# UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D. C. 20549

# FORM 10-Q

(Mark One)

# [ X ]      
     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

For the quarterly period endedMarch 31, 2003

or

# [      ]
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number:33-14252

# FIRST
NATIONAL BANKSHARES CORPORATION(Exact name of registrant as specified in its charter)

|West Virginia
      (State or other jurisdiction
        of incorporation)           | 62-1306172
               (I.R.S. Employer
               Identification No.)
|------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------
|                                                                                    
|                                                                                    
|                                                                                    
|One Cedar Street, Ronceverte, West Virginia
(Address of principal executive offices) | 24970
               (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.

YesXNo

Indicate by check mark whether the registrant an accelerated filer (as defined in Rule 12b-2 of the
 Exchange Act).

Yes NoX

The number of shares
outstanding of the issuers classes of common stock as of May 1, 2003:

# Common Stock,
$1 par value -- 983,780 shares

# THIS REPORT
CONTAINS 24 PAGES

---

# FIRST
NATIONAL BANKSHARES CORPORATION

# FORM 10-Q

For the
Quarterly Period Ended March 31, 2003

# INDEX

|PART I.
FINANCIAL INFORMATION                                                                                                | PAGE   
|---------------------------------------------------------------------------------------------------------------------------- | -------
|Item 1.    Financial Statements (Unaudited)                                                                                  |        
|Consolidated Balance Sheets - 
            
            
 March 31, 2003 and December 31, 2002                               | 3      
|Consolidated Statements of Income - 
            
            
   Three Months Ended March 31, 2003 and 2002                 | 4      
|Consolidated Statements of Shareholders' Equity - 
            
            
     Three Months Ended March 31, 2003 and 2002 | 5      
|Consolidated Statements of Cash Flows -
            
      Three Months Ended March 31, 2003 and 2002                        | 6      
|Notes to Consolidated Financial Statements                                                                                   | 7-10   
|Item 2.     Management's Discussion and Analysis of Financial Condition
                 
  and Results of Operations        | 11 - 17
|Item 3.     Quantitative and Qualitative Disclosures About Market Risk                                                       | 17 - 18
|Item 4.     Controls and Procedures                                                                                          | 18     
|PART II.    OTHER INFORMATION                                                                                               
|Item 1.    Legal Proceedings                                                                                                 | 19     
|Item 2.     Changes in Securities                                                                                            | none   
|Item 3.     Defaults upon Senior Securities                                                                                  | none   
|Item 4.     Submission of Matters to a Vote of Security Holders                                                              | 19     
|Item 5.     Other Information                                                                                                | 19     
|Item 6.     Exhibits and Reports on Form 8-K                                                                                 | 19     
|SIGNATURES                                                                                                                   | 20     
|CERTIFICATIONS                                                                                                               | 21 - 22

---

`PART I. FINANCIAL INFORMATION
                             ITEM 1. FINANCIAL STATEMENTS

                    FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS 
                                   (in thousands of dollars)

                                                               Unaudited
                                                        March 31,   Dec. 31,
                                                                  2003      2002 (1)
                                                              ----------- ----------
                                       ASSETS  

Cash and due from banks                                        $  3,078   $  3,037
Interest-bearing deposits with other banks                          123        225
Federal funds sold                                                  132      2,325
Securities available for sale at estimated fair value            22,717     23,125
Securities held to maturity (estimated fair value
   of $9,947 and $9,716, respectively)                            9,782      9,552
Loans, less allowance for loan losses of $1,073 and
   $1,036, respectively                                         113,863    109,516
Bank premises and equipment, net                                  2,691      2,730
Accrued interest receivable                                         798        720
Other real estate owned                                              -          30
Other assets                                                        598        548
                                                               --------   --------
      Total assets                                             $153,782   $151,808
                                                               ========   ======== 

                        LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits:
   Noninterest-bearing                                         $ 15,344   $ 15,610
   Interest-bearing                                             118,545    118,643
                                                              --------   --------
      Total deposits                                            133,889    134,253
Short-term borrowings                                             4,746      2,536
Other liabilities                                                 1,080      1,090
Long-term borrowings                                              1,334      1,350
                                                               --------   --------
      Total liabilities                                         141,049    139,229
                                                               --------   --------

Shareholders' equity
Common stock, $1.00 par value, authorized
   10,000,000 shares, issued 983,780 shares                         984        984
Capital surplus                                                   1,208      1,208
Retained earnings                                                10,486     10,331
Accumulated other comprehensive income                               55         56
                                                               --------   --------
      Total shareholders' equity                                 12,733     12,579
                                                               --------   --------
      Total liabilities and shareholders' equity               $153,782   $151,808 
                                                               ========   ========`

(1) Extracted from December 31, 2002 audited financial statements.

# See Notes to
Consolidated Financial Statements

---

`FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                 THREE MONTHS ENDED MARCH 31,
                       (In thousands of dollars, except per share data)


                                                                  2003      2002
                                                                --------- --------
Interest income
   Interest and fees on loans                                     $1,831   $1,936
   Interest and dividends on securities:
      Taxable                                                        198      150
      Tax-exempt                                                      59       44
   Interest on Federal funds sold and interest-bearing deposits        4       19
                                                                  ------   ------
         Total interest income                                     2,092    2,149
                                                                  ------   ------
Interest expense
   Deposits                                                          576      742
   Short-term borrowings                                               7       17
   Long-term borrowings                                               14        6
                                                                  ------   ------
         Total interest expense                                      597      765
                                                                  ------   ------
         Net interest income                                       1,495    1,384 
Provision for loan losses                                             90      105
         Net interest income after provision for loan losses       1,405    1,279
                                                                  ------   ------
Noninterest income 
   Service fees                                                      119      107
   Loan origination fees-secondary market loans                       95       63
   Securities gains, net                                               2        -
   Other income                                                       69       20
                                                                  ------   ------
         Total noninterest income                                    285      190
                                                                  ------   ------
Noninterest expense
   Salaries and employee benefits                                    630      560
   Net occupancy expense                                              86       84
   Equipment rental, depreciation and maintenance                    103      103
   Data processing                                                   113       95
   Advertising and promotions                                         36       38
   Professional and legal                                             50       33
   Postage and courier                                                34       28
   Directors' fees and shareholder expenses                           33       38
   Stationary and supplies                                            29       41
   Other operating expenses                                          136      120
                                                                  ------   ------
         Total noninterest expense                                 1,250    1,140
                                                                  ------   ------
Income before income taxes                                           440      329
Income tax expense                                                   147      104
                                                                  ------   ------
Net income                                                        $  293   $  225
                                                                  ======   ======

Net income per share:
   Basic earnings per common share                                $ 0.30   $ 0.23
                                                                  ======   ======
   Diluted earnings per common share                              $ 0.30   $ 0.23
                                                                  ======   ======
Cash dividends declared per common share                          $ 0.14   $ 0.13
                                                                  ======   ======`

# See Notes to
Consolidated Financial Statements

---

`FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
                               THREE MONTHS ENDED MARCH 31,
                                (In thousands of dollars)


                                                          2003         2002
                                                        ---------   ---------
Balance, beginning of period                            $ 12,579    $ 11,822
Comprehensive income
   Net income                                                293         225
   Other comprehensive loss, net of deferred
      income tax benefit of $0 and $22, respectively:
         Net unrealized losses on securities                  (1)        (35)
                                                        --------    --------
      Total comprehensive income                             292         190
                                                        --------    --------
Cash dividends declared                                     (138)       (128)
                                                        --------    --------
Balance, end of period                                  $ 12,733    $ 11,884
                                                        ========    ========`

# See Notes to
Consolidated Financial Statements

---

`FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 THREE MONTHS ENDED MARCH 31,
                                  (In thousands of dollars)


                                                                        2003       2002
                                                                     ----------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                            $   293    $   225
Adjustments to reconcile net income to net cash
  provided by operating activities:
Depreciation and amortization                                              76         76
Provision for loan losses                                                  90        105
Loss on disposal of premises and equipment                                  -          3
Gains on sale of foreclosed assets, net                                   (11)         -
Deferred income tax benefit                                               (62)       (26)
Securities gains, net                                                      (2)         -
Net amortization of security premiums                                      45          2
Increase in accrued interest receivable                                   (78)       (50)
Decrease (increase) in other assets                                        12        (26)
Decrease in other liabilities                                             (10)       (72)
                                                                      -------    -------
      Net cash provided by operating activities                           353        237
                                                                      -------    -------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities available for sale     7,152      2,263
Proceeds from maturities and calls of securities held to maturity         365      1,015
Purchases of securities available for sale                             (6,786)    (3,493)
Purchases of securities held to maturity                                 (597)         -
Net increase in loans                                                  (4,440)    (2,197)
Purchases of bank premises and equipment                                  (37)      (419)
Proceeds from sale of foreclosed assets                                    44          -
                                                                      -------    -------
      Net cash used in investing activities                            (4,299)    (2,831)
                                                                      -------    -------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW and savings accounts                 981      5,238
Net (decrease) increase in certificates of deposit                     (1,345)       361
Net increase in short-term borrowings                                   2,210        453
Principal payments on long-term borrowings                                (16)        (4)
Dividends paid                                                           (138)      (147)
                                                                      -------    -------
      Net cash provided by financing activities                         1,692      5,901
                                                                      -------    -------

(Decrease) increase in cash and cash equivalents                       (2,254)     3,307

Cash and cash equivalents:
Beginning                                                               5,587      5,722
                                                                      -------    -------

Ending                                                                $ 3,333    $ 9,029
                                                                      =======    =======`

# See Notes to
Consolidated Financial Statements

---

# FIRST
NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

## Note 1. Basis
of Presentation

The accounting and
reporting policies of First National Bankshares Corporation, (the
Company or First National), and its wholly owned
subsidiaries, First National Bank and FNB Insurance, LLC, conform to accounting
principles generally accepted in the United States and to general policies
within the financial services industry. The preparation of such financial
statements 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 consolidated
statements include the accounts of the Company and its wholly owned
subsidiaries, First National Bank and FNB Insurance, LLC. All significant
intercompany balances and transactions have been eliminated. The information
contained in the consolidated financial statements is unaudited. 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, 2003 are not necessarily indicative of the results to be expected for
the full year. The consolidated financial statements and notes
included herein should be read in conjunction with the Companys 2002
audited financial statements and Form 10-K.

Earnings per
share:   Basic earnings per common share are computed based upon the
weighted average shares outstanding. Diluted per share amounts assume the
conversion, exercise or issuance of all stock options. The computation of basic
and diluted earnings per share amounts for the three months ended March 31, 2003 and 2002
is based upon the following outstanding shares:

`2003       2002
                                                       --------   --------
Weighted average shares outstanding
   for basic earnings per share calculation             983,780   981,780

Dilutive effect of stock options                          2,168     3,483
Weighted average shares outstanding
   for diluted earnings per share calculation           985,948   985,263
                                                        =======   =======`

Stock
options: The Company has an incentive stock option plan covering certain
key employees. Grants under the plan are accounted for under the intrinsic value
method. Accordingly, no compensation cost has been recognized for grants under
the plan. Had compensation for the plan been determined based on the fair value
method, reported net income and earnings per share would have been reduced to
the pro forma amounts shown below for three months ended March 31, 2003 and 2002:

`2003             2002 
                                   -------------   ---------------
Net income:
   As reported                     $     293,000   $       225,000
   Pro forma                       $     293,000   $       223,000
Basic earnings per share:
   As reported                     $        0.30   $          0.23
   Pro forma                       $        0.30   $          0.23
Diluted earnings per share:
   As reported                     $        0.30   $          0.23
   Pro forma                       $        0.30   $          0.23`

## Note 2. Securities

The amortized cost, unrealized
gains, unrealized losses and estimated fair values of securities at March 31,
2003 and December 31, 2002 are summarized as follows (in thousands):

---

`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                          March 31, 2003
                                                                             Estimated
                                             Amortized Unrealized Unrealized    Fair
                                                 Cost     Gains    Losses      Value
                                              --------  --------  --------   -------
Available for Sale
Taxable:
   U.S. Government agencies and corporations   $21,665   $   105   $    9    $21,761
   Federal Reserve Bank stock                       57       -          -         57
   Federal Home Loan Bank stock                    500       -          -        500
   Other equities                                   22       -          -         22
                                               -------   -------   -------   -------
      Total taxable                             22,244       105        9     22,340
Tax-exempt:
   State and political subdivisions                380       -          5        375
   Federal Reserve Bank Stock                        2       -          -          2
                                               -------   -------   -------   -------
      Total tax-exempt                             382       -          5        377
      Total securities available for sale      $22,626   $   105   $   14    $22,717
                                               =======   =======   =======   =======

Held to maturity:
Taxable:
   U.S. Government agencies and corporations   $ 1,000   $    -    $    -    $ 1,030
   Certificates of deposit with other banks      2,652        -         -      2,652
   State and political subdivisions                440        14        -        454
                                               -------   -------   -------   -------
      Total taxable                              4,092        44        -      4,136
Tax-exempt:
   State and political subdivisions              5,690       126        5      5,811
                                               -------   -------   -------   -------
      Total securities held to maturity        $ 9,782   $   170   $    5    $ 9,947
                                               =======   =======   =======   =======

                                                       December 31, 2002
                                                                              Estimated
                                             Amortized  Unrealized  Unrealized    Fair
                                                Cost      Gains      Losses      Value
                                               -------   --------   ---------  --------
Available for Sale
Taxable:
   U.S. Government agencies and corporations   $22,671   $    93    $     1    $ 22,763
   Federal Reserve Bank Stock                       57         -          -          57
   Federal Home Loan Bank stock                    281         -          -         281
   Other equities                                   22         -          -          22
                                               -------   --------   ---------  --------
      Total taxable                             23,031        93          1      23,123
Tax-exempt:
   Federal Reserve Bank stock                        2         -          -           2
                                               -------   -------   ----------  --------
      Total securities available for sale      $23,033   $    93    $     1    $ 23,125
                                               =======   =======   ==========  ========`

---

`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                             December 31, 2002
                                                                                  Estimated
                                               Amortized Unrealized  Unrealized     Fair
                                                 Cost      Gains       Losses       Value
                                               --------  ----------  -----------  ----------
Held to maturity:
Taxable:
   U.S. Government agencies and corporations   $  1,000   $     -     $       -    $   1,038
   Certificates of deposit with other banks       2,156         -             -        2,156
   State and political subdivisions                 455        18             -          473
                                               --------   ---------  -----------  ----------
      Total taxable                               3,611        56             -        3,667
Tax-exempt:
   State and political subdivisions               5,941       116             8        6,049
                                               --------   ---------  -----------  ----------
     Total securities held to maturity         $  9,552   $   172     $       8    $   9,716
                                               ========   =========  ===========  ==========`

The  maturities,  amortized cost and estimated fair values of the Company's  securities at March 31, 2003 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                      $    3,257     $   3,315      $   3,517   $    3,531
Due after 1 but within 5 years              3,685         3,749         18,528       18,605
Due after 5 but within 10 years             1,771         1,785              -            -
Due after 10 years                          1,069         1,098              -            -
Equity securities                               -             -            581          581
                                       -----------    -----------  ----------- ------------
                                       $    9,782     $   9,947      $  22,626   $   22,717
                                       ===========    ===========  =========== ============`

The Companys Federal
Reserve Bank stock and Federal Home Loan Bank stock are equity securities that
are included in securities available for sale in the accompanying
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.

Note 3. Loans

Total loans are summarized as follows (in thousands):

`March 31,    December 31,
                                                          2003         2002
                                                       ---------    ---------
Commercial, financial and agricultural                 $  49,472    $  47,268
Real estate - construction                                 1,461        1,340
Real estate - mortgage                                    46,741       45,775
Installment loans to individuals                          15,085       13,805
Other                                                      2,223        2,399
                                                       ---------    ---------
   Total loans                                           114,982      110,587
Net deferred loan origination fees and costs                 (46)         (35)
                                                       ---------    ---------
   Total loans net of deferred loan origination
      fees and costs                                     114,936      110,552
Less allowance for loan losses                             1,073        1,036
                                                       ---------    ---------
   Loans, net                                          $ 113,863    $ 109,516
                                                       =========    =========`

Note 4.  
Allowance for Credit Losses

An analysis of the
allowance for loan losses is presented below (in thousands):

---

`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      Three-months ended   For the year ended
                                            March 31,          Dec. 31,
                                         2003     2002          2002
                                      --------   --------     --------
Balance, beginning of period          $  1,036   $    837     $    837
   Loans charged off                        61         40          121
   Recoveries                                8          7           16
                                      --------   --------     --------
      Net losses                            53         33          105
                                      --------   --------     --------
   Provision for loan losses                90        105          304
                                      --------   --------     --------
Balance, end of period                $  1,073   $    909     $  1,036
                                      ========   ========     ========`

The Companys total
recorded investment in impaired loans at March 31, 2003 approximated $300,000,
for which the related allowance for credit losses determined in accordance with
generally accepted accounting principles approximated $60,000. All impaired
loans at March 31, 2003 were collateral dependent, and accordingly, the fair
value of the loans collateral was used to measure the impairment of each
loan. Note 5.   Commitments and Contingencies

In the ordinary course of
business, the Companys subsidiary bank is 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, 2003 and December 31, 2002, and the contractual
amount of commitments to lend are as follows, in thousands of dollars:

`March 31,       Dec. 31,
                                                2003           2002  
                                             -----------    ------------
Total loan commitments                       $   17,981     $    15,648
                                             ===========    ============`

Management is not aware of
any commitments or contingencies that may reasonably be expected to have a
material impact on operating results, liquidity or capital resources. The
Company continues to be involved in various legal actions and contractual
matters arising in the normal course of business. Note 6.  Short-term Borrowings

Included in short-term borrowings at March 31, 2003 is an advance from the Federal Home Loan Bank of
$3,134,000. The advance, which bears a fixed interest rate of 1.45%, matured on
April 25, 2003. The advance is secured by certain mortgage loans and investment
securities not already pledged. Note 7. New Accounting Policies
Financial  Accounting  Standards  Interpretation No. 45 (FIN 45),  Guarantors  Accounting and Disclosure  Requirements for Guarantees,
Including  Indirect  Guarantees of Indebtedness of Others,  is applicable on a prospective basis to guarantees issued or modified after
December 31, 2002.  This  interpretation  requires the guarantor to recognize a liability  for the fair value of an obligation  assumed
under a guarantee.  FIN 45 clarifies the requirements of Financial Accounting  Standards No. 5, Accounting for Contingencies,  relating
to guarantees.  In general,  FIN 45 applies to contracts or indemnification  agreements that contingently require the guarantor to make
payments to the guaranteed  party based on changes in an underlying  variable (a specified  interest rate,  security  price,  commodity
price, foreign exchange rate, index of prices or rates, or other variable) that is related to an asset,  liability,  or equity security
of the  guaranteed  party.  Certain  guarantee  contracts are excluded from both the disclosure and  recognition  requirements  of this
interpretation,  including,  among others, guarantees relating to employee compensation,  residual value guarantees under capital lease
arrangements,  commercial letters of credit, loan commitments,  subordinated interests in an special purpose entity and guarantees of a
companys own future  performance.  Other  guarantees are subject to the disclosure  requirements  of FIN 45 but not to the recognition
provisions and include,  among others,  a guarantee  accounted for as a derivative  instrument  under  Financial  Accounting  Standards
Statement No. 133, a parents  guarantee of debt owed to a third party by its subsidiary or vice versa,  and a guarantee which is based
on  performance  not price.  Significant  guarantees  that have been  entered  into by the  Company are  disclosed  in the notes to the
financial  statements.  The Company  does not expect the  requirements  of FIN 45 to have a material  impact on results of  operations,
financial position or liquidity.

---

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), and its wholly owned subsidiaries, First National
Bank and FNB Insurance, LLC, for the periods indicated. This discussion and
analysis should be read in conjunction with the Companys 2002 consolidated
financial statements and notes included in its Annual Report to Shareholders and
Form 10-K.FORWARD-LOOKING
STATEMENTS

The following discussion
contains statements that refer to future expectations, contains projections of
the results of operations or of financial condition, or states other information
that is forward-looking. Forward-looking statements are
easily identified by the use of words such as could,
anticipate, estimate, believe, and similar
words that refer to a future outlook. There is always a degree of uncertainty
associated with forward-looking statements. The Companys
management believes the expectations reflected in such statements are based upon
reasonable assumptions and on the facts and circumstances existing at the time
of these disclosures. Actual results could differ significantly from those
anticipated. Some factors that could significantly affect the results include:
changes in economic conditions, either nationally or within the Companys
markets; changes in market interest rates; changes in competitive pressures;
changes in legal or accounting regulations; and changes in the securities and
investments markets. APPLICATION OF CRITICAL ACCOUNTING POLICIES
The Companys  consolidated  financial  statements are prepared in accordance  with  accounting  principles  generally  accepted in the
United States and follow  general  practices  within the  industries in which it operates.  Application  of these  principles  requires
management  to make  estimates,  assumptions,  and  judgments  that  affect  the  amounts  reported  in the  financial  statements  and
accompanying  notes.  These estimates,  assumptions,  and judgments are based on information  available as of the date of the financial
statements;  accordingly,  as this information changes, the financial  statements could reflect different estimates,  assumptions,  and
judgments.

For a complete discussion of the Companys  significant  accounting policies,  see "Notes to the Consolidated  Financial Statements" in
the Companys  2002 Annual Report on pages 25-28.  Certain  policies are  considered  critical  because they are highly  dependent upon
subjective or complex  judgments,  assumptions and estimates.  Changes in such estimates may have a significant impact on the financial
statements.  Management has reviewed the  application of these policies with the Audit  Committee of the Companys  Board of Directors.
For a discussion of applying critical accounting  policies,  see "Application of Critical  Accounting  Policies" beginning on page 6 in
the companys 2002 Annual Report.EARNINGS SUMMARY

The Company reported net
income of $293,000 for the three months ended March 31, 2003 compared to
$225,000 for the quarter ended March 31, 2002, representing a 30.2% increase.
Improvements in net interest income and noninterest income were key in the
favorable variance from the prior year. Basic and diluted earnings per common share were
$0.30 for the quarter ended March 31, 2003 compared to the $0.23 reported for
the first quarter of 2002.  The Companys
annualized return on average assets (ROA) for the first quarter of 2003 was
0.77% compared to 0.67% for the first quarter of 2002. Annualized return on
average shareholders equity (ROE) was 9.21% for the first quarter of 2003
compared to 7.6% in the first quarter of 2002. 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, 2003 and 2002, the tax-equivalent adjustment was
$30,000 and $23,000, respectively.

---

For the quarter, net
interest income on a tax equivalent basis improved by $118,000 or 8.4% compared
to 2002. As reported in Table II, growth in the Companys interest-earning
assets and liabilities has translated into a net increase of $176,000 in net
interest income from the prior year. Mitigating this increase was the impact of
the lower interest rate environment, whereby the decline in the interest rates
resulted in a net decline in net interest income of $58,000. At March 31, 2003,
the Companys net yield on interest-earning assets or margin
was 4.17%, which represents a decline of 24 basis points from the margin at
March 31, 2002. Falling interest rates, competition and slower loan demand were
key contributors to the decline in the Companys margin for this comparison
period. Despite the decline from year to year, the Company has seen a positive
trend in the margin since year-end 2002. During the fourth quarter of 2002, the
margin declined to it lowest level in 2002 at approximately 4.06% and has since
risen to its current level. This coincides with the current loan growth trend in
which outstanding loans have increased $7,859,000 or 7.3% over the past two
quarters and the loan to deposit ratio which has increased from 82.1% to its current
level of 85.8%. Future improvements in the margin will be dependent upon the
Companys ability to continue the loan growth trend. 

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. PROVISION FOR
LOAN LOSSES

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. The provision for loan losses was
$90,000 and $105,000 for the first quarter of 2003 and 2002, respectively.
See further discussion of loan quality
and the related allowance for loan losses in the LOAN PORTFOLIO section of this
analysis. NONINTEREST
INCOME

Noninterest income includes
revenues from all sources other than interest income and yield related loan
fees. For the three-month period ended March 31, 2003, noninterest income
totaled $285,000, which is an improvement of $95,000 or 50.0% from the $190,000
that was recorded during the first quarter of 2002. Stated as a percentage of
average assets, annualized noninterest income was approximately 0.75% for 2003
and 0.56% for 2002. 

Secondary market loan fees,
which represent loan fees earned on secondary market loans originated on behalf
of third party mortgage brokers, accounted for nearly one-third of the total
noninterest income in 2003 and increased $32,000 or 50.8% from the prior year.
The favorable interest rate environment and the dedication of Company resources,
consisting principally of two full-time staff responsible for handling the
transactions, is primarily responsible for the favorable variance from 2002.

Both service fees (fees
charged on certain deposit accounts) and other income increased from the prior
year in part due to the addition of the Covington, Virginia branch.
Additionally, other income increased due to a change in the Companys debit
card and merchant services program. As described in more detail below, the
Company changed vendors for its ATM/Debit card and merchant services programs.
In 2002, the Company incurred various exit costs associated with the programs
that were netted against the program revenues. NONINTEREST
EXPENSE

Noninterest expense
consists of overhead costs (those that are not related to interest expense,
income taxes or the provision for loan losses). For the three months ended March 31, 2003, the
Companys noninterest expense totaled $1,250,000, representing an increase
of $110,000, or 9.6% from the $1,140,000 reported in the first quarter of 2002.

Salaries and employee
benefits, the Companys largest noninterest expense, increased $70,000 or
12.5% compared 2002. Factors contributing to this increase include: (1) the
employment of three additional full-time staff in 2003 compared to 2002 and (2)
an increase in the companys employee benefit expense resulting from a
change in corporate policy and additional staff. 

Data processing expense was
up $18,000 for the quarter due to the Company upgrading its ATM/Debit Card
network to a real-time processing platform. The enhancement was made at the end of the
first quarter of 2002; therefore, the expense for the first quarter of 2002 was not representative
of the ongoing expense.  Accordingly, variances in future quarters will most
likely be proportionate to increases or decreases in the number of transactions
processed through the network.

---

`TABLE I

                                             AVERAGE BALANCE SHEET AND
                                           NET INTEREST INCOME ANALYSIS
                                             (In thousands of dollars)

                                                  Average  Interest Yield/   Average Interest Yield/
                                                  Balance    (1)     Rate    Balance     (1)   Rate
                                               ---------- -------- ------- --------- -------- ------
INTEREST EARNING ASSETS
  Loans, net of unearned income                $ 112,211  $ 1,831    6.53%  $105,340 $ 1,936   7.35%
  Securities:
      Taxable                                     26,698      198    2.97%    13,868     150   4.33%
      Tax-exempt  (1)                              5,887       89    6.07%     3,712      67   7.22%
                                               ----------  ------- -------  --------  ------- ------
            Total securities                      32,585      287    3.53%    17,580     217   4.94%
                                               ----------  ------- -------  --------  ------- ------
  Federal funds sold and interest-bearing
       Deposits with other banks                   1,565        4    1.02%     4,557      19   1.67%
                                               ----------  ------- -------  --------  ------- ------
            Total interest earning assets        146,361    2,122    5.80%   127,477   2,172   6.82%
                                               ----------  ------- -------  --------  ------- ------
NONINTEREST EARNING ASSETS
    Cash and due from banks                        2,741                       3,023
    Bank premises and equipment                    2,704                       2,675
    Other assets                                   1,539                       2,698
    Allowance for loan losses                     (1,058)                       (874)
                                               ----------                   --------
             Total assets                      $ 152,287                    $134,999
                                               ==========                   ========

INTEREST-BEARING LIABILITIES
    Demand deposits                            $  18,288       19    0.42%    16,213      27   0.67%
    Savings deposits                              69,006      331    1.92%    51,567     336   2.61%
    Time deposits                                 31,573      226    2.86%    34,301     379   4.42%
                                               ----------  ------- -------- --------  ------- ------
            Total interest-bearing deposits      118,867      576    1.94%   102,081     742   2.91%
                                               ----------  ------- -------- --------  ------- ------
   Short-term borrowings                           2,252        7    1.24%    3,780       17   1.80%
    Long-term borrowings                           1,351       14    4.15%      439        6   5.47%
                                               ----------  ------- -------- --------  ------- ------
            Total other interest-
                 bearing liabilities               3,603       21    2.33%    4,219       23   2.18%
                                               ----------  ------- -------- --------  ------- ------
            Total interest-bearing liabilities   122,470      597    1.95%   106,300     765   2.88%
                                               ----------  ------- -------- --------  ------- ------
NONINTEREST-BEARING LIABILITIES
    AND SHAREHOLDERS' EQUITY
    Demand deposits                               15,835                      15,432
    Other liabilities                              1,251                       1,377
    Shareholders' equity                          12,731                      11,890
                                               ----------                   --------
           Total liabilities and
                shareholders' equity           $ 152,287                    $134,999
                                               ==========                   =========

NET INTEREST EARNINGS                                      $1,525                     $1,407
                                                           =======                    ======

NET YIELD ON INTEREST EARNING ASSETS                                 4.17%                      4.41%
                                                                    ======                     ======`

(1)  -      Calculated on a fully tax-equivalent basis using the rate of 34% for 2003 and 2002.

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

---

`TABLE II

                                                CHANGES IN INTEREST INCOME AND EXPENSE
                                          DUE TO CHANGES IN AVERAGE VOLUME AND INTEREST RATES
                                                       (In thousands of dollars)
                                                         Three Months Ended
                                                    Mar 31, 2003 vs. Mar 31, 2002
                                                         Increase (Decrease)
                                                          Due to Change in:
                                                     --------------------------
                                                     Volume(1)   Rate(1)  Total
                                                     ---------  -------- ------
INTEREST EARNING ASSETS
    Loans                                              $ 121    $(226)    (105)
    Securities:
        Taxable                                          106      (58)      48
        Tax-exempt (2)                                    34      (12)      22
                                                       -----    -----    -----
              Total securities                           140      (70)      70
                                                       -----    -----    -----
    Federal funds sold and interest-bearing deposits      (9)      (6)     (15)
              Total interest earning assets              252     (302)     (50)
                                                       -----    -----    -----
INTEREST-BEARING LIABILITIES
    Demand deposits                                        3      (11)      (8)
    Savings deposits                                      97     (102)      (5)
    Certificates of deposit                              (28)    (125)    (153)
    Short-term borrowings                                 (6)      (4)     (10)
    Long-term borrowings                                  10       (2)       8
                                                       -----    -----    -----
              Total interest-bearing liabilities          76     (244)    (168)
                                                       -----    -----    -----
NET INTEREST EARNINGS                                  $ 176    $ (58)     118
                                                       =====    =====    =====`

(1)  -      The changes in interest due to both rate and volume have 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%.

---

Professional and legal fees
increased $17,000 or 51.5% compared to 2002. During the quarter, the Company
procured professional services from a consulting firm in order to assist the
Board and management with various technical and long-term strategic issues.
Comparable arrangements were not present in 2002. The Company anticipates an
ongoing relationship with the consulting firm, therefore, similar variances in
professional and legal fees are expected in the immediate future. 

The Companys postage
and courier expense and other operating expenses were higher in 2003 compared to
2002 due to the addition of the Covington branch, which in contrast, office
expenses were lower in 2003 primarily due to various non-recurring expenses
incurred in connection with opening the Covington branch in 2002. INCOME TAXES

The Companys income
tax expense, which includes both federal and state income taxes, totaled
$147,000 for the three-month period ended March 31, 2003 compared to $104,000
for same period of 2002. The effective tax rate approximated 33.4% and 31.6% for
the three months ended March 31, 2003 and 2002, respectively. CHANGES IN
FINANCIAL CONDITION

The Companys total
assets were $153,782,000 at March 31, 2003, compared to $151,808,000 at December
31, 2002, representing an increase of $1,974,000 or 1.3%. Average total assets
were $152,287,000 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 security
portfolio, which represents approximately 21.1% and 21.5% of the Companys
total assets at March 31, 2003 and December 31, 2002, respectively, declined
$178,000 during the quarter, as maturities and calls in the portfolio were
predominantly replaced with new purchases. A more detailed discussion of the
securities portfolio may be found in Note 3 of the consolidated
financial statements found in Item I. 

The Bank attempts 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. On average, its daily position in the overnight market in
the first quarter of 2003 was $1,420,000, which compares to 2002s average
position of $4,557,000. The decline in the overnight position since year-end
2002 was directly related to the loan growth experienced during the quarter. Loan Portfolio
and Asset Quality

Gross loans, which were
$114,936,000 at March 31, 2003, increased $4,384,000 or 4.0% during the quarter.
Net loan growth was experienced in all of the Companys markets, with the
Covington market experiencing the majority of the growth where net loans
increased $2,800,000 during the quarter. As discussed above in the net interest
income section, the Companys loan demand has improved over the past two
quarters, particularly in Covington where a key personnel and an aggressive
advertising campaign have netted significant results. As reported in Note 3 to
the Consolidated Financial Statements included in Item I, the majority
of the growth has transpired in the commercial and installment loan portfolios. 

The allowance for loan
losses was $1,073,000 at March 31, 2003 compared to $1,036,000 at December 31,
2002. Expressed as a percentage of loans, the allowance for loan losses was
0.93% and 0.94% at March 31, 2003 and December 31, 2002, respectively. The
allowance for loan losses is maintained at a level considered adequate to
provide for losses that can be reasonably estimated. On a quarterly basis,
management performs a comprehensive evaluation of the adequacy of the allowance
for loan losses using both quantitative and qualitative factors. The assessment
encompasses an evaluation of specifically identified problem loans and their
potential loss, if any. Loss potential for each specifically identified problem
loan is determined based on a quantitative evaluation of repayment from sources
such as cash flow and the fair market value of underlying collateral. For the
remaining loans in the banks commercial, installment and real estate
portfolios, management considers the impact of qualitative factors such as
historical loan loss experience, new loan volume, portfolio composition, levels
of nonperforming and past due loans and current and anticipated economic
conditions in evaluating potential loss exposure and the adequacy of the
allowance for loan losses. In managements opinion, the allowance for loan
losses is adequate to absorb the current estimated risk of loss in the existing
portfolio. 

See Note 4 of the 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, 2003 and 2002, and for the year ended December 31, 2002. A summary of the
Companys past due loans and nonperforming assets is provided in the
following table:

`SUMMARY OF PAST DUE LOANS AND NONPERFORMING ASSETS
                                         (in thousands of dollars)

                                                      March 31,  March 31,  Dec. 31,
                                                          2003       2002       2002
                                                        -------   ---------  ---------
Loans past due 90 or more days still accruing           $     -   $      -   $      -
                                                        =======   =========  =========
Nonperforming assets:
   Nonaccrual loans                                     $  300    $    208   $    433
   Other real estate owned                                   -         796         30
                                                        -------   ---------  ---------
      Total nonperforming assets                        $  300    $  1,004   $    463
                                                        =======   =========  =========
      As a percentage of outstanding loans                 0.3%       0.7%        0.4%
                                                        =======   =========  =========`

Deposits and Other
Funding Sources

Total deposits at March 31,
2003 decreased $364,000 or 0.3% from December 31, 2002. On average, deposits
totaled $134,702,000 during the quarter, which compares to $134,253,000 on hand
as of December 31, 2002. The following table summarizes the quarter-end and
average deposit mix for March 31, 2003 as compared to the December 31, 2002
year-end balance:

---

`Percentage
                                                                     Increase/Decrease
                                                                        Compared to
                                                  Avg. YTD        Dec. 31, 2002 Year-end
                                                   Balance               Balance:
                                                               ---------------------------
                                  March 31,       March 31,      March 31,       Avg. YTD
                                     2003           2003            2003         Balance
                               ---------------   ------------ ----------------------------
Demand deposits                $       32,908  $      34,123       -3.7%          -0.1%
Savings                                70,083         69,006        3.3%           1.7%
Certificates of deposit                30,898         31,573       -4.2%          -2.1%
                               --------------- --------------
   Total deposits              $      133,889  $     134,702       -0.3%           0.3%
                               =============== ==============`

As with the loan growth
discussed above, the Company has been very successful in garnering deposit
market share in its Covington location. During the quarter, total deposits
increased approximately $3,000,000 in this market. An aggressive marketing
campaign, an experienced professional staff and competitive pricing have all
played a part in the branchs growth. Since its opening in February 2002,
the location has been responsible for nearly $16,000,000 in new deposits for the
Company. 

Due to the slower loan
demand in its West Virginia markets, management has chosen to manage its deposit
growth in these markets by managing its pricing of interest-bearing products.
During the quarter, deposits in West Virginia
declined approximately $3,364,000.

The Companys
involvement in short-term borrowings during the quarter consisted of repurchase
agreements, Federal funds sold and a short-term advance from the Federal Home
Loan Bank (FHLB). As more fully discussed in Note 6 of the
Consolidated Financial Statements included in Item I, the Company obtained a
$3,134,000 short-term advance from the FHLB in March 2003, which accounted for
the increase in short-term borrowings compared to the December 31, 2002 balance
and was utilized to support the loan growth. 

Although the Company
remains committed to funding its assets with traditional community bank deposit
products, interest rate costs, timeliness and transaction costs are weighed in
determining the most effective method of funding the bank. Future funding
sources will most likely involve more alternative funding sources, such as
short-term and long-term advances from the FHLB, because of the lower cost of
funds. LIQUIDITY

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, Federal funds sold and interest-bearing deposits, which
totaled $3,333,000 at March 31, 2003 versus $5,587,000 at December 31, 2002. For
the quarter, the average balance of its liquid assets totaled $4,306,000. 

The Companys
liquidity is further enhanced by the availability of $6,774,000, at amortized
cost, in debt securities maturing within one year as of March 31, 2003. Also,
the Company has classified additional debt securities with an estimated fair
value at March 31, 2003 totaling $18,605,000 as available for sale, which are
available for liquidation should a need arise. Additionally, the Company has
approximately $50,000,000 in available lines of credit with various
correspondent banks for added funding or liquidity support. 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. 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, 2003 was $12,733,000 compared to $12,579,000 at December 31,
2002, representing an increase of $154,000. A reconciliation of the increase is
reported in the consolidated statements of shareholders equity
included in Item I. Average total shareholders equity expressed as a
percentage of average total assets was approximately 8.36% at March 31, 2003
compared to 8.45% at December 31, 2002.

---

Cash dividends totaling
$138,000, or $0.14 per share were declared during the first quarter of 2003,
which compares to $128,000 or $0.13 per share declared in the first quarter of
2002. These payout levels represented approximately 47.1% and 56.9% of the
Companys year-to-date earnings for the three-month periods ended March 31,
2003 and 2002, respectively. The Company has a dividend policy whereby the
dividend payout level may not exceed 40% of the Companys annual net
income. Accordingly, future declarations may be limited to the amounts that
would be available under the policy directive. 

The Company has experienced
rapid growth over the past three years, and accordingly, the Companys
leverage ratio (equity to assets) has decreased. Although the Company continues
to report capital ratios well above minimum guidelines as discussed in the
following section, it has become prudent for the Company to manage the dividend
growth rate in order to preserve capital for future internal asset growth and to
build a capital position that will allow the Company to react in a timely manner
to external growth opportunities should they present themselves. As a result,
future dividend payout levels may not be indicative of past payout levels. 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 2003. 

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, 2003, that the subsidiary bank meets all
capital adequacy requirements to which it is subject, as evidenced by the
following table:

`RISK-BASED CAPITAL RATIOS
                                      March 31, 2003
                                                                              Minimum
                                                             Actual         Requirement 
                                                         -------------   ---------------
          Tier 1 risk-based capital ratio                    10.97%           4.00%
          Total risk-based capital ratio                     11.99%           8.00%
          Leverage ratio                                      7.67%           3.00%`

ITEM 3.

QUANTITATIVE
AND QUALITATIVE

DISCLOSURES
ABOUT MARKET RISK

The Company invests in
various types of interest-earning assets (primarily loans and investment
securities), which are funded largely by interest-bearing liabilities (primarily
deposits and FHLB advances). Such financial instruments have varying levels of
sensitivity to changes in market interest rates, which creates interest rate
risk for the Company. Accordingly, the Companys net interest income, the
most significant component of its net income, is subject to substantial
volatility due to changes in interest rates or market yield curves, particularly
if there are differences, or gaps, in the re-pricing frequencies of its
interest-earning assets and the interest-bearing liabilities which fund them.
The Company monitors such interest rate gaps and seeks to manage its interest
rate risk by adjusting the re-pricing frequencies of its interest-earning assets
and interest-bearing liabilities. 


The  following  table  represents  the results of the  Companys  interest  sensitivity  simulation  analysis as of March 31, 2003.  Key
assumptions in the preparation of the table include changes in market conditions  including interest rates, loan volumes,  and pricing;
deposit  sensitivity;  customer  preferences;  and capital plans. To attempt to quantify the potential  change in net interest  income,
given a change in interest  rates,  various  interest  rate  scenarios  are applied to projected  balances,  maturities  and  repricing
opportunities.  The  resulting  change in  cumulative  net  interest  income  for the  succeeding  fiscal  year  reflects  the level of
sensitivity that net interest income has in relation to changing interest rates.

---

`Hypothetical %
                                                            Change in Net
     Interest rate scenario                                Interest Income   
                                                   --------------
Up 100 basis points                                               0.2%
Down 100 basis points                                            -2.5%`

The change in the down 100 basis points scenario from year-end 2002 is due in part to the current  interest rate  environment.  Many of
the Companys  interest-bearing  deposits  (including demand and savings deposits which in most cases do not have a stated maturity and
therefore,  reprice immediately) are at or near interest rate floor levels.  Therefore,  there is minimal interest expense savings in
a declining  interest  rate  environment.  Conversely,  the Companys  interest-earning  assets are  positioned  where they will likely
recognize a disproportionate  decline in interest income because of a greater spread  differential  between the interest rates on those
assets and their  respective  floor  interest rates. In addition,  the Companys  experience with loan  prepayments and interest rate
concessions over the past year has warranted increased prepayment risk, and in particular, the declining interest rate scenarios.

ITEM 4

CONTROLS AND PROCEDURES

The Companys
management, including the Chief Executive Officer and Chief Financial Officer,
have conducted an evaluation of the effectiveness of disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures are effective in ensuring that all material
information required to be filed in this quarterly report has been made known to
them in a timely fashion. There have been no significant changes in internal
controls, or in factors that could significantly affect internal controls,
subsequent to the date the Chief Executive Officer and Chief Financial Officer
completed their evaluation.

---

PART II. OTHER
INFORMATION

       Item 1.  Legal Proceedings

| | Various
legal proceedings are presently pending in which the Bank is a named party.
These proceedings involve routine litigation incidental to the Banks
business. In Managements opinion, based upon advice of counsel, the
resolution of such proceedings will not have a material impact on the
Banks financial position.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 99.1, Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-
                 Oxley Act of 2002.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | 2.       Exhibit 99.2, Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-
                  Oxley Act of 2002.                                                                          
|b) | The Company did not file any Form 8-K Current Reports during the quarter ended March 31,2003.                                                                                                                      

---

# SIGNATURES

Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.

# FIRST
NATIONAL BANKSHARES CORPORATION

| | By/s/ L. Thomas Bulla
L. Thomas Bulla
President and Chief Executive Officer
| | ---------------------------------------------------------------------------
| | By/s/ Matthew L. Burns
Matthew L. Burns
Chief Financial Officer            

|Date:  May15, 2003
|------------------

---

# CERTIFICATION

I, L. Thomas Bulla, President and CEO, certify that:

| | 1. | I have reviewed this quarterly report on Form 10-Q of First National Bankshares Corporation;                                                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Based on my  knowledge,  this  quarterly  report  does not contain  any untrue  statement  of a material  fact or omit to state a
         material fact necessary to make the statements  made, in light of the  circumstances  under which such  statements  were made,
         not misleading with respect to the period covered by this quarterly report;
| | 3. | Based on my knowledge,  the financial  statements,  and other  financial  information  included in this quarterly report,  fairly
         present in all material  respects the financial  condition,  results of operations and cash flows of the registrant as of, and
         for, the periods presented in this quarterly report;                       
| | 4. | The registrant's  other certifying  officers and I are responsible for  establishing and maintaining  disclosure  controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                       

| | a) | designed such disclosure  controls and procedures to ensure that material  information  relating to the registrant,  including
                  its consolidated  subsidiaries,  is made known to us by others within those entities,  particularly during the period
                  in which this quarterly report is being prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the  effectiveness of the registrant's  disclosure  controls and procedures as of a date within 90 days prior to the
                  filing date of this quarterly report (the "Evaluation Date"); and                                                                                                                        
| | c) | presented in this quarterly report our conclusions  about the  effectiveness  of the disclosure  controls and procedures based on
                  our evaluation as of the Evaluation Date;                                                                                                                                             

| | 5. | The registrant's  other certifying  officers and I have disclosed,  based on our most recent  evaluation,  to the registrant's
         auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant  deficiencies in the design or operation of internal  controls which could adversely  affect the  registrant's
                  ability to record,  process,  summarize and report financial data and have identified for the  registrant's  auditors
                  any material weaknesses in internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | any  fraud,  whether  or not  material,  that  involves  management  or other  employees  who have a  significant  role in the
                  registrant's internal controls; and                                                                                                                                                      

| | 6. | The registrant's  other  certifying  officers and I have indicated in this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could  significantly  affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:  May15,2003 | By/s/  L. Thomas Bulla
                  
                  
       L. Thomas Bulla
                  
                  
       President and Chief Executive Officer
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# CERTIFICATION

I, Matthew L. Burns, Chief Financial Officer, certify that:

| | 1. | I have reviewed this quarterly report on Form 10-Q of First National Bankshares Corporation;                                                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Based on my  knowledge,  this  quarterly  report  does not contain  any untrue  statement  of a material  fact or omit to state a
         material fact necessary to make the statements  made, in light of the  circumstances  under which such  statements  were made,
         not misleading with respect to the period covered by this quarterly report;
| | 3. | Based on my knowledge,  the financial  statements,  and other  financial  information  included in this quarterly report,  fairly
         present in all material  respects the financial  condition,  results of operations and cash flows of the registrant as of, and
         for, the periods presented in this quarterly report;                       
| | 4. | The registrant's  other certifying  officers and I are responsible for  establishing and maintaining  disclosure  controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                       

| | a) | designed such disclosure  controls and procedures to ensure that material  information  relating to the registrant,  including
                  its consolidated  subsidiaries,  is made known to us by others within those entities,  particularly during the period
                  in which this quarterly report is being prepared;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | evaluated the  effectiveness of the registrant's  disclosure  controls and procedures as of a date within 90 days prior to the
                  filing date of this quarterly report (the "Evaluation Date"); and                                                                                                                        
| | c) | presented in this quarterly report our conclusions  about the  effectiveness  of the disclosure  controls and procedures based on
                  our evaluation as of the Evaluation Date;                                                                                                                                             

| | 5. | The registrant's  other certifying  officers and I have disclosed,  based on our most recent  evaluation,  to the registrant's
         auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant  deficiencies in the design or operation of internal  controls which could adversely  affect the  registrant's
                  ability to record,  process,  summarize and report financial data and have identified for the  registrant's  auditors
                  any material weaknesses in internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | any  fraud,  whether  or not  material,  that  involves  management  or other  employees  who have a  significant  role in the
                  registrant's internal controls; and                                                                                                                                                      

| | 6. | The registrant's  other  certifying  officers and I have indicated in this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could  significantly  affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date:  May15,2003 | By  /s/ Matthew L. Burns
                  
                  
         Matthew L. Burns, 
                  
                  
          Chief Financial Officer
|----------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# EXHIBIT 99.1

CERTIFICATION
PURSUANT TO

18 U.S.C.
SECTION 1350,

AS ADOPTED
PURSUANT TO

SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
Quarterly Report of First National Bankshares Corporation (First
National) on Form 10-Q for the period ending March 31, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the
Report), I, L. Thomas Bulla, President and Chief Executive Officer
of First National, certify, pursuant to 18 U.S.C. section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: 
(1)    The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934;
        and
(2)   The  information  contained in the Report  fairly  presents,  in all material  respects,  the  financial  condition
  and results of
        operations of First National.

|Date: May15 ,  2003 | By /s/ L. Thomas Bulla
         L. Thomas Bulla
     President and Chief Executive Officer
|------------------- | ------------------------------------------------------------------------------------------

A signed original of this
written statement required by Section 906 has been provided to First National
Bankshares Corporation and will be retained by First National Bankshares
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.

---

# EXHIBIT 99.2

CERTIFICATION
PURSUANT TO

18 U.S.C.
SECTION 1350,

AS ADOPTED
PURSUANT TO

SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
Quarterly Report of First National Bankshares Corporation (First
National) on Form 10-Q for the period ending March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the
Report), I, Matthew L. Burns, Chief Financial Officer of First
National, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that:

|Date: May15,  2003 | By /s/ Matthew L. Burns
         Matthew L. Burns
     Chief Financial Officer
|------------------ | ------------------------------------------------------------------------------

A signed original of this
written statement required by Section 906 has been provided to First National
Bankshares Corporation and will be retained by First National Bankshares
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.