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 March 31, 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 of (IRS Employer Identification No.)
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
            March 31, 1995 (Restated) and December 31, 
            1994 (Restated)

          Consolidated Statements of Income - Three 
            months ended March 31, 1995 and 1994   

          Consolidated Statements of Cash Flows for the 
            three months ended March 31, 1995 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)
                                              March 31,     December 31,
                                                1995           1994*   
                                            (AS RESTATED)   (AS RESTATED)	

ASSETS

Cash and due from banks                        $  7,206      $ 6,951

Due from financial institutions - 
  Interest bearing                                6,507       16,004

Securities held-to-maturity 
  (market value of $54,449
  and $53,632 at March 31, 1995 
  and December 31, 1994, respectively)           56,128       56,809

Securities available-for-sale at market value
  (amortized cost of $20,095 and $11,217 at
  March 31, 1995 and December 31, 1994,
  respectively)                                  20,140       11,130

Loans                                            98,099       93,663

  Less:  Reserve for possible loan losses        (2,792)      (2,855)

Net Loans                                        95,307       90,808

Premises and equipment                            5,611        5,732

Other real estate and foreclosed assets, net        521          423

Other assets                                      9,117        9,150

     TOTAL ASSETS                              $200,537     $197,007

LIABILITIES

Deposits:

  Non interest-bearing deposits                $ 31,311     $ 27,310

  Interest-bearing deposits                     151,800      150,898

Total deposits                                  183,111      178,208

Federal funds purchased & securities sold
  under repurchase agreements                     1,667        3,634

Accrued interest, taxes and 
  other liabilities                               1,058          951

Notes payable                                        36           89

Dividends payable                                 -0-            202

     TOTAL LIABILITIES                          185,872      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                              (4,904)      (5,483)

Net unrealized losses on 
  securities available for sale                  (1,893)      (2,003)	

ESOP - deferred compensation                        (36)         (89)

     TOTAL SHAREHOLDERS' EQUITY                  14,665       13,923

     TOTAL LIABILITIES AND 
       SHAREHOLDERS' EQUITY                    $200,537     $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   

                                              March 31,      March 31, 
                                                1995           1994   

INTEREST INCOME

  Interest and fees on loans ............     $ 2,242        $ 1,880 

  Interest on securities:

    U.S. government securities ..........       1,105            922 

    Mortgage-backed securities ..........          97            183 

    State and municipal securities ......          14             14 

    Other securities ....................          49             46

  Interest on funds sold ................          48             68 

  Interest on deposits due from 
   financial institutions ...............         147            -0-   

       Total interest income ............       3,702          3,113 

INTEREST EXPENSE                                      

  Interest on deposits ..................       1,338          1,090 

  Interest on funds purchased ...........          20             15 

       Total interest expense ...........       1,358          1,105 

         Net interest income ............       2,344          2,008 

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

  Net interest income after provision
    for possible loan losses ............       2,344          2,008  

NON-INTEREST INCOME                                             
    
  Service charges on deposit accounts ...         247            249 

  Other commissions and fees ............          75             77  

  Other operating income ................          70             49  

  Securities gains (losses) .............          (1)             3  

  Trust services income .................          81             79 

       Total non-interest income ........         472            457 

NON-INTEREST EXPENSE                             

  Salaries ..............................         716            700 

  Employee benefits .....................         201            209  

  Net occupancy expense .................         162            155 

  Equipment expense .....................         161            140 

  Expense associated with OREO           
    and problem loans ...................          26             99  

  Other operating expense ...............         679            633 

       Total non-interest expense .......       1,945          1,936 

Income before income taxes...............         871            529 

Income taxes ............................         292            (21) 

Net income ..............................     $   579        $   550  

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

     Net income .........................       $ .29          $ .27  
     Cash dividends declared ............       $ -0-          $-0-  

The accompanying notes are an integral part of these statements.


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

                                          Three Months Ended March 31,
(Thousands)                                      1995        1994 

CASH FLOWS FROM OPERATIONS ACTIVITIES:                     

    Net Income ......................... ..    $    579    $    550

      Adjustments to Reconcile Net 
      Income to Net Cash Provided
      by Operating Activities: 

    Depreciation, Amortization 
      and Accretion .......................          83         146

    Provision For Losses on 
      Other Real Estate ...................           4         (12) 

    Deferred Income Taxes .................         288         (27)

    Realized (Gains) Losses on Securities .           1          (3)

    (Gains) Losses on Sale of Property ....         (40)         46

    (Increase) Decrease in Accrued
      Interest Receivable .................        (109)         37

    Increase in Accrued Interest Payable...         125          79  

    Decrease in Other Assets ..............        (203)       (210) 

    Decrease in Other Liabilities .........         (18)        (46)

NET CASH PROVIDED BY OPERATING ACTIVITIES..         710         560

CASH FLOWS FROM INVESTING ACTIVITIES: 

    Proceeds from Sales of Securities
      Available-for-Sale ..................       -0-        13,633  

    Proceeds From Maturities and Calls 
      of Securities - Held-to-Maturity ....         733      22,638

      Available-for-Sale ..................       6,062       9,115

    Purchase of Securities -
      Held-to-Maturity ....................        -0-       (8,987)

      Available-for-Sale ..................     (14,911)    (29,625)

    Loans Purchased .......................       -0-          (113)

    Net (Increase) Decrease in Loans ......      (4,640)        732  

    Net Decrease in 
      Short-Term Investments ..............       9,496       2,100  

    Proceeds From Sale of Premises,                             
      Equipment & Foreclosed Property .....          98         269  

    Purchases of Premises and Equipment ...         (27)        (50)

NET CASH (USED) PROVIDED BY 
  INVESTING ACTIVITIES ....................      (3,189)      9,712

CASH FLOWS FROM FINANCING ACTIVITIES:                           

    Interest Increase in Non-Interest               
      Bearing Deposits ....................       3,925         964  

    Net Decrease in Interest Bearing                            
      Deposits Other Than Certificates
      of Deposit ..........................      (2,360)    (11,601) 

    Increase (Decrease) in 
      Certificate of Deposits .............       3,338      (1,045) 

    Increase (Decrease) in 
      Short-Term Borrowings ...............      (1,967)        998

    Dividends Paid ........................        (202)      -0-

NET CASH (USED) PROVIDED 
  BY FINANCING ACTIVITIES .................       2,734     (10,684) 

NET INCREASE (DECREASE) IN CASH 
  AND CASH EQUIVALENTS ....................         255        (412) 

Cash and Cash Equivalents at 
  Beginning of Year .......................       6,951       7,262 

CASH AND CASH EQUIVALENTS AT END OF YEAR ..    $  7,206   $   6,850    

CASH INTEREST INCOME RECEIVED .............    $  3,593   $   3,151  

CASH INTEREST EXPENSE PAID ................    $  1,233   $   1,027  

The accompanying notes are an integral part of these statements.


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

MARCH 31, 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 ("major 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 non performing 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 $1,785,000 and $610,000 at March 31, 1995,
respectively.  There was no significant change in these amounts
during the three months ended March 31, 1995.  Interest income
recognized on these loans amounted to approximately $6,700 for
the three months ended March 31, 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 three 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	          March 31, 1995
                            	Other	   Shareholders'    Other    	Shareholders'
                           	Assets      	Equity	       Assets	      Equity	

As Originally Reported	     $9,675	      $14,448	      $9,642      	$15,190

Restatement	                  (525)	        (525)	       (525)	        (525)

As Restated	                $9,150      	$13,923	      $9,117      	$14,665

	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 March 31, 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	        March 31, 1995
	                          Other   	Shareholders'  	Other   	Shareholders'
                           Assets	     Equity	      Assets	     Equity	

As Originally Reported	    $9,675	     $14,448	     $9,642	     $15,190

Restatement	                 (525)	       (525)	      (525)	       (525)

As Restated	               $9,150     	$13,923     	$9,117     	$14,665

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 quarter of 1995, loans increased $4,436,000 a
4.7 percent increase from year end 1994.  Proceeds from
securities available-for-sale sold during the fourth quarter of
1994 were used to purchase U.S. Treasury obligations in the
first quarter of 1995.  This resulted in an increase of
$9,010,000 or a 81.0 percent increase in securities
available-for-sale.  While the Company's book value of
securities held-to-maturity at March 31, 1995 did not change
substantially from December 31, 1994, the unrealized loss with
respect to these instruments improved from an unrealized loss of
$3,177,000 at December 31, 1994 to an unrealized loss of
$1,679,000 at March 31, 1995.   At March 31, 1995 and December
31, 1994, other assets included $5,315,000 and $5,661,000,
respectively, in deferred tax assets.

Progress continues in First National's efforts to liquidate
property acquired in satisfaction of debt previously contracted.
Management is confident that it will be able to convert to
earning assets a substantial portion of the remaining $521,000
of property acquired in satisfaction of debt previously
contracted.

Non interest bearing deposits reflects an increase of
$4,001,000, or 14.7 percent, from year end 1994.  Interest
bearing deposits showed a $902,000 increase, a 0.6 percent
increase, during the first quarter of 1995. 

Results of the Company's Operations

For the three month period ending March 31, 1995, compared
to the same period in 1994, interest income increased $589,000
or 18.9 percent, the result of rising interest rates and
increased volumes of loans.  Interest expense increased $253,000
or 22.9 percent, during the same period.  The principal reasons
for the increase was the increased balances in interest bearing
deposits and rising interest rates.  The net effect was an
increase in net interest income of $336,000, an improvement of
16.7 percent, for the three month period ending March 31, 1995
compared to the same period in 1994.

Non-interest income increased $15,000, a 3.3 percent
increase, when comparing the first three months of 1995 to 1994.
The increase is directly related to a gain realized from the
sale of repossessed personal property.  Non-interest expense
increased $9,000 or .5 percent during the same period.  The
increase reflects the net effect of increases in salaries and
wages, equipment expense and professional fees and decreases in
expenses associated with OREO and other problem loans.

Nonperforming assets continue to have a significant impact on
the results of operations for the Company.  Nonperforming assets
increased $14,000 or .3 percent at March 31, 1995 as compared to
December 31, 1994. On March 31, 1995, renegotiated loans still
accruing include a loan for $1,896,000 that is guaranteed by the
Farmers Home Administration.  Shown below is a schedule of the
Company's nonperforming assets (in thousands):

                                         March 31,   December 31,
                                           1995          1994    

Loans:

   90 days or more past 
     due, but still 
     accruing interest ................   $   78       $   64

   Renegotiated loans still accruing ..    2,431        2,444

   Nonaccruing ........................    1,952        2,037  

Total Nonperforming Loans .............    4,461        4,545  

Other Real Estate and Foreclosed  
   Property (Net of Reserves) .........     521           423  

Total Nonperforming Assets ............  $4,982        $4,968  

In addition to the nonperforming loans, the Company has
identified certain loans which, although currently performing,
have credit weaknesses such that doubt exists as to the
borrower's future ability to comply with present terms.  At
March 31, 1995, these loans totaled approximately $769,000. 
This represents a decrease of $25,000 or 3.1 percent from the
$794,000 balance on December 31, 1994.

Income before income taxes for the three month period
increased $342,000, or 64.6 percent.  Net income for the same
period increased $29,000.  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.

In the third quarter of 1994, the Company began reducing its
valuation allowance based upon the likelihood it would utilize
prior years' net operating loss carryforwards.  The credits for
income taxes in 1994 totaled $3,979,000.

During the first quarter of 1995, the Company began utilizing
its net operating loss carryforwards and reduced deferred tax
assets by $288,000.  The total provision for income taxes at
March 31, 1995 was $292,000.

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 March 31, 1995, 36.0 percent.
In an attempt to position itself to meet the demands of the
changing economic conditions, the Company has identified
approximately $20,139,000 in securities available for sale which
are carried in the statement of condition at market value.  The
securities available for sale were identified to comply with
regulatory guidelines which require that if the intent is not to
hold the securities to maturity that they be so identified and
carried as securities available for sale.  A schedule of the
Company's interest sensitivity/GAP analysis follows:

INTEREST SENSITIVITY/GAP ANALYSIS

(in thousands)
MARCH 31, 1995          INTEREST RATE SENSITIVITY PERIOD        
                   0-3      4-12       1-5      Over 5
                 Months    Months     Years     Years     TOTAL 
ASSETS:

   Loans        $28,863   $10,863   $37,063   $19,358   $ 96,147

   Investments   39,803    14,653    18,657     3,155     76,268

   Other          6,508     -0-       -0-       -0-        6,508

   Total Assets $75,174   $25,516   $55,720   $22,513   $178,923

FUNDING SOURCES:

   Interest-
     Bearing
     Deposits   $59,523   $30,353   $22,648   $39,471   $151,995

   Short-Term 
     Funds        1,367     -0-       -0-       -0-        1,367

   Long Term 
     Debt            36     -0-       -0-       -0-           36 

   Total Funding
     Sources    $60,926   $30,353   $22,648   $39,471   $153,398

REPRICING/MATURITY GAP:

   Period       $14,248   $(4,837)  $33,072   $16,958      --

   Cumulative   $14,248   $ 9,411   $42,483   $25,525      --

   Period Gap/
    Total Assets    8.0%     (2.7)%    18.5%     (9.5)%    --

   Cumulative 
     Gap/Total
     Assets         8.0%      5.3 %    23.7%     14.3 %    --

Amounts stated include only fixed and variable rate
instruments of 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

The Company's and First National's equity were negatively
affected in previous periods by the depressed local economy
which resulted in substantial expenses associated with problem
assets.  Management feels that it has identified its problems
and has taken the steps it feels necessary to return First
National and therefore the Company to more acceptable operating
results.  

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              March 31,   December 31,  Regulatory
Bankshares, Inc.              1995         1994        Minimums 

Tier 1 Capital/Risk
 Weighted Assets Ratio ...   13.81%       13.38%         4.00%

Total Capital/Risk 
 Weighted Assets Ratio ...   15.06%       14.63%         8.00%

Leverage Ratio ...........    7.51%        7.28%         3.00%


First National Bank         March 31,   December 31,  Regulatory
Bank of Houma                 1995         1994        Minimums 

Tier 1 Capital/Risk 
 Weighted Assets Ratio ...   13.85%       13.41%         4.00%

Total Capital/Risk 
 Weighted Assets Ratio ...   15.10%       14.66%         8.00%

Leverage Ratio ...........    7.53%        7.30%         3.00%

In January of 1995, the Company paid a dividend, which it had
declared in December of 1994, of $.10 per common share.  This
was the first dividend in several years, since the Company had
not paid a dividend since 1987.  The Company is still required
to obtain regulatory approval prior to any future dividend
declarations.

                   PART II.  OTHER INFORMATION

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

	None


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