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, 1997
                                         --------------------------------

                                       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, address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

The number of shares  outstanding of the issuer's  classes of common stock as of
March 31, 1997:

                  Common Stock, $5 par value -- 192,500 shares


                          THIS REPORT CONTAINS 25 PAGES


<PAGE>





                      FIRST NATIONAL BANKSHARES CORPORATION

                                    FORM 10-Q
                  For the Quarterly Period Ended March 31, 1997

                                      INDEX




PART I.       FINANCIAL INFORMATION                                         PAGE

     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets -
                   March 31, 1997 and December 31, 1996 ...................    3

              Condensed Consolidated Statements of Income -
                   Three Months Ended March 31, 1997 and 1996 .............    4

              Condensed Consolidated Statements of Shareholders' Equity -
                   Three Months Ended March 31, 1997 and 1996 .............    5

              Condensed Consolidated Statements of Cash Flows -
                   Three Months Ended March 31, 1997 and 1996 .............  6-7

              Notes to Condensed Consolidated Financial Statements ........ 8-11


     Item 2.  Management's Discussion and Analysis of Financial Condition
                 and Results of Operations ..............................12 - 20



PART II      OTHER INFORMATION

     Item 1. Legal Proceedings ............................................   21

     Item 2. Changes in Securities ......................................   none

     Item 3.Defaults upon Senior Securities ............................... none

     Item 4. Submission of Matters to a Vote of Security Holders ..........   21

     Item 5. Other Information ............................................   21

     Item 6.  Exhibits and Reports on Form 8-K ............................   21



          SIGNATURES ......................................................   22


                                                           2

<PAGE>



PART I.  FINANCIAL INFORMATION

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


                                                            March 31,    Dec 31,
                                                              1997         1996
ASSETS                                                    (Unaudited)      (1)

Cash and due from banks .................................   $  2,718    $  2,576
Federal funds sold ......................................      3,624       2,663
Securities held to maturity (estimated fair value
     $17,326 and $18,850, respectively) (Note 2) ........     17,352      18,836
Securities available for sale (Note 2) ..................      3,062       3,782
Loans, net of allowance of $644 and
      $654, respectively (Notes 3 and 4) ................     59,547      52,800
Bank premises and equipment .............................      2,069       1,965
Accrued interest receivable .............................        555         659
Other assets ............................................        431         387
                                                            --------    --------

              Total assets ..............................   $ 89,358    $ 83,668
                                                            ========    ========



LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
     Deposits:
          Noninterest bearing ...........................   $  9,931    $ 10,211
          Interest bearing ..............................     64,057      63,105
                                                            --------    --------
              Total deposits ............................     73,988      73,316
     Repurchase Agreements ..............................        591         493
     Long-term borrowings (Note 7) ......................      5,000           0
     Other liabilities ..................................        865       1,018
                                                            --------    --------

              Total liabilities .........................     80,444      74,827
                                                            --------    --------

Commitments and Contingencies (Note 5)

Shareholders' equity
     Common stock, $5.00 par value, authorized
          500,000 shares, issued 192,500 shares .........        963         963
     Surplus ............................................      1,000       1,000
     Retained earnings ..................................      6,965       6,878
     Net Unrealized gain (loss) on securities ...........        (14)          0
                                                            --------    --------
              Total shareholders' equity ................      8,914       8,841
                                                            --------    --------

              Total liabilities and shareholders' equity    $ 89,358    $ 83,668
                                                            ========    ========





(1) Extracted from December 31, 1996 audited financial statements.


            See Notes to Condensed Consolidated Financial Statements

                                                           3

<PAGE>




              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                                                   Unaudited
(In thousands of dollars, except per share data)              Three Months Ended
                                                                    March 31,
                                                                 1997       1996
                                                           ----------   --------
Interest Income
     Interest and fees on loans ..........................     $1,301     $1,115
     Interest and dividends on securities:
          Taxable ........................................        244        266
          Tax-exempt .....................................         50         54
     Interest on Federal funds sold ......................         12         42
                                                               ------     ------
          Total interest income ..........................      1,607      1,477
                                                               ------     ------

Interest Expense
     Interest on deposits ................................        625        571
     Interest on Repurchase Agreements ...................          6          0
     Interest on Fed Funds Purchased .....................          4          0
     Interest on Long-Term Borrowings ....................          6          0
                                                               ------     ------
          Total Interest Expense .........................        641        571
                                                               ------     ------

          Net interest income ............................        966        906

Provision for loan losses ................................          0          0
                                                               ------     ------

          Net interest income after
          provision for loan losses ......................        966        906
                                                               ------     ------

Non interest income
     Service fees ........................................         71         53
     Trust Income ........................................          7         21
     Other income ........................................         22         20
                                                               ------     ------
          Total non interest income ......................        100         94
                                                               ------     ------

Non interest expense
     Salaries and employee benefits ......................        426        374
     Net occupancy expense ...............................         63         47
     Equipment rental, depreciation and maintenance ......         67         48
     Data processing .....................................         43         45
     Advertising .........................................         11         11
     Professional & legal ................................         28         29
     Mailing & postage ...................................         18         22
     Directors' fees & shareholder expenses ..............         32         29
     Stationary & supplies ...............................         29         20
     Other operating expenses ............................         99        104
                                                               ------     ------
        Total non interest expense .......................        816        729
                                                               ------     ------

Income before income taxes ...............................        250        271
                                                               ------     ------
     Income tax expense ..................................         86         82
                                                               ------     ------

          Net income .....................................     $  164     $  189
                                                               ======     ======

Earnings per common share (Note 6) .......................     $ 0.85     $ 0.99
                                                               ======     ======
Dividends per common share ...............................     $ 0.40     $ 0.33
                                                               ======     ======

            See Notes to Condensed Consolidated Financial Statements

                                                           4

<PAGE>




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



                                                                 Unaudited
                                                             Three Months Ended
                                                                 March 31,
                                                            1997            1996

Balance, beginning of period .....................       $ 8,841        $ 8,416

     Net income ..................................           164            189

     Cash dividends declared .....................           (77)           (63)

     Change in net unrealized (loss) on
          securities available for sale ..........           (14)           (32)
                                                         -------        -------

Balance, end of period ...........................       $ 8,914        $ 8,510
                                                         =======        =======






























            See Notes to Condensed Consolidated Financial Statements

                                        5

<PAGE>



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


                                                                   Unaudited
                                                             Three Months Ended
                                                                     March 31,
                                                                   1997    1996
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income .............................................   $   164  $   189
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
          Depreciation ......................................        56       38
          Provision for loan losses .........................         0        0
          Deferred income taxes (benefit) ...................         8       20
          Amortization of security premiums (accretion) of
              security discounts, net ........................      (19)       3
          (Gain) loss on disposal of assets .................         2        0
          (Increase) Decrease accrued interest receivable ...       104      160
          (Increase) Decrease in other assets ...............       (44)   (176)
          Increase (Decrease) in other liabilities ..........      (208)      69
                                                                -------  -------

          Net cash provided by operating activities .........        63      303
                                                                -------  -------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of securities held
          to maturity .......................................     1,500    1,272
     Proceeds from maturities and calls of securities
          available for sale ................................     1,000    1,500
     Purchases of securities available for sale .............      (302)    (10)
     Principal collected on (loans made to) customers, net ..    (6,747)     182
     Purchases of bank premises and equipment ...............      (104)   (172)
                                                                -------  -------

          Net cash provided by (used in) investing activities    (4,653)   2,772
                                                                -------   ------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in demand deposits, NOW
          and savings accounts ..............................      (159)   1,327
     Proceeds from sales of (payments for matured)
          time deposits, net ................................       831      300
     Increase (decrease) in Fed funds purchased .............         0        0
     Increase (decrease) in Repurchase agreements ...........        98        0
     Proceeds from long-term borrowings .....................     5,000        0
     Dividends paid .........................................       (77)    (58)
                                                                -------   ------

          Net cash provided by (used in) financing activities     5,693    1,569
                                                                -------   ------

          Increase (decrease) in cash and cash equivalents ..     1,103    4,644

Cash and cash equivalents:
     Beginning ..............................................   $ 5,239  $ 3,614
                                                                -------  -------

     Ending .................................................   $ 6,342  $ 8,258
                                                                -------  =======

                                   (Continued)

                                        6

<PAGE>




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

                                                                     Unaudited
                                                              Three Months Ended
                                                                     March 31,
                                                                     1997   1996
                                                                   ------ ------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash payments for:
          Interest paid to depositors ............................. $699   $523
                                                                    ====   ====

          Income taxes ............................................ $ 61   $131
                                                                    ====   ====



SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

     Dividends declared and unpaid ................................ $ 77   $ 63
                                                                    ====   ====




































            See Notes to Condensed Consolidated Financial Statements

                                        7

<PAGE>




              FIRST NATIONAL BANKSHARES CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.       Basis of Presentation
              The accounting and reporting policies of First National Bankshares
              Corporation and Subsidiary  (the  "Company")  conform to generally
              accepted accounting  principles and to general policies within the
              financial   services   industry.   The  preparation  of  financial
              statements  in  conformity  with  generally  accepted   accounting
              principles  requires  management to make estimates and assumptions
              that affect the  reported  amounts of assets and  liabilities  and
              disclosure of contingent assets and liabilities at the date of the
              financial  statements  and the  reported  amounts of revenues  and
              expenses during the reporting period.  Actual results could differ
              from those estimates.

              The condensed consolidated  statements include the accounts of the
              Company and its wholly-owned subsidiary,  First National Bank. All
              significant  intercompany  balances  and  transactions  have  been
              eliminated.   The   information   contained   in   the   condensed
              consolidated   financial  statements  is  unaudited  except  where
              indicated.  In the opinion of management,  all  adjustments  for a
              fair  presentation of the results of the interim periods have been
              made. All such adjustments were of a normal, recurring nature. The
              results of  operations  for the three  months ended March 31, 1997
              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 1996 audited financial statements and Form 10-K.

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


Note 2.       Securities
              The  amortized  cost,  unrealized  gains,  unrealized  losses  and
              estimated fair values of securities at March 31, 1997 and December
              31, 1996 are summarized as follows (in thousands):


                                                  March 31, 1997
                                                                    Estimated
                                  Amortized       Unrealized        Fair
                                       Cost     Gains    Losses     Value
Held to maturity:
Taxable:
  U.S. Treasury Securities ......   $ 3,001   $     1   $     2   $ 3,000
  U.S. Government Agencies
      and corporations ..........     9,722         4        34     9,692
  Corporate Debt Securities .....       500         0         9       491
                                    -------   -------   -------   -------
      Total Taxable .............    13,223         5        45    13,183

Tax Exempt:
  State & political subdivisions      4,129        35        21     4,143
                                    -------   -------   -------   -------

Total securities held to maturity   $17,352   $    40   $    66   $17,326
                                    =======   =======   =======   =======

                                                           8

<PAGE>




              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                                 March 31, 1997
                                                                 Estimated
                                 Amortized        Unrealized      Fair
                                      Cost      Gains   Losses    Value
Available for Sale:
Taxable:
  U.S. Treasury Securities ........   $  982   $    0   $    4   $  978
  U.S. Government Agencies
      and corporations ............    1,500        0       19    1,481
  Federal Reserve Bank Stock ......       57        0        0       57
  Federal Home Loan Bank Stock ....      544        0        0      544
                                      ------   ------   ------   ------
      Total Taxable ...............    3,083        0       23    3,060

Tax Exempt:
  Federal Reserve Bank Stock ......        2        0        0        2
                                      ------   ------   ------   ------

  Total securities held to maturity   $3,085   $    0   $   23   $3,062
                                      ======   ======   ======   ======



                                                December 31, 1996
                                                                    Estimated
                                    Amortized       Unrealized        Fair
                                         Cost     Gains    Losses     Value
Held to maturity:
Taxable:
  U.S. Treasury Securities ........   $ 3,003   $     2   $     0   $ 3,005
  U.S. Government Agencies
      and corporations ............    11,203        20        31    11,192
  Corporate Debt Securities .......       500         0         7       493
                                      -------   -------   -------   -------
      Total Taxable ...............    14,706        22        38    14,690

Tax Exempt:
  State & political subdivisions ..     4,130        44        14     4,160
                                      -------   -------   -------   -------

  Total securities held to maturity   $18,836   $    66   $    52   $18,850
                                      =======   =======   =======   =======


                                              December 31, 1996
                                                                 Estimated
                                      Amortized    Unrealized      Fair
                                      Cost      Gains   Losses    Value
Available for Sale:
Taxable:
  U.S. Treasury Securities ........   $  980   $    3   $    0   $  982
  U.S. Government Agencies
      and corporations ............    2,500        5        8    2,498
  Federal Home Loan Bank Stock ....      242        0        0      242
  Federal Reserve Bank Stock ......       57        0        0       57
                                      ------   ------   ------   ------
      Total Taxable ...............    3,779        8        8    3,779

Tax Exempt:
  Federal Reserve Bank Stock ......        2        0        0        2
                                      ------   ------   ------   ------

  Total securities held to maturity   $3,781   $    8   $    8   $3,781
                                      ======   ======   ======   ======




                                                           9

<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The  maturities,  amortized  cost and  estimated  fair  values of the  Company's
securities at March 31, 1997 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 .............   $10,077   $10,075      $     0   $     0
Due after 1 but within 5 years      4,236     4,200        2,483     2,460
Due after 5 but within 10 years     3,039     3,050            0         0
Due after 10 years ............         0         0          602       602
                                  -------   -------      -------   -------

                                  $17,352   $17,326      $ 3,085   $ 3,062
                                  =======   =======      =======   =======

     Federal  Reserve  Bank  stock and  Federal  Home Loan Bank stock are equity
     securities  which are  included  in  securities  available  for sale in the
     accompanying condensed  consolidated financial statements.  Such securities
     are  carried at cost,  since  they may only be sold back to the  respective
     Federal Reserve or Federal Home Loan Bank at par value.


     The proceeds  from sales and calls and  maturities of  securities,  and the
     related  gross gains and losses  realized for the three month periods ended
     March 31, 1997 and 1996 are as follows (in thousands):

                                      PROCEEDS FROM     GROSS REALIZED
                                   ------------------  ----------------
                                  Calls and
                                    Sales   Maturities  Gains    Losses
Three months ended March 31, 1997
     Securities held to maturity .   $    0   $1,500   $    0   $    0
     Securities available for sale        0    1,000        0        0
                                     ------   ------   ------   ------
                                     $    0   $2,500   $    0   $    0
                                     ======   ======   ======   ======

Three months ended March 31, 1996:
     Securities held to maturity .   $    0   $1,272   $    0   $    0
     Securities available for sale        0    1,500        0        0
                                     ------   ------   ------   ------
                                     $    0   $2,772   $    0   $    0
                                     ======   ======   ======   ======


Note 3.       Loans
              Total  loans  as of  March  31,  1997 and  December  31,  1996 are
summarized as follows (in thousands):

                                         March 31,  December 31,
                                            1997         1996
                                        ---------   ---------
Commercial, financial and agricultural   $ 24,670    $ 19,578
Real estate - construction ...........      2,679       2,396
Real estate - mortgage ...............     25,236      24,031
Installment loans to individuals .....      6,197       6,254
Other ................................      1,468       1,300
                                         --------    --------
    Total loans ......................     60,250      53,559

Less unearned income .................        (59)       (105)
                                         --------    --------
    Total loans net of unearned income     60,191      53,454

Less allowance for loan losses .......       (644)       (654)
                                         --------    --------
        Loans, net ...................   $ 59,547    $ 52,800
                                         ========    ========



                                                           10

<PAGE>





              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 4.       Allowance for Loan Losses
              Analyses of the allowance for loan losses are presented  below (in
              thousands)  for the three month  periods  ended March 31, 1997 and
              1996:
                               Three Months Ended
                                   March 31,
                                1997       1996
                              -------   --------

Balance, beginning of period    $ 654    $ 643

    Loans charged off .......     (24)     (61)
    Recoveries ..............      14       24
                                -----    -----
        Net losses ..........     (10)     (37)
                                -----    -----

    Provision for loan losses       0        0
                                -----    -----

Balance, end of period ......   $ 644    $ 606
                                =====    =====

              The Company's total recorded investment in impaired loans at March
              31,   1997  and  1996,   approximated   $127,000   and   $160,000,
              respectively,   for  which  related   allowance  for  loan  losses
              determined  in  accordance  with  generally  accepted   accounting
              principles  approximated  $25,000 and $25,000,  respectively.  All
              impaired  loans  at  March  31,  1997  and  1996  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 contract  amounts of
              these instruments are as follows, in thousands of dollars:

                                                              March 31,
                                                         1997           1996
                                                     -----------   ------------

              Commitments to extend credit           $     9,541   $      5,892
                                                     ===========   ============

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


Note 6.       Earnings Per Share
              Earnings   per   common   share   are   computed   based   on  the
              weighted-average  shares outstanding.  For the three month periods
              ended March 31, 1997 and 1996, the weighted-average  common shares
              outstanding was 192,500.  Options under the Company's stock option
              plan are  considered  common  stock  equivalents  for  purposes of
              earnings per share data but are excluded from the  computation due
              to their insignificance.


Note 7.       Long-Term Borrowings
              The Company's subsidiary bank is a member of the Federal Home Loan
              Bank of Pittsburgh, Pennsylvania ("FHLB"). On March 24, 1997, the
              Bank entered into a long-term borrowing  arrangement with the FHLB
              of  Pittsburgh.  This  advance  is secured by stock in the FHLB of
              Pittsburgh,   qualifying  first  mortgage  loans,  mortgage-backed
              securities  and  certain  investment  securities.  The  advance is
              payable in one  balloon  payment on March 23,  2000.  Interest  is
              payable monthly at a fixed rate of 6.68% per annum.


                                                           11

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis focused on significant changes in the
financial  condition  and results of  operations  of First  National  Bankshares
Corporation (the "Company" or "Bankshares"),  and its subsidiary, First National
Bank for the periods  indicated.  This discussion and analysis should be read in
conjunction with the Company's 1996 consolidated  financial statements and notes
included  in its Annual  Report to Shareholders  and Form 10-K.  The  statements
contained in this discussion may include  forward-looking  statements based upon
management's expectations, and actual results may differ materially.

EARNINGS SUMMARY
The Company reported net income of $164,000 for the three months ended March 31,
1997 compared to $189,000 for the quarter ended March 31, 1996,  representing  a
13.2% decrease. The decrease in quarterly earnings was primarily attributable to
increases in  non-interest  expense.  See  NON-INTEREST  EXPENSE  section  which
follows for further discussion of these items.

Earning  per common  share  were  $0.85 for the  quarter  ended  March 31,  1997
compared to the $0.99 reported for the first quarter of 1996. An analysis of the
contribution  of each major component of the statement of income to earnings per
share is  presented in the  following  chart for the three month  periods  ended
March 31, 1997 and 1996.


                                      Three Months Ended
                                            March 31,
                                                         Increase
                                         1997    1996   (Decrease)

Interest income ..................   $   8.35  $ 7.67  $ 0.68
Interest expense .................       3.33    2.96    0.37
                                        -----   -----   -----
     Net interest income .........       5.02    4.71    0.31
Provision for loan losses ........       0.00    0.00    0.00
                                        -----   -----   -----
     Net interest income after
         provision for loan losses       5.02    4.71    0.31
                                        -----   -----   -----
Non-interest income ..............       0.52    0.49    0.03
Non-interest expense .............       4.24    3.79    0.45
                                        -----   -----   -----
     Income before income taxes ..       1.30    1.41   (0.11)
Income tax expense ...............       0.45    0.42    0.03
                                        -----   -----   -----
          Net income .............   $   0.85  $ 0.99  $(0.14)
                                        =====   =====   =====


The Company's annualized return on average assets (ROA) for the first quarter of
1997 was  0.79%  compared  to 0.99% for the first  quarter  of 1996.  Annualized
return on average  shareholders' equity (ROE) was 7.36% for the first quarter of
1997 compared to 8.87% in the first quarter of 1996. These decreases are due not
only to decreased  earnings,  but also to the increase in average assets in 1997
compared to 1996.


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, 1997
and 1996, the tax-equivalent adjustment was $25,000 and $29,000, respectively.

The  Company's  net  interest  income on a fully  tax-equivalent  basis  totaled
$991,000 for the three month  period  ended March 31, 1997  compared to $934,000
for the same period of 1996,  representing  an increase of $57,000 or 6.1%.  The
Company's net annualized yield on interest earning assets decreased to 5.03% for
the three months ended March 31, 1997, from 5.17% for the same period of 1996.


                                                           12

<PAGE>



The decrease in the yield on earning  assets is primarily due to the lower yield
on the Company's  loan  portfolio.  During late 1995 and early 1996, the Company
recognized loan fees on two commercial real estate  construction loans which did
not carry over into the first quarter of 1997. During the first quarter of 1997,
loans  yielded an average  of 9.18%  versus  9.67% in 1996.  The  Company's  tax
equivalent  yield on securities was 6.02% versus 1996's yield of 6.11%. The cost
of interest  bearing  liabilities  remained  consistent,  with 1997's and 1996's
annualized  costs being  approximately  3.99%. An  illustrative  analysis of the
Company's yields on interest earning assets and interest earning liabilities and
changes in its net interest income are presented on the following pages in TABLE
I and TABLE II.




                                                           13

<PAGE>

<TABLE>

                                                         TABLE I

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


                  Three Months Ended                 Three Months Ended
                     March 31, 1997                     March 31, 1996
 ------------------------------------------------------------------------------
<S>        <C>          <C>           <C>         <C>         <C>          <C> 
         Average                   Yield/      Average                   Yield/
         Balance    Interest(1)     Rate       Balance    Interest(1)     Rate

INTEREST EARNING ASSETS
Loans  $   56,709   $    1,301     9.18%      $ 46,137    $    1,115      9.67%
     Securities:
     Taxable  17,075       244     5.72         18,247           266      5.83
Tax-exempt     4,129        75     7.28          4,517            82      7.26
        ----------   ----------   --------    ----------   ----------   -------
 Total securities  21,204   319     6.02         22,764           348      6.11
       ----------   ----------   --------    ----------   ----------   -------

  Federal funds
 sold       910           12     5.35          3,343            42      5.03
         ----------   ----------   -------     ----------   ----------   -------

  Total interest earning
 assets   78,823   $    1,633       8.29%   $  72,244    $    1,505       8.33%
       ==========   ==========   =========   ==========   ==========   =========

NON-INTEREST EARNING ASSETS
 Cash and due from banks        2,407                                2,155
 Bank premises
 and equipment                  2,055                                1,028
Other assets                    1,100                                1,217
Allowance for loan losses        (653)                                 (624)
                   ----------                            ----------

tal assets                   $   83,732                            $   76,020
                            ==========                            ==========

INTEREST BEARING LIABILITIES
 Demand deposits 3,215   $       87     2.64   $   12,575   $       84      2.67
 Savings deposits 21,290        195     3.67       19,439          172      3.54
 Time deposits    28,109        343     4.88       25,772          315      4.89
        ----------   ----------   -------     ----------   ----------   -------
 Total interest
 bearing deposits$ 62,614   $   625     3.99%   $   57,786   $     571    3.95%

 Repurchase agreements 637        6     3.61             0           0      0.0
 Fed funds purchased   504        4     3.23             0           0      0.0
 Long-term borrowings  382        6     6.68             0           0      0.0
      ----------   ----------   -------     ----------   ----------   --------

 Total interest
 bearing liabilities$ 64,137   $ 641    4.00%   $   57,786   $      571   3.95%
    ----------   ----------   --------    ----------   ----------   ---------

NON-INTEREST BEARING LIABILITIES
     AND SHAREHOLDERS' EQUITY
Demand deposits                 9,614                                 8,640
Other liabilities               1,045                                 1,070
Shareholders' equity            8,936                                 8,524
                             ----------                            ----------

    Total liabilities and
    shareholders' equity    $   83,732                            $   76,020
                             ==========                            ==========

    NET INTEREST
    EARNINGS               $       991                            $      934
                             ==========                            ==========
    NET YIELD ON INTEREST
    EARNING ASSETS                5.03%                              5.17%
                           ============                          =========


(1) - Calculated on a fully  tax-equivalent basis using the rate of 34% for 1997
and 1996.

</TABLE>
                                                           14

<PAGE>




                                    TABLE II

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


                                                Three Months Ended
                                         March 31, 1997 vs. March 31, 1996
                                          Increase (Decrease)
                                          Due to Changes in:
                                         ---------------------
                                          Volume (1)  Rate (1)   Total

INTEREST EARNING ASSETS
     Loans .................................   $ 245    $ (59)   $ 186

     Securities:
          Taxable ..........................     (17)      (5)     (22)
          Tax-exempt (2) ...................      (7)       0       (7)
                                               -----    -----    -----
              Total securities .............     (24)      (5)     (29)
                                               -----    -----    -----

     Federal funds sold ....................     (33)       3      (30)
                                               -----    -----    -----

          Total interest earning assets ....     188      (61)     127
                                               -----    -----    -----

INTEREST BEARING LIABILITIES
     Demand deposits .......................       4       (1)       3
     Savings deposits ......................      17        6       23
     Time deposits .........................      29       (1)      28
     Repurchase agreements .................       6        0        6
     Federal funds purchased ...............       4        0        4
     Long term borrowings ..................       6        0        6
                                               -----    -----    -----

          Total interest bearing liabilities      66        4       70
                                               -----    -----    -----

              NET INTEREST EARNINGS ........   $ 122    $ (65)   $  57
                                               =====    =====    =====


(1) - The change 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%.


                                       15

<PAGE>



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

No provision for loan losses was considered  necessary during the first quarters
of 1996 and 1995. The lack of a provision  during the first three months of 1996
and 1995 reflects  management's  enhancement of the Company's loan  underwriting
requirements,  a reduction in the level of past due loans and an overall decline
in net charge-offs.


NON-INTEREST INCOME
Non-interest  income  includes  revenues  from all sources  other than  interest
income and yield  related loan fees.  For the three month period ended March 31,
1997,  non-interest income totalled $100,000,  up slightly from the $94,000 that
was recorded during the first quarter of 1996. Stated as a percentage of average
assets,  non-interest income was approximately 0.12% for both the first quarters
of 1997 and 1996.  This  dollar  increase  is a direct  result of the  Company's
concentrated  effort to increase its service fee income. This additional service
fee income  more than offset the 66.7%  decrease in trust  income from the first
quarter of 1996 to the first quarter of 1997.  The decrease in trust  department
income in 1997 resulted from the loss of non-recurring  fees which were realized
during the first  quarter  of 1996 from the  administration  of a large  estate.
While the Company seeks to attract new trust  business,  estates and other trust
services  tend to  fluctuate,  and trust  revenues may remain at current  levels
during 1997.


NON-INTEREST EXPENSE
Non-interest  expense comprises overhead costs which are not related to interest
expense,  income taxes or the provision  for loan losses.  As of March 31, 1997,
the Company's  non-interest expense totalled $816,000,  representing an increase
of  $87,000,  or 11.19%,  over the  non-interest  expense  incurred in the first
quarter  of  1996.  However,  expressed  as  a  percentage  of  average  assets,
non-interest  expense  remained  consistent  at 0.97% at March 31, 1997,  versus
0.96% at March 31, 1996.

Salaries and employee  benefits are the  Company's  largest  non-interest  cost,
representing  approximately 52% and 49% of total  non-interest  expense at March
31,  1997 and 1996,  respectively.  Salaries  and  employee  benefits  increased
$52,000,  or 13.90% as of March  31,  1997  compared  to March  31,  1996.  This
increase is primarily  due to the  additional  staff hired for the Company's new
Charleston,  WV,  office,  as well as general  merit and  promotion-related  pay
increases.

Net  occupancy  expense  increased to $63,000  through  March 31,  1997,  versus
$47,000 for the same period of 1996.  This 34.04%  increase is primarily  due to
the  Company's two new branch  locations.  Also as a result of the new equipment
acquired in connection with these new branches,  equipment rental, depreciation,
and  maintenance  costs  increased from $48,000 for the first quarter of 1996 to
$67,000 for the first  three  months of 1997,  an  increase  of  $19,000.  These
additional non interest expenses were budgeted by management and are expected to
be offset by the  additional  net  interest  income  generated by the new branch
locations.


INCOME TAXES
The Company's  income tax expense,  which includes both Federal and State income
taxes,  totalled  $86,000  for the three  month  period  ended  March 31,  1997,
reflecting a $4,000  increase when  compared to the same period of 1996.  Income
tax expense equaled 34.4% and 30.3% of income before taxes at March 31, 1997 and
1996,  respectively.  For financial reporting purposes,  income tax expense does
not equal the Federal statutory income tax rate of 34.0% when applied to pre-tax
income,  primarily because of State income taxes and tax-exempt  interest income
included in income before income taxes.


FINANCIAL CONDITION
The  Company's  total assets were  $89,358,000  at March 31,  1997,  compared to
$83,668,000  at December 31, 1996,  representing  an increase of  $5,690,000  or
6.80%.  Average assets  increased  $3,747,000,  or 4.68%, to $83,732,000 for the
same period.  Details  concerning  changes in the Company's  major balance sheet
items and changes in financial condition follow.



                                                           16

<PAGE>



Securities
The Bank's  total  securities  portfolio  decreased by  $2,204,000  or 9.7% from
December 31, 1996. This decline is due to typical maturities and calls. Proceeds
were  primarily  invested  in Fed  funds  sold and used to fund loan  growth.  A
summary  of  the  Company's  securities  portfolio  (both  held-to-maturity  and
available-for-sale)  is  included  as  Note  2  to  the  condensed  consolidated
financial statements.

Loan Portfolio
Loans, net of unearned income,  increased  dramatically during the first quarter
of 1997 from  $53,454,000  at year end 1996 to $60,191,000 as of March 31, 1997.
This 12.60% increase in the loan portfolio is largely due to the Bank's entrance
into the more active Charleston, WV, market. Continued loan growth, primarily in
high-quality  commercial  and  commercial  real  estate  loans  and  residential
mortgages,  is anticipated by Bank management.  A summary of the Bank's loans by
category in  comparison  to year end 1996 is included in Note 3 to the condensed
consolidated financial statements.

The  allowance  for loan  losses was  $644,000  at March 31,  1997  compared  to
$654,000  at December  31,  1996.  Expressed  as a  percentage  of loans (net of
unearned  income),  the  allowance  for loan  losses was 1.07% at March 31, 1997
compared to 1.22% at December 31, 1996. Loans charged-off,  net of recoveries of
previously  charged-off loans, totalled $10,000 and $37,000 for the three months
ended  March  31,  1997 and 1996,  respectively.  See Note 4 of the notes to the
condensed  consolidated  financial statements for an analysis of the activity in
the Company's  allowance for loan losses for the three month periods ended March
31, 1997 and 1996.

Non-accrual  loans declined 52.4% to $185,000 as of March 31, 1997,  compared to
$389,000 as of March 31, 1996. The Company places into non-accrual  status those
loans for which the full  collection  of principal  and interest are unlikely or
which are past due 90 or more days, unless the loans are adequately  secured and
in the process of collection.  The decrease in the level of non-accrual loans is
attributed to the Company's enhanced loan collection policies and procedures.

A summary of the Company's past due loans and non-performing  assets is provided
in the following table.


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

                                   March 31,   December 31,
                                 1997   1996   1996
                                 -----  ----   ----

Loans past due 90 or more days
     still accruing ..........   $  0      0   $  0
                                 ====   ====   ====

Nonperforming assets:
     Nonaccruing loans .......   $185   $389   $161
     Other real estate owned .     22      5     22
                                 ----   ----   ----

                                 $207   $394   $183
                                 ====   ====   ====


Management believes its allowance for loan losses is adequate to cover potential
losses existing in the loan portfolio at March 31, 1997.

Deposits
Total deposits at the end of the first quarter increased only slightly from year
end  1996,  rising  $672,000,  or 0.9%,  to  $73,988,000.  Non-interest  bearing
deposits  decreased by  $280,000,  or 2.74%,  while  interest  bearing  deposits
increased by $952,000,  or 1.51%.  This  increase in interest  bearing  deposits
consisted  of  increases  in all  of  the  Company's  interest  bearing  deposit
accounts, but was primarily centered in savings and NOW accounts.


Long-term borrowings
Due to increased loan demand, the Company obtained a $5,000,000,  3-year advance
from the  Federal  Home Loan Bank.  In  anticipation  of an increase in interest
rates on borrowed funds,  the Company's  subsidiary bank borrowed the funds from
the FHLB of  Pittsburgh  to lock-in a funding  source for its  anticipated  loan
growth.  For  more  information  on this  FHLB  debt  please  see  Note 7 to the
condensed consolidated financial statements.

                                                           17

<PAGE>



LIQUIDITY AND INTEREST RATE RISK MANAGEMENT
Liquidity  reflects the Company's ability to ensure the availability of adequate
funds to meet loan commitments and deposit  withdrawals,  as well as provide for
other Company  transactional  requirements.  Liquidity is provided  primarily by
funds invested in cash and due from banks and Federal funds sold,  which totaled
$6,342,000  at March 31,  1997  versus  $5,239,000  at December  31,  1996.  The
Company's liquidity position is monitored continuously to ensure that day-to-day
as well as anticipated future funding needs are met.

Further  enhancing the Company's  liquidity is the  availability as of March 31,
1997 of $10,077,000,  at amortized cost, in securities maturing within one year.
Also,  the  Company  has  classified  securities  with an  estimated  fair value
totaling  $3,062,000 as available for sale in response to an unforeseen need for
liquidity.

Management is not aware of any trends, commitments, events or uncertainties that
have resulted in or are reasonably  likely to result in a material change to the
Company's liquidity.

Interest rate risk  represents  the  volatility in earnings and market values of
interest earning assets and interest bearing liabilities  resulting from changes
in market  rates.  The Company  seeks to  minimize  interest  rate risk  through
asset/liability  management.  The Company's principal asset/liability management
strategy is gap  management.  Gap is the measure of the  difference  between the
volume of repricing  interest  earning assets and interest  bearing  liabilities
during given time periods.  When the volume of repricing interest earning assets
exceeds  the  volume  of  repricing  interest  bearing  liabilities,  the gap is
positive  -- a  condition  which  usually  is  favorable  during a  rising  rate
environment.  The opposite case, a negative gap, generally is favorable during a
falling rate  environment.  When the interest rate sensitivity gap is near zero,
the impact of interest  rate risk is limited,  for at this point  changes in net
interest income are minimal  regardless of whether  interest rates are rising or
falling.  An analysis of the  Company's  gap position as of March 31,  1997,  is
presented in TABLE III.

                                                           18

<PAGE>





                                                        TABLE III
                                             INTEREST RATE SENSITIVITY GAPS
                                                     March 31, 1997
                                                (In thousands of dollars)

<TABLE>
<CAPTION>
                                                             REPRICING (1)
               Within 3       3 to 6        6 to 12         After
                Months        Months      12 Months     12 Months         Total
             -----------  ------------  ------------  -----------     ---------
<CAPTION>
<S>            <C>          <C>           <C>           <C>             <C>
INTEREST EARNING ASSETS
Loans, net of unearned
 income    $   18,839   $      3,236  $      9,040  $    29,076     $    60,191
Securities      1,735          5,000         3,342       10,337          20,414
Federal funds
 sold           3,624              0             0            0           3,624
            ----------   ------------  ------------  -----------     -----------
Total interest
earning assets  24,198          8,236        12,382       39,413          84,229
          ----------   ------------  ------------  -----------     -----------

INTEREST BEARING LIABILITIES
Demand deposits 13,980              0             0            0          13,980
Savings deposits 21,626             0             0            0          21,626
Time deposits     5,704         6,516        11,030        5,201          28,451
Repurchase
 Agreements         591             0             0            0             591
Fed funds purchased   0             0             0            0               0
Long-term borrowings  0             0             0        5,000           5,000
           ----------   ------------  ------------  -----------     -----------
Total interest
bearing liabilities  41,901     6,516        11,030       10,201          69,648
         ----------   ------------  ------------  -----------     -----------

Contractual interest
sensitivity gap     (17,703)    1,720         1,352       29,212          14,581

     Adjustment (2)                                   35,606       (35,606)
                                                  ----------   ------------

Adjusted interest
\ sensitivity gap$   17,903   $ (33,886) $    1,352  $    29,212     $    14,581
         ==========   ============= ============  ===========     ===========

 Cumulative adjusted interest
 sensitivity gap $   17,903   $    (15,983) $   (14,631)  $    14,581
                         ==========   ============= ============  ===========

 Cumulative adjusted
 gap ratio             3.84           0.67         0.75          1.21
                         ==========   ============  ============  ===========

 Cumulative adjusted gap as a
 percent of earning assets  21.26%       (18.98%)      (17.37%)       17.31%
                         ==========   ============  ============  ===========
</TABLE>

(1) - Repricing on a contractual basis unless otherwise noted.

(2) - Adjustment to approximate the actual  repricing of interest bearing demand
deposits and savings accounts based upon historical experience.


The  preceding  table  reflects  the  Bank's  cumulative  one year net  interest
sensitivity  position, or gap, as 0.75, or ($14,631,000.) Thus, the Bank is in a
negative  gap  position  within a one year time  frame.  This  indicates  that a
significant  increase in interest  rates  within a short time frame  during 1997
could have a  significant  negative  impact on the Bank's net  interest  income.
However,  interest rates on the majority of the Bank's interest-bearing deposits
may be changed by management at any time based on their terms.  Since management
believes that repricing of interest bearing  deposits in an increasing  interest
rate  environment  will  generally lag behind the repricing of interest  bearing
assets, the Bank's interest rate risk within one year is at an acceptable level.

The  information  presented  in the table above  represents a static view of the
Bank's  gap  position  as of March  31,  1997,  and as such,  does not  consider
variables such as future loan and deposit volumes, mixes and interest rates. The
Company seeks to maintain its adjusted interest sensitivity gap within 12 months
to a relatively small balance,  positive or negative,  regardless of anticipated
upward or down  movements in interest rates in an effort to limit the effects of
interest rate risk on Company net interest income.



                                                           19

<PAGE>



CAPITAL RESOURCES
Maintenance of a strong capital  position is a continuing  goal of the Company's
management.  Through management of its capital  resources,  the Company seeks to
provide an  attractive  financial  return to its  shareholders  while  retaining
sufficient capital to support future growth.

Total  shareholders'  equity  at March  31,  1997  was  $8,914,000  compared  to
$8,841,000  at December  31,  1996,  representing  an increase of $73,000.  This
increase is due entirely to  increases in retained  earnings and was offset by a
$14,000  increase  in the  net  unrealized  loss  on  securities  classified  as
available  for sale.  Total  shareholders'  equity  expressed as a percentage of
total assets was  approximately 10.00% at March 31, 1997, which is only slightly
lower than December 31, 1996's level of 10.57%. Cash dividends totaling $77,000,
or $0.40  per share  were  declared  during  the first  quarter  of 1997  versus
dividends  of  $63,000,  or $0.33 per share,  during the first  quarter of 1996.
These  payout  levels  represented  approximately  47% and 33% of the  Company's
year-to-date earnings for the three-month periods ended March 31, 1997 and 1996,
respectively.

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

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,  1997,  that the
subsidiary bank meets all capital adequacy requirements to which it is subject.

                            RISK-BASED CAPITAL RATIOS
                                 March 31, 1997

                                                           Minimum
                                            Actual         Requirement

          Tier 1 risk-based capital ratio   15.43%            4.00%
          Total risk-based capital ratio    16.55%            8.00%
          Leverage ratio                    10.66%            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.


BRANCH MATTERS
The Bank has historically  leased its branch banking facility on Route 219 North
in Lewisburg,  West Virginia,  from two Company Directors.  The lease term began
April 1, 1986, and ran for a period of 10 years, expiring in March of 1996. Upon
lease termination,  Management and the Board of Directors opted to commence with
the  construction  of a new  branch  location  to be owned by the Bank.  The new
Branch location is located  approximately  one mile north of the previous branch
site on U.S.  Route 219 in  Lewisburg,  WV. The facility  opened for business on
January  27,  1997.  Management  anticipates  that this new  facility  will have
similar or lower operating costs than the previous  facility.  The total cost of
this new facility, not including additional equipment,  was $590,000,  including
the $190,000 purchase price of the land.


                                                           20

<PAGE>



PART II.  OTHER INFORMATION


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


     Item 2 - Changes in Securities
          None


     Item 3 - Defaults upon Senior Securities
          None


     Item. 4. Submission of Matters to a Vote of Security Holders
          The  annual  meeting  of  shareholders  of First  National  Bankshares
          Corporation was held on April 24, 1997. A total of 147,416 shares,  or
          76.6% of outstanding  shares,  were voted, with 142,447 represented by
          proxy and 4,969 represented in person. At this meeting,  the following
          business was transacted.

                    a) J.R.  Dawkins,  Walter  Bennett  Fuller,  and  Richard L.
                    Skaggs  were  elected  to serve as Company  directors  for a
                    three-year  term  expiring  in the year  2000.  Shareholders
                    voted  for  three  of the  five  nominees,  with  the  three
                    nominees   receiving   the  most  votes  being   elected  as
                    directors. 1,693 votes abstained from voting.

                                                                     TOTAL
                                                                     VOTES
          Nominees selected by Board of Directors
                      J. R Dawkins                                 139,482
                      Walter Bennett Fuller                        143,005
                      Richard L. Skaggs                            141,563

          Nominees from the Floor
                      Henry Sessions                                10,081
                      Jackson K. Tuckwiller                          6,580

                    b) The accounting firm of Arnett & Foster of Charleston,  WV
                    was approved by the shareholders as the Company's accounting
                    firm.  141,213 shares voted for this  appointment  and 6,188
                    shares abstained. 15 votes were cast against this motion.

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


     Item 5. Other Information

          None


     Item 6.  Exhibits and Reports on Form 8-K

          a)  All exhibits included with this filing follow the signature page.

           1.  Exhibit 11, Computation of Per Share Earnings, is filed herewith.
           2.  Exhibit 27, Financial Data Schedule, is filed herewith.


          b). The Company did not file any Form 8-K, Current Reports during the
              quarter ended March 31, 1997.


                                                           21

<PAGE>



                                   SIGNATURES



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







                                   FIRST NATIONAL BANKSHARES CORPORATION



                                   By  /S/  L. Thomas Bulla
                                       -----------------------------------------
                                   L. Thomas Bulla
                                   President and Chief Executive Officer




                                   By  /S/ Keith E. Morgan
                                       -----------------------------------------
                                   Keith E. Morgan
                                   Secretary & Treasurer




                                   By  /S/ Jack D. Whitt
                                       -----------------------------------------
                                   Jack D. Whitt
                                   Chief Financial Officer, First National Bank
                                   (Principal Financial and
                                   Accounting Officer)



Date:    03/12/97
         --------






                                                           22

<PAGE>



                                   EXHIBIT 11
                        COMPUTATION OF PER SHARE EARNINGS


Primary Earnings Per Share
     Primary  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.

Fully Diluted Earnings Per Share
     Fully 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  all   exercisable   stock  options
     outstanding but not yet exercised at the end of the period.



     As of  March  31,  1997,  the  Company  had no  exercisable  stock  options
outstanding.





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