FIRST NATIONAL CORP /VA/
10-Q, 1998-08-14
STATE COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998

                                       OR,

  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

                         Commission File Number 0-23976

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

                        Virginia                      54-1232965
              (State or other jurisdiction of       (I.R.S. Employer
              incorporation or organization)       Identification Number)

                 112 West King Street, Strasburg, Virginia 22657
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (540) 465-9121

                                      NONE
       (Former name,  former address and former fiscal year, if changed
        since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 Months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate the number of shares of each of the issuer's  classes of common  stock,
as of the latest practicable date:

                      Class: Common stock, $5.00 par value
                    Outstanding as of July 31, 1998: 786,936
<PAGE>
                           FIRST NATIONAL CORPORATION


                                      INDEX


Part 1.  Financial Information
<TABLE>
<S>  <C>       <C>                                                                         <C>
     Item 1    Financial Statements                                                        Page No.

               Consolidated Statements of Income                                                3

               Consolidated Balance Sheets                                                      5

               Consolidated Statements of Cash Flows                                            6

               Consolidated Statements of  Changes in Stockholders' Equity                      7

               Notes to Consolidated Financial Statements                                       8

      Item 2.   Management's Discussion and Analysis of Results of Operations
               and Financial  Condition                                                        10

      Item 3.   Quantitative and Qualitative Disclosures About Market Risk                     14

Part II.          Other Information

      Item 1      Legal Proceedings                                                            14

      Item 4.     Submission of Matters to a vote of Security Holders                          14

      Item 6.     Exhibits and Reports on Form 8-K                                             14

      Signature                                                                                16

</TABLE>

<PAGE>


                          Part I. Financial Information
        Item 1.  Financial Statements
<TABLE>
<CAPTION>
                           FIRST NATIONAL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                            (In Thousands of Dollars)
                           (Except Per Share Amounts)

                                                                           Three Months Ended
                                                            June 30, 1998                  June 30, 1997
<S>                                                                <C>                            <C>   
Interest Income
Interest and Fees on Loans                                         $2,703                         $2,318
Interest on Federal Funds Sold                                         29                             22
Interest on Deposits in Banks                                           8                              7
Interest and Dividends on Investment Securities
Available for Sale
Taxable                                                               576                            455
Non Taxable                                                            91                             88
Held to Maturity
Taxable                                                                 8                             39
Non Taxable                                                             0                              0
                                                             ------------                    -----------

Total Interest Income                                               3,415                          2,929

Interest Expense
Interest on Savings  Deposits and Interest
Bearing Demand Deposits                                               761                            628
Interest on Time Deposits of $100,000 or more                         166                            170
Interest on All Other Time Deposits                                   562                            584
Interest on Federal Funds Purchased                                     5                              1
Interest on Note Payable                                              253                             23
                                                                ---------                     ----------

Total Interest Expense                                              1,747                          1,406
                                                                 --------                        -------

Net Interest Income                                                 1,668                          1,523
   Provision for Loan Losses                                           69                             45
                                                               ----------                      ---------

     Net Interest Income After Provisions
        for Loan Losses                                             1,599                          1,478

Other Operating Income
Service Charges                                                       159                            127
Profits on Securities Available for Sale                              124                             (2)
Other Operating Income                                                172                            124
                                                                 --------                       --------

Total Operating Income                                                455                            249

Other Operating Expenses
Salaries and Employee Benefits                                        673                            591
Occupancy Expense                                                      70                             56
Equipment Expense                                                     122                            141
Other                                                                 443                            349
                                                                 --------                       --------

Total Operating Expenses                                            1,308                          1,137

Income Before Income taxes                                            746                            590

Income Taxes                                                          239                            182
                                                                ---------                      ---------

Net Income                                                           $507                           $408
                                                                =========                       ========

Per Share Data
Earnings Per Common Share,basic                                     $0.65                          $0.53
                                                                =========                       ========
Earnings Per Common Share,diluted                                   $0.65                          $0.53
                                                                =========                       ========
Cash Dividends                                                      0.215                          0.175
                                                                =========                      =========
<FN>
The Accompanying Notes Are An Integral Part Of These Statements
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                           FIRST NATIONAL CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                            (In Thousands of Dollars)
                           (Except Per Share Amounts)

                                                                            Six Months Ended
                                                            June 30, 1998                  June 30, 1997


<S>                                                                <C>                            <C>   
Interest Income
Interest and Fees on Loans                                         $5,270                         $4,530
Interest on Federal Funds Sold                                         33                             35
Interest on Deposits in Banks                                          14                             15
Interest and Dividends on Investment Securities
Available for Sale
Taxable                                                             1,075                            815
Non Taxable                                                           180                            180
Held to Maturity
Taxable                                                                27                             81
Non Taxable                                                             0                              0
                                                             ------------                    -----------

Total Interest Income                                               6,599                          5,656

Interest Expense
Interest on Savings  Deposits and Interest
Bearing Demand Deposits                                             1,517                          1,177
Interest on Time Deposits of $100,000 or more                         328                            331
Interest on All Other Time Deposits                                 1,117                          1,160
Interest on Federal Funds Purchased                                    21                              4
Interest on Note Payable                                              369                             46
                                                                ---------                     ----------

Total Interest Expense                                              3,352                          2,718
                                                                 --------                        -------

Net Interest Income                                                 3,247                          2,938
   Provision for Loan Losses                                          138                             90
                                                               ----------                      ---------

     Net Interest Income After Provisions
        for Loan Losses                                             3,109                          2,848

Other Operating Income
Service Charges                                                       301                            247
Profits on Securities Available for Sale                              136                              8
Other Operating Income                                                296                            246
                                                                 --------                       --------

Total Operating Income                                                733                            501

Other Operating Expenses
Salaries and Employee Benefits                                      1,335                          1,173
Occupancy Expense                                                     135                            109
Equipment Expense                                                     245                            265
Other                                                                 844                            702
                                                                 --------                       --------

Total Operating Expenses                                            2,559                          2,249

Income Before Income taxes                                          1,283                          1,100

Income Taxes                                                          401                            331
                                                                ---------                      ---------

Net Income                                                           $882                           $769
                                                                =========                       ========

Per Share Data
Earnings Per Common Share,basic                                     $1.12                          $0.99
                                                                =========                       ========
Earnings Per Common Share,diluted                                   $1.12                          $0.99
                                                                =========                       ========
Cash Dividends                                                       0.43                           0.35
                                                                 ========                       ========
<FN>
The Accompanying Notes Are An Integral Part Of These Statements
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                           FIRST NATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                            (In Thousands of Dollars)

                                                               June 30, 1998               December 31, 1997


<S>                                                             <C>                             <C>   
               ASSETS
Cash and due from banks                                           $5,171                          $3,623
Federal Funds Sold                                                 4,743                               0
Investment Securities
     Available for Sale                                           47,150                          40,037
     Held to Maturity                                                318                           1,662
Loans Net of Unearned Discount                                   123,225                         113,606
     Less: Allowance for Loan Losses                               1,157                           1,112
                                                               ---------                       ---------
          Net Loans                                              122,068                         112,494

Bank Premises and Equipment                                        3,859                           3,934
Interest Receivable                                                1,152                           1,148
Other Real Estate                                                    343                             919
Other Assets                                                       1,248                             772
                                                                --------                         -------

     Total Assets                                               $186,052                        $164,589
                                                                ========                        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
     Demand Deposits
          Non-Interest Bearing                                   $17,103                         $16,969
          Interest Bearing                                        16,203                          15,910
     Savings Deposits                                             54,912                          52,380
     Certificates of Deposit of $100,000 and over                 13,768                          12,243
     All Other Time Deposits                                      48,303                          42,260
                                                              ----------                      ----------

          Total Deposits                                        $150,289                        $139,762
                                                                --------                        --------

Federal Funds Purchased                                                0                           1,417
Federal Home Loan Bank Advance                                    17,743                           6,461
Accrued Expenses                                                   1,226                             767
                                                               ---------                       ---------

          Total Liabilities                                     $169,258                        $148,407
                                                                --------                        --------

Stockholders' Equity
     Common Stock, Par Value $5 per Share;
      Authorized 2,000,000 Shares
     786,023  Shares Issued and Outstanding                       $3,930                          $3,888
     Surplus                                                       1,346                           1,187
     Accumulated Other Comprehensive Income                          199                             335
     Undivided Profits                                            11,319                          10,772
                                                               ---------                       ---------

          Total Stockholders' Equity                             $16,794                         $16,182
                                                                 -------                         -------

          Total Liabilities and Stockholders' Equity            $186,052                        $164,589
                                                                ========                        ========

<FN>
The Accompanying Notes Are An Integral Part of These Statements
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                           FIRST NATIONAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In Thousands of Dollars)

                                                                                     SIX MONTHS ENDED
                                                                          June 30, 1998        June 30, 1997

<S>                                                                           <C>                   <C> 
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income                                                                      $882                  $769
Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation and amortization                                               251                   224
     Provision for loan losses                                                   138                    90
     Change in assets and liabilities:
         (Increase) in interest receivables                                       (4)                 (153)
         (Increase) in other assets                                             (475)                 (286)
         Increase in accrued expenses                                            460                   405
                                                                              ------                ------

Net Cash Provided by Operating Activities                                     $1,252                $1,049
                                                                            --------              --------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of securities-available for sale                           $6,383                $6,708
Proceeds from maturities and principal payments on securities-
    available for sale                                                         8,598                2,312
Purchases of securities-available for sale                                   (22,385)              (13,067)
Proceeds from maturities and principal payments on securities-
    held to maturity                                                           1,342                   639
Purchases of bank premises and equipment                                        (112)                 (833)
Net (increase) in loans                                                       (9,619)               (7,220)
(Increase) in federal funds sold                                              (4,743)                  (66)
Proceeds on sale of other real estate                                            576                     0
                                                                            --------         -------------

Net Cash (Used in) Investing Activities                                     ($19,960)             ($11,527)
                                                                            ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in demand deposits, NOW accounts,
     and savings accounts                                                      2,959                 8,702
Net increase in certificates of deposit                                        7,567                 2,418
Net increase (decrease) in long-term borrowings                               11,282                    (9)
Net proceeds from issuance of common stock                                       201                    29
Cash dividends paid                                                             (336)                 (271)
Net (decrease) in federal funds purchased                                     (1,417)                 (315)
                                                                              -------           -----------

Net Cash Provided by Financing Activities                                    $20,256               $10,554
                                                                             -------             ---------

         Increase in Cash and Cash Equivalents                                $1,548                   $76

CASH AND CASH EQUIVALENTS:
Beginning                                                                      3,623                 3,511
                                                                               -----                 -----

Ending                                                                        $5,171                $3,587
                                                                              ======                ======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
     Interest                                                                   $625                  $690
                                                                               =====                 =====

     Income Taxes                                                               $346                  $247
                                                                               =====                 =====

<FN>
The Accompanying Notes Are An Integral Part of These Statements
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                           FIRST NATIONAL CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                            (IN THOUSANDS OF DOLLARS)
                     Six Months Ended June 30, 1998 and 1997

                                                                 Accumulated
                                                                    Other
                                        Common       Capital    Comprehensive    Retained   Comprehensive
                                         Stock       Surplus       Income        Earnings      Income        Total

<S>                                        <C>          <C>             <C>      <C>           <C>         <C>    
Balances , December 31, 1996               $3,872       $1,133          $31      $9,801                    $14,837

Comprehensive income:
    Net income                                                                      769         769            769
Other comprehensive income
    net of tax:
    Unrealized gains on securities
      available for sale                                                                        169            169
    Reclassification adjustment
      for gains realized in net income                                                            8              8
                                                                                           --------
Other comprehensive income,net of tax                                   177                     177
                                                                                             ------

Total  comprehensive income                                                                     946

Issuance of authorized common stock
      dividend reinvestment plan               $7          $22                                                  29

Cash dividends declared                                                            (271)                      (271)
                                     ------------  -----------  -----------     --------                   --------

Balances, June 30, 1997                    $3,879       $1,155         $208     $10,299                    $15,541
                                           ======       ======         ====     =======                    =======


Balances, December 31, 1997                 3,888       $1,187         $335     $10,772                    $16,182

Comprehensive income:
    Net Income                                                                      882         882            882
Other comprehensive income,
    net of tax:
Unrealized gain on securities
     available for sale                                                                        (272)          (272)
Reclassification adjustment
for gains realized in net income                                                                136            136
                                                                                            -------

Total comprehensive income, net of tax                                 (136)                   (136)
                                                                                            --------

Total comprehensive income                                                                      746

Issuance of authorized common stock
      dividend reinvestment plan                4           15                                                  19
      exercise of incentive stock options      38          144                                                 182

Cash dividends declared                                                            (335)                      (335)
                                     ------------   ----------  -----------     --------                  ---------

Balances, June 30, 1998                    $3,930       $1,346         $199     $11,319                    $16,794
                                           ======       ======         ====     =======                    =======


<FN>
The Accompanying Notes Are An Integral Part of These Statements
</FN>
</TABLE>

<PAGE>


                           FIRST NATIONAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Interim Financial Statements

          The accompanying  consolidated  financial statements of First National
Corporation  and  its   subsidiaries   have  not  been  audited  by  independent
accountants,  except for the balance  sheet at December 31, 1997. In the opinion
of the company's  management,  the financial  statements reflect all adjustments
necessary  to present  fairly the  results of  operations  for the six month and
three  month  periods  ended June 30,  1998 and 1997,  the  company's  financial
position at June 30, 1998 and December 31, 1997,  and the cash flows for the six
month periods ended June 30, 1998 and 1997.  These  adjustments  are of a normal
recurring nature.
<TABLE>
<CAPTION>

Note 2.   Securities as of June 30, 1998 and December 31, 1997 are summarized below:

                                                                           (000 Omitted)

                                                        June 31, 1998                    December 31, 1997
                                                        -------------                    -----------------
                                                                 Unrealized                            Unrealized
                                        Book        Market        Gain (Loss)      Book     Market     Gain (Loss)
<S>                                     <C>          <C>              <C>       <C>         <C>            <C>
Securities Available For Sale
     U. S. Treasury Securities               $0           $0            $0           $0          $0          $0
     U. S. Agency Securities             38,881       38,970           $89       31,961      32,162        $201
     Obligation of State and Political
         Subdivisions                     6,727        6,940          $213        6,478       6,785        $307
     Other Securities                     1,240        1,240            $0        1,090       1,090          $0
                                      ---------    ---------        ------    --------- -----------      ------
Total Securities Available for Sale     $46,848      $47,150          $302      $39,529     $40,037        $508


Securities Held to Maturity
     U. S. Treasury Securities               $0           $0            $0           $0          $0          $0
     U. S. Agency Securities                318          318            $0        1,662       1,662          $0
     Obligation of State and Political
         Subdivisions                         0            0            $0            0           0          $0
     Other Securities                         0            0            $0            0           0          $0
                                     ----------   ----------        ------   ----------  ----------        ----
Total Securities Held to Maturity          $318         $318            $0       $1,662      $1,662          $0
</TABLE>


<PAGE>


                           FIRST NATIONAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Note 3. The consolidated  loan portfolio,  stated at face amount, is composed of
the following:

                                                                          (000 Omitted)

                                                            June 30, 1998            December 31, 1997
<S>                                                             <C>                       <C>   
     Real estate loans:
       Construction and land development                          $3,777                    $3,583
       Secured by farm land                                          834                       947
       Secured by 1-4 family residential                          48,121                    45,133
       Other real estate loans                                    18,355                    17,126
     Loans to farmers (except those secured by real estate)          621                       647
     Commercial and industrial loans
             (except those secured by real estate)                23,156                    19,576
     Loans to individuals for personal expenditures               27,859                    26,574
     All other loans                                                 738                       461
                                                               ---------              ------------
              Total loans                                       $123,464                  $114,047
     Less unearned income reflected in loans                         239                       441
                                                               ---------              ------------
               Loans, net of unearned income                    $123,225                  $113,606
                                                                ========                  ========
<FN>
     The Bank had loans in a Nonaccrual category of $23,642 on December 31, 1997 and $ 251,000 on June 30, 1998.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Note 4.   Allowance for Loan Losses

            Analysis of the Allowance for Loan Losses
                                                                            For the Six Months Ended
                                                                                              (000 Omitted)

                                                                      June 30, 1998           June 30, 1997
<S>                                                                         <C>                     <C> 
     Balance at Beginning of Period                                         $1,112                  $974

     Charge-Offs                                                               102                    33

     Recoveries                                                                  9                     5
                                                                           -------               -------

     Net Charge-Offs                                                            93                    28

     Provision for Loan Losses                                                 138                    90
                                                                          --------              --------

     Balance at End of Period                                               $1,157                $1,036
                                                                          ========                ======
</TABLE>


<PAGE>



                           FIRST NATIONAL CORPORATION

Item 2.                                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

     Net income for the first half of 1998 was $882  thousand  compared  to $769
thousand in 1997.  This represents an increase of 14.7% which is attributable to
an increase in net  interest  income  during the first half of 1998 and to gains
realized on the sale of securities  during this period.  Total interest  income,
increased  $943  thousand  during  the  period,  while  total  interest  expense
increased $634 thousand  resulting in an increase in net interest income of $309
thousand.  Total other  operating  expenses  increased $310  thousand,  slightly
faster than total operating income,  net of profits on securities  available for
sale, which increased $104 thousand. In an effort to offset several nonrecurring
expenses,  a portion of the securities portfolio was sold and reinvested with no
reduction  in yield and only a slight  increase in  duration  but  resulting  in
income of $136 thousand. Management increased the provision to the allowance for
loan losses by $48 thousand as a result of growth in the loan  portfolio  during
the period and in anticipation of continued growth.

Yields, Rates and Net Interest Margin

     Interest  rates on loans have decreased  slightly  during the first half of
1998 and in  comparison  with the same period  last year,  the yield on the loan
portfolio  declined  from  8.96% in 1997 to 8.88% in 1998.  At the same time the
cost of interest bearing  deposits  increased from 4.71% in the first six months
of 1997 to 4.82% in the same period of 1998.  While the yield on earning  assets
declined  14 basis  points  from  8.35%  in 1997 to  8.21% in 1998,  the cost of
interest  bearing  liabilities  increased  16 basis points from 4.74% in 1997 to
4.90% in 1998.  This  resulted in a decrease in the bank's  interest rate spread
from 3.62% in 1997 to 3.31% in 1998. Interest expense as a percentage of average
earning  assets  increased  from 3.94% in 1997 to 4.11% in 1998.  The bank's net
interest margin decreased from 4.41% in 1997 to 4.10% in 1998.

Future Operations

     Management  anticipates  continued growth in both the loan portfolio and in
customer  deposit  balances  as  a  result  of  continuing  calling  efforts  by
commercial  loan  officers.  This  expectation  of  growth is  predicated  on an
assumption  of continuing  economic  expansion  during the future.  There are no
plans to open additional  branches in the near future,  however  management will
explore any opportunities in the bank's market area as they arise.

Year 2000 Compliance

     The Corporation is dependent on the utilization of data processing hardware
and software in the conduct of business. The majority of the banking business is
processed on a core banking  system and related  communications  networks  which
consist of a  combination  of computer  hardware and various  software  packages
which are  licensed to the Bank by third party  vendors.  In addition  there are
several other  personal  computers and software  packages in use  throughout the
Bank.  The year 2000 problem  could  affect any of these  systems and produce an
adverse affect on the operations of the Bank.


<PAGE>


                           FIRST NATIONAL CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Management  became aware of this potential problem in 1997 and initiated an
assessment of all software and hardware to determine  whether these system would
function  properly in the year 2000. As a result of this assessment,  management
has been informed by its vendor that the core banking software will be year 2000
compliant. In order to confirm compliance,  testing will be conducted before the
end of 1998.  The  Corporation  has  determined  that it will have to replace or
modify  certain other units of hardware or software for other systems to be year
2000 compliant.  The modification of several of these systems will take the form
of an upgrade to hardware and/or software at an earlier date than would normally
have been planned.

     Officers  of the Bank have begun  communication  with all large  commercial
borrowers  since  they  pose a  credit  risk to the Bank if  their  business  is
disrupted  due  to a year  2000  compliance  issue.  Responses  from  commercial
customers will be evaluated as part of the credit review process.

     Management  plans to  complete  the  majority  of the year 2000  project by
December  31,  1998.  Total  projected  expenditures  are not expected to exceed
$200,000  and would result in an increase in  depreciation  expense of less than
$30,000 per year over an expected five year depreciable life.

     The Corporation has set a goal to be  substantially  year 2000 compliant by
year end  1998 in  accordance  with  the  mandate  from  its  regulators.  Since
uncertainties  remain about whether or not all third party vendors and all large
commercial  borrowers will be year 2000 complaint,  the financial impact of year
2000 compliance on the  Corporation's  assets,  earnings and liquidity cannot be
fully determined at this time.

New Accounting Pronouncements

     Effective  January 1, 1998 the Corporation  adopted  Statement of Financial
Accounting Standards No. 130, "Reporting  Comprehensive  Income." This statement
establishes  standards for reporting and display of comprehensive income and its
components  (revenues,  expenses,  gains and  losses)  in a full set of  general
purpose financial  statements.  Financial statements for prior periods have been
restated as required.

     In February 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 132, "Employers Disclosures about Pensions
and  other  Post  Retirement   Benefits."  This  statement  revises   employers'
disclosures  about pension and other  postretirement  benefit plans. It does not
change  the   measurement  or   recognition  of  those  plans.   This  statement
standardizes the disclosure  requirements for pensions and other  postretirement
benefits to the extent practicable,  requires additional  information on changes
in the benefit  obligations  and fair values of plan assets that will facilitate
financial  analysis,   and  eliminates  certain   disclosures.   Restatement  of
disclosures for earlier periods is required. This statement is effective for the
Corporation's financial statements for the year ended December 361, 1998.

     In June 1998, The Financial  Accounting Standards Board issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities." This statement requires companies to record derivatives
on the balance sheet as assets and liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those derivatives would accounted
for  depending on the use of the  derivative  and whether it qualifies for hedge
accounting.  This  statement  is not  expected to have a material  impact on the
Corporation's financial statements. This statement is effective for fiscal years
beginning after June 15, 1999, with earlier adoption encouraged. The Corporation
will adopt this accounting standard as required by January 1, 2000.
                           FIRST NATIONAL CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
(AICPA) issued Statement of Position (`SOP") 98-1,  "Accounting for the Costs of
Computer  Software  Developed or Obtained  for Internal  Use." This SOP provides
guidance on accounting for the costs of computer software  developed or obtained
for  internal  use.  This  SOP  requires   that  entities   capitalize   certain
internal-use software costs once certain criteria are met. This statement is not
expected to have a material impact on the Corporation's financial statements.

     In April  1998,  the  AICPA  issued  SOP 98-5,  "Reporting  on the Costs of
Start-Up  Activities,"  which  requires  the costs of  start-up  activities  and
organization  costs to be expensed as incurred.  This statement is effective for
the fiscal year 1999  financial  statements.  This  statement is not expected to
have a material impact on the Corporation's financial statements.

<PAGE>
<TABLE>
<CAPTION>
                           FIRST NATIONAL CORPORATION
             AVERAGE BALANCES, INCOME AND EXPENSE, YIELDS AND RATES

                                                                      Six Months Ended June 30,
                                                              1998                              1997

                                                              Annual                           Annual
                                                Average       Income/    Yield/     Average    Income/   Yield/
                                                Balance       Expense    Rate(3)    Balance    Expense   Rate(3)
<S>                                           <C>           <C>          <C>     <C>          <C>         <C> 
ASSETS
Balances at correspondent banks -
  interest bearing                                $250,953    $14,389    11.47%      $215,297   $15,429   14.33%

Securities:
    Taxable                                     35,899,705  1,101,374     6.14%    28,682,483   895,350    6.24%
        Tax-exempt (1)                           6,672,513    273,406     8.19%     6,374,635   272,844    8.56%
                                               -----------       ----     -----   -----------   -------    -----
        Total Securities                        42,572,218  1,374,780     6.46%    35,057,118 1,168,194    6.66%

Loans (net of earned income): (2)
    Taxable                                    118,533,786  5,263,129     8.88%   101,015,112 4,520,106    8.95%
    Tax-exempt (1)                                 170,025     10,056    11.83%       209,562     15,656  14.94%
                                             ------------------------    ------  -----------------------  ------
        Total Loans                            118,703,811  5,273,185     8.88%   101,224,674 4,535,762    8.96%
Fed funds sold and repurchase
    agreements                                   1,485,104     33,290     4.48%     1,300,188     34,573   5.32%
                                              -----------------------     ----- ------------------------    ----
    Total earning assets                       163,012,086  6,695,644     8.21%   137,797,276 5,753,958    8.35%
Less: allowance for Loan Losses                 (1,147,180)                        (1,006,696)
Total nonearning assets                         10,025,499                          9,230,761
                                              ------------                     --------------
    Total Assets                              $171,890,405                       $146,021,342
                                              ============                       ============

LIABILITIES AND SHAREHOLDER EQUITY
    Interest bearing deposits:
    Checking                                    $9,440,025   $101,537     2.15%    $9,570,341  $106,263    2.22%
    Money market savings                         6,368,754    105,331     3.31%     7,648,627   127,785    3.34%
    Regular savings                             52,897,577  1,310,015     4.95%    39,503,256   943,074    4.77%
    Certificates of deposit:
        Less than $100,000                      42,311,144  1,116,787     5.28%    44,102,187 1,159,026    5.26%
        $100,000 and more                       11,976,882    328,151     5.48%    12,322,124   331,458    5.38%
                                                ----------  ---------     ----- -----------------------    -----
Total interest bearing deposits                122,994,381  2,961,821     4.82%   113,146,534 2,667,606    4.71%

Fed funds purchased                                725,041     21,376     5.90%       144,294     4,430    6.14%
Long term borrowings                            12,953,804    368,536     5.69%     1,477,266    45,755    6.19%
                                                ----------  ---------     -----------------------------    -----
Total interest bearing liabilities             136,673,225  3,351,733     4.90%   114,768,094 2,717,791    4.74%

Noninterest bearing liabilities
    Demand deposits                             17,140,021                         15,352,443
    Other liabilities                            1,492,534                          1,041,537
                                             -------------                    ---------------
Total liabilities                              155,305,780                        131,162,074
Stockholders' equity                            16,584,625                         14,859,269
                                             -------------                     --------------
Total liabilities and stockholders' equity    $171,890,405                       $146,021,342
                                              ============                       ============

Net Interest income                                         3,343,911                         3,036,167
                                                            =========                          ========
Interest rate spread                                                      3.31%                            3.62%
Interest expense as a percent of average
    earning assets                                                        4.11%                            3.94%
Net interest margin                                                       4.10%                            4.41%

<FN>
(1) Income and yields are  reported  on a  taxable-equivalent  basis  assuming a
federal tax rate of 34% in 1997 and 1998.
(2) Loans  placed on a nonaccrual  status are  reflected  in the  balances.  (3)
Annualized
</FN>
</TABLE>

<PAGE>


                           First National Corporation

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

                Not Applicable

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

         As of June 30, 1998 neither the Corporation nor the Bank was a party to
any legal proceedings.

Item 2.  Not Applicable

Item 3.  Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders

         First  National   Corporation's  annual  meeting  of  shareholders  was
reconvened on Wednesday, May 6, 1998 at the main office in Strasburg,  Virginia.
Information  relating to the  solicitation  of proxies  required by this item is
incorporated by reference from the Corporation's proxy statement dated April 16,
1998 for the Corporation's Reconvened Annual Meeting of Shareholders held May 6,
1998, filed with the Commission on April 16, 1998.

Item 5.  Not Applicable

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

          2.      Plan of acquisition, reorganization, arrangement, liquidation
                  or succession.

                  Not applicable

          3.      (I)   Articles of Incorporation
                  (ii) Bylaws

                  There have been no amendments during the quarter.

          4.  Instruments  defining  the rights of security  holders,  including
indentures.

                  Not applicable

         10.      Material contracts

                  Not applicable


<PAGE>


                                                 First National Corporation
                                                 PART II. OTHER INFORMATION


         11. Statement re computation of per share earnings.

                  Not applicable

         15.      Letter re unaudited interim financial information.

                  Not applicable

         18.      Letter re change in accounting principles.

                  Not applicable

          19. Report furnished to security holders.

                  Not applicable

         22. Published report  regarding  matters  submitted to vote of security
holders.

                  Not applicable

         23. Consent of experts and counsel.

                  Not applicable

         24.      Power of attorney

                  Not applicable

         27.      Financial Data Schedule

                  Filed electronically as a separate document.

         99.      Additional Exhibits

                  Not applicable

(b).     Reports on form 8-K

         None




<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                             First National Corporation
                                                   (Registrant)


Date    August 13, 1998                        /S/ Dana A. Froom
        ---------------                     -------------------------------

                                             Dana A. Froom, Comptroller
                                          (Principal Accounting Officer and
                                              Duly Authorized Officer)


<PAGE>

<TABLE> <S> <C>

<ARTICLE>                  9
<MULTIPLIER>               1,000
       
<S>                                                <C>
<PERIOD-TYPE>                                      6-MOS
<FISCAL-YEAR-END>                                  DEC-31-1998
<PERIOD-START>                                     JAN-01-1998
<PERIOD-END>                                       DEC-31-1998
<CASH>                                                       5,095
<INT-BEARING-DEPOSITS>                                          75
<FED-FUNDS-SOLD>                                             4,743
<TRADING-ASSETS>                                                 0
<INVESTMENTS-HELD-FOR-SALE>                                 47,150
<INVESTMENTS-CARRYING>                                         318
<INVESTMENTS-MARKET>                                           318
<LOANS>                                                    123,225
<ALLOWANCE>                                                  1,157
<TOTAL-ASSETS>                                             186,052
<DEPOSITS>                                                 150,289
<SHORT-TERM>                                                     0
<LIABILITIES-OTHER>                                          1,226
<LONG-TERM>                                                 17,743
                                            0
                                                      0
<COMMON>                                                     3,930
<OTHER-SE>                                                  12,864
<TOTAL-LIABILITIES-AND-EQUITY>                             186,052
<INTEREST-LOAN>                                              5,270
<INTEREST-INVEST>                                            1,282
<INTEREST-OTHER>                                                47
<INTEREST-TOTAL>                                             6,599
<INTEREST-DEPOSIT>                                           2,962
<INTEREST-EXPENSE>                                           3,352
<INTEREST-INCOME-NET>                                        3,247
<LOAN-LOSSES>                                                  138
<SECURITIES-GAINS>                                             136
<EXPENSE-OTHER>                                              2,559
<INCOME-PRETAX>                                              1,283
<INCOME-PRE-EXTRAORDINARY>                                   1,283
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                   882
<EPS-PRIMARY>                                                 1.12
<EPS-DILUTED>                                                 1.12
<YIELD-ACTUAL>                                                8.21
<LOANS-NON>                                                     74
<LOANS-PAST>                                                   207
<LOANS-TROUBLED>                                                37
<LOANS-PROBLEM>                                              1,410
<ALLOWANCE-OPEN>                                             1,112
<CHARGE-OFFS>                                                  102
<RECOVERIES>                                                     9
<ALLOWANCE-CLOSE>                                            1,157
<ALLOWANCE-DOMESTIC>                                         1,157
<ALLOWANCE-FOREIGN>                                              0
<ALLOWANCE-UNALLOCATED>                                          0
        

</TABLE>


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