PART I

This  Registration Statement on Form S-8 is being  filed  by
the  CBT  Corporation Retirement, Savings and Profit Sharing
Plan (the "Plan") with respect to interests to be offered or
sold  pursuant  to  the Plan, and by  CBT  Corporation  (the
"Registrant")  with  respect to  750,000  shares  of  common
stock,  no  par  value per share ("Common  Stock"),  of  the
Registrant  which  may be acquired by  participants  in  the
Plan.

                           PART II

Item 3. Incorporation of Documents by Reference.

      The  following documents of the Registrant  heretofore
filed  with  the  Securities and  Exchange  Commission  (the
"Commission")   are   incorporated  in   this   Registration
Statement by reference:

          A.   The  Registrant's Annual Report on Form 10-K 
for the fiscal year ended December 31, 1993;

          B.   The Registrant's Quarterly Reports on Form 10-
Q for the quarters ended March 31, 1994 and June 30, 1994;

          C.   The Registrant's Current Reports on Form 8-K
dated January 10, 1994, April 29, 1994 and May 31, 1994.

          D.   The   description of the Common Stock of the
Registrant contained in a registration statement filed under
Section 12 of the   Securities Exchange Act of 1934, and any 
amendment or  report  filed for the purpose of updating such 
description.

      All  documents  subsequently filed by  the  Registrant
pursuant  to  Sections 13(a), 13(c), 14  and  15(d)  of  the
Securities  Exchange Act of 1934, prior to the filing  of  a
post-effective amendment which indicates that all securities
offered  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  part
hereof  from  the  date of filing of  such  documents.   Any
statement contained in a document incorporated or deemed  to
be  incorporated by reference is deemed to  be  modified  or
superseded  for purposes of this Registration  Statement  to
the   extent  that  a  statement  contained  in  any   other
subsequently filed document which also is or is deemed to be
incorporated  by  reference in this  Registration  Statement
modifies  or  supersedes such statement.  Any  statement  so
modified  or  superseded shall not be deemed, except  as  so
modified  or  superseded,  to  constitute  a  part  of  this
Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts of Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

       Article   XII   of  the  Registrant's   Articles   of
Incorporation, as amended, limits the liability of directors
of   the   Registrant  pursuant  to  the  Kentucky  Business
Corporation  Act.   Under this Article, directors  generally
will   be  personally  liable  to  the  Registrant  or   its
shareholders  for  monetary damages  only  for  transactions
involving  conflicts of interest or from  which  a  director
derives an improper personal benefit, intentional misconduct
or violations of law, and unlawful distributions.

     The Bylaws of the Registrant acknowledge the provisions
for   indemnification  set  out  in  the  Kentucky  Business
Corporation Act. The circumstances under which Kentucky  law
requires   or   permits  a  corporation  to  indemnify   its
directors, officers, employees and/or agents are  set  forth
at KRS 271B.8-500 et seq.

      Generally,  under KRS 271B8-500 et seq., a corporation
may  indemnify  an individual made a party to  a  proceeding
because  he is or was a director against liability  incurred
in the proceeding if (a) he conducted himself in good faith,
and  (b)  he reasonably believed: in the case of conduct  in
his official capacity with the corporation, that his conduct
was in its best interests; and, in all other cases, that his
conduct was at least not opposed to its best interests;  and
(c)  in  the  case  of any criminal proceeding,  he  had  no
reasonable cause to believe his conduct was unlawful.

      A  corporation  may not indemnify a director:  (a)  in
connection  with  a proceeding by or in  the  right  of  the
corporation in which the director was adjudged liable to the
corporation; or (b) in connection with any other  proceeding
charging  improper personal benefit to him, whether  or  not
involving action in his official capacity, in which  he  was
adjudged  liable  on  the basis that  personal  benefit  was
improperly received by him.

       Indemnification  permitted  in  connection   with   a
proceeding by or in the right of the corporation is  limited
to  reasonable  expenses  incurred in  connection  with  the
proceeding.

      In  addition, the Registrant maintains directors'  and
officers'  liability insurance covering certain  liabilities
which  may be incurred by the directors and officers of  the
Registrant  in  connection  with the  performance  of  their
duties.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

      The  exhibits listed on the Exhibit Index attached  at
page  8  of this Registration Statement are incorporated  by
reference herein.

      The  Registrant undertakes that it will submit or  has
submitted the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and has made or will make
all  changes  required by the IRS in order  to  qualify  the
Plan.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes that,
for   purposes  of  determining  any  liability  under   the
Securities  Act  of  1933, each filing of  the  Registrant's
annual report pursuant to section 13(a) or section 15(d)  of
the Securities Exchange Act of 1934 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.

      (b)  Insofar as indemnification for liabilities arises
under  the  Securities  Act  of 1933  may  be  permitted  to
directors  or  officers  and  controlling  persons  of   the
Registrant   pursuant  to  the  foregoing   provisions,   or
otherwise,  the  Registrant has been  advised  that  in  the
opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the
Act  and is, therefore, unenforceable.  In the event that  a
claim  for  indemnification against such liabilities  (other
than  the payment by the Registrant of expenses incurred  or
paid  by a director, officer, or controlling person  of  the
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,  the 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 Act and will be  governed
by the final adjudication of such issue.

     (c)  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 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.

           (2)   that,  for  the purpose of determining  any
liability under the Securities Act, 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.
                SIGNATURES AND POWER OF ATTORNEY

      The Registrant.   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
Paducah, Commonwealth of Kentucky, on October 26, 1994.

                                        CBT CORPORATION


                                        By: /s/ William J. Jones
                                        William J. Jones,President 
                                          and Chief Executive Officer


           KNOW ALL MEN BY THESE PRESENTS, that each of  the
undersigned  whose signature appears below  constitutes  and
appoints  William J. Jones and John E. Sircy,  and  each  of
them  (with  full power of each of them to act  alone),  his
true and lawful attorneys-in-fact  and  agents,   with  full 
power of  substitution and resubstitution for him and on his  
behalf, and in  his name,place  and  stead,  in any  and all 
capacities  to  execute  and  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 attorney-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 might or could  do  in person,  
hereby ratifying and confirming all that said attorney-in-fact 
and agents or  any  of  them  or  their  of  his substitute or  
substitutes,  may lawfully  do  or cause to be done by virtue 
hereof  and  the Registrant hereby confers like  authority on  
its behalf.

          Pursuant to the requirements of the Securities Act
of 1933, the Registration Statement has been signed below by
the   following   persons   on   October  26,  1994  in  the
capacities indicated.


          Signature                     Title



/s/ William J. Jones               President, ChiefExecutive
William J. Jones                   Officer and Director
                                   (Principal Executive Officer)




/s/ John E. Sircy                   Executive Vice President and
John E. Sircy                       Chief Operations Officer
                                    (Principal Financial and
                                     Accounting Officer)

/s/ Irving P. Bright, Jr.
Irving P. Bright, Jr.                Director


/s/ John Burman
John Burman                          Director


/s/ Patrick J. Cvengros
Patrick J. Cvengros                  Director


/s/ William H. Dyer
William H. Dyer                      Director


/s/ Louis A. Haas
Louis A. Haas                        Director


/s/ Joe Tom Haltom
Joe Tom Haltom                       Director


/s/ Kerry Harvey
Kerry Harvey                         Director


/s/  F. Donald Higdon
F. Donald Higdon                     Director


/s/ Ted Kinsey
Ted Kinsey                           Director


/s/ Louis M. Michelson
Louis M. Michelson                   Director


/s/ Bill B. Morgan
Bill B. Morgan                       Director


___________________
Louis D. Myre, M.D.                  Director


/s/ David M. Paxton
David M. Paxton                      Director


___________________
Robert P. Petter                     Director


/s/ Joseph A. Powell
Joseph A. Powell                     Director


/s/ William A. Usher
William A. Usher                     Director


      The  Plan.    Pursuant  to  the  requirements  of  the
Securities  Act  of  1933, the Plan  has  duly  caused  this
Registration  Statement to be signed on its  behalf  by  the
undersigned,  thereunto  duly  authorized  in  the  City  of
Paducah, Commonwealth of Kentucky, on October 26, 1994.


           CBT CORPORATION RETIREMENT, SAVINGS AND
                     PROFIT SHARING PLAN


                                   By /s/ William J. Jones
                                   William J. Jones, Committee Member


           KNOW ALL MEN BY THESE PRESENTS, that each of  the
undersigned  whose signature appears below  constitutes  and
appoints William J. Jones and  John E. Sircy,  and  each  of
them (with  full power of each of  them to act  alone),  his
true and lawful attorneys-in-fact and agents, with full power 
of substitution and resubstitution for him and on his behalf, 
and in his name, place and stead, in any and  all  capacities 
to execute and 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  attorney-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 might or could do  in person, hereby ratifying 
and confirming all that  said  attorney-in-fact and agents or 
any of them or their of  his  substitute  or substitutes, may 
lawfully  do  or  cause  to  be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.


                       /s/William J. Jones
                       William J. Jones, Committee Member

                       /s/ John E. Sircy
                       John E. Sircy, Committee Member

                       /s/ Lois J. Swain
                       Lois J. Swain, Committee Member

                       /s/ Rita Johnson
                       Rita Johnson, Committee Member

                              
                       CBT CORPORATION
                              
                          FORM S-8
                   REGISTRATION STATEMENT
                              
                              
                        EXHIBIT INDEX

     4(a) Articles  of  Incorporation  of the Corporation, as
amended, are   incorporated  by reference to Exhibit 4 of the
Report on form 10-Q for the quarter ended June 30, 1994.

     4(b) Bylaws  of  the  Corporation   are  incorporated by
reference to Exhibit 3 of Registration Statement on Form S-14
of the Corporation (File No. 2-83583).

     (23) Consent  of Deloitte & Touche,  independent auditors
for the Registrant.

     (24) Powers  of Attorney, included on the signature pages 
to this Registration Statement.


                           EXHIBIT 23

                 INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration 
Statement of CBT Corporation on Form S-8 of the report of Deloitte
& Touche dated January 28, 1994, incorporated by  reference in the
Annual Report on Form 10-K of CBT Corporation for the  year  ended 
December 31, 1993.

/s/ Deloitte & Touche
Deloitte & Touche 
Louisville, Kentucky
November 1, 1994
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15388}]
{"company-data": {"conformed-name": "CBT CORP /KY/", "cik": "0000719227", "assigned-sic": "6022", "irs-number": "611030727", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56305", "film-number": "94557475"}, "business-address": {"street1": "333 BROADWAY", "street2": "P O BOX 2400", "city": "PADUCAH", "state": "KY", "zip": "42001", "phone": "5025755100"}}
PART I

This  Registration Statement on Form S-8 is being  filed  by
the  CBT  Corporation Retirement, Savings and Profit Sharing
Plan (the "Plan") with respect to interests to be offered or
sold  pursuant  to  the Plan, and by  CBT  Corporation  (the
"Registrant")  with  respect to  750,000  shares  of  common
stock,  no  par  value per share ("Common  Stock"),  of  the
Registrant  which  may be acquired by  participants  in  the
Plan.

                           PART II

Item 3. Incorporation of Documents by Reference.

      The  following documents of the Registrant  heretofore
filed  with  the  Securities and  Exchange  Commission  (the
"Commission")   are   incorporated  in   this   Registration
Statement by reference:

          A.   The  Registrant's Annual Report on Form 10-K 
for the fiscal year ended December 31, 1993;

          B.   The Registrant's Quarterly Reports on Form 10-
Q for the quarters ended March 31, 1994 and June 30, 1994;

          C.   The Registrant's Current Reports on Form 8-K
dated January 10, 1994, April 29, 1994 and May 31, 1994.

          D.   The   description of the Common Stock of the
Registrant contained in a registration statement filed under
Section 12 of the   Securities Exchange Act of 1934, and any 
amendment or  report  filed for the purpose of updating such 
description.

      All  documents  subsequently filed by  the  Registrant
pursuant  to  Sections 13(a), 13(c), 14  and  15(d)  of  the
Securities  Exchange Act of 1934, prior to the filing  of  a
post-effective amendment which indicates that all securities
offered  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  part
hereof  from  the  date of filing of  such  documents.   Any
statement contained in a document incorporated or deemed  to
be  incorporated by reference is deemed to  be  modified  or
superseded  for purposes of this Registration  Statement  to
the   extent  that  a  statement  contained  in  any   other
subsequently filed document which also is or is deemed to be
incorporated  by  reference in this  Registration  Statement
modifies  or  supersedes such statement.  Any  statement  so
modified  or  superseded shall not be deemed, except  as  so
modified  or  superseded,  to  constitute  a  part  of  this
Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts of Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

       Article   XII   of  the  Registrant's   Articles   of
Incorporation, as amended, limits the liability of directors
of   the   Registrant  pursuant  to  the  Kentucky  Business
Corporation  Act.   Under this Article, directors  generally
will   be  personally  liable  to  the  Registrant  or   its
shareholders  for  monetary damages  only  for  transactions
involving  conflicts of interest or from  which  a  director
derives an improper personal benefit, intentional misconduct
or violations of law, and unlawful distributions.

     The Bylaws of the Registrant acknowledge the provisions
for   indemnification  set  out  in  the  Kentucky  Business
Corporation Act. The circumstances under which Kentucky  law
requires   or   permits  a  corporation  to  indemnify   its
directors, officers, employees and/or agents are  set  forth
at KRS 271B.8-500 et seq.

      Generally,  under KRS 271B8-500 et seq., a corporation
may  indemnify  an individual made a party to  a  proceeding
because  he is or was a director against liability  incurred
in the proceeding if (a) he conducted himself in good faith,
and  (b)  he reasonably believed: in the case of conduct  in
his official capacity with the corporation, that his conduct
was in its best interests; and, in all other cases, that his
conduct was at least not opposed to its best interests;  and
(c)  in  the  case  of any criminal proceeding,  he  had  no
reasonable cause to believe his conduct was unlawful.

      A  corporation  may not indemnify a director:  (a)  in
connection  with  a proceeding by or in  the  right  of  the
corporation in which the director was adjudged liable to the
corporation; or (b) in connection with any other  proceeding
charging  improper personal benefit to him, whether  or  not
involving action in his official capacity, in which  he  was
adjudged  liable  on  the basis that  personal  benefit  was
improperly received by him.

       Indemnification  permitted  in  connection   with   a
proceeding by or in the right of the corporation is  limited
to  reasonable  expenses  incurred in  connection  with  the
proceeding.

      In  addition, the Registrant maintains directors'  and
officers'  liability insurance covering certain  liabilities
which  may be incurred by the directors and officers of  the
Registrant  in  connection  with the  performance  of  their
duties.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

      The  exhibits listed on the Exhibit Index attached  at
page  8  of this Registration Statement are incorporated  by
reference herein.

      The  Registrant undertakes that it will submit or  has
submitted the Plan and any amendment thereto to the Internal
Revenue Service in a timely manner and has made or will make
all  changes  required by the IRS in order  to  qualify  the
Plan.

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes that,
for   purposes  of  determining  any  liability  under   the
Securities  Act  of  1933, each filing of  the  Registrant's
annual report pursuant to section 13(a) or section 15(d)  of
the Securities Exchange Act of 1934 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.

      (b)  Insofar as indemnification for liabilities arises
under  the  Securities  Act  of 1933  may  be  permitted  to
directors  or  officers  and  controlling  persons  of   the
Registrant   pursuant  to  the  foregoing   provisions,   or
otherwise,  the  Registrant has been  advised  that  in  the
opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the
Act  and is, therefore, unenforceable.  In the event that  a
claim  for  indemnification against such liabilities  (other
than  the payment by the Registrant of expenses incurred  or
paid  by a director, officer, or controlling person  of  the
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,  the 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 Act and will be  governed
by the final adjudication of such issue.

     (c)  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 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.

           (2)   that,  for  the purpose of determining  any
liability under the Securities Act, 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.
                SIGNATURES AND POWER OF ATTORNEY

      The Registrant.   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
Paducah, Commonwealth of Kentucky, on October 26, 1994.

                                        CBT CORPORATION

                                        By: /s/ William J. Jones
                                        William J. Jones,President 
                                          and Chief Executive Officer

           KNOW ALL MEN BY THESE PRESENTS, that each of  the
undersigned  whose signature appears below  constitutes  and
appoints  William J. Jones and John E. Sircy,  and  each  of
them  (with  full power of each of them to act  alone),  his
true and lawful attorneys-in-fact  and  agents,   with  full 
power of  substitution and resubstitution for him and on his  
behalf, and in  his name,place  and  stead,  in any  and all 
capacities  to  execute  and  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 attorney-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 might or could  do  in person,  
hereby ratifying and confirming all that said attorney-in-fact 
and agents or  any  of  them  or  their  of  his substitute or  
substitutes,  may lawfully  do  or cause to be done by virtue 
hereof  and  the Registrant hereby confers like  authority on  
its behalf.

          Pursuant to the requirements of the Securities Act
of 1933, the Registration Statement has been signed below by
the   following   persons   on   October  26,  1994  in  the
capacities indicated.

          Signature                     Title

/s/ William J. Jones               President, ChiefExecutive
William J. Jones                   Officer and Director
                                   (Principal Executive Officer)

/s/ John E. Sircy                   Executive Vice President and
John E. Sircy                       Chief Operations Officer
                                    (Principal Financial and
                                     Accounting Officer)

/s/ Irving P. Bright, Jr.
Irving P. Bright, Jr.                Director

/s/ John Burman
John Burman                          Director

/s/ Patrick J. Cvengros
Patrick J. Cvengros                  Director

/s/ William H. Dyer
William H. Dyer                      Director

/s/ Louis A. Haas
Louis A. Haas                        Director

/s/ Joe Tom Haltom
Joe Tom Haltom                       Director

/s/ Kerry Harvey
Kerry Harvey                         Director

/s/  F. Donald Higdon
F. Donald Higdon                     Director

/s/ Ted Kinsey
Ted Kinsey                           Director

/s/ Louis M. Michelson
Louis M. Michelson                   Director

/s/ Bill B. Morgan
Bill B. Morgan                       Director

___________________
Louis D. Myre, M.D.                  Director

/s/ David M. Paxton
David M. Paxton                      Director

___________________
Robert P. Petter                     Director

/s/ Joseph A. Powell
Joseph A. Powell                     Director

/s/ William A. Usher
William A. Usher                     Director

      The  Plan.    Pursuant  to  the  requirements  of  the
Securities  Act  of  1933, the Plan  has  duly  caused  this
Registration  Statement to be signed on its  behalf  by  the
undersigned,  thereunto  duly  authorized  in  the  City  of
Paducah, Commonwealth of Kentucky, on October 26, 1994.

           CBT CORPORATION RETIREMENT, SAVINGS AND
                     PROFIT SHARING PLAN

                                   By /s/ William J. Jones
                                   William J. Jones, Committee Member

           KNOW ALL MEN BY THESE PRESENTS, that each of  the
undersigned  whose signature appears below  constitutes  and
appoints William J. Jones and  John E. Sircy,  and  each  of
them (with  full power of each of  them to act  alone),  his
true and lawful attorneys-in-fact and agents, with full power 
of substitution and resubstitution for him and on his behalf, 
and in his name, place and stead, in any and  all  capacities 
to execute and 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  attorney-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 might or could do  in person, hereby ratifying 
and confirming all that  said  attorney-in-fact and agents or 
any of them or their of  his  substitute  or substitutes, may 
lawfully  do  or  cause  to  be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

                       /s/William J. Jones
                       William J. Jones, Committee Member

                       /s/ John E. Sircy
                       John E. Sircy, Committee Member

                       /s/ Lois J. Swain
                       Lois J. Swain, Committee Member

                       /s/ Rita Johnson
                       Rita Johnson, Committee Member

                              
                       CBT CORPORATION
                              
                          FORM S-8
                   REGISTRATION STATEMENT
                              
                              
                        EXHIBIT INDEX

     4(a) Articles  of  Incorporation  of the Corporation, as
amended, are   incorporated  by reference to Exhibit 4 of the
Report on form 10-Q for the quarter ended June 30, 1994.

     4(b) Bylaws  of  the  Corporation   are  incorporated by
reference to Exhibit 3 of Registration Statement on Form S-14
of the Corporation (File No. 2-83583).

     (23) Consent  of Deloitte & Touche,  independent auditors
for the Registrant.

     (24) Powers  of Attorney, included on the signature pages 
to this Registration Statement.

                           EXHIBIT 23

                 INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration 
Statement of CBT Corporation on Form S-8 of the report of Deloitte
& Touche dated January 28, 1994, incorporated by  reference in the
Annual Report on Form 10-K of CBT Corporation for the  year  ended 
December 31, 1993.

/s/ Deloitte & Touche
Deloitte & Touche 
Louisville, Kentucky
November 1, 1994