ONE VALLEY BANCORP OF WEST VIRGINIA INC, DEF 14A, 1994-03-23

ONE VALLEY BANCORP OF WEST VIRGINIA INC
DEF 14A, 1994-03-23
STATE COMMERCIAL BANKS

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the registrant (x)
Filed by a party other than the registrant ( )
Check the appropriate box:
( ) Preliminary proxy statement
(x) Definitive proxy statement
( ) Definitive additional materials
( ) Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
(Name of Registrant as Specified in Its Charter)

________________________Merrell S. McIlwain, II______________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
(x) $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
____________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
____________________________________________________________________

(3) Per unit price other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1
____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

____________________________________________________________________

(2) Form, schedule or registration statement no.:

____________________________________________________________________

(3) Filing party:

____________________________________________________________________

(4) Date filed:

____________________________________________________________________

____________

(1)Set forth the amount on which the filing fee is calculated and state how
it was determined.

ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
Charleston, West Virginia

NOTICE OF REGULAR ANNUAL MEETING OF SHAREHOLDERS
To be held April 26, 1994

To the Shareholders:

The Regular Annual Meeting of Shareholders of One Valley
Bancorp of West Virginia, Inc. ("One
Valley"), will be held at the Charleston Town Center Marriott, 200 Lee
Street, East, in Charleston,
West Virginia, at 10:00 a.m. on Tuesday, April 26, 1994, for the
purpose of considering and voting upon
proposals:

1. To elect ten directors - eight to serve for a term of three
years, one to serve for a term of two
years, and one to serve for a term of one year, and until their
successors are chosen and qualify.

2. To approve an amendment to the Bylaws to increase the maximum
number of One Valley's
directors from 27 to 33.

3. To approve the appointment by the Board of Directors of Ernst
& Young as independent Certified
Public Accountants for the year 1994.

4. To transact such other business as may properly be
brought before the meeting or any adjournment thereof.

Only those shareholders of record at the close of business on
March 8, 1994, are entitled to notice of
the meeting and to vote at the meeting. We hope that you will attend
this meeting.

By Order of the Board of Directors
J. Holmes Morrison
President

PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL
MEETING.

March 23, 1994

ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
ONE VALLEY SQUARE
CHARLESTON, WEST VIRGINIA

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 26, 1994

This statement is furnished in connection with the
solicitation of proxies for use at the Annual Meeting
of Shareholders of One Valley Bancorp of West Virginia, Inc. ("One
Valley"), to be held on Tuesday, April
26, 1994, at the time and for the purposes set forth in the
accompanying Notice of Regular Annual Meeting
of Shareholders. The approximate date on which this Proxy Statement
and the form of proxy are to be first
mailed to shareholders is March 23, 1994. The mailing address of the
principal executive offices of One
Valley is P. O. Box 1793, Charleston, West Virginia, 25326.

Solicitation of Proxies
The solicitation of proxies is made by management at the
direction of the Board of Directors of One
Valley. These proxies enable shareholders to vote on all matters
which are scheduled to come before the
meeting. If the enclosed proxy is signed and returned, it will be
voted as directed; or if not directed, the
proxy will be voted "FOR" the election of the ten management nominees
as directors for the terms
specified, "FOR" the approval of an amendment to the Bylaws to
increase the maximum number of
directors from 27 to 33, and "FOR" the approval of the appointment of
Ernst & Young as independent
Certified Public Accountants. A shareholder executing the proxy may
revoke it at any time before it is
voted by notifying One Valley in person, by giving written notice to
One Valley of the revocation of the
proxy, by submitting to One Valley a subsequently dated proxy, or by
attending the meeting and
withdrawing the proxy before it is voted at the meeting.

The expense for the solicitation of proxies will be paid by
One Valley. In addition to this solicitation
by mail, officers and regular employees of One Valley and its
subsidiaries may, to a limited extent, solicit
proxies personally or by telephone or telegraph. In addition,
Georgeson & Company Inc. will be engaged as
proxy solicitation agent pursuant to an agreement which provides that
One Valley will pay Georgeson &
Company Inc. $10,000 plus expenses. It is anticipated that pursuant
to that agreement Georgeson &
Company Inc. will primarily solicit brokers, banks and other
institutional holders to ensure that proxies are
returned in a timely manner. One Valley is not aware of any person
who intends to oppose the action
proposed by management to be taken at the Annual Meeting. Because
proposal number 2 (increasing the
maximum size of the board) must be approved by the holders of at least
80% of the outstanding shares of
One Valley's common stock, management has engaged an independent
solicitation firm.

Eligibility of Stock for Voting Purposes
Pursuant to the Bylaws of One Valley, the Board of Directors
has fixed March 8, 1994, as the record
date for the purpose of determining the shareholders entitled to
notice of, and to vote at, the meeting or any
adjournment thereof, and only shareholders of record at the close of
business on that date are entitled to
notice of and to vote at the Annual Meeting of Shareholders or any
adjournment thereof.

As of the record date for the Annual Meeting, 17,255,784
shares of the common stock with a par value
of Ten Dollars ($10.00) per share ("One Valley Common Stock") of One
Valley were issued and
outstanding and entitled to vote. One Valley's subsidiary banks hold
of record as trustee, co-trustee,
executor or co-executor, but not beneficially, 3,095,827 shares of
stock representing 17.94% of the shares
of One Valley outstanding. Of these shares, the banks hold 2,673,411
shares as co-trustee or co-executor
and 422,396 shares as sole trustee or sole executor (other principal
holders of One Valley's stock are
discussed under "Principal Holders of Securities"). The 2,673,411
shares held as co-trustee or co-executor
are voted by the individual co-trustee(s) or co-executor(s) and not by
the banks. Of the remaining 422,396
shares held by the banks as sole trustee or sole executor, 372,423
shares (or 2.16% of the total shares
outstanding) will be voted by the banks, as trustee or executor, "FOR"
the election of the ten management
nominees as directors, "FOR" the approval of an amendment to the
Bylaws to increase the maximum
number of directors of One Valley, and "FOR" the approval of the
appointment of Ernst & Young as
independent Certified Public Accountants. The remaining 49,973 shares
are held by the banks as sole
trustee or sole executor in personal trust and self-directed employee
benefit accounts and will be voted by the
banks at the direction of the grantor, settlor or beneficiary of those
accounts.

PURPOSE OF MEETING

1. ELECTION OF DIRECTORS

The Bylaws of One Valley currently provide that the Board of
Directors shall consist of not fewer than
six nor more than 27 members, the exact number of directors within
these minimum and maximum limits
to be fixed and determined by resolution of a majority of the Board of
Directors. There are presently 27
directors on the Board; and, at a meeting held February 16, 1994, the
Board fixed at 27 the number of
directors to constitute the full Board of Directors of One Valley
effective April 26, 1994.

One Valley's Articles of Incorporation authorize
classification of the Board of Directors into three
classes, each of which serves for three years, with one class being
elected each year. Pursuant to this
arrangement, eight nominees have been nominated for three-year terms,
one nominee has been nominated
for a two-year term, and one nominee has been nominated for a one-year
term, and until their successors are
chosen and qualify. This will result in a Board composed of three
classes with nine directors in the class of
1995, ten directors in the class of 1996, and eight directors in the
class of 1997.

Management Nominees to the Board of One Valley

Unless otherwise directed, the proxies will be voted "FOR" the
election of the following ten directors
to serve for terms expiring at the Annual Meeting of Shareholders in
the years indicated in the table below,
and until their successors are chosen and qualify. If proposal number
2 is adopted, then One Valley will
elect C. Michael Blair and Brent D. Robinson to the Board of Directors
for terms to expire at the 1995
Annual Meeting of Shareholders. (For a more complete discussion, see
the section of this Proxy Statement
captioned "Purpose of Meeting - Proposal to Approve an Increase in the
Maximum Number of Directors.")
The nominees have broad executive experience in a wide variety of
businesses and are all currently members
of the Board. Mr. Highland, who has served as a director or officer
of Mountaineer Bankshares of W.Va.,
Inc. ("Mountaineer") or one of its subsidiaries since 1949, and Mr.
Rice, who has served as a director or
officer of Mountaineer or one of its subsidiaries since 1961, were
elected to the Board in January, 1994, for
terms expiring at the 1994 Annual Meeting.

<TABLE>
Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years

<S> <C> <C> <C> <C> <C>
John T. Chambers 70 1981 None 1996 Commercial Realtor; Presi-
dent-Ravenswood Land
Co. and Mt. Alpha
Development Co., Charles-
ton, WV

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years

Cecil B. Highland, Jr. 75 (1) None 1997 Vice Chairman - Board of
Directors, Mountaineer
Bankshares of W.Va.,
Inc.; Chairman of the
Board and Chief Executive
Officer -The Empire
National Bank of
Clarksburg, Clarksburg,
WV; President and General
Manager - Clarksburg
Publishing Co.,
Clarksburg, WV.

Robert E. Kamm, Jr. 42 1987 None 1997 President and Chief
Executive Officer-One
Valley Bank of
Summersville, Inc.,
Summersville, WV

David E. Lowe 52 1993 None 1997 1993-President and Chief
Executive Officer-
Chesapeake and Potomac
Telephone Company of
West Virginia,
Charleston, WV; 1990 to
1993, Vice President,
Chesapeake and Potomac
Telephone Company of
Virginia, Richmond, VA;
1988 to 1990, Assistant
Vice President, Bell
Atlantic, Arlington, VA

Edward H. Maier 50 1983 None 1997 President - General
Corporation, Charleston,
WV (Real Estate
Investment, Natural Gas
Production, Warehousing)

Angus E. Peyton (2) 67 1981 None 1997 Attorney-Brown and
Peyton, Charleston, WV

Lacy I. Rice, Jr. 62 (3) None 1997 Chairman of the Board,
Chief Executive Officer
and Director - Mountaineer
Bankshares of W.Va.,
Inc.; Chairman of the
Board - Old National
Bank, Martinsburg, WV;
Partner - Bowles, Rice,
McDavid, Graff & Love
Law Firm.

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years

Richard B. Walker 55 1991 None 1997 Chairman of the Board and
Chief Executive Officer-
Cecil I. Walker Machinery

H. Bernard Wehrle, III 42 1991 None 1995 President-McJunkin
Corporation; Charleston,
WV (Steel Fabricators)

Thomas D. Wilkerson 65 1981 None 1997 General Agent-North-
western Mutual Life
Insurance Company,
Charleston, WV

Directors Continuing to Serve Unexpired Terms

The following Directors will continue to serve until the expiration of their terms:

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years

Phyllis H. Arnold 45 1993 None 1996 1991 to present - President
and Chief Executive
Officer - One Valley Bank,
National Association;
formerly Executive Vice
President - One Valley
Bank, National
Association, Charleston,
WV

Charles M. Avampato 55 1984 None 1996 President-Clay Found-
ation, Inc., Charleston,
WV (Charitable
Foundation)

Robert F. Baronner 67 1981 None 1995 Chairman of the Board-
One Valley Bancorp of
West Virginia, Inc.,
Charleston, WV; formerly
President and Chief
Executive Officer-One
Valley Bancorp of West
Virginia, Inc., Charleston,
WV

James K. Brown 64 1981 None 1995 Attorney - Jackson &
Kelly, Charleston, WV

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years

Nelle Ratrie Chilton 54 1989 (4) 1995 Director and Vice
President - Dickinson Fuel
Co., Inc., Charleston,
WV; TerraCo., Inc.,
Charleston, WV; Terra-
Care, Inc., Terra Salis,
Inc., TerraSod, Inc.,
Malden, WV
(Landscaping)

Ray M. Evans, Jr. 52 1984 (5) 1995 President-Dickinson Co.,
and Quincy Coal Co.,
Charleston, WV

James Gabriel 63 1993 None 1996 President and Chief
Executive Officer - Gabriel
Brothers, Inc. (Retail
Sales)

Phillip H. Goodwin 53 1989 None 1995 President-CAMCARE and
Charleston Area Medical
Center, Charleston, WV

Thomas E. Goodwin 64 1985 None 1996 Chairman of the Board -
One Valley Bank of
Ronceverte, National
Association, Ronceverte,
WV

John D. Lynch 53 1986 None 1996 Vice President-Davis
Lynch Glass Company,
Star City, WV

J. Holmes Morrison 53 1990 None 1995 1991 to present-President
and Chief Executive
Officer-One Valley
Bancorp of West Virginia,
Inc.; formerly Executive
Vice President-One Valley
Bancorp of West Virginia,
Inc.; President and Chief
Executive Officer-One
Valley Bank, National
Association, Charleston,
WV

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years

Charles R.
Neighborgall, III 52 1987 None 1996 President - The
Neighborgall Construction
Company, Huntington,
WV (General Contractors)

Robert O. Orders, Sr. 68 1989 None 1995 Chief Executive Officer-
Orders Construction Co.,
St. Albans, WV

John L. D. Payne 55 1981 (5) 1995 President - Payne-Gallatin
Mining Co., Charleston,
WV

James W. Thompson 66 1983 None 1996 President and Chairman of
the Board-One Valley
Bank of Mercer County,
Inc., Princeton, WV

J. Lee Van Metre, Jr. 56 1986 None 1996 Attorney-Steptoe &
Johnson; Secretary of the
Board-One Valley Bank of
Martinsburg, National
Association, Martinsburg,
WV

John H. Wick, III 48 1993 (4) 1996 1992 to present - Vice
President - Dickinson Fuel
Co., Inc., Charleston,
WV; 1980 to 1992 -
Commercial Realtor,
Harrison & Bates, Inc.,
Richmond, VA
</TABLE>

(1) Served as a director or officer of Mountaineer or one of its
subsidiaries since 1949.

(2) Angus E. Peyton is a member of the Board of Directors of
American Electric Power Company, Inc.

(3) Served as a director or officer of Mountaineer or one of its
subsidiaries since 1961.

(4) John H. Wick, III, is the brother-in-law of Nelle Ratrie
Chilton.

(5) Ray M. Evans, Jr. and John L. D. Payne are first cousins.

General

The Bylaws of One Valley provide that in the election of
directors of One Valley each shareholder will
have the right to vote the number of shares owned by that shareholder
for as many persons as there are
directors to be elected, or to cumulate such shares and give one
candidate as many votes as the number of
such directors multiplied by the number of shares owned will equal, or
to distribute them on the same
principle among as many candidates as the shareholder sees fit. For
all other purposes, each share is entitled
to one vote. If any shares are voted cumulatively for the election of
directors, the Proxies, unless otherwise
directed, will have full discretion and authority to cumulate their
votes and vote for less than all such
nominees.

The Bylaws of One Valley provide that nominations for election
to the Board of Directors, other than
those made by or on behalf of the existing management of One Valley,
must be made by a shareholder in
writing delivered or mailed to the President not less than 14 days nor
more than 50 days prior to the
meeting called for the election of directors; provided, however, that
if less than 21 days' notice of the
meeting is given to shareholders, the nominations must be mailed or
delivered to the President not later
than the close of business on the 7th day following the day on which
the notice of meeting was mailed. The
notice of nomination must contain the following information, to the
extent known: (a) name and address of
proposed nominee(s); (b) principal occupation of proposed nominee(s);
(c) total shares to be voted for each
proposed nominee; (d) name and address of notifying shareholder; and
(e) number of shares owned by
notifying shareholder. Nominations not made in accordance with these
requirements may be disregarded by
the Chairman of the meeting, in which case the votes cast for the
proposed nominee will likewise be
disregarded.

One Valley commenced business on September 4, 1981, as a bank
holding company. The financial
operations of One Valley in 1993 primarily related to the ownership
and the establishment of policies for
the management and direction of One Valley Bank, National Association,
One Valley Bank of Huntington,
Inc., One Valley Bank of Mercer County, Inc., One Valley Bank of
Martinsburg, National Association,
One Valley Bank of Ronceverte, National Association, One Valley Bank
of Morgantown, Inc., One Valley
Bank of Oak Hill, Inc., and One Valley Bank of Summersville, Inc. On
August 4, 1993 an Agreement and
Plan of Merger was executed pursuant to which Mountaineer agreed to
merge with and into One Valley.
That merger was consummated on January 28, 1994.

Committees of the Board

One Valley has a standing Audit Committee, Compensation
Committee and Nominating Committee.

The Audit Committee of One Valley consists of six members,
Charles M. Avampato, Robert F.
Baronner, Edward H. Maier, John L. D. Payne, Richard B. Walker and H.
Bernard Wehrle, Jr., and met four
times in 1993. This Committee reviews and evaluates significant
matters relating to audit and internal
controls, reviews the scope and results of audits by independent
auditors, reviews the activities of the
internal audit staff, meets with the appropriate management personnel
regarding internal and external audit
results and reports its findings to the Board of Directors.

The Compensation Committee of One Valley consists of six
members, Charles M. Avampato, Nelle
Ratrie Chilton, Phillip H. Goodwin, David E. Lowe, John L. D. Payne,
and H. Bernard Wehrle, III, and
met four times in 1993. The Compensation Committee administers the
One Valley Bancorp of West
Virginia, Inc., 1983 and 1993 Incentive Stock Option Plans. It also
approves compensation levels for the
executive management group of One Valley and its subsidiaries.

The Nominating Committee of One Valley consists of five
members, Robert F. Baronner, Nelle Ratrie
Chilton, J. Holmes Morrison, John L. D. Payne and Angus E. Peyton and
met once in 1993. The
Nominating Committee recommends nominees to fill vacancies on the
Board of Directors, although the
President of One Valley will also entertain nominations made in
accordance with the Bylaws of One Valley
previously described.

The Board of One Valley met 14 times in 1993, and there were
numerous meetings of the Committees
of the Board. During 1993, Directors Lowe, Orders, Walker, and Wehrle
attended fewer than 75% of the
aggregate of the total number of meetings of the Board of One Valley
and the total number of meetings held
by all Committees on which they served.

Principal Holders of Voting Securities

John L. Dickinson and C. C. Dickinson, sons of John Q.
Dickinson, one of the original incorporators
of One Valley Bank, National Association, formerly Kanawha Valley
Bank, National Association
(hereinafter "One Valley Bank"), each owned more than 10% of the
issued and outstanding stock of One
Valley Bank. Both John L. and C. C. Dickinson are deceased, and much
of the stock formerly held by them
is now held by family trusts created by them or their spouses. At the
time of the formation of One Valley
as a one bank holding company holding all of the stock of One Valley
Bank, the shares of One Valley Bank
were exchanged on a one for one basis for shares of One Valley. The
John L. Dickinson Family Trusts
collectively hold 1,291,301 shares, representing 7.5% of the issued
and outstanding stock of One Valley.
The C. C. Dickinson Family Trusts collectively hold 866,980 shares,
representing 5.0% of the issued and
outstanding stock of One Valley. The following table sets forth the
names and addresses of those
shareholders who own beneficially more than 5% of the outstanding One
Valley Common Stock as of
March 8, 1994, the amount and nature of the beneficial ownership, and
the percentage of outstanding voting
securities represented by the amount owned. The individuals named in
the table are co-trustees of certain of
the Dickinson Family Trusts and most of the shares owned by them are
owned in their capacity as co-
trustees.

<TABLE>
Title of Name and Address Amount and Nature of Percent of
Class of Beneficial Owner Beneficial Ownership (1) Class
<S> <C> <C> <C>
Common Stock Mary Price Ratrie 979,151(2) 5.7%
Kanawha Salines
Malden, WV 25306

Common Stock Charles C. Dickinson, III 923,369(3) 5.4%
1111 City National Building
Wichita Falls, Texas 76301

Common Stock Robert F. Goldsmith 865,020(4) 5.0%
1528 Dogwood Road
Charleston, WV 25314

Common Stock Ray M. Evans, Jr. 1,435,871(5) 8.3%
3401 Northside Parkway
Atlanta, GA 30327
</TABLE>

(1) This table includes a duplication of beneficial ownership of
securities in cases where the named
individuals have overlapping co-trustee relationships. These four
individuals hold, excluding
duplication, a total of 2,498,442 shares, or 14.5% of the total
17,255,784 shares of One Valley
Common Stock outstanding as of the record date. Although One Valley
Bank, a subsidiary of One
Valley, is a co-trustee of these various trusts, in all instances, the
named individual co-trustees vote the
stock of One Valley held in the trusts.

(2) Consists of 41,060 shares owned of record; 866,980 shares held
as co-trustee with Charles C.
Dickinson, III, and One Valley Bank (in which trusts Mary Price Ratrie
has a one-third beneficial
interest); 756 shares owned by J. Q. Dickinson & Co., a sole
proprietorship owned by Mary Price
Ratrie; and 70,355 shares owned by Dickinson Property Limited
Partnership in which Mary Price
Ratrie is a beneficial owner.

(3) Consists of 56,389 shares owned of record and 866,980 shares
held as co-trustee with Mary Price Ratrie
and One Valley Bank (in which trusts Mr. Dickinson has a one-fifth
beneficial interest).

(4) Consists of 24,698 shares owned of record; 2,331 shares owned
of record by his wife; 837,991 shares
held as co-trustee with Ray M. Evans, Jr., and One Valley Bank. Not
included in this total amount are
36,643 shares held in trusts from which Mr. Goldsmith may, at the
discretion of the co-trustees,
receive distributions of income and, under certain circumstances,
distributions of principal.

(5) Consists of 837,991 shares held as co-trustee with Robert F.
Goldsmith and One Valley Bank; 140,460
shares held as co-trustee with One Valley Bank and another individual
co-trustee; 119,526 shares held
with One Valley Bank as co-trustee; 23,131 shares held by his wife as
trustee of trusts for the benefit
of his children; 28,502 shares owned of record; 5,782 shares owned of
record by his wife; and 280,479
shares owned by Dickinson Company, of which Mr. Evans is an executive
officer. Not included in
this total amount are 11,713 shares held in a trust from which Mr.
Evans may, at the discretion of the
co-trustees, receive distributions of income and, under certain
circumstances, distributions of principal.

Ownership of Securities by Directors, Nominees and Officers

The following tabulation sets forth the number of shares of
One Valley Common Stock beneficially
owned by (i) each of the nominees and directors, (ii) each of the
executive officers listed in the Summary
Compensation Table, and (iii) the directors, nominees, and executive
officers of One Valley as a group as of
March 8, 1994, and indicates the percentages of common stock so owned.
There is no other class of voting
securities issued and outstanding.

Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class

Phyllis H. Arnold 34,088 Direct (2)
145 Indirect *

Charles M. Avampato 16,580 Direct
2,808 Indirect *

Robert F. Baronner 10,216 Direct
6,037 Indirect *

Frederick H. Belden, Jr. 21,905 Direct (3)
136 Indirect *

James K. Brown 2,487 Direct
1,165 Indirect *

John T. Chambers 14,067 Direct
850 Indirect *

Nelle Ratrie Chilton 41,075 Direct
52,513 Indirect *

Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class

Ray M. Evans, Jr. 28,502 Direct
1,407,369 Indirect (4) 8.3%

James Gabriel 4,425 Direct
5,500 Indirect *

Phillip H. Goodwin 920 Direct *

Thomas E. Goodwin 14,904 Direct
145 Indirect *

Cecil B. Highland, Jr. 339,582 Direct
7,207 Indirect 2.0%

Laurance G. Jones 10,500 Direct (5) *
2,600 Indirect

Robert E. Kamm, Jr. 273,967 Direct (6)
106,086 Indirect 2.2%

David Lowe 700 Direct *

John D. Lynch 18,000 Direct
28,806 Indirect *

Edward H. Maier 5,780 Direct *

J. Holmes Morrison 46,321 Direct (7)
782 Indirect *

Charles R. Neighborgall,
III 1,150 Direct
2,664 Indirect *

Robert O. Orders, Sr. 13,543 Direct *

John L. D. Payne 714 Direct
434,479 Indirect (8) 2.5%

Angus E. Peyton 34,202 Direct
166,170 Indirect 1.2%

Lacy I. Rice, Jr. 150,000 Direct *

James W. Thompson 14,470 Direct (9)
4,325 Indirect *

J. Lee Van Metre, Jr. 3,208 Direct *

Richard B. Walker 1,724 Direct *

H. Bernard Wehrle, III 1,180 Direct *

Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class

John H. Wick, III 8,754 Direct
39,575 Indirect *

Thomas D. Wilkerson 1,800 Direct *

All Directors, Nominees and Executive 1,149,511 Direct
Officers as a Group (31 individuals) 1,988,883 Indirect 18.2%

*Beneficial ownership does not exceed one percent of the class.

(1) Share totals of directors include 100 directors' qualifying
shares, which each director is required to own
pursuant to One Valley's Bylaws. Shares held indirectly include
shares held by family members and
shares held through trusts or corporations which in turn hold shares
of One Valley.

(2) Includes options to purchase 23,310 shares pursuant to One
Valley's 1983 Stock Option Plan.
Includes options to purchase 5,040 shares pursuant to One
Valley's 1993 Stock Option Plan.

(3) Includes options to purchase 7,560 shares pursuant to One
Valley's 1983 Stock Option Plan.
Includes options to purchase 3,960 shares pursuant to One
Valley's 1993 Stock Option Plan.

(4) See Note (5) to Principal Holders of Voting Securities.

(5) Includes options to purchase 3,420 shares pursuant to One
Valley's 1983 Stock Option Plan.
Includes options to purchase 3,480 shares pursuant to One
Valley's 1993 Stock Option Plan.

(6) Includes options to purchase 11,295 shares pursuant to One
Valley's 1983 Stock Option Plan.
Includes options to purchase 2,520 shares pursuant to One
Valley's 1993 Stock Option Plan.

(7) Includes options to purchase 31,320 shares pursuant to One
Valley's 1983 Stock Option Plan.
Includes options to purchase 9,000 shares pursuant to One
Valley's 1993 Stock Option Plan.

(8) Consists of 70,599 shares held in nine trusts of which John L.
D. Payne is a co-trustee, 363,160
shares held by Dickinson Company, Payne-Gallatin Mining Company and
Horse Creek Land and
Mining Company (in which companies Mr. Payne is an executive officer),
and 720 shares owned by
his children; does not include 88,033 shares held in or through trusts
in which John L. D. Payne, at the
discretion of the trustees, is an income beneficiary.

(9) Includes options to purchase 2,970 shares pursuant to One
Valley's 1983 Stock Option Plan.
Includes options to purchase 3,000 shares pursuant to One
Valley's 1993 Stock Option Plan.

Executive Compensation

The following table sets forth the annual and long-term
compensation for services in all capacities to
One Valley for the fiscal years ended December 31, 1993, 1992, and
1991, of those persons who were, as of
December 31, 1993, (i) the chief executive officer and (ii) the four
other most highly compensated officers
of One Valley.

<TABLE>
SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
Awards Payouts

Other Securities All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options Payouts sation(1)
Position Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 1993 275,000 114,297 0 0 9,000 0 5,263
President & CEO 1992 233,000 106,015 0 0 9,000 0 4,577
1991 185,602 81,250 - 0 5,940 0 3,763

Phyllis H. Arnold 1993 170,000 63,750 0 0 5,040 0 4,553
Senior Vice President 1992 150,000 58,500 0 0 5,040 0 3,890
1991 121,348 41,125 - 0 3,780 0 2,484

Frederick H. Belden, Jr.1993 148,000 50,875 0 0 3,960 0 4,550
Senior Vice President 1992 135,000 48,263 0 0 3,960 0 3,479
1991 120,330 33,758 - 0 3,780 0 2,444

Laurance G. Jones 1993 132,000 43,560 0 0 3,480 0 4,462
Senior Vice President 1992 117,000 41,828 0 0 3,420 0 3,017
1991 106,189 29,538 - 0 3,240 0 2,136

James W. Thompson 1993 127,000 38,100 0 0 3,000 0 4,251
President, One Valley 1992 120,000 34,500 0 0 2,970 0 3,609
Bank of Mercer 1991 114,000 30,075 - 0 1,525 0 3,414
County, Inc.

</TABLE>

(1) The amounts included in "All Other Compensation" consist of One
Valley's contributions on behalf of
the listed officers to the 401(k) Plan, pursuant to which all eligible
employees receive up to a 50%
matching contribution from One Valley for all amounts contributed to
the 401(k) Plan by the employee, to
a maximum of 5% of the employee's salary. In the case of Mr.
Thompson, the amount reported for 1993
pertains to the 401(k) Plan, however, the amounts for 1992 and 1991
pertain to an Employee Stock
Ownership Plan of Mercer County Bank, pursuant to which that Bank made
an annual contribution of 2%
of the Bank's total payroll, which was allocated to participating
employees on the basis of the ratio of the
employee's compensation to the total compensation of all participating
employees.

The following table sets forth further information on grants
of stock options during 1993 to (i) the
listed officers and (ii) all optionees as a group pursuant to One
Valley's 1993 Incentive Stock Option Plan.
The table also provides information concerning the potential gain to
all shareholders at the designated rate of
appreciation. No stock appreciation rights ("SARs") were awarded by
One Valley.

<TABLE>

OPTION GRANTS IN LAST FISCAL YEAR

Grant Date
Individual Grants Value(1)

% of

Number of Total Potential Realizable Value
Securities Options at Assumed Annual Rates
Underlying Granted to Exercise of Stock Appreciation for
Options Employees or Base Expira- Ten-Year Option Term
Granted (2) in Fiscal Price tion 0% 5% 10%
Name (#) Year ($/Sh) Date ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 9,000 11.8% 28.50 4/28/03 0 161,280 408,780
Phyllis H. Arnold 5,040 6.6% 28.50 4/28/03 0 90,317 228,917
Frederick H. Belden, Jr. 3,960 5.2% 28.50 4/28/03 0 70,963 179,863
Laurance G. Jones 3,480 4.6% 28.50 4/28/03 0 62,362 158,062
James W. Thompson 3,000 3.9% 28.50 4/28/03 0 53,760 136,260

All Optionees (including
the five listed above) 76,380 100% 28.50 4/28/03 0 1,368,730 3,469,180

All Shareholders - - - - 0 309,233,649 783,757,709

Optionee Gain as % of
All Shareholders Gain - - - - 0 0.44% 0.44%

</TABLE>

(1) The actual value, if any, an executive may realize depends on the
excess of the stock price over the
exercise price on the date the option is exercised.

(2) The exercise price is the fair market value of One Valley Common
Stock on the date the options were
granted. Options are exercisable immediately, and terminate upon
termination of employment for reasons
other than death or retirement, upon the expiration of three months
after the date of retirement, upon the
expiration of one year from the date of death, or ten years from the
option date.

The following table sets forth information concerning (i) the
value realized upon the exercise of stock
options during 1993 by the listed officers, and (ii) the number of
unexercised options held by each listed
officer as of December 31, 1993, and the market value of the
underlying shares if the options had been
exercised on that date. No SARs have been awarded by One Valley.

<TABLE>

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Acquired Value FY-End (#) FY-End ($)
Name On Exercise (#) Realized ($)(1) Exercisable Exercisable
<S> <C> <C> <C> <C>
J. Holmes Morrison 0 0 40,320 379,524
Phyllis H. Arnold 0 0 28,350 306,262
Frederick H. Belden, Jr. 9,360 172,305 11,520 82,822
Laurance G. Jones 11,640 211,565 6,900 21,409
James W. Thompson 0 0 5,970 18,592

</TABLE>

(1) Market value of underlying securities at exercise, minus the
exercise or base price.

The following table indicates, for purposes of illustration,
the approximate annual retirement benefits
(Qualified Plan and Supplemental Plan) that would be payable to an
employee retiring on November 1,
1993, at age 65 on the full life annuity form under various
assumptions as to salary and years of service.
Benefits are not subject to deduction for Social Security or other
offset amounts.

PENSION PLAN TABLE

Years of Service
Remuneration 15 20 25 30 35

$125,000 $28,296 $37,728 $67,714 $67,714 $67,714
150,000 34,296 45,728 83,964 83,964 83,964
175,000 40,296 53,728 100,214 100,214 100,214
200,000 46,296 61,728 116,464 116,464 116,464
225,000 52,296 69,728 132,714 132,714 132,714

235,840** 54,898 73,197 139,760 139,760 139,760
250,000 54,898 73,197 148,964 148,964 148,964
300,000 54,898 73,197 181,464 181,464 181,464
400,000 54,898 73,197 246,464 246,464 246,464
450,000 54,898 73,197 278,964 278,964 278,964
500,000 54,898 73,197 311,464 311,464 311,464

**IRS Maximum for Qualified Plan.
Compensation covered by the qualified pension plan is based on
total pay, including all Management
Incentive Compensation Plan payments, received during the sixty
consecutive months of employment
which results in the highest total divided by five. Such compensation
is directly related to the total annual
salary and bonus set forth in the Summary Compensation Table and does
not vary by more than ten percent
from that set forth therein, except that bonus payments listed in the
table are actually paid to the recipient
(and consequently included in determining plan benefits) in the year
after that listed. As of November 1,
1993, the credited years of service under the retirement plan for the
individuals named in the table shown
under Executive Compensation were: Phyllis H. Arnold, 17.667 years;
J. Holmes Morrison, 26.17 years;
Frederick H. Belden, Jr., 26 years; Laurance G. Jones, 24.33 years;
and James W. Thompson, 9.92 years.

Change of Control Arrangements

In January 1987, One Valley entered into agreements with the
officers listed in the Summary Compensation Table,
except Mr. Thompson, and with certain other officers to encourage those
key officers not to seek other
employment because of the possibility that One Valley might be
acquired by another entity. The Board of
Directors determined that such an arrangement was appropriate,
especially in view of the volatile banking
market anticipated in West Virginia with the advent of interstate
banking. The agreements were not
undertaken in the belief that a change of control of One Valley was
imminent.

The agreements are for a term of three years and on each
anniversary date the term is automatically
extended for an additional one-year period unless a 60-day prior
written notice is given by either party.
Generally, the agreements provide severance compensation to those
officers if their employment should end
under certain specified conditions after a change of control of One
Valley. Compensation is paid upon any
involuntary termination following a change of control unless the
officer is terminated for cause. In
addition, compensation will be paid after a change of control if the
officer voluntarily terminates
employment because of a salary reduction, reassignment without consent
to an office more than 50 miles
from the officer's location at the time of a change of control,
failure by One Valley to obtain assumption of
the contract by its successor, or termination of employment without a
30-day written notice.

Under the agreements, a change of control is deemed to occur
in the event of any business combination
which would require a higher than majority vote of the shareholders
under One Valley's Articles of
Incorporation, or an occurrence of a nature that would be required to
be reported to the Securities and
Exchange Commission as a change of control. Severance benefits
include: (a) a cash payment equal to the
officer's monthly base salary multiplied by the number of full months
between the date of termination and a
date which is 30 months after the date on which the change of control
occurs; (b) payment of the award
due, if any, under One Valley's Management Incentive Compensation Plan
for the year in which
termination occurs; and (c) continuing participation in employee
benefit plans and programs such as
retirement, disability and medical insurance for a period of 30 months
after the change in control.

Board Compensation Committee Report on Executive Compensation

The Compensation Committee ("Committee") of the Board of
Directors establishes compensation
policies, plans and programs which are intended to accomplish three
objectives: to attract and retain highly
capable and well-qualified executives; to focus executives' efforts on
increasing long-term shareholder value;
and to reward executives at levels which are competitive with the
marketplace for similar positions and
commensurate with performance of each executive and of One Valley.
The Committee has determined that
to accomplish these objectives, total compensation should be comprised
of base salary, short-term incentive
compensation, and long-term incentive compensation.

The Committee meets several times annually with the Chief
Executive Officer and senior human
resources executives to review, modify as appropriate, and approve the
compensation programs for
executives, utilizing the services of outside compensation consultants
when appropriate. In determining the
salary budget for 1993 and in fixing levels of executive compensation,
the Committee considered internal
equity, external competitiveness of base compensation and total
compensation, the inflation rate, and One
Valley's performance relative to its long-range goals.
In its evaluation of One Valley's corporate performance for the
purpose of fixing base salary levels, the Committee does not attempt
to assign specific weights to multiple factors which, taken together,
constitute "corporate performance." Consequently, its evaluation of
corporate performance is subjective to the extent that the Committee
considers all aspects of corporate performance, including but not
limited to long-range plan goals for earnings, asset quality, capital,
liquidity and resource utilization; however, significant emphasis is
given to the annual increase in One Valley's earnings per share.
Base salaries for executive officers are determined first
by an evaluation of the officer's success as measured against annually
established goals for individual
performance and the performance of the business unit(s) for which they
have responsibility. Second, base
salaries are measured against market place salaries of equivalent
positions in financial institutions of
comparable size. Marketplace information is determined using data from
several recognized compensation
survey services, specifically the 1993 Hay Compensation Report of
Banks and Associated Financials
produced by Hay Management Consultants, wherein participating
financial institutions are grouped by size.
One Valley's comparable group consists of twenty financial
institutions having $800 million to $7 billion
in assets, and the 1993 Financial Institutions Compensation Survey of
Wyatt Data Services which covers
the compensation practices of approximately 113 financial institutions
having $2 billion to $5.9 billion in
assets. This information was selected for comparison in 1993/1994
because of the formidable position that
these surveys hold in the industry.

Currently base compensation for executives of One Valley,
while competitive, continues to be below
the average for similar positions within comparable financial
institutions. When One Valley executives,
including the CEO and the officers listed in the Summary Compensation
Table, were compared to the
marketplace, their base salaries were, in the aggregate, well below
the median of the marketplace. The
Committee believes, philosophically, that compensation should, on the
whole, be incentive driven,
however base compensation should be reasonably competitive in the
marketplace. To this end, the
Committee has set a base salary range target for executives at the
37.5 percentile of the marketplace
average. The Committee believes that the appropriate level of
executive base compensation is primarily
market-driven, although base compensation is also dependent on
corporate performance and on each
executive's progress toward individual goals. Thus, while the
midpoint of the salary range is a corporate-
wide target, base compensation for each executive is specifically
determined by individual performance.

The Committee believes that incentive compensation is an
appropriate adjunct to base compensation
which, together with base compensation, should approach the industry
median for total compensation if
established goals are met. Short-term incentive compensation is
provided to key executives, as determined
by the Compensation Committee pursuant to One Valley's Management
Incentive Compensation Plan
("MICP"). Awards under MICP are granted based upon One Valley's
earnings per share relative to a target
level set by the Board of Directors. If the target is met, awards are
calculated for each participant based upon
the level of corporate performance relative to the target, upon
performance of the executive and the unit he
or she manages in meeting assigned objectives, and upon the
executive's relative position within One
Valley. The determination of corporate performance for this
purpose is based solely upon earnings per share.
Thus the level of annual performance of One Valley,
determined in a manner which emphasizes
factors which should have a positive impact upon total return to
shareholders, has a significant impact upon
total executive compensation.

The Committee believes that shareholder value can be further
enhanced by closely aligning the financial
interests of One Valley's key executives with those of its
shareholders. Awards of stock options pursuant
to One Valley's Incentive Stock Option Plan ("ISOP") are intended to
meet this objective and constitute the
long-term incentive portion of executive compensation. Under the
ISOP, the option price paid by the
executive to exercise the option is the fair market value of the stock
on the day the option is granted, and
the option is freely exercisable within a ten-year period. The
options attain value over that time only if the
market price of the underlying stock increases, and the increase in
value of the option is directly tied to the
increase in the value of the stock. The Committee believes the ISOP
focuses the attention and efforts of
executive management upon increasing long-term shareholder value and
the Committee periodically awards
options to key executives in amounts it believes are adequate to
achieve the desired objective. The total number of shares available
for award in each plan year is specified in the ISOP. These shares
are generally allocated based upon the Committee's subjective
judgment, taking into account the historical levels of awards and
the relative positions of the participants in the ISOP.

Total compensation for the CEO is determined in essentially
the same way as for other executives,
recognizing that the CEO has overall responsibility for the
performance of One Valley. Therefore, One
Valley's performance has a direct impact upon the CEO's compensation
in that its earnings per share
determine the amount of base compensation increase and the MICP award,
and, in addition, the market price
of One Valley's Common Stock determines the value of options awarded
during prior periods. The base
compensation of the CEO in 1993 was based in large measure on the
corporate results in 1992 relative to
long-range plan goals for earnings, asset quality, capital, liquidity
and resource utilization. As discussed above, no attempt is made by
the Committee to assign relative weights to the various components
of corporate performance in fixing the CEO's base compensation.
The targeted earnings were $2.07 per share and actual earnings per share were
$2.29, which was 10.6% higher than the
targeted earnings per share, and 19% higher than 1991 earnings of
$1.93 per share. This relative success of
One Valley was a major consideration in establishing the base
compensation for the CEO. Further, the
CEO assumed this position in July 1991 and has a relatively low salary
compared to the market place for
this position, and this, too was taken into consideration in
establishing the base compensation of the CEO
for 1993. The MICP award for 1993 was based on the earnings per share
performance in 1993 which was
$2.52 versus targeted earnings of $2.47 per share. The ISOP awards to
the CEO for 1993 were based on the
historical level of awards and the Committee's determination of the
appropriate level of prospective
ownership necessary to motivate long-term performance.

Recent revisions to the Internal Revenue Code disallow
deductions in excess of $1,000,000 for certain executive compensation.
The Committee has not adopted a policy in this regard since none
of One Valley's executives receive compensation approaching the
$1,000,000 level. The report shall not be deemed incorporated by reference by
any general statement incorporating by
reference this proxy statement into any filing under the Securities
Act of 1933 or the Securities Exchange
Act of 1934, except to the extent that One Valley specifically
incorporates this report by reference, and shall
not otherwise be filed under such Acts.

The report is submitted by the Compensation Committee,
which consists of
Phillip H. Goodwin, Chairman
Charles M. Avampato
Nelle Ratrie Chilton
David E. Lowe
John L. D. Payne
H. Bernard Wehrle, III

Performance Graph

The following graph compares the yearly percentage change in
One Valley's cumulative total
shareholder return on its Common Stock for the five-year period ending
December 31, 1993, with the
cumulative total return of the Standard & Poor's 500 Stock Index and
the Media General Industry Group Index - 04, which consists of
all banks and bank holding
companies within the United States whose stock has been publicly
traded for at least six years. There is no
assurance that One Valley's stock performance will continue in the
future with the same or similar trends as
depicted in the graph. The graph shall not be deemed incorporated by
reference by any general statement
incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that One Valley
specifically incorporates this graph
by reference, and shall not otherwise be filed under such Acts.

(Performance Graph appears here, see appendix)

1988 1989 1990 1991 1992 1993
One Valley $ 0 $ 0 $102 $207 $323 $308
Standard & Poors 500 $100 $131 $128 $166 $179 $197
All Publicly Traded Banks $100 $117 $ 91 $129 $153 $181
(Media General Industry Group Index - 04)

Compensation of Directors

During 1993, each director who was not also an officer and
full-time employee of One Valley received
$300 for each meeting of the Board of Directors of One Valley attended
and, as members of certain
committees of the Board of Directors, received $250 for each meeting
of a committee of the Board of
Directors attended. In addition, Mr. Baronner received compensation
in the amount of $18,000 for serving
as Chairman of the Board of Directors. During 1993, there were no
other arrangements pursuant to which
any director of One Valley was compensated for services as a director.

Directors of One Valley are eligible to defer fees pursuant to
One Valley Deferred Compensation Plan,
which was adopted in 1984, with respect to fees received in 1984 and
thereafter for services rendered as a
director of One Valley.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive
officers, and persons who own more than ten percent of a registered
class of the Company's equity
securities, to file with the Securities and Exchange Commission
initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors
and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies
of all Section 16(a) forms they file.

To the Company's knowledge, based solely upon review of the
copies of such reports furnished to the
Company and written representations that no other reports were
required, during the two fiscal years ended
December 31, 1993, all Section 16(a) filing requirements applicable to
its officers, directors and greater than
ten-percent beneficial owners were complied with, except that one
report covering one transaction was filed
late by Mr. Ray Marshall Evans, Jr. and one report covering one
transaction was filed late by H. Bernard
Wehrle, III.

Certain Transactions with Directors and Officers and Their Associates

One Valley and its various banking subsidiaries have had and
expect to have in the future, transactions
in the ordinary course of business with directors, officers, principal
shareholders and their associates. During
1993, all of these transactions were made on substantially the same
terms, including interest rates, collateral
and repayment terms on extensions of credit, as those prevailing at
the same time for comparable
transactions with other unaffiliated persons. Such transactions,
which at December 31, 1993, were, in the
aggregate, 25.2% of total shareholders' equity, and in the opinion of
the management of One Valley, did not
involve more than the normal risk of collectibility or present other
unfavorable features.

Jackson & Kelly, a law firm in which Director James K. Brown
is a partner, and Steptoe & Johnson, a
law firm in which Director J. Lee Van Metre, Jr., is a partner,
performed legal services for One Valley and
its subsidiaries in 1993 and will perform similar services in 1994.
On the basis of information provided by
Mr. Brown and Mr. Van Metre, it is believed that less than five
percent of the gross revenues of those law
firms did in 1993, and will in 1994, result from payment for legal
services by One Valley and its
subsidiaries. In the opinion of One Valley, these transactions were
on terms as favorable to One Valley as
they would have been with third parties not otherwise affiliated with
One Valley.

Compensation Committee Interlocks and Insider Participation

During 1993, One Valley's affiliate banks, and One Valley
Square, Inc., paid $86,239 to TerraCare,
Inc., for landscaping services. TerraCare, Inc., is a wholly-owned
subsidiary of TerraCo, Inc. Mary Price
Ratrie, a principal shareholder of One Valley, is the principal
shareholder and President of TerraCo, Inc., and
Director Nelle Ratrie Chilton is director of TerraCo, Inc. During
1993, The Neighborgall Construction Co.
received payments of $72,893.71 from One Valley's affiliate, One
Valley Bank of Huntington, Inc., for
miscellaneous renovation and repair work to facilities owned by the
bank. It is anticipated that additional
payments will be made in 1994 to TerraCare, Inc., and to the
Neighborgall Construction Co. In the
opinion of One Valley, these transactions were on terms as favorable
to One Valley as they would have
been with third parties not otherwise affiliated with One Valley.
The members of One Valley's Compensation Committee are Phillip H.
Goodwin, Charles M. Avampato, Nelle Ratrie Chilton, David E. Lowe,
John L. D. Payne, and H. Bernard Wehrle, III.

2. PROPOSAL TO APPROVE AN INCREASE IN THE MAXIMUM NUMBER OF
DIRECTORS

At a meeting held on February 16, 1994, a resolution was
unanimously adopted by the Board of
Directors of One Valley which approved for submission to a vote of the
shareholders a proposal to amend
Article III, Section 2 of the Bylaws of One Valley to provide that the
Board of Directors may be comprised
of up to thirty-three directors. Article V.1. of the Articles of
Incorporation of One Valley, as amended,
provides that the number of directors of One Valley is determined by
the provisions of its Bylaws. Article
III, Section 2 of the Bylaws provides that the number of the directors
shall be fixed by the Board of
Directors, but shall not be less than six nor more than twenty-seven.
Generally, the Bylaws of One Valley
can be amended by a vote of the Board of Directors. However, Article
V.2. of the Articles of Incorporation
of One Valley provides that an amendment of the Bylaws to increase the
number of Directors to more than
twenty-seven must be approved by the affirmative vote of the holders
of at least 80% of the outstanding
shares of One Valley. This provision requiring approval by more than
a majority of One Valley's
outstanding shares was adopted in 1986 as one of several amendments to
One Valley's Articles of
Incorporation and Bylaws. The intent of those amendments was to
ensure that a party seeking control of
One Valley will discuss its proposal with One Valley's Board of
Directors. In all other respects, the
provisions of Article III, Section 2 of the Bylaws would remain
unchanged.

The Board of Directors believes that the proposed amendment is
appropriate for two reasons. First, it
satisfies the contractual obligation One Valley made to Mountaineer
Bankshares of W. Va., Inc.
("Mountaineer"), which was merged into One Valley on January 28, 1994.
As part of its merger agreement
with Mountaineer (the "Merger Agreement"), One Valley agreed that upon
consummation of the merger the
Board of Directors of One Valley would elect as directors two persons
designated by Mountaineer. Pursuant
to that agreement, effective January 28, 1994, the Board elected as
directors Cecil B. Highland, Jr., and Lacy
I. Rice, Jr., each to fill terms expiring at the 1994 Annual Meeting
of Shareholders. As set forth above in
the section of this Proxy Statement captioned "Purpose of Meeting - 1.
Election of Directors," these two
individuals have been nominated for election as directors, each to
serve a full three-year term. Pursuant to
the Merger Agreement, One Valley also agreed to seek to have two
additional persons, also designated by
Mountaineer, elected as directors at the earliest practicable date.
Because of the maximum size limitation on
the number of Directors imposed by Article III, Section 2 of the
Bylaws, however, One Valley is unable to
add those two additional persons to the Board without shareholder
approval of an increase in the maximum
number of Directors. One Valley's proposed amendment to its Bylaws
will permit the addition of these two
directors in accordance with the Merger Agreement. If One Valley
shareholders approve the proposed
amendment, C. Michael Blair and Brent D. Robinson, who were designated
by Mountaineer, will be elected
to the Board of Directors of One Valley at the May 1994, meeting of
One Valley's Board of Directors, each
for terms expiring at the 1995 Annual Meeting of Shareholders. Mr.
Robinson, an executive vice president of
One Valley, was previously a director, president, chief operating
officer and chief financial officer of
Mountaineer. He is 47 years old and had served as a director or
officer of Mountaineer or one of its
subsidiaries since 1978. He is the beneficial owner of 23,655 shares
of One Valley Common Stock. Mr.
Blair, Chairman of the Board and Chief Executive Officer of Mercantile
Banking & Trust Company, is 51
years old and had served as an officer or director of Mountaineer or
one of its subsidiaries since 1970. He is
the beneficial owner of 52,327 shares of One Valley Common Stock.

The Board has proposed this amendment to the Bylaws for a
second reason. One Valley has had and
will continue to have discussions with various banks and bank holding
companies regarding the possible
acquisition of additional banking subsidiaries and branch facilities.
As part of those negotiations it is
possible that the company to be acquired may request that it be
represented on One Valley's Board of
Directors following the acquisition. With the addition of the two
additional former Mountaineer directors,
One Valley's Board will be comprised of twenty-nine members. The
proposed increase to a maximum of
thirty-three members would provide One Valley with needed flexibility
in future negotiations, when and if
they occur. At the present time, One Valley has no intention of
increasing the number of directors on its
Board of Directors beyond twenty-nine and is not engaged in merger
negotiations. Although a Board
comprised of up to thirty-three directors is large, One Valley does
not believe that it will be so large as to
be unworkable or ineffective. To the contrary, One Valley has found
that participation by Directors from
various parts of the state following acquisitions has been helpful in
planning and conducting post-merger
operations, and it believes that the continuation of such an approach
is prudent.

The Board recommends that the following amendment to the first
sentence of Section 2 of Article III of
the Bylaws, unanimously approved by the Board of Directors at its
February meeting, be approved by the
shareholders.

A copy of the entire text of Section 2 of Article III of the
Bylaws is attached as Exhibit A to this
Proxy Statement. The italicized portions of Section 2 of Article III
in Exhibit A reflect the proposed
amendment to be voted on at the Annual Meeting.

Vote Required

An affirmative vote of the holders of at least 80% of the
outstanding shares of One Valley Common
Stock is required to approve the amendment. Shares voted "ABSTAIN"
and shares not voted will have the
same effect as if the shares were voted "AGAINST" approval of the
amendment.

The Board of Directors unanimously recommends that
shareholders vote "FOR" approval of this
proposal. Unless otherwise directed, the enclosed proxy will be voted
"FOR" the approval of the proposed
increase in the maximum number of directors of One Valley from 27 to
33.

3. PROPOSAL TO APPROVE SELECTION OF AUDITORS

The Board of Directors has selected the firm of Ernst & Young
to serve as independent auditors for One
Valley for the calendar year 1994 and proposes the approval by the
shareholders at the Annual Meeting of
Shareholders of that selection. If that selection does not receive
the approval of a majority of the votes
represented in person or by proxy, the Board will request a later
approval of an alternate auditor. One Valley
is advised that no member of this accounting firm has any direct or
indirect material interest in One Valley,
or any of its subsidiaries. A representative of Ernst & Young will be
present at the Annual Meeting to
respond to appropriate questions and to make a statement if desired.
The enclosed proxy will be voted
"FOR" the approval of the selection of Ernst & Young unless otherwise
directed. The affirmative vote of a
majority of the shares of One Valley Common Stock represented at the
Annual Meeting of Shareholders is
required to approve the selection of Ernst & Young.

FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION

Upon written request by any shareholder to Laurance G. Jones,
Treasurer, One Valley Bancorp of West
Virginia, Inc., P. O. Box 1793, Charleston, West Virginia 25326, a
copy of One Valley's 1993 Annual
Report on Form 10-K will be provided without charge.

OTHER INFORMATION
If any of the nominees for election as directors are unable to
serve as directors by reason of death or
other unexpected occurrence, proxies will be voted for a substitute
nominee or nominees designated by the
Board of One Valley unless the Board of Directors adopts a resolution
pursuant to the Bylaws reducing the
number of directors. The Board of Directors is unaware of any other
matters to be considered at the
meeting, but if any other matters properly come before the meeting,
persons named in the proxy will vote
such proxy in accordance with the recommendation of the Board of
Directors.

Shareholder Proposals for 1995

Any shareholder who wishes to have a proposal placed before
the next Annual Meeting of Shareholders
must submit the proposal to Merrell S. McIlwain II, Secretary of One
Valley, at its executive offices, no
later than November 22, 1994, to have it considered for inclusion in
the proxy statement of the Annual
Meeting in 1995.

J. Holmes Morrison
President
Charleston, West Virginia

March 23, 1994

ARTICLE III. BOARD OF DIRECTORS

Section 2. Number, election and terms; nominations. Except
as otherwise fixed by or pursuant to the
provisions of Article VI of the Articles of Incorporation relating to
the rights of the holders of any class or
series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect
additional directors under specified circumstances, the number of the
directors of the Corporation shall be
fixed from time to time by resolution of the Board of Directors but
shall not be less than six nor more than
thirty-three. The directors, other than those who may be elected by
the holders of any class or series of
stock having a preference over the Common Stock as to dividends or
upon liquidation, shall be classified,
with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as
possible, as determined by the board of Directors of the Corporation,
one class to be originally elected for a
term expiring at the annual meeting of stockholders to be held in
1987, another class to be originally
elected for a term expiring at the annual meeting of shareholders to
be held in 1988, and another class to be
originally elected for a term expiring at the annual meeting of
shareholders to be held in 1989, with each
class to hold office until its successor is elected and qualified. At
each annual meeting of the shareholders of
the Corporation, the successors of the class of directors whose term
expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the
year of their election. Nominations for the election of directors
shall be given in the manner provided in
Article II, Section 13, of these bylaws. Directors need not be
residents of the State of West Virginia, but
shall hold not less than one hundred shares of the capital stock of
the Corporation in order to be eligible to
serve as a director of the Corporation.

PROXY ONE VALLEY BANCORP OF WEST VIRGINIA, INC. PROXY
CHARLESTON, WEST VIRGINIA
This Proxy is Solicited on Behalf of The Board of Directors
for The Annual Meeting of Shareholders, April 26, 1994

Michael A. Albert, John R. Lukens and Louis S. Southworth, II,
or any one of them, are hereby
authorized to represent and to vote stock of the undersigned in One
Valley Bancorp of West Virginia, Inc. at
the Annual Meeting of Shareholders to be held April 26, 1994, and any
adjournment thereof.

The election of the following persons: Cecil B. Highland, Jr.,
Robert E. Kamm, Jr., David E. Lowe, Edward H. Maier, Angus E.
Peyton, Lacy I. Rice, Jr., Richard B. Walker and Thomas D. Wilkerson
for three-year-terms expiring at the Annual Meeting of Shareholders
in 1997; John T. Chambers for a two-year term expiring at the Annual
Meeting of Shareholders in 1996; and H. Bernard Wehrle, III for a one-year
term expiring at the Annual Meeting of Shareholders in 1995, and until their
successors are chosen and qualify.

Unless otherwise specified on this Proxy, the shares
represented by this Proxy will be voted
"FOR" the propositions listed above and described more fully in the
Proxy Statement of One
Valley Bancorp of West Virginia, Inc., distributed in connection with
this Annual Meeting. If any
shares are voted cumulatively for the election of Directors, the
Proxies, unless otherwise directed, shall have
full discretion and authority to cumulate their votes and vote for
less than all such nominees. If any other
business is presented at said meeting, this Proxy shall be voted in
accordance with recommendations of the
Board of Directors.

PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.

The Board of Directors recommends a vote "FOR" the listed propositions.

l. Election of Directors-
Nominees: Cecil B. Highland, Jr., [] For [] WITHHOLD [] FOR ALL
Robert E. Kamm, Jr., David E. (Except
Lowe, Edward H. Maier, Angus E. Peyton, Nominee(s)
Lacy I. Rice, Jr., Richard B. Walker, written
Thomas D. Wilkerson, John T. Chambers below)
and H. Bernard Wehrle, III.

<TABLE>
<S> <C> <C> <C>
2. Approve an amendment to the Bylaws to increase ( ) FOR ( ) AGAINST ( ) ABSTAIN
the maximum number of One Valley's directors from
27 to 33.

3. Approve the appointment of Ernst & Young as ( ) FOR ( ) AGAINST ( ) ABSTAIN
independent Certified Public Accountants for 1994.

4. Transact such other business as may properly be ( )FOR ( ) AGAINST ( ) ABSTAIN
brought before the meeting and any adjournment
thereof.

</TABLE>

Dated: , 1994
Signature(s)

When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more
than one trustee, all should sign.

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APPENDIX

On Page 18 the Performance Graph appears where noted. The plot points
are listed in the table below that point.