FORM 10-Q

                SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.   20549

           Quarterly Report Under Section 13 or 15 (d)
              of the Securities Exchange Act of 1934


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

For the quarterly period ended   March 31, 1997

                                OR

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

For the transition period from  _____________________to____________________

For Quarter Ended ______________        Commission file number     0-15729


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

          VIRGINIA                                54-1377250
     State or other jurisdiction of          (I. R. S. Employer)
     incorporation or organization           Identification No.)

     29 College Drive
     P. O. Box 1199, Bluefield, VA                   24605
(Address of Principal Executive Offices)           (Zip Code)

Registrant's telephone number including area code (540) 322-2242

___________________________________________________________________
(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 ___.

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of March 31, 1997.

Common stock, $2 par value - 6,650,083 shares.

                              INDEX

                                                               Page
                                                               No.
Part I.    Financial Information:

      Item 1.  Financial Statements                         
               Consolidated Balance Sheets -                
               March  31, 1997 and December 31, 1996             3

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

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

               Consolidated Statements of Cash Flows        
                Three Months Ended March  31,              
                1997 and 1996                                    6
                                                                 
              Notes to Consolidated Financial Statements      7-10
                    
              Supplemental Financial Data 
               (Tables I - III)                              11-13
                   
      Item 2.  Management's Discussion and Analysis of      
                Financial Condition and Results of      
                Operations                                   14-16
                                            
Part II.   Other Information:

           Item 1.  Legal Proceedings                           17
           Item 2.  Changes in Securities                       17
           Item 3.  Defaults Upon Senior Securities             17
           Item 4.  Submission of Matters to a Vote of          17
           Item 5.  Security Holders Other Information          17
           Item 6.  Exhibits and Reports on Form 8-K            17
                                                                 

ITEM 1.   FINANCIAL INFORMATION:

         PREMIER BANKSHARES CORPORATION AND AFFILIATES
                  CONSOLIDATED BALANCE SHEETS
                   (In Thousands of Dollars)
<TABLE>
                                              March 31,  December 31,
                                                1997          1996
<S>                                            <C>           <C>
ASSETS:                                                            
Cash and Due From Banks                     $  26,544     $  28,086
Securities Held to Maturity (Approximate                           
 Market Value $28,850 in 1997; 
 $34,192 in 1996)                              28,604        33,789
Securities Available for Sale (Amortized 
Cost $151,505 in 1997)  $158,896 in 1996)     148,679       157,306
Federal Funds Sold                             15,281         9,130
Loans, Net of Unearned Income of $3,619 in    
 1997, $4,430 in 1996  and Allowance for 
 Loan Losses Of $5,576 in 1997 and      
 $5,713 in 1996                               502,736       492,215
Bank Premises and Equipment                    16,950        17,483
Other Assets                                   22,701        23,095
      TOTAL ASSETS                          $ 761,495     $ 761,104
LIABILITIES:                                                       
Deposits:                                                          
  Demand                                    $  82,247        82,013
  Interest-bearing Demand                      89,038        86,844
  Savings                                     136,306       134,980
  Large Denomination Certificates                                  
    of Deposit                                 56,157        51,972
  Other Time                                  303,164       309,989
         TOTAL DEPOSITS                     $ 666,912     $ 665,798
Short-term Debt                                 8,499        10,347
Other Liabilities                               6,829         6,394
Long-term Debt                                                     
TOTAL LIABILITIES                           $ 682,240     $ 682,539
                                                                   
SHAREHOLDERS' EQUITY:                                              
Capital Stock-Common-$2 Par                                        
  10,000,000 Authorized; 6,650,083                                 
  Shares Issued in 1997 and 1996            $  13,300     $  13,300
Surplus                                        18,696        18,696
Undivided Profits                              49,154        47,646
Net Unrealized Gain (Loss) on Securities      (1,895)       (1,077)
      TOTAL STOCKHOLDERS' EQUITY            $  79,255     $  78,565
      TOTAL LIABILITIES AND                                        
        STOCKHOLDERS' EQUITY                $ 761,495     $ 761,104
</TABLE>

Notes to financial statements are an integral part of these
statements.


              PREMIER BANKSHARES CORPORATION AND AFFILIATES
                    CONSOLIDATED STATEMENTS OF INCOME
                        (In Thousands of Dollars)
<TABLE>
                                                  Three Months Ended
                                                       March 31,
                                                     1997     1996
<S>                                                <C>        <C>
INTEREST INCOME:                                                    
Loans and Fees                                    $ 11,721 $  10,160
Federal Funds Sold                                     203       332
Securities Held to Maturity                            933     1,008
Securities Held for Sale                             1,636     2,692
     Total Interest Income                        $ 14,493 $  14,192
INTEREST EXPENSE:                                                   
Demand Deposits                                   $    507 $     514
Savings Deposits                                       980     1,068
Large Denomination Certificates                                     
  of Deposit                                           757       738
Other Time Deposits                                  3,814     4,197
Short-term Debt                                        106       194
                                                                    
     Total Interest Expense                       $  6,164 $   6,711
     Net Interest Income                          $  8,329 $   7,481
                                                                    
ADDITION TO ALLOWANCE FOR LOAN                                      
AND LEASE LOSSES                                       140        35
     Net Interest Income After Addition                                     
     to Allowance for Loan and Lease Losses       $  8,189 $   7,446

OTHER INCOME:                                                       
Service Charges on Deposit Accounts               $    669 $     688
Trust Department Income                                 60        41
Other Service Changes, Commissions and Fees            403       510
Other Operating Income                                 165       110
Security Gains (Losses)                                  4      (34)
     Total Other Income                           $  1,301 $   1,315
OTHER EXPENSES:                                                     
Salaries                                          $  2,384 $   2,268
Employee Benefits                                      539       585
Occupancy Expenses                                     317       317
Furniture and Equipment Expenses                       322       309
Other Operating Expenses                             2,456     1,939
     Total Other Expense                          $  6,018 $   5,418
Income Before Income Taxes                        $  3,472 $   3,343
Applicable Income Taxes                              1,033       840
     Net Income                                   $  2,439 $   2,503
NET INCOME PER SHARE                              $   0.37 $    0.38
CASH DIVIDENDS PER SHARE                          $   0.14 $    0.12
</TABLE>

The notes to financial statements are an integral part of these statements.

           PREMIER BANKSHARES CORPORATION AND AFFILIATES
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     (In Thousands of Dollars)
<TABLE>

                                                Three Months Ended
                                                     March 31,
                                                 1997        1996
<S>                                              <C>         <C>
Balance at Beginning of Year                  $  78,565  $   73,223
Net Income                                        2,439       2,503
Cash Dividends Declared                           (931)       (798)
Other                                                           (7)
Change in Valuation Allowance for                 (818)     (1,490)
  Securities
Balance at End of Period                      $  79,255  $   73,431


</TABLE>


The notes to financial statements are an integral part of these
statements.


  
            PREMIER BANKSHARES CORPORATION AND AFFILIATES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (In Thousands of Dollars)
<TABLE>
                                                        Three Months Ended
                                                                March 31,
                                                             1997      1996
<S>                                                         <C>       <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:                                  
     Net Income                                        $    2,439 $   2,503
     Adjustments to Reconcile Net Income to Cash      
       Provided by Operating Activities:
        Depreciation and Amortization of Premises             
         and Equipment                                        304       299
       Provision for Loan Losses                              140        35
       Amortization of:
        Goodwill and Intangibles                              278       249
        Premiums and Accretion of Discounts, Net              211       264
       Sale of Originated Loans                               325          
       Security (Gains) Losses                                (4)        34
       Decrease (Increase) in Other Assets                    118     (378)
       Increase (Decrease) in Other Liabilities               435   (2,449)
        Net Cash Provided by Operating Activities      $    4,256 $     557
   
   CASH FLOWS FROM INVESTING ACTIVITIES:      
     Net (Incrase) Decrease in Temporary Investments   $  (6,151) $   8,901
     Sale of Securities Available for Sale                  1,475     8,128
     Maturities of Securities Available for Sale           10,125  (28,464)
     Purchases of Securities Available for Sale           (3,981)     9,374
     Maturities of Securities Held to Maturity              5,168     1,794
     Purchase of Securities Held to Maturity
     Net Increase in Customer Loans                      (10,986)  (20,448)
     Premises and Equipment Expenditures                     (83)     (230)
     Sales of Premises and Equipment                           310       20
       Net Cash (Used in) Provided by Investing        
       Activities                                      $    (4,123) $(7,867)
   
   CASH FLOWS FROM FINANCING ACTIVITIES:     
     Net Increase (Decrease) in Demand Deposits,
      Now and Savings Accounts                         $    3,784 $   (489)
     Net (Decrease) Increase in Time Deposits             (2,640)     3,675
     Borrowings of Long-term Debt                           
     Payments on Long-term Debt
     Net Decrease in Short-term Debt                      (1,848)     (503)
     Cash Dividends Paid                                    (931)     (797)
       Net Cash Provided by (Used in) Financing
        Activities                                     $  (1,665) $   1,886
       Net Increase in Cash and Due from Banks         $  (1,542) $ (5,424)

    CASH AND DUE FROM BANKS:                                               
     Beginning                                             28,086    28,957
     Ending                                            $   26,544 $  23,533
   Supplemental Disclosures of Cash                                        
    Flow Information:                                                       
     Cash Payments for Interest Paid:                                      
       To Depositors                                   $    6,119 $   4,598
       On Federal Funds Purchased and Securities Sold 
         Under Agreement to Repurchase                 $      107 $     194
       Income Taxes                                    $    1,047 $     124
  
</TABLE>
  The notes to financial statements are an integral part of these
  statements.
  

          PREMIER BANKSHARES CORPORATION AND AFFILIATES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  
  
  1.   General
  
    The consolidated statements include the accounts of Premier and its
     affiliates.  All significant intercompany balances and transactions have
     been eliminated.  In the opinion of management, the accompanying
     unaudited consolidated financial statements contain all adjustments
     (consisting of only normal recurring accruals) necessary to present
     fairly the financial positions as of March 31, 1997, and December 31,
     1996, and the results of operations and cash flows for the three months
     ended March 31, 1997 and 1996.
  
    The results of operations for the three months ended March 31, 1997, are
     not necessarily indicative of the results to be expected for the full
     year.
  
  2.   Investment Securities
  
       Carrying amounts and fair values of securities being held to maturity
  are summarized as follows:
       
<TABLE>
       
                                                      March 31, 1997
                                                Gross     Gross       Estimated
                                    Amortized  Unrealized Unrealized  Market
                                       Cost     Gains     Losses      Value
                                            (In Thousands of Dollars)

<S>                                  <C>        <C>       <C>         <C>
U.S. Treasury Securities          $           $        $           $       
U.S. Government Agencies and 
 Corporations                         28,064     398       152        28,850
Obligations of States and
 Political Subdivisions
Other Debt Securities
                                  $    28,064 $   398  $   152      $ 28,850
</TABLE>
       
<TABLE>
        
                                               December 31, 1996
                                               Gross       Gross      Estimated
                                    Amortized  Unrealized  Unrealized Market
                                     Cost      Gains       Losses     Value
                                          (In Thousands of Dollars)

<S>                               <C>          <C>         <C>          <C>
U.S. Treasury Securities     $       100                     2              98
U.S. Government Agencies and 
 Corporations                      1,950          1          18          1,933
Obligations of States and
 Political Subdivisions           30,412        607         200         30,819
Other Debt Securities              1,327         17           2          1,342
                             $    33,789        625         222         34,192
</TABLE>

2. Investment Securities (continued)
   Amortized cost and carrying amount (estimated fair value) of securities
   available for sale are summarized as follows:
<TABLE>
                                   
                                                   March 31, 1997

                                             Gross         Gross      Estimated
                               Amortized     Unrealized    Unrealized Market
                               Cost          Gains         Losses     Value
                                              (In Thousands of Dollars)
<S>                              <C>           <C>       <C>       <C>   
U.S. Treasury Securities    $     6,052  $             $     45  $    6,007
U.S. Government Agencies and
 Corporations                    41,873                     909      40,964
Obligations of States and 
 Political Subdivisions          42,223         592          92      42,723
Corporate Securities              1,032                       5       1,027
Mortgage-backed Securities       52,086                   2,168      49,918
Marketable Equity                 1,596                     193       1,403
Other Debt Securities             6,643          17          23       6,637

                            $   151,505  $      609    $  3,435  $  143,679
</TABLE>

<TABLE>
                                                         
                                                    March 31, 1996
                                            Gross        Gross       Estimated
                               Amortized    Unrealized   Unrealized  Market
                               Cost         Gains        Losses      Value
                                                (In Thousands of Dollars)
<S>                            <C>           <C>        <C>          <C>  
U.S. Treasury Securities   $     6,947    $     19     $        5 $    6,961
U.S. Government Agencies and       
 Corporations                   43,074           5            561     42,518
Obligations of States
 and Political Subdivisions     42,590         809            156     43,243
Corporate Securities             2,282           1              5      2,278
Mortgage-backed Securities      58,546          38          1,591     56,993
Marketable Equity                2,281           7            171      2,117
Other Debt Securities            3,176          20                     3,196
                          $    158,896    $    899      $   2,489 $  157,306
</TABLE>

<TABLE>
                                                   Three Months Ended
                                                          March 31,
                                                      1996         1995 
                                                    (In Thousands of Dollars)
       <S>                                            <C>         <C>   
       Gross proceeds from sales of securities     $  1,475    $   8,128   
                                                                           
       Gross Gains on Sale of Securities           $      4    $      28   
       Gross Losses on Sale of Securities                           (62)   
         Net Securities Losses                     $      4    $    (34)   
                                 
</TABLE>


           PREMIER BANKSHARES CORPORATION AND AFFILIATES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

3.   Loans
     The following is a summary of loans outstanding at the end of
     the periods indicated:
<TABLE>
                                            March 31,     December 31,
                                              1997              1996
                                           (In Thousands of Dollars)
    <S>                                      <C>            <C>  
    Commercial, Financial, and 
     Agricultural                         $    96,138   $    159,572
    Real Estate - Construction                 19,452         17,321
    Real Estate - Mortgage                    295,785        219,342
    Loans to Individuals                       94,718         99,807
    Others                                      5,838          6,316
                                              511,931        502,358
    Less Unearned Income                      (3,619)        (4,430)
                                              508,312        497,928
    Less Allowance for Loan and Lease Losses  (5,576)        (5,713)
                                          $   502,736   $    492,215
</TABLE>

     The following schedule summarizes the changes in the allowance
     for loan and lease losses:
<TABLE>

                                     March 31,  March 31,  December 31,
                                       1997       1996       1996
                                      (In Thousands of Dollars)
     <S>                             <C>         <C>       <C>                  
     Balance, Beginning             $ 5,713   $   5,430 $    5,430
     Provision Charged Against                                    
      Income                            140          35        880
     Changes Incident to Merger                                150
     Recoveries                          42          61        323
     Loans Charged Off                (319)       (250)    (1,070)
     Balance, Ending                $ 5,576   $   5,276 $    5,713

</TABLE>
     Nonperforming assets consist of the following:
<TABLE>
                                    March 31,    December 31,
                                      1997          1996
                                    (In Thousands of Dollars)
     <S>                              <C>           <C>   
     Nonaccrual Loans               $ 1,443    $        888
     Restructured Loans               1,033           1,078
     Nonperforming Loans              2,476           1,966
      Foreclosed Properties             684             718
     Nonperforming Assets           $ 3,160    $      2,684

</TABLE>
     Total loans past due 90 days or more and still accruing were
$2,701 on March 31, 1997 and $ 2,520 on December 31, 1996.


PREMIER BANKSHARES CORPORATION AND AFFILIATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued



4.     Short-term Debt
  
     Short-term debt consists of the following:

                                               March 31,    December 31,
                                                 1997            1996
                                              (In Thousands of Dollars)
                             
       Federal Funds Purchased and Securities Sold 
        Under Agreements to Repurchase         $     8,499     $    10,347
       Total Short-term Debt                   $     8,499     $    10,347


5.      Long-term Debt
       There was no long-term debt outstanding as of March 31, 1997.


6.      Earnings Per Share
      Earnings per share are computed on the weighted average common shares 
      outstanding of  6,650,083 for  the three months ended March 31, 1997 
      and 1996, respectively.


7.      Capital Requirements
      A comparison of the Company's capital as of March 31, 1997 with the 
      minimum requirements is presented below.
    
                                             Minimum
                                  Actual   Requirements
                                 
    Tier I Risk-based Capital     14.30 %       4.00 %
    Total Risk-based Capital      15.44 %       8.00 %
    Leverage Ratio                 9.34 %       4.00 %
    


                                                                     TABLE I

Consolidated Selected Financial Data
(Amounts in thousands, except per share data)
<TABLE>
                                                               1997       
<S>                                                         <C>      
Interest Income                                           $   14,493     
Interest Expense                                               6,164
Net Interest Income                                            8,329
Provision for Loan Losses                                        140
Net Income                                                     2,439
Per Share Data:                                                     
  Net Income                                                    0.37
  Cash Dividends Paid                                           0.14
Total Average Stockholders' Equity                        $   79,915
Total Average Assets                                      $  760,535
Ratios:                                                                  
  Average Stockholders' Equity 
   to Total Average Assets                                     10.51    %
  Return on Average Equity                                     12.21    %
  Return on Average Assets                                      1.28    %
</TABLE>

<TABLE>
                                                    1996
                                 Fourth     Third        Second        First    
                                Quarter     Quarter      Quarter     Quarter
<S>                            <C>          <C>         <C>          <C>     
Interest Income            $    14,319 $     14,366 $    14,217  $    14,192
Interest Expense                 6,164        6,298       6,496        6,711
Net Interest Income              8,155        8,068       7,721        7,481
Provision for Loan Losses          505          225         115           35
Net Income                       2,298        2,700       2,650        2,503
Per Share Data: 
  Net Income                      0.35         0.41        0.39         0.38
  Cash Dividends Paid             0.12         0.12        0.12         0.12
Total Average                                                       
  Stockholders' Equity          78,344       75,148     $73,879       73,987
Total Average Assets       $   747,757 $    744,853 $  $758,564  $   759,329
                                                   
                                                   
Ratios:                                                                       
 Average Stockholders' Equity
  to Total Average Assets        10.48 %      10.09 %      9.74  %      9.74  %
 Return on Aververage Equity     11.73 %      14.37 %     14.35  %     13.53  %
  Return on Average  Assets       1.23 %       1.45 %      1.40  %      1.32  %

</TABLE>


                                                                  TABLE II
DISTRIBUTION OF ASSETS, LIABILITIES, STOCKHOLDERS' EQUITY,
INTEREST RATES AND INTEREST DIFFERENTIAL

The following schedule presents the condensed consolidated average balance
sheets and the average rates earned and paid by Premier and its affiliates
on a fully taxable equivalent basis assuming a 34% tax rate for the three
months ended March 31, 1997 and 1996.  Nonaccruing loans are included in the
total loans.
<TABLE>

                                       1997                    1996
                        Average   Interest   Yield/  Average    Interest  Yield/
                        Balance   And Fees    Rate   Balance    And Fees  Rate
                                                                           
                       (In Thousands of Dollars)   (In Thousands of Dollars)
<S>                       <C>          <C>       <C>    <C>        <C>       <C>
Assets                                                                       
Interest-earning Assets:                                                     
  Loans and Leases     $502,546 $   11,759     9.36 %$413,270 $  10,160    9.83%
  Taxable Investment
   Securities           114,586      1,689     5.90   185,591     2,692    5.80
  Nontaxable Investment
   Securities            69,511      1,333     7.67    77,871     1,527    7.84
  Interest-bearing Deposits 
   with Other Banks Federal
   Funds Sold and Securities
   Purchased Under Agreements
   to Resell             15,761        203     5.15    23,868       332    5.56
    Total Interest-earning
     Assets            $702,404 $   14,984     8.53 %$700,600 $  14,711    8.40%
Noninterest-earning Assets:                                          
  Cash and Noninterest-       
   bearing Deposits    $ 24,011                      $ 23,343
  Premises and 
   Equipment, Net        17,380                        17,194
  Other Assets           22,440                        23,597
  Less Allowance for Loan
   and Lease Losses     (5,700)                       (5,405)
    Total Assets       $760,535                      $759,329                   

Liabilities and Stockholders' Equity
Interest-bearing Liabilities:                                
  Demand Deposits      $ 87,576 $      507     2.32 %$ 83,140 $     514    2.47%
  Savings Deposits      134,948        980     2.90   140,507     1,068    3.04
  Large Denomination Certificates
   of Deposit            55,190        757     5.49    53,813       738    5.49
  Other Time Deposits   305,512      3,814     4.99   310,963     4,197    5.40
  Short-term Borrowings   9,948        106     4.26    16,290       194    4.76
  Long-term Debt
    Total Interest-bearing   
     Liabilities       $593,174 $    6,164     4.16 %$604,713 $   6,711    4.44%
Noninterest-bearing Liabilities:
 Demand Deposits         81,033                        73,519
 Other Liabilities        6,413                         7,110
Stockholders' Equity     79,915                        73,987       
 Total Liabilities and     
  Stockholders' Equity $760,535                      $759,329
Net Interest Differential                      4.37 %                      3.96%
Net Interest Earnings  $  8,820                    $   8,000         
Net Yield on Interest-earning Assets           5.02 %                      4.57%

</TABLE>


                                                                 TABLE III

A summary of the increases and decreases of the items included in the
Consolidated Statements of Income are shown below:
<TABLE>
                                      
                                     Net Increases (Decreases)
                                        Three Months Ended
                                            March  31,               
                                          1997  and 1996
                                    (In Thousands of Dollars)
                                           Amount      Percent                
<S>                                     <C>          <C>
INTEREST INCOME:                              
  Interest and Fees on Loans         $     1,561       15.36 %
  Federal Funds Sold                       (129)     (38.86) 
  Interest on Investments Held to         
   Maturity Nontaxable                      (75)      (7.44)
  Interest on Securities Held for
   Sale, Taxable                         (1,056)     (39.23)
       Total Interest Income                 301        2.12          
                                                                        
INTEREST EXPENSE:
  Demand Deposits                            (7)      (1.36)          
  Savings Deposits                          (88)      (8.24) 
  Large Denomination Certificates
   of Deposits                                19        2.57 
  Other Time Deposits                      (383)      (9.13)
  Short-term Debt                           (88)     (45.36)
  Long-term Debt                               0           0
    Total Interest Expense                 (547)      (8.15)           
    Net Interest Income                      848       11.34           
                                                                        
ADDITION TO ALLOWANCE FOR LOAN                               
 LEASE LOSSES                                105      300.00 
    Net Interest Income After                                           
Addition to Allowance for                  
Loan and Lease Losses                        743        9.98 
                                                                        
OTHER INCOME:
  Service Charges on Deposit Accounts       (19)      (2.76)          
  Trust Department Income                     19       46.34 
  Other Service Charges,
   Commissions and Fees                    (107)     (20.98) 
  Other Operating Income                      55       50.00
  Security Gains (Losses)                     38         N/A
    Total Other Income                      (14)      (1.06)           
                                                                        
OTHER EXPENSES:
  Salaries                                   116        5.11          
  Employees Benefits                        (46)      (7.86) 
  Occupancy Expenses                           0           0
  Furniture and Equipment Expenses            13        4.21
  Other Operating Expenses                   517       26.66
    Total Other Expense                      600       11.07           
    Income Before Income Taxes               129        3.86          
    Applicable Income Taxes                  193       22.98
                                                                        
NET INCOME                           $      (64)      (2.56) %

</TABLE>

ITEM 2.   MANAGEMENT'S DISCUSSION:

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

OVERVIEW

Premier's  non-bank subsidiaries, Premier Bank Services Corporation  and
Professional  Financial  Services  of Virginia,  Inc.  remain  inactive.
Premier  formed  and  began operating a new non-bank  trust  subsidiary,
Premier  Trust  Company in January 1995.  In addition, Premier  acquired
the  former  Dickenson-Buchanan Bank located in Clintwood,  Virginia  at
year-end 1994 using the pooling-of-interest method of accounting.  Prior
year financial data reflects this acquisition.  Premier  recorded  seven
branches  purchased from Nationsbank, adding approximately  $116,000,000
in assets during the first three quarters 1995.

EARNINGS PERFORMANCE

      Net  income  for the first three months of 1997 was $2,439,000,  a
$64,000,  or  2.56%  decrease over the $2,503,000 earned  for  the  same
period   in  1996.   This  decrease  was  largely  the  result  of   two
nonrecurring  expenses (exercise of director and officer  stock  options
and  loss  on sale of former bank premises, explained below) along  with
increased provisions for loan losses which, together, offset an increase
in  net interest income.  Other less significant increases and decreases
accounted for the difference.   On a per share basis, net income for the
first three months of 1997 decreased to $0.37 compared to $0.38 for  the
same  period  in 1996.  There were 6,650,083 average shares  outstanding
for both the three months ending March 31, 1997 and 1996, respectively.

NET INTEREST INCOME

     Net interest income, before provision for loan losses for the three
months  ended  March 31, 1997 was $8,329,000 compared to  $7,481,000  in
1996,  an increase of $848,000, or 11.34%. The net interest differential
for  this  period  (the difference between the tax-equivalent  yield  on
interest-bearing   assets   and  the  rate  paid   on   interest-bearing
liabilities) increased 41 basis points for the three months ended  March
31,  1997  to  4.37%  compared to the same period  in  1996.   The  tax-
equivalent  yield  on earning assets increased from  8.40%  in  1996  to
8.53%,  or  13  basis points in 1997 while the rate  paid  on  interest-
bearing  liabilities  decreased 28 basis points to   4.16%  compared  to
4.44% in 1996.

      The  net  yield  (fully  taxable  equivalent)  on  earning  assets
increased  45 basis points in 1997 to 5.02% compared to 4.57%  in  1996.
Yields  on  loans  decreased 47 basis points to 9.36% with  the  average
balance  increasing $89,276,000 over 1996.  The average yield on taxable
investment  securities  increased 10 basis points  while  the  yield  on
nontaxable  securities decreased 17 basis points;  the average  balances
decreased  $71,005,000 and $8,360,000, respectively.   The average  rate
earned  on  fed funds dropped 41 basis points in 1997 when  compared  to
1996, while the average balance decreased $8,107,000.  The average rates
paid on demand deposits and savings decreased by 15 and 14 basis points,
respectively.   Rates on large denomination deposits remained  the  same
while other time deposit rates decreased 41 basis points.  The rate paid
on short-term borrowings decreased 50 basis points.  Premier had no long-
term  debt  in  1997  or 1996.  The average balance of  interest-bearing
liabilities  decreased  $11,539,000 over March  1996;  average  interest
earning assets increased only $1,804,000.


OTHER INCOME AND EXPENSES

     Total other income decreased only $14,000 for the period, or 1.06%,
to  $1,301,000.  Service charges on deposit accounts  decreased  $19,000
(2.76%),  trust  department  income increased  $19,000  (46.34%),  other
service charges commissions and fees decreased $107,000, or 20.98%  (due
primarily  to  origination fees on the large loan volume in  1996),  and
other  operating income increased $55,000 (50.00%). Net  security  gains
for  the  three months of 1997 compared to security losses  in  1996  of
$34,000  combine to make a net increase of $38,000 when comparing  March
1997 to 1996.

      Other expenses increased $600,000 or 11.07%  when compared to last
year.   Of  this increase, salaries increased $116,000 (5.11%)  for  the
three   months  of  1997  while  employee  benefits  decreased  $46,000.
Occupancy  expenses  remained  the same while  furniture  and  equipment
expenses  increased only slightly, $13,000, or 4.21%.   Other  operating
expenses  increased $517,000, and as mentioned earlier, two  items  were
considered  nonrecurring and were of significance.  First, director  and
officer stock options were exercised in the amount of $415,000.  Second,
one subsidiary, Premier Bank-Central, N.A. sold former bank premises  it
occupied  in  Big Stone Gap, Virginia, booking a loss  on  the  sale  of
property of $123,000.   Less significant increases and decreases account
for the difference.

INVESTMENTS, LOANS, AND DEPOSITS

       Net  loans  increased  $10,521,000, or 2.14%,  while  investments
decreased  $13,812,000 (7.23%), fed funds sold increased $6,151,000  and
cash  and due from banks decreased $1,542,000 from December 1996.  Total
assets  increased  only $391,000.  Total deposits increased  $1,114,000.
Demand  deposit  accounts, interest-bearing demand, savings,  and  large
denomination certificates increased $234,000, $2,194,000, $1,326,000 and
$4,185,000, respectively.  Other time deposits decreased $6,825,000.from
December 1996.  Short-term debt, which includes fed funds purchased  and
repurchase agreements, decreased $1,848,000 over year end 1996.

ALLOWANCE FOR LOAN AND LEASE LOSSES

      The  allowance  for loan and lease losses on March  31,  1997  was
$5,576,000  compared to $5,713,000 at December 31, 1996, and  $5,276,000
at  March 31, 1996.  The ratio of allowance for loan and lease losses to
total loans net of unearned income was 1.09% at March 31, 1997.  Charge-
offs  were  $319,000  for the first three months  of  1997  compared  to
$250,000 for the same period in 1996.  Recoveries of $42,000 were booked
in the first three months of 1997; $61,000 in 1996.  Management believes
the  allowance is adequate at the March 31,1997 level, with year to date
provisions made of $140,000.


CAPITAL RESOURCES

      Total  stockholders equity or capital amounted to  $79,255,000  at
March 31, 1997.  The leverage ratio at March 31, 1997 was 9.34%.

LIQUIDITY AND INTEREST SENSITIVITY

       Premier's cash and cash equivalent, defined as cash and due  from
banks,   is   a  product  of  its  operating,  investing  and  financing
activities.  Cash from operations for the three months ended  March  31,
1997  amounted  to $4,246,000 compared to $557,000 for the  same  period
last  year.   The  difference being caused primarily  by  increases  and
decreases in other assets and other liabilities.  The net cash  used  in
financing  activities of $1,665,000 for 1997 reflects a modest  increase
in deposits being offset by a decrease in short-term debt.  The net cash
used  by  Investing Activities of $4,123,000 during 1997  continues  the
trend  of  net funds used in this activity and reflects the net decrease
in investments over increases in loans.   In 1997,  Management chose the
liquidation  of  selected  investments rather  than  a  more  aggressive
pursuit of higher cost deposits.

LIQUIDITY AND INTEREST SENSITIVITY (Continued)

      Almost  the  entire deposit base is made up of core deposits  with
only  8.42%  of  total deposits composed of certificates of  deposit  of
$100,000  and  over.   At March 31, 1997, federal funds  and  investment
securities maturing within one year amounted to  $31,796,000,or 4.77% of 
total deposits.  In addition, $72,691,000 of investment securities or 10.90% 
of deposits, mature within the 1-5 year range.

     The policy of Premier is to maintain the relationship between rate-
sensitive  assets  and rate-sensitive liabilities  which  will  maximize
future  profit  levels,  given existing expectations  of  interest  rate
movements.


                   PART II.  OTHER INFORMATION



Item 1.    Legal Proceedings - None

Item 2.    Changes in Securities - None

Item 3.    Defaults Upon Senior Securities - None

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

Item 5.    Other Information  - None

Item 6.    Exhibits and reports on Form 8-K

           a)  Exhibits - None

           b)  Form 8-K - None



                            SIGNATURES

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

                                      PREMIER BANKSHARES CORPORATION

Date: March 15, 1996                    BY  /s/ James R. Wheeling
                                                James R. Wheeling,President


Date: March  15, 1996                   BY /s/ Ellen Simpson
                                               Ellen Simpson, Secretary
                                               (Accounting Officer)