10-Q/A



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)

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

For Quarter Ended June 30, 1995

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 2-76198

FIRST NATIONAL BANKSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)

    Organized in Louisiana    	         72-0807084             	
(State or Other Jurisdiction 	(IRS Employer Identification No.)
      of Incorporation or
         Organization)

600 East Main Street, Houma, Louisiana  70360
(Address of Principal Executive Office - Zip Code)

Registrant's telephone number, including area code: (504) 868-1660

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 the latest practicable
date.

             Class                           Outstanding
Common Stock ($2.50 par value)	           2,017,600 shares


FIRST NATIONAL BANKSHARES, INC.

FORM 10-Q/A

INDEX

Part I.  Financial Information:

	Item 1.  Financial Statements

		Consolidated Statements of Condition as of
		  June 30, 1995 (Restated) and December 31,
		  1994 (Restated)                                    

		Consolidated Statements of Income - Three
		  months and six months ended June 30, 
		  1995 (Restated) and 1994                          

		Consolidated Statements of Cash Flows for
		  six months ended June 30, 1995 (Restated)
		  and 1994                                           

 	Notes to Consolidated Financial Statements         

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

Part II.  Other Information:

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

     Item 6.  Exhibits and Reports on Form 8-K             

        Signatures                                         


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION
(In thousands)
                                             	(Unaudited)
                                                06-30-95 	 12-31-94*
                                            (AS RESTATED) (AS RESTATED)

ASSETS  	     	     

Cash and due from banks 	                       $  7,333  	$  6,951  

Due from financial institutions - Interest-  
  bearing 	                                        5,574     16,004  

Securities held-to-maturity (market value of
  $54,864 and $53,632 at June 30, 1995 and
  December 31, 1994, respectively)                55,161  	  56,809  

Securities available-for-sale at market value
  (amortized cost of $17,960 and $11,217 at
  June 30, 1995 and December 31, 1994,
  respectively) 	                                 18,217  	   11,130  

Loans                                           	106,869     	93,663  

 Less: Reserve for possible loan losses 	          2,784  	    2,855  

Net Loans                                        104,085     	90,808  

Premises and equipment                            	5,512      	5,732  

Other real estate and foreclosed assets, net        	460        	423  

Other assets 	                                     8,081   	   9,150  

     TOTAL ASSETS                              	$204,423   	$197,007  

LIABILITIES 	 	 

Deposits: 	 	 

 Non interest-bearing deposits                  $ 28,091   	$ 27,310  

 Interest-bearing deposits 	                     158,833   	 150,898  

Total deposits                                  	186,924    	178,208  

Federal funds purchased & securities sold
  under repurchase agreements                    	 1,167     	 3,634  

Accrued interest, taxes and other liabilities 	      928        	951  

Notes payable                                         	0         	89  

Dividends payable 	                                  101    	    202  

     TOTAL LIABILITIES                          	189,120    	183,084  

SHAREHOLDERS' EQUITY 	 	 

Common stock                                      	5,044      	5,044  

 Par value ................................$2.50 	 	 

 Number of shares authorized .........10,000,000 	 	 

 Number of shares outstanding ........ 2,017,600 	 	 

Additional paid in capital 	                      16,454     	16,454  

Accumulated deficit                              	(4,500)    	(5,483) 

Net unrealized losses on securities
  available-for-sale                              (1,695) 	   (2,003) 

ESOP - deferred compensation 	                         0  	      (89) 

     TOTAL SHAREHOLDERS' EQUITY                	  15,303  	   13,923  

     TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY                     $204,423  	 $197,007  

*The statement of condition at December 31, 1994 has been taken
from the audited statement of condition at that date. The
accompanying notes are an integral part of these statements. 	 	 


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share data)

                              	Three months ended 		Six months ended 	 
                              	06-30-95 	06-30-94 	06-30-95  06-30-94 
                                 (AS                 (AS
                               RESTATED)           RESTATED)    

INTEREST INCOME 	 	 	 	 

  Interest and fees on loans 	   $2,471  	 $1,901   	$4,713   	$3,781  

  Interest on securities: 	 	 	 	 

    U.S. government securities   	1,153  	  1,016    	2,258    	1,938  

    Mortgage-backed securities      	92      	220      	189      	403  

    State and municipal securities 	 15       	14       	29       	28  

    Other securities 	               52       	38      	101       	84  

  Interest on funds sold             	1       	28       	49       	96  

  Interest on deposits due from
    financial institutions           64  	      0  	    211  	      0  

       Total interest income 	    3,848    	3,217    	7,550    	6,330  

 INTEREST EXPENSE 	 	 	 	 

  Interest on deposits 	          1,476    	1,100    	2,814    	2,190  

  Interest on funds purchased        11        35  	     31  	     50

       Total interest expense 	   1,487   	 1,135   	 2,845   	 2,240

           Net interest income  	 2,361   	 2,082   	 4,705 	   4,090
 
Provision for possible loan losses 	  0  	   (500)        0      (500) 

  Net interest income after
    provision for possible loan
    losses 	                      2,361  	  2,582   	 4,705   	 4,590  

 NON-INTEREST INCOME 	 	 	 	 

  Service charges on deposit
    accounts 	                      247     	 244     	 494       493  

  Other commissions and fees        	76       	84      	151      	161  

  Other operating income 	           14  	     34       	84       	83  

  Securities gains (losses) 	        (2)    	(104)      	(3)    	(101) 

  Trust services income         	   107   	    79   	   188   	   158  

       Total non-interest income   	442      	337      	914      	794  

 NON-INTEREST EXPENSE 	 	 	 	 

  Salaries                         	744      	701    	1,460    	1,401  

  Employee benefits                	180      	208      	381      	417  

  Net occupancy expense 	           153      	173      	315      	328  

  Equipment expense 	               164      	157      	325      	297  

  Expense associated with OREO
    and problem loans 	              57      	 70      	 83     	 169  

  Other operating expense 	         744       564   	 1,423   	 1,197  

       Total non-interest expense 2,042   	 1,873   	 3,987  	  3,809  

Income before income taxes 	        761   	 1,046   	 1,632   	 1,575  

Income taxes                    	   256   	  (125)  	   548   	  (146) 

Net income 	                     $  505   	$1,171   	$1,084   	$1,721  

Per share data (based on the weighted  average shares
outstanding,  2,017,600, during the periods:) 	 	 	 	 

     Net income 	                  $.25     	$.58     	$.54     	$.85  
     Cash dividends declared 	     $.05     	$.00     	$.05     	$.00  

The accompanying notes are an integral part of these statements.
				

FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                  	Six months ended June 30, 	
(In Thousands)           	                              1995       	1994
                                                   (AS RESTATED)

CASH FLOWS FROM OPERATING ACTIVITIES: 	 	 

  Net income 	                                        $  1,084  	$  1,721  

  Adjustments to reconcile net income to net cash
     provided by operating activities: 	 	 

  Depreciation, amortization and accretion                 181       	304  

  Provision for loan losses                                 	0      	(500) 

  Provision for losses on other real estate                 	1       	(33) 

  Deferred income taxes                                   	538      	(164) 

  Realized (gains) losses on securities 	                    3       	101  

  (Gains) losses on sale of property                      	(44)       	74  

  Increase in accrued interest receivable                	(398)     	(240) 

  Increase in accrued interest payable 	                    89       	105  

  Decrease in other assets                                	776        	23  

  Decrease in other liabilities 	                         (112)     	(119) 

NET CASH PROVIDED BY OPERATING ACTIVITIES               	2,118     	1,272  

CASH FLOWS FROM INVESTING ACTIVITIES:   	 	 

  Proceeds from sales of securities
    available-for-sale 	                                     0   	 28,803  

  Proceeds from maturities and calls of securities -

    Held-to-maturity                                   	 1,805   	 23,472  

    Available-for-sale                                  	8,256    	11,780  

  Purchase of securities - 	   	 

    Held-to-maturity                                        	0   	(12,738) 

    Available-for-sale                                	(14,956)  	(44,972) 

  Loans purchased                                           	0    	(2,113) 

  Net (increase) decrease in loans                    	(13,432)      	786  

  Net (increase) decrease in short-term investments     10,430    	(1,400) 

  Proceeds from sale of premises, equipment &
    foreclosed property                                  	 188      	 396  

  Purchases of premises and equipment                     	(74)     	(269) 

NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES 	      (7,783)    	3,745
 
CASH FLOWS FROM FINANCING ACTIVITIES: 	 	 

  Net increase in non-interest bearing deposits 	          776     	9,519  

  Net decrease in interest bearing deposits
    other than certificates of deposits 	               (3,099) 	 (13,935) 

  Increase (decrease) in certificates of deposits      	11,039    	(2,026) 

  Increase (decrease) in short-term borrowings         	(2,467)      	520  

  Dividends paid                                         	(202)        	0  

NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES        	6,047     (5,922) 

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                   	 382       (905) 

Cash and cash equivalents at beginning of period        	6,951     	7,262  

CASH AND CASH EQUIVALENTS AT END OF PERIOD           	$  7,333 	 $  6,357

CASH INTEREST EXPENSE PAID                           	$  2,757  	$  2,135  

The accompanying notes are an integral part of these statements.	 	 


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

JUNE 30, 1995

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


NOTE 1:  First National Bankshares, Inc. (the Company) is a bank
holding company whose principal subsidiary is the First National
Bank of Houma (First National).

NOTE 2:  The Company adopted Statement of Accounting Standards
(SFAS) No. 114, "Accounting by Creditors for Impairment of a
Loan," effective January 1, 1995.  SFAS No. 114 requires the
measurement of impaired loans be based on the present value of
expected future cash flows discounted at the loan's effective
interest rate, or at the loan's observable market price or the
fair value of its collateral.  SFAS No. 114 does not apply to
large groups of smaller balance homogeneous loans that are
collectively evaluated for impairment.  For the Company, loans
collectively evaluated for impairment include all single family
mortgage loans, loans to individuals for household, family and
other consumer expenditures and commercial, industrial, and real
estate loans under a certain dollar amount, excluding loans
which have entered the workout process.  The adoption of SFAS
No. 114 did not result in additional provisions for losses due
to the Company's continuing policy of measuring loan impairment
based on methods prescribed in SFAS No. 114.

The Company considers a loan to be impaired when, based upon
current information and events, doubt exists that the Company
will be able to collect all amounts due according to the
contractual terms of the loan agreement.  The Company's impaired
loans within the scope of SFAS No. 114 include certain troubled
debt restructurings, and performing and nonperforming major
loans in which full payment of principal or interest is doubtful.

The Company also adopted Statement of Financial Accounting
Standards No. 118, "Accounting by Creditors for Impairment of a
Loan-Income Recognition and Disclosures", effective January 1,
1995.  This Statement allows a creditor to use existing methods
for recognizing interest income on impaired loans and thus the
adoption of SFAS No. 114 did not result in any change in the
amount of interest income reported.

The Company's impaired loans and the related allowance amounted
to approximately $1,571,000 and $606,000 at June 30, 1995,
respectively.  There was no significant change in these amounts
during the six months ended June 30, 1995.  Interest income
recognized on these loans amounted to approximately $7,800 for
the six months ended June 30, 1995.

NOTE 3:  The accompanying unaudited interim financial statements
have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and
footnote disclosures required by generally accepted accounting
principles for complete financial statements have been omitted. 
It is suggested that these interim statements be read in
conjunction with the restated financial statements and notes
thereto included in the amended 1994 Annual Report on Form
10-K/A of First National Bankshares, Inc.

In the opinion of management, all adjustments (consisting of
only normal recurring adjustments) necessary for a fair
presentation of the information shown have been included.

The foregoing six months interim results of 1995 are not
necessarily indicative of the results of operations of the full
year 1995.

NOTE 4:  Subsequent to the issuance of the Company's 1994
consolidated financial statements, the Company discovered that
an error had been made in the calculation of the valuation
allowance against its deferred tax asset as of December 31,
1994.  As a result, the 1994 consolidated financial statements
have been restated from the amounts previously reported to
reflect the revised valuation allowance.

For the period reflected by these financial statements, the
restatement affects the following items:

                                    	December 31, 1994
	
                                 	Other	      Shareholders'
                                 	Assets	        Equity

As Originally Reported	           $9,675	        $14,448

Restatement	                        (525)	          (525)

As Restated	                      $9,150	        $13,923

                                      June 30, 1995
	
                                  Other	      Shareholders'
	                                 Assets	        Equity

As Originally Reported	           $8,680	        $15,902	

Restatement	                        (599)	          (599)

As Restated	                      $8,081        	$15,303

                                        	Three Months Ended
                                            June 30, 1995	

                                 	Income		                  Net	
                                   	Tax	        Net      	Income
                                 	Expense	     Income	   Per Share

As Originally Reported	             $182       	$579	      $0.29	

Restatement	                          74	        (74)     	(0.04)

As Restated	                        $256       	$505	      $0.25

                                         	Six Months Ended
                                           	June 30, 1995	

                                  Income                  		Net	
                                   	Tax	        Net	      Income
                                 	Expense	     Income	   Per Share

As Originally Reported	             $474	     $1,158	      $0.57	

Restatement	                          74	        (74)     	(0.04)

As Restated	                        $548      $1,084      	$0.54

The foregoing changes are reflected throughout these restated
financial statements.  For an indication of the impact of the
restatement on other periods, refer to the restated financial
statements for those periods.


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESTATED
CONSOLIDATED STATEMENTS OF INCOME AND
CHANGES IN FINANCIAL POSITION

Introduction

The following discussion and analysis of operations for the
quarter ending June 30, 1995 highlight the changes in financial
position and results of operations of First National Bankshares,
Inc. (the Company).  The financial position and results of
operations of the Company for the period indicated were due
primarily to its banking subsidiary, First National Bank of
Houma (First National Bank or the Bank).  Management's
discussion should be read in conjunction with the consolidated
financial statements and accompanying notes included in this
quarterly report.

In late 1995, the Company discovered an error had been made in
the calculation of a reduction in the latter part of 1994 of the
valuation allowance against the Company's deferred tax asset. 
The error, which resulted in an understatement of the valuation
allowance by $525,000 for the period ending December 31, 1994,
related in part to the order of use of tax loss carryforwards
from 1987 and 1988 and in part to the order of use of bad debt
and other than bad debt tax loss carryforwards from 1990.  To
correct the error, the Company is restating its financial
statements for the periods ending December 31, 1994, March 31,
1995, June 30, 1995, and September 30, 1995 and filing with the
Securities and Exchange Commission an amended Annual Report on
Form 10-K/A and amended Quarterly Reports on Form 10-Q/A for
those periods to reflect the restated financial statements.

For the period reflected by this report, the restatement
affects the following items:

                              	December 31, 1994	

	                             Other   	Shareholders'
                              Assets     	Equity
	
As Originally Reported	       $9,675	     $14,448	

Restatement	                    (525)	       (525)

As Restated	                  $9,150	     $13,923

                                 June 30, 1995	

                              Other	   Shareholders'
                             	Assets	     Equity

As Originally Reported	       $8,680	     $15,902	

Restatement	                    (599)	       (599)

As Restated	                  $8,081     	$15,303

                                  	Three Months Ended
                                	    June 30, 1995	
                             	Income	              	  Net	
                               	Tax	       Net	     Income
                             	Expense	   Income	   Per Share

As Originally Reported	        $182      	$579      	$0.29	

Restatement	                     74	       (74)     	(0.04)

As Restated	                   $256      	$505      	$0.25

                                   Six Months Ended
                                    	June 30, 1995	
                             	Income	                	Net	
                               	Tax	       Net	     Income
	                             Expense	   Income   	Per Share

As Originally Reported	        $474     	$1,158     	$0.57	

Restatement	                     74	        (74)	    (0.04)

As Restated	                   $548     	$1,084	     $0.54

The Management's Discussion and Analysis of Financial Condition
and Results of Operations that follows and the financial
statements included herewith have been amended from the original
filing of this report to reflect the foregoing restatement.  For
a discussion of the impact of the restatement and for restated
financial statements for other periods, refer to the amended
periodic filings for those periods.

Changes in the Company's Consolidated Financial Position

During the first half of 1995, loans increased $13,206,000, a
14.10 percent increase from year end 1994.  That increase is the
result of a significant increase in the demand for loans being
generated by a more stable economy in our market place, an
officer call program and the success of the Bank's indirect
lending program.  

Proceeds from securities available-for-sale sold during the
fourth quarter of 1994 were used to purchase U.S. Treasury
obligations in the first half of 1995.  This resulted in an
increase of $7,087,000 or a 63.7 percent increase in securities
available-for-sale.  

On January 1, 1994, the Company adopted Statement No. 115,
Accounting for Certain Investments in Debt and Equity
Securities.  This Statement required securities to be classified
into one of three reporting categories (held-to-maturity,
available-for-sale, or trading).  Securities classified as
held-to-maturity are carried at amortized cost.  Those
classified as available-for-sale are carried at market value
with the unrealized gain or loss (net of income tax effect)
reflected as a component of shareholders' equity.  Those
classified as trading are carried at market value with the
unrealized gain or loss reflected in the statement of income.

In September and November 1994, the Company reclassified
securities with an aggregate amortized cost of $49,324,000 (the
"Reclassified Securities") from the available-for-sale portfolio
to the held-to-maturity portfolio.  The $3,005,000 difference
between the estimated market value and the aggregate amortized
cost of the Reclassified Securities as of the date of
reclassification (the "Unrealized Interim Loss") is being
credited back to shareholders' equity over the remaining lives
of the securities, which is currently estimated to be 16 years. 
As of June 30, 1995, the after-tax effect of the remaining
Unrealized Interim Loss with respect to the Reclassified
Securities was $1,864,000, which contributed to the total
$1,695,000 net unrealized loss adjustment to shareholders'
equity as of that date.  As of December 31, 1994, the after-tax
effect of the remaining Unrealized Interim Loss with respect to
the Reclassified Securities was $1,945,000.

FAS 115 also mandates that investment securities classified as
held-to-maturity be carried at amortized cost.  Securities
classified as held-to-maturity at June 30, 1995 had gross
unrealized gains of $417,000 and gross unrealized losses of
$3,534,000 ($2,824,000 of which is the unaccredited amount of
the Unrealized Interim Loss with respect to the Reclassified
Securities as of that date).  As of December 31, 1994, gross
unrealized gains and gross unrealized losses in the
held-to-maturity account were $56,000 and $6,181,000,
respectively.

At June 30, 1995 and December 31, 1994, other assets included
$4,964,000 and $5,661,000, respectively, in deferred tax assets.
The reduction in deferred tax assets is attributable to the use
by the Company of net operating loss carryforwards during the
period.  To the extent the Company continues to utilize net
operating loss carryforwards in future periods, there will be
further reductions in deferred tax assets.

Non interest bearing deposits reflects an increase of $781,000,
or 2.9 percent, from year end 1994.  Interest bearing deposits
showed a $7,935,000 increase, a 5.3 percent increase, during the
first half of 1995.  That increase was the product of the Bank's
decision to be more aggressive and competitive with interest
rates offered for local interest-bearing deposits plus the
accumulation of some temporary funds on deposit at June 30, 1995.

Results of the Company's Operations

Income before income taxes for the six month period in 1995
increased $57,000, or 3.6 percent, to $1,632,000 compared to
$1,575,000 for the first six months of 1994.  Net income for the
same period was $1,084,000, a decrease of $637,000, or 37.0
percent, from the first six months of 1994.  The decrease is
directly attributable to the Company recording a $548,000 income
tax expense in 1995 as compared to recording a $146,000 credit
to income tax expense in the same period in 1994, and to the
Company's not recording a credit provision for loan losses in
1995, compared to recording a $500,000 credit provision in the
same period in 1994.  In 1993, when the Company changed its
method of accounting for income taxes from the deferred method
to the liability method as required by Statement of Financial
Accounting Standard No. 109, it established a valuation
allowance against its deferred tax assets.  This valuation
allowance was established due to the uncertainty of utilizing
prior years' net operating loss carryforwards.  During 1994, the
Company reduced its valuation allowance based upon the
likelihood it would utilize prior years' net operating loss
carryforwards by $3,979,000 and decreased its income tax expense
by the same amount.  Deferred income taxes reflect the net tax
effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.  During the first half of
1995, the Company began utilizing its net operating loss
carryforwards and reduced deferred tax assets by $538,000.  The
total provision for income tax expense at June 30, 1995 was
$548,000, with $10,000 representing the Company's estimated
alternative minimum tax for the period.

For the six month period ending June 30, 1995, compared to the
same period in 1994, interest income increased $1,220,000 or
19.3 percent, the result of higher rates earned and increased
volumes of loans.  Interest expense increased $605,000 or 27.0
percent, during the same period.  The principal reasons for the
increase was the increased balances in interest bearing deposits
and higher rates paid.  The net effect was an increase in net
interest income of $615,000, an improvement of 15.0 percent, for
the six month period ending June 30, 1995 compared to the same
period in 1994.

Non-interest income increased $120,000, a 15.1 percent
increase, when comparing the first six months of 1995 to 1994. 
The increase is directly related to a $30,000 increase in fees
for trust services recorded in 1995 and $101,000 in losses
recorded from securities transactions in 1994.  Non-interest
expense increased $178,000 or 4.7 percent during the same
period.  The increase reflects the net effect of increases in
salaries and wages, directors fees and professional fees and
decreases in expenses associated with OREO and other problem
loans.

Nonperforming assets decreased $147,000 or 3.0 percent at June
30, 1995 as compared to December 31, 1994.  On June 30, 1995,
loans 90 days or more past due, but still accruing interest,
included a loan for $1,896,000 that is guaranteed by the Farmers
Home Administration.  That loan on December 31, 1994 was
included in renegotiated loans still accruing.  Shown below is a
schedule of the Company's nonperforming assets (in thousands):

                                         	06-30-95   	12-31-94 

Loans: 		

  90 days or more past due, but still
    accruing interest                      $2,052    	 $   64    

  Renegotiated loans still accruing          	526      	2,444    

  Nonaccruing                              	1,783      	2,037    

Total nonperforming loans                  	4,361      	4,545    

Other real estate and foreclosed
  property (net of reserves)                  460       	 423    

Total nonperforming assets                	$4,821     	$4,968    

A credit provision for possible loan losses of $500,000 was
recorded in the second quarter of 1994.  The credit provision in
1994 was the result of management's analysis that the then
current allowance for possible loan losses was more than
adequate to cover any potential losses.  No credit provision has
been recorded in the first six months of 1995 and, at this time,
management does not anticipate a credit provision for possible
loan losses in 1995.

When comparing second quarter results of 1995 to 1994, income
before income taxes and net income decreased $285,000 and
$666,000, respectively.  The decrease in income before income
taxes is the result of the $500,000 credit provision for
possible loan losses recorded in the second quarter of 1994 as
compared to no credit provision recorded in the same period in
1995 offset by $104,000 in nonrecurring losses on securities
transactions recorded in the second quarter of 1994.  The
reduction in net income is attributable to the above combined
with the Company recording a $256,000 income tax expense in the
second quarter of 1995 as compared to a $125,000 credit to
income tax expense in the same period in 1994.  Net interest
income before provisions for loan losses reflected an increase
of $279,000 or 13.4 percent.  This increase is directly
attributable to the increase in the volume of loans.  Non
interest income increased $105,000, a 31.2 percent increase. 
The increase is a result of increased fees earned for trust
services in 1995 and non recurring losses recorded in the second
quarter of 1994 from securities transactions.  Non interest
expense increased $169,000 or 9.0 percent.  The increase was the
net effect of increases recorded for expenses for property
taxes, directors fees, advertising, and legal and professional
fees offset somewhat by reduced expenses associated with OREO
and problem loans.

At June 30, 1995, the Company held $43,603,000 or 59.4 percent
of its securities portfolio in the form of derivative financial
instruments, a decrease of $1,063,000 from December 31, 1994. 
The Company's derivative financial instruments are broadly
defined as financial instruments which derive their value from
various indices.  Approximately 73 percent of the Company's
derivative financial instruments are subject to interest rate
caps ranging from 9.5 percent to 24.0 percent, which could
adversely impact the yield and interest income that could be
realized should various indices rise above these interest rate
caps.  Net interest income may be adversely impacted in 1995 and
subsequent years as a result of the expiration in the third
quarter of 1995 of "teaser rates" on approximately $5,897,000 of
derivative financial instruments.  The rates in effect, after
the expiration of "teaser rates," are floating rates which could
increase or decrease in response to changes in interest rates. 
Based upon interest rate indices in effect on June 30, 1995, the
expiration of "teaser rates" in 1995 would cause the interest
rate to decrease from 7.00 percent to 3.11 percent on $1,781,000
of securities maturing in July 2000, from 8.00 percent to 3.11
percent on $2,541,000 of securities maturing in August 2003 and
from 11.00 percent to 2.71 percent on $1,576,000 of securities
maturing in September 2008.  Assuming interest rate indices
remain as they were on June 30, 1995, the effect of the
expiration of these "teaser rates" in 1995 would be the
reduction in net interest income for the second half of 1995 of
approximately $135,000.

Liquidity

The Company has attempted to position itself to meet the
demands of the changing economic conditions with a high ratio of
net liquid assets to net liabilities.  At year-end 1994, this
ratio stood at 36.5 percent and on June 30, 1995, 35.7 percent. 
In an attempt to position itself to meet the demands of the
changing economic conditions, the Company has identified
approximately $18,217,000 in securities available-for-sale which
are carried in the statement of condition at market value.  A
schedule of the Company's interest sensitivity/GAP analysis
follows:

INTEREST SENSITIVITY/GAP ANALYSIS

(in thousands) 					
June 30, 1995 	                   INTEREST RATE SENSITIVITY PERIOD 				
                  	0-3 Months 	4-12 Months 	1-5 Years 	Over 5 Years 	 TOTAL 

ASSETS: 					

  Loans            	$31,544  	   $12,368    	$41,303    	$ 19,871   	$105,086 

  Investments  	     43,712      	11,332     	18,805        	(471)    	73,378 

  Other              	5,574           	0          	0           	0      	5,574 

Total assets       	$80,830     	$23,700    	$60,108    	$ 19,400   	$184,038 

FUNDING SOURCES: 	 	 	 	 	 

  Interest-bearing
    deposits 	      $66,944  	   $30,045   	 $23,072   	 $ 38,772  	 $158,833 

  Short-term funds 	  1,167           	0          	0           	0      	1,167 

Total funding 
  sources  	        $68,111     	$30,045    	$23,072    	$ 38,772   	$160,000 

REPRICING/MATURITY  GAP: 	  	 	 	 	 

  Period           	$12,719     	$(6,345)   	$37,036    	$(19,372) 	 

  Cumulative       	$12,719     	$ 6,374    	$43,410    	$ 24,038  	 

  Period gap/
    total assets 	      6.9%      	 (3.4%)      20.1%     	 (10.5%)
	 
  Cumulative gap/
    total assets 	      6.9% 	       3.5%     	 23.6%      	 13.1%

Amounts stated include only fixed and variable rate instruments
in the balance sheet that are still accruing interest.  Variable
rate instruments are included in the next period in which they
are subject to change in rate.  The principal portion of
scheduled payments on fixed rate instruments are included in the
periods in which they become due or mature.  Because changes in
rates paid on interest-bearing demand deposits have lagged
behind changes in rates on other instruments, only 50 percent of
the balance of interest-bearing demand deposits is included in
the first period and 50 percent is included in the last period.
					
Capital Adequacy

As previously reported in the amended Annual Report on Form
10-K/A for the year ended December 31, 1994, the Company and
First National are subject to the regulatory risk-based capital
guidelines.  The applicable risk-based capital ratios are as
follows:

First National Bankshares, Inc. 	 06-30-95 	 12-31-94 	Regulatory Minimums 

Tier 1 Capital/Risk Weighted
  Assets Ratio                   	 13.64%   	 13.38%         4.00%   

Total Capital/Risk Weighted
  Assets Ratio 	                   14.89%   	 14.63%         8.00%   

Leverage Ratio 	                    7.91%    	 7.28%       	 3.00%   


First National Bank of Houma 	    06-30-95 	 12-31-94  Regulatory Minimums 

Tier 1 Capital/Risk Weighted
  Assets Ratio 	                   13.45%   	 13.41%       	 4.00%   

Total Capital/Risk Weighted
  Assets Ratio                   	 14.70%   	 14.66%       	 8.00%   

Leverage Ratio 	                    7.80%   	  7.30%       	 3.00%   

In January of 1995, the Company paid a cash dividend, which it 
had declared in December of 1994, of $.10 per common share. 
This was the first dividend the Company paid since 1987.  On
June 29, 1995, the Company declared a cash dividend of $.05 per
common share to shareholders of record July 14, 1995 payable
July 26, 1995.  The Company was required to obtain permission
from the Federal Reserve Bank prior to the payment of these
dividends.

PART II.  OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	At the Annual Meeting of Shareholders of the Company held on
April 4, 1995, five directors were elected to hold office until
the next Annual Meeting and until their successors shall have
been duly elected and qualified.  The name of each nominee
elected as a director and the number of votes cast for or
withheld from voting for such nominee is set forth below:

	    Nominee               Votes For    Votes Withheld

	James J. Buquet, Jr.	     1,277,461       	3,510

	Jerome H. Mire           	1,277,357       	3,614

	Kamal Abdelnour          	1,277,765       	3,206

	Hilton J. Michel, Jr.	    1,277,501	       3,470

	Calvin J. Ortego         	1,277,909	       3,062

Certain proxies marked by hand to "abstain" from voting were
treated as withholding authority to vote for any nominee.  There
were no broker non-votes for directors.

Also at the Annual Meeting, shareholders adopted an amendment
to Article VIII of the Articles of Incorporation to expand the
rights to indemnification and advancement of expenses afforded
therein.  The votes cast related to this amendment were as
follows:

                    		Number of Votes

	For	                   1,231,468

	Against	                  29,715

	Abstain	                  19,788

	Broker non-votes              	0

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

	None


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

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, INC.   
	      (Registrant Company)


DATE:  February 2, 1996	           BY   /s/ Jerome H. Mire           
                                        	   JEROME H. MIRE
                                    	   CHIEF EXECUTIVE OFFICER AND
                                         PRESIDENT



DATE:  February 2, 1996	           BY   /s/ Russell Blanchard        
                                            RUSSELL BLANCHARD
                                    	   CHIEF FINANCIAL OFFICER AND
                                         COMPTROLLER