawful   attorney-in-fact  and  agent,   with   full   power   of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and
all  amendments or post-effective amendments to this Registration
Statement,  and to file the same, with all exhibits thereto,  and
other documents in connection therewith, with the Securities  and
Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and  each of them, full power and authority  to  do  and
perform each and every act and thing requisite or necessary to be
done  in  and  about the premises, as fully to  all  intents  and
purposes  as  he  or  she might or could  do  in  person,  hereby
ratifying and confirming all that each such attorney-in-fact  and
agent, or his or her substitute, may lawfully do or cause  to  be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in their capacities and on the date indicated.

Name and Signature            Title                                   Date

Burlin Coleman                Director, Chairman of the Board      June 11, 1996
Burlin Coleman

Terry N. Coleman              Chief Executive Officer,             June 11, 1996
Terry N. Coleman              President and Director

Charles J. Baird              Director                             June 11, 1996
Charles J. Baird

Jean R. Hale                  Secretary and Director               June 11, 1996
Jean R. Hale
Nick A. Cooley                Director                             June 11, 1996
Nick A. Cooley

William A. Graham, Jr.        Director                             June 11, 1996
William A. Graham, Jr.

Brandt Mullins                Director                             June 11, 1996
Brandt Mullins

_______________________       Director                                    , 1996
M. Lynn Parrish

Ernest M. Rogers              Director                             June 11, 1996
Ernest M. Rogers

_______________________       Director                                    , 1996
Porter Welch
INDEX TO EXHIBITS

Exhibit                                               Sequentially Numbered Page

4.3        Pikeville National Corporation 1989 Stock Option Plan,       8
           as amended April 23, 1996

5          Opinion  of  Greenebaum  Doll  &  McDonald  PLLC            17

23.1       Consent  of  Greenebaum  Doll  &  McDonald  PLLC          ________
           (included in Exhibit 5)

23.2       Consent   of  Crowe,  Chizek  and  Company   LLP            18

24         Powers  of Attorney (included on Signatures  page         ________
           of this Registration Statement)
EXHIBIT 4.3

         THIRD RESTATED PIKEVILLE NATIONAL CORPORATION

                     1989 STOCK OPTION PLAN

1.        Purpose of Plan.  The purpose of the 1989 Stock Option
Plan   is   to  promote  the  interests  of  Pikeville   National
Corporation   (the   "Corporation")  and  its   stockholders   by
encouraging  key employees to acquire a proprietary  interest  in
the  Corporation, thereby increasing the personal  interests  and
special  efforts  of  such persons to achieve  sound  growth  and
profitability   for   the  Corporation   and   to   enhance   the
Corporation's  efforts  to  attract  and  retain  competent   key
employees.   An option granted under the Plan to an  Employee  to
purchase  shares  of the Corporation's Common  Stock  may  be  an
Incentive Option or a Non-Qualified Option.

2.        Definitions.   The following terms  when  used  herein
shall  have  the  meanings set forth below,  unless  a  different
meaning is plainly required by the context.

           Board.   The Board of Directors of Pikeville  National
           Corporation.

           Code.  The Internal Revenue Code of 1986 as it has
           been  and  may be amended from time to time.  Reference
           to  any section of the Code shall include any successor
           provision thereto.

           Common  Stock.   Shares  of  Pikeville  National
           Corporation $5.00 par value common stock and any  other
           shares  of  common stock from time to  time  authorized
           pursuant    to    the   Corporation's    Articles    of
           Incorporation.

           Compensation  and  Stock  Option  Committee   or
           Committee.   The Committee provided for  in  Section  8
           hereof.

           Corporation.  Pikeville National Corporation and,
           where    appropriate,   all   of   the    Corporation's
           subsidiaries (as that term is defined in Section 424(f)
           of  the Code) or any successor corporation thereto that
           has made provision for adoption of the Plan.

           Discharge for Cause.  A discharge as a result  of
           fraud,  misappropriation  of, or  intentional  material
           damage to, the property or business of the Corporation,
           or commission of a felony by the Employee.

           Employees.   Officers  and other  key  management
           personnel  of  the  Corporation, as determined  by  the
           Compensation  and Stock Option Committee from  time  to
           time.
Fair  Market Value.  The closing price of  Common
           Stock  on  the  date prior to the date  the  Option  is
           granted  or,  if there are no sales on such  date,  the
           closing  price on the last day prior thereto  on  which
           sales were made.

           Incentive Option.  An incentive stock  option  as
           defined  in  Section 422 of the Code, which  meets  the
           requirements  of Sections 6 and 7 hereof and  which  is
           designated as an Incentive Option.

           Non-Qualified Option.  An option that is  not  an
           Incentive Option.

           Option.   An  Incentive Option or a Non-Qualified
           Option granted to an Optionee pursuant to the Plan.

           Option Agreement.  A written agreement between the
           Corporation and an Optionee evidencing the granting  of
           an   Option   and   containing  terms  and   conditions
           concerning the exercise of the Option.

           Option Price.  The price to be paid for shares of
           Common  Stock being purchased pursuant to the  exercise
           of an Option.

           Optionee.   An Employee who has been  granted  an
           Option  or the personal representative, heir or legatee
           of  an Optionee who has the right to exercise an Option
           upon the death of an Optionee.

           Plan.   The  1989 Stock Option Plan provided  for
           herein, as it may be amended from time to time.

           Plan  Years.   The  Plan will be  effective  from
           January  1,  1989, through December 31, 1998,  for  the
           granting of available Options.

3.        Eligibility  and Participation.  Persons  eligible  to
receive Options under the Plan shall be Employees selected by the
Committee.  In determining the person(s) to whom Options shall be
granted,  the number of shares to be covered by each  Option  and
whether  the  Option  shall  be an Incentive  Option  or  a  Non-
Qualified  Option,  the  Committee shall take  into  account  the
duties  of  the  respective persons, their present and  potential
contribution to the success of the Corporation, their anticipated
number  of  years  of active service remaining,  and  such  other
factors as it deems relevant in connection with accomplishing the
purposes  of the Plan.  A person who has been granted  an  Option
may  be  granted an additional Option or Options as the Plan  and
Committee shall determine.

4.        Award  of  Options.   Those  Employees  approved   to
participate  in  the  Plan  will be granted  Options  based  upon
criteria  developed by the Committee.  However, in no  case  will
the  current value of the Common Stock covered by Options granted
each  year that are intended to be Incentive Options exceed  more
that  100%  of  the  Optionee's present base compensation  (i.e.,
annualized salary).  Options will be granted each year for up  to
10  years, commencing January 1, 1989, and ending on December 31,
1998.
5.        Shares  Subject to the Plan.  The stock to be  offered
under  the  Plan  shall  be the Common  Stock.   Subject  to  the
adjustments  provided  for in Section  9  hereof,  the  aggregate
number of shares of Common Stock to be delivered upon exercise of
all  Options granted under the Plan shall not exceed a  total  of
450,000  shares.   Shares of Common Stock  subject  to,  but  not
delivered under, an Option terminating or expiring for any reason
prior  to the exercise thereof in full, shall be deemed available
for Options thereafter granted during the term of the Plan.

6.        Terms and Conditions of Options.  All options  granted
hereunder shall be issued subject to the following  terms  and
conditions:

     a.   Options shall be granted only to Employees and, in the
          case of an Incentive Option, shall not be granted to any Employee
          who immediately after the granting of an Option under the Plan
          owns (within the meaning of Section 424(d) of the Code) more than
          10 percent of the issued and outstanding Common Stock unless such
          option is granted at 110 percent of the Fair Market Value of the
          Common Stock at the time of the grant of the Option.  For the
          purpose of this Section 6.a and Section 7.c hereof, an Employee
          is considered as owning all of the Common Stock owned by the
          Employee's brothers, sisters, spouse, ancestors and lineal
          descendants and the Optionee's pro-rata share of all Common Stock
          owned by corporations, partnerships, estates and trusts in which
          the Optionee has in interest.

     b.   The Option shall not be transferable by the Optionee
          otherwise  than by will or by the laws of  descent  and
          distribution, and shall be exercisable during the Optionee's
          lifetime only by the Optionee.

     c.   If the Optionee's employment with the Corporation shall
          terminate for any reason other than (1) death or permanent and
          total disability (as that term is defined in Section 22(e)(3) of
          the Code, and is hereinafter referred to as "Disability"), (2)
          Discharge for Cause, or (3)  as described in Section 6.e, the
          Option shall terminate three months after employment terminates
          (unless the Optionee dies during such period), or on the Option's
          expiration date, if earlier, and shall be exercisable during such
          period after termination of employment only with respect to the
          number of shares the Optionee was entitled to purchase on the day
          preceding the termination of employment, except that the
          Committee may, in specific cases and at its sole discretion,
          permit the exercise by an Optionee of all or part of the Options
          that were not exercisable on the date of termination of
          employment within the three-month period after employment
          terminates.  If the Optionee's employment shall terminate because
          of Discharge for Cause, the Option shall terminate at the time of
          such Discharge for Cause.

     d.   In the event of the Optionee's death or Disability
          while in the employ of the Corporation, or the Optionee's death
          within three months after the termination of the Optionee's
          employment, the Option shall terminate upon the earlier to occur
          of (1)  12 months after the date of the Optionee's death or
          Disability, (2)  the Option's expiration date, or (3)  such other
          date as shall be specified in the Option Agreement.  The Option
          shall be exercisable during such period after the Optionee's
          death or Disability with respect to the number of shares as to
which the Option shall have been exercisable on the date
          preceding the Optionee's death or Disability, as the case may be.

     e.   Except as provided below, in the event an Optionee who
          has been granted an Option under this Plan in conjunction with a
          special grant by the Board for management retention purposes, as
          described in the underlying Option Agreement, incurs  a
          termination of employment subsequent to a Change in Control (as
          described in Section 12 hereof), the Option so granted shall
          terminate three months after employment terminates (unless the
          Optionee dies during such period), or on the Option's expiration
          date, if earlier, and shall be exercisable during such period
          after termination of employment only with respect to the number
          of shares the Optionee is entitled to purchase on the day
          preceding the termination of employment; provided, that, if the
          Optionee's termination of employment is involuntary (other than a
          Discharge for Cause), or if the Optionee has a Change in Duties,
          or in the event of an Optionee's voluntary termination of
          employment following a Change in Duties, the Option shall
          continue in accordance with its terms and the Plan until its
          expiration date.  Any Option that continues beyond the date that
          is three months after the termination of employment shall be a
          Non-Qualified Option.  For purposes of this Section 6.e, a Change
          in Duties shall mean any one or more of the following:

          1.   a significant change in the nature or scope of the
               Employee's authorities or duties from those applicable to him
               immediately prior to the date on which a Change in Control
               occurs;

          2.   a reduction in the Employee's base annual salary
               from that provided to him immediately prior to the date on which
               a Change in Control occurs;

          3.   a diminution in the Employee's eligibility to
               participate in bonus, stock option, incentive award and other
               compensation plans which provide opportunities to receive
               compensation, from the greater of:

               *    the opportunities provided by
                    the    Corporation   for   executives    with
                    comparable duties; or

               *    the opportunities under  any
                    such  plans  under  which  the  Optionee  was
                    participating immediately prior to  the  date
                    on which a Change in Control occur;

          4.   a change in the location of the Employee's
               principal place of employment by the Corporation by more than 25
               miles from the location where the Optionee was principally
               employed immediately prior to the date on which a Change in
               Control occurs; or

          5.   a reasonable determination by the Board that, as a
               result of a Change in Control and a change in circumstances
               thereafter significantly affecting the Optionee's position, the
               Optionee is unable to exercise the authorities, powers, function
or duties attached to the Optionee's position immediately prior
               to the date on which a Change in Control occurs.

     f.   If the Option is an Incentive Option, the aggregate
          Fair Market Value (determined at the time the Incentive Option is
          granted) of the Common Stock that is the subject of the Option,
          with respect to which Options are exercisable for the first time
          by an Optionee during any calendar year under the Plan or any
          other plan of the Corporation, may not exceed $100,000.  Should
          an Option granted under the Plan which is intended to be an
          Incentive Option exceed such limitation, it shall be treated as
          an Incentive Option to the extent of the foregoing limitation and
          as a Non-Qualified Option to the extent of the excess.

     g.   The terms and conditions of each Incentive Option
          granted under the Plan to an Employee shall be interpreted in a
          manner consistent with Section 422 of the Code and with all
          regulations issued thereunder.

     h.   The Committee may, in its sole discretion, cause the
          Corporation to convert an Incentive Option to a Non-Qualified
          Option upon such terms and conditions and in such manner as the
          Committee deems equitable.

7.        Other  Terms and Conditions of Option Agreements.
The  Committee  shall have the power, subject to the  limitations
contained  in  the  Plan,  to  prescribe  additional  terms   and
conditions  in respect of the granting or exercise of any  Option
under  the  Plan and in particular shall prescribe the  following
terms  and  conditions, which shall be contained  in  the  Option
Agreement for such Option:

     a.   Whether the Option is an Incentive Option or a Non-
          Qualified Option.

     b.   The number of shares of Common Stock to which the
          Option pertains.

     c.   The exercise price of the Option, which shall not be
          less than 100 percent of the Fair Market Value of the Common
          Stock at the time of the grant of the Option, except as provided
          in Section 6.a hereof.

     d.   The term of the Option, which shall not exceed 10 years
          from the date on which the Option is granted, unless the Optionee
          owns more than 10 percent of the issued and outstanding Common
          Stock, in which case the term of an Incentive Option shall not
          exceed five (5) years.

     e.   The method by which or time when the Option may be
          exercised in whole or in part.

     f.   Whether the Option Price may be paid in whole or in
          part in shares of Common Stock then owned by the Optionee.

     g.   For a Non-Qualified Option, the provisions for the
          withholding of Federal, state and local income or other taxes
          that are due in connection with the exercise of the Non-Qualified
          Option.
8.        Administration of Plan.  The Plan shall be administered
by  the Compensation and Stock Option Committee consisting of  at
least three members of the Board and consisting of no persons who
are  not  members of the Board, none of whom has, during the  one
year  prior to service on the Committee, been granted or  awarded
Options  or  any  other  equity  securities  of  the  Corporation
pursuant  to  any  other plan except as allowed under  Rule  16b-
3(c)(2)(i)  of the Securities Exchange Act of 1934,  as  amended,
and  none  of whom shall be eligible to receive Options  while  a
member  of  the  Committee.  Members of the  Committee  shall  be
subject  to any additional restrictions necessary to satisfy  the
requirements for disinterested administration of the Plan as  set
forth in Rule 16b-3 as it may be amended from time to time.   All
decisions,  determinations and selections made by  the  Committee
pursuant  to  the provisions of the plan and applicable  existing
orders  or resolutions of the Board shall be final.  Each  Option
granted shall be evidenced by an Option Agreement containing such
terms  and  conditions as may be approved by  the  Committee  and
which shall not be inconsistent with the Plan and the orders  and
resolutions of the Board with respect thereto.

9.        Adjustments    Upon   Changes   in   Capitalization.
Notwithstanding the limitation set forth in Section 5 hereof,  in
the  event  of  a  merger, consolidation,  reorganization,  stock
dividend,  stock split or other change in corporate structure  or
capitalization  affecting the Common Stock, the  Committee  shall
make  an  appropriate adjustment in the maximum number of  shares
available  under  the Plan or to any one individual  and  in  the
number,  kind,  option  price, etc., of shares  of  Common  Stock
subject  to  Options granted under the Plan.  In the case  of  an
Incentive Option, any such adjustment shall be made so as not  to
constitute  a  modification, extension or renewal of  the  Option
within the meaning of Section 424(h) of the Code.

10.       Time  of Granting Options.  Nothing contained  in  the
Plan  or in any resolution adopted or to be adopted by the  Board
or by the stockholders of the Corporation, and no action taken by
the  Committee (other than granting of a specific Option),  shall
constitute the granting of an Option hereunder.  The granting  of
an  Option pursuant to the Plan shall take place on the date such
Option is approved by the Committee.

11.       Amendment   and  Discontinuance.    The   Board   may
discontinue,  amend, alter and suspend the  Plan,  but  may  not,
without  the  approval of the holders of a majority  of  all  the
issued  and outstanding Common Stock present either in person  or
by  proxy  at  a  meeting duly held for that  purpose,  make  any
alteration  or amendment thereof which operates (a)  to  withdraw
supervision of the administration of the Plan from the Committee,
(b)   to increase the total number of shares of Common Stock  for
which  Options may be granted under the Plan, except as resulting
from  the  operation  of Section 9 hereof,  (c)   to  extend  the
maximum  Option  period provided in Section 7.d hereof,  (d)   to
decrease the minimum Option Price provided in Section 7.c hereof,
or  (e)   to change the definition of "Employees" so as to  alter
the  class of employees eligible to receive Options.  Any  Option
that  is  outstanding under the Plan at the time of its amendment
shall  remain  in  effect  in  accordance  with  its  terms   and
conditions and those of the Plan as in effect when the Option was
granted.

12.       Acceleration  of Exercisability.   A  "Change  in
Control"  shall  be  deemed  to  occur  upon  (i)   a  merger  or
consolidation  of  the  Corporation with another  Corporation  in
which  the  Corporation is not the surviving  corporation  or  in
which the shareholders of the Corporation do not receive at least
50  percent of the outstanding voting securities of the surviving
corporation, (ii)  an exchange or sale of 50 percent or  more  of
the  Corporation's assets, or (iii)  50 percent or  more  of  the
outstanding voting securities of the Corporation being  acquired.
Upon  a Change in Control, the unexercisable portion of an Option
shall become exercisable by an Optionee, subject to the following
conditions:

     a.   If a Change in Control will result in a transfer of
          between 50 percent and 75 percent of the Corporation's voting
          securities or assets, the Compensation and Stock Option
          Committee, in its sole discretion, shall determine if the
          unexercisable portion of the Option shall become exercisable and
          the terms and conditions pursuant to which said Option may be
          exercised, including, but not by way of limitation, the time
          prior to the effective date of the Change in Control when the
          Options shall become exercisable.

     b.   If a Change in Control will result in a transfer of
          more than 75 percent of the Corporation's voting securities or
          assets, then and in such an event, the unexercisable portion of
          an Option shall automatically become immediately exercisable.

     c.   An Option awarded under the Plan in conjunction with a
          special grant by the Board for management retention purposes, as
          described in the underlying Option Agreement, shall continue to
          be exercisable only in accordance with the provisions of said
          Option Agreement, notwithstanding the occurrence of a Change in
          Control.

13.       Effectiveness and Termination of the Plan.

     a.   The Plan shall become effective upon adoption by the
          Board of Directors.  The Plan shall be rescinded and all Options
          granted hereunder shall be null and void unless within 12 months
          from adoption of the Plan it shall have been approved by a vote
          of the holders of a majority of the issued and outstanding Common
          Stock present either in person or by proxy at a meeting duly held
          for such purpose.

     b.   The Plan shall terminate on the earliest to occur of:

          1.   the date when all the Common Stock available under
               the Plan shall have been acquired through the exercise of Options
               granted under the Plan;

          2.   December 31, 1998; or

          3.   such other date as the Board may determine.

14.       Governing  Law.  The provision of the  Plan  shall  be
construed, administered and enforced according to the laws of the
Commonwealth of Kentucky, without regard to its conflict  of  law
rules,  and  shall  be  construed in  such  a  fashion  that  all
Incentive  Options  shall  qualify as "Incentive  Stock  Options"
within the meaning of Section 422 of the Code.
15.       Captions and Headings.  The captions and headings used
herein are for convenience only, shall not be deemed part of  the
Plan, and shall not in any way restrict or modify the context and
substance of any section or paragraph hereof.
June 5, 1996

Pikeville National Corporation
208 North Mayo Trail
P.O. Box 2947
Pikeville, Kentucky  40501

          RE:  Third Restated Pikeville National Corporation 1989
          Stock Option Plan Form S-8 Registration Statement

Ladies and Gentlemen:

      We  have  acted  as  legal counsel  to  Pikeville  National
Corporation,   a   Kentucky  corporation  (the   "Company"),   in
connection  with  the  registration  by  the  Company  under  the
Securities Act of 1933 on the Form S-8 Registration Statement  to
which this opinion is Exhibit 5 (the "Registration Statement") of
additional  shares  of the Company's common  capital  stock,  par
value  $5.00  per  share (the "Common Stock"),  issuable  by  the
Company   pursuant  to  the  Third  Restated  Pikeville  National
Corporation  1989  Stock Option Plan, as  amended  to  date  (the
"Plan").

      We  have  examined and are familiar with  the  Articles  of
Incorporation,  as amended, and By-Laws of the Company,  and  the
various  corporate  records  and  proceedings  relating  to   the
organization  of  the Company and the proposed  issuance  of  the
Common  Stock.   We have also examined such other  documents  and
proceedings  as we have considered necessary for the  purpose  of
this opinion.

      Based  upon  the  foregoing, it is our  opinion  that  each
additional share of the Common Stock registered by means  of  the
Registration Statement, when issued pursuant to the Plan, will be
legally  issued and, provided that the consideration received  by
the  Company  for each such share of the Common Stock  equals  or
exceeds its par value, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.

                              Sincerely,

                              GREENEBAUM DOLL & McDONALD PLLC

                              By: Nick Glancy
CCS/ddm
CONSENT OF INDEPENDENT AUDITORS

We  hereby  consent  to the incorporation by  reference  in  this
Registration  Statement  on  Form  S-8  for  Pikeville   National
Corporation  of  our  report, dated  January  13,  1996,  on  the
consolidated   financial   statements   of   Pikeville   National
Corporation  which  appears in Pikeville  National  Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995.

                              Crowe, Chizek and Company, LLP
                              Crowe, Chizek and Company, LLP

South Bend, Indiana
June 3, 1996