SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 31, 1998.
________________FIRST NATIONAL BANKSHARES CORPORATION_______________________
___WEST VIRGINIA____ ___33-14252____ ___62-1306172________
(State or other juris- (Commission File No.) (IRS Employer Identi-
diction of corporation) fication No.)
One Cedar Street
Ronceverte, West Virginia 24970
Registrant's telephone number, including area code 304-647-4500
__________________________NOT APPLICABLE____________________________________
(Former name or former address, if changes since last report)
Item 5. OTHER EVENTS.
On July 31, 1998, First National Bankshares Corporation ("First National")
a West Virginia corporation and registered bank holding company, and Pocahontas
Bankshares Corporation ("Pocahontas"), a West Virginia corporation and
registered bank holding company, announced that they have signed a non-binding
letter of intent setting forth an agreement in principle for the merger of
First National with Pocahontas, and the merger of First National's wholly
owned subsidiary, First National Bank, a national banking association, with a
Pocahontas subsidiary, First Century Bank, N.A., a national banking
association. The agreement in principle contemplates that each share of First
National will be exchanged for approximately 3.6 shares of Pocahontas. On
July 31, 1998, First National had issued and outstanding 192,903 shares of
common stock. The merger is contingent upon execution of a definitive merger
agreement and approval by First National and Pocahontas shareholders and
regulatory authorities.
Persuant 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 herunto duly authorized.
____FIRST NATIONAL BANKSHARES, INC._______
(Registrant)
DATE: August 6, 1998 By:_______________________________________
L. Thomas Bulla
Its:__President and CEO___________________
