ONE VALLEY BANCORP OF WEST VIRGINIA INC
SC 13G/A, 1996-02-06
STATE COMMERCIAL BANKS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13G

                  Under the Securities Exchange Act of 1934
                              
                             (Amendment No. 12)*

                  ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                                 COMMON STOCK
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 682419 10 6
                             --------------------
                                (CUSIP Number)

Check the following box if a fee is being paid with this statement [__]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 682419 10 6             13G                        Page 2 of 5 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Mary Price Ratrie

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [_]

                                                                (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION
 
        United States of America
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER
 
                  35,036

        6  SHARED VOTING POWER
 
                  942,082

        7  SOLE DISPOSITIVE POWER
 
                  35,036

        8  SHARED DISPOSITIVE POWER
 
                  942,082

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
        977,118

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
        5.72%

12 TYPE OF REPORTING PERSON*
 
        IN

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                       2
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Item 1(a).  Name of Issuer:

  One Valley Bancorp of West Virginia, Inc.
- ------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

  One Valley Square
- ------------------------------------------------------------------

  Charleston, West Virginia 25301
- ------------------------------------------------------------------

Item 2(a).  Name of Person Filing:

  Mary Price Ratrie
- ------------------------------------------------------------------


Item 2(b).  Address of Principal Business Office or, if none,
      Residence:

  P.O. Box 311
- ------------------------------------------------------------------

  Charleston, West Virginia  25321
- ------------------------------------------------------------------

Item 2(c).  Citizenship:

       United States of America
- ------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

       Common Stock
- ------------------------------------------------------------------

Item 2(e).  CUSIP Number:

       682419 10 6
- ------------------------------------------------------------------

Item 3.    If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
           check whether the person filing is a:

           (Not applicable)

Item 4.    Ownership.

           (a) Amount Beneficially Owned:

                        977,118
           ---------------------------------------------------

                                       3
<PAGE>
 
           (b) Percent of Class:

                    5.72%
           ---------------------------------------------------

           (c) Number of shares as to which such person has:
               (i) sole power to vote or to direct the
               vote  35,036
                    -------
               (ii) shared power to vote or to direct the
               vote 942,082
                    -------
               (iii) sole power to dispose or to direct the
               disposition of  35,036
                              -------
               (iv) shared power to dispose or to direct the
               disposition of  942,082
                               -------
 
Item 5.    Ownership of Five Percent or Less of a Class:
 
           (Not applicable)
 
Item 6.    Ownership of More than Five Percent on Behalf of Another Person:

           866,980 shares are held by Mrs. Ratrie as co-trustee with Charles C.
           Dickinson III and One Valley Bank, N.A. under various trusts.  Mrs.
           Ratrie is entitled to receive 1/3 of the income from the trusts.
           Other individuals are entitled to, in the aggregate, 2/3 of the
           income from these various trusts. Also, Mrs. Ratrie and these other
           individuals would be entitled, in extremely limited circumstances and
           in cases of financial need, to receive a distribution of principal
           from these trusts.  This has never occurred and it is highly unlikely
           that it will occur in the future.  No one of these other individuals,
           except for Mary Price Ratrie, has an interest which relates to 5% of
           the outstanding common stock of the Issuer.

Item 7.    Identification and Classification of the Subsidiary which Acquired
           the Security being Reported on by the Parent Holding Company:

           (Not applicable)

Item 8.    Identification and Classification of Members of the Group:

           (Not applicable)

                                       4
<PAGE>
 
Item 9.    Notice of Dissolution of Group:

           (Not applicable)

Item 10.   Certification.

           (Not applicable)

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.


   January 23, 1996
- --------------------------------------------------------------------------------
Date


/s/ Nelle Ratrie Chilton
- --------------------------------------------------------------------------------
Signature


Nelle Ratrie Chilton, Attorney-in-fact for Mary Price Ratrie
- --------------------------------------------------------------------------------
Name/Title

                                       5
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                                 Exhibit Index

Exhibit No.                         Description
- -----------                         -----------
    24                       Power of Attorney

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                              POWER OF ATTORNEY
                              -----------------

KNOW ALL MEN BY THESE PRESENTS:

     That I, Mary Price Ratrie, an individual of Malden, Kanawha County, West 
Virginia, do hereby make, constitute and appoint my daughter, Nelle R. Chilton, 
of Charleston, West Virginia, as my true and lawful attorney, for me and in my 
name, place and stead, to:

     1.  Ask for, demand, sue for, collect, recover, and receive all sums of 
money, debts, dues, accounts, rents, legacies, bequests, interests, dividends, 
annuities and demands whatsoever as are now or shall hereafter become due, 
owing, payable of belonging to me;

     2.  Sign and negotiate any and all checks drawn in my favor;

     3.  Deposit in my name in any bank or banks any and all money collected or 
received for may account by my said attorneys;

     4.  Draw checks or drafts upon any and all bank accounts or deposits owing 
or belonging to me;

     5.  Pay any and all bills, accounts, claims, and demands now or hereafter
payable by me;

     6.  Act for me in any business in which I am now or have been engaged or 
interested, and in connection with any contract or contacts heretofore made by 
me;

     7.  Sign and file any and all of my federal and state or other tax returns;

     8.  Sell any stock, bond or other securities, whether issued by 
governmental body, private corporation, or otherwise belonging to me or standing
in my name;

     9.  Borrow from time to time such sums of money and upon such terms as my 
said attorneys may think advisable or expedient for or in relation to any of my 
property, real, personal or mixed, and for such purposes to make, execute and 
deliver any note or notes or other evidences of indebtedness and to give, seal, 
execute, deliver and acknowledge mortgages and deeds of trust, all with such 
powers and provisions as my said attorneys may think proper;
<PAGE>
     10. Sell or lease any part or parts of my real or personal estate, or any 
interest which I may have in any real or personal property, wheresoever 
situated, make all necessary deeds and conveyances thereof, with all necessary 
covenants, warranties, and assurances, and to sign, seal, acknowledge, and 
deliver the same;

     11. Make annual gifts on my behalf to my descendants within the annual 
exclusions from the federal gift tax and to qualifying charitable entities;

     12. Do and perform generally all matters and things, vote all stock, deal 
with all safe deposit boxes, transact all business, make, seal, execute and 
acknowledge all deeds, contracts, leases, orders, writings, assurances and 
instruments which may be requisite or proper to effectuate any matter or thing 
appertaining or belonging to me, and act for me in all matters affecting my 
business or property, with the same force and effect to all intents and purposes
as though I were personally present and acting for myself.

I do hereby ratify and confirm whatsoever my said attorney, or any substitute or
agent appointed by my said attorney, shall do by authority hereof. This power of
attorney shall not be affected or terminated by my subsequent disability or 
incompetence.

     IN WITNESS WHEREOF, I have hereunto affixed my signature and seal, this
9th day of October, 1986.
- ---        -------    --
                                          /s/ Mary Price Ratrie
                                          ------------------------------
                                          Mary Price Ratrie

STATE OF WEST VIRGINIA,
COUNTY OF KANAWHA, To-Wit:

     I, James H. Nix, a Notary Public of said County, do certify that Mary Price
        ------------
Ratrie, whose name is signed to the writing above bearing date the 9th day of 
                                                                   ---
October, 1986, has this day acknowledged the same before me in my said County.
- -------

     Given under my hand this 9th day of October, 1986.
                              ---        -------    --

     My commission expires April 17, 1990.
                           --------------

                                          /s/ James H. Nix
                                          ------------------------------
                                                  Notary Public


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