POCAHONTAS BANKSHARES CORP
8-K, 1998-09-15
STATE COMMERCIAL BANKS
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                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.,  20549


                                    FORM 8-K

                                 CURRENT REPORT


      Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) September 11, 1998
                                                         ------------------

                           POCAHONTAS BANKSHARES CORPORATION
                          -----------------------------------
                 (Exact name of registrant as specified in its charter)



    West Virginia                   0-11671               55-0628089
    -------------------------------------------------------------------- 
(State or other jurisdiction of   (Commission         (IRS Employer  
incorporation or organization)     File Number)        dentification No.)

   500 Federal Street, Bluefield, WV                              24701
   --------------------------------------------------------------------- 
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:  (304) 325-8181
                                                     --------------- 

(Former name or former address, if changed since last report) Not applicable
                                                              --------------

<PAGE>


                      POCAHONTAS BANKSHARES CORPORATION
                                  FORM 8-K


Item 5.  Other Events

On September 11, 1998, Pocahontas Bankshares Corporation (the "Registrant")
announced a termination of negotiations to merge with First National
Bankshares Corporation of Ronceverte, West Virginia.  Enclosed is the text of
the official press release.

Item 7   Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

99.1     Press release announcing termination of merger negotiations between
Pocahontas Bankshares Corporation and First National Bankshares Corporation.


SIGNATURES

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

   (Registrant)            Pocahontas Bankshares Corporation
                           ---------------------------------

                           By:    /s/ J. Ronald Hypes        
                              --------------------------
                           J. Ronald Hypes, Treasurer
                           (Principal Accounting and Financial Officer)
                                                     
                           Date:     September 14, 1998    
                                ------------------------ 


Exhibit 99.1

                           FOR IMMEDIATE RELEASE SEPTEMBER 11, 1998

              POCAHONTAS BANKSHARES CORPORATION
                            AND
            FIRST NATIONAL BANKSHARES CORPORATION
       ANNOUNCE TERMINATION OF AFFILIATION DISCUSSIONS

        Bluefield, West Virginia - Pocahontas Bankshares Corporation of
Bluefield, West Virginia and First National Bankshares Corporation of
Ronceverte, West Virginia today announced that they have terminated their
discussions regarding a potential merger of the organizations.
        Pocahontas and First National had announced on July 31, 1998 an
agreement in principle for the merger of First National with and into
Pocahontas and a corresponding merger of First National's subsidiary bank,
First National Bank, into First Century Bank, N.A., a Pocahontas subsidiary
        The negotiation and execution of a definitive and legally binding
merger agreement was one of the conditions to the transaction.
        Pocahontas and First National were unable to attain agreement on
various long-term objectives of the proposed combined organization and terms
of the merger agreement, and, in view of fundamental disagreements over
various aspects of the proposal, have deemed it advisable to terminate
negotiations and the proposed transaction.
        R. W. Wilkinson, CEO of Pocahontas, expressed regret that the
proposed merger will not take place.  "Despite good faith efforts by both
parties, we were unable to agree on certain long-term business points. The
decision to part ways was by mutual agreement.  We wish First National
continued success in its future business ventures."
        L. Thomas Bulla, CEO of First National, stated that "we are
disappointed that these two fine companies could not attain agreement upon
the terms of affiliation.  We respect Pocahontas as a provider of quality
financial services and community involvement, and wish them the best for the
future."





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