UNITED STATES
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) . . . . . September 8, 1998
First National Bankshares Corporation
(Exact name of registrant as specified in its charter)
West Virginia 33-14252 62-1306172
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(State or other juris- (Commission File No.) ( IRS Employer Ident-
diction of corporation) ification No.)
One Cedar Street
Ronceverte, West Virginia 24970
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (304) 647-4500
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Not Applicable
(Former name or former address, if changes since last report)
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Item 5. Other Events
On September 8, 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
terminated their negotiations towards a merger of the two entities
and have canceled their 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.
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 hereunto duly authorized.
First National Bankshares Corporation
September 8, 1998 By /S/ L. Thomas Bulla
(Date) L. Thomas Bulla
President and Chief Executive
Officer
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