UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                                                Washington, D. C.  20549

                                    FORM 10-Q
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<S>                                                                                                         <C>

(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, 2000
                                         --------------------------------

                                       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
May 1, 2000:

                  Common Stock, $1 par value -- 967,015 shares

                          THIS REPORT CONTAINS 29 PAGES


<PAGE>



                      FIRST NATIONAL BANKSHARES CORPORATION

                                    FORM 10-Q

                  For the Quarterly Period Ended March 31, 2000

                                      INDEX

PART I.       FINANCIAL INFORMATION                                                                               PAGE

     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets -
                  March 31, 2000 and December 31, 1999                                                               3

              Condensed Consolidated Statements of Income -
                  Three Months Ended March 31, 2000 and 1999                                                         4

              Condensed Consolidated Statements of Comprehensive Income

                  Three Months Ended March 31, 2000 and 1999                                                         5

              Condensed Consolidated Statements of Shareholders' Equity -
                  Three Months Ended March 31, 2000 and 1999                                                         6

              Condensed Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 2000 and 1999                                                       7-8

              Notes to Condensed Consolidated Financial Statements                                                9-13

              Independent Accountant's Report                                                                       14


     Item 2.  Management's Discussion and Analysis of Financial Condition

                 and Results of Operations                                                                     15 - 23



PART II.      OTHER INFORMATION

     Item 1.  Legal Proceedings                                                                                     24

     Item 2.  Changes in Securities                                                                               none

     Item 3.  Defaults upon Senior Securities                                                                     none

     Item 4.  Submission of Matters to a Vote of Security Holders                                                   24

     Item 5.  Other Information                                                                                     24

     Item 6.  Exhibits and Reports on Form 8-K                                                                      24



          SIGNATURES                                                                                                25

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                                        2

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                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                (in thousands of dollars)

<S>                                                                                     <C>                      <C>

                                                                                       March 31,          December 31,
                                                                                         2000              1999
ASSETS                                                                                 (Reviewed)          (1)

Cash and due from banks                                                            $         2,086              3,717
Interest-bearing deposits with other banks                                                      17                 17
Federal funds sold                                                                               1                 30
Securities held to maturity (estimated fair value
     $11,781 and $11,160, respectively) (Note 2)                                            12,104             11,520
Securities available for sale (Note 2)                                                       9,819             11,357
Loans, less allowance for loan losses of $736 and
      $764, respectively (Notes 3 and 4)                                                    76,625             74,264
Bank premises and equipment, net                                                             1,678              1,695
Accrued interest receivable                                                                    813                727
Other real estate owned acquired in settlement of loans                                        873                884
Other assets                                                                                   692                618
                                                                                   ---------------    ---------------

              Total assets                                                         $       104,708    $       104,829
                                                                                   ===============    ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
     Deposits:

          Non-interest bearing                                                     $        10,002    $        10,741
          Interest-bearing                                                                  78,152             78,391
                                                                                   ---------------    ---------------
              Total deposits                                                                88,154             89,132
     Short-term borrowings                                                                   4,864              4,113
     Other liabilities                                                                         941                960
     Long-term borrowings                                                                      470                473
                                                                                   ---------------    ---------------

              Total liabilities                                                             94,429             94,678
                                                                                   ---------------    ---------------

Commitments and Contingencies (Note 5)

Shareholders' equity

     Common stock, $1.00 par value, authorized
          10,000,000 shares, issued 967,015 and
          964,515 shares, respectively                                                         967                965
     Capital surplus                                                                         1,042              1,019
     Retained earnings                                                                       8,511              8,370
     Accumulated other comprehensive income                                                   (241)              (203)
                                                                                   ----------------   ----------------

              Total shareholders' equity                                                    10,279              10,151
                                                                                   ---------------    ----------------

              Total liabilities and shareholders' equity                           $       104,708    $        104,829
                                                                                   ===============    ================



(1) Extracted from December 31, 1999 audited financial statements.


            See Notes to Condensed Consolidated Financial Statements
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                                        3

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              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<S>                                                                                 <C>          <C>

(In thousands of dollars, except per share data)                                               Three Months Ended
                                                                                               March 31,

                                                                                    2000           1999
                                                                                 (Reviewed)    (Unaudited)

Interest income

     Interest and fees on loans                                                  $    1,657    $   1,458
     Interest and dividends on securities:
          Taxable                                                                       301          217
          Tax-exempt                                                                     36           42
     Interest on interest bearing deposits from
          other banks                                                                     -           12
     Interest on Federal funds sold                                                      15           49
                                                                                 ----------    ---------
              Total interest income                                                   2,009        1,778
                                                                                 ----------    ---------

Interest expense

     Interest on deposits                                                               821          718
     Interest on short-term borrowings                                                   63            8
     Interest on long-term borrowings                                                     7           89
                                                                                 ----------    ---------
              Total interest expense                                                    891          815
                                                                                 ----------    ---------

              Net interest income                                                     1,118          963

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

              Net interest income after

                  provision for loan losses                                           1,118          963
                                                                                 ----------    ---------

Non-interest income

     Service fees                                                                        72           67
     Trust income                                                                        16           21
     Other income                                                                        17           21
                                                                                 ----------    ---------
              Total non-interest income                                                 105          109
                                                                                 ----------    ---------

Non-interest expense

     Salaries and employee benefits                                                     424          389
     Net occupancy expense                                                               68           69
     Equipment rental, depreciation and maintenance                                      70           70
     Data processing                                                                     60           50
     Advertising                                                                         22           15
     Professional & legal                                                                24           20
     Mailing & postage                                                                   18           17
     Directors' fees & shareholder expenses                                              35           27
     Stationary & supplies                                                               21           21
     Other operating expenses                                                           114           97
                                                                                 ----------    ---------
              Total non-interest expense                                                856          775
                                                                                 ----------    ---------

Income before income taxes                                                              367          297
                                                                                 ----------    ---------
     Income tax expense                                                                 120           96
                                                                                 ----------    ---------

              Net income                                                         $      247    $     201
                                                                                 ==========    =========

     Basic earnings per common share (Note 6)                                    $     0.26    $    0.21
                                                                                 ==========    =========
     Diluted earnings per common share (Note 6)                                  $     0.25    $    0.21
                                                                                 ==========    =========
     Dividends per common share                                                  $     0.11    $    0.09
                                                                                 ==========    =========


            See Notes to Condensed Consolidated Financial Statements
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                                        4
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              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<S>                                                                                  <C>            <C>

(In thousands of dollars, except per share data)                                  Three Months Ended
                                                                                  March 31,

                                                                                    2000           1999
                                                                                 (Reviewed)    (Unaudited)

Net Income                                                                       $     247     $    201
                                                                                 ----------    --------

Other comprehensive income:
     Gross unrealized gains/(losses) arising
          during the period                                                            (61)         (68)
     Adjustments for income tax (expense)/
          benefit                                                                       23           27
                                                                                 ----------    --------
Other comprehensive income, net of tax                                                 (38)         (41)
                                                                                 ----------    ---------

Comprehensive Income                                                             $      209    $     160
                                                                                 ==========    =========



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            See Notes to Condensed Consolidated Financial Statements

                                        5

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              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                         (In thousands of dollars)


<S>                                                                                  <C>            <C>

                                                                                               Three Months Ended

                                                                                               March 31,

                                                                                    2000         1999
                                                                                 (Reviewed)    (Unaudited)

Balance, beginning of period                                                     $  10,151     $  9,747

     Net income                                                                        247          201

     Cash dividends declared ($0.11 and $0.09
          per share, respectively)                                                    (106)         (85)

     Issued 2,500 shares of common stock
          pursuant to exercise of stock option                                          25           -

     Change in net unrealized (loss) on
          securities available for sale                                                (38)         (41)
                                                                                 ----------    ---------

Balance, end of period                                                           $   10,279    $  9,822
                                                                                 ==========    ========




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            See Notes to Condensed Consolidated Financial Statements

                                        6


<PAGE>

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              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (In thousands of dollars)
<S>                                                                                              <C>             <C>

                                                                                                Three Months Ended
                                                                                                    March 31,

                                                                                                  2000         1999

                                                                                               (Reviewed)   (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

     Net income                                                                                $    247     $      201
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
          Depreciation                                                                               53            58
          Provision for loan losses                                                                   -             -
          Deferred income taxes (benefit)                                                           (27)            1
          Amortization of security premiums (accretion) of
             security discounts, net                                                                (21)          (12)
          (Increase) decrease in accrued interest receivable                                        (86)          (90)
          (Increase) decrease in other assets                                                       (24)          (49)
          Increase (decrease) in other liabilities                                                   20           (20)
                                                                                               ---------    ----------

          Net cash provided by operating activities                                                 162            89
                                                                                               ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

     Proceeds from maturities and calls of securities held
          to maturity                                                                                15         1,228
     Proceeds from maturities and calls of securities
          available for sale                                                                      2,000         2,002
     Purchases of securities held to maturity                                                      (600)       (2,478)
     Purchases of securities available for sale                                                    (501)       (3,000)
     Principal collected on (loans made to) customers, net                                       (2,361)        1,438
     Purchases of bank premises and equipment                                                       (36)          (15)
     Lease payments collected on other real estate owned                                             11            -
                                                                                               ---------    --------

          Net cash provided by (used in) investing activities                                    (1,472)         (825)
                                                                                               ---------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in demand deposits, NOW
          and savings accounts                                                                   (1,364)          156
     Proceeds from sales of (payments for matured)
          time deposits, net                                                                        386        (1,187)
     Proceeds from sale of common stock pursuant to stock
          option exercise                                                                            25            -
     Net increase (decrease) in short-term borrowings                                               751          (286)
     Principal payments on long-term borrowings                                                      (3)           (4)
     Dividends paid                                                                                (145)          (85)
                                                                                               ---------    ----------

          Net cash provided by (used in) financing activities                                      (350)       (1,406)
                                                                                               ---------    ----------

          Increase (decrease) in cash and cash equivalents                                       (1,660)       (2,142)

Cash and cash equivalents:

     Beginning                                                                                 $  3,747     $   8,016
                                                                                               ---------    ---------

     Ending                                                                                    $  2,087     $   5,874
                                                                                               =========    ====

                                   (Continued)

                                        7


<PAGE>



              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                                (In thousands of dollars)

                                                                                                Three Months Ended
                                                                                                   March 31,

                                                                                                 2000          1999
                                                                                               (Reviewed)   (Unaudited)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash payments for:

          Interest                                                                             $     935    $      878
                                                                                               =========    ==========

          Income taxes                                                                         $      11    $       10
                                                                                               =========    ==========



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

     Dividends declared and unpaid                                                             $     106    $       85
                                                                                               =========    ==========






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            See Notes to Condensed Consolidated Financial Statements

                                        8


<PAGE>



              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Reviewed)

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  has  been  reviewed  by  our
              independent  accountants 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, 2000 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 1999 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, 2000 and December
              31, 1999 are summarized as follows (in thousands):
<TABLE>
<CAPTION>
<S>                                                                    <C>       <C>          <C>            <C>

                                                                                                           March 31, 2000
                                                                                                             Estimated
                                                                   Amortized   Unrealized    Unrealized       Fair
                                                                    Cost         Gains        Losses          Value

              Held to maturity:
                Taxable:

                  U.S. Government agencies

                      and corporations                           $     8,600  $         -   $       223    $     8,377
                  State & political subdivisions                         485            -            86            399
                                                                 -----------  -----------   -----------    -----------
                      Total taxable                                    9,085            -           309          8,776

                Tax-exempt:

                  State & political subdivisions                       3,019           11            25          3,005
                                                                 -----------  -----------   -----------    -----------

                Total securities held to maturity                $    12,104  $        11   $       334    $    11,781
                                                                 ===========  ===========   ===========    ===========

                                        9


<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                                                                           March 31, 2000
                                                                                                             Estimated
                                                                  Amortized    Unrealized    Unrealized       Fair
                                                                   Cost          Gains        Losses          Value

              Available for Sale:
                Taxable:

                  U.S. Government agencies

                      and corporations                                9,499             -           394          9,105
                  Federal Reserve Bank stock                             57             -             -             57
                  Federal Home Loan Bank stock                          646             -             -            646
                  Other equity securities                                 9             -             -              9
                                                                 ----------   -----------   -----------    -----------
                      Total taxable                                  10,211             -           394          9,817

                Tax-exempt:

                  Federal Reserve Bank stock                              2             -             -              2
                                                                 ----------   -----------   -----------    -----------

                  Total securities available for sale            $   10,213   $         -   $       394    $     9,819
                                                                 ==========   ===========   ===========    ===========



                                                                                                           December 31, 1999
                                                                                                             Estimated
                                                                  Amortized    Unrealized    Unrealized       Fair
                                                                   Cost          Gains        Losses          Value

              Held to maturity:
                Taxable:

                  U.S. Government agencies

                      and corporations                           $    8,000   $         -   $       196    $     7,804
                  State & political subdivisions                        500             -           172            328
                                                                        ---             -           ---    -----------
                  Total taxable                                       8,500             -           368          8,132

                Tax-exempt:

                  State & political subdivisions                      3,020            21            13          3,028
                                                                 ----------   -----------   -----------    -----------

                  Total securities held to maturity              $   11,520   $        21   $       380    $    11,160
                                                                 ==========   ===========   ===========    ===========


                                                                                                           December 31, 1999
                                                                                                             Estimated
                                                                  Amortized    Unrealized    Unrealized       Fair
                                                                   Cost          Gains        Losses          Value

              Available for Sale:
                Taxable:

                  U.S. Government agencies

                      and corporations                           $   10,978   $         -   $       333    $    10,645
                  Federal Reserve Bank stock                             57             -             -             57
                  Federal Home Loan Bank stock                          646             -             -            646
                  Other equities                                          7             -             -              7
                                                                 ----------   -----------   -----------    -----------
                      Total taxable                                  11,688             -           333         11,355

                Tax-exempt:

                  Federal Reserve Bank stock                              2             -             -              2
                                                                 ----------   -----------   -----------    -----------

                  Total securities held to maturity              $   11,690   $         -   $       333    $    11,357
                                                                 ==========   ===========   ===========    ===========




                                       10


<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              The  maturities,  amortized  cost and estimated fair values of the
              Company's  securities at March 31, 2000 are  summarized as follows
              (in thousands):

                                                                              Held to Maturity             Available for Sale
                                                                                Estimated                   Estimated
                                                                  Amortized      Fair         Amortized       Fair
                                                                   Cost          Value         Cost          Value

                  Due within 1 year                              $    1,000   $       995   $         -    $         -
                  Due after 1 but within 5 years                     10,350        10,125         9,499          9,105
                  Due after 5 but within 10 years                       269           262             -              -
                  Due after 10 years                                    485           399             -              -
                  Equity securities                                       -             -           714            714
                                                                 ----------   -----------   -----------    -----------

                                                                 $   12,104   $    11,781   $    10,213    $     9,819
                                                                 ==========   ===========   ===========    ===========
</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,  2000 and 1999 are as follows (in
              thousands):
<TABLE>
<CAPTION>

                                                     PROCEEDS FROM                              GROSS REALIZED
<S>                                                     <C>            <C>                       <C>           <C>

                                                                 Calls and
                                                      Sales      Maturities                    Gains          Losses

     Three months ended March 31, 2000

          Securities held to maturity              $         -   $       15                 $        -     $        -
          Securities available for sale                      -        2,000                          -              -
                                                   -----------   ----------                 -----------    ----------
                                                   $         -   $    2,015                 $        -     $        -
                                                   ===========   ==========                 ===========    ==========

     Three months ended March 31, 1999:

          Securities held to maturity              $         -   $    1,228                 $        -     $        -
          Securities available for sale                      -        2,002                          -              -
                                                   -----------   ----------                 -----------    ----------
                                                   $         -   $    3,230                 $        -     $        -
                                                   ===========   ==========                 ===========    ==========

Note 3.       Loans

              Total  loans  as of  March  31,  2000 and  December  31,  1999 are
summarized as follows (in thousands):

                                                                                       March 31,          December 31,
                                                                                         2000              1999
                                                                                     --------------   ---------
              Commercial, financial and agricultural                                 $       29,630   $         30,877
              Real estate - construction                                                      1,438              1,451
              Real estate - mortgage                                                         34,292             31,395
              Installment loans to individuals                                               10,315              9,080
              Other                                                                           1,686              2,225
                                                                                     --------------   ----------------
                  Total loans                                                                77,361             75,028

              Less unearned income                                                                -                  -
                                                                                     --------------   ----------------
                  Total loans net of unearned income                                         77,361             75,028

              Less allowance for credit losses                                                  736                764
                                                                                     --------------   ----------------
                      Loans, net                                                     $       76,625   $         74,264
                                                                                     ==============   ================


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                                       11


<PAGE>

<TABLE>
<CAPTION>


              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, 2000 and
              1999:

<S>                                                                             <C>             <C>           <C>
                                                                                  Three Months Ended
                                                                               March 31,          Dec 31,
                                                                          -------------------------------------
                                                                                2000           1999            1999
                                                                          --------------    -----------   ---------

              Balance, beginning of period                                $        764      $       766   $       766

                  Loans charged off                                                (35)            (34)          (291)
                  Recoveries                                                         7              19            189
                                                                          --------------    -----------   -----------
                      Net losses                                                   (28)            (15)         (102)
                                                                          --------------    -----------   -----------

                  Provision for credit losses                                         -              -            100
                                                                          --------------    -----------   -----------

              Balance, end of period                                      $         736     $      751    $       764
                                                                          ==============    ===========   ===========
</TABLE>


              The Company's total recorded investment in impaired loans at March
              31, 1999  approximated  $453,000,  for which the related allowance
              for credit losses determined in accordance with generally accepted
              accounting principles approximated $194,000. All impaired loans at
              March 31, 1999 were collateral  dependent,  and  accordingly,  the
              fair  value  of the  loan's  collateral  was used to  measure  the
              impairment of each loan. No such loans were classified as impaired
              at March 31, 2000 or December 31, 1999.

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, 2000 and December 31, 1999,
              and the contract amount of commitments to lend are as follows,  in
              thousands of dollars:
<TABLE>
<CAPTION>
<S>                                                                              <C>           <C>

                                                                              March 31,     December 31

                                                                                2000           1999
                                                                          --------------    -------

              Commitments to extend credit                                $       14,197    $    13,903
                                                                          ==============    ===========
</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 964,803 and 964,515 for
              the three months ended March 31, 2000 and 1999, 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, 2000, shares
              totaling 28,140 were outstanding  under the stock option plan, all
              being  fully-vested and exercisable,  with 15,470 shares remaining
              as available for grant.

                                       12


<PAGE>
<TABLE>
<CAPTION>
<S>                                                                   <C>                      <C>             <C>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              Basic and diluted earnings per share are calculated as follows:

                                                                                               March 31, 2000

                                                                    Income                  Shares           Per Share

                                                                 (Numerator)            (   Denominator)        Amount
                                                                 -----------            ----------------   -----------
     Basic EPS

          Income available to common shareholders            $      247,000                     964,803    $      0.26
                                                                                                           ===========

     Effect of Dilutive Securities

          Stock options                                                   -                       6,000
                                                              -------------                 -----------

     Diluted EPS

          Income available to common shareholders            $      247,000                     970,803    $      0.25
                                                             ==============                 ===========    ===========




                                                                                               March 31, 1999

                                                                    Income                  Shares           Per Share

                                                                 (Numerator)            (   Denominator)        Amount
                                                                 -----------            ----------------   -----------
     Basic EPS

          Income available to common shareholders            $      201,000                     964,515    $      0.21
                                                                                                           ===========

     Effect of Dilutive Securities

          Stock options                                                   -                       5,485
                                                              -------------                 -----------

     Diluted EPS

          Income available to common shareholders            $      201,000                     970,000    $      0.21
                                                             ==============                 ===========    ===========

Note          7. Major Customer: Included in the Company's short-term borrowings
              at  March  31,  2000  and  December  31,  1999  was  a  $2,333,000
              repurchase agreement with a customer. The agreement, which carried
              a fixed  interest rate of 5.22%,  matured on April 1, 2000 and was
              not renewed.
</TABLE>

                                       13


<PAGE>



                              (ARNETT & FOSTER, P.L.L.C.  LETTERHEAD)

                                   INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors
First National Bankshares Corporation

     and subsidiary
Ronceverte, West Virginia

We have reviewed the accompanying  condensed consolidated balance sheet of First
National  Bankshares  Corporation  and  subsidiary as of March 31, 2000, and the
related condensed statements of income , and comprehensive income and cash flows
for the three  month  period  ended  March 31,  2000 and 1999.  These  condensed
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying condensed financial statements referred to above for
them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,   the  consolidated   balance  sheet  of  First  National  Bankshares
Corporation  and subsidiary as of December 31, 1999, and the related  statements
of income,  comprehensive income,  retained earnings and cash flows for the year
then ended (not presented herein);  and in our report dated February 4, 2000, we
expressed an unqualified opinion on those financial statements.  In our opinion,
the  information  set forth in the  accompanying  condensed  balance sheet as of
December 31, 1999 is fairly stated, in all material respects, in relation to the
balance sheet from which it has been derived.

                            ARNETT & FOSTER, P.L.L.C.

Charleston, West Virginia
April 19,  2000

                                                               14


<PAGE>



                                                             ITEM 2.

                        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 1999 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 $247,000 for the three months ended March 31,
2000 compared to $201,000 for the quarter ended March 31, 1999,  representing  a
22.9% increase. The increase in quarterly earnings was primarily attributable to
an increase in net interest  income.  See the NET INTEREST  INCOME section which
follows for further discussion of this item.

Basic  earnings per common share was $0.26 for the quarter  ended March 31, 2000
compared to the $0.21 reported for the first quarter of 1999. 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, 2000 and 1999.
<TABLE>
<CAPTION>

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


                                                                                           Three Months Ended
                                                                                           March 31,
                                                                                                             Increase
                                                                                   2000         1999        (Decrease)

Interest income                                                                 $     2.08   $     1.84   $       0.24
Interest expense                                                                      0.92         0.84           0.08
                                                                                ----------   ----------   ------------
     Net interest income                                                              1.16         1.00           0.16
Provision for loan losses                                                             0.00         0.00           0.00
                                                                                ----------   ----------   ------------
     Net interest income after
         provision for loan losses                                                    1.16         1.00           0.16
                                                                                ----------   ----------   ------------
Non-interest income                                                                   0.11         0.11           0.00
Non-interest expense                                                                  0.89         0.80           0.09
                                                                                ----------   ----------   ------------
     Income before income taxes                                                       0.38         0.31           0.07
Income tax expense                                                                    0.12         0.10           0.02
                                                                                ----------   ----------   ------------
          Net income                                                            $     0.26   $     0.21   $       0.05
                                                                                ==========   ==========   ============
</TABLE>


The Company's annualized return on average assets (ROA) for the first quarter of
2000 was  0.94%  compared  to 0.82% for the first  quarter  of 1999.  Annualized
return on average  shareholders' equity (ROE) was 9.61% for the first quarter of
2000 compared to 8.21% in the first quarter of 1999.

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, 2000
and 1999, the tax-equivalent adjustment was $19,000 and $22,000, respectively.

The  Company's  net  interest  income on a fully  tax-equivalent  basis  totaled
$1,158,000 for the three-month  period ended March 31, 2000 compared to $985,000
for the same period of 1999,  representing  an increase of $173,000 or 17.6%. As
illustrated  in Table I, the  Company's  net yield on  interest  earning  assets
increased to 4.64% for the three  months ended March 31, 2000  compared to 4.25%
reported in the comparable period of 1999.

                                                               15


<PAGE>



Interest  income for the first  quarter  improved  $249,000  over  1999's  first
quarter  total.  Interest  and fee  income  from the  Company's  loan  portfolio
contributed $220,000 to this increase.  As illustrated in Table II, the majority
of the  increase  in loan  income  was due to a greater  volume  of loans  being
managed by the Company  throughout  the first  quarter of 2000 compared to 1999,
which  accounted for an additional  $154,000 in interest and fee income (see the
LOANS section below for a discussion of the increased volume).  In addition,  an
increase  in the  average  yield  earned  on the loan  portfolio  (8.88% in 2000
compared  to 8.51% in 1999)  improved  loan  income by $66,000  over  1999.  The
improvement in the yield is the result of the rising interest rate  environment.
For example, the NY prime rate, which many of the Company's commercial loans are
priced from,  was 9.0% as of March 31, 2000 compared to 7.75% at March 31, 1999.
As a means to manage  interest  rate risk  (i.e.,  the risk to  earnings  due to
fluctuations  in interest  rates),  a majority  of the  Company's  loans  employ
variable or floating interest rate features,  whereby the loans will re-price at
specified  time  intervals  based  upon  predetermined  interest  rate  indexes.
Therefore,  the new loan volume coupled with the repricing  loans has led to the
increase  in the  average  yield  on  the  total  loan  portfolio.  See  further
discussion of INTEREST RATE RISK later in this analysis.  Overall, the Company's
yield on interest  earning  assets  increased 45 basis points from 7.76% for the
first quarter of 1999 to 8.21% in 2000.

Interest  expense  increased  $76,000 over 1999's first quarter total. Per Table
II, the  increase in the volume of  interest-  bearing  liabilities  contributed
$43,000 and the differences in the interest rates contributed  $33,000. The most
significant  item was savings  deposits,  where the interest  expense  increased
$125,000  over 1999's  balance.  As  discussed  in more  detail in the  DEPOSITS
section  below,  the  Company  has  experienced  strong  growth  in its  savings
deposits,  where the balance has increased approximately  $8,500,000 since March
31, 1999. In addition,  the effective rate paid on the deposits has increased 43
basis points as the majority of the growth has been in a particular product that
pays interest based upon the NY prime interest rate (note:  the rate floats with
the prime rate).  This increase was mitigated  through  interest expense savings
from the early retirement of one of its long-term borrowing  obligations.  Total
savings  from the  extinguishment  was$82,000  during the  quarter  and  greatly
contributed  to the  Company  maintaining  its  overall  cost of  funds at 4.26%
despite the increased interest rate environment over 1999.

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.

                                                               16


<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, 2000                        March 31, 1999
                                             ------------------------------------------------------------------------------
                                               Average                   Yield/      Average                   Yield/
                                               Balance    Interest(1)     Rate       Balance    Interest(1)     Rate

INTEREST EARNING ASSETS

     Loans                                   $   75,566   $    1,678       8.88%   $   68,550   $    1,458       8.51%
     Securities:
          Taxable                                20,152          301     5.97          14,724          217     5.90
          Tax-exempt                              3,019           55     7.29           3,862           64     6.63
                                             ----------   ----------   --------    ----------   ----------   ------
              Total securities                   23,171          356     6.14          18,586          281     6.05
                                             ----------   ----------   --------    ----------   ----------   ------
     Interest-bearing deposits with
          other banks                                52            -        -           1,342           12     3.58
     Federal funds sold                           1,081           15     5.55           4,266           49     4.59
                                             ----------   ----------   ---------   ----------   ----------   ------

     Total interest earning assets           $   99,870   $    2,049       8.21%   $   92,744   $    1,800       7.76%
                                             ----------   ----------   ---------   ----------   ----------   ---------

NON-INTEREST EARNING ASSETS

     Cash and due from banks                     2,668                                  1,895
     Bank premises and equipment                 1,690                                  1,824
     Other assets                                2,138                                  1,975
     Allowance for credit losses                  (765)                                 (768)
                                             ----------                            ----------

              Total assets                   $  105,601                            $   97,670
                                             ==========                            ==========

INTEREST-BEARING LIABILITIES

     Demand deposits                         $   14,887   $       90       2.42%   $   12,065   $       70     2.32%
     Savings deposits                            37,064          412     4.45          28,526          287     4.02
     Time deposits                               26,087          319     4.89          29,398          361     4.91
                                             ----------   ----------   --------    ----------   ----------   ------
       Total interest-bearing deposits       $   78,038   $      821     4.21      $   69,989   $      718     4.10

     Short-term borrowings                        5,238           63     4.81           1,072            8     2.99
     Long-term borrowings                           471            7     5.94           5,486           89     6.49
                                             ----------   ----------   ---------   ----------   ----------   ------
        Other interest bearing liabilities        5,709           70     4.90           6,558           97     5.92

       Total interest-bearing liabilities    $   83,747   $      891       4.26%   $   76,547   $      815      4.26%
                                             ----------   ----------   ---------   ----------   ----------   --------

NON-INTEREST BEARING LIABILITIES
     AND SHAREHOLDERS' EQUITY

     Demand deposits                             10,717                                10,412
     Other liabilities                              852                                   924
     Shareholders' equity                        10,285                                 9,787
                                             ----------                            ----------

              Total liabilities and

                  shareholders' equity       $  105,601                            $   97,670
                                             ==========                            ==========

              NET INTEREST

                  EARNINGS                                $    1,158                            $      985
                                                          ==========                            ==========

              NET YIELD ON INTEREST

                     EARNING ASSETS                                        4.64%                                 4.25%
                                                                       =========                          ============
</TABLE>

(1) - Calculated on a fully  tax-equivalent basis using the rate of 34% for 2000
and 1999.

(2) - For purposes of this table, nonaccruing loans are included in average loan
balances and loan fees are included in interest income.

                                                               17


<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, 2000 vs. March 31, 1999
                                                                           ---------------------------------------------------------
                                                                                                         Increase (Decrease)
                                                                                                         Due to Changes in:
                                                                            Volume (1)      Rate (1)         Total

INTEREST EARNING ASSETS

     Loans                                                                   $     154       $     66        $   220
     Securities:
          Taxable                                                                   81              3             84
          Tax-exempt (2)                                                           (15)             6             (9)
                                                                             ----------      ---------       --------
              Total securities                                                      66              9             75
                                                                             ----------      ---------       -------
     Interest-bearing deposits with other
          other banks                                                               (6)            (6)           (12)
     Federal funds sold                                                            (43)             9              (34)
                                                                             ----------      ---------       ----------

          Total interest earning assets                                            171             78             249
                                                                             ----------      ---------       --------

INTEREST-BEARING LIABILITIES

     Demand deposits                                                                17              3              20
     Savings deposits                                                               93             32             125
     Time deposits                                                                 (40)            (2)            (42)
     Short-term borrowings                                                          48              7              55
     Long-term borrowings                                                          (75)            (7)            (82)
                                                                             ----------      ---------       ---------

          Total interest-bearing liabilities                                        43             33              76
                                                                             ----------      ---------       --------

              NET INTEREST EARNINGS                                          $     128       $      45       $      173
                                                                             ==========      ==========      ==========

(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%.

</TABLE>

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 2000  or  1999.  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,
2000,  non-interest  income  totaled  $105,000,  down  $4,000  or 3.7%  from the
$109,000  that was  recorded  during  the  first  quarter  of 1999.  Stated as a
percentage of average assets,  non-interest  income was approximately  0.10% and
0.11% for the first quarter of 2000 and 1999, respectively.

For the first  quarter of 2000,  service  fees were up $5,000 over 1999's  first
quarter  total,  or 7.5%.  Service fees,  which include fees assessed on deposit
products,  overdraft  fees, etc, are up due to an increase in the volume of such
assessments  over the prior year's  quarter.  The increase in service fee income
was offset by a $5,000  decline in trust income  during the quarter.  Estate and
other trust services tend to fluctuate from year to year, and trust revenues are

                                                               18


<PAGE>



expected to be lower in 2000 compared to 1999 due to a decline in assets managed
by the trust  department.  An  additional  $4,000  decline in other  income from
1999's level contributed to the overall decline in non-interest income. Included
in 1999's other income was  approximately  $4,000 in loan  origination fees from
the Bank's secondary  mortgage program.  This program affords the bank a fee for
30-year fixed rate mortgages  originated on behalf of mortgage brokers.  No such
loans were  originated  in the first  quarter of 2000,  which  accounted for the
decline.

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, 2000,
the Company's non-interest expense totaled $856,000, representing an increase of
$81,000, or 10.5%, from the $775,000  non-interest expense incurred in the first
quarter of 1999.  Expressed  as a  percentage  of average  assets,  non-interest
expense increased to 0.81% at March 31, 2000, from 0.79% at March 31, 1999.

Salaries and employee  benefits are the  Company's  largest  non-interest  cost,
representing approximately 50.0% of total non-interest expense at March 31, 2000
and 1999.  Salaries and employee benefits increased $35,000, or 9.0% as of March
31, 2000  compared  to March 31,  1999.  The  increase in salaries is due to the
Company's normal merit raises,  which accounted for approximately  $16,000.  The
additional  increase is due to escalating employee benefit costs, namely medical
insurance.  Employee  benefit  costs  are  expected  to  increase  20.0% in 2000
compared to 1999.

Data  processing  totaled  $60,000  for the first  quarter of 2000  compared  to
$50,000  for the same  period of 1999.  The 20.0%  increase is largely due to an
increase in the volume of reports and  transactions  processed by the  Company's
third party processor.  The expense is expected to increase in the future as the
Company  implements  its new on-line  banking  product,  which is expected to be
offered to its customers by the end of the second quarter.

Advertising  expense increased $7,000, or 46.6%, over the first quarter of 1999.
The Company has increased its advertising campaigns,  particularly in contiguous
market  areas,  in order to increase its book of business.  For the remainder of
the year,  the expense is expected to level off, and by year end, be  comparable
to 1999's total.

Professional  and  legal  expense  was  $24,000  for the first  quarter  of 2000
compared  to $20,000  for the same period of 1999.  The  increase of $4,000,  or
20.0%,  is due to a general  increase in the fee  schedule  of its  professional
service  providers.  In total, the professional and legal expense is expected to
increase in 2000 largely due to the new Securities and Exchange Commission rules
requiring the Company to have reviewed  financial  statements  for its Form 10-Q
filings. The Company expects the quarterly reviews to add approximately  $10,000
in additional expense in 2000.

Director's fees and  shareholders  expenses  increased  $8,000 or 29.6% over the
first quarter of 1999.  Director's fees increased  $6,000 during the quarter due
to the Company having two more  directors for the 2000 period  compared to 1999.
The  remaining  $2,000  increase  is due to the  Company  outsourcing  the stock
transfer function to a third-party  vendor.  Due to the changes noted above, the
expense for 2000 is expected to increase over 1999's year end total.

INCOME TAXES

The Company's  income tax expense,  which includes both federal and state income
taxes,  totaled  $120,000  for the three-  month  period  ended  March 31,  2000
compared to $96,000 for same period of 1999.  Income tax expense  equaled  32.7%
and 32.3% of income before taxes at March 31, 2000 and 1999,  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.

CHANGES IN FINANCIAL CONDITION

The  Company's  total assets were  $104,708,000  at March 31, 2000,  compared to
$104,829,000 at December 31, 1999, representing a decrease of $121,000 or 0.12%.
Average total assets were $105,601,000  during the quarter.  Details  concerning
changes in the  Company's  major  balance  sheet items and changes in  financial
condition follow.

Securities and Federal Funds Sold

The  Bank's  total  securities  portfolio  decreased  by  $954,000  or 4.2% from
December 31, 1999. The decrease is due to net maturities during the quarter. Due
to recent  increases in market  rates,  the  estimated  fair market value of the
Company's security portfolio (including held to maturity securities) is $717,000
below the  portfolio's  amortized  cost.  The declines,  which do not impact net
income are  believed to be  temporary,  as the credit  quality of the  portfolio
remains  strong.  The  majority of the  portfolio  consists  of U.S.  Government
agencies and highly-rated  state and municipal bonds  (Moody/S&P  ratings of AA-
and higher). A summary of the Company's securities portfolio is included as Note
2 to the condensed consolidated financial statements.

                                                               19


<PAGE>



The  Company's  federal  funds sold  position was minimal  ($1,000) at March 31,
2000, as it was at December 31, 1999 ($30,000).  It is the Bank's  philosophy to
minimize its involvement in overnight  funds,  however due to liquidity  reasons
(i.e. fluctuations in loan and deposit balances), the bank may buy or sell funds
on an overnight basis. See further  discussion of liquidity in the LIQUIDITY AND
INTEREST RATE RISK MANAGEMENT section below.

Loan Portfolio

Loans, net of unearned  income,  increased during the first quarter of 2000 from
$75,028,000  at year end 1999 to  $77,361,000  as of March 31, 2000.  Similarly,
average loans outstanding through March 31, 2000, of $75,566,000  increased from
the  average  loans  outstanding  for the  quarter  ended  March  31,  1999,  of
$68,550,000.

The  Company's  largest loan  portfolio is its real estate  mortgage  portfolio,
which totaled  $34,292,000 at March 31, 2000 or 44.3% of total loans outstanding
at current quarter end. This portfolio increased  $2,897,000 from year end 1999.
Commercial,  financial and  agricultural  loans (which includes loans secured by
commercial  real estate)  totaled  $29,630,000  at March 31, 2000 and  represent
38.3% of total loans outstanding at March 31, 2000. The other major portfolio is
the Company's  installment  loans portfolio which was $10,315,000 at quarter end
and comprises approximately 13.3% of total loans at March 31, 2000. A summary of
the Bank's loans by category in  comparison to year end 1999 is included in Note
3 to the condensed consolidated financial statements.

As  discussed  above in the  non-interest  expense  discussion,  the Company has
increased its advertising, particularly in contiguous market areas. As a result,
the Company has been successful in growing its loan portfolio. In addition, bank
consolidation  in the Company's  primary market area has afforded the Company an
opportunity to capitalize on new customer relationships. 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 continue to focus on the Bank's  primary and contiguous
market areas.

The  allowance  for loan  losses was  $736,000  at March 31,  2000  compared  to
$764,000  at December  31,  1999.  Expressed  as a  percentage  of loans (net of
unearned income), the allowance for loan losses was 0.95% and 1.02% at March 31,
2000 and December 31, 1999, respectively.  Loans charged-off,  net of recoveries
of  previously  charged-off  loans,  totaled  $28,000  and $15,000 for the three
months ended March 31, 2000 and 1999,  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, 2000 and 1999, and for the year ended December 31, 1999.

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,  2000,  the  unallocated  portion  of  the  allowance
approximated $72,000, or 9.8% of the total allowance.

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.  The  Company  had one  impaired  loan at  March  31,  2000  with an
outstanding  balance of $110,000,  for which the related allowance for loan loss
approximated  $18,000. The loan is collateral  dependent,  and accordingly,  the
fair value of the loan's  collateral was used to measure the  impairment.  There
were loans  outstanding  at December 31, 1999  identified as being  impaired.  A
summary of the Company's past due loans and non-performing assets is provided in
the following table:
<TABLE>
<CAPTION>

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

                                                                     March 31,   December 31,
                                                                     2000          1999            1999
                                                                  -----------   -----------   ----------

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

NON-PERFORMING assets:
     Non-accruing loans                                           $        14   $       453       $       -
     Other real estate owned                                              873           875             884
                                                                  -----------   -----------       ---------

                                                                  $       887   $     1,328       $     884
                                                                  ===========   ===========       =========

                                                               20
</TABLE>


<PAGE>



Total non-performing assets at March 31, 2000 increased $3,000 from its December
31, 1999 balance,  with non-accrual loans accounting for the increase.  Included
in other  real  estate  owned is a parcel  of  commercial  property  carried  at
$845,000  as of March 31,  2000.  The  building  and  related  improvements  are
currently  leased  under a three year  contract.  The lease is  structured  as a
triple-net  lease,  where  the  lessee  pays all  expenses  associated  with the
property.  All lease  payments  received  under the agreement  have been applied
against the property under a cost-recovery  method. See the Company's  financial
statements  included in the 1999 Form 10-K for a more detailed discussion of the
lease arrangement.

Deposits

Total  deposits at the end of the first quarter  decreased  from year-end  1999,
falling  $978,000,  or 1.1%, to $88,154,000.  Ending  balances for  non-interest
bearing deposits decreased by $739,000, or 6.9%, while interest bearing deposits
decreased  by  $239,000,  or 0.3%.  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 $1,031,000 or 1.3% in the first quarter of 1999.

As for the mix of  interest-bearing  deposits,  savings deposits,  which totaled
$38,040,000  at the current  quarter end, were up $640,000  compared to the 1999
year end  balance.  Much of the  growth has  occurred  in a  particular  savings
product that offers a tiered interest rate. While the Company has seen new money
deposited  in the product,  there have been a number of  customers  transferring
funds from existing  deposit accounts into this particular  product.  The result
has been a higher effective rate paid on savings deposits in total, however, the
overall impact on the Company's net interest margin has been immaterial  because
the rate paid at the highest savings deposit tier is equivalent to rates offered
on time deposits of one year. Most transfers occur for liquidity  reasons.  [See
the NET INTEREST INCOME section for further discussion of the Company's interest
expense.]  The  increase  in  savings  was  offset by a  $1,264,000  decline  in
interest-bearing  demand deposit accounts, such as money market accounts and NOW
accounts. As discussed above, the decline is seasonal and management expects the
balances to build during the year.

Short-Term Borrowings

Short-term  borrowings consist of securities sold under agreements to repurchase
("repurchase  agreements") and Federal funds  purchased.  At March 31, 2000, the
respective balances of each borrowing was $4,756,000 and $108,000, respectively.
At December 31, 1999,  short-term borrowings of $4,113,000 consisted entirely of
repurchase  agreements.  One customer accounted for $2,333,000 of the repurchase
agreement balance at March 31, 2000.  Subsequent to March 31, 2000, the customer
did not renew the  agreement  and withdrew  the balance in the account.  For the
short term,  management  has opted to replace the  funding  source with  Federal
funds purchased, however, a less expensive funding source is being pursued.

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 to 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
$2,104,000  at March 31,  2000  versus  $3,764,000  at December  31,  1999.  The
Company's  cash  position  at year end 1999 was higher  than  normal due to cash
buildup  for  Year  2000  withdrawals.   The  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 $1,000,000,  at
amortized  cost,  in debt  securities  maturing  within one year as of March 31,
2000.  Also,  the Company has  classified  additional  debt  securities  with an
estimated fair value at March 31, 2000 totaling $9,105,000 as available for sale
in response to an unforeseen need for liquidity.  Additionally,  the Company has
approximately   $40,000,000   in   available   lines  of  credit  with   various
correspondent  banks  should  the need  arise.  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,  2000,  is
presented in TABLE III.

                                                               21


<PAGE>
<TABLE>
<CAPTION>



                                                            TABLE III
                                                 INTEREST RATE SENSITIVITY GAPS

                                                         March 31, 2000
                                                    (In thousands of dollars)

                                                                     REPRICING (1)
<S>                                                    <C>          <C>            <C>          <C>            <C>

                                                  Within 3       3 to 6        6 to 12         After
                                                     Months        Months      12 Months     12 Months         Total
                                                  -----------  ------------  ------------  -----------     ---------

INTEREST EARNING ASSETS

     Loans, net of unearned income                $   23,115   $      4,123  $      8,803  $    41,320     $    77,361
     Securities, at amortized cost                         -              -         1,000       20,603          21,603
     Interest-bearing deposits with
        other banks                                       17              -             -            -              17
     Federal funds sold                                    1              -             -            -               1
                                                  ----------   ------------  ------------  -----------     -----------
           Total interest earning assets              23,133          4,123         9,803       61,923          98,982
                                                  ----------   ------------  ------------  -----------     -----------

INTEREST-BEARING LIABILITIES

     Demand deposits                                  14,284              -             -            -          14,284
     Savings deposits                                 38,040              -             -            -          38,040
     Time deposits                                     5,233          6,768         5,544        8,283          25,828
     Short-term borrowings                             4,297             57           510            -           4,864
     Long-term borrowings                                  4              4             8          454             470
                                                  ----------   ------------  ------------  -----------     -----------
        Total interest-bearing liabilities            61,858          6,829         6,062        8,737          83,486
                                                  ----------   ------------  ------------  -----------     -----------

        Contractual interest sensitivity gap         (38,725)       (2,706)         3,741       53,186          15,496

     Adjustment (2)                                   24,119       (24,119)            -            -               -
                                                  ----------   ------------  ------------    ---------     ----------

        Adjusted interest sensitivity gap         $  (14,606)  $    (26,825) $      3,741  $    53,186     $    15,496
                                                  ===========  ============= ============  ===========     ===========

        Cumulative adjusted interest

              sensitivity gap                     $  (14,606)  $    (41,431) $   (37,690)  $    15,496
                                                  ===========  ============= ============  ===========

           Cumulative adjusted gap ratio                0.61           0.40          0.50         1.19
                                                  ==========   ============  ============  ===========

           Cumulative adjusted gap as a
               percent of earning assets            (14.76%)       (41.86%)      (38.08%)       15.66%
                                                  ==========   ============  ============  ===========
</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 0.50, or ($37,690,000.) 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 2000
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 above table  represents a static view of the
Bank's  gap  position  as of March  31,  2000,  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,  2000 was  $10,279,000  compared  to
$10,151,000 at December 31, 1999, representing an increase of $128,000.  Average
total shareholders' equity expressed as a percentage of average total assets was
approximately  9.7% at March 31, 2000,  which is lower than  December 31, 1999's
level of 10.0%.  Cash  dividends  totaling  $106,000,  or $0.11  per share  were
declared  during the first  quarter of 2000 which is 22.2% higher than  dividend
level declared during the first quarter of 1999. These payout levels represented
approximately  42.9 and 42.3% of the  Company's  year-to-date  earnings  for the
three-month periods ended March 31, 2000 and 1999, respectively.

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.  Management does not anticipate any
such restrictions on its dividends in 2000.

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,  2000,  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, 2000
<S>                                                                              <C>               <C>

                                                                                                 Minimum
                                                                              Actual           Requirement

          Tier 1 risk-based capital ratio                                        14.24%           4.00%
          Total risk-based capital ratio                                         15.24%           8.00%
          Leverage ratio                                                          9.91%           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:

Industry  experts and regulatory  officials have  identified  thirteen  critical
dates in which the Company  must  monitor in order to verify  that its  critical
information  systems  are  operating  properly.  During  the  quarter,  one such
critical date - February 29, 2000 - was monitored  with no reported  problems or
data errors.  The Company will continue to monitor its informational  systems as
future critical dates approach.

                                                               23


<PAGE>



PART II.  OTHER INFORMATION

     Item 1. Legal Proceedings

          The Company is involved in a human rights complaint,  whereby a former
          employee has alleged  discrimination  against the Company. The case is
          scheduled for mediation with the West Virginia Human Rights Commission
          on May 24, 2000. At this time,  management cannot reasonably  estimate
          the outcome of the case, nor can it estimate a range of possible loss,
          if any. Should a loss  transpire,  material losses will most likely be
          mitigated through the Company's liability insurance.

     Item 2 - Changes in Securities
          None.

     Item 3 - Defaults upon Senior Securities
          None.

     Item. 4. Submission of Matters to a Vote of Security Holders
          None.

     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

              2.  Exhibit 23, Consents of experts and counsel: Consent of
                  Independent Accountants
              3.  Exhibit 27, Financial Data Schedule

          b). The Company did not file any Form 8-K, Current Reports during the
                   quarter ended March 31, 2000.


                                                               24


<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
                                         President and Chief Executive Officer

                                         By

                                         /s/ Charles A. Henthorn
                                         Secretary/Treasurer, First National
                                         Bankshares Corporation
                                         Executive Vice President, First
                                         National Bank

                                         By

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









Date: 5/12/00






                                                               25


<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.

                                                               26


<PAGE>



                                                  EXHIBIT (23)

                                     CONSENT OF INDEPENDENT ACCOUNTANTS

--------------------------------------------------------------------------------





                               (ARNETT & FOSTER, P.L.L.C.  LETTERHEAD)


                                    CONSENT OF INDEPENDENT ACCOUNTANTS

Securities and Exchange Commission
Washington, D.C.

We hereby consent to the inclusion in this Quarterly  Report on Form 10-Q of our
report  dated  April  19,  2000,  on our  review of the  consolidated  financial
statements of First National  Bankshares Corp. as of March 31, 2000 appearing in
Part I,  Item I of the March 31,  2000  Form 10-Q of First  National  Bankshares
Corporation.

                                                      ARNETT & FOSTER, P.L.L.C.

Charleston, West Virginia
May 10, 2000

                                                               27



<PAGE>