1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)

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

      For the quarterly period ended March 31, 2002
                    --------------------------------

                                       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, 2002:

                   Common Stock, $1 par value -- 981,780 shares


                          THIS REPORT CONTAINS 20 PAGES


<PAGE>


                      FIRST NATIONAL BANKSHARES CORPORATION

                                    FORM 10-Q
                  For the Quarterly Period Ended March 31, 2002

                                      INDEX

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


PART I.   FINANCIAL INFORMATION                                                                                   PAGE

     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets -
                  March 31, 2002 and December 31, 2001                                                               3

              Condensed Consolidated Statements of Income -
                  Three Months Ended March 31, 2002 and 2001                                                         4

              Condensed Consolidated Statements of Shareholders' Equity -
                  Three Months Ended March 31, 2002 and 2001                                                         5

              Condensed Consolidated Statements of Cash Flows -
                  Three Months Ended March 31, 2002 and 2001                                                         6

              Notes to Condensed 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



PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings                                                                                     18

     Item 2.  Changes in Securities                                                                               none

     Item 3.  Defaults upon Senior Securities                                                                     none

     Item 4.  Submission of Matters to a Vote of Security Holders                                                   18

     Item 5.  Other Information                                                                                     18

     Item 6.  Exhibits and Reports on Form 8-K                                                                      18



          SIGNATURES                                      19


</TABLE>



<TABLE>
<CAPTION>



                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

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

<S>                                                                                           <C>               <C>

                                                                                            March 31,         Dec. 31,
                                                                                               2002             2001 (1)
                                                                                         ---------------  ---------------
                                         ASSETS

Cash and due from banks                                                                  $       2,487    $       3,570

Interest-bearing deposits with other banks                                                         181            2,139

Federal funds sold                                                                               6,361               13

Securities available for sale                                                                   12,321           11,161
Securities held to maturity (estimated fair value

   of $6,270                                                                                     6,162            7,166
Loans, less allowance for loan losses of $909 and

   $837, respectively                                                                          104,893          102,801

Bank premises and equipment, net                                                                 2,796            2,456

Accrued interest receivable                                                                        761              711

Other real estate owned acquired in settlement of loans                                            796              796

Other assets                                                                                       580              506
                                                                                         ---------------  ---------------
      Total assets                                                                       $     137,338    $     131,319
                                                                                         ===============  ===============

                          LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits

   Noninterest-bearing                                                                   $      14,835           15,536

   Interest-bearing                                                                            105,384           99,084
                                                                                         ---------------  ---------------
      Total deposits
                                                                                               120,219          114,620

Short-term borrowings                                                                            3,854            3,401

Other liabilities                                                                                  943            1,034

Long-term borrowings                                                                               438              442
                                                                                         ---------------  ---------------
      Total liabilities                                                                        125,454          119,497
                                                                                         ---------------  ---------------

Shareholders' equity
Common stock, $1.00 par value, authorized

   10,000,000 shares, issued 981,780 shares                                                        982              982

Capital surplus                                                                                  1,188            1,188

Retained earnings                                                                                9,737            9,640

Accumulated other comprehensive (loss) income                                                      (23)              12
                                                                                         ---------------  ---------------

      Total shareholders' equity                                                                11,884           11,822
                                                                                         ---------------  ---------------
      Total liabilities and shareholders' equity                                         $     137,338    $     131,319
                                                                                         ===============  ===============



(1) Extracted from December 31, 2001 audited financial statements.



            See Notes to Condensed Consolidated Financial Statements
</TABLE>


<PAGE>


             FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                          THREE MONTHS ENDED MARCH 31,
                  (In thousands of dollars, except per share data)
<TABLE>
<CAPTION>
<S>                                                                                            <C>             <C>


                                                                                               2002             2001
                                                                                         ---------------- ---------------
Interest income

   Interest and fees on loans                                                            $        1,936   $       1,987
   Interest and dividends on securities:

      Taxable                                                                                       150             237

      Tax-exempt                                                                                     44              39

   Interest on Federal funds sold and interest-bearing deposits                                      19              32
                                                                                         ---------------- ---------------

         Total interest income                                                                    2,149           2,295
                                                                                         ---------------- ---------------

Interest expense

   Deposits                                                                                         742           1,026

   Short-term borrowings                                                                             17              78

   Long-term borrowings                                                                               6               7
                                                                                         ---------------- ---------------

         Total interest expense                                                                     765           1,111
                                                                                         ---------------- ---------------


         Net interest income                                                                      1,384           1,184

Provision for loan losses                                                                           105              30
                                                                                                ---------         -------
         Net interest income after provision for loan losses                                      1,279           1,154
                                                                                         ---------------- ---------------

Noninterest income

   Service fees                                                                                     107              81

   Secondary loan market fees                                                                        63              10

   Other income                                                                                      20              24
                                                                                         ---------------- ---------------

         Total noninterest income                                                                   190             115
                                                                                         ---------------- ---------------

Noninterest expense

   Salaries and employee benefits                                                                   560             431

   Net occupancy expense                                                                             84              70

   Equipment rental, depreciation and maintenance                                                   103              67

   Data processing                                                                                   95              85

   Advertising                                                                                       38              25

   Professional and legal                                                                            33              26

   Mailing and postage                                                                               28              22

   Directors' fees and shareholder expenses                                                          38              31

   Stationary and supplies                                                                           41              31

   Other operating expenses                                                                         120             102
                                                                                         ---------------- ---------------

         Total noninterest expense                                                                1,140             890
                                                                                         ---------------- ---------------


Income before income taxes                                                                          329             379

Income tax expense                                                                                  104             121
                                                                                         ---------------- ---------------
Net income                                                                               $          225   $         258
                                                                                         ================ ===============

Basic earnings per common share                                                          $         0.23   $        0.27
                                                                                         ================ ===============
Diluted earnings per common share                                                        $         0.23   $        0.26
                                                                                         ================ ===============

            See Notes to Condensed Consolidated Financial Statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

<S>                                                                                             <C>             <C>

                                                                                               2002             2001
                                                                                         ---------------  ---------------
Balance, beginning of period                                                             $      11,822     $     10,986
Comprehensive (loss) income

   Net income                                                                                      225              258
   Other comprehensive (loss) income, net of deferred
      income tax (benefit) of ($22) and $28, respectively:

         Unrealized (losses) gains on securities                                                   (35)              43
                                                                                         ---------------  ---------------

      Total comprehensive income                                                                   190              301
                                                                                         ---------------  ---------------
Cash dividends declared ($0.13 per share, respectively)
                                                                                                  (128)            (126)
                                                                                         ---------------  ---------------

Balance, end of period                                                                   $      11,884     $      11,161
                                                                                         ===============  ===============










































            See Notes to Condensed Consolidated Financial Statements
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


             FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          THREE MONTHS ENDED MARCH 31,
                            (In thousands of dollars)
<S>                                                                                            <C>              <C>


CASH FLOWS FROM OPERATING ACTIVITIES                                                           2002             2001
                                                                                         ---------------  ---------------
Net income                                                                                $        225      $       258
Adjustments to reconcile net income to net cash provided by operating
  activities:

Depreciation and amortization                                                                       76               52

Provision for loan losses                                                                          105               30

Loss on disposal of premises and equipment                                                           3                -

Deferred income tax benefit                                                                        (26)             (18)
Amortization of security premiums (accretion) of

   security discounts, net                                                                           2               (5)

(Increase) decrease in accrued interest receivable                                                 (50)             179

Increase in other assets                                                                           (26)             (53)

(Decrease) increase in other liabilities                                                           (72)             108
                                                                                         ---------------  ---------------

Net cash provided by operating activities                                                          237              551
                                                                                         ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from maturities and calls of securities available for sale                              2,263            5,000

Proceeds from maturities and calls of securities held to maturity                                1,015            2,615

Purchases of securities available for sale                                                      (3,493)          (2,000)

Purchases of securities held to maturity                                                             -          (18,280)

Net increase in loans                                                                           (2,197)          (2,810)

Purchases of bank premises and equipment                                                          (419)             (17)

Proceeds from sale of premises and equipment                                                         -                5

Lease payments collected on other real estate owned                                                  -                7
                                                                                         ---------------  ---------------
                                                                                                                (15,480)
Net cash used in investing activities                                                           (2,831)
                                                                                         ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in demand deposits, NOW and savings accounts                                        5,238              675

Net increase in time deposits                                                                      361            4,081

Net increase in short-term borrowings                                                              453           15,047

Principal payments on long-term borrowings                                                          (4)              (4)

Dividends paid                                                                                    (147)            (291)
                                                                                         ---------------  ---------------

Net cash provided by financing activities                                                        5,901           19,508
                                                                                         ---------------  ---------------


Increase in cash and cash equivalents                                                            3,307            4,579

Cash and cash equivalents:

Beginning                                                                                        5,722            2,053
                                                                                         ---------------  ---------------


Ending                                                                                    $      9,029     $      6,632
                                                                                         ===============  ===============


</TABLE>


            See Notes to Condensed Consolidated Financial Statements

             FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED 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 condensed  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  condensed  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,  2002 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  2001
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.

<TABLE>
<CAPTION>

Note 2.   Securities
The amortized cost, unrealized gains, unrealized losses and estimated fair
values of securities at March 31, 2002 and December 31, 2001 are summarized as
follows (in thousands):
<S>                                                        <C>              <C>                 <C>            <C>

                                                                                          March 31, 2002
                                                                                                             Estimated
                                                        Amortized        Unrealized       Unrealized           Fair
                                                          Cost             Gains            Losses             Value
                                                    ---------------- ----------------- ----------------  ----------------
Available for Sale
  Taxable:
   U.S. Government agencies and corporations        $        11,894  $             33  $            70   $        11,857
   Federal reserve bank stock                                    57                 -                -                57
   Federal home loan bank stock                                 383                 -                -               383
   Other equities                                                22                 -                -                22
                                                    ---------------- ----------------- ----------------  ----------------
      Total taxable                                          12,356                33               70            12,319

Tax-exempt
   Federal reserve bank stock                                     2                 -                -                 2
                                                    ---------------- ----------------- ----------------  ----------------

      Total Securities Available for Sale           $        12,358  $             33  $            70   $        12,321
                                                    ================ ================= ================  ================

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<S>                                                         <C>             <C>               <C>             <C>

                                                                                      March 31, 2002
                                                                                                             Estimated
                                                        Amortized        Unrealized       Unrealized           Fair
                                                          Cost             Gains            Losses             Value
                                                    ---------------- ----------------- ----------------  ----------------
Held to maturity:
  Taxable:
   U.S. Government agencies and corporations        $         1,998  $             26  $             -   $         2,024
   State and political subdivisions                             455                16                -               471
                                                    ---------------- ----------------- ----------------  ----------------
      Total taxable                                           2,453                42                -             2,495

Tax-exempt
   State and political subdivisions                           3,709                68                2             3,775
                                                    ---------------- ----------------- ----------------  ----------------

      Total securities held to maturity             $         6,162  $            110  $             2   $         6,270
                                                    ================ ================= ================  ================

                                                                                    December 31, 2001
                                                                                                             Estimated
                                                        Amortized        Unrealized       Unrealized           Fair
                                                          Cost             Gains            Losses             Value
                                                    ---------------- ----------------- ----------------  ----------------
Available for Sale
  Taxable:
   U.S. Government agencies and corporations        $        10,414  $             62  $            42   $        10,434
   Federal reserve bank stock                                    57                 -                -                57
   Federal home loan bank stock                                 646                 -                -               646
   Other equities                                                22                 -                -                22
                                                    ---------------- ----------------- ----------------  ----------------
      Total taxable                                          11,139                62               42            11,159

Tax-exempt
   Federal reserve bank stock                                     2                 -                -                 2
                                                    ---------------- ----------------- ----------------  ----------------

      Total Securities Available for Sale           $        11,141  $             62  $            42   $        11,161
                                                    ================ ================= ================  ================

Held to maturity:
  Taxable:
   U.S. Government agencies and corporations        $         2,985  $             42  $             -   $         3,027
   State and political subdivisions                             470                14                -               484
                                                    ---------------- ----------------- ----------------  ----------------
      Total taxable                                           3,455                56                -             3,511

Tax-exempt
   State and political subdivisions                           3,711                70                1             3,780
                                                    ---------------- ----------------- ----------------  ----------------

      Total securities held to maturity             $         7,166  $            126  $             1   $         7,291
                                                    ================ ================= ================  ================



</TABLE>


<TABLE>
<CAPTION>


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The maturities, amortized cost and estimated fair values of the Company's
securities at March 31, 2002 are summarized as follows (in thousands):
<S>                                                             <C>           <C>            <C>                <C>

                                                           Held To Maturity   Available for Sale
                                                                         Estimated                           Estimated
                                                        Amortized           Fair           Amortized           Fair
                                                          Cost             Value             Cost              Value
                                                    ---------------- ----------------- ----------------  ----------------
Due within 1 year                                   $         2,000  $          2,007  $         2,874   $         2,894
Due after 1 but within 5 years                                3,336             3,420            9,020             8,963
Due after 5 but within 10 years                                 371               372                -                 -
Due after 10 years                                              455               471                -                 -
Equity securities                                                 -                 -              464               464
                                                    ---------------- ----------------- ----------------  ----------------
                                                    $         6,162  $          6,270  $        12,358   $        12,321
                                                    ================ ================= ================  ================
</TABLE>

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 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.

<TABLE>
<CAPTION>

Note 3.   Loans
Total loans as of March 31, 2002 and December 31, 2001 are summarized as follows
(in thousands):
<S>                                                                                         <C>                <C>

                                                                                           2002                2001
                                                                                   ------------------  ------------------
Commercial, financial and agricultural                                             $          45,869   $          42,541
Real estate - construction                                                                       883               1,163
Real estate - mortgage                                                                        43,484              44,399
Installment loans to individuals                                                              13,472              13,236
Other                                                                                          2,094               2,299
                                                                                   ------------------  ------------------
   Total loans                                                                               105,802             103,638
Less allowance for loan losses                                                                   909                 837
                                                                                   ------------------  ------------------
   Loans, net                                                                      $         104,893   $         102,801
                                                                                   ==================  ==================

</TABLE>
<TABLE>
<CAPTION>

Note 4.   Allowance for Credit Losses
An analysis of the allowance for loan losses is presented below (in thousands)
for the three-month periods ended March 31, 2002 and 2001:
<S>                                                                     <C>                 <C>              <C>


                                                                                                             Dec. 31,
                                                                       2002                2001                2001
                                                               ------------------  ------------------  ------------------
Balance, beginning of period                                   $            837    $            619    $            619

   Loans charged off                                                         40                   3                  56
   Recoveries                                                                 7                   5                  17
                                                               ------------------  ------------------  ------------------
      Net losses (recoveries)                                                33                  (2)                 39
                                                               ------------------  ------------------  ------------------

   Provision for loan losses                                                105                  30                 257
                                                               ------------------  ------------------  ------------------

Balance, end of period                                         $            909    $            651    $            837
                                                               ==================  ==================  ==================


</TABLE>





              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company's  total  recorded  investment  in impaired  loans at March 31, 2002
approximated  $149,000,  for which  the  related  allowance  for  credit  losses
determined  in  accordance  with  generally   accepted   accounting   principles
approximated $0. All impaired loans at March 31, 2002 were collateral dependent,
and accordingly, the fair value of the loan's collateral was used to measure the
impairment of each loan.

Note 5.   Commitments and Contingencies
The Company's subsidiary bank is, through the ordinary course of business, party
to  financial   instruments  with   off-balance   sheet  risk.  These  financial
instruments  include standby letters of credit and commitments to extend credit.
The unused  portions of existing  lines of credit at March 31, 2002 and December
31, 2001,  and the contract  amount of  commitments  to lend are as follows,  in
thousands of dollars:

                                              March 31,       Dec. 31,
                                                 2002           2001
                                             -------------  -------------
Commitments to extend credit                  $15,613         $15,372
                                             =============  =============

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 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
Diluted  earnings 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.  For
purposes  of  computing  basic  earnings  per  share,  weighted  average  shares
outstanding  were 981,780 and 971,265 for the quarters  ended March 30, 2002 and
2001,  and the dilutive  effect of stock options  approximated  3,483 shares and
5,009 shares for the quarters ended March 30, 2002 and 2001.


































                                     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 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 2001
consolidated  financial  statements  and notes  included in its Annual Report to
Shareholders and Form 10-K.

The Private  Securities  Litigation Act of 1995 indicates that the disclosure of
forward-looking  information  is desirable  for investors  and  encourages  such
disclosure  by  providing  a  safe  harbor  for  forward-looking  statements  by
corporate   management.   This   Quarterly   Report   on  Form   10-Q   contains
forward-looking statements that involve risk and uncertainty. In order to comply
with the terms of the safe  harbor,  the  corporation  notes  that a variety  of
factors  could  cause the  Company's  actual  results and  experience  to differ
materially from the anticipated results or other expectations expressed in those
forward-looking statements.

EARNINGS SUMMARY
The Company reported net income of $225,000 for the three months ended March 31,
2002 compared to $258,000 for the quarter ended March 31, 2001,  representing  a
12.8% decrease.  An increase in net interest income was mitigated by an increase
in the  provision  for loan  losses and higher  operating  costs  following  the
opening of a de novo branch in  Covington,  Virginia on February 4, 2002.  Basic
earnings  per  common  share was  $0.23 for the  quarter  ended  March 31,  2002
compared to the $0.27 reported for the first quarter of 2001. 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, 2002 and 2001:
<TABLE>
<CAPTION>
<S>                                                             <C>          <C>        <C>


                                                        -----------------------------------------
                                                                                      Increase
                                                            2002          2001       (Decrease)
                                                        ------------- ------------- -------------

Interest income                                           $     2.19    $     2.36    $   (0.17)
Interest expense                                                0.78          1.14        (0.36)
                                                        ------------- ------------- -------------
   Net interest income                                          1.41          1.22         0.19
Provision for loan losses                                       0.11          0.03         0.08
                                                        ------------- ------------- -------------
   Net interest income after
      provision for loan losses                                 1.30          1.19         0.11
                                                        ------------- ------------- -------------
Non-interest income                                             0.20          0.12         0.08
Non-interest expense                                            1.16          0.92         0.24
                                                        ------------- ------------- -------------
   Income before income taxes                                   0.34          0.39        (0.05)
Income tax expense                                              0.11          0.12        (0.01)
                                                        ------------- ------------- -------------
   Net income                                            $      0.23     $    0.27    $   (0.04)
                                                        ============= ============= =============

</TABLE>

The Company's annualized return on average assets (ROA) for the first quarter of
2002 was  0.67%  compared  to 0.88% for the first  quarter  of 2001.  Annualized
return on average  shareholders'  equity (ROE) was 7.6% for the first quarter of
2002 compared to 9.1% in the first quarter of 2001.

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, 2002 and 2001, the tax-equivalent adjustment was
$23,000 and $20,000, respectively.

Net interest income on a fully  tax-equivalent  basis totaled $1,407,000 for the
three-month  period  ended March 31, 2002  compared to  $1,204,000  for the same
period of 2001, representing an increase of $203,000 or 16.9%. As shown in Table
II, the net  increase is  predominantly  a result of the growth in volume of the
Company's interest-earning assets relative to the growth in its interest-bearing
liabilities.   A  larger   portion   of  the   asset   funding   has  come  from
noninterest-bearing  deposits,  which has  benefited  the Company's net interest
income and  ultimately,  the net yield on its  interest-earning  assets which
increased from 4.33% in 2001 to 4.41% in 2002.

Interest rates have  stabilized  during the first quarter  following a period of
consecutive  cuts in 2001.  Positive  economic  news has  prompted  the  Federal
Reserve to take a "neutral  stance"  with regards to its current  interest  rate
policy,  which may indicate that interest rates have bottomed out.  Although the
declining  rate  environment  in 2001 has  impacted the  Company's  yield on its
interest-earning  assets (6.81% in 2002 versus  8.32%) and its interest  bearing
liabilities  (2.88% in 2002 versus  4.75% in 2001),  the net impact of the lower
interest  rate  environment  has been  minimal with an  incremental  cost to net
interest income of $31,000 or 2.2% of net interest income.

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 $105,000 and $30,000 for the first quarter of 2002
and 2001, respectively.  Loan growth and the anticipated impact on asset quality
due to a slower economy have dictated an increase in the provision.  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, 2002,
noninterest income totaled $190,000, which is an improvement of $75,000 or 65.2%
from the $115,000 that was recorded during the first quarter of 2001.  Stated as
a percentage of average assets,  noninterest income was approximately  0.56% for
2002 and 0.39% 2001.

Service fees increased  $26,000 or 32.1% in 2002 due to the  implementation of a
new service fee schedule in the second quarter of 2001.  Management expected the
increase to be greater, however, in light of the current economic conditions and
given time to adjust to the new fee schedule, customers have changed or adjusted
their  transaction  activity in order to minimize service charges.  As a result,
this line item is expected to be similar to the results achieved in 2001 for the
remaining balance of the year.

Secondary  loan market fees  increased  $53,000 or 530.0% in 2002. The favorable
interest rate  environment,  the opening of a new office in Covington,  Virginia
and the dedication of Company resources, consisting principally of two full-time
staff  responsible  for  handling  the deal  flow,  has  aided in the  increase.
Although an increase in mortgage  rates,  which has begun to occur,  will likely
curb a portion of the demand for refinances, management anticipates that the fee
income from this product will be favorable over the remaining year when compared
2001.

NONINTEREST EXPENSE
Noninterest  expense comprises overhead costs, which are not related to interest
expense,  income taxes or the provision  for loan losses.  As of March 31, 2002,
the Company's  noninterest expense totaled $1,140,000,  representing an increase
of $250,000,  or 28.1% from the $890,000  reported in the first quarter of 2001.
The majority of the increase in operating  costs is  attributable to the opening
of the new branch in Covington. Direct expenses, such as salaries, occupancy and
equipment costs,  associated with the location were  approximately  $109,000 for
the first quarter.  This figure,  which is less than expected,  includes several
nonrecurring  or  front-loaded  items  incurred in  connection  with opening the
office and generating  initial market share,  therefore,  this amount may not be
indicative  of the ongoing  expense of the office.  Following is a discussion of
the significant expense line items.

Salaries and employee  benefits,  the  Company's  largest  noninterest  expense,
increased  $129,000 when compared 2001. Over the past fiscal year, the Company's
full-time  staff has grown by nine  employees,  which  includes six  incremental
employees hired to staff the Covington branch and the hiring of three additional
staff to handle the  transaction  flow  following the dramatic  internal  growth
experienced  by the  Company.  The  increase in staff  coupled  with the related
employee  benefits has  accounted  for the majority of the increase in this line
item.

Net occupancy,  equipment rental, depreciation and maintenance increased $50,000
in 2002.  An increase in  depreciation  accounted for  approximately  $25,000 or
50.0% of the increase,  wherein the addition of the Covington branch and various
capital  outlays  in the  second  half of the 2001  contributed  greatly  to the
increase.  The remaining  increase came from  nonrecurring  noncapital  expenses
incurred in the startup phase of the  Covington  location and an increase in the
Company's  maintenance fees due to the addition of Covington's  equipment to the
fee schedules.
================================================================================
<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, 2002                 March 31, 2001
                                                           Average     Interest Yield/      Average     Interest Yield/
                                                           Balance       (1)     Rate       Balance       (1)     Rate
                                                        -------------------------------- --------------------------------
INTEREST-EARNING ASSETS

    Loans, net of unearned income                       $    105,340     $ 1,936  7.35%   $    89,562    $  1,987  8.87%
    Securities:
        Taxable                                               13,868         150  4.33%        16,112         237  5.88%
        Tax-exempt  (1)                                        3,712          67  7.18%         3,266          59  7.23%
                                                        -------------------------------- --------------------------------
              Total securities                                17,580         217  4.93%        19,378         296  6.11%
                                                        -------------------------------- --------------------------------
   Federal funds sold and interest-bearing deposits            4,557          19  1.67%         2,353          32  5.44%
                                                        -------------------------------- --------------------------------
              Total interest-earning assets                  127,477       2,172  6.81%       111,293       2,315  8.32%
                                                        -------------------------------- --------------------------------
NONINTEREST-EARNING ASSETS
    Cash and due from banks                                    3,023                            2,707
    Bank premises and equipment                                2,675                            1,513
    Other assets                                               2,698                            2,587
    Allowance for loan losses                                  (874)                            (635)
                                                        -------------                    -------------
             Total assets                               $   134,999                        $ 117,465
                                                        =============                    =============

INTEREST-BEARING LIABILITIES

    Demand deposits                                     $     16,213          27  0.67%        12,853          68  2.12%
    Savings deposits                                          51,567         336  2.61%        37,217         413  4.44%
    Certificates of deposit                                   34,301         379  4.42%        36,971         546  5.91%

                                                         ------------ ------------------   ----------- ------------------
            Total interest-bearing deposits                  102,081         742  2.91%        87,041       1,027  4.72%
                                                        -------------------------------- --------------------------------
    Short-term borrowings                                      3,780          17  1.80%         6,030          77  5.11%
    Long-term borrowings                                         439           6  5.47%           456           7  6.14%
                                                         ------------ ------------------   ----------- ------------------

            Total other interest-bearing                       4,219          23  2.18%         6,486          84  5.18%
liabilities
                                                        -------------------------------- --------------------------------
            Total interest-bearing liabilities               106,300         765  2.88%        93,527       1,111  4.75%
                                                        -------------------------------- --------------------------------
NONINTEREST-BEARING LIABILITIES
    AND SHAREHOLDERS' EQUITY
    Demand deposits                                           15,432                           11,579
    Other liabilities                                          1,377                              978
    Shareholders' equity                                      11,890                           11,381
                                                        -------------                    -------------
           Total liabilities and shareholders'          $    134,999                      $   117,465
                     equity                             =============                    =============


NET INTEREST EARNINGS                                                     $1,407                          $1,204
                                                                     ============                     ============

NET YIELD ON INTEREST-EARNING ASSETS                                              4.41%                            4.33%
                                                                                ========                         ========


(1) - Calculated on a fully tax-equivalent basis using the rate of 34% for 2002
and 2001.
(2) - For purposes of this table, nonaccruing loans are included in average loan
balances and loan fees are included in interest income.
</TABLE>

================================================================================



<PAGE>


                                              17

================================================================================
<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,  2002 vs.  March  31, 2001
                                                                          Increase (Decrease)
                                                                          Due   to    Changes
                                                                                 in:
                                                               --------------- -------------- ---------------
                                                                  Volume (1)      Rate (1)         Total
                                                               --------------- -------------- ---------------
INTEREST EARNING ASSETS
    Loans                                                       $        320    $      (371)            (51)
    Securities:
        Taxable                                                          (30)           (57)            (87)
        Tax-exempt (2)                                                     8              -               8
                                                               --------------- -------------- ---------------
              Total securities                                           (22)           (57)            (79)
                                                               --------------- -------------- ---------------
    Federal funds sold and interest-bearing deposits                      18            (31)            (13)
Total interest earning assets                                            316           (459)           (143)
                                                               --------------- -------------- ---------------

INTEREST BEARING LIABILITIES
    Demand deposits                                                       14            (55)            (41)
    Savings deposits                                                     127           (204)            (77)
    Time Deposits                                                        (37)          (130)           (167)
    Short-term borrowings                                                (22)           (38)            (60)
    Long-term borrowings                                                   -             (1)             (1)
                                                               --------------- -------------- ---------------
            Total interest bearing liabilities                            82           (428)           (346)
                                                               --------------- -------------- ---------------


NET INTEREST EARNINGS                                          $         234    $       (31)  $         203
                                                               =============== ============== ===============

(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>


================================================================================

INCOME TAXES
The Company's  income tax expense,  which includes both federal and state income
taxes, totaled $104,000 for the three-month period ended March 31, 2002 compared
to $121,000 for same period of 2001. The effective tax rate  approximated  31.6%
and 31.9% for the three months ended March 31, 2002 and 2001, respectively.

CHANGES IN FINANCIAL CONDITION
The  Company's  total assets were  $137,338,000  at March 31, 2002,  compared to
$131,319,000  at December 31, 2001,  representing  an increase of  $6,019,000 or
4.6%.  Average  total  assets  were  $134,999,000  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  increased  marginally from its year-end
balance.  The carrying amount of the portfolio was $18,483,000 at March 31, 2002
compared to $18,327,000  at December 31, 2001.  This  represents  13.4% of total
assets at March 31, 2002  compared to 14.0% at December 31,  2001.  The ratio of
securities  designated  as Available  for Sale  ("AFS")  versus Held to Maturity
("HTM") continues to shift towards AFS. With this  designation,  the Company can
more  adequately  meet its  liquidity  demands,  should the need  arise.  Future
designations  of HTM will likely be limited to the  purchase of small  blocks of
municipal securities. A more detailed discussion of the securities portfolio may
be found in Note 3 of the condensed  consolidated  financial statements found in
Item I.

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. On average, its
position  in  the  overnight   market  in  2002  has  been   $4,557,000  and  is
approximately  $1,985,000  less than the quarter end balance of $6,542,000.  The
balance  at March 31,  2002 was up due to 1)  deposit  growth  in the  Covington
market discussed below and 2) various customers having funds on deposit in order
to meet various obligations,  such as tax payments, which is consistent with the
trend experienced in the prior year.

Loan Portfolio and Asset Quality
Gross loans  increased  $2,164,000  or 2.1% from  December 31, 2001. On average,
gross  loans  totaled  $105,340,000  during the first  quarter,  an  increase of
$15,778,000 or 17.6% from the same period in 2001.  Although economic  expansion
has been a slow but steady pace in the Company's primary market area (Greenbrier
County),  the Company has  experienced a migration of loan  customers from local
competitors  as a  result  of  cultural  differences  and  personal  preferences
following  consolidations  of two  competitors.  The  Company's  new location in
Covington,  Virginia was responsible for approximately  $807,000 or 37.3% of the
growth, which exceeded management's  expectations for the quarter. When combined
with the  existing  portfolio  of loans  from the  Covington  market  that  were
originated  and serviced from the Company's  main location in  Ronceverte,  West
Virginia  and  which  will now be  serviced  from the  Covington  location,  the
Covington  branch has made  significant  progress in meeting an important  first
benchmark - breaking even.  Management  estimates that it will take two to three
years to reach this goal.

The  allowance  for loan  losses was  $909,000  at March 31,  2002  compared  to
$837,000 at December 31, 2001. Expressed as a percentage of loans, the allowance
for loan losses was 0.86% and 0.81% at March 31,  2002 and  December  31,  2001,
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 that encompasses  evaluating problem credits and their potential loss,
if any. In addition,  management considers historical loan loss experience,  new
loan volume,  portfolio composition,  levels of nonperforming and past due loans
and current and  anticipated  economic  conditions in evaluating 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 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,  2002 and 2001,  and for the year  ended
December 31, 2001. A summary of the Company's  past due loans and  nonperforming
assets is provided in the following table:
<TABLE>
<CAPTION>

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

                                                            March 31,      March 31,        Dec. 31,
                                                               2002           2001            2001
                                                         --------------- -------------- ---------------
Loans past due 90 or more days still accruing             $           -  $           -   $           -
                                                         =============== ============== ===============
Nonperforming assets:
   Nonaccrual loans                                       $         208  $         246   $         294
   Other real estate owned                                          796          1,006             796
                                                         --------------- -------------- ---------------
                                                         --------------- -------------- ---------------
      Total nonperforming assets                          $       1,004  $       1,252   $       1,090
                                                         =============== ============== ===============
      Nonperforming assets as a % of total assets                  0.7%           0.9%            0.8%
                                                         =============== ============== ===============
</TABLE>

Total nonperforming assets at March 31, 2002 decreased $86,000 from its December
31, 2001 balance.  At March 31, 2002,  nonaccrual  loans consisted mainly of two
credits,  one of which was restored to accrual status  subsequent to the quarter
end ($59,000). The second credit is a commercial loan ($149,000), which has been
deemed impaired. No loss is anticipated on the credit as the collateral value is
in excess of the  carrying  amount.  Included  in other real  estate  owned is a
parcel of commercial property with a carrying amount of $796,000 as of March 31,
2002. The property is currently vacant and the Company is actively  pursuing the
sale of the property.

Deposits and Other Funding Sources
Total deposits at March 31, 2002 increased  $5,599,000 or 4.9% from December 31,
2001.  On average,  deposits  totaled  $117,513,000  during the  quarter,  which
compares to  $114,620,000  on hand as of December 31, 2001. The following  table
summarizes  the  quarter-end  and  average  deposit  mix for March  31,  2002 as
compared to December 31, 2001:
<TABLE>
<CAPTION>
<S>                                             <C>        <C>            <C>       <C>



                                                        Avg. YTD         % Inc./Dec.
                                                         Balance      Since Dec. 31, 2001:
                                         March 31,      March 31,     Mar. 31,   Avg. YTD
                                            2002            2002         2002      Balance
                                       -------------- ---------------------------------------
Demand deposits                         $     32,358   $   31,645        3.3%       1.1%
Savings                                       53,522       51,567        8.5%       4.5%
Certificates of deposit                       34,339       34,301        1.1%       1.0%
                                       -------------- ---------------
   Total deposits                       $    120,219   $  117,513        4.9%       2.5%
                                       ============== ===============
</TABLE>

The  opening  of the  Covington  branch  has  had a  significant  impact  on the
Company's deposit growth.  This location was responsible for $3,254,000 or 58.1%
of the total growth experienced in the first quarter and has exceed management's
expectations for the quarter.  The deposit mix at the new location is similar to
the consolidated mix shown in the above table. Deposit growth from the Company's
previous  locations  has slowed  following  a rapid  increase  over an  18-month
period.  Competition  for deposits  remains  acute in  Greenbrier  County,  West
Virginia where the majority of the growth was previously  experienced.  Overall,
Management remains confident that further  penetration into the Covington market
will augment any slow down in deposit growth in the Company's other markets.

Over the past year and  coinciding  with the fall in interest  rates,  there has
been a distinct trend for depositor  preference in short-term,  liquid deposits,
which yield a competitive  return. This preference has led to significant growth
in the  Company's  savings  balance  relative  to  other  deposit  products.  As
illustrated  above,  savings  deposits have grown 8.5% since  December 31, 2001.
This  trend is likely to  continue  should  interest  rates  remain at their low
levels and should equity markets continue to be highly volatile.

The Company's  involvement in short-term borrowings during the quarter consisted
entirely of repurchase  agreements  entered into with various  customers and did
not materially differ from the December 31, 2001 balance.

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  $9,029,000 at March 31, 2002 versus
$5,722,000  at December 31, 2001.  For the quarter,  the average  balance of its
liquid assets totaled $7,580,000.

The Company's  liquidity is further  enhanced by the availability of $4,874,000,
at amortized cost, in debt  securities  maturing within one year as of March 31,
2002.  Also,  the Company has  classified  additional  debt  securities  with an
estimated fair value at March 31, 2002 totaling $8,963,000 as available for sale
in response to an unforeseen need for liquidity.  Additionally,  the Company has
approximately   $48,400,000   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.

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,  2002 was  $11,884,000  compared  to
$11,822,000  at December  31,  2001,  representing  an  increase  of $62,000.  A
reconciliation  of  the  increase  is  reported  in the  condensed  consolidated
statements  of   shareholders'   equity   included  in  Item  I.  Average  total
shareholders'  equity  expressed  as a  percentage  of average  total assets was
approximately 8.8% at March 31, 2002 compared to 9.0% at December 31, 2001. Cash
dividends totaling  $128,000,  or $0.13 per share were declared during the first
quarter of 2002,  which is the same  dividend rate declared in the first quarter
of 2001. These payout levels  represented  approximately  56.9% and 48.8% of the
Company's year-to-date earnings for the three-month periods ended March 31, 2002
and 2001, respectively.

The  Company  has  experienced  rapid  growth  over  the  past  two  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 curtail the  dividend  growth  rate in order to preserve  capital for
future  internal  asset growth and to build a capital  position that would allow
the Company to react in a timely manner to external growth  opportunities should
they  present  themselves.  Therefore,  dividends  are likely to mirror  2001's.

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 2002.

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,  2002,  that the
subsidiary bank meets all capital adequacy  requirements to which it is subject,
as evidenced by the following table: RISK-BASED CAPITAL RATIOS
<TABLE>
<CAPTION>
<S>                                                                               <C>            <C>


                                 March 31, 2002
                                                                                                 Minimum
                                                                                 Actual        Requirement
          Tier 1 risk-based capital ratio                                        11.21%           4.00%
          Total risk-based capital ratio                                         12.13%           8.00%
          Leverage ratio                                                          8.23%           3.00%

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.
 </TABLE>

                                     ITEM 3.
                          QUANTITATIVE AND QUALITATTIVE
                          DISCLOSURES ABOUT MARKET RISK

The following table represents the results of the Company's interest sensitivity
simulation  analysis as of March 31, 2002 and December 31, 2001. 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 net interest income reflects the level of
sensitivity that net interest income has in relation to changing interest.
<TABLE>
<CAPTION>
<S>                                                               <C>            <C>


                                                              Annualized Hypothetical %
                                                            Change in Net Interest Income
                                                               March 31,        Dec. 31,
                 Interest rate scenario                          2002             2001
                                                           ------------------ --------------
                 Up 300 basis points                             -11.7            -12.9
                 Up 100 basis points                             -4.5             -4.8
                 Down 100 basis points                            5.6              4.8
                 Down 300 basis points                           10.8              9.8

As reported  above,  a sharp increase or decrease in interest rates would have a
significant  impact on the Company's  earnings.  Modest  changes in the interest
rate environment would not have as dramatic an impact.

</TABLE>


<PAGE>


                           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.


<PAGE>


              Exhibit 11, Computation of Per Share Earnings
          b). The Company did not file any Form 8-K, Current Reports during the
              quarter ended March 31, 2002.






































                                   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.




<TABLE>
<CAPTION>



                      FIRST NATIONAL BANKSHARES CORPORATION

<S>                                                      <C>

                                        By
                                        /s/ L. Thomas Bulla_____________________
                                        L. Thomas Bulla
                                        President and Chief Executive Officer



                                         By
                                        /s/ Charles A. Henthorn___________
                                         Charles A. Henthorn
                                         Secretary/Treasurer, First National
                                         Bankshares Corporation
                                         Chief Operating Officer, First National Bank



                                         By
                                        /s/ Matthew L. Burns________________
                                         Matthew L. Burns
                                         Chief Financial Officer, First National Bank



</TABLE>




Date: 5/14/02







<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.