FIRST NATIONAL BANKSHARES CORP
10-Q, 1995-11-13
NATIONAL COMMERCIAL BANKS
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C.  20549


                                  FORM 10-Q

(Mark One)

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

For the quarterly period ended                September 30, 1995              

                                     or

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

For the transition period from                           to                    
        



                    Commission File Number:   33-14252  

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



        West Virginia                                          62-1306172    
(State or other jurisdiction                                 (I.R.S. Employer
 of incorporation)                                        Identification No.)


One Cedar Street, Ronceverte, West Virginia                  24970           
(Address of principal executive offices)                   (Zip Code)        

                               (304) 647-4500         
            (Registrant's telephone number, including area code)


                                     N/A              
(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                No           

The number of shares outstanding of the issuer's classes of common stock as of
 September 30, 1995: 

                 Common Stock, $5 par value -- 192,500 shares  


                      THIS REPORT CONTAINS   22   PAGES<PAGE>

                    FIRST NATIONAL BANKSHARES CORPORATION

                                  FORM 10-Q
              For the Quarterly Period Ended September 30, 1995

                                    INDEX



                                                                         Page
PART I.  FINANCIAL INFORMATION

  Item 1.   Financial Statements

       Consolidated Balance Sheets - September 30, 1995 and December 31,
         1994                                                               3

       Consolidated Statements of Income -
         Three Months Ended September 30, 1995 and 1994 and
         Nine Months Ended September 30, 1995 and 1994                      4

       Consolidated Statements of Shareholders' Equity -
         Three Months Ended September 30, 1995 and 1994 and
         Nine Months Ended September 30, 1995 and 1994                      5

       Consolidated Statements of Cash Flows -
         Nine Months Ended September 30, 1995 and 1994                    6-7

       Notes to Consolidated Financial Statements                        8-12


  Item 2.   Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                        13-20



PART II. OTHER INFORMATION

  Item 6.   Exhibits and Reports on Form 8-K                               21



SIGNATURES                                                                 22
<PAGE>
PART I.  FINANCIAL INFORMATION

            FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
                          (in thousands of dollars)

<TABLE>
<CAPTION>
                                           September 30,        December 31,
       ASSETS                                 1995                  1994   
<S>                                         <C)                  <C>       
Cash and due from banks                    $   2,224            $   3,721
Federal funds sold                             1,108                1,720
Securities available for sale (Note 2)        17,524               23,281
Securities held to maturity (estimated
fair value  $7,149 and $7,158, respectively)
(Note 2)                                       7,119                7,521
Loans, net (Notes 3 and 4)                    44,490               38,766
Bank premises and equipment                    1,039                1,035
Accrued interest receivable                      597                  796
Other assets                                     594                  898

       Total assets                        $  74,695            $  77,738

       LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
  Deposits:
     Noninterest bearing                   $   9,052            $   9,209
     Interest bearing                         56,549               60,477
       Total deposits                         65,601               69,686
  Other liabilities                              914                  741

       Total liabilities                      66,515               70,427

Commitments and Contingencies

Shareholders' equity
  Common stock, $5.00 par value, authorized
     500,000 shares, issued 192,500 shares       963                  963
  Surplus                                      1,000                1,000
  Retained earnings                            6,241                5,873
  Net unrealized gain (loss) on securities       (24)                (525)
       Total shareholders' equity              8,180                7,311

       Total liabilities and shareholders'
         equity                            $  74,695           $   77,738

<FN>






               See Notes to Consolidated Financial Statements<PAGE>
            FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

</TABLE>
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)
              (In thousands of dollars, except per share data)
<TABLE>
<CAPTION>

                                 Three Months Ended        Nine Months Ended  
                                    September 30,             September 30,     
                                   1995       1994           1995       1994   
<S>                                <C>        <C>            <C>        <C>
Interest Income
  Interest and fees on loans      $ 1,031   $  904         $  2,917   $ 2,785 
  Interest and dividends on
        securities:
     Taxable                          327      405            1,051     1,176 
     Tax-exempt                        57       59              180       174 
  Interest on Federal funds sold       13       34               73        67 
     Total interest income          1,428    1,402            4,221     4,202 

Interest Expense
  Interest on deposits                540      516            1,562     1,576 

     Net interest income              888      886            2,659     2,626 

Provision for loan losses               0        0                0       123 

     Net interest income after
       provision for loan losses      888      886            2,659     2,503 

Other income
  Service fees                         44       53              139       153 
  Insurance commissions                 8        6               18        17 
  Securities gains                      0        0                0         0 
  Other income                         56       19              156        65 
                                      108       78              313       235 

Other expense
  Salaries and employee benefits      354      347            1,051     1,071 
  Net occupancy expense                45       42              145       140 
  Equipment rental, depreciation
        and maintenance                81       54              170       157 
  Other operating expenses            220      356              847       948 
                                      700      799            2,213     2,316 

Income before income taxes            296      165              759       422 

  Income tax expense                   92       18              216        68 

     Net income                 $     204  $   147           $  543    $  354 

Earnings per common share
       (Note 5)                 $    1.06  $  0.76           $ 2.83    $ 1.84 

Dividends per common share      $    0.30  $  0.30           $ 0.90    $ 0.60 

<FN>

               See Notes to Consolidated Financial Statements<PAGE>
</TABLE>
            FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (Unaudited)
                          (In thousands of dollars)
<TABLE>
<CAPTION>

                                   Three Months Ended       Nine Months Ended  
                                      September 30,           September 30,     
                                    1995        1994        1995        1994   
<S>                                 <C>         <C>         <C>         <C>
Balance, beginning of period    $  8,008    $  7,690     $ 7,311     $ 7,737

  Net income                         204         147         543         354

  Cash dividends declared            (58)        (57)       (174)       (115) 

  Net unrealized (loss) on
      securities available for
      sale upon adoption of
      SFAS No. 115                     -          -            -         311  

  Change in net unrealized (loss)
      on securities available
      for sale                        26        (102)        500        (609)

Balance, end of period          $  8,180    $  7,678     $ 8,180     $ 7,678 

<FN>




























               See Notes to Consolidated Financial Statements<PAGE>
</TABLE>
            FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
                          (In thousands of dollars)
<TABLE>
<CAPTION>
                                                    Nine Months Ended  
                                                      September 30,        
                                                     1995        1994   
<S>                                                 <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                       $ 543      $  354 
  Adjustments to reconcile net income
       to net cash provided by (used in)
     operating activities:
     Depreciation                                    113         102 
     Provision for loan losses                         -         123 
     Deferred income tax (benefit)                     -          (4)
     Amortization of security premiums
       (accretion) of security discounts, net        (15)         43 
     Decrease accrued interest receivable            199         218 
     Decrease (Increase) in other assets              36        (366)
     Increase in other liabilities                   191         190 

     Net cash provided by operating activities     1,067         660 

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales of securities
     available for sale                                -       1,000 
  Proceeds from maturities and calls
     of securities held to maturity                2,398         516 
  Proceeds from maturities and calls
     of securities available for sale              6,500       5,000 
  Principal payments received on securities
     held to maturity                                  -          57 
  Purchases of securities held to maturity        (1,954)     (2,869)
  Purchases of securities available for sale           -      (6,436)
  Principal collected on (loans made to)
     customers, net                               (5,724)      5,275 
  Purchases of bank premises and equipment          (117)        (85)
  Proceeds from sale of other real estate              -          47 

     Net cash provided by investing activities     1,103       2,505 

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in demand deposits,
     NOW and savings accounts                     (2,189)     (1,793)
  Proceeds from sales of (payments for matured)
     time deposits, net                           (1,897)     (1,276)
  Dividends paid                                    (193)        (58)

     Net cash (used in) financing activities      (4,279)     (3,127)
     Increase (decrease) in cash and cash
        equivalents                               (2,109)         38 

Cash and cash equivalents:
  Beginning                                        5,441       4,410 

  Ending                                         $ 3,332     $ 4,448 
<FN>
                                 (Continued)<PAGE>
    
</TABLE>
        FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

          CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                              (Unaudited)
                       (In thousands of dollars)

<TABLE>
<CAPTION>
                                                        Nine Months Ended  
                                                           September 30,        
                                                        1995         1994   
<S>                                                     <C>          <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash payments for:
     Interest paid to depositors                     $ 1,552   $    1,547 

     Income taxes                                    $   126   $      252 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES
  Dividends Payable                                  $    57   $       57 

<FN>




































               See Notes to Consolidated Financial Statements<PAGE>

</TABLE>
            FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

NOTE 1.  BASIS OF PRESENTATION

       The accounting and reporting policies of First National Bankshares
       Corporation and Subsidiary (the "Company) conform to generally
       accepted accounting principles and to general policies within the
       financial services industry.  The consolidated statements include
       the accounts of the Company and its wholly-owned subsidiary, The
       First National Bank in Ronceverte.  All significant intercompany
       balances and transactions have been eliminated.  The information
       contained in the consolidated financial statements is unaudited
       except where indicated.  In the opinion of management, all adjustments
       for a fair presentation of the results of the interim periods have
       been made.  All such adjustments were of a normal, recurring nature.
       The results of operations for the nine months ended September 30, 1995
       are not necessarily indicative of the results to be expected for the
       full year.  The consolidated financial statements and notes included
       herein should be read in conjunction with the Company's 1994 audited
       financial statements and Form 10-K.


NOTE 2.  SECURITIES

       The amortized cost, unrealized gains, unrealized losses and estimated
       fair values of securities at September 30, 1995 and December 31, 1994
       are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                           September 30, 1995              
                                                                     Estimated
                                   Amortized  Unrealized  Unrealized     Fair
                                     Cost       Gains       Losses      Value   
<S>                                <C>        <C>         <C>        <C>
       Held to maturity:
         Taxable:
         U.S. Treasury securities   $ 1,000   $    4      $    -      $ 1,004
         U.S.Government agencies          
            and corporations          1,001       13           -        1,014
         Corporate debt securities      500        -          14          486
            Total Taxable             2,501       17          14        2,504

         Tax Exempt:
         State & political
            subdivisions              4,618       27           -        4,645

         Total securities held
            to maturity            $  7,119  $    44      $   14      $ 7,149

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS<PAGE>
              

                                         September 30, 1995           
                                                                     Estimated
                                   Amortized  Unrealized Unrealized     Fair    
                                     Cost       Gains      Losses       Value   
<S>                                <C>        <C>        <C>         <C>        
       Available for Sale:
         Taxable:
         U.S. Treasury securities  $  2,967   $     -     $     7     $  2,960
         U.S.Government agencies          
            and corporations         14,536         -          31       14,505
         Federal Reserve Bank stock      57         -           -           57
            Total Taxable            17,560         -          38       17,522

         Tax Exempt:
         Federal Reserve Bank Stock       2         -           -            2

         Total securities available
             for sale              $  17,562  $     -     $    38     $ 17,524



                                             December 31, 1994                  
                                                                     Estimated
                                  Amortized  Unrealized  Unrealized     Fair    
                                    Cost        Gains      Losses      Value   

       Held to maturity:
         Taxable:
         U.S. Treasury Securities $   1,000   $    -      $   21     $   979 
         U.S.Government Agencies          
            and corporations          1,002        -          29         973 
         Corporate Debt Securities      500        -          51         449 
            Total Taxable             2,502        -         101       2,401 

         Tax Exempt:
         State & political
            subdivisions              5,019        8         270       4,757 

         Total securities held
            to maturity          $    7,521   $    8      $  371     $ 7,158 



                                                December 31, 1994             
                                                                     Estimated
                                    Amortized  Unrealized  Unrealized   Fair    
                                      Cost        Gains      Losses     Value   

       Available for Sale:
         Taxable:
         U.S. Treasury Securities   $   3,961  $     2      $    145  $ 3,818 
         U.S.Government Agencies          
            and corporations           20,069        3           668   19,404 
         Federal Reserve Bank Stock        57        -             -       57 
            Total Taxable              24,087        5           813   23,279 

         Tax Exempt:
         Federal Reserve Bank Stock         2        -             -        2 

         Total securities available
            for sale               $   24,089  $     5      $    813  $ 23,281 


                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         The maturities, amortized cost and estimated fair values of the
         Company's securities at September 30, 1995 are summarized as follows
         (in thousands):


                                       Held to Maturity    Available for Sale   
                                               Estimated             Estimated 
                                    Amortized     Fair     Amortized    Fair    
                                    Cost          Value       Cost     Value    
<S>                                 <C>           <C>      <C>        <C> 
         Due within 1 year          $   1,100   $  1,104   $   6,891 $  6,887
         Due after 1 but within
             5 years                    2,726      2,724      10,612   10,578
         Due after 5 but within
             10 years                   3,293      3,321           -       -   
         Due after 10 years                 -       -             59       59

                                    $   7,119   $  7,149   $  17,562 $ 17,524
</TABLE>


     
       The proceeds from sales and calls and maturities of securities, including
 principal payments received on mortgage-backed securities and the related gross
 gains and losses realized for the nine month periods ended September 30, 1995
 and 1994 are as follows (in thousands):

<TABLE>
<CAPTION>
                                     Proceeds From            Gross Realized    
                                        Calls and   Principal 
                                Sales   Maturities  Payments  Gains   Losses  
<S>                             <C>     <C>         <C>       <C>     <C>
Nine months ended Sept. 30, 1995
 Securities held to maturity   $   -    $   2,398    $   -    $  -    $  - 
 Securities available for sale     -        6,500        -       -       -     
                               $   -    $   8,898    $   -    $  -    $  -     

Nine months ended Sept. 30, 1994:
 Securities held to maturity   $   -    $     516    $   57   $  -    $  -     
 Securities available for sale   1,000      5,000        -       -       -     
                               $ 1,000  $   5,516    $   57   $  -    $  -     

</TABLE>
NOTE 3.  LOANS

       Total loans as of September 30, 1995 and December 31, 1994 are summarized
 as follows (in thousands of dollars):

<TABLE>
<CAPTION>
                                                September 30,    December 31, 
                                                1995                 1994      
<S>                                             <C>              <C>           
       Commercial, financial and agricultural   $    3,626       $    2,855 
       Real estate - construction                    1,605              660 
       Real estate - mortgage                       31,733           28,200 
       Installment loans to individuals              6,952            7,774 
       Other                                         1,536              387 
         Total loans                                45,452           39,876 

       Less unearned income                           (231)            (257) 
         Total loans net of unearned income         45,221           39,619 

       Less allowance for loan losses                 (731)            (853)
            Loans, net                          $   44,490       $   38,766 

</TABLE>
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.  ALLOWANCE FOR LOAN LOSSES

       Analyses of the allowance for loan losses are presented below (in
 thousands) for the nine month periods ended September 30, 1995 and 1994:
<TABLE>
<CAPTION>
                                                          Nine Months Ended    
                                                            September 30,      
                                                          1995         1994    
<S>                                                       <C>         <C>     
       Balance, beginning of period                     $  853        $ 776 

         Loans charged off                                (190)        (252) 
         Recoveries                                         68           39
            Net losses                                    (122)        (213)

         Provision for loan losses                           0          300

       Balance, end of period                           $  731        $ 863

</TABLE>
       Effective January 1, 1995, the Company adopted Statements of Financial
       Accounting Standards Nos. 114 and 118 (SFAS Nos. 114 and 118) "Accounting
       by Creditors for Impairment of a Loan" and "Accounting by Creditors
       for Impairment of a Loan - Income Recognition and Disclosures,"
       respectively. Under SFAS Nos. 114 and 118, a loan is impaired when, based
       on current information and events, it is probable that the Company will
       be unable to collect all amounts due according to the contractual
       terms of its loan agreement.  Impaired loans, other than certain groups
       of smaller-balance homogeneous loans that are collectively evaluated for
       impairment, are required to be reported at the present value of expected
       future cash flows discounted using the loan's original effective interest
       rate or, alternatively, at the loan's observable market price or at the
       fair value of the loan's collateral if the loan is collateral dependent.
       The method selected to measure impairment is made on a loan-by-loan
       basis, unless foreclosure is deemed to be probable in which case the fair
       value of the collateral method is used.  The implementation of the
       requirements of SFAS Nos. 114 and 118 did not have a significant
       impact on the accompanying financial statements.

       For purposes of SFAS Nos. 114 & 118, the Company considers groups of
       smaller balance, homogeneous loans to include: mortgage loans secured by
       residential property, other than those which significantly exceed the
       bank's typical residential mortgage loan amount (currently those in
       excess of $100,000); "other" loans, which include small balance,
       overdraft protection lines; and installment loans to individuals,
       exclusive of those loans in excess of $50,000.

       The Company's total recorded investment in impaired loans at September
       30, 1995 approximated $552,140, for which the related recorded allowance
       for credit losses determined in accordance with SFAS Nos. 114 and 118
       approximated $172,386.  The Company's average investment in such loans
       approximated $622,006 for the nine month period ended September 30, 1995.
       All impaired loans at September 30, 1995, were collateral dependent,
       and accordingly, the fair value of the loan's collateral was used to
       measure the impairment of each.

       Interest is accrued daily on impaired loans unless the loan is placed on
       non-accrual status.  Impaired loans are placed on non-accrual status
       when the payments of principal and interest are in default for a
       period of 90 days, unless the loan is both well secured and in the
       process of collection.  Interest on non-accrual loans is recognized
       primarily using the cost-recovery method.

       For the nine month period ended September 30, 1995, the Company
       recognized approximately $5,588 in interest income on impaired loans.
       Using a cash-basis method of accounting, the Company would have
       recognized approximately $5,383 in interest on such loans.

NOTE 5.  EARNINGS PER SHARE

       Earnings per common share are computed based on the weighted-average
       shares outstanding.  For the nine month periods ended September 30,
       1995 and 1994, the weighted-average common shares outstanding was
       192,500.  The weighted average common shares outstanding for the three
       month periods then ended was also 192,500.


<PAGE>
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  The following is a discussion and analysis focused on significant changes in
 the financial condition and results of operations of First National Bankshares
 Corporation (the "Company" or "Bankshares"), and its subsidiary, The First
 National Bank in Ronceverte.  This discussion and analysis should be read in
 conjunction with the consolidated financial statements and notes accompanying
 this analysis.

EARNINGS SUMMARY
  The Company reported net income of $204,000 for the three months ended
  September 30, 1995 compared to $147,000 for the quarter ended September
  30, 1994, representing a 39% increase.  Similarly, for the nine month
  period ended September 30, 1995, Bankshares' net income of $543,000 increased
  53% from the $354,000 reported for the same period of 1994.  The increases
  in quarterly and year-to-date earnings were primarily attributable to
  decreased provision for loan losses, and increased non-interest  income and
  decreased non-interest expense.  See NON-INTEREST INCOME, NON-INTEREST EXPENSE
  and PROVISION FOR LOAN LOSSES sections which follow for further discussion
  of these items.

  Earning per common share were $1.06 for the quarter ended September 30, 1995
  compared to the $0.76 reported for the third quarter of 1994.  For the nine
  month period ended September 30, 1995, earnings per common share totalled
  $2.83 compared with $1.84 for the same period of 1994.  An analysis of the
  contribution of each major component of the statement of income to earnings
  per share is presented in the following chart both for the three month and
  for the nine month periods ended September 30, 1995 and 1994.
<TABLE>
<CAPTION>

                                Three Months Ended     Nine Months Ended       
                                    September 30,          September 30,   
                                            Increase                 Increase  
                              1995   1994  (Decrease)   1995   1994 (Decrease)
<S>                          <C>     <C>   <C>        <C>     <C>     <C>
Interest income             $ 7.42 $ 7.28  $  0.14    $ 21.93 $ 21.83 $ 0.10
Interest expense              2.81   2.68     0.13       8.11    8.19  (0.08)
  Net interest income         4.61   4.60     0.01      13.82   13.64   0.18
Provision for loan losses     0.00   0.00     0.00       0.00    0.64  (0.64)
  Net interest income after
  provision for loan losses   4.61   4.60     0.01      13.82   13.00   0.82
Non-interest income           0.56   0.41     0.15       1.63    1.22   0.41
Non-interest expense          3.63   4.15    (0.52)     11.50   12.03  (0.53)
  Income before income taxes  1.54   0.86     0.68       3.95    2.19   1.76
Income tax expense            0.48   0.10     0.38       1.12    0.35   0.77
         Net income         $ 1.06 $ 0.76  $  0.30    $  2.83 $  1.84 $ 0.99

</TABLE>
  Bankshares' annualized return on average assets (ROA) for the third quarter of
  1995 was 1.08% compared to 0.72% for the third quarter of 1994.  This compares
  with ROA of 0.96% and 0.58% for the nine month periods ended September 30,
  1995 and 1994, respectively.  Annualized return on average shareholders'
  equity (ROE) was 10.48% for the third quarter of 1995 compared to 7.51% in the
  third quarter of 1994, while year-to-date ROE was 9.29% and 6.03% at
  September 30, 1995 and 1994, respectively.

NET INTEREST INCOME
  The most significant component of Bankshares' net earnings is net interest
  income, which represents the excess of interest income earned on earning
  assets over the interest expense paid for sources of funds.  Net interest
  income is affected by changes in volume resulting from growth and
  alteration of the balance sheet's composition, as well as by fluctuations
  in market interest rates and maturities of sources and uses of funds.
<PAGE>
  For purposes of this discussion, net interest income is presented on a fully
  tax-equivalent basis to enhance the comparability of the performance of
  tax-exempt to fully taxable earning assets.  For the periods ended September
  30, 1995 and 1994, the tax-equivalent adjustment was $93,000 and $90,000,
  respectively.

  Bankshares' net interest income on a fully tax-equivalent basis totalled
  $2,751,000 for the nine month period ended September 30, 1995 compared to
  $2,716,000 for the same period of 1994, representing an increase of $35,000
  or 1.3%.  The Company's net yield on interest earning assets increased to 5.1%
  in 1995 from 4.7% in 1994.

  The increase in the yield on earning assets is due primarily to the general
  increase in market interest rates since September 30, 1994, and to the
  investing of funds previously invested in securities into higher yielding
  loans.  The cost of interest bearing liabilities increased slightly, with
  1995's cost being 3.6% versus the previous year's 3.3% due to third quarter
  increases in rates paid on time deposits.  Further analysis of Bankshares'
  yields on interest earning assets and cost of interest earning liabilities
  and changes in its net interest income are presented in TABLE I and TABLE II.


PROVISION FOR LOAN LOSSES AND ASSET QUALITY
  The provision for loan losses represents charges to earnings necessary to
  maintain an adequate allowance for potential future loan losses.  Management's
  determination of the appropriate level of the allowance is based on an 
  ongoing analysis of credit quality and loss potential in the loan portfolio,
  actual loan loss experience relative to the size and characteristics of the
  loan portfolio, change in the composition and risk characteristics of the loan
  portfolio and the anticipated influence of national and local economic
  conditions.  The adequacy of the allowance for loan losses is reviewed
  quarterly and adjustments are made as considered necessary.

  The provision for loan losses totalled $0 for the third quarter of 1995, the
  same as that recorded in the third quarter of 1994.  For the nine month period
  ended September 30, 1995, the provision for loan losses was also $0, a
  decline of $123,000 compared to same period ended September 30, 1994.  These
  reductions were primarily the result of management's general strengthening of
  the Company's loan underwriting standards and a reduction in the level of
  past due loans.

  The allowance for loan losses was $731,000 at September 30, 1995 compared to
  $853,000 at December 31, 1994.  Expressed as a percentage of loans (net of
  unearned income), the allowance for loan losses was 1.62% at September 30,
  1995 compared to 2.15% at December 31, 1994.  Loans charged-off, net of
  recoveries of previously charged-off loans, totalled $122,000 and $213,000
  for the periods ended September 30, 1995 and 1994, respectively.  See Note
  4 of the notes to the consolidated financial statements for an analysis of the
  activity in the Company's allowance for loan losses for the nine month periods
  ended September 30, 1995 and 1994.

  Non-accrual loans declined 30.9% to $645,000 as of September 30, 1995,
  compared to September 30, 1994's level of $934,000.  Bankshares places into
  non-accrual status those loans which the full collection of principal and
  interest are unlikely or which are past due 90 or more days, unless the loans
  are adequately secured and in the process of collection.  The decrease in the
  level of non-accrual loans is attributed to the charge-off of several credits
  deemed uncollectible and the Company's enhanced loan collection policies and
  procedures.<PAGE>
<TABLE>
<CAPTION>
                                   TABLE I

                          AVERAGE BALANCE SHEET AND
                        NET INTEREST INCOME ANALYSIS
                          (In thousands of dollars)


                             Nine Months Ended            Nine Months Ended     
                            September 30, 1995           September 30, 1994    
                         Average             Yield/   Average            Yield/ 
                         Balance Interest(1) Rate     Balance Interest(1) Rate  
<S>                      <C>     <C>         <C>      <C>     <C>        <C>   
INTEREST EARNING ASSETS
  Loans                 $ 41,599  $2,917      9.35%   $ 42,513 $ 2,785    8.73%

  Securities:
     Taxable              23,469   1,050      5.97%     27,153   1,176     5.77%
     Tax-exempt            4,874     273      7.46%      4,439     264     7.93%
       Total securities   28,343   1,323      6.22%     31,592   1,440     6.08%

  Federal funds sold       1,595      73      6.10%      2,309      67     3.87%

       Total interest earning 
         assets           71,537       4,313   8.04%  76,414 4,292     7.49%

NON-INTEREST EARNING ASSETS
  Cash and due from banks        2,191                 2,998
  Bank premises and equipment    1,089                 1,098
  Other assets                   1,155                 1,308
  Allowance for loan losses       (735)                 (953)

       Total assets         $   75,237             $  80,865

INTEREST BEARING LIABILITIES
  Demand deposits           $   13,443 $ 268 2.66% $  12,144     $ 247   2.71%
  Savings deposits              20,259   527 3.47%    25,201       592   3.13%
  Time deposits                 23,620   767 4.33%    26,256       737   3.74%
     Total interest bearing
       liabilities              57,322 1,562 3.63%    63,601     1,576   3.30%

NON-INTEREST BEARING LIABILITIES
  AND SHAREHOLDERS' EQUITY
     Demand deposits             9,194                 9,080
     Other liabilities             934                   357
     Shareholders' equity        7,787                 7,827

         Total liabilities and
         shareholders' equity $ 75,237              $ 80,865 

       NET INTEREST 
         EARNINGS             $  2,751              $  2,716 

NET YIELD ON INTEREST EARNING  ASSETS       5.13%                        4.74%



(1) - Calculated on a fully tax-equivalent basis using the rate of 34% for 1995
         and 1994.<PAGE>

</TABLE>
                                  TABLE II

                   CHANGES IN INTEREST INCOME AND EXPENSE
             DUE TO CHANGES IN AVERAGE VOLUME AND INTEREST RATES
                          (In thousands of dollars)
<TABLE>
<CAPTION>

                                                    Nine Months Ended       
                                            Sept. 30, 1995 vs. Sept. 30, 1994   
                                                    Increase (Decrease)       
                                                    Due to Changes in:         
                                          Volume(1)      Rate(1)        Total   
<S>                                       <C>            <C>            <C>  
INTEREST EARNING ASSETS
  Loans                                   $    (61)      $   193       $   132

  Securities:
     Taxable                                  (164)           38          (126)
     Tax-exempt (2)                             25           (16)            9 
       Total securities                       (139)           22          (117)

  Federal funds sold                           (25)           31             6 

     Total interest earning assets            (225)          246            21 

INTEREST BEARING LIABILITIES
  Demand deposits                               26            (5)           21
  Savings deposits                            (124)           59           (65)
  Time deposits                                (79)          109            30 

     Total interest bearing liabilities       (177)          163           (14)

       NET INTEREST EARNINGS              $    (48)       $   83      $     35

<FN>
(1) -  The change in interest due to both rate and volume has been allocated
       between the factors in proportion to the relationship of the absolute
       dollar amounts of the change in each.

(2) -  Calculated on a fully tax-equivalent basis using the rate of 34%.

</TABLE>

  A summary of the Company's past due loans and nonperforming assets is provided
  in the following table.


             SUMMARY OF PAST DUE LOANS AND NONPERFORMING ASSETS
                          (in thousands of dollars)
<TABLE>
<CAPTION>
                                             September 30,        December 31,
                                             1995     1994             1994     
<S>                                          <C>      <C>             <C>
Loans past due 90 or more days
  still accruing interest                  $    0   $    0        $       0

Nonperforming assets:
  Nonaccruing loans                        $  645   $  934        $     933
  Other real estate owned                      23        0                0
                                           $  668   $  934        $     933
</TABLE>

NON-INTEREST INCOME
  Non-interest income includes revenues for all sources other than interest
  income and yield related loan fees. For the nine month period ended September
  30, 1995, non-interest income totalled $313,000, representing an increase
  of $78,000, or 33% from the $235,000 recorded during the same period of 1994.
  As a percentage of average assets, non-interest income was 0.42% and 0.29% for
  the nine month periods ended September 30, 1995 and 1994, respectively.  While
  service fees decreased 9.2% to $139,000 from $153,000, other income increased
  to $156,000 from 1994's level of $65,000. This increase is due primarily to
  increased trust income of $104,000 during the first nine months of 1995,
  versus $7,000 during the first nine months of 1994.


NON-INTEREST EXPENSE
  Non-interest expense comprises overhead costs which are not related to
  interest expense or to losses from loans or securities.  As of September 30,
  1995, the Company's non-interest expense totalled $2,213,000, representing a
  decrease of $103,000 over total non-interest expense incurred for the nine
  months ended September 30, 1994.  Expressed as a percentage of average assets,
  non-interest expense increased to 2.9% at September 30, 1995, from 2.8% at
  September 30, 1994.

  Salaries and employee benefits are Bankshares' largest non-interest cost,
  representing approximately 47.4%and 46.2% of total non-interest expense at
  September 30, 1995 and 1994, respectively.  Salaries and employee benefits
  decreased $20,000, or 2% at September 30, 1995 compared to September 30,
  1994.  This decrease is primarily due to attrition and the elimination of
  several positions since September 30, 1994. As a partial offset to these
  eliminations, the Bank hired a new Credit Administration Officer in March
  of 1995.  Currently, management believes that the Bank is adequately staffed.
  

  A large portion of the decrease in non-interest expenses can be attributed
  to the reassassment of the Bank's monthly FDIC insurance premium paid on
  deposit accounts. This reassessment was was retroactive to July 1, which
  allowed the Company to receive a refund of the premiums paid in excess of the
  reassesed amount plus accrued interest.  The premium dropped from a level of
  $13,100 per month to a current level of $2,100 per month.  Premium rates are
  not expected to increase again.


INCOME TAXES
  Bankshares' income tax expense, which includes both Federal and State income
  taxes, totalled $216,000 for the nine month period ended September 30, 1995,
  reflecting a $148,000 increase when compared to the same period of 1994,
  principally due to an increased level of taxable earnings.  Income tax expense
  equalled 28.5% and 16.1% of income before taxes at September 30, 1995 and
  1994, respectively.  For financial reporting purposes, income tax expense does
  not equal the Federal statutory income tax rate of 34% when applied to pre-tax
  income, primarily because of State income taxes and tax-exempt interest income
  included in income before income taxes.




FINANCIAL CONDITION
  Bankshares' total assets were $74,695,000 at September 30, 1995, compared to
  $77,738,000 at December 31, 1994, representing a 3.9% decrease.  This decrease
  is due largely to an overall decrease in deposits and a corresponding decrease
  in the securities portfolio.  Securities also decreased as assets were shifted
  into higher-yielding loans.

  The Bank's total securities portfolio decreased by $6,159,000 or 19.9% from
  December 31, 1994.  This decline reflects the decline in deposits mentioned
  below.  A summary of the Company's securities portfolio (both held-to-
  maturity and available-for-sale) is included as Note 2 to the consolidated
  financial statements.

  Loans, net of unearned income, increased by $5,724,000 or 14.8% during the
  first nine months of 1995.  A summary of the Bank's loans by category is
  included as Note 3 to the consolidated financial statements.  This increase
  represents a concentrated effort to increase loans and management believes
  that loan growth will continue throughout 1995 due to competitive loan pricing
  and marketing strategies.

       Total deposits decreased to $65,601,000 as of September 30, 1995, from
  $69,686,000 at December 31, 1994. This reduction was centered in the interest-
  bearing deposit accounts.  This decrease likely resulted from a lowering of
  interest rates on certificates of deposit and local competitive conditions.
  The deposit attrition ceased during the third quarter and has no impact on the
  Company's liquidity position.

LIQUIDITY AND INTEREST RATE RISK MANAGEMENT
  Liquidity reflects Bankshares' ability to ensure the availability of adequate
  funds to meet loan commitments and deposit withdrawals, as well as provide for
  other Company transactional requirements.  Liquidity is provided primarily 
  by funds invested in cash and due from banks and Federal funds sold, which
  totalled $3,332,000 at September 30, 1995 versus $5,441,000 at December 31,
  1994.  The Company's liquidity position is monitored continuously to ensure
  that day-to-day as well as anticipated funding needs are met.

  Further enhancing the Company's liquidity is the availability as of September
  30, 1995 of $7,626,000 in securities maturing within one year.  Also,
  Bankshares has classified in accordance with SFAS No. 115 securities with an
  estimated fair value totalling $17,524,000 as available for sale in response
  to an unforeseen need for liquidity.

  Management is not aware of any trends, commitments, events or uncertainties
  that have resulted in or are reasonably likely to result in a material change
  to the Company's liquidity.

  Interest rate risk represents the volatility in earnings and market values of
  interest earning assets and liabilities resulting from changes in market
  rates.  The Company seeks to minimize interest rate risk through asset/
  liability management.  Bankshares' principal asset/liability management
  strategy is gap management.  Gap is the measure of the difference between
  the volume of repricing interest earning assets and interest bearing
  liabilities during given time periods.  When the volume of repricing
  interest earning assets exceeds the volume of repricing interest bearing
  liabilities, the gap is positive -- a condition which usually is favorable
  during a rising rate environment.  The opposite case, a negative gap,
  generally is favorable during a falling rate environment.  When the
  interest rate sensitivity gap is near zero, the impact of interest rate risk
  is limited, for at this point changes in net interest income are minimal 
  regardless of whether interest rates are rising or falling.  An analysis of
  the Company's current gap position is presented in TABLE III.<PAGE>
<TABLE>
<CAPTION>
                                  TABLE III

                       INTEREST RATE SENSITIVITY GAPS
                             September 30, 1995
                          (In thousands of dollars)

                                                   Repricing (1)                
                                   Within 6       6 to 12     After          
                                   Months         Months    12 Months  Total    
<S>                                <C>            <C>       <C>        <C> 
INTEREST EARNING ASSETS
  Loans, net of unearned income    $ 20,492  $     5,118     $ 18,880 $ 44,490
  Securities                          2,603        5,384       16,656   24,643
  Federal funds sold                  1,108          -            -      1,108
     Total interest earning assets   24,203       10,502       35,536   70,241

INTEREST BEARING LIABILITIES
  Demand deposits                    13,093          -            -     13,093
  Savings deposits                   20,271          -            -     20,271
  Time deposits                      10,543        2,198       10,444   23,185
     Total interest bearing
      liabilities                    43,907        2,198       10,444   56,549

     Contractual interest
      sensitivity gap              $(19,704) $     8,304     $ 25,092 $ 13,692


  Adjustment (2)                     33,364      (33,364)         -       -     

     Adjusted interest
      sensitivity gap           $    13,660    $ (25,060)    $ 25,092 $ 13,692

     Cumulative adjusted
      interest sensitivity gap  $    13,660    $ (11,400)    $ 13,692

     Cumulative adjusted gap ratio     2.30         0.75         1.24

<FN>
(1) -  Repricing on a contractual basis unless otherwise noted.

(2) -  Adjustment to approximate the actual repricing of interest bearing demand
       deposits and savings accounts based upon historical experience.

</TABLE>
  On a contractual repricing basis, the Company is negatively gapped by
  ($19,704,000) over the less than six month time frame.  Included within this
  time period are $33,364,000 in interest bearing demand deposits and savings
  accounts which on a contractual basis are immediately repriceable.  However,
  based on historical experience, the repricing of these deposit balances tends
  to lag, at a minimum, six months behind changes in market interest rates. 
  For this reason, TABLE III reflects an adjustment to compensate for the time
  lag in the repricing of these deposits. After this adjustment, the table
  reflects a positive gap in the less than six month time frame of $13,660,000.
  The Company seeks to maintain its adjusted interest sensitivity gap within the
  less than six month category to a relatively small balance, positive or
  negative, regardless of anticipated upward or down movements in interest rates
  in an effort to limit the effects of interest rate risk on Company net
  interest income.


CAPITAL RESOURCES
  Maintenance of a strong capital position is a continuing goal of Bankshares'
  management.  Through management of its capital resources, the Company seeks to
  provide an attractive financial return to its shareholders while retaining
  sufficient capital to support future growth.

  Total shareholders' equity at September 30, 1995 was $8,180,000 compared to
  $7,311,000 at December 31, 1994, representing an increase of $869,000. 
  This increase is primarily attributable to the $501,000 decrease in the
  net unrealized loss recorded on securities classified as available for sale
  (See FINANCIAL CONDITION section for further discussion) as well as improved
  earnings during 1995.  Total shareholders' equity expressed as a percentage
  of total assets increased from 10% at December 31, 1994 to 11% at September
  30, 1995.  Cash dividends totalling $173,000, or $0.90 per share were declared
  during the first nine months of 1995 versus dividends of $116,000, or $0.60
  per share, during the first nine of 1994.  These payout levels represented 32%
  and 33% of the company's year-to-date earnings for September 30, 1995 and
  1994, respectively.

  As a Bank Holding Company, Bankshares is subject to the Federal Reserve
  Board's risk-based capital guidelines.  Such guidelines provide for relative
  weighting of both on and off-balance sheet items (such as loan commitments and
  standby letters of credit) based on their perceived degree of risk.  At
  September 30, 1995, the Company continues to exceed each of the regulatory
  risk-based capital requirements as shown in the following table:
<TABLE>

                          RISK-BASED CAPITAL RATIOS
                             September 30, 1994

                                                                Minimum   
                                          Actual               Requirement 
<S>                                        <C>                 <C>
     Tier 1 risk-based capital ratio      19.21%                  4.0%     
     Total risk-based capital ratio       20.46%                  8.0%     
     Leverage ratio                       10.91%                  4.0%     
</TABLE>

  Improved operating results and a consistent dividend program, coupled with an 
  effective management of credit and interest rate risk will be the key elements
  towards the Company continuing to maintain its present strong capital
  position in the future.
<PAGE>
PART II.  OTHER INFORMATION


  Item 6 Exhibits and Reports on Form 8-K

       a.   There are no exhibits included in this filing.

       b.   The Company did not file any Form 8-K, Current Reports during the
            quarter ended September 30, 1995.

<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 BANKSHARES CORPORATION
                                                                           
                                                                           
                                                                           
                    By      /S/  L. Thomas Bulla                           
                                                            L. Thomas Bulla
                                      President and Chief Executive Officer
                                                                           
                                                                           
                                                                           
                                                                           
                                                                           
                    By      /S/  Keith E. Morgan                           
                                                              Keith E. Morgan
                                                      Secretary and Treasurer




Date:                     


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1995
<CASH>                                           2,224
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 1,108
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     17,524
<INVESTMENTS-CARRYING>                           7,119
<INVESTMENTS-MARKET>                             7,149
<LOANS>                                         44,490
<ALLOWANCE>                                      2,230
<TOTAL-ASSETS>                                  74,695
<DEPOSITS>                                      65,601
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                914
<LONG-TERM>                                          0
<COMMON>                                           963
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>                  74,695
<INTEREST-LOAN>                                  1,031
<INTEREST-INVEST>                                  384
<INTEREST-OTHER>                                    13
<INTEREST-TOTAL>                                 1,428
<INTEREST-DEPOSIT>                                 540
<INTEREST-EXPENSE>                                 540
<INTEREST-INCOME-NET>                              888
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    220
<INCOME-PRETAX>                                     92
<INCOME-PRE-EXTRAORDINARY>                          92
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       204
<EPS-PRIMARY>                                     1.06
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                    5.13
<LOANS-NON>                                        645
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   853
<CHARGE-OFFS>                                      190
<RECOVERIES>                                        68
<ALLOWANCE-CLOSE>                                  731
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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