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                   March 31, 1999       
                    --------------------------------------------------

                                                           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      X         No           

The number of shares  outstanding of the issuer's  classes of common stock as of
March 31, 1999:

                       Common Stock, $5 par value -- 192,903 shares  


                                THIS REPORT CONTAINS 29  PAGES


<PAGE>



                             FIRST NATIONAL BANKSHARES CORPORATION

                                            FORM 10-Q
                          For the Quarterly Period Ended March 31, 1998

<TABLE>
<CAPTION>
                                              INDEX
<S>                                                                                                               <C>

PART I.       FINANCIAL INFORMATION                                                                               PAGE

     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets -
                  March 31, 1999 and December 31, 1998                                                               3

              Condensed Consolidated Statements of Income -
                  Three Months Ended March 31, 1999 and 1998                                                         4

              Condensed Consolidated Statements of Comprehensive Income
                  Three Months Ended March 31, 1999 and 1998                                                         5

              Condensed Consolidated Statements of Shareholders' Equity -
                  Three Months Ended March 31, 1999 and 1998                                                         6

              Condensed Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 1999 and 1998                                                       7-8

              Notes to Condensed Consolidated Financial Statements                                                9-13


     Item 2.  Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                                                     14 - 24



PART II.      OTHER INFORMATION

     Item 1.  Legal Proceedings                                                                                     25

     Item 2.  Changes in Securities                                                                               none

     Item 3.  Defaults upon Senior Securities                                                                     none

     Item 4.  Submission of Matters to a Vote of Security Holders                                                   25

     Item 5.  Other Information                                                                                     25

     Item 6.  Exhibits and Reports on Form 8-K                                                                      25



          SIGNATURES                                                                                                26

</TABLE>

                                                           2

<PAGE>



PART I.  FINANCIAL INFORMATION

                       FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                      (in thousands of dollars)
<TABLE>
<CAPTION>
                                                                                  


                                                                                       March 31,          December 31,
                                                                                         1999              1998
ASSETS                                                                                (Unaudited)          (1)        
<S>                                                                                           <C>                <C>  

Cash and due from banks                                                            $         2,696              2,337
Federal funds sold                                                                           3,178              5,679
Securities held to maturity (estimated fair value
     $9,998 and $8,805, respectively) (Note 2)                                               9,993              8,739
Securities available for sale (Note 2)                                                      10,064              9,127
Loans, less allowance for loan losses of $751 and
      $766, respectively (Notes 3 and 4)                                                    67,233             68,671
Bank premises and equipment, net                                                             1,805              1,848
Accrued interest receivable                                                                    692                602
Other real estate owned acquired in settlement of loans                                        875                875
Other assets                                                                                   551                475 
                                                                                   ---------------    ----------------

              Total assets                                                         $        97,087    $        98,353 
                                                                                   ===============    ================



LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
     Deposits:
          Non-interest bearing                                                     $        10,239    $        12,123
          Interest bearing                                                                  69,951             69,098 
                                                                                   ---------------    ----------------
              Total deposits                                                                80,190             81,221
     Repurchase agreements                                                                     665                951
     Other liabilities                                                                         926                946
     Long-term borrowings                                                                    5,484              5,488 
                                                                                   ---------------    ----------------

              Total liabilities                                                             87,265             88,606 
                                                                                   ---------------    ----------------

Commitments and Contingencies (Note 5)

Shareholders' equity
     Common stock, $5.00 par value, authorized
          500,000 shares, issued 192,903 shares                                                965                965
     Surplus                                                                                 1,019              1,019
     Retained earnings                                                                       7,886              7,770
     Accumulated other comprehensive income                                                    (48)                (7)
                                                                                   ----------------   ----------------

              Total shareholders' equity                                                     9,822               9,747
                                                                                   ---------------    ----------------

              Total liabilities and shareholders' equity                           $        97,087    $         98,353
                                                                                   ===============    ================



</TABLE>



(1) Extracted from December 31, 1998 audited financial statements.

                 See Notes to Condensed Consolidated Financial Statements

                                          3

<PAGE>



                       FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                            CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                                                    Unaudited
(In thousands of dollars, except per share data)                                               Three Months Ended
                                                                                               March 31,        
<S>                                                                                 <C>            <C>

                                                                                    1999           1998 
                                                                                 ----------    ---------
Interest Income
     Interest and fees on loans                                                  $    1,458    $   1,582
     Interest and dividends on securities:
          Taxable                                                                       229          196
          Tax-exempt                                                                     42           50
     Interest on Federal funds sold                                                      49           49
                                                                                 ----------    ---------
          Total interest income                                                       1,778        1,877
                                                                                 ----------    ---------

Interest Expense
     Interest on deposits                                                               718          724
     Interest on repurchase agreements                                                    8           14
     Interest on long-term borrowings                                                    89           90
                                                                                 ----------    ---------
          Total interest expense                                                        815          828
                                                                                 ----------    ---------

          Net interest income                                                           963        1,049

Provision for loan losses                                                                -            15
                                                                                 ----------    ---------

          Net interest income after
          provision for loan losses                                                     963        1,034
                                                                                 ----------    ---------

Non-interest income
     Service fees                                                                        67           56
     Trust income                                                                        21           25
     Other income                                                                        21           24
                                                                                 ----------    ---------
          Total non-interest income                                                     109          105
                                                                                 ----------    ---------

Non-interest expense
     Salaries and employee benefits                                                     389          410
     Net occupancy expense                                                               69           63
     Equipment rental, depreciation and maintenance                                      70           74
     Data processing                                                                     50           41
     Advertising                                                                         15           12
     Professional & legal                                                                20           24
     Mailing & postage                                                                   17           18
     Directors' fees & shareholder expenses                                              27           35
     Stationary & supplies                                                               21           14
     Other operating expenses                                                            97          106
                                                                                 ----------    ---------
        Total non-interest expense                                                      775          797
                                                                                 ----------    ---------

Income before income taxes                                                              297          342
                                                                                 ----------    ---------
     Income tax expense                                                                  96          129
                                                                                 ----------    ---------

          Net income                                                             $      201    $     213
                                                                                 ==========    =========

Basic earnings per common share (Note 6)                                         $     1.04    $    1.11
                                                                                 ==========    =========
Diluted earnings per common share (Note 6)                                       $     1.04    $    1.10
                                                                                 ==========    =========

Dividends per common share                                                       $     0.44    $    0.40
                                                                                 ==========    =========

</TABLE>


                     See Notes to Condensed Consolidated Financial Statements

                                                 4

<PAGE>


                      FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


<TABLE>
<CAPTION>
                                                                                                    Unaudited
(In thousands of dollars, except per share data)                                               Three Months Ended
                                                                                               March 31,        
<S>                                                                                  <C>          <C>

                                                                                    1999           1998 
                                                                                 ----------    ---------

Net Income                                                                       $     201     $    213
     Other comprehensive income, net of tax:
          Unrealized gains/(losses) on securities:
              Gain (loss) arising during the period                                    (41)           3
              Reclassification adjustment                                                -            -
          Other comprehensive income                                                     -            - 
                                                                                 ----------    ---------

Comprehensive Income                                                             $      160    $     216
                                                                                 ==========    =========




</TABLE>






































                     See Notes to Condensed Consolidated Financial Statements

                                              5

<PAGE>



                        FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                    CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                      (In thousands of dollars)


<TABLE>
<CAPTION>

                                                                                               Unaudited
                                                                                      Three Months Ended
                                                                                               March 31,        
<S>                                                                                 <C>          <C>
 
                                                                                   1999         1998   

Balance, beginning of period                                                     $   9,747     $  9,325

     Net income                                                                        201          213

     Cash dividends declared                                                           (85)         (77)

     Change in net unrealized (loss) on
          securities available for sale                                                (41)           3 
                                                                                 ----------    ---------

Balance, end of period                                                           $    9,822    $  9,464 
                                                                                 ==========    =========





</TABLE>

































                    See Notes to Condensed Consolidated Financial Statements

                                                     6

<PAGE>



                       FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (In thousands of dollars)

<TABLE>
<CAPTION>

                                                                                                       Unaudited
                                                                                                 Three Months Ended
                                                                                                       March 31,        
<S>                                                                                                <C>          <C>

                                                                                                  1999         1998   
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                                $    201     $   213
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
          Depreciation                                                                               58            66
          Provision for loan losses                                                                   -            15
          Deferred income taxes (benefit)                                                             1             4
          Amortization of security premiums (accretion) of
             security discounts, net                                                                (12)          (20)
          (Gain) loss on disposal of assets                                                           -             1
          (Increase) decrease in accrued interest receivable                                        (90)           95
          (Increase) decrease in other assets                                                       (49)          (24)
          Increase (decrease) in other liabilities                                                  (20)          (11)
                                                                                               ---------    ----------

          Net cash provided by operating activities                                                  89           339 
                                                                                               ---------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of securities held
          to maturity                                                                             1,228         1,500
     Proceeds from maturities and calls of securities
          available for sale                                                                      2,002             -
     Purchases of securities held to maturity                                                    (2,478)            -
     Purchases of securities available for sale                                                  (3,000)       (1,093)
     Principal collected on (loans made to) customers, net                                        1,438           973
     Purchases of bank premises and equipment                                                       (15)          (24)
                                                                                               ---------    ----------

          Net cash provided by (used in) investing activities                                      (825)        1,356 
                                                                                               ---------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in demand deposits, NOW
          and savings accounts                                                                      156           179
     Proceeds from sales of (payments for matured)
          time deposits, net                                                                     (1,187)       (1,196)
     Net increase (decrease) in repurchase agreements                                              (286)          (71)
     Principal payments on long-term borrowings                                                      (4)           (3)
     Dividends paid                                                                                 (85)          (77)
                                                                                               ---------    ----------

          Net cash provided by (used in) financing activities                                    (1,406)       (1,168)
                                                                                               ---------    ----------

          Increase (decrease) in cash and cash equivalents                                       (2,142)          527

Cash and cash equivalents:
     Beginning                                                                                 $  8,016     $   5,901 
                                                                                               ---------    ----------

     Ending                                                                                    $  5,874     $   6,428
                                                                                               =========    ====



</TABLE>


                                                       (Continued)

                                                           7

<PAGE>



                      FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                       (In thousands of dollars)
<TABLE>
<CAPTION>

                                                                                                      Unaudited
                                                                                                  Three Months Ended
                                                                                                       March 31,        
<S>                                                                                              <C>            <C>

                                                                                                 1999          1998   
                                                                                               ---------    ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash payments for:
          Interest                                                                             $     878    $      815
                                                                                               =========    ==========

          Income taxes                                                                         $      10    $      195
                                                                                               =========    ==========



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

     Dividends declared and unpaid                                                             $      85    $       77
                                                                                               =========    ==========


</TABLE>






































                     See Notes to Condensed Consolidated Financial Statements

                                               8

<PAGE>



                        FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                        NOTES TO CONDENSED 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  preparation  of  financial
              statements  in  conformity  with  generally  accepted   accounting
              principles  requires  management to make estimates and assumptions
              that affect the  reported  amounts of assets and  liabilities  and
              disclosure of contingent assets and liabilities at the date of the
              financial  statements  and the  reported  amounts of revenues  and
              expenses during the reporting period.  Actual results could differ
              from those estimates.

              The condensed consolidated  statements include the accounts of the
              Company and its wholly-owned subsidiary,  First National Bank. All
              significant  inter-company  balances  and  transactions  have been
              eliminated.   The   information   contained   in   the   condensed
              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 three  months ended March 31, 1999
              are not  necessarily  indicative of the results to be expected for
              the full year. The condensed consolidated financial statements and
              notes  included  herein  should  be read in  conjunction  with the
              Company's 1998 audited financial statements and Form 10-K.

              Certain amounts in the condensed consolidated financial statements
              for  the  prior  year,   as   previously   presented,   have  been
              reclassified to conform to current year classifications.


Note 2.       Securities
              The  amortized  cost,  unrealized  gains,  unrealized  losses  and
              estimated fair values of securities at March 31, 1999 and December
              31, 1998 are summarized as follows (in thousands):

<TABLE>
<CAPTION>

                                                                                        March 31, 1999                      
<S>                                                                   <C>       <C>            <C>              <C>
                                                                                                             Estimated
                                                                   Amortized   Unrealized    Unrealized       Fair
                                                                    Cost         Gains        Losses          Value   
              Held to maturity:
                Taxable:
                  U.S. Government Agencies
                      and corporations                           $     5,983  $         -   $        81    $     5,902
                  State & political subdivisions                         500            -             9            491
                                                                 -----------  -----------   -----------    -----------
                      Total Taxable                                    6,483            -            90          6,393

                Tax Exempt:
                  State & political subdivisions                       3,510           95             -          3,605
                                                                 -----------  -----------   -----------    -----------

                Total securities held to maturity                $     9,993  $        95   $        90    $     9,998
                                                                 ===========  ===========   ===========    ===========

                                                           
</TABLE>

                                                  9

<PAGE>
<TABLE>
<CAPTION>


                         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                                                   March 31, 1999                      
<S>                                                                   <C>       <C>           <C>               <C>
                                                                                                             Estimated
                                                                  Amortized    Unrealized    Unrealized       Fair
                                                                   Cost          Gains        Losses          Value   
              Available for Sale:
                Taxable:
                  U.S. Government Agencies
                      and corporations                                9,503             9            88          9,424
                  Federal Reserve Bank stock                             57             -             -             57
                  Federal Home Loan Bank stock                          574             -             -            574
                  Other equity securities                                 7             -             -              7
                                                                 ----------   -----------   -----------    -----------
                      Total Taxable                                  10,141             9            88         10,062

                Tax Exempt:
                  Federal Reserve Bank stock                              2             -             -              2
                                                                 ----------   -----------   -----------    -----------

                  Total securities available for sale            $   10,143   $         9   $        88    $    10,064
                                                                 ==========   ===========   ===========    ===========



                                                                                                           December 31, 1998  
                                                                                                             Estimated
                                                                  Amortized    Unrealized    Unrealized       Fair
                                                                   Cost          Gains        Losses          Value   
              Held to maturity:
                Taxable:
                  U.S. Government Agencies
                      and corporations                           $    5,229   $         4   $        23    $     5,210
                  State & political subdivisions                          -             -             -              -
                                                                          -             -             -    -----------
                  Total Taxable                                       5,229             4            23          5,210

                Tax Exempt:
                  State & political subdivisions                      3,510            85             -          3,595
                                                                 ----------   -----------   -----------    -----------

                  Total securities held to maturity              $    8,739   $        89   $        23    $     8,805
                                                                 ==========   ===========   ===========    ===========


                                                                                                           December 31, 1998        
                                                                                                             Estimated
                                                                  Amortized    Unrealized    Unrealized       Fair
                                                                   Cost          Gains        Losses          Value   
              Available for Sale:
                Taxable:
                  U.S. Government Agencies
                      and corporations                           $    8,495   $        15   $        25    $     8,485
                  Federal Reserve Bank stock                             57             -             -             57
                  Federal Home Loan Bank stock                          574             -             -            574
                  Other equities                                          9             -             -              9
                                                                 ----------   -----------   -----------    -----------
                      Total Taxable                                   9,135            15            25          9,125

                Tax Exempt:
                  Federal Reserve Bank stock                              2             -             -              2
                                                                 ----------   -----------   -----------    -----------

                  Total securities held to maturity              $    9,137   $        15   $        25    $     9,127
                                                                 ==========   ===========   ===========    ===========



</TABLE>

                                                           10

<PAGE>



                         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              The  maturities,  amortized  cost and estimated fair values of the
              Company's  securities at March 31, 1999 are  summarized as follows
              (in thousands):
<TABLE>
<CAPTION>

                                                                              Held to Maturity     Available for Sale    
<S>                                                                   <C>        <C>             <C>           <C>

                                                                                Estimated                   Estimated
                                                                  Amortized      Fair         Amortized       Fair
                                                                   Cost          Value         Cost          Value    

                  Due within 1 year                              $    2,237   $     2,237   $     1,500    $     1,508
                  Due after 1 but within 5 years                      6,536         6,526         6,003          5,935
                  Due after 5 but within 10 years                       720           744         2,000          1,981
                  Due after 10 years                                    500           491             -              -
                  Equity securities                                       -             -           640            640
                                                                 ----------   -----------   -----------    -----------

                                                                 $    9,993   $     9,998   $    10,143    $    10,064
                                                                 ==========   ===========   ===========    ===========
</TABLE>

              The  Company's  Federal  Reserve  Bank stock and Federal Home Loan
              Bank stock are equity  securities which are included in securities
              available  for  sale in the  accompanying  condensed  consolidated
              financial  statements.  Such  securities  do  not  have  a  stated
              maturity  date,  and are  carried at cost,  since they may only be
              sold back to the respective issuer or another member at par value.

              The proceeds from sales and calls and  maturities  of  securities,
              and the  related  gross  gains and losses  realized  for the three
              month  periods  ended  March 31,  1999 and 1998 are as follows (in
              thousands):
<TABLE>
<CAPTION>

                                                     PROCEEDS FROM                              GROSS REALIZED  
                                                       Calls and
<S>                                                    <C>            <C>                        <C>          <C>
     
                                                      Sales      Maturities                    Gains          Losses  

     Three months ended March 31, 1998
          Securities held to maturity              $         -   $    1,228                 $        -     $        -
          Securities available for sale                      -        2,002                          -              - 
                                                   -----------   ----------                 -----------    -----------
                                                   $         -   $    3,230                 $        -     $        - 
                                                   ===========   ==========                 ===========    ===========

     Three months ended March 31, 1997:
          Securities held to maturity              $         -   $    1,500                 $        -     $        -
          Securities available for sale                      -            -                          -              - 
                                                   -----------   ----------                 -----------    -----------
                                                   $         -   $    1,500                 $        -     $        - 
                                                   ===========   ==========                 ===========    ===========
</TABLE>

Note 3.       Loans
              Total  loans  as of  March  31,  1999 and  December  31,  1998 are
summarized as follows (in thousands):
<TABLE>
<CAPTION>
<S>                                                                                       <C>                 <C>    

                                                                                       March 31,          December 31,
                                                                                         1999              1998       
                                                                                     --------------   ----------------
              Commercial, financial and agricultural                                 $       26,661   $         26,581
              Real estate - construction                                                        968                956
              Real estate - mortgage                                                         30,377             31,646
              Installment loans to individuals                                                8,348              8,482
              Other                                                                           1,630              1,772
                                                                                     --------------   ----------------
                  Total loans                                                                67,984             69,437

              Less unearned income                                                                -                  -
                                                                                     --------------   ----------------
                  Total loans net of unearned income                                         67,984             69,437

              Less allowance for credit losses                                                  751                766
                                                                                     --------------   ----------------
                      Loans, net                                                     $       67,233   $         68,671
                                                                                     ==============   ================


</TABLE>


                                                           11

<PAGE>



                       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4.       Allowance for Credit Losses
              Analyses of the allowance for loan losses are presented  below (in
              thousands)  for the three month  periods  ended March 31, 1999 and
              1998:

<TABLE>
<CAPTION>
                                                                                      Three Months Ended

<S>                                                                             <C>              <C>             <C>  
                                                                                            March 31,          Dec 31,
                                                                                1999           1998            1998   
                                                                          --------------    -----------   ------------

              Balance, beginning of period                                $        766      $       636   $       636

                  Loans charged off                                                (34)            (23)          (364)
                  Recoveries                                                        19              12             45 
                                                                          --------------    -----------   ------------
                      Net losses                                                   (15)            (11)         (319) 
                                                                          --------------    -----------   ------------

                  Provision for credit losses                                         -             15            449 
                                                                          --------------    -----------   ------------

              Balance, end of period                                      $         751     $      640    $       766 
                                                                          ==============    ===========   ============

</TABLE>

              The Company's total recorded investment in impaired loans at March
              31,  1999  and  December  31,  1998,   approximated  $453,000  and
              $318,000, respectively, for which the related allowance for credit
              losses determined in accordance with generally accepted accounting
              principles approximated $194,000 and $250,000,  respectively.  All
              impaired  loans  at  March  31,  1999  and  1998  were  collateral
              dependent,   and  accordingly,   the  fair  value  of  the  loan's
              collateral was used to measure the impairment of each loan.

Note 5.       Commitments and Contingencies
              The Company's  subsidiary  bank is, through the ordinary course of
              business,  party to financial  instruments with off-balance  sheet
              risk.  These  financial  instruments  include  standby  letters of
              credit and  commitments to extend credit.  The unused  portions of
              existing  lines of credit at March 31, 1999 and December 31, 1998,
              and the contract amount of commitments to lend are as follows,  in
              thousands of dollars:
<TABLE>
<CAPTION>
<S>                                                                            <C>             <C>

                                                                              March 31,     December 31
                                                                                1999           1998    
                                                                          --------------    -----------

              Commitments to extend credit                                $       11,512    $    11,508
                                                                          ==============    ===========
</TABLE>

              Management is not aware of any commitments or contingencies  which
              may reasonably be expected to have a material  impact on operating
              results,  liquidity or capital resources. The Company continues to
              have commitments related to various legal actions,  commitments to
              extend  credit,  and  employment  contracts  arising in the normal
              course of business.

Note          6. Earnings per share: Basic earnings per common share is computed
              based upon the weighted average shares  outstanding.  The weighted
              average number of shares  outstanding  was 192,903 and 192.500 for
              the three months ended March 31, 1999 and 1998, respectively.

              Under Financial  Accounting  Standards Statement No. 128, Earnings
              per  Share,  diluted  per share  amounts  assume  the  conversion,
              exercise or issuance of all  potential  common  stock  instruments
              unless the effect is to reduce the loss or increase the income per
              common share from continuing operations. At March 31, 1999, shares
              totaling 3,603 were  outstanding  under the stock option plan, all
              being fully-vested and exercisable, with 5,619 shares remaining as
              available for grant.












                                                           12

<PAGE>



                     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


              Basic and diluted earnings per share are calculated as follows:
<TABLE>
<CAPTION>

                                                                                               March 31, 1999   
<S>                                                                   <C>                      <C>            <C>

                                                                    Income                  Shares           Per Share
                                                                 (Numerator)            (   Denominator)        Amount
                                                                 -----------            ----------------   -----------
     Basic EPS
          Income available to common shareholders            $      201,000                     192,903    $      1.04
                                                                                                           ===========

     Effect of Dilutive Securities
          Stock options                                                   -                       1,097
                                                              -------------                 -----------

     Diluted EPS
          Income available to common shareholders            $      201,000                     194,000    $      1.04
                                                             ==============                 ===========    ===========




                                                                                               March 31, 1998  

                                                                    Income                  Shares           Per Share
                                                                 (Numerator)            (   Denominator)        Amount
                                                                 -----------            ----------------   -----------
     Basic EPS
          Income available to common shareholders            $      213,000                     192,500    $      1.11
                                                                                                           ===========

     Effect of Dilutive Securities
          Stock options                                                   -                         321
                                                              -------------                 -----------

     Diluted EPS
          Income available to common shareholders            $      213,000                     192,821    $      1.10
                                                             ==============                 ===========    ===========



</TABLE>

                                                           13

<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, First National
Bank for the periods  indicated.  This discussion and analysis should be read in
conjunction with the Company's 1998 consolidated  financial statements and notes
included in its Annual  Report to  Shareholders  and Form 10-K.  The  statements
contained in this discussion may include  forward-looking  statements based upon
management's expectations, and actual results may differ materially.

EARNINGS SUMMARY
The Company reported net income of $201,000 for the three months ended March 31,
1999 compared to $213,000 for the quarter ended March 31, 1998,  representing  a
5.6% decrease.  The decrease in quarterly earnings was primarily attributable to
a decrease in net interest  income.  See the NET INTEREST  INCOME  section which
follows for further discussion of this item.

Basic  earnings per common share was $1.04 for the quarter  ended March 31, 1999
compared to the $1.11 reported for the first quarter of 1998. An analysis of the
contribution  of each  major  component  of the  statement  of  income  to basic
earnings  per share is  presented  in the  following  chart for the three  month
periods ended March 31, 1999 and 1998.

<TABLE>
<CAPTION>

                                                                                            Three Months Ended
                                                                                                March 31,               

<S>                                                                                 <C>          <C>            <C>
                                                                                                            Increase
                                                                                   1999         1998        (Decrease)

Interest income                                                                 $     9.22   $     9.75   $     (0.53)
Interest expense                                                                      4.22         4.30         (0.08)
                                                                                ----------   ----------   ------------
     Net interest income                                                              5.00         5.45         (0.45)
Provision for loan losses                                                             0.00         0.08         (0.08)
                                                                                ----------   ----------   ------------
     Net interest income after
         provision for loan losses                                                    5.00         5.37         (0.37)
                                                                                ----------   ----------   ------------
Non-interest income                                                                   0.56         0.55          0.01
Non-interest expense                                                                  4.02         4.14         (0.12)
                                                                                ----------   ----------   ------------
     Income before income taxes                                                       1.54         1.78         (0.24)
Income tax expense                                                                    0.50         0.67         (0.17)
                                                                                ----------   ----------   ------------
          Net income                                                            $     1.04   $     1.11   $     (0.07)
                                                                                ==========   ==========   ============

</TABLE>

The Company's annualized return on average assets (ROA) for the first quarter of
1999 was  0.82%  compared  to 0.90% for the first  quarter  of 1998.  Annualized
return on average  shareholders' equity (ROE) was 8.21% for the first quarter of
1999  compared  to 8.99% in the  first  quarter  of 1998.  These  decreases  are
directly attributable to the decreased earnings level discussed herein.


NET INTEREST INCOME
The most  significant  component of the  Company's  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.

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 March 31, 1999
and 1998, the tax-equivalent adjustment was $22,000 and $25,000, respectively.

The  Company's  net  interest  income on a fully  tax-equivalent  basis  totaled
$985,000 for the three-month  period ended March 31, 1999 compared to $1,074,000
for the same period of 1998,  representing  a decrease  of $89,000 or 8.29%.  As
illustrated  in Table I, the  Company's  net yield on  interest  earning  assets
decreased to 4.31% for the three  months ended March 31, 1999  compared to 4.76%
reported in the comparable period of 1998. The majority

                                                           14

<PAGE>



of the decline  occurred in interest  earning  assets,  where the yield declined
from  8.44% in 1998 to 7.88% in 1999.  As shown in Table  II,  this  decline  is
largely attributable to a decreased interest rate environment in 1999. As a tool
to manage  interest  rate risk, a majority of the  Company's  loan  portfolio is
written with variable  interest rate  features,  whereby loan interest rates are
repriced at specified time intervals based upon a pre-determined index rate. 
Variable rate commercial credits are priced based upon the prime rate as
published in the Wall Street Journal. During the first quarter
of 1999,  the prime rate stood at 7.75% which compares to 8.50% during the first
quarter of 1998.  The  seventy-five  basis  point  decline in the prime rate was
largely  responsible for the negative  impact on the loan interest yield,  where
the  yield  declined  from  9.07% in 1998 to 8.51% in 1999.  As a result  of the
depressed  interest  rate  environment  and other  factors,  interest  income on
earning assets was down $102,000 in 1999 compared 1998.

Further analysis of the Company's yields on interest earning assets and interest
bearing liabilities and changes in net interest income as a result of changes in
average volume and interest rates are presented in Tables I and II.



                                                           15

<PAGE>
<TABLE>
<CAPTION>



                                                         TABLE I

                                                AVERAGE BALANCE SHEET AND
                                              NET INTEREST INCOME ANALYSIS
                                                (In thousands of dollars)
<S>                                               <C>       <C>            <C>       <C>            <C>        <C>

                                                                       Three Months Ended                    Three Months Ended
                                                                       March 31, 1999                        March 31, 1998         
                                             ---------------------------------------------------------------------------------------
                                               Average                   Yield/      Average                   Yield/
                                               Balance    Interest(1)     Rate       Balance    Interest(1)     Rate  

INTEREST EARNING ASSETS
     Loans                                   $   68,550   $    1,458       8.51%   $   69,732   $    1,582     9.07%
     Securities:
          Taxable                                14,724          229     6.22          12,739          196     6.15
          Tax-exempt                              3,862           64     6.62           4,090           75     7.33   
                                             ----------   ----------   --------    ----------   ----------   ---------
              Total securities                   18,586          293     6.30          16,829          271     6.44   
                                             ----------   ----------   --------    ----------   ----------   ---------

     Federal funds sold                           4,266           49     4.59           3,576           49     5.48  
                                             ----------   ----------   ---------   ----------   ----------   --------

     Total interest earning assets           $   91,403   $    1,800       7.88%   $   90,137   $    1,902     8.44%
                                             ==========   ==========   =========   ==========   ==========   =========

NON-INTEREST EARNING ASSETS
     Cash and due from banks                     3,237                                  2,385
     Bank premises and equipment                 1,824                                  2,065
     Other assets                                1,974                                  1,115
     Allowance for credit losses                  (768)                                 (637)
                                             ----------                            ----------

              Total assets                   $  97,670                             $   95,065
                                             ==========                            ==========

INTEREST BEARING LIABILITIES
     Demand deposits                         $   12,065   $       70     2.32%     $   12,596   $       79     2.51
     Savings deposits                            28,526          287     4.02          24,683          256     4.15
     Time deposits                               29,398          361     4.91          30,206          389     5.15 
                                             ----------   ----------   --------    ----------   ----------   -------
       Total interest bearing deposits       $   69,989   $      718     4.10      $   67,485   $      724      4.29%

     Repurchase agreements                        1,072            8     2.99%          1,429           14     3.92
     Long-term borrowings                         5,486           89     6.52           5,498           90     6.55 
                                             ----------   ----------   ---------   ----------   ----------   -------
        Other interest bearing liabilities        6,558           97     5.95           6,927          104     6.01

       Total interest bearing liabilities    $   76,547   $      815       4.26%   $   74,412   $      828      4.45%
                                             ----------   ----------   ---------   ----------   ----------   --------

NON-INTEREST BEARING LIABILITIES
     AND SHAREHOLDERS' EQUITY
          Demand deposits                        10,412                                10,138
          Other liabilities                         924                                 1,038
          Shareholders' equity                    9,787                                 9,477
                                             ----------                            ----------

                  Total liabilities and
                  shareholders' equity       $   97,670                            $   95,065
                                             ==========                            ==========

              NET INTEREST
                  EARNINGS                                $      985                            $    1,074
                                                          ==========                            ==========

              NET YIELD ON INTEREST
                     EARNING ASSETS                                        4.31%                                 4.76%
                                                                       =========                          ============
</TABLE>

(1) - Calculated on a fully  tax-equivalent basis using the rate of 34% for 1999
and 1998.
(2) - For purposes of this table, nonaccruing loans are included in average loan
balances and loan fees are included in interest income.

                                                           16

<PAGE>


<TABLE>
<CAPTION>

                                                        TABLE II

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

<S>                                                                             <C>            <C>                <C>    

                                                                                             Three Months Ended
                                                                                         March 31, 1999 vs. March 31, 1998   
                                                                                             Increase (Decrease)
                                                                                             Due to Changes in:            
                                                                            Volume (1)      Rate (1)         Total    

INTEREST EARNING ASSETS
     Loans                                                                   $     (26)      $    (98)       $   (124)

     Securities:
          Taxable                                                                   31              2              33
          Tax-exempt (2)                                                            (4)            (7)            (11)
                                                                             ----------      ---------       ---------
              Total securities                                                      27             (5)             22 
                                                                             ----------      ---------       ---------

     Federal funds sold                                                              8             (8)              - 
                                                                             ----------      ---------       ---------

          Total interest earning assets                                              9            (111)           (102)
                                                                             ----------      ----------      ----------

INTEREST BEARING LIABILITIES
     Demand deposits                                                                (3)            (6)             (9)
     Savings deposits                                                               39             (8)             31
     Time deposits                                                                 (10)           (18)            (28)
     Repurchase agreements                                                          (3)            (3)             (6)
     Long-term borrowings                                                            -             (1)             (1)
                                                                             ----------      ---------       ---------

          Total interest bearing liabilities                                        23             (36)           (13)
                                                                             ----------      ----------      ---------

              NET INTEREST EARNINGS                                          $     (14)      $      (75)     $      (89)
                                                                             ==========      ===========     ===========
</TABLE>

(1) -     The changes 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) -     Tax-exempt securities income has been calculated based upon a fully
          tax-equivalent basis using the rate of 34%.



                                                           17

<PAGE>



PROVISION FOR LOAN LOSSES AND LOAN QUALITY
The  provision  for loan  losses  represents  charges to earnings  necessary  to
maintain the allowance  for loan losses at a level which is considered  adequate
in relation to the  estimated  risk inherent in the loan  portfolio.  Management
considers  various  factors in determining  the amount of the provision for loan
losses including  overall loan quality,  changes in the mix and size of the loan
portfolio, previous loss experience and general economic conditions.

No provision for loan losses was considered  necessary  during the first quarter
of 1999. During the first quarter of 1998, the Company made a provision for loan
losses of  $15,000.  See  further  discussion  of loan  quality  and the related
allowance for loan losses in the LOAN PORTFOLIO section of this analysis.


NON-INTEREST INCOME
Non-interest  income  includes  revenues  from all sources  other than  interest
income and yield related loan fees. For the  three-month  period ended March 31,
1999,  non-interest income totaled $109,000, up $4,000 or 3.8% from the $105,000
that was recorded  during the first  quarter of 1998.  Stated as a percentage of
average  assets,  non-interest  income  was  approximately  0.11%  for the first
quarter of 1999 and 1998.

Effective  January 1, 1999,  management  implemented a new fee schedule  whereby
certain service charges assessed on demand deposit accounts were increased. As a
result, service fees increased $11,000 or 19.6% during the first quarter of 1999
compared to the same period of 1998,  and for the year, are expected to increase
over  1998's  level.  The  increase in service fee income was offset by a $7,000
decline in trust and other  income  during the  quarter.  Estate and other trust
services tend to fluctuate from year to year, and trust revenues are expected to
be lower in 1999 compared to 1998.

NON-INTEREST EXPENSE
Non-interest  expense comprises overhead costs which are not related to interest
expense,  income taxes or the provision  for loan losses.  As of March 31, 1999,
the Company's non-interest expense totaled $775,000,  representing a decrease of
$22,000, or 2.8%, from the $797,000  non-interest  expense incurred in the first
quarter of 1998.  Expressed  as a  percentage  of average  assets,  non-interest
expense decreased to 0.79% at March 31, 1999, from 0.84% at March 31, 1998.

Salaries and employee  benefits are the  Company's  largest  non-interest  cost,
representing  approximately 50% and 51% of total  non-interest  expense at March
31,  1999 and 1998,  respectively.  Salaries  and  employee  benefits  decreased
$21,000,  or 5.1% as of March 31, 1999 compared to March 31, 1998. This decrease
is primarily due to the company having three fewer full-time equivalents in 1999
compared  to 1998.  Less staff has been the result of employee  retirements  and
voluntary resignations.  Management feels the existing staff is adequate to meet
its  customers'  needs  without  incurring  excessive  amounts  of  overtime  or
contractual labor.  Therefore,  the positions,  for the short-term,  will not be
filled.

Recent  changes in the State of West  Virginia's  property tax laws coupled with
the  assessment  of property  taxes on various  large dollar  capital  additions
within the past few years,  namely the new branch in Lewisburg,  have  increased
net occupancy  expense $6,000 over the amount reported in 1998. Data processing,
which  stood at  $41,000  in 1998,  increased  $9,000 or 21.9%  during the first
quarter of 1999.  The increase is largely  attributable  to an estimated 15% fee
hike  imposed by the third  party  processor  since  February  1998.  The $8,000
decrease in director's fees and shareholder  expenses and the $7,000 increase in
stationary  and  supplies  expenses are largely due to timing  differences.  The
amounts  incurred for both line items  during the first  quarter of 1999 are not
materially  different from budgeted amounts,  and for the year, are not expected
to be materially  different from 1998's expense. No other significant  variances
or unusual non-interest expense items occurred during the quarter.


INCOME TAXES
The Company's  income tax expense,  which includes both federal and state income
taxes,  totaled $96,000 for the three-month period ended March 31, 1999 compared
to $129,000 for same period of 1998.  Income tax expense equaled 32.3% and 37.7%
of income before taxes at March 31, 1999 and 1998,  respectively.  For financial
reporting  purposes,  income tax expense  does not equal the  federal  statutory
income tax rate of 34.0% when applied to pre-tax  income,  primarily  because of
the state income taxes,  net of the federal  benefit,  and  tax-exempt  interest
income included in income before income taxes.




                                                           18

<PAGE>




CHANGES IN FINANCIAL CONDITION
The  Company's  total assets were  $97,087,000  at March 31,  1999,  compared to
$98,353,000  at December  31, 1998,  representing  a decrease of  $1,266,000  or
1.29%. Average total assets have also declined during the quarter.  However, the
decrease was only $683,000 or 0.69%. Details concerning changes in the Company's
major balance sheet items and changes in financial condition follow.

Securities
The Bank's total  securities  portfolio  increased by  $2,191,000  or 12.2% from
December  31,  1998.  Due to slow  loan  demand  and  net  payoffs  in the  loan
portfolio,  management opted to purchase  securities with interest yields better
than  overnight  investments,  such as Federal  funds sold. In  anticipation  of
future loan  growth,  an effort was made to purchase  short-term  securities.  A
summary of the  Company's  securities  portfolio  is  included  as Note 2 to the
condensed consolidated financial statements.

Loan Portfolio
Loans, net of unearned  income,  decreased during the first quarter of 1999 from
$69,437,000  at year end 1998 to  $67,984,000  as of March 31, 1999.  Similarly,
average loans outstanding through March 31, 1999, of $68,550,000  decreased from
the average loans outstanding at March 31, 1998, of $69,732,000. With the lowest
mortgage and prime interest rates in recent years, many customers have taken the
opportunity to refinance  their existing debt.  Although the Company  strives to
remain  competitive  in the pricing of its loan  products,  several large dollar
credits have refinanced with competing banks and financial institutions. Through
the strength of its business  and  personal  relationships,  future loan growth,
primarily  in  high-quality  commercial  and  commercial  real estate  loans and
residential mortgages, is anticipated by Bank management. Marketing efforts will
focus on the Bank's primary and contiguous market areas. A summary of the Bank's
loans by  category in  comparison  to year end 1998 is included in Note 3 to the
condensed consolidated financial statements.

The  allowance  for loan  losses was  $751,000  at March 31,  1999  compared  to
$766,000  at December  31,  1998.  Expressed  as a  percentage  of loans (net of
unearned income),  the allowance for loan losses was 1.10% at March 31, 1999 and
December  31,  1998.  Loans   charged-off,   net  of  recoveries  of  previously
charged-off loans,  totaled $15,000 and $11,000 for the three months ended March
31,  1999  and  1998,  respectively.  See Note 4 of the  notes to the  condensed
consolidated  financial  statements  for  an  analysis  of the  activity  in the
Company's  allowance for loan losses for the three month periods ended March 31,
1999 and 1998, and December 31, 1998.

The  Company's   allowance  for  loan  losses  is  divided  into  allocated  and
unallocated categories. The allocated portion of the allowance is established on
a loan-by-loan and pool-by-pool  basis. The unallocated  portion is for inherent
losses  that may  exist  as of the  evaluation  date,  but  which  have not been
specifically identified by the processes used to establish the allocated portion
due to inherent  imprecision  in the objective  process of  identification.  The
unallocated  portion is  subjective  and  requires  judgment  based upon various
qualitative  factors in the loan  portfolio  and the market in which the Company
operates.   At  March  31,  1999,  the  unallocated  portion  of  the  allowance
approximated  $244,000  compared to $95,000 at year-end 1998, or 32.5% and 12.4%
of the total allowance, respectively. The increase in the unallocated portion is
due to the  following:  (1) a principal  payment  received  on a problem  credit
reduced the specific  allocation by $47,000,  and (2) the decrease in total loan
outstandings  equated to a smaller  pooled  reserve  requirement.  However,  the
increase in the unallocated  portion was most impacted by the improvement in the
Company's loss  experience over the past several years.  Currently,  the Company
uses an adjusted three-year  charge-off factor for each pool of loans to measure
the pooled  requirement.  Cumulative net  charge-offs  over the past three years
total  $358,000.  This same loss history equates to  approximately  0.17% of the
average  total loan balance over the same time period and compares  favorably to
other  common-sized  banks within its market area.  This low level of net losses
has been achieved through sound lending policies and procedures.

Total  recorded  investment in impaired loans at March 31, 1999 and December 31,
1998,  approximated  $453,000  and  $318,000,  respectively,  for which  related
allowance for credit losses  determined in accordance  with  generally  accepted
accounting  principles  approximated  $194,000 and $250,000,  respectively.  All
impaired  loans  at March  31,  1999 and 1998  were  collateral  dependent,  and
accordingly,  the fair value of the loan's  collateral  was used to measure  the
impairment of each loan. Impaired loans are included in nonaccrual loans.

The  Company  places  into  non-accrual  status  those  loans for 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.  A summary of the Company's past due loans and non-performing assets
is provided in the following table:

                                                           19

<PAGE>

<TABLE>
<CAPTION>


                       SUMMARY OF PAST DUE LOANS AND NON-PERFORMING ASSETS
                                         (in thousands of dollars)

<S>                                                                   <C>            <C>            <C>   

                                                                                March 31,         December 31,
                                                                      1998          1997            1997      
                                                                  -----------   -----------   ----------------

Loans past due 90 or more days still accruing                     $         -             -       $       -
                                                                  ===========   ===========       =========

NON-PERFORMING assets:
     Non-accruing loans                                           $       453   $     1,707       $     318
     Other real estate owned                                              875            20             875
                                                                  -----------   -----------       ---------

                                                                  $     1,328   $     1,727       $   1,193
                                                                  ===========   ===========       =========
</TABLE>


Total  non-performing  assets  at March 31,  1999  increased  $134,000  from its
December 31, 1998 balance,  with  non-accrual  loans  accounting  for the entire
increase.  As discussed above, all non-accrual loans at March 31, 1999 have been
individually  reviewed for their  estimated loss exposure,  and a portion of the
allowance for loan losses has been allocated to cover such losses, if needed.

In February 1999, the Company  entered into an agreement to lease the commercial
property  it holds in other  real  estate.  The terms of the lease  call for the
lessee to make monthly  payments for three years with the option to purchase the
property at any time during the lease term at a price equal to the book value of
the property , reduced by the amount of the lease  payments,  up to a maximum of
$100,000.


Deposits
Total  deposits at the end of the first quarter  decreased  from year-end  1998,
falling $1,031,000,  or 1.27%, to $80,190,000.  Ending balances for non-interest
bearing  deposits  decreased by $1,884,000,  or 15.54%,  while interest  bearing
deposits  increased  by  $853,000,  or  1.23%.  Historically,  the  Company  has
experienced  deposit runoff in the first quarter,  particularly in transactional
accounts (e.g.,  demand deposit,  NOW and money market accounts),  as depositors
access account balances for various  reasons.  For comparative  purposes,  total
deposits fell $1,017,000 or 1.3% in the first quarter of 1998.

For the quarter,  total savings  deposits grew $1,782,000 or 6.42%.  Much of the
growth has  occurred in a  particular  savings  product  where the balance  grew
$2,201,000 or 17.1% since  December 31, 1998.  This product offers a competitive
interest  rate and  immediate  liquidity,  which is  attractive  in the  current
interest rate  environment.  The growth in savings has been offset by a $989,000
decline in certificates of deposit,  while other interest  bearing deposits grew
marginally.  As certificates of deposit matured during the quarter,  some larger
balance customers  transferred  deposits to the savings product mentioned above,
which  contributed  to the savings  growth.  This  shifting of deposits  between
savings and certificates of deposit has not materially impacted interest expense
as the highest  interest  rate offered on the savings  product is  comparable to
short-term  interest  rates  offered on  certificates  of deposits.  See the NET
INTEREST INCOME section of this analysis for further discussion of the impact on
the Company's interest expense.

Management  anticipates  that  non-interest  deposits  will  rebound  from their
"seasonal"  decline during the second  quarter.  In addition,  interest  bearing
deposits will continue to be pursued in order to fund future asset growth.


LIQUIDITY AND INTEREST RATE RISK MANAGEMENT
Liquidity  reflects the Company's 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 totaled
$5,874,000  at March 31,  1999  versus  $8,016,000  at December  31,  1998.  The
Company's liquidity position is monitored continuously to ensure that day-to-day
as well as anticipated future funding needs are met.

Further enhancing the Company's liquidity is the availability of $3,737,000,  at
amortized  cost,  in debt  securities  maturing  within one year as of March 31,
1999.  Also,  the Company has  classified  additional  debt  securities  with an
estimated fair value totaling $7,916,000 as available for sale in response to an
unforeseen need for liquidity.


                                                           20

<PAGE>



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 interest bearing liabilities  resulting from changes
in market  rates.  The Company  seeks to  minimize  interest  rate risk  through
asset/liability  management.  The Company's 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  gap position as of March 31,  1999,  is
presented in TABLE III.

                                                           21

<PAGE>
<TABLE>
<CAPTION>



                                                        TABLE III
                                             INTEREST RATE SENSITIVITY GAPS
                                                     March 31, 1999
                                                (In thousands of dollars)

<S>                                                    <C>            <C>           <C>         <C>           <C>

                                                                     REPRICING (1)                    
                                                  Within 3       3 to 6        6 to 12         After
                                                     Months        Months      12 Months     12 Months         Total    
                                                  -----------  ------------  ------------  -----------     -------------

INTEREST EARNING ASSETS
     Loans, net of unearned income                $   21,064   $      4,026  $      9,326  $    33,568     $    67,984
     Securities, at amortized cost                     1,249          2,488             -       15,759          19,496
     Federal funds sold                                3,178              -             -            -           3,178
                                                  ----------   ------------  ------------  -----------     -----------
           Total interest earning assets              25,491          6,514         9,326       49,327          90,658
                                                  ----------   ------------  ------------  -----------     -----------

INTEREST BEARING LIABILITIES
     Demand deposits                                  12,157              -             -            -          12,157
     Savings deposits                                 29,547              -             -            -          29,547
     Time deposits                                     6,102          6,299        11,161        4,685          28,247
     Repurchase Agreements                               665              -             -            -             665
     Long-term borrowings                                  3              3             6        5,472           5,484
                                                  ----------   ------------  ------------  -----------     -----------
        Total interest bearing liabilities            48,474          6,302        11,167       10,157          76,100
                                                  ----------   ------------  ------------  -----------     -----------

        Contractual interest sensitivity gap         (22,983)           212        (1,841)      39,170          14,558

     Adjustment (2)                                   24,539       (24,539)            -            -               - 
                                                  ----------   ------------  ------------    ---------     -----------

        Adjusted interest sensitivity gap         $    1,556   $    (24,327) $     (1,841) $    39,170     $    14,558
                                                  ==========   ============= ============= ===========     ===========

        Cumulative adjusted interest
              sensitivity gap                     $    1,556   $    (22,771) $   (24,612)  $    14,558
                                                  ==========   ============= ============  ===========

           Cumulative adjusted gap ratio                1.07           0.58          0.63         1.19
                                                  ==========   ============  ============  ===========

           Cumulative adjusted gap as a
               percent of earning assets               1.72%       (25.12%)      (27.15%)       16.06%
                                                  ==========   ============  ============  ===========
</TABLE>

(1) - Contractual repricing,  not contractual maturities,  is used in this table
unless  otherwise  noted.  No  pre-payment   assumptions  were  assumed.  (2)  -
Adjustment  to  approximate  the actual  repricing of certain  interest  bearing
demand deposits and savings accounts based upon historical
        experience.


The  preceding  table  reflects  the  Bank's  cumulative  one year net  interest
sensitivity  position, or gap, as 0.63, or ($24,612,000.) Thus, the Bank is in a
negative  gap  position  within a one year time  frame.  This  indicates  that a
significant  increase in interest  rates  within a short time frame  during 1999
could have a  significant  negative  impact on the Bank's net  interest  income.
However,  interest rates on the majority of the Bank's interest-bearing deposits
may be changed by management at any time based on their terms.  Since management
believes that repricing of interest bearing  deposits in an increasing  interest
rate  environment  will  generally lag behind the repricing of interest  bearing
assets, the Bank's interest rate risk within one year is at an acceptable level.

The  information  presented  in the table above  represents a static view of the
Bank's  gap  position  as of March  31,  1999,  and as such,  does not  consider
variables such as future loan and deposit volumes, mixes and interest rates. The
Company seeks to maintain its adjusted interest sensitivity gap within 12 months
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.







                                                           22

<PAGE>



CAPITAL RESOURCES
Maintenance of a strong capital  position is a continuing  goal of the Company's
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 March  31,  1999  was  $9,822,000  compared  to
$9,747,000 at December 31, 1998,  representing  an increase of $75,000.  Average
total shareholders' equity expressed as a percentage of average total assets was
approximately 10.02% at March 31, 1999, which is higher than December 31, 1998's
level of 9.90%.  Cash  dividends  totaling  $85,000,  or $0.44  per  share  were
declared  during the first  quarter of 1999  which is 10% higher  than  dividend
level paid during the first  quarter of 1998.  These payout  levels  represented
approximately  42%  and  36% of the  Company's  year-to-date  earnings  for  the
three-month periods ended March 31, 1999 and 1998,  respectively.  The Company's
return on average equity (ROE)  decreased to 8.21% for the first quarter of 1999
compared to 8.99% in the first quarter of 1998.

REGULATORY RESTRICTIONS ON CAPITAL AND DIVIDENDS
The primary source of funds for the dividends paid by First National  Bankshares
Corporation is dividends  received from its subsidiary  bank.  Dividends paid by
the subsidiary bank are subject to restrictions by banking regulations. The most
restrictive  provision  requires  approval by the regulatory agency if dividends
declared  in any year exceed the year's net  income,  as  defined,  plus the net
retained profits of the two preceding years.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the subsidiary bank to maintain minimum amounts and ratios (set forth in
the table below) of total and Tier I capital (as defined in the  regulations) to
risk-weighted  assets (as defined),  and of Tier capital (as defined) to average
assets  (as  defined).  Management  believes,  as of March  31,  1999,  that the
subsidiary bank meets all capital adequacy  requirements to which it is subject,
as evidenced by the following table:
<TABLE>
<CAPTION>


                                                RISK-BASED CAPITAL RATIOS
                                                     March 31, 1999
<S>                                                                             <C>                 <C>  

                                                                                                 Minimum
                                                                              Actual           Requirement 

          Tier 1 risk-based capital ratio                                        15.01%           4.00%
          Total risk-based capital ratio                                         16.15%           8.00%
          Leverage ratio                                                         10.08%           3.00%
</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.

YEAR 2000:
As discussed  in greater  detail in the 1998 10-K,  the Company has  committed a
great amount of effort and  resources to ensure that  critical  information  and
non-information  systems will operate  effectively  in the Year 2000 (or "Y2K").
Should  problems be  confronted,  a contingency  plan  detailing  various manual
operations and "backup" procedures is available.  A similar contingency plan has
been  utilized  during  recent  natural  disasters  with  little or no  problems
encountered.  In  addition to its  "in-house"  information  and  non-information
systems, the Company has sought  representations  from major vendors,  suppliers
and customers regarding their readiness for Y2K. In particular,  commercial loan
customers  identified as highly  susceptible  to Y2K failures have been asked by
the  Company  for  representations  regarding  their  readiness  for Y2K.  These
customers  will be closely  monitored and estimated  loan losses  resulting from
potential  Y2K exposure will be  incorporated  in the  evaluation  for loan loss
reserve.

To date, the Company is  approximately  95% complete with regards to replacement
and  remediation.  Since  December  31, 1998,  the Company has incurred  outlays
totaling   approximately   $16,000  representing  both  capital  and  noncapital
expenditures.  For the remainder of 1999, no material outlays are expected to be
incurred.

The Company is  approximately  80% complete  with regards to its testing for Y2K
compliance.  Remaining  areas of testing include  Automated  Teller Machines (or
"ATMs") and various third party  processors  and  software,  such as payroll and
credit bureau  vendors.  All such testing is expected to be completed by the end
of the second quarter.

                                                           23

<PAGE>



Management is addressing  possible  liquidity  concerns in the event  depositors
withdraw  large  amounts  of cash at or near year end.  At this  time,  the cash
requirements at or near year end cannot be reasonably  predicted.  However,  the
Bank,  with  input from  industry  regulators,  will be  working  on  estimating
possible cash  requirements  in the near future.  See the LIQUIDITY AND INTEREST
RATE MANAGEMENT section for further discussion on liquidity.

























































                                                           24

<PAGE>



PART II.  OTHER INFORMATION

     Item 1. Legal Proceedings
          Neither the Company nor its subsidiary  Bank is currently  involved in
          any  material  legal   proceedings,   other  than  routine  litigation
          incidental to their business.

     Item 2 - Changes in Securities
          None

     Item 3 - Defaults upon Senior Securities
          None

     Item. 4. Submission of Matters to a Vote of Security Holders
          The  annual  meeting  of  shareholders  of First  National  Bankshares
          Corporation was held on April 22, 1999. A total of 128,087 shares,  or
          66% of outstanding  shares,  were voted,  with 126,309  represented by
          proxy and 1,778 represented in person. At this meeting,  the following
          business was transacted:

              a)  Election for three-year term
                  Richard E. Ford and Ronald B. Snyder were  elected to serve as
                  Company  directors for a three-year  term expiring in the year
                  2002. Results of the election were as follows:

                                      TOTAL
                                     VOTES 
          Nominees selected by Board of Directors
                      Richard E. Ford                              124,002
                      Ronald B. Snyder                             126,162

          Nominees from the Floor
                      None



              b)  The accounting  firm of Arnett & Foster of Charleston,  WV was
                  approved by the shareholders as the Company's  accounting firm
                  as  127,951shares  voted for this  appointment  and  131shares
                  abstained. Five votes were cast against this motion.

              c) No other  matters were voted upon by the  shareholders  at this
meeting.

     Item 5. Other Information

          None

     Item 6.  Exhibits and Reports on Form 8-K

          a)  All exhibits  included with this filing follow the signature page.
              1.  Exhibit  11,  Computation  of Per  Share  Earnings,  is  filed
              herewith.  2.  Exhibit  27,  Financial  Data  Schedule,  is  filed
              herewith.

          b). The Company did not file any Form 8-K, Current Reports during the
              quarter ended March 31, 1999.


                                                           25

<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/  Charles A. Henthorn
                                                            Charles A. Henthorn 
                                                       Executive Vice President
                                             Secretary to the Board of Directors


                                          By  /S/  Matthew L. Burns
                                                           Matthew L. Burns,CPA
                                   Chief Financial Officer, First National Bank
                                    (Principal Financial and Accounting Officer)









Date:     /  /      






                                                           26

<PAGE>



                                                       EXHIBIT 11
                                            COMPUTATION OF PER SHARE EARNINGS



Earnings Per Share

     Basic Earnings per Share is calculated  based upon the Company's net income
     after  income  taxes,  divided  by the  weighted  average  number of shares
     outstanding during the fiscal period.

     Diluted  Earnings  Per Share is  calculated  based upon the  Company's  net
     income after income taxes, divided by the weighted average number of shares
     outstanding during the period plus the conversion,  exercise or issuance of
     all potential common stock instruments unless the effect is to increase the
     income per common share from continuing operations.