FIRST NATIONAL BANKSHARES CORP
10-K/A, 1997-05-05
NATIONAL COMMERCIAL BANKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                                   (Mark One)
  [X]   ANNUAL REPORT UNDER SECTION 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 [FEE REQUIRED]
        For the fiscal year ended      December 31, 1996

                                       OR

  [  ]  TRANSITION REPORT UNDER SECTION 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
        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 of                   (I.R.S. Employer
incorporation or organization)                Identification Number)

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

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

Securities registered pursuant to Sec. 12(b) of the Act-     None
Securities registered pursuant to Sec. 12(g) of the Act-     None
Securities  issued  pursuant to a registrant  statement  which became  effective
under the Securities Act of 1933-

                     Common Stock, par value $5.00 per share
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K
                         [X]  Not subject to Section 16(a) requirements.

As of February 28, 1996, the aggregate  market value of the  outstanding  voting
common stock held by nonaffiliates  of the registrant,  computed by reference to
the  price at which  said  stock was  actually  sold in a  transaction  known to
management which took place on or about February 14, 1997,  (management believes
$50.00 was paid per share) was  $8,100,450.  This price was determined from this
transaction  known  to  management  of the  registrant  since  its  stock is not
extensively traded, listed on any exchange, or quoted by NASDAQ.

The total number of shares of the  registrant's  common stock  outstanding as of
February 28, 1997, was 192,500.

Documents Incorporated by Reference
                                                   Part of Form 10-K into which
Document the document is incorporated  Articles of Incorporation,  from 12/31/94
10-K Part IV,  Item 14  By-Laws,  from  12/31/94  Report  10-K Part IV,  Item 14
Material  Employment  Contract,  from  12/31/94  Report  10-K  Part IV,  Item 14
Material Lease Contract, from 03/31/96 Form 10-Q Part IV, Item 14 S-8 Statement,
from 07/31/96 Form S-8 Part IV, Item 14




<PAGE>
                                    SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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 (Registrant)


                                       By: /s/ L. Thomas Bulla     03/25/97
                                           ------------------------------------
                                           L. Thomas Bulla
                                           President, Chief Executive
                                           Officer and Director
                                           (Principal Executive Officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.





                                          /s/ Lucie T. Refsland         03/25/97
- ------------------------------------      --------------------------------------
S. Elwood Bare, Director                  Lucie T. Refsland, Director


                                          /s/ William R. Satterfield Jr.03/25/97
- ------------------------------------      --------------------------------------
John R. Dawkins, Director                 William R. Satterfield, Jr., Director


/s/ Richard E. Ford        03/25/97       /s/ Richard L. Skaggs         03/25/97
- ------------------------------------      --------------------------------------
Richard E. Ford, Director                 Richard L. Skaggs, Director


/s/ Bennett Fuller         03/25/97       /s/ Ronald B. Snyder          03/25/97
- ------------------------------------      --------------------------------------
Bennett Fuller, Director                  Ronald B. Snyder, Director


/s/ William D. Goodwin     03/25/97
- ------------------------------------
William D. Goodwin, Director



/s/ L. Thomas Bulla        03/25/97       /s/ Keith E. Morgan           03/25/97
- ------------------------------------      --------------------------------------
L. Thomas Bulla, President, Chief         Keith E. Morgan, Secretary & Treasurer
Executive Officer and Director
(Principal Executive Officer)


/s/ Jack D. Whitt          03/25/97
- ------------------------------------
Jack D. Whitt,
Chief Financial Officer, First National Bank
(Principal Financial and Accounting Officer)



<PAGE>




                                  EXHIBIT (27)
                             FINANCIAL DATA SCHEDULE
- -------------------------------------------------------------------------------




DATE: 12/31/96

    [TYPE]                    EX-27
    [DESCRIPTION]             FDS --
[TEXT]

[ARTICLE]                                            9
[CIK]
[NAME]                        First National Bankshares Corporation
[MULTIPLIER]                                   1,000
[CURRENCY]                                     U.S. DOLLARS
<TABLE>
<S>                                         <C>
[PERIOD-TYPE]                                 12-MOS
[FISCAL-YEAR-END]                        DEC-31-1996
[PERIOD-START]                           JAN-01-1996
[PERIOD-END]                             DEC-31-1996
[EXCHANGE-RATE]                              1.00000
[CASH]                                          2576
[INT-BEARING-DEPOSITS]                         63105
[FED-FUNDS-SOLD]                                2663
[TRADING-ASSETS]                                   0
[INVESTMENTS-HELD-FOR-SALE]                     3781
[INVESTMENTS-CARRYING]                         18836
[INVESTMENTS-MARKET]                           18850
[LOANS]                                        52800
[ALLOWANCE]                                      654
[TOTAL-ASSETS]                                 83668
[DEPOSITS]                                     73316
[SHORT-TERM]                                     492
[LIABILITIES-OTHER]                             1019
[LONG-TERM]                                        0
[PREFERRED-MANDATORY]                              0
[PREFERRED]                                        0
[COMMON]                                         963
[OTHER-SE]                                      7878
[TOTAL-LIABILITIES-AND-EQUITY]                 83668
[INTEREST-LOAN]                                 4667
[INTEREST-INVEST]                               1284
[INTEREST-OTHER]                                 215
[INTEREST-TOTAL]                                6166
[INTEREST-DEPOSIT]                              2380
[INTEREST-EXPENSE]                              2393
[INTEREST-INCOME-NET]                           3773
[LOAN-LOSSES]                                      0
[SECURITIES-GAINS]                                 1
[EXPENSE-OTHER]                                 3140
[INCOME-PRETAX]                                 1066
[INCOME-PRE-EXTRAORDINARY]                      1066
[EXTRAORDINARY]                                    0
[CHANGES]                                          0
[NET-INCOME]                                     736
[EPS-PRIMARY]                                   3.82
[EPS-DILUTED]                                   3.82
[YIELD-ACTUAL]                                  8.32
[LOANS-NON]                                      161
[LOANS-PAST]                                       0
[LOANS-TROUBLED]                                   0
[ALLOWANCE-OPEN]                                 643
[CHARGE-OFFS]                                    117
[RECOVERIES]                                     128
[ALLOWANCE-CLOSE]                                654
[ALLOWANCE-DOMESTIC]                             654
[ALLOWANCE-FOREIGN]                                0
[ALLOWANCE-UNALLOCATED]                            0

</TABLE>




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