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                September 30, 1999
                                         ----------------------------------

                                                           or

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

              For the transition period from               to



                                          Commission File Number:   33-14252

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



        West Virginia                                        62-1306172
(State or other jurisdiction                             (I.R.S. Employer
 of incorporation)                                       Identification No.)


One Cedar Street, Ronceverte, West Virginia                        24970
(Address of principal executive offices)                       (Zip Code)

                                 (304) 647-4500
                         (Registrant's telephone number, including area code)


                                      N/A
(Former name, former address and former fiscal year,
                    if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                    Yes      X         No
The number of shares  outstanding of the issuer's  classes of common stock as of
November 10, 1999:

                               Common Stock, $1 par value -- 964,515 shares




                                 THIS REPORT CONTAINS   41 PAGES


<PAGE>


<TABLE>


                              FIRST NATIONAL BANKSHARES CORPORATION
                                           FORM 10-Q
                       For the Quarterly Period Ended September 30, 1999

                                               INDEX
                    <S>                                                                                           <C>

                                                                                                                 Page
PART I.       FINANCIAL INFORMATION

     Item 1.      Financial Statements

              Condensed Consolidated Balance Sheets -
                 September 30, 1999 and December 31, 1998                                                            3

              Condensed Consolidated Statements of Income -
                Three Months Ended September 30, 1999 and 1998 and
                Nine Months Ended September 30, 1999 and 1998                                                        4

              Condensed Consolidated Statements of Comprehensive Income
                 Three Months Ended September 30, 1999 and 1998
                 Nine Months Ended September 30, 1999 and 1998                                                       5

              Condensed Consolidated Statements of Shareholders' Equity -
                Three Months Ended September 30, 1999 and 1998 and
                Nine Months Ended September 30, 1999 and 1998                                                        6

              Condensed Consolidated Statements of Cash Flows -
                Nine Months Ended September 30, 1999 and 1998                                                      7-8


              Notes to Condensed Consolidated Financial Statements                                                9-13


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



PART II.      OTHER INFORMATION

     Item 1. Legal Proceedings                                                                                      24

     Item 2. Changes in Securities                                                                                  24

     Item 3. Defaults upon Senior Securities                                                                        24

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

     Item 5. Other Information                                                                                      24

     Item 6.  Exhibits and Reports on Form 8-K                                                                   24-25

     SIGNATURES                                                                                                     26

</TABLE>

                                                       2

<PAGE>


<TABLE>

PART I.  FINANCIAL INFORMATION

                                          FIRST NATIONAL BANKSHARES CORPORATION
                                          CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (in thousands of dollars, except per share data)

<S>                                                                                          <C>                <C>

                                                                                   September 30,          December 31,
                                                                                         1999              1998
ASSETS                                                                                (Unaudited)          (1)

Cash and due from banks                                                            $         2,885    $         2,337
Interest-bearing deposits with other banks                                                     105                  -
Federal funds sold                                                                           3,931              5,679
Securities held to maturity (estimated fair value
     $12,753 and $8,805 respectively)                                                       13,014              8,739
Securities available for sale                                                               14,305              9,127
Loans, net of allowance of $632 and
      $766, respectively                                                                    71,456             68,671
Bank premises and equipment, net                                                             1,709              1,848
Accrued interest receivable                                                                    807                602
Other real estate owned acquired in settlement of loans                                        865                875
Other assets                                                                                   525                475
                                                                                   ---------------    ----------------

              Total assets                                                         $       109,602    $        98,353
                                                                                   ===============    ================



LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
     Deposits:
          Non-interest bearing                                                     $        11,084    $        12,123
          Interest bearing                                                                  83,199             69,098
                                                                                   ---------------    ----------------
              Total deposits                                                                94,283             81,221
     Short-term borrowings                                                                   3,907                951
     Other liabilities                                                                         911                946
     Long-term borrowings                                                                      477              5,488
                                                                                   ---------------    ----------------

              Total liabilities                                                             99,578             88,606
                                                                                   ---------------    ----------------

Commitments and Contingencies

Shareholders' equity
     Common stock, $1.00 par value, authorized
          10,000,000 shares, issued 964,515 shares                                             965                965
     Surplus                                                                                 1,019              1,019
     Retained earnings                                                                       8,201              7,770
     Accumulated other comprehensive income                                                   (161)                (7)
                                                                                   ----------------   ----------------
              Total shareholders' equity                                                    10,024              9,747
                                                                                   ---------------    ----------------

              Total liabilities and shareholders' equity                           $       109,602    $        98,353
                                                                                   ===============    ================




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


                                See Notes to Condensed Consolidated Financial Statements

</TABLE>

                                                           3

<PAGE>

<TABLE>


                                          FIRST NATIONAL BANKSHARES CORPORATION
                                       CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                       (Unaudited)
                                    (In thousands of dollars, except per share data)

<S>                                                                   <C>            <C>           <C>           <C>
                                                                                 Three Months Ended            Nine Months Ended
                                                                                  September 30,             September 30,
                                                                       1999         1998         1999          1998
Interest Income
     Interest and fees on loans                                     $    1,574   $    1,652    $   4,510    $    4,767
     Interest and dividends on securities:
          Taxable                                                          357          223          830           619
          Tax-exempt                                                        41           43          123           134
     Interest on interest-bearing deposits with other banks                 26            -           75             -
     Interest on federal funds sold                                         39           63          150           172
                                                                    ----------   ----------    ---------    ----------
          Total interest income                                          2,037        1,981        5,688         5,692
                                                                    ----------   ----------    ---------    ----------

Interest Expense
     Interest on deposits                                                  805          758        2,261         2,217
     Interest on short-term borrowings                                       9           18           22            47
     Interest on long-term borrowings                                       71           92          251           272
                                                                    ----------   ----------    ---------    ----------
          Total interest expense                                           885          868        2,534         2,536

          Net interest income                                            1,152        1,113        3,154         3,156

Provision for loan losses                                                   50           29           80           449
                                                                    ----------   ----------    ---------    ----------

          Net interest income after provision
              for loan losses                                            1,102        1,084        3,074         2,707
                                                                    ----------   ----------    ---------    ----------

Other income
     Service fees                                                           77           65          223           186
     Securities gains and (losses)                                           -            -            -             -
     Trust income                                                            6           21           47            66
     Other income                                                           27           55           72            98
                                                                    ----------   ----------    ---------    ----------
                                                                           110          141          342           350
                                                                    ----------   ----------    ---------    ----------
Other expense
     Salaries and employee benefits                                        410          384        1,198         1,163
     Net occupancy expense                                                  64           73          205           202
     Equipment rental, depreciation and maintenance                         70           66          209           215
     Data processing                                                        43           64          138           154
     Professional and legal                                                 31           81           73           149
     Directors' fees and shareholder expense                                26           21           74            74
     Other operating expenses                                              178          151          491           448
                                                                    ----------   ----------    ---------    ----------
                                                                           822          840        2,388         2,405
                                                                    ----------   ----------    ---------    ----------

Income before income taxes                                                 390          385        1,028           652

     Income tax expense                                                    131           90          341           180
                                                                    ----------   ----------    ---------    ----------

          Net income                                                $      259   $      295    $     687    $      472
                                                                    ==========   ==========    =========    ==========

Basic earnings per common share                                     $     0.27   $     0.31    $    0.71    $     0.49
                                                                    ==========   ==========    =========    ==========
Diluted earnings per common share                                   $     0.27   $     0.31    $    0.71    $     0.49
                                                                    ==========   ==========    =========    ==========
Dividends per common share                                          $     0.09   $     0.08    $    0.27    $     0.24
                                                                    ==========   ==========    =========    ==========


                                See Notes to Condensed Consolidated Financial Statements

</TABLE>
                                                           4

<PAGE>

<TABLE>


                                          FIRST NATIONAL BANKSHARES CORPORATION
                                CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                                      (Unaudited)
                                                (In thousands of dollars)


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

                                                                Unaudited                         Unaudited
                                                            Three Months Ended                Nine Months Ended
                                                                September 30,                       September 30,
                                                                  1999          1998            1999           1998
                                                            ----------    ----------        ----------   ----------

Net Income                                                     $   259      $   295         $     687     $     472
     Other comprehensive income, net of tax:
          Unrealized gains/(losses) on securities:
              Gain (loss) arising during the period               (31)             6             (154)          13
              Reclassification adjustment                           -              -                -            -
     Other comprehensive income                                     -              -                -            -
                                                            ---------     ----------        ----------   ---------

Comprehensive Income                                        $     228     $      301        $      533   $      485
                                                            ==========    ==========        ==========   ==========







































                                See Notes to Condensed Consolidated Financial Statements

                                                           5

</TABLE>

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<TABLE>


                                          FIRST NATIONAL BANKSHARES CORPORATION
                                CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                       (Unaudited)
                                    (In thousands of dollars, except per share data)


<S>                                                                    <C>           <C>          <C>             <C>
                                                                    Three Months Ended         Nine Months Ended
                                                                       September 30,             September 30,
                                                                       1999         1998         1999          1998
                                                                    ----------   ----------    ---------    ----------

Balance, beginning of period                                        $   9,882    $   9,376     $  9,747     $   9,325

     Net income                                                           259          295          687           472

     Cash dividends declared                                              (86)         (77)        (256)         (231)

     Issued 403 shares of common
          stock pursuant to stock option
          exercise                                                          -            -            -            21

     Change in net unrealized gain(loss) on
          securities available for sale                                   (31)           6         (154)           13
                                                                    ----------   ----------    ---------    ----------

Balance, end of period                                              $  10,024    $   9,600     $ 10,024     $   9,600
                                                                    =========    ==========    =========    ==========


































                                See Notes to Condensed Consolidated Financial Statements

                                                           6
</TABLE>

<PAGE>

<TABLE>


                                          FIRST NATIONAL BANKSHARES CORPORATION
                                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (Unaudited)
                                                (In thousands of dollars)
<S>                                                                                               <C>             <C>

                                                                                                  Nine Months Ended
                                                                                                    September 30,
                                                                                                  1999         1998
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                                $    687     $     472
     Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
          Depreciation                                                                              175           190
          Provision for loan losses                                                                  80           449
          Deferred income tax expense(benefit)                                                       71           (95)
          Amortization of security premiums (accretion) of
              security discounts, net                                                              (132)          (40)
          (Gain) Loss on sale of other assets                                                         -           (29)
          (Gain) Loss on disposal of bank premises and equipment                                     (6)            1
          (Increase) Decrease in accrued interest receivable                                       (205)           25
          (Increase) Decrease in other assets                                                       (21)           17
          Increase (Decrease) in other liabilities                                                  (36)          (95)
                                                                                               ---------    ----------
          Net cash provided by (used in) operating activities                                       613           895
                                                                                               ---------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from maturities and calls of securities held
          to maturity                                                                             4,483         7,575
     Proceeds from maturities and calls of securities
          available for sale                                                                      6,502         2,000
     Purchases of securities held to maturity                                                    (8,722)       (2,001)
     Purchases of securities available for sale                                                 (11,838)       (7,071)
     Principal collected on (loans made to) customers, net                                       (2,865)         (830)
     Principal payments received from leases                                                         10             -
     Proceeds from sale of other assets                                                               -            35
     Proceeds from sale of bank premises and equipment                                               20             -
     Purchases of bank premises and equipment                                                       (50)          (39)
                                                                                               ---------    ----------
          Net cash provided by (used in) investing activities                                   (12,460)         (331)
                                                                                               ---------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in demand deposits, NOW
          and savings accounts                                                                   15,504         1,673
     Proceeds from sales of (payments for matured)
          time deposits, net                                                                     (2,442)       (1,454)
     Net increase (decrease) in short-term borrowings                                          2,956        (105)
     Principal payments on long-term borrowings                                                  (5,011)          (10)
     Proceeds from sale of common stock pursuant to
          stock option exercise                                                                       -            21
     Dividends paid                                                                                (255)         (231)
                                                                                               ---------    ----------
          Net cash provided by (used in) financing activities                                    10,752          (106)
                                                                                               ---------    ----------

          Increase (decrease) in cash and cash equivalents                                       (1,095)          458

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

     Ending                                                                                    $  6,921     $   6,359
                                                                                               =========    ==========

                                                       (Continued)
                                See Notes to Condensed Consolidated Financial Statements

                                                           7

</TABLE>

<TABLE>



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


<S>                                                                                              <C>           <C>

                                                                                                 Nine Months Ended
                                                                                                    September 30,
                                                                                                 1999          1998
                                                                                               ---------    ----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash payments for:
          Interest paid to depositors                                                          $   2,608    $    2,541
                                                                                               =========    ==========

          Income taxes                                                                         $     267    $      352
                                                                                               =========    ==========


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

     Dividends declared and unpaid                                                             $      86    $       77
                                                                                               =========    ==========

     Property acquired in settlement of loans                                                  $       -    $      885
                                                                                               =========    ==========




































                                See Notes to Condensed Consolidated Financial Statements

                                                           8
</TABLE>

<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,  (the "Company" or "First National"),  and its wholly
              owned  subsidiary,  First  National  Bank,  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  and  nine  months  ended
              September 30, 1999 are not  necessarily  indicative of the results
              to be  expected  for the full  year.  The  condensed  consolidated
              financial  statements and notes included  herein should be read in
              conjunction with the Company's 1998 audited  financial  statements
              and Form 10-K.

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

              Accounting Pronouncements
              In June 1998, the FASB issued  Statement No. 133,  "Accounting for
              Derivative  Instruments and Hedging  Activities,"  (FAS 133) which
              requires all  derivatives  to be recorded on the balance  sheet at
              fair value and  establishes  "special"  accounting for fair value,
              cash flow, and foreign currency hedges.  FAS 133 is effective,  as
              amended,  for years  beginning  after June 15, 2000. The impact of
              adopting the pronouncement would be immaterial as the Company does
              not currently  hold  derivative  instruments  or engage in hedging
              activities.

              Stock Split
              As  discussed  in more detail  later is this  report,  the Company
              enacted a 5 for 1 stock split on September 24, 1999. The par value
              was  reduced  from $5.00 to $1.00 and 771,612  incremental  shares
              were issued to shareholders of record.  All prior period per share
              data has been restated for split in order to enhance comparability
              of data presented.

Note 2.           Securities
              The  amortized  cost,  unrealized  gains,  unrealized  losses  and
              estimated  fair values of  securities  at  September  30, 1999 and
              December 31, 1998 are summarized as follows (in thousands):

<TABLE>
<S>                                                                   <C>          <C>          <C>             <C>
                                                                      September  30, 1999
                                                                                                             Estimated
                                                                   Amortized   Unrealized    Unrealized       Fair
                                                                    Cost         Gains        Losses          Value
              Held to maturity:
                Taxable:
                  U.S. Government Agencies
                      and corporations                           $     8,993  $         -   $       150    $     8,843
                  State and political subdivisions                       500            -           134            366
                                                                 -----------  -----------   -----------    -----------
                      Total Taxable                                    9,493            -           284          9,209

                Tax Exempt:
                  State and political subdivisions                     3,521           31             8          3,544
                                                                 -----------  -----------   -----------    -----------

                Total securities held to maturity                $    13,014  $        31   $       292    $    12,753
                                                                 ===========  ===========   ===========    ===========

                                                           9
</TABLE>

<PAGE>

<TABLE>


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

                                                                                                           September 30, 1999
                                                                                                          Estimated
                                                                  Amortized    Unrealized    Unrealized       Fair
                                                                   Cost          Gains        Losses          Value
              Available for Sale:
                Taxable:
                  U.S. Government Agencies
                      and corporations                           $   13,929             -           264         13,665
                  Federal Reserve Bank Stock                             57             -             -             57
                  Federal Home Loan Bank Stock                          574             -             -            574
                  Other equity securities                                 7             -             -              7
                                                                 ----------   -----------   -----------    -----------
                      Total Taxable                                  14,567             -           264         14,303

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

                  Total securities available for sale            $   14,569   $         -   $       264    $    14,305
                                                                 ==========   ===========   ===========    ===========



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

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

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


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

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

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




                                                           10
</TABLE>

<PAGE>

<TABLE>



                          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     The  maturities,  amortized cost and estimated fair values of the Company's
     securities at September 30, 1999 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                              $      993   $       991   $     4,930    $     4,921
                  Due after 1 but within 5 years                     11,004        10,881         8,000          7,782
                  Due after 5 but within 10 years                       517           515           999            962
                  Due after 10 years                                    500           366             -              -
                  Equity securities                                       -             -           640            640
                                                                 ----------   -----------   -----------    -----------
                                                                 $   13,014   $    12,753   $    14,569    $    14,305
                                                                 ==========   ===========   ===========    ===========

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

     The proceeds from sales and calls and maturities of  securities,  including
     principal payments received on  mortgage-backed  securities and the related
     gross gains and losses  realized for the nine month periods ended September
     30, 1999 and 1998 are as follows (in thousands):
</TABLE>
<TABLE>
<S>                                                    <C>           <C>           <C>         <C>           <C>

                                                                              Proceeds From                Gross Realized
                                                                  Calls and    Principal
                                                      Sales      Maturities      Payments      Gains          Losses

              Nine months ended September 30, 1999
                  Securities held to maturity      $         -   $    4,483   $         -   $         -    $         -
                  Securities available for sale              -        6,502             -             -              -
                                                   -----------   ----------   -----------   -----------    -----------
                                                   $         -   $   10,985   $         -   $         -    $         -
                                                   ===========   ==========   ===========   ===========    ===========

              Nine months ended September 30, 1998:
                  Securities held to maturity      $         -   $    7,575   $         -   $         -    $         -
                  Securities available for sale              -        2,000             -             -              -
                                                   -----------   ----------   -----------   -----------    -----------
                                                   $         -   $    9,575   $         -   $         -    $         -
                                                   ===========   ==========   ===========   ===========    ===========
</TABLE>
<TABLE>
          <S>                                                                             <C>                <C>

Note 3.           Loans
              Total loans as of  September  30, 1999 and  December  31, 1998 are
              summarized as follows (in thousands):

                                                                                    September  30,       December 31,
                                                                                         1999              1998
                                                                                     --------------   ----------------
              Commercial, financial and agricultural                                 $      27,035    $        26,581
              Real estate - construction                                                     1,680                956
              Real estate - mortgage                                                        32,012             31,646
              Installment loans to individuals                                               9,276              8,482
              Other                                                                          2,087              1,772
                                                                                     --------------   ----------------
                  Total loans                                                               72,090             69,437

              Less unearned income                                                               2                  -
                                                                                     --------------   ----------------
                  Total loans net of unearned income                                        72,088             69,437

              Less allowance for credit losses                                                 632                766
                                                                                     --------------   ----------------
                      Loans, net                                                     $      71,456    $        68,671
                                                                                     ==============   ================




</TABLE>
                                                           11

<PAGE>
<TABLE>



                                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 4.       Allowance for Credit Losses
              Analyses of the allowance  for credit  losses are presented  below
              (in thousands) for the nine month periods ended September 30, 1999
              and 1998 and twelve months ended December 31, 1998:

<S>                                                                             <C>                 <C>          <C>
                                                                                            Nine Months Ended
                                                                              September 30,          Dec 31,
                                                                                1999           1998            1998
                                                                          --------------    -----------   ------------

              Balance, beginning of period                                $         766     $      636    $       636

                  Loans charged off                                                (258)          (346)          (364)
                  Recoveries                                                         44             37             45
                                                                          --------------            ---            ---
                      Net (losses)/recoveries                                      (214)          (309)          (319)
                                                                                   -----         ------          -----

                  Provision for credit losses                                        80            449            449
                                                                                     ---           ----           ----

              Balance, end of period                                      $         632     $      776    $       766
                                                                          =        =====    =      ====   =       ====

              The  Company's  total  recorded  investment  in impaired  loans at
              September  30, 1999 and December 31, 1998,  approximated  $121,000
              and $318,000,  respectively,  for which the related  allowance for
              credit losses  determined in accordance  with  generally  accepted
              accounting   principles   approximated   $121,000  and   $250,000,
              respectively.  All impaired loans were collateral  dependent,  and
              accordingly,  the fair value of the loan's  collateral was used to
              measure the  impairment of each loan.  Impaired loans are included
              in non-accrual loans.

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  September  30, 1999 and December 31,
              1998,  and the  contract  amounts  of  commitments  to lend are as
              follows, in thousands of dollars:

                                                                          September 30,    December 31
                                                                                1999           1998
                                                                                --------       --------

              Commitments to extend credit                                $       13,635    $    11,508
                                                                          =       ======    =    ======

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

Note 6.       Earnings per share
              Basic  earnings  per  common  share  is  computed  based  upon the
              weighted average shares  outstanding.  The weighted average number
              of shares  outstanding  was  964,515  and  963,245  for nine month
              periods ended September 30, 1999 and 1998, respectively.

              Under Financial  Accounting Standards Statement No. 128, "Earnings
              per  Share,"  diluted  per share  amounts  assume the  conversion,
              exercise or issuance of all  potential  common  stock  instruments
              unless the effect is to reduce the loss or increase the income per
              common share from  continuing  operations.  At September 30, 1999,
              32,015  shares were  outstanding  under the stock option plan,  of
              which 18,015 are fully vested and exercisable,  with 14,095 shares
              remaining  as  available  for grant.  For the nine  month  periods
              presented,  basic and diluted earnings per share are calculated as
              follows:




</TABLE>




                                                           12

<PAGE>

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


                                                   September 30, 1999

                                                                    Income                  Shares           Per Share
                                                                 (Numerator)           (    Denominator)        Amount
                                                                 -----------           --   ------------        ------
     Basic EPS
          Income available to common shareholders            $      687,000                     964,515    $      0.71
                                                                                                           =      ====

     Effect of Dilutive Securities
          Stock options                                               -                           5,484
                                                              ---     -----                       -----

     Diluted EPS
          Income available to common shareholders            $      687,000                     969,999    $      0.71
                                                             ====   =======                     =======    =      ====

                                                   September 30, 1998

                                                                    Income                  Shares           Per Share
                                                                 (Numerator)           (    Denominator)        Amount
                                                                 -----------           --   ------------        ------
     Basic EPS
          Income available to common shareholders            $      472,000                     963,245    $      0.49
                                                                                                           =      ====

     Effect of Dilutive Securities
          Stock options                                               -                           4,590
                                                              -------------                 -----------

     Diluted EPS
          Income available to common shareholders            $      472,000                     967,835    $      0.49
                                                             ==============                 ===========    =      ====

          Grants under the plan are  accounted  for following APB Opinion No. 25
          and related  interpretations.  Accordingly,  no  compensation  cost is
          recognized  for grants under the plan. Had  compensation  cost for the
          stock-based  compensation  plan been  determined  on the grant date in
          accordance with FASB Statement No 123, the net income and earnings per
          share would have been reduced to the proforma  amounts shown below (in
          thousands except earnings per share data):

</TABLE>
<TABLE>
<S>                                                                           <C>               <C>

                                                                                  Nine Months Ended
                                                                                   September 30,
                                                                              1999             1998
                                                                              ----             ----

              Net income:
                  As reported                                                 $687              $472
                  Proforma                                                    $664              $461
              Basic earnings per share:
                  As reported                                                 $0.71            $0.49
                  Proforma                                                    $0.69            $0.48
              Diluted earnings per share:
                  As reported                                                 $0.71            $0.49
                  Proforma                                                    $0.68            $0.48













</TABLE>




                                                           13

<PAGE>



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

The following is a discussion and analysis focused on significant changes in the
financial  condition  and results of  operations  of First  National  Bankshares
Corporation  (the  "Company" or "First  National"),  and its  subsidiary,  First
National Bank for the periods indicated.  This discussion and analysis should be
read in conjunction with the Company's 1998  consolidated  financial  statements
and notes  included in its Annual  Report to  Shareholders  and Form 10-K.  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 $259,000 for the three months ended September
30, 1999  compared to a net income of $295,000 for the quarter  ended  September
30, 1998. For the nine month period ended  September 30, 1999, the Company's net
income of $687,000  increased  $215,000 from the $472,000  reported for the same
period of 1998.

Basic  earnings per common share was $0.27 for the quarter  ended  September 30,
1999 compared to the $0.31  reported for the third quarter of 1998. For the nine
month period ended  September 30, 1999,  basic earnings per common share totaled
$0.71  compared  with  $0.49 for the same  period of 1999.  An  analysis  of the
contribution  of each  major  component  of the  statement  of  income  to basic
earnings per share is presented in the following  chart both for the three month
and for the nine month periods ended September 30, 1999 and 1998.

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

                                                              Three Months Ended                 Nine Months Ended
                                                                 September 30,                   September 30,
                                                                   Increase                                 Increase
                                           1999        1998        (Decrease)      1999         1998        (Decrease)
                                         ---------   ---------   ------------   ----------   ----------     ----------

Interest income                           $  2.11    $   2.06       $   0.05     $   5.90     $   5.91       $  (0.01)
Interest expense                             0.92        0.90           0.02          2.63         2.63         (0.00)
                                         --------    ---------   ------------   ----------   ----------        -------
     Net interest income                     1.19        1.16           0.03          3.27         3.28         (0.01)
Provision for loan losses                    0.05        0.03           0.02          0.08         0.47         (0.39)
                                         --------    ---------   ------------   ----------   ----------         ------
     Net interest income after
     provision for loan losses               1.14        1.13           0.01          3.19         2.81          0.38
                                         --------    ---------   ------------   ----------   ----------          -----
Non-interest income                          0.12        0.14          (0.02)         0.35         0.37         (0.02)
Non-interest expense                         0.85        0.87          (0.02)         2.48         2.50         (0.02)
                                         --------    ---------   ------------   ----------   ----------         ------
     Income before income taxes              0.41        0.40           0.01          1.06         0.68          0.38
Income tax expense                           0.14        0.09           0.05          0.35         0.19          0.16
                                         ---------   ---------   ------------   ----------   ----------          -----
                  Net income             $   0.27    $   0.31    $     (0.04)   $     0.71   $     0.49   $      0.22
                                         =========   =========   ============   ==========   ==========   =      =====

</TABLE>

Return on average assets (ROA) measures how effectively the Company utilizes its
assets to produce income. Annualized ROA for the third quarter of 1999 was 1.00%
compared to 1.23% for the third  quarter of 1998.  This  compares with an ROA of
0.88% and 0.66% for the nine month  periods  ended  September 30, 1999 and 1998,
respectively. Annualized return on average shareholders' equity (ROE) was 10.48%
for the third  quarter of 1999  compared to 12.44% in the third quarter of 1998,
while  year-to-date  ROE was 9.27% and 6.63% as of September  30, 1999 and 1998,
respectively.


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.


                                                           14

<PAGE>



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 September 30,
1999  and  1998,  the   tax-equivalent   adjustment  was  $63,000  and  $69,000,
respectively.

The  Company's  net  interest  income on a fully  tax-equivalent  basis  totaled
$3,217,000  for the nine month  period  ended  September  30,  1999  compared to
$3,225,000  for the same  period of 1998,  representing  a decrease of $8,000 or
0.24%.  For the quarters ended  September 30, 1999 and 1998, net interest income
on a fully tax-equivalent basis totaled $1,173,000 and $1,135,000, respectively,
an increase of 38,000, or 3.34%.

 As illustrated  in Table I, the Company's net yield on interest  earning assets
decreased  from  4.73%  for the nine  months  ended  1998 to 4.35% in 1999.  The
majority of the decline  occurred in interest  earning  assets,  where the yield
declined sixty-seven basis points from 8.45% in 1998 to 7.78% in 1999. As a tool
to manage  interest  rate risk, a majority of the  Company's  loan  portfolio is
written with variable  interest rate  features,  whereby loan interest rates are
repriced at specified time intervals based upon a pre-determined index rate. For
example,  variable rate commercial  credits are priced based upon the prime rate
as published in the Wall Street  Journal.  During the first nine months of 1999,
the prime  rate stood at 7.75%  which  compares  to 8.50%  during the first nine
months of 1998.  The  seventy-five  basis  point  decline  in the prime rate was
responsible for the negative impact on the loan interest yield,  where the yield
declined  from 9.19% in 1998 to 8.67% in 1999. As shown in Table II, the decline
in the interest rate  environment  for the nine months ended  September 30, 1999
compared to 1998 has equated to a decline in interest  income on earning  assets
of approximately $330,000.

The decline in interest  rates had a similar impact on the Company's cost funds,
or the  weighted  average  rate paid to  depositors  and other  interest-bearing
liabilities.  The cost of funds  decreased  from 4.49% at September  30, 1998 to
4.17% at  September  30,  1999.  As shown in Table II, this  equated to interest
savings of $97,000.  Included in interest expense on long-term borrowings was an
interest  penalty  of  approximately  $32,000  paid to the  FHLB  for the  early
retirement of its $5,000,000  balloon note,  which had a fixed rate of 6.68%. As
such the rate on long-term  borrowings  increased from 6.60% in 1998 to 7.54% in
1999. Because of the recent rise in interest rates and the short period in which
the note  matured,  it became  advantageous  for the Company to pay the note off
with idle funds from  overnight  investments.  By the end of the year 1999,  the
Company will have  recouped  the cost of the  interest  penalty via the interest
savings, and in total, will save approximately $22,000, pretax.

As discussed  above, the volume and composition of the  interest-bearing  assets
and  liabilities  will impact  interest  income.  As shown in Table II,  greater
volume in the  Company's  higher-yielding  assets,  in  particular  taxable  and
tax-exempt  securities  versus  overnight  investments,  meant  an  increase  in
interest  income of $322,000 over 1998.  This volume increase nearly negated the
impact of the fallen yields on these assets.  Similarly, the volume added to the
interest-bearing liabilities added an additional $97,000 expense to the Company.
This  volume  increase  was offset in its  entirety  by the impact of the fallen
rates paid on the liabilities.

The net yield on  interest  earning  assets is expected to remain at its current
level for the remainder of 1999.  Further  analysis of the  Company's  yields on
interest earning assets and interest earning  liabilities and changes in its net
interest income are presented in TABLE I and TABLE II.




                                                           15

<PAGE>

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


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

                                                                       Nine Months Ended                     Nine Months Ended
                                                                       September 30, 1999                    September 30, 1998
                                           --------------------------------------------------------------------------------------
                                               Average                   Yield/      Average                   Yield/
                                               Balance    Interest(1)     Rate       Balance    Interest(1)     Rate
INTEREST EARNING ASSETS
     Loans (2):                              $   69,386   $    4,510       8.67%   $   69,178   $    4,767       9.19%
     Securities:
          Taxable                                19,348          830     5.72          13,753          619     6.00
          Tax-exempt                              3,567          186     6.95           3,771          203     7.18
                                             ----------   ----------   ------      ----------   ----------    -----
              Total securities                   22,915        1,016     5.92          17,524          822     6.25
                                             ----------   ----------   ------      ----------   ----------    -----
     Interest-bearing deposits with
          other banks                             2,073           75     4.82               -            -        -
     Federal funds sold                           4,219          150     4.74           4,158          172     5.52
                                             ----------   ----------   ------      ----------   ----------     ----

              Total interest earning
                  assets                         98,593        5,751     7.78          90,860        5,761     8.45
                                             ----------   ----------   ------      ----------   ----------     ----

NON-INTEREST EARNING ASSETS
     Cash and due from banks                      2,300                                 2,300
     Bank premises and equipment                  1,773                                 2,010
     Other assets                                 2,029                                 1,492
     Allowance for loan losses                    (702)                                  (710)
                                             ----------                                  -----

              Total assets                   $  103,993                            $   95,952
                                             ==========                            ==========

INTEREST BEARING LIABILITIES
Demand deposits                              $   16,181   $      283      2.33     $   12,549   $      237     2.52
Savings deposits                                 31,112          948      4.06         25,780          821     4.25
Time deposits                                    28,295        1,030      4.85         29,931        1,159     5.16
                                             ----------   ----------   -------     ----------   ----------     ----
     Total interest-bearing deposits             75,588        2,261      3.99         68,260        2,217     4.33

Short-term borrowings                               962           22      3.05          1,605           47     3.90
Long-term FHLB borrowings                         4,438          251      7.54          5,496          272     6.60
                                             ----------   ----------   -------     ----------   ----------     ----
   Total other interest bearing liabilities       5,400          273      6.74          7,101          319     5.99

Total interest bearing liabilities               80,988        2,534      4.17         75,361        2,536     4.49
                                                 ------        -----      -----        ------        -----     ----

NON-INTEREST BEARING LIABILITIES
     AND SHAREHOLDERS' EQUITY
          Demand deposits                    $   12,251                            $   10,250
          Other liabilities                         870                                   855
          Shareholders' equity                    9,884                                 9,486
                                             ----------                            ----------

                  Total liabilities and
                  shareholders' equity       $  103,993                            $   95,952
                                             ==========                            =   ======

              NET INTEREST
                  EARNINGS                                $    3,217                            $    3,225
                                                          ==========                            ==========

NET YIELD ON INTEREST EARNING
     ASSETS                                                                4.35%                                 4.73%
                                                                       =========                                 =====

(1) - Calculated on a fully  tax-equivalent basis using the rate of 34% for 1999
and 1998.
(2) - For purposes of these computations,  non-accrual loans are included in the
amounts of average  loans  outstanding.  Included  in  interest  is loan fees of
$120,000 and $51,000 for 1999 and 1998, respectively.

                                                           16
</TABLE>

<PAGE>

<TABLE>


                                                        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>

                                                                                             Nine Months Ended
                                                                                     Sept. 30, 1999 vs. Sept. 30, 1998
                                                                                               Increase (Decrease)
                                                                                                Due to Changes in:
                                                                             Volume(1)       Rate(1)         Total
INTEREST EARNING ASSETS
     Loans                                                                 $        14    $       (271)  $       (257)

     Securities:
          Taxable                                                                  241            (30)            211
          Tax-exempt (2)                                                           (11)            (5)            (16)
                                                                           ------------   ------------   -------------
              Total securities                                                     230            (35)            195
                                                                           ------------   ------------            ----

     Interest-bearing deposits with other banks                                     75               -             75
     Federal funds sold                                                              3            (24)            (21)
                                                                                    ---   ------------   -------------

          Total interest earning assets                                            322           (330)             (8)
                                                                           -----------    ------------   -------------

INTEREST BEARING LIABILITIES
     Demand deposits                                                                65            (19)             46
     Savings deposits                                                              165            (37)            128
     Time deposits                                                                 (61)           (67)           (128)
     Short-term borrowings                                                         (16)            (9)            (25)
     Long-term FHLB borrowings                                                     (56)            35             (21)
                                                                           ------------   ------------   -------------

          Total interest bearing liabilities                                         97           (97)              -
                                                                           ------------   ------------              --

              NET INTEREST EARNINGS                                        $        225   $      (233)   $         (8)
                                                                           ============   ============   =         ===


(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) -     Calculated on a fully tax-equivalent basis using the rate of 34%.



                                                           17
</TABLE>

<PAGE>



PROVISION FOR LOAN LOSSES
The  provision  for loan  losses  represents  charges to earnings  necessary  to
maintain an adequate  allowance for potential  future loan losses.  Management's
determination of the appropriate level of the allowance is based upon an ongoing
analysis of credit quality and loss potential in the loan portfolio, actual loan
loss experience  relative to the size and characteristics of the loan portfolio,
change in the composition and risk characteristics of the loan portfolio and the
anticipated influence of national and local economic conditions. The adequacy of
the allowance for loan losses is reviewed  quarterly and adjustments are made as
considered necessary.

During the third  quarter of 1999,  the Bank made a $50,000  provision  for loan
losses compared to $29,000 during the third quarter of 1998. For the nine months
ended September 30, 1999 and 1998,  respectively,  the provision for loan losses
was $80,000 and  $449,000.  For  additional  discussion of these factors and the
related  allowance for loan losses  account,  refer to the Loan and Related Risk
Elements section of this discussion.


NON-INTEREST INCOME
Non-interest  income  includes  revenues  from all sources  other than  interest
income and  yield-related  loan fees. For the nine month period ended  September
30, 1999,  non-interest  income  totaled  $342,000,  representing  a decrease of
$8,000  from the  $350,000  recorded  during  the  same  period  of  1998.  As a
percentage  of  average  assets,   non-interest   income  was  0.44%  and  0.49%
(annualized)  for the nine month  periods  ended  September  30,  1999 and 1998,
respectively. Effective January 1, 1999, the Bank implemented a new fee schedule
whereby  certain  service  charges  assessed  on demand  deposit  accounts  were
increased.  As a result,  service fees increased  $37,000 or 19.9%.  Estates and
other trust services, which are accounted for on a cash basis, tend to fluctuate
from year to year.  Trust  income for the nine month  period  ended 1999,  which
totaled  $47,000,  is $19,000 less than the income  level  reported for the same
period in 1998.  Total assets  administered by the Bank's trust  department have
decreased  following the partial  settlement of a single large estate during the
second quarter of 1999,  with the estate expected to be fully settled by the end
of 1999.  This  decrease in trust assets has led to the decline in trust income.
Management  expects similar declines in trust income over the remainder of 1999;
however,  management  expects  the  decrease  in trust  income  to be  offset by
continued growth in service fee income, and in total for the year,  non-interest
income for 1999 is not expected to be materially different from 1998's total.

On a quarter-to-quarter basis, non-interest income decreased to $110,000 for the
third  quarter  of 1999  compared  to  $141,000  for the third  quarter of 1998.
Included in the 1998 quarter end figure is a $29,000  gain  realized on the sale
of  two  parcels  of  property  acquired  in  foreclosure.  Without  this  item,
non-interest  income for the third  quarter of 1998 would be  $112,000  and only
$2,000 more than 1999's  quarter-end  total. As discussed above, the increase in
service  fees  realized  during the  quarter  was offset by a decrease  in trust
income.

NON-INTEREST EXPENSE
Non-interest  expense comprises overhead costs which are not related to interest
expense or to losses from loans or  securities.  As of September  30, 1999,  the
Company's  non-interest  expense totaled $2,388,000,  representing a decrease of
$17,000, or 0.71%, over total non-interest  expense incurred for the nine months
ended  September 30, 1998. On a  quarter-to-quarter  basis,  other  non-interest
expense  decreased to  $822,000,  or 2.14%,  for the third  quarter of 1999 from
$840,000 during the third quarter of 1998.  Expressed as a percentage of average
assets, non-interest expense(annualized), for the nine month periods ended 1999
and 1998 were 3.1% and  3.3%,  respectively.  The  significant  items  affecting
non-interest expense are discussed below.

Salaries and employee  benefits are the  Company's  largest  non-interest  cost,
representing  approximately  50% and 48% of total  non-interest  expense for the
nine months ended  September 30, 1999 and 1998,  respectively.  For this period,
salaries and employee benefits increased  $35,000,  or 3.0% compared to the same
period of September 30, 1998. For the quarter,  salaries and employees  benefits
increased from 384,000 reported in 1998 to $410,000  reported in the same period
of 1999,  an increase of $26,000 or 6.8%.  The increase in salaries and employee
benefits during the quarter is predominantly  due to management  reinstating the
executive  incentive  plan in 1999. The plan was  temporarily  suspended in 1998
following the bank's  recording of the large loan loss provision in May 1998. No
expense  was  recorded  under  the  plan  in  1998.  During  the  1999  quarter,
approximately  $23,000  was  recognized  under  the  plan,  and  for  the  year,
approximately  $68,000 has been recognized.  For the nine months ended September
30, 1999,  the impact of  reinstating  the plan has been  mitigated by a $23,000
savings in payroll and related expenses. For the first two quarters of the year,
the Company had been operating with approximately two fewer full-time staff. The
reduction in staff has been the result of voluntary retirements and

                                                           18

<PAGE>



resignations. Additional staff were hired during the third quarter which negated
any  additional  payroll  savings,  and future  savings are not expected for the
fourth quarter of 1999.

Net  occupancy  expense  decreased  $9,000 or 12.3% in the third quarter of 1999
compared to 1998.  The decrease for the quarter is  attributable  to a change in
estimate for property taxes in 1998.  Upon receiving the property tax tickets in
July 1998,  a  prospective  adjustment  was made to property  taxes in the third
quarter of 1998, which accounted for  approximately  $7,000 more expense in 1998
compared to 1999.  Recent changes in the State of West  Virginia's  property tax
laws  coupled  with the  assessment  of property  taxes on various  large dollar
capital  additions  within the past few years,  namely the branch in  Lewisburg,
dictated the  adjustment in 1998 and have led to a greater  expense in 1999. For
the year,  the  increase  in  property  taxes has been  offset by a decrease  in
depreciation expense, as various assets have become fully depreciated.

Data processing  decreased  $21,000 and $16,000 compared to 1998 for the quarter
and nine months  ended  September  30,  1999,  respectively.  Year 2000  testing
charges of $30,000  incurred  in the third  quarter  of 1998  accounted  for the
differences  in the quarter and year to date figures  mentioned  above.  For the
year, only routine data processing fees have been incurred and only routine fees
are  expected to be incurred for the  remainder  of the year.  See the YEAR 2000
section following for additional discussion of Year 2000 issues.

Professional  and legal expense  decreased  $50,000 from the $81,000 reported in
quarter end 1998.  Similarly,  for the nine months ended September 30, 1999, the
expense  is  $76,000  less than the amount  reported  in 1998.  During the third
quarter of 1998, the bank incurred  approximately $56,000 in non-recurring legal
and professional fees associated with its unsuccessful  merger negotiations with
a bank holding company. In addition,  1998 was marked by various  time-consuming
legal  and  foreclosure   proceedings  against  two  loan  customers.   No  such
significant  legal and  professional  engagements  have existed during the first
nine months of 1999, therefore, the expense is lower. Over the fourth quarter of
1999,  the Company  expects  legal and  professional  fees to increase  over the
amounts reported in the first nine months of 1999, as the Company is involved in
similar legal  proceedings as incurred in 1998, all of which are incurred in the
normal course of business.

INCOME TAXES
The Company's  income tax expense,  which includes both federal and state income
taxes,  totaled  $341,000 for the nine month period  ended  September  30, 1999,
reflecting a $161,000  increase when compared to the same period of 1998. Income
tax expense equaled 33.2% and 27.6% of income before taxes at September 30, 1999
and 1998,  respectively.  For financial reporting  purposes,  income tax expense
does not equal the federal  statutory  income tax rate of 34.0% when  applied to
pre-tax income,  primarily because of state income taxes and tax-exempt interest
income included in income before income taxes.

CHANGES IN FINANCIAL CONDITION
The Company's total assets were $109,602,000 at September 30, 1999,  compared to
$98,353,000 at December 31, 1998,  representing an increase of  $11,249,000,  or
11.4%,  while average assets increased to $103,993,000  from $96,442,000 for the
same periods,  respectively.  Details  concerning changes in the Company's major
balance sheet items and changes in financial condition follow.

Cash and Cash Equivalents
Cash and cash  equivalents  include cash and due from banks,  interest-  bearing
deposits from other banks,  and federal funds sold. At September 30, 1999,  cash
and cash equivalents  totaled $6,921,000  compared to $8,016,000 at December 31,
1998, a decrease of $1,095,000. Following a high of $13,609,000 in cash and cash
equivalents  reported at June 30, 1999,  First  National paid off the $5,000,000
balloon note with the FHLB in August 1999,  thereby,  reducing its cash and cash
equivalents position [See the BORROWINGS  discussion of this section for further
discussion  of this  transaction].  In addition,  a net funding of $2,305,000 in
loans coupled with a net reduction in deposit balances of $2,185,000  during the
third quarter has aided in lowering First  National's cash and cash  equivalents
position.  See the condensed consolidated statement of cash flows for a detailed
description of the activities  impacting cash and cash  equivalents  for he nine
months ended September 30, 1999.

Securities
The Bank's total  securities  portfolio  increased by  $9,453,000  or 52.9% from
December 31, 1998. As discussed in the June 30, 1999 Form 10-Q, First National's
significant   deposit  growth  has  prompted  the  increase  in  the  securities
portfolio.  In order to maximize  the yield on earning  assets,  management  has
opted to invest the

                                                           19

<PAGE>



deposit growth in short-term,  high-yielding  securities as opposed to overnight
funds.  In an effort to bolster  liquidity,  the majority of the purchases  have
been  designated as available  for sale. 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.

Loans and Related Risk Elements
Loans,  net of unearned  income,  increased over the nine months ended September
30, 1999 from  $69,437,000  at year end 1998 to  $72,088,000 as of September 30,
1999,  an increase of $2,651,000 or 3.8%. As presented in Note 3 of the Notes to
the  Consolidated  Financial  Statements,  net loan  growth has  occurred in all
category  of  loans.   Through  the   strength  of  its  business  and  personal
relationships,  future loan growth,  primarily in  high-quality  commercial  and
commercial real estate loans, is anticipated by bank  management.  The bank will
focus its marketing efforts on its primary and contiguous market areas.

The  allowance  for loan losses was $632,000 at September  30, 1999  compared to
$766,000  at December  31,  1998.  Expressed  as a  percentage  of loans (net of
unearned income),  the allowance for loan losses was 0.88% at September 30, 1999
compared to 1.10% at December 31, 1998. Loans charged-off,  net of recoveries of
previously  charged-off loans, totaled $214,000 and $309,000 for the nine months
ended September 30, 1999 and 1998, respectively. For the year ended December 31,
1998, net charge-offs  totaled $319,000.  As discussed in the June 30, 1999 Form
10-Q, a commercial credit totaling approximately $194,000,  which had previously
been on non-accrual  status,  was  charged-off in June 1999 and accounts for the
majority of the charge-offs.  The credit was previously reserved in its entirety
via a specific  allocation  of the  allowance  for loan  losses.  Subsequent  to
September  30,  1999,  the  bank has  recovered  approximately  $139,000  of the
charge-off.  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 nine  month  periods  ended  September  30,  1999 and 1998,  and
December 31, 1998.

The  Company's   allowance  for  loan  losses  is  divided  into  allocated  and
unallocated categories. The allocated portion of the allowance is established on
a loan-by-loan and pool-by-pool  basis. The unallocated  portion is for inherent
losses  that may  exist  as of the  evaluation  date,  but  which  have not been
specifically identified by the processes used to establish the allocated portion
due to inherent  imprecision  in the objective  process of  identification.  The
unallocated  portion  is  subjective  and  requires  judgment  based on  various
qualitative  factors in the loan  portfolio  and the market in which the Company
operates.  At  September  30, 1999,  the  unallocated  portion of the  allowance
approximated  $145,000  compared to $95,000 at year-end 1998, or 22.9% and 12.4%
of the  total  allowance,  respectively.  As noted  above,  the  large  recovery
received  subsequent  to September 30, 1999 will likely impact the amount of the
unallocated reserve in relation to the total reserve reported in future periods.

The  Company  places  into  non-accrual  status  those  loans for which the full
collection  of  principal  and interest are unlikely or which are past due 90 or
more  days,  unless  the loans are  adequately  secured  and in the  process  of
collection.  A summary of the Company's past due loans and non-performing assets
is provided in the following table:

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

                                                                                Sept. 30,         December 31,
                                                                      1999          1998            1998
                                                                  -----------   -----------   ----------------

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

NON-PERFORMING assets:
     Non-accruing loans                                           $       141   $       425       $     318
     Other real estate owned                                              865           875             875
                                                                  -----------   -----------             ---

                                                                  $     1,006   $     1,300       $   1,193
                                                                  ===========   ===========       =   =====

</TABLE>

In total,  non-performing  assets decreased to $1,006,000 compared to $1,193,000
at December 31, 1998.  Non-accrual  loans  decreased to $141,000 as of September
30, 1999,  compared to $425,000 and $318,000 at September  30, 1998 and December
31, 1998,  respectively.  Non-accrual  loans are down $513,000 from the June 30,
1999 balance of  $654,000.  The  decrease is due in part to the  liquidation  of
collateral securing

                                                           20

<PAGE>



a residential mortgage, in which proceeds of approximately $137,000 were applied
against the balance. A second (unrelated) residential mortgage totaling $389,000
was restored to accrual  status  after a careful  review of the  collateral  and
assessment of the borrowers cashflow ability was performed.

As more fully discussed in the Company's  annual report and Form 10-K, the other
real estate owned has been leased.  The lease is for three years and contains an
option for the lessee to  purchase  the  property  at any time  during the lease
term.

Deposits
Total deposits  increased  16.1% to  $94,283,000 as of September 30, 1999,  from
$81,221,000  at  December  31,  1998.  Average  total  deposits  increased  from
$78,949,000  as of December 31, 1998 to  $87,839,000  at September  30, 1999, or
11.3%.  In May 1999,  the Company  obtained two large demand  deposit  customers
which has accounted for the significant growth; one interest bearing NOW account
and  one  non-interest   bearing  demand  deposit   account.   The  two  deposit
relationships   have  maintained   average  account  balance  of   approximately
$8,483,000  since the accounts were opened.  As discussed above and as discussed
in more detail in the  following  section,  due to the nature of demand  deposit
accounts and  liquidity  concerns,  much of the deposits  have been  invested in
short-term assets.

The Company continues to experience deposit growth in its savings products where
total savings  deposits have grown  $7,996,000  since December 31, 1998. Much of
the growth continues to be in a particular savings product.  This product offers
a competitive interest rate and immediate liquidity,  which is attractive in the
current  interest rate  environment.  The savings growth has been mitigated by a
net redemption in certificate of deposits of approximately $3,317,000 since year
end 1998,  with much of the  redemptions  being  shifted to the savings  product
previously  mentioned.  This  shifting of deposits has not  materially  impacted
interest  expense  as the  highest  rate  offered  on  the  savings  product  is
comparable to short-term interest rates offered on certificates of deposit.  See
the NET INTEREST  INCOME section of this analysis for further  discussion of the
impact on the Company's interest expense.

Borrowings
The Company will from time to time need to borrow  overnight  funds from various
correspondent  banks in  order to meet  short-term  liquidity  requirements.  At
September  30,  1999,  its  short-term  borrowings  consisted  of federal  funds
purchased of $3,000,000  from the FHLB and  repurchase  agreements  from various
customers  totaling  $907,000.  The total  short-term  borrowings  of $3,907,000
compares to $951,000 outstanding at December 31, 1999.

As discussed in the cash and cash  equivalents  section above,  the Company paid
off its  $5,000,000  balloon note with the FHLB in August 1999. At September 30,
1999,  long-term  borrowings  consisted  of a  match-funded  note with the FHLB.
Monthly  principal  and interest  payments are made on the note,  with a balloon
payment due in December 2002.


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
$6,921,000  at September 30, 1999 versus  $8,016,000  at December 31, 1998.  The
Company's liquidity position is monitored continuously to ensure that day-to-day
as well as anticipated funding needs are met.

Further  enhancing the Company's  liquidity is the  availability as of September
30, 1999 $5,923,000 in debt securities,  at amortized cost,  maturing within one
year.  Also,  the Company has  classified  additional  debt  securities  with an
estimated fair value totaling $8,744,000 as available for sale in response to an
unforeseen need for liquidity.  Additionally,  the Company's subsidiary bank has
unused  portions  of  lines  of  credit   available  under  existing   borrowing
arrangements.  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 position.

Interest rate risk  represents  the  volatility in earnings and market values of
interest earning assets and 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.

                                                           21

<PAGE>



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 current gap position is presented in TABLE III.
<TABLE>

                                                        TABLE III
                                             INTEREST RATE SENSITIVITY GAPS
                                                   September 30, 1999
                                                (In thousands of dollars)

<S>                                                          <C>         <C>         <C>           <C>            <C>
                                                                                                Repricing (1)
                                                           0 to 3      3 to 6       6 to 12     After
                                                             Months      Months      Months     12 Months  Total

INTEREST-EARNING ASSETS
     Loans, net of unearned income                        $   24,205   $   3,848    $   7,083   $  36,952    $  72,088
     Securities, at amortized cost                             3,972       1,951            -      21,020       26,943
     Interest-bearing deposits with other banks                  105           -            -           -          105
     Federal funds sold                                        3,931           -            -           -        3,931
                                                          -----------  ----------   ---------   ---------    ---------
              Total interest-earning assets                   32,213       5,799        7,083      57,972      103,067
                                                          -----------  ----------   ---------   ---------    ---------

INTEREST-BEARING LIABILITIES
     Demand deposits                                            20,445         -            -           -       20,445
     Savings deposits                                           35,761         -            -           -       35,761
     Time deposits                                             7,731      10,294        4,172       4,796       26,993
     Short-term borrowings                                     3,907           -            -           -        3,907
     Long-term FHLB borrowings                                     4           4            8         461          477
                                                          -----------  ----------   ---------   ---------    ---------
          Total interest-bearing liabilities                  67,848      10,298        4,180       5,257       87,583
                                                          -----------  ----------   ---------   ---------    ---------

          Contractual interest sensitivity gap               (35,635)    (4,499)        2,903      52,715             15,484

     Adjustment (2)                                           32,344     (32,344)           -           -            -
                                                          -----------  ----------   ---------   ---------            -

          Adjusted interest sensitivity gap               $  (3,291)   $  (36,843)  $   2,903   $  52,715    $15,484
                                                          ===========  ==========   =========   =========    =======

     Cumulative adjusted interest sensitivity gap         $   (3,291)  $(40,134)    $(37,231)   $  15,484
                                                          ===========  =========    =========   =  ======

     Cumulative adjusted gap ratio                               0.91        0.49        0.55        1.18
                                                          ===========  ==========   =========   =========

     Cumulative adjusted gap as a percentage
          of total earning assets                             (3.19)%    (38.94)%    (36.12)%      15.02%
                                                           ==========  ==========   =========      ======

</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 0.55,  or $(37,231).  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 the next
12 months could have a  significant  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.


                                                           22

<PAGE>



The  information  presented  in the table above  represents a static view of the
Bank's gap position as of September  30,  1999,  and as such,  does not consider
variables such as future loan and deposit volumes, mixes and interest rates. The
Company seeks to maintain its adjusted interest sensitivity gap within 12 months
to a relatively small balance,  positive or negative,  regardless of anticipated
upward or downward movements in interest rates in an effort to limit the effects
of interest rate risk on Company net interest income.


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 September 30, 1999 was  $10,024,000  compared to
$9,747,000  at December  31,  1998,  representing  an increase  of  $277,000.  A
reconciliation  of  the  increase  is  reported  in the  Condensed  consolidated
statement of shareholders' equity.  Average total shareholders' equity expressed
as a percentage of average total assets was approximately  9.5% at September 30,
1999, which is lower than December 31, 1998's level of 9.90%  predominantly  due
to the large asset growth experienced in 1999. Cash dividends totaling $256,000,
or $0.27 per share were declared during the nine months ended September 30, 1999
which is 13% higher than the dividend level paid during the same period of 1998.
These  payout  levels  represented  approximately  37% and 49% of the  Company's
year-to-date  earnings for the nine-month  periods ended  September 30, 1999 and
1998,  respectively.  The Company's  return on average equity (ROE) increased to
9.27% for the first nine months of 1999 compared to 6.63% in 1998.  The increase
is attributable to the greater earnings in 1999 compared 1998

The  Company  is unaware of any  trends or  uncertainties,  nor do any  material
commitments  for capital  expenditures  exist,  which may materially  impair its
capital position.


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 September 30, 1999,  that the
subsidiary bank meets all capital adequacy  requirements to which it is subject,
as evidenced by the following table:

                                                RISK-BASED CAPITAL RATIOS
                                                   September 30, 1999
<TABLE>
<S>                                                                                <C>               <C>

                                                                                                    Minimum
                                                                              Actual           Requirement

          Tier 1 risk-based capital ratio                                         14.2%           4.00%
          Total risk-based capital ratio                                          15.1%           8.00%
          Leverage ratio                                                           9.2%           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>


YEAR 2000:
As discussed in greater  detail in the 1998 Form 10-K, the Company has committed
a great amount of effort and resources to ensure that critical  information  and
non-information  systems will operate  effectively  in the Year 2000 (or "Y2K").
Should  problems be  confronted,  a contingency  plan  detailing  various manual
operations and "backup" procedures is available.  A similar contingency plan has
been  utilized  during  recent  natural  disasters  with  little or no  problems
encountered.  In  addition to its  "in-house"  information  and  non-information
systems, the Company has

                                                           23

<PAGE>



sought  representations  from major vendors,  suppliers and customers  regarding
their readiness for Y2K. In particular,  commercial loan customers identified as
highly  susceptible  to  Y2K  failures  have  been  asked  by  the  Company  for
representations  regarding  their  readiness for Y2K.  These  customers  will be
closely monitored.

To date, the Company is 99% complete with regards to replacement and remediation
of hardware and software  components.  Since  December 31, 1998, the Company has
incurred outlays totaling  approximately  $19,600  representing both capital and
non-capital  expenditures.  To date,  approximately  $278,000.00 has been
incurred under the Y2K project, representing both capital and non-capital items.
This compares to the project budget of approximately  $300,000.00. The company
does not track  internal costs related to the project, such as payroll and
related expenses, therefore, these costs are not included in the above figures.
For the remainder of 1999, no material outlays are expected to be incurred.

The Company is approximately  99.9% complete with regards to its testing for Y2K
compliance.  During the  quarter,  the Company  completed  proxy  testing of its
Automated  Teller  Machines (or "ATMs") and various third party  processors  and
software,  such as payroll  and credit  bureau  vendors.  Only minor  testing of
immaterial functions remain.

While the Company believes the tests and procedures in place should minimize the
Year 2000  risks and  enable it to meet the needs of its  customers  in the Year
2000, the Company cannot  quantify the potential  impact of any unforeseen  Year
2000 failures that might occur either internally or from external third parties.

Management is addressing  possible  liquidity  concerns in the event  depositors
withdraw  large  amounts  of cash at or near year end.  At this  time,  the cash
requirements at or near year end cannot be reasonably  predicted.  However,  the
Bank,  with  input from  industry  regulators,  will be  working  on  estimating
possible cash requirements in the near future.  In addition,  the Company stands
to  experience  a  reduction  in  interest  income  as  a  buildup  of  cash,  a
non-interest  earning asset, will transpire.  The reduced income is not expected
to be material.  See the  LIQUIDITY  AND INTEREST  RATE  MANAGEMENT  section for
further discussion on liquidity.

PART II.  OTHER INFORMATION

     Item 1. Legal Proceedings
     The  Company is  involved  in a human  rights  complaint,  whereby a former
     employee has alleged  discrimination  against the Company, with an expected
     trial  date in  July  2000.  At this  time,  management  cannot  reasonably
     estimate  the outcome of the case,  nor can it estimate a range of possible
     loss, if any. Should a loss transpire, losses will most likely be mitigated
     through the  Company's  liability  insurance.  There are no other  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
          A  special   meeting   of  First   National   Bankshares   Corporation
          shareholders  was held on  September  8,  1999.  At the  meeting,  the
          shareholders  approved the amendment to First  National's  Articles of
          Incorporation,  whereby  the  number of  authorized  common  stock was
          increased from 500,000 shares,  par value $5.00, to 10,000,000 shares,
          par value $1.00, and effecting a 5 for 1 stock split payable September
          24,  1999 to  shareholders  of record as of  September  8,  1999.  The
          results of the voting were reported in the Form 8-K filed on September
          9, 1999 and is incorporated by reference in its entirety.  The amended
          Articles of  Incorporation in their entirety are included as Exhibit 3
          (i) in Item 6 of this report.

     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 3 (i),  Articles of Incorporation, as amended
               (September 8, 1999)

                                                            24

<PAGE>



              2.  Exhibit 3 (ii),  By-Laws,  as  amended  (August  24,  1999) 3.
              Exhibit 11, Computation of Per Share Earnings,  is filed herewith.
              4. Exhibit 27, Financial Data Schedule, is filed herewith.

          b). First  National  filed two Form 8-Ks during the quarter.  The Form
              8-K  filed on July 13,  1999  announced  the  board of  director's
              resolution  to  amend  the  number  of  authorized  shares  in the
              Articles  of  Incorporation  and to  effect a 5 for 1 stock  split
              discussed in Item 4 above. The Form 8-K filed on September 9, 1999
              announced shareholders' approval of the amendment and stock split,
              also discussed in Item 4 above.  Both  documents are  incorporated
              herein by reference in their entirety.

















































                                                            25

<PAGE>



                                                        SIGNATURES



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




                                          FIRST NATIONAL BANKSHARES CORPORATION



                   By
                                                                L. Thomas Bulla
                                           President and Chief Executive Officer

                   By
                                                            Charles A. Henthorn
                                             Secretary to the Board of Directors



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





Date: November 10, 1999






















                                                            26

<PAGE>



                                                       EXHIBIT 3(i)
                                                 ARTICLES OF INCORPORATION


                                              ARTICLES OF INCORPORATION
                                                          OF
                                        FIRST NATIONAL BANKSHARES CORPORATION

                                            (As amended September 8, 1999)

I.          The undersigned agree to become a corporation by the name of FIRST
                NATIONAL BANKSHARES CORPORATION.

II.         The address of the principal office of said corporation will be
            located at: One Cedar Street, P. 0. Box 457,
            Ronceverte, County of Greenbrier, and State of West Virginia 24970.

III.        The period of existence of said corporation is to be perpetual.

IV. The purpose or  purposes  for which said  corporation  is  organized  is the
transaction  of  any  or all  lawful  business  for  which  corporations  may be
incorporated under Article 1, Chapter 31 of the Code of West Virginia, including
(without  limitation)  engaging  in and  performing  any and or all  businesses,
operations, functions, activities and services which are now or hereafter lawful
or permissible for bank holding  companies  under  applicable laws of the United
States of America or any state.

V. The aggregate number of shares which the corporation  shall have authority to
issue is Ten Million  (10,000,000) common shares of the par value of $1.00 each.
Upon the  effective  date of this  amendment  of Article V, each share of common
stock, par value $5.00,  issued and outstanding on such effective date, shall be
split and converted  into five (5) shares of common  stock,  par value $1.00 per
share.

VI. No holder of capital  stock of the  corporation  shall  have any  preemptive
right or other  preferential right or privilege to acquire any additional shares
of any class of stock, whether now or hereafter authorized,  of the corporation,
or any  securities  or  obligations  convertible  into or carrying  any right to
purchase or acquire any such stock.

VII.  (a) Except as provided  below in  paragraph  (c) of this  Article  VII, no
transaction  of a character  described in paragraph (b) of this Article VII, and
no agreement,  plan, resolution or other corporate action providing for any such
transaction,  shall  be valid  or  binding  upon  the  corporation  unless  such
transaction  shall have been approved in compliance  with all applicable laws of
the State of West  Virginia and shall have been  authorized  by the  affirmative
vote  of the  holders  of a  majority  of the  shares  of  common  stock  deemed
independently owned pursuant to paragraph (d) of this Article VII.

         (b) Transactions subject to the voting requirements of this Article VII
shall be:

(1) any merger or consolidation to which the corporation and an interested
 person are parties; or

(2) any sale, lease,  exchange or other disposition,  in a single transaction or
series of related  transactions,  of all or a substantial  part of the assets of
the corporation to an interested person; or

(3) any transaction of a character  described in  subparagraph  (1) or (2) above
involving an affiliate or an associate of an  interested  person or involving an
associate of any such affiliate.

         (c) The voting  requirements of this Article VII shall not apply to any
transaction  described  in  paragraph  (b) of this Article VII should any of the
following events relate to the transaction.

(1) The Board of Directors  shall have approved the transaction by majority vote
of all directors  prior to the time the  interested  person  connected  with the
transaction became an interested person.

(2) The  Board  of  Directors  shall  have  approved  the  transaction  prior to
consummation thereof by majority vote of these directors each of whom was not an
interested person, or an associate of any such affiliate.


                                                          27

<PAGE>




(3) The Board of Directors shall have approved such transaction by majority vote
of all directors prior to the consummation  thereof, and the consideration to be
received by all  shareholders  who do not vote in favor of such  transaction for
their common stock shall be cash or  marketable  securities  having a fair value
not less than the sum of:

(A)  the  greater  of (i) the  highest  price  per  share  (including  brokerage
commissions  and  soliciting  dealers'  fees)  paid or  agreed to be paid by the
interested  person  for any  common  stock  within  the  period  of  five  years
immediately  preceding  submission to the shareholders of such  transaction,  or
(ii) the  highest  price per share at which the  common  stock  traded in public
market during such five-year period, plus

(B) the aggregate amount, if any, by which 5% per annum of such higher price per
share  exceeds the  aggregate  amount of all dividends per share paid in cash on
the common stock since the date on which the  interested  person  connected with
the transaction became an interested person;

and a proxy statement complying with the disclosure provisions of Regulation 14A
under the Securities  Exchange Act of 1934 shall have been mailed to all holders
of  common  stock for the  purpose  of  submitting  such  transaction  for their
approval.

         (d) For  purposes of this  Article  VII, all the shares of common stock
which are outstanding and entitled to vote shall be deemed  independently  owned
except shares that are beneficially owned by an interested person connected with
the  transaction,  an affiliate or  associate  of such  interested  person or an
associate of such affiliate.

         (e)  The  affirmative  vote  of  the  holders  of at  least  75% of the
outstanding  shares of common stock  entitled to vote shall be required to amend
or repeal this Article VII.

         (f) As used in this Article VII:

(1) "affiliate" shall mean a person that directly,  or indirectly through one or
more  intermediaries,  controls or is controlled  by or is under common  control
with another person;

(2) "associate"  shall mean any corporation or organization of which a person is
an officer or partner or is, directly or indirectly, the beneficial owner of 10%
or more of any  class of  equity  securities;  or any trust or estate in which a
person has a 10% or larger beneficial interest or as to which a person serves as
trustee or in similar fiduciary capacity; or any relative or spouse of a person,
and any relative of a spouse who has the same residence as such person;

(3) "beneficial ownership" shall mean all shares directly or indirectly owned by
a person and all shares  which a person  has the right to  acquire  through  the
exercise of any option, warrant or right (whether or not currently exercisable),
through the  conversion of a security,  pursuant to the power to revoke a trust,
discretionary  account  or  similar  arrangement,   pursuant  to  the  automatic
termination  of  a  trust,  discretionary  account  or  similar  arrangement  or
otherwise.  All shares shall be deemed  indirectly owned by a person as to which
such person enjoys  benefits  substantially  equivalent to those of ownership by
reason  of  any  contract,  understanding,   relationship,  agreement  or  other
arrangement,  including without limitation any written or unwritten agreement to
act in concert;

(4) "control" shall mean the possession, directly or indirectly, of the power to
direct  or cause the  direction  of the  management  and  policies  of a person,
whether through the ownership of voting securities, by contract or otherwise;

(5) "interested  person" shall mean any person who beneficially owns 10% or more
of the outstanding shares of common stock;

(6)  "person"  shall  mean an  individual,  a  corporation,  a  partnership,  an
association, a joint-stock company, a trust, any unincorporated  organization, a
government  or political  subdivision  thereof,  a person  acting  through or in
concert with one or more persons, and any other entity;

(7) "Securities  Exchange Act of 1934" shall mean the Securities Exchange Act of
1934,  as amended from time to time,  as well as any  successor  or  replacement
statute;



                                                          28

<PAGE>



(8) "substantial part" shall mean more than 20% of the total consolidated assets
of the corporation,  as shown on its consolidated balance sheet as of the end of
the most recent fiscal year.

VIII.  (a) The Board of  Directors  may  oppose a tender or other  offer for the
corporation's securities, whether the offer is in cash, securities or otherwise.
When considering  whether to oppose an offer, the Board of Directors may, but is
not legally  obligated to, consider any issue which any director deems relevant.
By way of  illustration  (but not  limitation),  the Board of Directors may, but
shall not be legally obligated to, consider any or all of the following:

(1) Whether the offer price is fair and reasonable based upon the historical and
present operating results or financial condition of the corporation;

(2)  Whether a more  favorable  price could be  obtained  for the  corporation's
securities in the future;

(3) The impact  which a change in control of the  corporation  would have on the
employees,  depositors and customers of the corporation and its subsidiaries and
the communities which they serve;

(4) The reputation and business  practices of the offeror and its management and
affiliates as they would affect the  employees,  depositors and customers of the
corporation  and its  subsidiaries  and the  future  value of the  corporation's
stock;

(5) The value of the  securities  (if any)  which the  offeror  is  offering  in
exchange for the corporation's  securities,  based upon an analysis of the worth
of the  corporation  as  compared  to the  corporation  or  other  entity  whose
securities are being offered; and

(6) Any  antitrust or other legal and  regulatory  issues that are raised by the
offer.

(b) If the Board of Directors  determines  that an offer should be rejected,  it
may take any  lawful  action on behalf of the  corporation  to  accomplish  that
objective,  including, but not limited to, any or all of the following; advising
shareholders  not to accept the offer;  litigation  against the offeror;  filing
complaints  with any  governmental  and  regulatory  authorities;  acquiring the
corporation's  securities;  selling or otherwise issuing, free of all preemptive
rights, authorized but unissued securities or treasury stock or granting options
with  respect  thereto;  acquiring  a company  to create an  antitrust  or other
regulatory  problem for the offeror;  and obtaining a more favorable  offer from
another individual or entity.

(c) The  affirmative  vote of the  holders  of at least  75% of the  outstanding
shares of common  stock  entitled  to vote shall be  required to amend or repeal
this Article VIII.


IX. (a) The directors of the corporation shall be classified with respect to the
time for  which  they  shall  severally  hold  office by  dividing  the Board of
Directors  into  three  classes  of as nearly  equal  numbers  of  directors  as
possible. The term of office of directors of the first class shall expire at the
1987 annual  meeting;  of the second  class at the 1988 annual  meeting;  of the
third class at the 1989 annual meeting.  At each annual meeting,  the successors
of the  directors  of the class whose terms then expire shall be elected to hold
office for a term of three  years and until  their  successors  are  elected and
qualified.  If, at any meeting of  shareholders  (whether annual or special) for
election of directors, there are to be elected directors or more than one class,
separate elections shall be held for the directors of each class.

(b) The  affirmative  vote of the  holders  of at least  75% of the  outstanding
shares of common  stock  entitled  to vote shall be  required to amend or repeal
this Article IX.

X. The full  names and  addresses  of the  incorporators,  including  street and
street number and the city, including zip number, are as follows:

NAME                                                                  ADDRESS

S. ELWOOD BARE                   1002 Greenbrier Ave., Ronceverte, W. Va. 24970

MARSHALL M. CASDORPH              Coffman Hill Road, Ronceverte, W. Va. 24970



                                                          29

<PAGE>



JOHN R. DAWKINS                       Rock Acres Farms, Lewisburg, W. Va. 24901

WILLIAM M. DICKSON                   Route 2, Box 333, Ronceverte, W. Va. 24970

GRADY W. FORD                           204 Dwyer Lane, Lewisburg, W. Va. 24901

WALTER BENNETT FULLER                 126 May Apple Tr. Lewisburg, W. Va. 24901

WILLIAM D. GOODWIN                      321 Dwyer Lane, Lewisburg, W. Va. 24901

CHARLES W. LEWIS                 406 E. Washington St., Lewisburg, W. Va. 24901

HOUSTON B. MOORE           15 Mary's Ln., Buckingham Acres, Lewisburg, WV 24901

WILLIAM R. SATTERFIELD, JR.  31 Francis Way, Underwood Est., Lewisburg, WV 24901

RICHARD L. SKAGGS                    Route 2, Box 295, Lewisburg, W. Va., 24901


XI. The number of directors  constituting  the initial Board of Directors of the
corporation  is eleven (11),  and the names and addresses of the persons who are
to serve as directors until the first annual meeting of  shareholders,  or until
their successors are elected and shall qualify, are as follows:

NAME                                           ADDRESS

S. ELWOOD BARE                      1002 Greenbrier Ave., Ronceverte, WV 24970

MARSHALL M. CASDORPH                   Coffman Hill Road, Ronceverte, WV 24970

JOHN R. DAWKINS                     Rock Acres Farms, Lewisburg, W. Va., 24901

WILLIAM M. DICKSON                  Route 2, Box 333, Ronceverte, W. Va. 24970

GRADY W. FORD                          204 Dwyer Lane, Lewisburg, W. Va. 24901

WALTER BENNETT FULLER                126 May Apple Tr., Lewisburg, W. Va. 24901

WILLIAM D. GOODWIN                     321 Dwyer Lane, Lewisburg, W. Va. 24901

CHARLES W. LEWIS                     406 E. Washington St., Lewisburg, WV 24901

HOUSTON B. MOORE            15 Mary's Ln., Buckingham Acres, Lewisburg, WV 24901

WILLIAM R. SATTERFIELD, JR.  31 Francis Way, Underwood Est., Lewisburg, WV 24901

RICHARD L. SKAGGS                     Route 2, Box 295, Lewisburg, W. Va. 24901



         We, the undersigned, for the purpose of forming a corporation under the
laws of the  State  of West  Virginia,  do  make  and  file  these  Articles  of
Incorporation,  and we have accordingly  hereunto set our hands this 23rd day of
January, 1986.

                  NAME                                                NAME

 /s/ H. B. Moore, M. D.                               /s/ Walter Bennett Fuller
 /s/ R. L. Skaggs                                            /s/ Chas. W. Lewis


                                                          30

<PAGE>



/s/ William D. Goodwin                                        /s/ W. M. Dickson

/s/ W. R. Satterfield, Jr.                                    /s/ Grady W. Ford

/s/ S. E. Bare                                                /s/ J. R. Dawkins

/s/ M. M. Casdorph



                                       ARTICLES OF AMENDMENT DATED MAY 5, 1987
                                        FIRST NATIONAL BANKSHARES CORPORATION
                                              By /s/ William M. Dickson
                                                    Its President
                                               And /s/ Keith E. Morgan
                                               Its Secretary-Treasurer


                                 ARTICLES OF AMENDMENT DATED SEPTEMBER 8, 1999
                                      FIRST NATIONAL BANKSHARES CORPORATION
                                          By /s/ L. Thomas Bulla, President
                                          /s/ Charles A. Henthorn, Secretary







































                                                          31

<PAGE>



                                                    EXHIBIT 3(ii)
                                                       BY-LAWS

On August 24, 1999, the Board of Directors approved  amendments to the Company's
by-laws.  The amendments  include  allowing  directors to "attend"  meetings via
telephone  conference calls and establishing the position of Director  Emeritus.
The amended by-laws in their entirety follow.

                                                       BY-LAWS
                                                          OF
                                        FIRST NATIONAL BANKSHARES CORPORATION
                                            As Amended on August 24, 1999

                                                  ARTICLE I. OFFICES

The  principal  office and place of business of the  Corporation  will be at One
Cedar  Street,  Ronceverte,  Greenbrier  County,  West  Virginia.  The  Board of
Directors  may  move  the  principal   office  and  place  of  business  of  the
Corporation, or either, from time to time as it may deem advisable, and may also
establish such offices or places of business  elsewhere as in the opinion of the
Board may be advisable.

ARTICLE II.  SHAREHOLDERS

         Section I. Annual Meeting.  The annual meetings of the  shareholders of
this Corporation  shall be held in the month of April of each year, on such date
and at such  time as may be  fixed  by the  Board of  Directors,  either  at the
principal  office of the  Corporation  or at such other place,  either within or
without  the  State  of West  Virginia,  as the  Board of  Directors  may fix by
resolution.  The Board of Directors may by  resolution  authorize any officer or
officers to fix the date, time and place of such annual meeting.

         Section II. Special  Meeting.  Special meetings of the shareholders may
be  called  at  any  time  by  the  Board  of   Directors,   the  President  and
Secretary-Treasurer,  or any number of shareholders  holding in the aggregate at
least  one-tenth of the number of shares  entitled to vote at the meeting.  Such
meetings  shall be held at the principal  office of the  Corporation  unless the
Board of Directors or other  persons  calling such meeting  shall fix some other
place for the  meeting,  in which event the meeting  shall be held at such other
place, which may be either within or without the State of West Virginia.

         Section  III.  Notice of  Meetings.  Notice of the annual and all other
meetings of the shareholders shall be given by written notice stating the place,
day and hour of the meeting,  and, in the case of a special meeting, the purpose
or purposes for which and the officers or persons by whom the meeting is called,
and shall be delivered not less than ten and not more than fifty days before the
date of the meeting,  either personally or by mail. If mailed, such notice shall
be deemed to be delivered  when deposited in the United States mail addressed to
the shareholder at his last post office address  appearing on the records of the
Corporation,  with  postage  thereon  prepaid.  It  shall  be the  duty of every
shareholder  to furnish  the  Secretary-Treasurer  of the  Corporation  his post
office  address  and to notify the  Secretary-Treasurer  of any change  therein.
Notice of all meetings shall be given to each  shareholder of record entitled to
vote at the meeting.

         Section IV.  Nominations for Director.  Nominations for election to the
Board of Directors  may be made by the Board of Directors or by any  shareholder
of any outstanding  class of capital stock of the  Corporation  entitled to vote
for the  election  of  directors.  Nominations,  other  than those made by or on
behalf of the existing Board of Directors of the  Corporation,  shall be made in
writing  and shall be  delivered  or mailed  to the  Secretary-Treasurer  of the
Corporation,  not  less  than 14 days  and not  more  than 50 days  prior to any
meeting of shareholders called for the election of directors, provided, however,
that if less than 21 days' notice of the meeting is given to shareholders,  such
nominations  shall be  mailed or  delivered  to the  Secretary-Treasurer  of the
Corporation  not later than the close of business  on the seventh day  following
the day on which the  notice of  meeting  was  mailed.  Such  nominations  shall
contain  the  following  information  to  the  extent  known  to  the  notifying
shareholder:  (a) the  name  and  address  of  each  proposed  nominee;  (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the Corporation  that will be voted for each proposed  nominee;
(d) the name and  residence  address of the notifying  shareholder;  and (e) the
number of shares of  capital  stock of the  Corporation  owned by the  notifying
shareholder.  Nominations not made in accordance  herewith may be disregarded by
the chairman of the meeting, in his discretion, and, upon his instructions,  the
vote tellers may disregard all votes cast for each such nominee.


                                                          32

<PAGE>




         Section V. Closing of Transfer  Books or Fixing  Record  Date.  For the
purpose  of  determining  shareholders  entitled  to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders  entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
shareholders  for any  other  proper  purpose,  the  Board of  Directors  of the
Corporation  may designate a record date and may provide that the stock transfer
books of the Corporation  shall be closed for a stated period but not to exceed,
in any case,  fifty (50) days. If the stock  transfer  books shall be closed for
the purpose of  determining  shareholders  entitled to notice of or to vote at a
meeting of  shareholders,  such books shall be closed for at least ten (10) days
immediately preceding such meeting.

         Section VI. Proxies. At all meetings of shareholders, a shareholder may
vote in  person  or by  written  proxy.  Such  proxy  shall  be  filed  with the
Secretary-Treasurer  of the  Corporation  before or at the time of the  meeting.
Proxies  shall be valid for only one meeting to be  specified  therein,  and any
adjournment of such meeting, unless otherwise provided in the proxy and shall be
filed with the records of the  meeting.  No proxy  shall be valid  after  eleven
months from the date of its execution, unless otherwise provided in the proxy.

         Section VII. Quorum and Voting. A majority of the outstanding shares of
the  Corporation  entitled  to vote,  represented  in person or by proxy,  shall
constitute a quorum at any meeting of  shareholders.  If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
an adjourned  meeting at which a quorum is present or represented,  any business
may be transacted  which could have been  transacted  at the meeting  originally
called.  The  shareholders  present at a duly organized  meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
shareholders  to leave  less  than a quorum.  At a meeting  in which a quorum is
present,  the  affirmative  vote of a majority of the shares  represented at the
meeting and entitled to vote on the matter shall be the act of the shareholders,
except in the matter of election of directors,  and unless the vote of a greater
number,  or other vote, is required by law or the Articles of  Incorporation  or
By-Laws of the  Corporation.  Except as  otherwise  provided  by law,  or by the
Articles of Incorporation or By-Laws of the Corporation,  each outstanding share
shall be entitled to one vote on each matter  submitted to a vote at any meeting
of the shareholders.

         Section  VIII.  Record  of  Meetings.  A  record  shall  be kept of the
meetings of the  shareholders  and the action taken at the same,  which shall be
verified by the  signature of the chairman of the meeting and the person  acting
as secretary thereof.

         Section IX. Action by Shareholders  Without Meeting.  Whenever the vote
of the shareholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action,  the meeting and vote of such shareholders
may be dispensed with if all of the shareholders who would have been entitled to
vote upon the action,  if such meeting were held, shall agree in writing to such
corporate  action being  taken,  and such  agreement  shall have like effect and
validity  as though the action  were duly taken by the  unanimous  action of all
shareholders  entitled to vote at a meeting of such shareholders duly called and
legally held.

         Section X. Waiver of Notice.  Where notice of publication of any notice
is  required,  the same may be waived in writing  signed by the  shareholder  or
shareholders  entitled to such  notice,  filed with the records of the  meeting,
whether before or after the time stated therein. Any meeting of the shareholders
at which every  shareholder  is present or  represented by proxy shall be valid,
notwithstanding lack or insufficiency of notice.

ARTICLE III.  BOARD OF DIRECTORS

         Section I. General  Powers.  The Board of Directors of the  Corporation
shall  have power to manage  and  administer  the  business  and  affairs of the
Corporation.  Except as expressly  limited by law, all  corporate  powers of the
Corporation shall be vested in and may be exercised by said Board.

         Section II. Number, Qualifications and Term. The Board shall consist of
not less than five nor more than  twenty-five  shareholders of the  Corporation,
the  exact  number  within  such  minimum  and  maximum  limits  to be fixed and
determined from time to time by resolution of a majority of the full Board or by
resolution of the shareholders at any meeting thereof; provided, however, that a
majority of the full Board of Directors may not increase the number of directors
to a number  which (i)  exceeds  by more than two the number of  directors  last
elected by the shareholders  where such number was fifteen or less and (ii) to a
number which  exceeds by more than four the number of directors  last elected by
the  shareholders  where such number was sixteen or more,  but in no event shall
the number of


                                                          33

<PAGE>



directors exceed twenty-five. The directors shall be classified, with respect to
the time for which they  severally hold office,  into three  classes,  as nearly
equal in number as  possible,  as  determined  by the Board of  Directors of the
Corporation. At each annual meeting of the shareholders of the Corporation,  the
successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of shareholders
held in the third  year  following  the year of their  election  or until  their
successors  are elected and  qualified.  Directors  need not be residents of the
State of West Virginia. No person shall be nominated to be, or shall serve as, a
director of the  Corporation  who shall have attained the age of seventy (70) on
or before the  meeting at which said person is to be elected or  appointed  as a
director;  provided,  however, that the members of the Board of Directors of the
Corporation on May 5, 1987, shall be exempt from the foregoing requirement.

         Section III. Elections.  If at any meeting of shareholders for election
of directors, there are to be elected directors of more than one class, separate
elections  shall be held for the directors to be elected in each such class.  In
all  elections of directors  each  shareholder  shall have the right to vote, in
person or by proxy,  the number of shares owned by him and entitled to vote, for
as many persons as there are directors to be elected in such  election,  and for
whose  election he has a right to vote,  or he may  cumulate  such votes in such
election and give one  candidate as many votes as the number of directors in the
class to be elected  multiplied  by the number of his shares shall equal;  or he
may  distribute  them in such  election  on the  same  principle  among  as many
candidates and in such manner as he shall desire.

         Section IV.  Removal of  Directors.  The  shareholders,  at any meeting
thereof called expressly for the purpose,  may remove any director or the entire
Board of Directors,  with or without cause, by vote of the holders of a majority
of the shares  entitled to vote at an election of  directors.  However,  if less
than the entire Board is to be removed,  no one of the  directors may be removed
if the votes cast against his removal would be sufficient to elect him.

         Section V.  Meetings.  After the annual  meeting of  shareholders,  the
Secretary-Treasurer shall notify the directors-elect of their election and shall
notify  all  directors  of the time at which  they are  required  to meet at the
principal  office of the Corporation for the purpose of organizing the new Board
and electing and appointing officers of the Corporation for the succeeding year.
Such meeting shall be held on the day of the election,  or as soon thereafter as
practicable,  and, in any event, within thirty days thereof. Regular meetings of
the Board of Directors shall be held, without notice, at the principal office of
the Corporation as the Board may, from time to time, designate.  The Chairman of
the Board, the President or any three directors may call special meetings of the
Board of Directors.  Each member of the Board of Directors shall be given notice
stating the time and place of such special  meeting,  by written  notice thereof
mailed to each director, or by telegram or telephone,  or in person. Notice of a
special  meeting  shall  be given at  least  two  days  before  the time of such
meeting.  Except as  otherwise  provided by law,  the notice of any such special
meeting need not specify the purpose of or the business to be  transacted at the
special meeting.

         Section  VI.  Quorum.  A  majority  of the number of  directors  of the
Corporation as fixed pursuant to those  By-Laws,  shall  constitute a quorum for
the  transaction  of business at any meeting of the Board of Directors;  but, if
less than such  majority is present at a meeting,  a majority  of the  Directors
present may adjourn the meeting from time to time without  further  notice.  The
act of a majority of the directors present at any meeting of directors, at which
a quorum is present, shall be and constitute the act of the Board of Directors.

         Section VII. Action by Directors Without Meeting.  Whenever the vote of
directors  at a  meeting  thereof  is  required  or  permitted  to be  taken  in
connection with any corporate action, the meeting and vote of such directors may
be dispensed with if all the directors  shall agree in writing to such corporate
action being taken,  and such  agreement  shall have like effect and validity as
though the action were duly taken by the unanimous  action of all directors at a
meeting thereof duly called and legally held.

         Section  VIII.  Vacancies.  Any  vacancy  in  the  Board  of  Directors
resulting from the removal of a director shall be filled by the  shareholders of
the meeting at which such removal  occurs.  Any  directorship to be filled by an
increase in the number of directors, from the failure of the shareholders to act
or  occurring  from any other cause may be filled by the  affirmative  vote of a
majority  of the  remaining  directors,  though  less than a quorum.  A director
elected or appointed,  as the case may be, to fill a vacancy shall be elected or
appointed for the unexpired term of his predecessor in office.  Any directorship
to be filled by reason of an increase in the number of  directors  may be filled
by the Board of Directors  for a term of office  continuing  only until the next
election of directors.

         Section IX.  Waiver of Notice.  Any meeting of the directors may be
held by agreement in writing signed by all the directors, and where notice of
any meeting is required, a waiver thereof in writing, signed by the director or

                                                          34

<PAGE>



directors  entitled to notice,  filed with the records of the  meeting,  whether
before or after the time stated  therein,  shall be  equivalent to the giving of
such  notice.  Attendance  of a  director  at a meeting of the  directors  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully  called or  convened.  Except as provided in
the next  preceding  sentence,  any  meeting  of the  directors  at which  every
director  is  present  in  person  shall  be  valid,   notwithstanding  lack  or
insufficiency of notice.

         Section X. Conflicts of Interest.  No contract or  transaction  between
the Corporation and any one or more of its directors, or between the Corporation
and any other corporation,  firm, association, or entity in which one or more of
its directors are directors or officers, or are financially interested, shall be
either void or voidable  because of such  relationship  or interest,  or because
such director or directors are present at the meeting of the Board of Directors,
or a committee thereof, which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted for such purpose, if:

                       (g)  The  fact  of  such   relationship  or  interest  is
                       disclosed or known to the Board of Directors or committee
                       which authorizes,  approves,  or ratifies the contract or
                       transaction  by a vote  or  consent  sufficient  for  the
                       purpose  without  counting  the votes or consents of such
                       interested directors; or

                       (h)  The  fact  of  such   relationship  or  interest  is
                       disclosed or known to the shareholders  entitled to vote,
                       and they  authorize,  approve  or  ratify  such  contract
                       transaction by vote or written consent; or

                       (i)  The contract or transaction is fair and reasonable
                       to the Corporation.

Common or interested  directors may be counted in determining  the presence of a
quorum at a meeting  of the Board of  Directors  or a  committee  thereof  which
authorizes, approves, or ratifies such contract or transaction. On any questions
involving the authorization,  approval,  or ratification of any such contract or
transaction,  the names of those  voting each way shall be entered on the record
of the proceedings.

         Section XI. Record of the Board.  The Board of Directors shall cause to
be kept a record of its  proceedings,  which shall be verified by the signatures
of the persons  acting as chairman and  secretary of the meeting.  Any member of
the Board of  Directors,  at his request,  shall have the right to have his vote
recorded in the minutes of the meeting on any questions coming before the Board.

         Section XII.  Meeting by Conference  Call. At the option of the officer
presiding over any meeting of the Board of Directors,  one or more directors may
participate  in a meeting of the Board or of a committee of the Board,  by means
of a  telephone  conference  call  or  other  type of  communication  equipment,
provided that all persons  participating in the meeting can hear and communicate
with each other. All directors so participating  shall be deemed present at such
meeting for  purposes of  determining  a quorum and  otherwise  conducting  such
business as may be transacted during such meeting.

         Section  XIII.  Directors  Emeriti.  The Board of Directors may appoint
directors emeriti to serve in an advisory capacity.  Directors emeriti shall not
be entitled to vote, nor shall they be counted in  determining  whether a quorum
of directors is present at any meeting of directors, but for all other purposes,
including without  limitation,  the  indemnification  provisions of Article X of
these  By-Laws,  shall be  deemed to be  directors  of the  corporation  without
distinction between directors and directors emeriti.  Directors emeriti shall be
appointed at the regular meeting of the Board of Directors immediately following
the annual meeting of shareholders,  or at any regular meeting of the board, and
shall  hold  office  until the next  succeeding  regular  meeting  of  directors
following the annual  meeting of  shareholders  and until their  successors  are
appointed.

ARTICLE IV.  COMMITTEES OF THE BOARD

         Section I. Examining  Committee.  There shall be an Examining Committee
composed of not less than three (3) Directors,  exclusive of any officers of the
Corporation,  appointed by the Board annually or more often, whose duty it shall
be to make an  examination at least once during each calendar year and within 15
months of the last such examination into the affairs of the Corporation or cause
suitable  examinations to be made by auditors  responsible  only to the Board of
Directors and to report the result of such  examination  in writing to the Board
at the next meeting thereafter.  Such report shall state whether the Corporation
is in a sound condition, whether adequate


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<PAGE>



internal controls and procedures are being maintained and shall recommend to the
Board such changes in the manner of conducting the affairs of the Corporation as
shall be deemed advisable.

         Section II. Other Committees.  The Board of Directors may appoint, from
time to time, from its own members, other committees of one or more persons, for
such purposes and with such powers as the Board may determine.

ARTICLE V.  OFFICERS

         Section  I.  Number.  The  officers  of  the  Corporation  shall  be  a
President, one or more Vice-Presidents, and a Secretary-Treasurer,  each of whom
shall be elected by the Board of  Directors.  Such other  officers and assistant
officers as may be deemed  necessary may be elected or appointed by the Board of
Directors.  Any two or more offices may be held by the same  person,  except the
offices of President and Secretary-Treasurer.

         Section II.  Compensation.  The Board of Directors of the Corporation
shall have the authority to fix the compensation of all officers, including
members of the Board of Directors.

         Section  III.  Election  and  Term  of  Office.  The  officers  of  the
Corporation  shall  be  elected  annually  by  the  Board  of  Directors  at the
organizational  meeting of the Board of Directors held after each annual meeting
of the  shareholders.  If the  election  of  officers  shall not be held at such
meeting,  such election shall be held as soon  thereafter as  practicable.  Each
officer  shall hold office until the next annual  election of officers and until
his successor is duly elected and qualified.

         Section IV.  Removal.  Any officer may be removed by a majority vote of
the Board of Directors  whenever,  in its  judgment,  the best  interests of the
Corporation will be served thereby,  but such removal shall be without prejudice
to the  contract  rights,  if any, of the persons so  removed.  The  election or
appointment of any officer of the  Corporation  shall not of itself be deemed to
create any contract right.

         Section V.  Chairman of the Board.  The Board of Directors  may appoint
one of its members to be  Chairman of the Board to serve at the  pleasure of the
Board. Such person shall preside at all meetings of the Board of Directors.  The
Chairman of the Board shall  supervise the carrying out of the policies  adopted
or  approved by the Board,  and shall also have and may  exercise  such  further
powers and duties as from time to time may be conferred  upon or assigned to him
by the Board of Directors.

         Section VI. President.  The Board of Directors shall appoint one of its
members to be President of the Corporation.  In the absence of the Chairman, the
President  shall preside at any meeting of the Board.  The President  shall have
general  executive  powers,  and shall have and may  exercise  any and all other
powers and duties  pertaining by law,  regulation,  or practice to the Office of
President or imposed by these  By-Laws.  The  President  shall also have and may
exercise  such  further  powers and duties as from time to time may be conferred
upon or assigned to him by the Board of Directors.

         Section VII. Vice-President.  The Board of Directors may appoint one or
more Vice-Presidents.  Each Vice- President shall have such powers and duties as
may be  conferred  upon  or  assigned  to him by the  Board  of  Directors.  One
Vice-President shall be designated by the Board of Directors,  in the absence of
the President, to perform all of the duties of the President.

         Section VIII. Secretary-Treasurer. The Board of Directors shall appoint
a Secretary-Treasurer, or other designated officer who shall be secretary of the
Board and of the  Corporation,  and shall keep accurate minutes of all meetings.
The  Secretary-Treasurer  shall attend to the giving of all notices  required by
these By-Laws to be given;  shall be custodian of the corporate  seal,  records,
documents and papers of the Corporation; shall provide for the keeping of proper
records of all transactions of the Corporation;  shall have and may exercise any
and all other powers and duties pertaining by law, regulation or practice to the
offices of Secretary and Treasurer or imposed by these  By-Laws;  and shall also
have such other powers and perform such other duties as may be conferred upon or
assigned to him, from time to time, by the Board of Directors.

         Section IX. Other  Officers.  The Board of Directors may appoint one or
more Assistant  Vice-Presidents,  one or more Assistant  Secretaries,  Assistant
Treasurers  and such other officers as from time to time may appear to the Board
of  Directors  to be  required or  desirable  to  transact  the  business of the
Corporation.  Such officers shall respectively  exercise such powers and perform
such duties as pertain to their several offices, or as may be


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<PAGE>



conferred  upon or assigned to them by the Board of  Directors,  the Chairman of
the Board or the President of the Corporation.

ARTICLE VI. INVESTMENTS, LOANS, AND DEPOSITS

         Section I.  Investments.  No investments shall be contracted on behalf
of the Corporation and no payment for investments shall be issued in its name
unless authorized by a resolution of the Board of Directors.  Such authority may
be general or combined to specific instances.

         Section II.  Loans.  No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such authority may be
general or confined to specific instances.

         Section III. Checks,  Drafts,  etc. All checks,  drafts or other orders
for the payment of money, notes or other evidence of indebtedness  issued in the
name of the Corporation,  shall be signed by such officer or officers,  or agent
or agents,  of the  Corporation  in such manner as shall,  from time to time, be
determined by resolution of the Board of Directors.

         Section  IV.  Deposits.  All  funds of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks,  trust companies or other  depositories as the Board of Directors
may select.

ARTICLE VII.  STOCK AND STOCK CERTIFICATES

         Section I.  Certificate of Stock. The Board of Directors shall cause to
be issued to any  person  appearing  on the books of the  corporation  to be the
owner of any shares of its stock, a certificate or certificates therefor,  under
the  corporate  seal of the  Corporation,  to be signed by the  President,  or a
Vice-President,  and the Secretary- Treasurer, or an Assistant Secretary, of the
Corporation.  Each certificate  representing  shares of the capital stock of the
Corporation  shall state on the face thereof that the  Corporation  is organized
under the laws of the  State of West  Virginia;  the name of the  person to whom
issued;  the number and class of shares which such certificate  represents;  and
the par value of each share represented by such certificate; and shall otherwise
be in such form as the Board of Directors may adopt. Such certificates  shall be
issued   in   order   from  a  stock   certificate   book  to  be  kept  by  the
Secretary-Treasurer  under the  supervision  of the Board.  No such  certificate
shall be issued or delivered until the stock represented  thereby has been fully
paid for; such payment may be made in cash, in property, tangible or intangible,
or in labor or services  actually  performed  for the  corporation,  but neither
promissory  notes nor future  services  shall  constitute  such  payment or part
payment.

         Section  II.  Transfer  of Stock.  Shares of the  capital  stock of the
Corporation  shall be transferable only upon the books of the Corporation by the
holder thereof in person or by attorney upon surrender and  cancellation  of the
certificate for the same.

         Section III. Lost Certificates. When a person, who appears by the books
of the  Corporation to own stock therein,  claims that the  certificate for such
stock has been lost, destroyed,  or wrongfully taken, the proper officers of the
Corporation  shall  issue to him a  certificate  in place and stead of the lost,
destroyed, or wrongfully taken certificate,  if he shall request the issuance of
a new certificate before the Corporation has notice that the old certificate has
been acquired by a bona fide  purchaser,  upon his compliance with the following
conditions:

                       (a) he shall  file  with the  Secretary-Treasurer  of the
                       Corporation  an affidavit  setting forth the time,  place
                       and circumstances of the loss, destruction, or taking, to
                       the best of his knowledge and belief; and

                       (b) he shall  execute  and deliver to the  Corporation  a
                       bond with good  security  in a penalty at least  equal to
                       the value of the shares of stock represented by the lost,
                       destroyed,  or  wrongfully  taken  certificate,  in  form
                       approved  by the Board of  Directors,  to  indemnify  the
                       Corporation  and all persons whose rights may be affected
                       by the issuance of the new  certificate  against any loss
                       in consequence of the issuance of the new certificate.

         A new  certificate  may be issued,  in the  discretion  of the Board of
         Directors,  without  compliance with the foregoing  requirements,  upon
         such terms and conditions as the Board of Directors may prescribe.


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<PAGE>



         ARTICLE VIII.  FISCAL YEAR

                  The fiscal year of the  Corporation,  for  accounting  and tax
         purposes, shall begin on the 1st day of January and end on the 31st day
         of December of each year.

         ARTICLE IX.  CORPORATE SEAL

                  The  President,   Secretary-Treasurer  or  any  other  officer
         thereunto designated by the Board of Directors, shall have authority to
         affix the Corporation's  seal to any document  requiring such seal, and
         to attest the same. The seal to be here impressed,  containing the name
         of the  Corporation and the words  "Corporate  Seal, West Virginia," is
         hereby adopted as the seal of the Corporation.

                                                        ( Impression )

                                                             (of)

                                                           ( Seal )

         ARTICLE X.  INDEMNIFICATION

                  It shall be the policy of the  Corporation  to  indemnify  any
         person who serves, or has served, as a director,  officer,  employee or
         agent of the  Corporation,  or who serves or has served as a  director,
         officer,  partner,   employee,  or  agent  of  any  other  corporation,
         partnership,  joint  venture,  trust or  enterprise  at the  request or
         direction of the Corporation,  against expenses  (including  attorneys'
         fees), judgments,  fines, taxes,  penalties,  interest, and payments in
         settlement,  in connection  with any  threatened,  pending or completed
         action or  proceeding,  and to pay any such  expenses in advance of the
         final disposition of any such action or proceeding,  to the full extent
         contemplated and permitted by Section 9 of Chapter 31, Article 1 of the
         Code of West  Virginia  of 1931,  as  amended,  upon  such  finding  or
         determination as shall be requisite or appropriate  under said section;
         and  the  Corporation  is  specifically  empowered  and  authorized  to
         purchase and maintain, at the expense of the Corporation,  insurance on
         behalf  of any  such  director,  officer,  partner,  employee  or agent
         against any liability  asserted  against him or her in such capacity or
         arising  out  of his  or  her  status  as  such,  whether  or  not  the
         Corporation  would  have the  power to  indemnify  him or her under the
         provisions of said section.

         ARTICLE XI.  AMENDMENTS

                  These  By-Laws  may be  amended  by the  Board  of  Directors;
         subject,  however, to the power of the shareholders to repeal or change
         any amendment made by the Board of Directors by  affirmative  vote of a
         majority of the stock then issued and  outstanding and entitled to vote
         thereon; and in the event of any conflict, the vote of the shareholders
         shall be controlling.


















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<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.