FIRST NATIONAL CORP /VA/
10-Q, 1998-11-12
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 September 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 October 31, 1998: 787,936


<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)
                                   (Unaudited)
                                                                           Three Months Ended
                                                         September 30, 1998             September 30, 1997
Interest Income
<S>                                                                <C>                            <C>   
Interest and Fees on Loans                                         $2,783                         $2,425
Interest on Federal Funds Sold                                         34                             31
Interest on Deposits in Banks                                           8                              7
Interest and Dividends on Investment Securities
Available for Sale
Taxable                                                               719                            446
Non Taxable                                                            89                             89
Held to Maturity
Taxable                                                                 3                             34
Non Taxable                                                             0                              0
                                                             ------------                    -----------

Total Interest Income                                               3,636                          3,032

Interest Expense
Interest on Savings  Deposits and Interest
Bearing Demand Deposits                                               789                            694
Interest on Time Deposits of $100,000 or more                         193                            187
Interest on All Other Time Deposits                                   677                            576
Interest on Federal Funds Purchased                                     3                              2
Interest on Note Payable                                              255                             23
                                                                ---------                     ----------

Total Interest Expense                                              1,917                          1,482
                                                                 --------                        -------

Net Interest Income                                                 1,719                          1,550
   Provision for Loan Losses                                           90                             45
                                                               ----------                      ---------

     Net Interest Income After Provisions
        for Loan Losses                                             1,629                          1,505

Other Operating Income
Service Charges                                                       156                            146
Profits on Securities Available for Sale                                0                              0
Other Operating Income                                                142                            135
                                                                 --------                       --------

Total Operating Income                                                298                            281

Other Operating Expenses
Salaries and Employee Benefits                                        616                            594
Occupancy Expense                                                      70                             67
Equipment Expense                                                     127                            134
Other                                                                 420                            382
                                                                 --------                       --------

Total Operating Expenses                                            1,233                          1,177

Income Before Income taxes                                            694                            609

Income Taxes                                                          214                            186
                                                                ---------                      ---------

Net Income                                                           $480                           $423
                                                                =========                       ========

Per Share Data
Earnings Per Common Share,basic                                     $0.61                          $0.55
                                                                =========                       ========
Earnings Per Common Share,diluted                                   $0.61                          $0.55
                                                                =========                       ========
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)
                                   (Unaudited)
                                                                            Nine Months Ended
                                                         September 30, 1998             September 30, 1997

Interest Income
<S>                                                                <C>                            <C>   
Interest and Fees on Loans                                         $8,053                         $6,955
Interest on Federal Funds Sold                                         67                             66
Interest on Deposits in Banks                                          22                             22
Interest and Dividends on Investment Securities
Available for Sale
Taxable                                                             1,794                          1,261
Non Taxable                                                           269                            269
Held to Maturity
Taxable                                                                30                            115
Non Taxable                                                             0                              0
                                                             ------------                    -----------

Total Interest Income                                              10,235                          8,688

Interest Expense
Interest on Savings  Deposits and Interest
Bearing Demand Deposits                                             2,306                          1,871
Interest on Time Deposits of $100,000 or more                         521                            518
Interest on All Other Time Deposits                                 1,794                          1,736
Interest on Federal Funds Purchased                                    24                              6
Interest on Note Payable                                              624                             69
                                                                ---------                     ----------

Total Interest Expense                                              5,269                          4,200
                                                                 --------                        -------

Net Interest Income                                                 4,966                          4,488
   Provision for Loan Losses                                          228                            135
                                                               ----------                      ---------

     Net Interest Income After Provisions
        for Loan Losses                                             4,738                          4,353

Other Operating Income
Service Charges                                                       457                            393
Profits on Securities Available for Sale                              136                              8
Other Operating Income                                                438                            381
                                                                 --------                       --------

Total Operating Income                                              1,031                            782

Other Operating Expenses
Salaries and Employee Benefits                                      1,951                          1,767
Occupancy Expense                                                     205                            176
Equipment Expense                                                     372                            399
Other                                                               1,264                          1,084
                                                                 --------                       --------

Total Operating Expenses                                            3,792                          3,426

Income Before Income taxes                                          1,977                          1,709

Income Taxes                                                          615                            517
                                                                ---------                      ---------

Net Income                                                         $1,362                         $1,192
                                                              ===========                       ========

Per Share Data
Earnings Per Common Share,basic                                     $1.73                          $1.54
                                                                =========                       ========
Earnings Per Common Share,diluted                                   $1.73                          $1.54
                                                                =========                       ========
Cash Dividends                                                    $0.645                          $0.52 
                                                               ==========                      =========
<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)

                                                            September 30, 1998             December 31, 1997

               ASSETS
<S>                                                            <C>                             <C>   
Cash and due from banks                                           $5,608                          $3,623
Federal Funds Sold                                                     0                               0
Investment Securities
     Available for Sale                                           53,437                          40,037
     Held to Maturity                                                131                           1,662
Loans Net of Unearned Discount                                   128,484                         113,606
     Less: Allowance for Loan Losses                               1,209                           1,112
                                                               ---------                       ---------
          Net Loans                                              127,275                         112,494

Bank Premises and Equipment                                        3,787                           3,934
Interest Receivable                                                1,109                           1,148
Other Real Estate                                                    353                             919
Other Assets                                                       1,260                             772
                                                                --------                         -------

     Total Assets                                               $192,960                        $164,589
                                                                ========                        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
     Demand Deposits
          Non-Interest Bearing                                   $19,158                         $16,969
          Interest Bearing                                        16,054                          15,910
     Savings Deposits                                             56,032                          52,380
     Certificates of Deposit of $100,000 and over                 13,227                          12,243
     All Other Time Deposits                                      49,470                          42,260
                                                              ----------                      ----------

          Total Deposits                                        $153,941                        $139,762
                                                                --------                        --------

Federal Funds Purchased                                            2,554                           1,417
Federal Home Loan Bank Advance                                    17,727                           6,461
Accrued Expenses                                                   1,324                             767
                                                               ---------                       ---------

          Total Liabilities                                     $175,546                        $148,407
                                                                --------                        --------

Stockholders' Equity
     Common Stock, Par Value $5 per Share;
      Authorized 2,000,000 Shares
     787,426 & 777,547  Shares Issued and Outstanding             $3,937                          $3,888
     Surplus                                                       1,376                           1,187
     Accumulated Other Comprehensive Income                          471                             335
     Undivided Profits                                            11,630                          10,772
                                                               ---------                       ---------

          Total Stockholders' Equity                             $17,414                         $16,182
                                                                 -------                         -------

          Total Liabilities and Stockholders' Equity            $192,960                        $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)

                                                                                    NINE  MONTHS ENDED
                                                                       September 30, 1998   September 30, 1997

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                          <C>                   <C>   
Net Income                                                                    $1,362                $1,192
Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation and amortization                                               293                   351
     Provision for loan losses                                                   228                   135
     Change in assets and liabilities:
         (Increase) decrease in interest receivables                              39                  (103)
         (Increase) in other assets                                             (488)                 (280)
         Increase in accrued expenses                                            557                   570
                                                                              ------                ------

Net Cash Provided by Operating Activities                                     $1,991                $1,865
                                                                            --------              --------

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                                                       13,022                 3,600
Purchases of securities-available for sale                                   (32,676)              (15,910)
Proceeds from maturities and principal payments on securities-
     held to maturity                                                          1,528                   865
Purchases of bank premises and equipment                                        (145)               (1,003)
Net (increase) in loans                                                      (15,009)               (9,367)
Proceeds on sale of other real estate                                            576                     0
                                                                            --------         -------------

Net Cash (Used in) Investing Activities                                     ($26,321)             ($15,107)
                                                                            ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in demand deposits, NOW accounts,
     and savings accounts                                                      5,986                13,225
Net increase (decrease) in certificates of deposit                             8,194                  (905)
Net increase (decrease) in long-term borrowings                               11,265                   (14)
Net proceeds from issuance of common stock                                       238                    29
Cash dividends paid                                                             (505)                 (407)
Net increase in federal funds purchased                                        1,137                   988 
                                                                               -----            -----------

Net Cash Provided by Financing Activities                                    $26,315               $12,916
                                                                             -------             ---------

         Increase (Decrease) in Cash and Cash Equivalents                     $1,985                 $(326)

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

Ending                                                                        $5,608                $3,185
                                                                              ======                ======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
     Interest                                                                   $973                $1,074
                                                                             =======               =======

     Income Taxes                                                               $648                  $436
                                                                          ==========                 =====

<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)
                  Nine Months Ended September 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                                                                    1,192       1,192          1,192
Other comprehensive income
    net of tax:
    Unrealized gains on securities
      available for sale                                                                        283            283
    Reclassification adjustment
      for gains realized in net income                                                           (8)            (8)
                                                                                          ----------
Other comprehensive income,net of tax                                   275                     275
                                                                                             ------

Total  comprehensive income                                                                   1,467

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

Cash dividends declared                                                            (407)                      (407)
                                     ------------  -----------  -----------     --------                   --------

Balances, September 30, 1997               $3,879       $1,155         $306     $10,586                    $15,926
                                           ======       ======         ====     =======                    =======


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

Comprehensive income:
    Net Income                                                                    1,363       1,363          1,363
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                                                                    1,500

Issuance of authorized common stock
      dividend reinvestment plan                7           30                                                  37
      exercise of incentive stock options      42          159                                                 200

Cash dividends declared                                                            (505)                      (505)
                                     ------------   ----------  -----------     --------                  ---------

Balances, September 30, 1998               $3,937       $1,376         $471     $11,630                    $17,414
                                           ======       ======         ====     =======                    =======


<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 nine month and
three month periods ended  September 30, 1998 and 1997, the company's  financial
position at September 30, 1998 and December 31, 1997, and the cash flows for the
nine month periods ended Septemberr 30, 1998 and 1997. These  adjustments are of
a normal recurring nature.
<TABLE>
<CAPTION>

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

                                                                           (000 Omitted)

                                                     September 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             44,751       45,162          $411       31,961      32,162        $201
     Obligation of State and Political
         Subdivisions                     6,728        7,032          $304        6,478       6,785        $307
     Other Securities                     1,243        1,243            $0        1,090       1,090          $0
                                      ---------    ---------        ------    --------- -----------      ------
Total Securities Available for Sale     $52,722      $53,437          $715      $39,529     $40,037        $508


Securities Held to Maturity
     U. S. Treasury Securities               $0           $0            $0           $0          $0          $0
     U. S. Agency Securities                131          132            $1        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          $131         $132            $1       $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)

                                                         September  30, 1998         December 31, 1997

<S>                                                             <C>                       <C>
     Real estate loans:
       Construction and land development                          $5,089                    $3,583
       Secured by farm land                                          866                       947
       Secured by 1-4 family residential                          47,247                    45,133
       Other real estate loans                                    21,418                    17,126
     Loans to farmers (except those secured by real estate)          591                       647
     Commercial and industrial loans
             (except those secured by real estate)                24,854                    19,576
     Loans to individuals for personal expenditures               28,077                    26,574
     All other loans                                                 515                       461
                                                               ---------              ------------
              Total loans                                       $128,657                  $114,047
     Less unearned income reflected in loans                         173                       441
                                                               ---------              ------------
               Loans, net of unearned income                    $128,484                  $113,606
                                                                ========                  ========

<FN>
     The Bank had loans in a Nonaccrual category of $23,642 on December 31, 1997 and $ 453,000 on September 30, 1998.
</FN>
</TABLE>

<TABLE>
<CAPTION>

Note 4.   Allowance for Loan Losses

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

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

     Charge-Offs                                                               142                    40

     Recoveries                                                                 11                     8
                                                                           -------               -------

     Net Charge-Offs                                                           131                    32

     Provision for Loan Losses                                                 228                   135
                                                                          --------              --------

     Balance at End of Period                                               $1,209                $1,077
                                                                          ========                ======
</TABLE>



<PAGE>



                           FIRST NATIONAL CORPORATION

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

Overview

     Net income for the three  quarters of 1998 ended  September 30th was $1,362
thousand  compared to $1,192  thousand in 1997.  This  represents an increase of
14.26% which is  attributable  to an increase in net interest  income during the
period  and to gains  realized  on the sale of  securities  earlier in the year.
Total interest  income,  increased  $1.5 million during the period,  while total
interest expense increased $1.1 million resulting in an increase in net interest
income of $385 thousand. Total other operating expenses increased $366 thousand,
much faster than total operating income, net of profits on securities  available
for sale, which increased $113 thousand.  Management  increased the provision to
the  allowance for loan losses by $93 thousand as a result of growth in the loan
portfolio during the year and in anticipation of continued growth next year.

Yields, Rates and Net Interest Margin

     Interest  rates  on  loans  have  decreased  slightly  during  1998  and in
comparison  with the same  period  last  year,  the yield on the loan  portfolio
declined  from  9.01% in 1997 to 8.85%  in  1998.  At the same  time the cost of
interest bearing deposits  increased from 4.77% in the first nine months of 1997
to 4.84% in the same period of 1998.  While the yield on earning assets declined
21 basis  points  from  8.37% in 1997 to  8.16%  in 1998,  the cost of  interest
bearing  liabilities  increased  15 basis  points from 4.79% in 1997 to 4.94% in
1998.  This resulted in a decrease in the bank's interest rate spread from 3.58%
in 1997 to 3.23% in 1998.  Interest  expense as a percentage of average  earning
assets  increased  from 3.98% in 1997 to 4.15% in 1998.  The bank's net interest
margin decreased from 4.39% in 1997 to 4.02% 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.  At the end of
September  management  entered into an agreement to purchase land and a building
on North  Loudoun  Street in the city of  Winchester  as the location of another
branch office. Applications have been filed for the necessary approvals from the
bank's regulators. If the approvals are received and remodeling can be completed
on schedule,  it is management's  intention to open the branch prior to year end
1998.

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.  Testing of the core banking software was performed during the week
of  October  19th  and a few  minor  problems  were  detected  and  were  easily
corrected.  As a result of other tests,  the management  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.  The  replacement  of some  equipment may not be completed by
year end, but the equipment will be ordered and an  installation  date will have
been scheduled. Total projected expenditures are not expected to exceed $200,000
and the estimated  increase in depreciation  expense should be 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

<PAGE>


                           FIRST NATIONAL CORPORATION

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

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.

     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

                                                                   Nine Months Ended September 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                              $214,608   $21,613    13.39%      $201,647   $22,364   14.79%

Securities:
    Taxable                                     39,352,783  1,823,891     6.16%    29,377,200 1,376,029    6.25%
        Tax-exempt (1)                           6,690,798    407,686     8.10%     6,387,144   407,412    8.50%
                                               ----------- ----------     -----   ---------------------    -----
        Total Securities                        46,043,581  2,231,577     6.45%    35,764,344 1,783,441    6.65%

Loans (net of earned income): (2)
    Taxable                                    120,933,642  8,043,733     8.85%   102,834,394 6,940,537    9.00%
    Tax-exempt (1)                                 159,789     14,285    11.89%       249,557     21,532  11.50%
                                             ------------------------    ------  -----------------------  ------
        Total Loans                            121,093,431  8,058,018     8.85%   103,083,951 6,962,069    9.01%
Fed funds sold and repurchase
    agreements                                   1,704,968     66,902     5.22%     1,599,462     65,880   5.49%
                                              -----------------------     ----- ------------------------   -----
    Total earning assets                       169,056,588 10,378,110     8.16%   140,649,404 8,833,754    8.37%
Less: allowance for Loan Losses                 (1,158,937)                        (1,021,907)
Total nonearning assets                          9,691,853                          9,266,593
                                              ------------                     --------------
    Total Assets                              $177,589,504                       $148,894,090
                                              ============                       ============

LIABILITIES AND SHAREHOLDER EQUITY
    Interest bearing deposits:
    Checking                                    $9,517,233   $152,975     2.14%    $9,437,890  $157,212    2.22%
    Money market savings                         6,438,224    159,158     3.29%     7,699,923   194,074    3.36%
    Regular savings                             53,625,474  1,993,903     4.95%    41,569,730 1,520,111    4.88%
    Certificates of deposit:
        Less than $100,000                      44,748,893  1,794,077     5.33%    43,843,628 1,735,058    5.28%
        $100,000 and more                       12,564,104    521,354     5.52%    12,721,202   518,389    5.43%
                                                ----------  ---------     ----- -----------------------    -----
Total interest bearing deposits                126,893,928  4,621,467     4.84%   115,272,374 4,124,844    4.77%

Fed funds purchased                                551,998     23,957     5.77%       138,112     5,791    5.59%
Long term borrowings                            14,548,426    623,766     5.70%     1,474,769    68,894    6.23%
                                                ----------  ---------     -----------------------------    -----
Total interest bearing liabilities             141,994,352  5,269,190     4.94%   116,885,255 4,199,529    4.79%

Noninterest bearing liabilities
    Demand deposits                             17,573,440                         15,792,742
    Other liabilities                            1,523,413                            822,897
                                             -------------                    ---------------
Total liabilities                              161,091,205                        133,500,894
Stockholders' equity                            16,498,299                         15,393,195
                                             -------------                     --------------
Total liabilities and stockholders' equity    $177,589,504                       $148,894,089
                                              ============                       ============

Net Interest income                                         5,108,920                         4,634,225
                                                            =========                         =========
Interest rate spread                                                      3.23%                            3.58%
Interest expense as a percent of average
    earning assets                                                        4.15%                            3.98%
Net interest margin                                                       4.02%                            4.39%

<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  September  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

         No matters  were  submitted  to a vote of security  holders  during the
third quarter of 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   November 12 , 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>                                       9-MOS
<FISCAL-YEAR-END>                                   DEC-31-1998
<PERIOD-START>                                      JAN-01-1998
<PERIOD-END>                                        SEP-30-1998
<CASH>                                                       5,463
<INT-BEARING-DEPOSITS>                                         145
<FED-FUNDS-SOLD>                                                 0
<TRADING-ASSETS>                                                 0
<INVESTMENTS-HELD-FOR-SALE>                                 53,437
<INVESTMENTS-CARRYING>                                         131
<INVESTMENTS-MARKET>                                           132
<LOANS>                                                    128,484
<ALLOWANCE>                                                  1,209
<TOTAL-ASSETS>                                             192,960
<DEPOSITS>                                                 153,941
<SHORT-TERM>                                                 2,554
<LIABILITIES-OTHER>                                          1,324
<LONG-TERM>                                                 17,727
                                            0
                                                      0
<COMMON>                                                     3,937
<OTHER-SE>                                                  13,477
<TOTAL-LIABILITIES-AND-EQUITY>                             192,960
<INTEREST-LOAN>                                              8,053
<INTEREST-INVEST>                                            2,093
<INTEREST-OTHER>                                                89
<INTEREST-TOTAL>                                            10,235
<INTEREST-DEPOSIT>                                           4,621
<INTEREST-EXPENSE>                                           5,269
<INTEREST-INCOME-NET>                                        4,966
<LOAN-LOSSES>                                                  228
<SECURITIES-GAINS>                                             136
<EXPENSE-OTHER>                                              3,792
<INCOME-PRETAX>                                              1,977
<INCOME-PRE-EXTRAORDINARY>                                   1,977
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                 1,362
<EPS-PRIMARY>                                                 1.73
<EPS-DILUTED>                                                 1.73
<YIELD-ACTUAL>                                                4.02
<LOANS-NON>                                                    453
<LOANS-PAST>                                                   226
<LOANS-TROUBLED>                                                37
<LOANS-PROBLEM>                                              1,456
<ALLOWANCE-OPEN>                                               975
<CHARGE-OFFS>                                                  143
<RECOVERIES>                                                    11
<ALLOWANCE-CLOSE>                                            1,208
<ALLOWANCE-DOMESTIC>                                         1,208
<ALLOWANCE-FOREIGN>                                              0
<ALLOWANCE-UNALLOCATED>                                          0
                                                     

</TABLE>


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