UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For quarterly period ended September 30, 1996

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 	            (I.R.S. Employer
     of incorporation or                 Identification No.)
        organization)

7910 Main Street, Houma, Louisiana  70360
(Address of principal executive offices - Zip Code)

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

	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

INDEX

Part I.  Financial Information:

	Item 1.  Financial Statements

		Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 

		Consolidated Statements of Income - Three and nine month periods ended 
    September 30, 1996 and 1995

		Consolidated Statements of Cash Flows for nine months ended September 30, 
 	  1996 and 1995 

		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 BALANCE SHEETS
(In thousands)
                                                  	(Unaudited)
                                                     09-30-96 	 12-31-95* 

ASSETS  	     	     

Cash and due from financial institutions -  
  Non Interest Bearing                             	 $  8,383  	 $ 10,484  

Interest-bearing deposits with financial 
  institution                                        	  3,200      11,055  

Securities held-to-maturity (market value of
  $10,202 and $10,325 at September 30, 1996 and
  December 31, 1995, respectively) 	                   10,874   	  10,651  

Securities available-for-sale at market value
  (amortized cost of $65,335 and $66,883 at
  September 30, 1996 and December 31, 1995,
  respectively) 	                                      64,349  	   66,615  

Loans                                                	121,212    	109,976  

 Less: Allowance for possible loan losses           	  (1,951) 	   (2,142) 

Net Loans 	                                           119,261    	107,834  

Premises and equipment 	                                5,195      	5,340  

Other real estate and foreclosed assets, net 	            956        	992  

Other assets 	                                          6,414   	   7,518  

     TOTAL ASSETS                                   	$218,632   	$220,489  

LIABILITIES 	 	 

Deposits: 	 	 

 Non interest-bearing deposits                      	$ 31,914   	$ 30,685  

 Interest-bearing deposits 	                          160,481   	 170,155  

Total deposits 	                                      192,395    	200,840  

Federal funds purchased & securities sold
  under repurchase agreements 	                         1,947     	 1,497  

Other short term borrowings                             5,000          	0  

Accrued interest, taxes and other liabilities          	1,159      	1,028  

Dividends payable 	                                       141   	     121  

     TOTAL LIABILITIES                               	200,642    	203,486  

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                                   	(2,069)    	(3,413) 

Net unrealized losses on securities
  available-for-sale                                   (1,439) 	   (1,082) 

     TOTAL SHAREHOLDERS' EQUITY 	                      17,990      17,003  

     TOTAL LIABILITIES AND
       SHAREHOLDERS' EQUITY                          $218,632  	 $220,489  

*The Balance Sheet at December 31, 1995 has been taken from  
 the audited Balance Sheet at that date. 

The accompanying notes are an integral part of these statements. 	 	 


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

                                      	Three months ended  	Nine months ended 	 
(In thousands, except per share data) 	09-30-96 	09-30-95  	09-30-96 	09-30-95 

 INTEREST INCOME 	 	 	 	 

  Interest on deposits with
    financial institutions 	            $   24    $   94  	  $  248  	 $  305

  Interest on securities: 	 	 	 	 

    U.S. government securities            	703    	1,097     	2,545    	3,355  

    Mortgage-backed securities 	           429       	86       	829      	275  

    State and municipal securities 	        15       	15        	45       	44  

    Other securities                       	10       	52        	74      	153  

  Interest and fees on loans             2,576    	2,615     	7,547    	7,328  

  Interest on funds sold               	     0   	     0    	    35   	    49  

       Total interest income            	3,757    	3,959    	11,323   	11,509  

 INTEREST EXPENSE 	 	 	 	 

  Interest on deposits 	                 1,568  	  1,581    	 4,786   	 4,395  

  Interest on funds purchased 	             23   	    20    	    54        51  

  Interest on other short term
    borrowings 	                            29  	      0         29  	      0  

       Total interest expense 	          1,620   	 1,601    	 4,869   	 4,446
 
          Net interest income          	 2,137   	 2,358    	 6,454   	 7,063
 
Provision for possible loan losses 	        75  	      0    	   100         0  

  Net interest income after
    provision for possible loan losses 	  2,062  	  2,358   	 6,354   	 7,063  

 NON-INTEREST INCOME 	 	 	 	 

  Service charges on deposit accounts     	 290     	 255     	 802  	    749  

  Other commissions and fees               	176       	95      	374      	246  

  Other operating income                    	10       	15       	54       	99  

  Securities gains (losses) 	                 0        	0        	4       	(3) 

  Trust services income 	                   106   	    98   	   322   	   286  

       Total non-interest income           	582      	463    	1,556    	1,377  

 NON-INTEREST EXPENSE 	 	 	 	 

  Salaries 	                                633      	886    	1,856    	2,346  

  Employee benefits                        	152      	141      	441      	522  

  Net occupancy expense 	                   177      	177      	523      	492  

  Equipment expense 	                       151      	155      	454      	480  

  Expense associated with OREO
    and problem loans                        12      	 (7)    	 125      	 76  

  Other operating expense 	                 621    	  566   	 1,841   	 1,989  

       Total non-interest expense         1,746   	 1,918   	 5,240     5,905  

 Income before income taxes 	               898     	 903   	 2,670   	 2,535  

Income taxes 	                              298  	    304   	   902   	   852  

Net income 	                             $  600   	$  599   	$1,768   	$1,683  

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

     Net income 	                          $.30     	$.30     	$.88     	$.83  

     Cash dividends declared 	             $.07    	 $.05    	 $.21    	 $.10  

The accompanying notes are an integral part of these statements.

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

                                                         	Nine months ended
                                                            September 30, 	
(In Thousands)                                       	     1996 	     1995 

CASH FLOWS FROM OPERATING ACTIVITIES: 	 	 

  Net income                                             $  1,768  	$  1,683  

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

  Depreciation, amortization and accretion 	                  448       	277  

  Provision for loan losses                                  	100         	0  

  Provision for losses on other real estate 	                   0        	 1  

  Deferred income taxes                                      	843       	822  

  Realized (gains) losses on securities                       	(4)       	 3  

  (Gains) losses on sale of property                           	3    	  (128) 

  (Increase) decrease in accrued interest receivable        	(415)      	200

  Increase in accrued interest payable 	                       28       	121  

  (Increase) decrease in other assets                        	811   	 (1,448) 

  Increase in other liabilities                              	150      	 272  

NET CASH PROVIDED BY OPERATING ACTIVITIES                  	3,732     	1,803  

CASH FLOWS FROM INVESTING ACTIVITIES:   	 	 

  Proceeds from sales of securities available-for-sale     37,065        	 0  

  Proceeds from maturities and calls of securities -    

    Held-to-maturity 	                                          0    	 2,937  

    Available-for-sale                                    	17,656  	   8,426  

  Purchase of securities - 	 	 

    Available-for-sale                                   	(53,236)  	(17,029) 

  Loans purchased 	                                        (2,547)        	0  

  Loans sold                                                1,005         	0  

  Net increase in loans                                  	(10,307)  	(15,581) 

  Proceeds from sale of premises, equipment &
    foreclosed property 	                                     354      	 376  

  Purchases of premises and equipment                       	(279)     	(122) 

NET CASH (USED) INVESTING ACTIVITIES 	                    (10,289)	  (20,993) 

CASH FLOWS FROM FINANCING ACTIVITIES: 	 	 

  Net increase in non-interest bearing deposits             1,229     	1,665  

  Net decrease in interest bearing deposits
    other than certificates of deposits 	                 (11,260)  	 (2,629) 

  Increase in certificates of deposits                     	1,586   	 11,468  

  Increase (decrease) in short-term borrowings              5,450    	(1,733) 

  Dividends paid                                            	(404)     	(303) 

NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES          	(3,399)     8,468

NET (DECREASE) IN CASH AND CASH EQUIVALENTS               	(9,956) 	 (10,722) 

Cash and cash equivalents at beginning of period          	21,539    	22,955  

CASH AND CASH EQUIVALENTS AT END OF PERIOD             	 $ 11,583   $  8,750  

CASH INTEREST EXPENSE PAID 	                             $  4,840   $  4,325  

The accompanying notes are an integral part of these statements.
	 	 

FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

September 30, 1996

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).  The Company and First National
have entered into an Agreement and Plan of Merger with Whitney
Holding Corporation and Whitney National Bank (collectively,
"the Whitney") dated October 11, 1996 (the "Merger Agreement")
pursuant to which both the Company and First National have
agreed, upon the terms and subject to the conditions set forth
in the Merger Agreement, to be acquired by the Whitney.

NOTE 2:  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 financial statements and notes thereto
included in the 1995 Annual Report on Form 10-K 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 nine months interim results of 1996 are not
necessarily indicative of the results of operations expected for
the full year 1996.


FIRST NATIONAL BANKSHARES, INC. AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS


INTRODUCTION AND OVERVIEW

	First National Bankshares, Inc. (the Company) is a bank holding
company based in Houma, Louisiana operating a single active
wholly-owned subsidiary, First National Bank of Houma (First
National or the Bank).  The Company is also the sole owner of an
inactive subsidiary, First Export Corporation.  The Company's
business strategy is to provide quality, tailored financial
products and services to retail and commercial customers in the
southern parishes of Louisiana.

	The Company and First National have entered into an Agreement
and Plan of Merger with Whitney Holding Corporation ("Whitney
Holding") and Whitney National Bank (collectively, "the
Whitney") dated October 11, 1996 (the "Merger Agreement")
pursuant to which both the Company and First National have
agreed, upon the terms and subject to the conditions set forth
in the Merger Agreement, to be acquired by the Whitney (the
"Merger").  The value of the transaction is $41 million.  In the
Merger, each share of Common Stock, par value $2.50 per share,
of the Company outstanding immediately prior to the effective
time of the Merger will be converted into approximately $20.32
per share in Whitney Holding common stock, subject to certain
adjustments.  Whitney Holding common stock is quoted on the
NASDAQ-NMS, and the corporation is subject to the informational
requirements of the Exchange Act and, in accordance therewith,
files reports, proxy statements and other information with the
Securities and Exchange Commission.  The Merger is subject to
numerous conditions precedent, including without limitation
approval of the Company shareholders, and the Merger Agreement
may be terminated under certain circumstances.  Although the
Company's Board of Directors is expected to recommend that the
Company shareholders approve the Merger, there can be no
assurance the Merger will be approved or consummated.  A special
meeting of the shareholders of the Company to vote upon the
Merger is expected to be scheduled for the first quarter of 1997
(the "Special Meeting"), and attention is directed to the Proxy
Statement - Prospectus that is expected to be filed with the
Securities and Exchange Commission and delivered to the Company
shareholders in advance of the Special Meeting for a complete
description of the Merger, the Merger Agreement, the Special
Meeting, and other matters related thereto.

	The following discussion and analysis of operations for the
nine month period and quarter ending September 30, 1996
highlight the changes in financial position and results of
operations of the Company.  The financial position and results
of operations for the periods indicated were primarily
attributable to the Bank which comprises the substantial
majority of the assets and liabilities of the Company. 
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 in the
calculation of a reduction in the latter part of 1994 of the
valuation allowance against the Company's deferred income tax
asset.  To correct the error, the Company restated its financial
statements for the periods ended December 31, 1994, March 31,
1995, June 30, 1995, and September 30, 1995 and filed 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
a discussion of the impact of the restatement and for restated
financial statements for those periods, refer to the amended
periodic filings for those periods.

RESULTS OF OPERATIONS

Net Interest Income

	The Company's primary source of revenue is net interest income
which is the difference between interest income received on
interest-earning assets and the interest expense paid on
interest-bearing liabilities.  Net interest income after
provision for possible loan losses was $6,354,000 in the first
nine months of 1996, a 10.0 percent decrease over the same
period in 1995.  For the three month period ended September 30,
1996, net interest income after the provision for possible loan
losses was $2,062,000, a 12.6 percent decrease over the same
period in 1995.  Net interest income was affected by changes in
the amount and mix of interest-earning assets and
interest-bearing liabilities referred to as "volume change."  It
was also affected by changes in yields on interest-earning
assets and rates paid on interest-bearing deposits and
short-term borrowings referred to as "rate change."  The decline
in net interest income for both the three and nine month period
ended September 30, 1996 from the net interest income of the
same periods in 1995 was mainly attributable to increased
competition for the Bank's market from larger financial and
nonfinancial institutions. 

Noninterest Income and Noninterest Expense

	Noninterest income increased $179,000 or 13.0 percent in the
first nine months of 1996 and $119,000 or 25.7 percent in the
third quarter of 1996 as compared to the same periods in 1995. 
These increases reflect increased service charges on deposit
accounts, fees for trust services, commissions, exchange and
other fees.

	Noninterest expense decreased $665,000 or 11.3 percent and
$172,000 or 9.0 percent in the first nine months and third
quarter, respectively, when compared to the same periods in
1995.  The decrease was primarily attributable to a reduction in
personnel costs, the result of an organizational restructuring
process started in 1995, increased deferred personnel and other
costs associated with the lending process, and a reduction in
Federal Deposit Insurance Corporation (FDIC) insurance premiums,
a result of a decision by the FDIC in 1995 to reduce premiums
for all well capitalized insured financial institutions.

Net Income

	Consolidated income before income taxes of $2,670,000 for the
first nine months of 1996 increased $135,000, or 5.3 percent as
compared to the same period in 1995 and decreased $5,000 or 0.6
percent to $898,000 for the third quarter as compared to the
same period in 1995.  Consolidated net income increased $85,000
or 5.1 percent to $1,768,000 for the same nine month period and
$1,000 or 0.2 percent to $600,000 for the three month period,
respectively.  

	The total provision for income taxes for the nine month period
ended September 30, 1996 was $902,000 as compared to $852,000
for the nine month period ended September 30, 1995 and remained
relatively constant as a percent of income before income taxes.

BALANCE SHEET ANALYSIS

Loan Portfolio

	The Company offers a wide variety of lending products to both
commercial and consumer customers located within its target
market.  The Company also purchases loans from other financial
institutions both within and outside of the target market area
to enhance earning-asset yields and diversify the total loan
portfolio.  Interest rates charged for loans made by the Company
vary with the degree of risk, the size and maturity of loans,
the borrower's depository relationships with the Company and
prevailing market interest rates.  During the first nine months
of 1996, loans increased $11,236,000 or 10.2 percent from
year-end 1995.

Credit Risk Management and Asset Quality

	Nonperforming assets decreased $1,238,000 or 26.4 percent to
$3,447,000 at September 30, 1996 as compared to December 31,
1995. The decrease was primarily attributable to reimbursement
by a U.S. Government agency of their guaranteed portion of these
loans.  Shown below is a schedule of the Company's nonperforming
assets (in thousands):

                                           	09-30-96   	12-31-95 

Loans: 	 	 

  90 days or more past due, but still
    accruing interest 	                      $  347    	 $   66    

  Renegotiated loans still accruing 	           428        	479    

  Nonaccruing 	                               1,716      	3,148    

Total nonperforming loans 	                   2,491      	3,693    

Other real estate and foreclosed 
  property (net of reserves)                    956       	 992    

Total nonperforming assets                  	$3,447     	$4,685    

	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 existing terms and
conditions.  At September 30, 1996 these loans totaled
approximately $605,000.  This represents an increase of $169,000
or 38.8 percent from the $436,000 balance on December 31, 1995.

Allowance for Possible Loan Losses

	Based on information available at September 30, 1996,
management believes the allowance for possible loan losses of
$1,951,000, which comprised 1.6 percent of total loans, is
adequate as an allowance against possible future loan losses. 
At September 30, 1996, the allowance for possible loan losses
decreased $191,000 from the $2,142,000 recorded at December 31,
1995.  This decrease was, in part, due to the net charge off of
$219,000 of loans deemed uncollectible.

	During the third quarter of 1996, the Company recorded a
$75,000 provision for possible loan losses.  The provision was
deemed appropriate by management due to the increasing volume of
loans recorded by the Bank.  The amount of provision for
possible loan losses is dependent on a variety of factors,
including size of the loan portfolio, actual or expected loan
losses and recoveries of prior losses.

Investment Securities

	At September 30, 1996, investment securities totaled
$75,223,000, a $2,043,000 or 2.6 percent decrease over the
$77,266,000 recorded at December 31, 1995.  Securities
classified available-for-sale decreased $2,266,000 or 3.4
percent while securities classified as held-to-maturity showed
no significant change in carrying value.  The decrease in
securities primarily resulted from increased demand for
liquidity to fund loan growth.  Available-for-sale securities
are recorded at market value with variances between market value
and amortized cost recognized as an adjustment to shareholders'
equity on an after-tax basis.  Held-to-maturity securities are
recorded at book value.  However, due to the transfer of
securities between available-for-sale and held-to-maturity which
occurred in 1994, certain unrealized losses (net of applicable
income taxes) attributable to the held-to-maturity portfolio
have been recorded in shareholders' equity as well.  Net
unrealized losses in securities at September 30, 1996 increased
$357,000 as compared to December 31, 1995.

Deposits

	The Company primarily attracts deposits from local businesses
and professionals, or governmental bodies, and through retail
certificates of deposit, savings and checking accounts. 
Maintaining steady and growing levels of deposits is an
important objective to the Company as part of an overall
management program to obtain funding sources for earning assets
and maintain adequate levels of liquidity.  The Company did not
have any brokered accounts during the first three quarters of
1996 and 1995.  The Company has no foreign deposits.

	Total deposits decreased $8,445,000 or 4.2 percent to
$192,395,000 as of September 30, 1996, from $200,840,000 at
December 31, 1995.  Non interest bearing deposits increased
$1,229,000, or 4.0 percent, as of September 30, 1996 from
year-end 1995.  Interest bearing deposits declined $9,674,000 or
5.7 percent for the same period.  These expected decreases were
primarily the result of lower public fund deposits following the
year-end 1995 property tax collections which were distributed
shortly thereafter to various government agencies in early
January 1996 and seasonal fluctuations in each deposit category. 

Capital

	Shareholders' equity increased $987,000 to $17,990,000 at
September 30, 1996 from December 31, 1995, due to earnings for
the period of $1,768,000 less $424,000 in dividends declared and
a $357,000 adjustment due to the after income tax effects of
unrealized losses on investment securities.  

	The Company and First National are subject to the regulatory
risk-based capital guidelines.  The applicable risk-based
capital ratios are as follows:

                                                           Regulatory
 First National Bankshares, Inc.   	 09-30-96 	 12-31-95    Minimums 

Tier 1 Capital/Risk Weighted
  Assets Ratio                        14.27%   	 14.14%    	 4.00%   

Total Capital/Risk Weighted 
  Assets Ratio                      	 15.52%   	 15.39%      8.00%   

 Leverage Ratio 	                      8.48%   	  8.04%   	  3.00%   

                                                           Regulatory
 First National Bank of Houma 	      09-30-96 	 12-31-95 	  Minimums 

Tier 1 Capital/Risk Weighted 
  Assets Ratio                        14.17%   	 14.02%      4.00%   

Total Capital/Risk Weighted 
  Assets Ratio                      	 15.42%   	 15.27%      8.00%   

 Leverage Ratio                     	  8.42%  	   7.98%   	  3.00%   

	In January of 1996, the Company paid a $.06 per common share
dividend previously declared in December of 1995.  In February
of 1996, the Company declared a $.07 per common share dividend
paid in April of 1996.  In May of 1996 the Company declared an
additional dividend of $.07 per common share payable in July of
1996.  In August of 1996, the Company declared a dividend of
$.07 per common share payable in October of 1996.  

LIQUIDITY AND ASSET LIABILITY MANAGEMENT

	The Company has identified approximately $64,000,000 in
securities which it classified as Available-for-Sale under the
provisions of SFAS 115 "Accounting for Certain Investments in
Debt and Equity Securities" which are carried in the
consolidated balance sheets at net realizable value.  In
management's opinion, the combination of these investment
securities, in conjunction with other liquid assets and arranged
borrowing lines with financial institutions, is adequate to meet
all potential funding needs of the Company.  At September 30,
1996, the Bank borrowed $5,000,000 in partially secured short
term funds from the Federal Home Loan Bank to meet these
temporary needs.

	The Company recognizes the potential impact on earnings given
changes in market interest rate conditions.  This interest
sensitivity is monitored closely by management.  A schedule of
the Company's interest sensitivity/GAP analysis follows:

INTEREST SENSITIVITY/GAP ANALYSIS
(in thousands) 	 	 	 	 	 

September 30, 1996                	INTEREST RATE SENSITIVITY PERIOD 				

                           	0-3       4-12       1-5       Over
                           Months 	  Months 	   Years   	 5 Years 	    TOTAL 

ASSETS: 	 	 	 	 	 

  Loans                  $ 22,261  	$  6,727  	$51,387   	$40,837   	$121,212 

  Investments 	            34,918    	22,217    	8,681     	9,407     	75,223 

  Other 	                   3,200         	0        	0         	0      	3,200 

Total assets            	$ 60,379  	$ 28,944  	$60,068   	$50,244   	$199,635 

FUNDING SOURCES: 	  	 	 	 	 

  Interest-bearing 
    deposits 	           $ 98,879 	 $ 37,282 	 $21,980  	 $ 2,340  	 $160,481 

  Short-term funds 	        6,947         	0        	0         	0      	6,947 

Total funding sources  	 $105,826   $ 37,282   $21,980 	  $ 2,340 	  $167,428 

REPRICING/MATURITY GAP: 	  	  	 	 	 

  Period               	 $(45,447) 	$ (8,338) 	$ 38,088  	$47,904 	 

  Cumulative 	           $(45,447) 	$(53,785) 	$(15,697) 	$32,207 	 

  Period gap/
   total assets          	 (22.8%)   	 (4.2%) 	    19.1%    24.0% 	 

  Cumulative gap/
   total assets          	 (22.8%)  	 (26.9%) 	    (7.9%)   16.1% 	 

Amounts stated include both fixed and variable rate instruments
in the balance sheet.  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.   					


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:  November 13, 1996 	             BY   /s/ Jerome H. Mire           
                                            	   JEROME H. MIRE
                                      	   CHIEF EXECUTIVE OFFICER AND
                                            	     PRESIDENT


DATE:  November 13, 1996	              BY   /s/ James K. Kendrick        
                                            	   JAMES K. KENDRICK
                                          CHIEF FINANCIAL OFFICER AND
                                                  COMPTROLLER