FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


For the quarterly period ended March 31, 2002

                                       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 No.  0-19618

                        FIRST COMMUNITY BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

Indiana                                       35-1833586
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation ororganization)

                                136 East Harriman
                             Bargersville, IN 46106
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (317) 422-5171
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                                              Yes  X     No
                                                  ---       ---

Outstanding Shares of Common Stock on May 1, 2002               1,042,926


<PAGE>

                FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
                                    FORM 10-Q

                                      INDEX
                                                                        Page No.
                                                                        --------

Forward Looking Statement.....................................................3

Part I. Financial Information:

    Item 1.  Financial Statements:

                  Consolidated Condensed Balance Sheets.......................4

                  Consolidated Condensed Statements of Income.................5

                  Consolidated Condensed Statements of Comprehensive Income ..6

                  Consolidated Condensed Statement of Stockholders' Equity....7

                  Consolidated Condensed Statements of Cash Flows.............8

                  Notes to Consolidated Condensed Financial Statements........9

    Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations........................9

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk......13

Part II.  Other Information:

    Item 1.  Legal Proceedings...............................................13

    Item 2.  Changes In Securities...........................................13

    Item 3.  Defaults Upon Senior Securities.................................13

    Item 4.   Submission of Matters to a Vote of Security Holders............13

    Item 5.  Other Information...............................................14

    Item 6.  Exhibits and Reports on Form 8-K................................14

Signatures...................................................................15


                                       2
<PAGE>

                            FORWARD LOOKING STATEMENT

This Quarterly Report on Form 10-Q ("Form 10-Q") contains statements which
constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this Form 10-Q and include statements regarding the intent, belief,
outlook, estimate or expectations of the Company (as defined below), its
directors or its officers primarily with respect to future events and the future
financial performance of the Company. Readers of this Form 10-Q are cautioned
that any such forward looking statements are not guarantees of future events or
performance and involve risks and uncertainties, and that actual results may
differ materially from those in the forward looking statements as a result of
various factors. The accompanying information contained in this Form 10-Q
identifies important factors that could cause such differences. These factors
include changes in interest rates; loss of deposits and loan demand to other
financial institutions; substantial changes in financial markets; changes in
real estate values and the real estate market or regulatory changes.




                                       3
<PAGE>


Item 1.           Financial Statements
-------           --------------------


                FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>
                                                                March 31,      December 31,
                                                                  2002             2001
                                                             ------------------------------
                                                               (Unaudited)
<S>                                                          <C>              <C>
Assets
     Cash and due from banks                                 $   1,687,756    $   1,683,913
     Short-term interest-bearing deposits                        9,606,556        5,003,537
                                                             ------------------------------
         Cash and cash equivalents                              11,294,312        6,687,450
     Investment securities available for sale                    3,627,105        3,968,964
        Mortgage loans held for sale                               446,923          554,261
     Loans                                                     124,879,151      127,241,655
         Allowance for loan losses                              (1,166,835)      (1,114,466)
                                                             ------------------------------
              Net loans                                        123,712,316      126,127,189
     Premises and equipment                                      4,480,966        4,564,691
     Federal Home Loan Bank of Indianapolis stock, at cost       1,025,000        1,025,000
     Interest receivable                                           857,178          849,933
     Cash value of life insurance                                2,454,882        2,432,547
     Other assets                                                1,115,306        1,167,454
                                                             ------------------------------

         Total assets                                        $ 149,013,988    $ 147,377,489
                                                             ==============================

Liabilities
     Deposits
         Noninterest-bearing                                 $  11,579,848    $  11,037,797
         Interest-bearing                                      109,578,915      106,685,724
                                                             ------------------------------
              Total deposits                                   121,158,763      117,723,521
     Federal Home Loan Bank of Indianapolis advances            13,500,000       15,500,000
     Other borrowings                                            2,547,692        2,555,914
     Interest payable                                              263,275          298,583
     Other liabilities                                           1,224,932        1,108,065
                                                             ------------------------------
         Total liabilities                                     138,694,662      137,186,083
                                                             ------------------------------

Commitments and Contingent Liabilities

Stockholders' Equity
     Preferred stock, no-par value
         Authorized and unissued - 1,000,000 shares
     Common stock, no-par value
         Authorized - 4,000,000 shares
         Issued and outstanding -1,040,926 shares                7,043,990        7,043,990
     Retained earnings and contributed capital                   3,271,334        3,145,348
     Accumulated other comprehensive income                          4,002            2,068
                                                             ------------------------------
         Total stockholders' equity                             10,319,326       10,191,406
                                                             ------------------------------

         Total liabilities and stockholders' equity          $ 149,013,988    $ 147,377,489
                                                             ==============================
</TABLE>

See notes to consolidated condensed financial statements.

                                       4
<PAGE>

                FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
                   Consolidated Condensed Statements of Income
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                              March 31
                                                      -----------------------
                                                         2002         2001
                                                      -----------------------
<S>                                                   <C>          <C>
Interest Income
     Loans, including fees                            $2,400,539   $2,757,035
     Investment securities
         Taxable                                           9,262       24,448
         Tax exempt                                       33,093       97,592
     Interest-bearing time deposits                       25,968       21,742
     Dividends                                            16,598       19,713
                                                      -----------------------
         Total interest income                         2,485,460    2,920,530
                                                      -----------------------

Interest Expense
     Deposits                                            826,992    1,445,156
     FHLB advances                                       195,869      221,651
     Other borrowings                                     46,262       46,524
                                                      -----------------------
         Total interest expense                        1,069,123    1,713,331
                                                      -----------------------

Net Interest Income                                    1,416,337    1,207,199
     Provision for loan losses                            71,500       34,250
                                                      -----------------------
Net Interest Income After Provision for Loan Losses    1,344,837    1,172,949
                                                      -----------------------

Other Income
     Trust fees                                           19,765       18,640
     Gain on sale of loans                                38,806        2,668
     Service charges on deposit accounts                 170,870      152,280
        Non-customer ATM fee income                       34,763       29,267
     Other operating income                               68,949       38,651
                                                      -----------------------
         Total other income                              333,153      241,506
                                                      -----------------------

Other Expenses
     Salaries and employee benefits                      652,776      578,221
     Premises and equipment                              173,085      173,156
     Advertising                                          24,904       28,722
     Data processing fees                                181,355      151,516
     Deposit insurance expense                             5,275       15,598
     Printing and office supplies                         42,623       34,793
     Legal and professional fees                          71,501       49,907
     Telephone expense                                    29,060       29,239
     Other operating expense                             161,352      134,861
                                                      -----------------------
         Total other expenses                          1,341,931    1,196,013
                                                      -----------------------

Income Before Income Tax                                 336,059      218,442
     Income tax expense                                  105,781       39,892
                                                      -----------------------

Net Income                                            $  230,278   $  178,550
                                                      =======================

Basic earnings per share                              $      .22   $      .17
Diluted earnings per share                                   .21          .17
Dividends per share                                          .10          .04
</TABLE>

See notes to consolidated condensed financial statements.

                                       5
<PAGE>

                FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
            Consolidated Condensed Statements of Comprehensive Income
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                  March 31,
                                                             -------------------
                                                               2002       2001
                                                             -------------------
<S>                                                          <C>        <C>
Net Income                                                   $230,278   $178,550
Other comprehensive income, net of tax
    Unrealized gains  on securities available for sale
        Unrealized holding gains arising during the period,     1,934     92,089
         net of tax expense of $1,269 and $60,402
                                                             -------------------
 Comprehensive income                                        $232,212   $270,639
                                                             ===================
</TABLE>



See notes to consolidated condensed financial statements

                                       6
<PAGE>

                FIRST COMMUNITY BANCSHARES, INC AND SUBSIDIARIES
            Consolidated Condensed Statement of Stockholders' Equity
                    For the Three Months Ended March 31, 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              Retained
                                         Common Stock         Earnings       Accumulated
                                    ----------------------      and             Other
                                       Shares                Contributed    Comprehensive
                                     Outstanding    Amount     Capital          Income        Total
                                    -------------------------------------------------------------------
<S>                                   <C>         <C>         <C>             <C>          <C>
Balances, January 1, 2002             1,042,926   $7,043,990  $3,145,348      $   2,068    $10,191,406

    Net income for the period                                    230,278                       230,278
    Unrealized gains on securities                                                1,934          1,934
      Cash dividend ($.10 per share)                            (104,292)                     (104,292)
                                    -------------------------------------------------------------------

Balances, March 31, 2002              1,042,926   $7,043,990  $3,271,334      $   4,002    $10,319,326
                                    ===================================================================
</TABLE>


See notes to consolidated condensed financial statements.


                                       7
<PAGE>

                FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                      March 31,
                                                                            ----------------------------
                                                                                2002            2001
                                                                            ----------------------------
<S>                                                                         <C>             <C>
Operating Activities
     Net income                                                             $    230,278    $    178,550
     Adjustments to reconcile net income to net cash provided by
        operating activities
       Provision for loan losses                                                  71,500          34,250
       Depreciation and amortization                                              85,748          81,712
       Investment securities amortization (accretion)                              4,745          17,919
       Net change in:
         Mortgage loans held for sale                                            107,338               0
              Cash value of life insurance                                       (22,335)        (21,141)
              Interest receivable                                                 (7,245)        105,007
         Interest payable                                                        (35,308)         56,851
       Other adjustments                                                          28,300         148,540
                                                                            ----------------------------
              Net cash provided by operating activities                          463,021         601,688
                                                                            ----------------------------

Investing Activities
     Proceeds from maturities of securities available for sale                   340,317         156,015
     Proceeds from paydowns and maturities of securities held to maturity              0           5,000
        Purchases of FHLB stock                                                        0        (147,200)
        Net change in loans                                                    2,430,673      (2,404,081)
     Purchases of property and equipment                                          (2,023)        (17,984)
                                                                            ----------------------------
              Net cash provided by (used in) investing activities              2,768,967      (2,408,250)
                                                                            ----------------------------

Financing Activities
     Net change in
       Noninterest-bearing, NOW and savings deposits                             542,051      (3,235,765)
       Certificates of Deposit                                                 2,893,191       3,921,648
     Proceeds from borrowings                                                          0       3,500,000
     Repayment of borrowings                                                  (2,008,222)     (1,007,658)
     Dividends paid                                                              (52,146)        (41,597)
     Stock options exercised                                                           0           6,875
                                                                            ----------------------------
              Net cash provided by financing activities                        1,374,874       3,143,503
                                                                            ----------------------------

Net Change in Cash and Cash Equivalents                                        4,606,862       1,336,941

Cash and Cash Equivalents, Beginning of Period                                 6,687,450       4,886,382
                                                                            ----------------------------

Cash and Cash Equivalents, End of Period                                    $ 11,294,312    $  6,223,323
                                                                            ============================

Supplemental cash flow disclosures
     Interest paid                                                          $  1,104,431    $  1,656,480
     Income tax paid                                                             155,000               0
     Dividend payable                                                             52,146          41,637
        Loans to finance the sale of real estate owned                            87,300          98,790
</TABLE>

See notes to consolidated condensed financial statements.

                                       8
<PAGE>

                FIRST COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
              Notes to Consolidated Condensed Financial Statements
                                 March 31, 2002
                                   (Unaudited)

Note 1: Basis of Presentation
-----------------------------

The consolidated financial statements include the accounts of First Community
Bancshares, Inc. (the "Company") and its wholly owned subsidiaries, First
Community Bank & Trust, a state chartered bank (the "Bank") and First Community
Real Estate Management, Inc. ("FCREMI"). FCREMI holds and manages real estate
used by the Company and the Bank. A summary of significant accounting policies
is set forth in Note 1 of Notes to Financial Statements included in the December
31, 2001, Annual Report to Shareholders on Form 10-K. All significant
intercompany accounts and transactions have been eliminated in consolidation.

The interim consolidated financial statements have been prepared in accordance
with instructions to Form 10-Q, and therefore do not include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles.

The interim consolidated financial statements at March 31, 2002, and for the
three months ended March 31, 2002 and 2001, have not been audited by independent
accountants, but reflect, in the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows for such periods.


Note 2: Earnings Per Share
--------------------------

<TABLE>
<CAPTION>
                                                 Three Months Ended                           Three Months Ended
                                                   March 31, 2002                               March 31, 2001
                                                   --------------                               --------------
                                                    Weighted                                       Weighted        Per
                                                     Average       Per Share                        Average       Share
                                        Income       Shares         Amount             Income       Shares        Amount
                                        ------       ------         ------             ------       ------        ------
<S>                                      <C>           <C>             <C>              <C>          <C>             <C>
Basic earnings per share
      Income available to common
       shareholders                      $230,278      1,042,926       $  .22           $178,550     1,039,993       $  .17
                                                                    ==========                                    ==========

Effect of dilutive stock options                           1,913                                           177
Effect of convertible  debt                10,568         90,910                          10,568        90,910
                                      --------------------------                     -------------------------
Diluted earnings per share
      Income available to    common
       shareholders and assumed
       conversions                       $240,846      1,135,749       $  .21           $189,118     1,131,080        $ .17
                                      ==========================    ==========       =========================    ==========
</TABLE>


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

General
-------

The Bank is a subsidiary of the Company and operates as an Indiana commercial
bank. In 1998, the Company formed a subsidiary, First Community Real Estate
Management, Inc. whose purpose is to purchase and lease back to the Bank
properties originally owned by the Bank thereby allowing the Bank to redeploy
its capital for other uses. The Bank makes monthly lease payments to FCREMI as
lessee of these locations. These lease payments are sufficient to service the
debt incurred by FCREMI to purchase these properties. As a bank

                                       9
<PAGE>

holding company, the Company depends upon the operations of its subsidiaries for
all revenue and reports its results of operations on a consolidated basis with
its subsidiaries.

The Bank's profitability depends primarily upon the difference between the
income on its loans and investments and the cost of its deposits and borrowings.
This difference is referred to as the spread or net interest margin. The
difference between the amount of interest earned on loans and investments and
the interest incurred on deposits and borrowings is referred to as net interest
income. Interest income from loans and investments is a function of the amount
of loans and investments outstanding during the period and the interest rates
earned. Interest expense related to deposits and borrowings is a function of the
amount of deposits and borrowings outstanding during the period and the interest
rates paid.

Financial Condition
-------------------

Total assets increased $1.6 million, or 1.1%, to $149.0 million at March 31,
2002, from $147.4 million at December 31, 2001. Net loans decreased from $126.1
million on December 31, 2001 to $123.7 million on March 31, 2002, or 1.9%.
Deposits increased 2.9% from $117.7 million on December 31, 2001 to $121.2
million on March 31, 2002. FHLB advances decreased $2.0 million or 12.9% during
the same time frame. Stockholders' equity was $10.3 million at March 31, 2002 as
compared to $10.2 million at December 31, 2001.

The Bank experienced lower demand in both its commercial real estate and
installment loans during the quarter ended March 31, 2002 primarily due to the
local economy. These net loan decreases of $2.4 million were primarily invested
into overnight time deposits at the Federal Home Loan Bank of Indianapolis.
Management will seek out alternative investments, such as US Treasury Notes or
US Agencies, from time to time when the terms of these investments outperform
time deposit terms or for asset/liability matching purposes.

Results of Operations
---------------------

The Company had net income of $230,000 during the three months ended March 31,
2002 as compared to $179,000 for the three months ended March 31, 2001. This
$51,000 increase in net income between the two periods represents a 28.5%
increase. Net interest income was $1.4 million for the three months ended March
31, 2002 as compared to $1.2 million for the three month period ended March 31,
2001.

The Company felt the effects of interest rate drops during 2002. The Bank's
deposits were able to reprice in proportion to the interest-earning assets,
which repriced during this same time frame. As a result, net interest income was
increased by approximately $200,000 when comparing the quarter ended March 31,
2002 to the quarter ended March 31, 2001. This occurrence held true, even though
the Bank had less interest earning assets and more interest-bearing liabilities
on the books during the quarter ended March 31, 2002 when compared to the
quarter ended March 31, 2001.

Management continued to focus on increasing non-interest income and holding
steady or reducing non-interest expenses during the quarter ended March 31,
2002. As a result of these efforts, non-interest income increased $91,000 or
37.6% from $242,000 for the three (3) months ended March 31, 2001 to $333,000
for the three (3) months ended March 31, 2002. This increase was primarily due
to:

o    increased service charges on deposit accounts of $19,000,
o    increased gain on sale of loans of $36,000,
o    and increased other operating income of $30,000 for the three (3) months
     ended March 31, 2002 .

The increase in service charges on deposit accounts can be attributed to more
demand deposit accounts being serviced by the Bank coupled with fee change
differences between periods. The increase in other operating income was
primarily due to cash surrender value increases on Company owned life insurance.

                                       10
<PAGE>

Non-interest expenses increased $146,000 or 12.2% for the quarter ended March
31, 2002 compared to the same period in 2001. This increase was composed
primarily of a $26,000 increase in other operating expense, an $8,000 increase
in printing and office supplies and by increases of $29,000 and $75,000 in data
processing fees and salaries, respectively. Management has made a commitment to
continue to monitor all non-interest expenses to further reduce expenses when
practicable.

Income taxes increased $66,000 for the three months ended March 31, 2002, when
compared to the same period in 2001 primarily due to both the Company's
increased pre-tax income and a decrease in the Company's tax exempt securities
portfolio. The Company's effective tax rate was 31.5% during the quarter ended
March 31, 2002 compared to 18.3% during the quarter ended March 31, 2001.

Asset Quality
-------------

The Bank currently classifies loans as substandard, doubtful and loss to assist
management in addressing collection risks and pursuant to regulatory
requirements which are not necessarily consistent with generally accepted
accounting principles. Substandard loans represent credits characterized by the
distinct possibility that some loss will be sustained if deficiencies are not
corrected. Doubtful loans possess the characteristics of substandard loans, but
collection or liquidation in full is doubtful based upon existing facts,
conditions and values. A loan classified as a loss is considered uncollectible.
As of March 31, 2002, the Bank had $3.1 million of loans classified as
substandard, none as doubtful and none as loss. The allowance for loan losses
was $1.2 million or .93% of net loans receivable at March 31, 2002 compared to
$1.1 million or .88% of net loans receivable at December 31, 2001. A portion of
classified loans are non-accrual loans. First Community had non-accrual loans
totaling $1.6 million at both March 31, 2002 and December 31, 2001.

Asset/Liability Management
--------------------------

One of the actions undertaken by the Bank's management has been to adopt
asset/liability management policies in an attempt to reduce the susceptibility
of the Bank's net interest spread to the adverse impact of volatile interest
rates by attempting to match maturities (or time-to-repricing) of assets with
maturities or repricing of liabilities and then actively managing any mismatch.
Accomplishing this objective requires attention to both the asset and liability
sides of the balance sheet. The difference between maturity of assets and
maturity of liabilities is measured by the interest-rate gap.

At March 31, 2002, the Bank's one-year cumulative interest-rate gap as a percent
of total assets was a negative 12.7%. This negative interest-rate gap represents
substantial risk for the Bank in an environment of rising interest rates. A
negative interest-rate gap means the Bank's earnings are vulnerable in periods
of rising interest rates because during such periods the interest expense paid
on liabilities will generally increase more rapidly than the interest income
earned on assets. Conversely, in a falling interest-rate environment, the total
interest expense paid on liabilities will generally decrease more rapidly than
the interest income earned on assets. A positive interest-rate gap would have
the opposite effect.

Asset management goals have been directed toward obtaining a suitable balance of
asset quality, liquidity and diversification in order to stabilize and improve
earnings. The asset management strategy has concentrated on shortening the
maturity of its loan portfolio by increasing adjustable-rate loans and
short-term installment and commercial loans. However, increasing short-term
installment and commercial loans increases the overall risk of the loan
portfolio. Such risk relates primarily to collection and to the loans that often
are secured by rapidly depreciating assets. The Company's ratio of
non-performing assets to total assets was 1.66 % at March 31, 2002 and 1.37 % at
December 31, 2001.

                                       11
<PAGE>

The primary goal in the management of liabilities has been to extend the
maturities and improve the stability of deposit accounts. Management has
attempted to combine a policy for controlled growth with a strong, loyal
customer base to control interest expense.


The following schedule illustrates the interest-rate sensitivity of
interest-earning assets and interest-bearing liabilities at March 31, 2002.
Mortgages which have adjustable or renegotiable interest rates are shown as
subject to change every one to three years based upon the contracted-for
adjustment period. This schedule does not reflect the effects of possible loan
prepayments or enforcement of due-on-sale clauses.

<TABLE>
<CAPTION>
                                                           At March 31, 2002 Maturing or Repricing
                                             --------------------------------------------------------------------

                                               One Year       1 - 3         3 - 5        Over 5
                                               or Less        Years         Years         Years        Total
                                             --------------------------------------------------------------------
                                                                     (Dollars in 000's)
<S>                                           <C>           <C>           <C>           <C>           <C>
Interest-earning assets:
   Adjustable rate mortgages                  $  13,104     $   7,943     $   5,820     $     149     $  27,016
   Fixed rate mortgages                           3,717         2,749         3,269        17,559        27,294
   Commercial loans                              22,324         4,596         3,740         1,861        32,521
   Consumer loans                                14,229        14,078         4,966         1,507        34,780
   Tax-exempt loans and leases                      971           532           506           149         2,158
   Investments                                      838           555         1,085         1,149         3,627
   FHLB stock                                     1,025                                                   1,025
   Interest-bearing deposits                      9,600                                                   9,600
                                             --------------------------------------------------------------------
       Total interest-earning assets             65,808        30,453        19,386        22,374       138,021
                                             --------------------------------------------------------------------
Interest-bearing liabilities:
   Fixed maturity deposits                       44,901         9,508         5,960         1,146        61,515
   Other deposits                                38,318        14,722         5,192         1,576        59,808
   FHLB advances                                  1,500         1,500         5,500         5,000        13,500
                                             --------------------------------------------------------------------
       Total interest-bearing liabilities        84,719        25,730        16,652         7,722       134,823
                                             --------------------------------------------------------------------
Excess (deficiency) of interest-earning         (18,911)        4,723         2,734        14,652         3,198
assets over interest-bearing liabilities
Cumulative excess (deficiency) of
interest-earning assets over
interest-bearing liabilities                    (18,911)      (14,188)      (11,454)        3,198
Cumulative ratio at March 31, 2002 as a
percent of total assets                           (12.7)%        (9.5)%        (7.7)%         2.2%
</TABLE>

Liquidity and Capital Resources
-------------------------------

Liquidity refers to the ability of a financial institution to generate
sufficient cash to fund current loan demand, meet savings deposit withdrawals
and pay operating expenses. The primary sources of liquidity are cash,
interest-bearing deposits in other financial institutions, marketable
securities, loan repayments, increased deposits and total institutional
borrowing capacity.

                                       12
<PAGE>

Cash and interest-bearing deposits, when combined with investments, have
remained a relatively constant percent of total assets, while increasing in
dollar volume. Management's goal is to maintain approximately twenty percent
(20%) to twenty-five percent (25%) of total assets in cash, interest-bearing
deposits and investments in order to satisfy the Company's need for liquidity
and other short-term obligations. Management believes that it has adequate
liquidity for the Company's short- and long-term needs. Short-term liquidity
needs resulting from normal deposit/withdrawal functions are provided by the
Company retaining a portion of cash generated from operations in a Federal Home
Loan Bank ("FHLB") daily investment account. This account acts as a short-term
liquidity source while providing interest income to the Company. Long-term
liquidity and other liquidity needs are provided by the ability of the Company
to borrow from the FHLB. The balance of its FHLB advances was $13.5 million at
March 31, 2002 and $15.5 million at December 31, 2001.

At March 31, 2002, the Bank had a tier 1 leverage ratio of approximately 7.43%
and a total risk-based capital ratio of approximately 10.47%. The regulatory
tier 1 leverage and total risk-based capital requirements are 4.0% and 8.0%
respectively.

Impact of Inflation and Changing Prices
---------------------------------------

The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles. These principles
require the measurement of financial position and operating results in terms of
historical dollars, without considering changes in the relative purchasing power
of money over time due to inflation.

The primary assets and liabilities of the Company are monetary in nature.
Consequently, interest rates generally have a more significant impact on
performance than the effects of inflation. Interest rates, however, do not
necessarily move in the same direction or with the same magnitude as the price
of goods and services. In a period of rapidly rising interest rates, the
liquidity and the maturity structure of the Company's assets and liabilities are
critical to the maintenance of acceptable performance levels.

Other
-----

The Securities and Exchange Commission maintains a Web site that contains
reports, proxy information statements, and other information regarding
registrants that file electronically with the Commission, including First
Community. The address is (http://www.sec.gov).

Item 3.           Quantitative and Qualitative Disclosures About Market Risk
-------           ----------------------------------------------------------

The Company qualifies as a small business issuer and is not required under
Section 229.305 of Regulation S-K to provide the information specified by this
item.



                           Part II - Other Information

Item 1.           Legal Proceedings.
-------           ------------------
                  None.

Item 2.           Changes in Securities.
-------           ----------------------
                  None.

Item 3.           Defaults upon Senior Securities.
-------           --------------------------------
                  Not applicable.


                                       13
<PAGE>

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

Item 5.           Other Information.
-------           ------------------
                  None.

Item 6.           Exhibits and Reports on Form 8-K.
-------           --------------------------------
                  (a)  No reports were filed on Form 8-K during the quarter
                       ended March 31, 2002.


                                       14
<PAGE>

                                   SIGNATURES

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

                                    FIRST COMMUNITY BANCSHARES, INC.

    Date:    May 10, 2002           By: /s/ Albert R. Jackson III
             ------------               --------------------------------
                                        Albert R. Jackson III
                                        Chief Executive Officer,
                                        Chief Financial Officer and Director



                                       15