FIRST COMMUNITY BANCSHARES INC /NV/
8-K, 2000-02-28
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    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)      FEBRUARY 22, 2000
                                                ---------------------------

                        FIRST COMMUNITY BANCSHARES,INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         NEVADA                          0-19297                 55-0694814
- ----------------------------      ------------------------    ----------------
(State or other jurisdiction      (Commission File Number)    (IRS Employer of
     incorporation)                                          Identification No.)


           P.O. BOX 989, BLUEFIELD, VIRGINIA                 24605-0989
- -------------------------------------------------------------------------------
        (Address of principal executive offices)             (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (540) 326-9000
                                                   ----------------------------


- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)






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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         (a)      Effective February 22, 2000, First Community Bancshares, Inc.
                  (the "Corporation") or (the "Registrant") dismissed its prior
                  independent certified public accountants, Deloitte & Touche
                  LLP ("Deloitte"). Deloitte's report on the Corporation's
                  consolidated financial statements during the two most recent
                  fiscal years ended December 31, 1998 contained no adverse
                  opinion or a disclaimer of opinion, and was not qualified or
                  modified as to uncertainty, audit scope or accounting
                  principles. The decision to change accountants was made by the
                  Registrant's Audit Committee.

                  During the last two fiscal years and the subsequent interim
                  periods to the date hereof, there were no disagreements
                  between the Corporation and Deloitte on any matters of
                  accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreements, if not resolved to the satisfaction of
                  Deloitte, would have caused it to make a reference to the
                  subject matter of the disagreements in connection with its
                  report.

                  None of the "reportable events" described in Item 304 (a) (1)
                  (v) occurred with respect to the Corporation within the last
                  two fiscal years and the subsequent interim period to the date
                  hereof.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 16.1 Letter from Deloitte & Touche LLP regarding change in certifying
accountant.


                                   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 hereunto duly authorized.

Dated: February 28, 2000

                                   FIRST COMMUNITY BANCSHARES, INC.


                                   BY: /s/ JAMES L. HARRISON, SR.
                                       -----------------------------------------
                                       JAMES L. HARRISON, SR., PRESIDENT & CHIEF
                                       EXECUTIVE OFFICER



                                  EXHIBIT INDEX

Exhibit No.                                                            Page No.

  16.1          Letter from Deloitte & Touche regarding change in         3
                certifying accountant



<PAGE>   1


Deloitte & Touche

                             Deloitte & Touche LLP    Telephone: (412) 338-7200
                             2500 One PPG Place       Facsimile: (412) 338-7380
                             Pittsburgh, Pennsylvania 15222-5401


February 24, 2000


Mr. John Mendez
Vice President and Chief Financial Officer
First Community Bancshares, Inc.
One Community Place
P.O. Box 989
Bluefield, Virginia 24605


Dear Mr. Mendez:

     This is to confirm that the client-auditor relationship between First
Community Bancshares, Inc. (Commission File No. 0-19297) and Deloitte & Touche
has ceased.


Yours truly,

/s/ Deloitte & Touche LLP


cc:  Office of the Chief Accountant
     SECPS Letter File
     Securities and Exchange Commission
     Mail Stop 11-3
     450 5th Street, N.W.
     Washington, D.C. 20549


     Mr. James L. Harrison, Sr., President and Chief Executive Officer
     Mr. W. W. Tinder, Jr., Chairperson of the Audit Committee




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