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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-K



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|x | Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



OR



| ̈ | Transition Report Pursuant to Section 13 or 15 (d) or the Securities Exchange Act of 1934
|- | -----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 0-11671



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FIRST CENTURY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|West Virginia                                                  |  | 55-0628089                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|500 Federal Street, Bluefield, WV                              |  | 24701                            
|(Address of principal executive offices)                       |  | (Zip Code)                       



Registrants
telephone number, including area code: (304) 325-8181



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Securities registered pursuant to Section 12(b) of the Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which registered
|NONE                |  | NONE                                     



Securities
registered pursuant to Section 12(g) of the Act:



First
Century Bankshares, Inc.: $1.25 Par Value - Common Stock

(Title of class)



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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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether
the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x



The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the registrant as of June 30, 2004 (the last business day of the registrants most recently completed second fiscal
quarter) was $31,398,576.



The number of shares outstanding of
the registrants common stock as of March 11, 2005, was 1,990,800.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of
the annual shareholders report for the fiscal year ended December 31, 2004 are incorporated by reference into Part II.



Portions of the proxy statement for the annual shareholders meeting to be held April 19, 2005 are incorporated by reference into Part III.



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FIRST CENTURY BANKSHARES, INC.

2004 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS



|           |  |                                                                                                |  |       
|---------- |  | ---------------------------------------------------------------------------------------------- |  | ------
|PART I    
|           |  |                                                                                               
|ITEM 1.    |  | BUSINESS                                                                                       |  | 3     
|ITEM 2.    |  | PROPERTIES                                                                                     |  | 7     
|ITEM 3.    |  | LEGAL PROCEEDINGS                                                                              |  | 7     
|ITEM 4.    |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                            |  | 7     
|          
|PART II   
|           |  |                                                                                               
|ITEM 5.    |  | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                          |  | 7     
|ITEM 6.    |  | SELECTED FINANCIAL DATA                                                                        |  | 8     
|ITEM 7.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS          |  | 8     
|ITEM 7A.   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                     |  | 8     
|ITEM 8.    |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                    |  | 8     
|ITEM 9.    |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE           |  | 8     
|ITEM 9A.   |  | CONTROLS AND PROCEDURES                                                                        |  | 9     
|ITEM 9B.   |  | OTHER INFORMATION                                                                              |  | 9     
|          
|PART III  
|           |  |                                                                                               
|ITEM 10.   |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                             |  | 9     
|ITEM 11.   |  | EXECUTIVE COMPENSATION                                                                         |  | 9     
|ITEM 12.   |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 9 - 10
|ITEM 13.   |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                 |  | 10    
|ITEM 14.   |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                         |  | 10    
|          
|PART IV   
|           |  |                                                                                               
|ITEM 15.   |  | EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES                                                    |  | 10 -11
|SIGNATURES |  | 12 -13                                                                                        



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PART I



ITEM 1. BUSINESS



FIRST CENTURY BANKSHARES, INC.



First Century Bankshares, Inc. (Corporation or
Registrant), formerly Pocahontas Bankshares Corporation, was organized under the laws of West Virginia in 1983 at the direction of the Board of Directors of The First National Bank of Bluefield (Bluefield). On March 1, 1984,
the effective date of the corporate reorganization, the shareholders of Bluefield became the shareholders of the Corporation, and Bluefield became a wholly-owned subsidiary of the Corporation. On March 11, 1988, the Registrant acquired control of
the Bank of Oceana, Oceana, WV (Oceana). On May 24, 1991, the Registrant formed First Century Bank, Roanoke, Virginia. During 1993, the main office of First Century Bank was redesignated to Wytheville, Virginia. Effective November 28,
1994, the merger of Bank of Oceana into The First National Bank of Bluefield was completed and the name of the resulting entity was changed to First Century Bank, National Association (FCBNA), with its main office in Bluefield, West
Virginia. Effective May 7, 1999, First Century Bank was merged into FCBNA.



During 2001, the Corporation formed a financial subsidiary, First Century Financial Services, LLC, (FCFSLLC). This entity conducts the Corporations insurance activities through its investment in the
Bankers Insurance Corporation, a relationship among several community banks, which offers a full range of insurance products and services. This entity was formed with a minimal capital investment which is carried at cost and eliminates upon
consolidation.



Substantially, all of the operations of the
Corporation are carried on through FCBNA which is the Registrants only banking subsidiary. The officers and directors of the Corporation, who are also officers and directors of FCBNA, receive their entire compensation from FCBNA. The
Corporations executive offices are located at 500 Federal Street, Bluefield, West Virginia.



The Registrants principal business and major source of revenue is, and is expected to remain, commercial banking. The Registrant currently derives
substantially all its revenues from dividends paid by the subsidiary bank. The earnings, asset growth and current capital position of the subsidiary influence dividend payments by FCBNA. In addition, various regulatory agencies control the payment
of dividends. For additional information regarding the payment of dividends, see Note 16 of the Notes to the Consolidated Financial Statements in the Registrants 2004 Annual Report to the Stockholders attached as Exhibit 13 to this report.



FIRST CENTURY BANK, N.A.



First Century Bank, N.A., a national banking association, was organized and
chartered in 1891 as The First National Bank of Bluefield, under the laws of the State of West Virginia and the National Bank Act. FCBNA offers customary banking services, including commercial, real estate, installment, and other loans;
interest-bearing and non-interest bearing transaction accounts, savings and time deposit accounts including certificates and other deposit accounts, featuring various maturities and market rates; Individual Retirement Accounts; Visa and MasterCard
services under an arrangement with a correspondent bank; safe deposit facilities; personal and corporate trust services; and various cash management services.



In addition to the main office, FCBNA currently operates ten additional branches in Mercer, Summers and Wyoming counties in southern West Virginia and
Tazewell and Wythe Counties in southwestern Virginia. As of December 31, 2004, FCBNA had 162 full-time employees and 13 part-time employees. FCBNA is not a party to any collective bargaining agreements, and, in the opinion of management, enjoys
satisfactory relations with its employees.



COMPETITION



Vigorous and intense competition exists in all areas where the Registrant
and its subsidiaries are engaged in business, generally from other banks located in southern West Virginia and southwestern Virginia. However, this competition is not only limited to other commercial banks. The subsidiaries also compete for certain
lines of business with savings and loan associations, mortgage companies, credit unions, consumer finance companies, leasing companies, insurance companies, mutual funds and brokerage firms. Significant competition also exists from state-wide and
nation-wide bank holding companies located in West Virginia and Virginia, which have offices in the communities the Registrant serves. These institutions are larger in terms of capital, resources and personnel. This requires that the



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Registrant place a high emphasis on quality service, with a significant amount of personal attention, in order to effectively compete with these larger
institutions. Management feels that this competitive environment will continue in the markets in which the Registrant currently operates.



FUTURE ACQUISITIONS AND EXPANSION



The Registrant may from time to time consider expansion of its banking operations through acquisition of or formation of other banks and/or bank related
businesses. In addition to traditional banking products and services, with the passage of the Graham-Leach-Bliley Financial Modernization Act, the registrant will evaluate the potential of offering new financial services allowed under the Act.
During 2004, FCBNA opened a new branch facility in Princeton, West Virginia at 245 Springhaven Drive. The Registrants current strategic plan calls for continued expansion through de novo branching in new markets beyond the existing service
area.



SUPERVISION AND REGULATION



The Corporation is under the jurisdiction of the United States Securities
and Exchange Commission and the State of West Virginias Secretary of State with respect to matters relating to the offer and sale of its securities and matters relating to financial reporting and disclosure to these regulators and to the
Corporations shareholders. The business in which the Corporation and its subsidiaries are engaged is subject to extensive supervision, regulation and examination by various bank regulatory authorities and other governmental agencies in the
states where the Corporation and its subsidiaries operate. The supervision, regulation and examination to which the Corporation and its subsidiaries are subject are intended primarily for the protection of depositors or are aimed at carrying out
broad public policy goals, rather than for the protection of security holders.



Several of the more significant regulatory provisions applicable to the Corporation and its subsidiaries are discussed below. To the extent that the following information describes statutory or regulatory provisions,
it is qualified in its entirety by reference to the particular statutory provisions. Any change in applicable law or regulation may have a material effect on the business and prospects of the Corporation and its subsidiaries.



On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of
2002 (the Act). The Act contains a number of provisions that dramatically change the reporting and corporate governance obligations of public companies and their directors and officers. The Act also creates new and enhanced criminal and
civil liability provisions related to securities fraud. In order to comply with certain provisions of the Act, the Corporation has taken steps to enhance its controls over financial reporting and disclosures including, but not limited to, the
formation of a disclosure review committee that will be utilized to evaluate the accuracy and completeness of the Corporations reporting to the U.S. Securities and Exchange Commission and to shareholders of the Corporation.



The Corporation is a financial holding company under the Bank Holding Company
Act of 1956 (BHCA), as amended, and is regulated by the Federal Reserve. As a financial holding company, the Corporation is required to file with the Federal Reserve an Annual Report and such additional information as the Federal Reserve
may require pursuant to the Bank Holding Company Act. The Federal Reserve may also conduct examinations of the Corporation and each subsidiary. The Bank Holding Company Act requires every financial holding company to obtain prior approval from the
Federal Reserve before acquiring direct or indirect ownership or control of more than five percent of the voting shares of any bank which is not already majority owned or controlled by that bank holding company.



In addition to having the right to acquire ownership and control of other
banks, the Corporation is authorized to acquire ownership and control of non-banking companies, provided the activities of such companies are so closely related to banking or managing or controlling banks that the Federal Reserve considers such
activities to be proper to the operation and control of banks. Regulation Y, promulgated by the Federal Reserve, sets forth those activities which are regarded as closely related to banking or managing or controlling banks and thus are permissible
activities for bank holding companies, subject to the approval by the Federal Reserve in individual cases.



The BHCA permits the Corporation to purchase or redeem its own securities. However, Regulation Y provides that prior notice must be given to the Federal
Reserve if the gross consideration for such purchase or consideration, when aggregated with the net consideration paid by the company for all such purchases or redemptions during the preceding 12 months is equal to 10 percent or more of the
companys consolidated net worth. Prior notice is not required if (i) both before and immediately after the redemption, the financial holding company is well-capitalized; (ii) the financial holding company is well-managed and (iii) the
financial holding company is not the subject of any unresolved supervisory issues.



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The BHCA further provides that the Federal Reserve will not approve any acquisition, merger or
consolidation (i) which would result in a monopoly, (ii) which would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States, (iii) the effect of which may be
to substantially lessen competition or to tend to create a monopoly in any section of the country or (iv) which in any other manner would be in restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly
outweighed by the public interest in the probable effect of the transaction meeting the convenience and needs of the community to be served.



Subsidiary banks of a financial holding company are subject to certain restrictions imposed by the BHCA on any extension of credit to the bank holding
company or any of its subsidiaries, on investment in the stock or other securities thereof, and on the taking of such stock or securities for loans to any borrower. Further, under Section 106 of the 1970 amendments to the Bank Holding Company Act
and the regulations of the Federal Reserve, a financial holding company through its banking subsidiaries is prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or provision of any property or services.
The Federal Reserve possesses cease and desist powers over financial holding companies and their non-bank subsidiaries if their actions are unsafe or unsound practices or violations of law.



In November 1999, Congress passed the Gramm-Leach-Bliley
Financial Services Modernization Act (the GLB Act) which repealed two provisions of the Glass-Stegall Act that previously separated banking, insurance, and securities activities. The GLB Act creates a new financial services structure,
the financial holding company, under the BHCA. Financial holding companies will be able to engage in any activity that is deemed (i) financial in nature, (ii) incidental to any such financial activity, or (iii) complementary to any such financial
activity and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally. The GLB Act specifies certain activities that are deemed to be financial in nature, including lending, exchanging,
transferring, investing for others, or safeguarding money or securities; underwriting and selling insurance; providing financial, investment, or economic advisory services; underwriting, dealing in or making a market in, securities; and any activity
currently permitted for bank holding companies by the Federal Reserve Board under Section 4(c)(8) of the BHCA. The GLB Act does not authorize banks or their affiliates to engage in commercial activities that are not financial in nature.



The GLB Act adopts a system of functional regulation where the nature of
the activity rather than the type of institution determines the primary regulator. Although the Federal Reserve Board (the FRB) is the umbrella supervisor of financial holding companies, the GLB Act limits the FRBs power to
supervise and conduct examinations of affiliated companies of the financial holding company. Rather, under the provisions of the GLB Act, the securities activities would be regulated by the SEC and other securities regulators, insurance activities
by the state insurance authorities, and banking activities by the appropriate bank regulator.



As a financial holding company doing business in Virginia and West Virginia, the Corporation is also subject to regulation by the Virginia State Corporation Commission and the West Virginia Board of Banking and
Financial Institutions and must submit annual reports to the Virginia Bureau of Financial Institutions and to the West Virginia Division of Banking. Under West Virginia banking law, an acquisition or merger is not permitted if the resulting
depository institution or its holding company, including any depository institutions affiliated therewith, would assume additional deposits to cause it to control deposits in the State of West Virginia in excess of twenty five percent (25%) of such
total amount of all deposits held by insured depository institutions in West Virginia. This limitation may be waived by the Commissioner of Banking for good cause shown.



The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), requires that a financial holding
company guarantee that any undercapitalized (as defined in the statute) insured depository institution subsidiary will comply with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking
agency up to the lesser of (i) an amount equal to 5% of the institutions total assets at the time the institution became undercapitalized, or (ii) the amount that is necessary (or would be necessary) to bring the institution into compliance
with all applicable capital standards as of the time the institution fails to comply with such capital restoration plan.



On August 2, 1995, the Federal Reserve and other banking agencies issued their final rule to implement the portion of Section 305 of FDICIA that requires
the banking agencies to revise their risk-based capital standards to ensure that those standards take adequate account of interest rate risk. This final rule amends the capital standards to specify that the banking agencies will include, in their
evaluations of a banks capital adequacy, an assessment of the exposure to declines in the economic value of the banks capital due to changes in interest rates.



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Failure to meet applicable capital guidelines could subject the financial holding company to a variety of
enforcement remedies available to the federal regulatory authorities, including limitations on the ability to pay dividends, the issuance by the regulatory authority of a capital directive to increase capital and termination of deposit insurance by
the FDIC, as well as to the measures described under FDICA as applicable to undercapitalized institutions.



As of December 31, 2004, the regulatory capital ratios of the Corporation and FCBNA are set forth in the table in Note 15 of the notes of the accompanying
consolidated financial statements.



FCBNA operates as a
national banking association subject to examination by the Office of the Comptroller of the Currency (the OCC). The OCC regulates all areas of a national banks operations, both commercial and trust, including loans, deposits,
mergers, branches and payments of dividends. FCBNA, by means of its national charter, is also a member of the Federal Reserve System, and as such, is affected by the monetary policies of the Federal Reserve System, which regulates the national money
supply in order to mitigate recessionary and inflationary pressures. The instruments of monetary policy employed by the Federal Reserve include open market operations in U. S. Government securities, changes in the reserve requirement for member
banks, and changes in the discount rate for member bank borrowings. FCBNA is also insured and regulated by the Federal Deposit Insurance Corporation (the FDIC). The major function of the FDIC with respect to insured member banks is to
pay depositors, to the extent provided by law, in the event an insured bank is closed without adequately providing for payment of the claims of the depositors.



The OCC also administers a number of federal statutes that apply to national banks such as the Depository Institution Management Interlocks Act, the
International Lending Supervision Act of 1983 and the Community Reinvestment Act of 1977 (CRA). CRA requires that, in connection with their examinations of financial institutions, the OCC shall evaluate the record of FCBNA in meeting the
credit needs of the local community, including low and moderate income neighborhoods, consistent with the safe and sound operation of the bank. These factors are also considered in evaluating mergers, acquisitions, and applications to open a branch
facility. The federal banking agencies, including the OCC, issued a joint rule which became effective for FCBNA in 1997 related to evaluating an institutions CRA performance. The rule evaluates institutions based on their actual performance
(rather than efforts) in meeting community credit needs. Subject to certain exceptions, the OCC assesses the CRA performance of a national bank by applying lending, investment, and service tests. The OCC assigns a rating to a national bank based on
the banks performance under the tests. To evaluate compliance with the lending, investment and service tests, subject to certain exceptions, FCBNA is required to collect and report to the OCC extensive demographic and loan data. FCBNA received
a satisfactory rating in its most recent CRA examination.



The passage of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the Riegle-Neal Act) increased the ability of financial holding companies and banks to operate across state lines. Under the Riegle-Neal
Act, with the approval of the Board of Governors of the Federal Reserve System, and subject to nationwide and statewide concentration limits, the Corporation and any other bank holding company located in West Virginia may acquire or merge with a
bank located in any other state and a bank holding company located outside of West Virginia may acquire or merge with any West Virginia-based bank, provided the acquirer is adequately capitalized and adequately managed, as defined in the Riegle-Neal
Act. The Interstate Banking Act also permits de novo branching. The legislation preserves the state laws which require that a bank must be in existence for a minimum period of time before being acquired, as long as the requirement is five years or
less. FCBNA, under the provisions of the Riegle-Neal Act, is headquartered in West Virginia and operates branches in both West Virginia and Virginia.



FCBNA is a member of the Federal Home Loan Bank of Pittsburgh (FHLB) which provides a central credit facility primarily for member
institutions. Members of the FHLB are required to acquire and hold shares of capital stock in, and may obtain advances from, the FHLB. The amount of stock owned is based on the members balance of residential mortgages and the balance of
outstanding advances from the FHLB. The FHLB makes advances to members in accordance with policies and procedures established by its Board of Directors. FCBNA is authorized to borrow funds from the FHLB to meet demands for withdrawals of deposit
accounts, to meet seasonal requirements, to fund expansion of the loan portfolio, or for general asset/liability management. Advances may be made on a secured or unsecured basis depending on a number of factors, including the purpose for which the
funds are being borrowed and existing advances. Collateral on secured advances may be in the form of first mortgages on 1-4 family real estate, government securities, or other assets acceptable to the FHLB. Interest rates charged for advances vary
depending upon maturity, the cost of funds to the FHLB, and general market conditions.



In addition to banking laws, regulations and regulatory agencies, the Corporation and its subsidiary, FCFSLLC, are subject to supervision and regulation by state insurance authorities. FCFSLLC, a limited liability
company organized under the laws of West Virginia, is a minority owner of a multi-bank owned insurance agency located in Virginia. Although FCFSLLC does not engage in the insurance business directly, it is, nevertheless, subject to supervision,
regulation and examination by the Insurance Commissions of Virginia and West Virginia.



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STATISTICAL DISCLOSURE



The statistical and other financial data disclosures required pursuant to Guide 3 of the Preparation and Filing of Reports and Registration Statements
under the Securities Exchange Act of 1934 are contained within Managements Discussion and Analysis of Financial Condition and Results of Operations appearing on pages 3 through 23 of the accompanying 2004 Annual Report to Stockholders,
incorporated herein by reference in this Form 10-K Annual Report as Exhibit 13.



AVAILABLE INFORMATION



The Registrant files Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to such filed reports with the Securities and Exchange Commission (SEC). These reports are available at the SECs Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may read and copy any materials that we file with the SEC at the Public Reference Room. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.



ITEM 2. PROPERTIES



The executive
offices of the Registrant are located at 500 Federal Street, Bluefield, West Virginia. There are eleven properties owned or leased by FCBNA consisting of modern single purpose facilities that house all the amenities to comfortably conduct the full
range of financial services provided by the Registrant and its subsidiaries. Nine of these offices are owned and two are leased.



ITEM 3. LEGAL PROCEEDINGS



Neither
the Registrant nor any of its subsidiaries are presently involved in any material legal proceedings other than ordinary routine litigation incidental to its business.



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



There were no matters submitted to security holders for a vote during the fourth quarter ended December 31, 2004.



PART II



ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



No established public market presently exists for the common stock of the Registrant. Quotations may be obtained through the OTC Bulletin Board under the
trading symbol FCBS. Management does not expect that a more active trading market will develop in the near future for the common stock of the Registrant.



Page 21 of the 2004 Annual Report to Stockholders (incorporated herein by reference) describes further the information for market, stockholders, and dividends. The
payment of dividends is subject to the restrictions described in Note 15 of the Notes to Consolidated Financial Statements. The Board of Directors evaluates the dividend payment on the Registrants common stock after the conclusion of each
calendar quarter. During December 31, 2004, the Corporation repurchased 200 shares of common stock at $24.25 per share. This was the only share repurchase during 2004. At December 31, 2004, management was authorized under the Companys stock
repurchase program to repurchase 10,800 shares. On February 15, 2005, the number of shares authorized for repurchase was increased to 30,800 shares.



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ITEM 6. SELECTED FINANCIAL DATA



The selected financial data required by this item is set forth in Managements Discussion and Analysis of Financial Condition and Results of Operations on page 23 of the Registrants 2004 Annual Report to Stockholders (Exhibit
13), incorporated herein by reference.



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Managements Discussion and Analysis of Financial Condition and Results of Operations appearing on pages 3 through 23 of the accompanying 2004 Annual
Report to Stockholders is incorporated by reference in this Form 10-K annual report as Exhibit 13. Managements discussion and analysis should be read in conjunction with the related financial statements and notes thereto. The information
required for off-balance sheet commitments can be found on page 7 in Managements Discussion and Analysis of Financial Condition and Results of Operations and in Note 14 of the Notes to Consolidated Financial Statements of the accompanying 2004
Annual Report to Stockholders which is incorporated by reference in this Form 10-K annual report as Exhibit 13.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Information for this item can be found in the Asset and Liability Management and Interest Rate Sensitivity section of Managements Discussion
and Analysis of Financial Condition and Results of Operations appearing on pages 14 through 16; and Note 14, Financial Instruments, Concentrations of Credit and Fair Values, appearing on pages 43 through 44 of the accompanying 2004 Annual Report to
Stockholders, and is incorporated by reference in this Form 10-K.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The following financial statements and report of independent registered public accounting firm for the years ended December 31, 2004, 2003, and 2002, which are included in the Corporations 2004 Annual Report to
Stockholders (Exhibit 13), are incorporated herein by reference.



The report of the independent registered public accounting firm on page 48 of the Registrants 2004 Annual Report to Stockholders reflects an unqualified opinion on the 2004 and 2003 consolidated statements of financial condition and
the related consolidated statements of income, changes in stockholders equity, and cash flows for each of the years in the three-year period ended December 31, 2004, issued by PricewaterhouseCoopers LLP, Greensboro, North Carolina, the
Registrants independent registered public accounting firm for those years.



|                                                           |  |                                
|---------------------------------------------------------- |  | -------------------------------
|                                                           |  | Reference to 2004 Annual Report
|Consolidated Statements of Financial Condition             |  | Page 24                        
|Consolidated Statements of Income                          |  | Page 25                        
|Consolidated Statements of Changes in Stockholders Equity |  | Page 26                        
|Consolidated Statements of Cash Flows                      |  | Page 27                        
|Notes to Consolidated Financial Statements                 |  | Pages 28 through 47            
|Report of Independent Registered Public Accounting Firm    |  | Page 50                        



The supplementary
financial information required by this item is set forth in Note 17 of Notes to Consolidated Financial Statements on Page 47 of the Corporations 2004 Annual Report to Stockholders (Exhibit 13), incorporated herein by reference.



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There have been no disagreements with the independent registered public accounting firm on accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.



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ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of
disclosure controls and procedures:



Our management, including the Chief
Executive Officer and Chief Financial Officer, have conducted as of December 31, 2004, an evaluation of the effectiveness of disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of December 31, 2004 were effective.



Changes in internal controls over financial reporting:



There were no changes in our internal control over financial reporting during the fourth quarter for the year ending December 31, 2004, that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



ITEM 9B. OTHER INFORMATION



Item 1.01 Entry into
a Material Definitive Agreement.



On February 15, 2005, the
Board of Directors of First Century Bankshares, Inc. (the Company) ratified the recommendations of the Companys Compensation Committee (the Committee) with regard to the compensation of the Companys President and
Chief Executive Officer and Executive Vice-President and Chief Operating Officer. At its meeting on December 14, 2004, the Committee met to review the performance of the Company in 2004, to establish the salary for the President and Chief Executive
Officer and the Executive Vice President and Chief Operating Officer for 2005 and to determine whether to award bonuses under the Executive Bonus Plan. A summary of the compensation awarded to the President and Chief Executive Officer and the
Executive Vice President and Chief Operating Officer is attached hereto as Exhibit 10(d) to this Annual Report on Form 10-K and is incorporated herein by reference.



PART III



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



The information concerning the directors and executive officers of the Registrant has been omitted in accordance with General Instruction G since the Registrant has filed its definitive proxy statement with the
Commission on or about March 25, 2005 (which is not later than 120 days after December 31, 2004, the close of the fiscal year of the Registrant). The information required by this item is set forth under the captions NOMINEES FOR DIRECTORS
WHOSE TERMS EXPIRE IN 2005 on pages 9-10, Family Relationships on page 8, The Audit and Compliance Committee on page 4, the Nominating Committee and the Nomination Process on pages 4-6, Section 16(a)
Beneficial Ownership Reporting Compliance on page 3, and Corporate Governance on page 7 in our 2005 Proxy Statement and is incorporated herein by reference to such proxy statement.



A copy of the Code of Ethics is attached hereto as Exhibit 14 to this Annual
Report on Form 10-K and is incorporated herein by reference.



ITEM 11. EXECUTIVE COMPENSATION



Management remuneration has been omitted in accordance with General Instruction G since the Registrant has filed its definitive proxy statement with the Commission on or about March 25, 2005, (which is not later than 120 days after December
31, 2004, the close of the fiscal year of the Registrant). The information required by this item is set forth under the captions COMPENSATION OF NAMED EXECUTIVE OFFICERS on pages 20-21, INFORMATION REGARDING LONG-TERM INCENTIVE
COMPENSATION FOR FISCAL YEAR 2004 on page 22, PENSION PLAN TABLE on page 23, SUMMARY OF COMPENSATION AGREEMENTS on pages 24-25, PERFORMANCE GRAPH on page 26, and Fees and Benefit Plans for
Directors on page 6 in our 2005 Proxy Statement and is incorporated herein by reference to such proxy statement.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Security ownership of certain beneficial owners and management has been omitted in accordance with General Instruction G since the Registrant has filed
its definitive proxy statement with the Commission on or about March 25, 2005, (which is not later



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than 120 days after December 31, 2004, the close of the fiscal year of the Registrant). The information required by this item is set forth under the captions
PRINCIPAL STOCKHOLDERS on page 28, Security Ownership of Directors and Officers on page 8, and NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2005 on pages 9-10 in our 2005 Proxy Statement is incorporated herein by
reference to such proxy statement. The information required by this item pertaining to securities authorized for issuance under equity compensation plans is contained in Note 10 of the Notes to Consolidated Financial Statements of the accompanying
2004 Annual Report to Stockholders which is incorporated by reference in this Form 10-K annual report as Exhibit 13. All equity compensation plans have been previously approved by stockholders.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Certain relationships and related transactions has been omitted in accordance with General Instruction G since the Registrant has filed its definitive proxy statement with the commission on or about March 25, 2005,
(which is not later than 120 days after December 31, 2004, the close of the fiscal year of the Registrant). The information required by this item is set forth under the caption Related Transactions on page 6 in our 2005 Proxy Statement
and is incorporated herein by reference to such proxy statement.



ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES



Principal accountants fees and services has been omitted in accordance with General Instruction G since the Registrant has filed this required information in its definitive proxy statement with the commission on or
about March 25, 2005, (which is not later than 120 days after December 31, 2004, the close of the fiscal year of the Registrant). The information required by this item is set forth under the caption Fees Paid to Independent Registered Public
Accounting Firm on pages 12-13 in our 2005 Proxy Statement and is incorporated herein by reference to such proxy statement.



PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



(a)    1. Financial Statements.



See Item 8 on Page 8 of this document for a listing of all Financial Statements, Report of Independent Registered Public Accounting Firm, and Supplementary Data.



2. Financial Statement Schedules.



All schedules are omitted, as the required information is
inapplicable or the information is presented in the Consolidated Financial Statements or related notes.



3. Exhibits Required by Item 601 of Regulation S-K.



The following exhibits are filed herewith or incorporated by reference.



|              |  |                        |  |                                                                                                                                      
|------------- |  | ---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit
|3.            |  |                        |  | Articles of Incorporation and Bylaws                                                                                                 
|              |  |                       
|              |  | 3(a)                   |  | Articles of Amendment to Articles of Incorporation(1)                                                                                
|              |  |                       
|              |  | 3(b)                   |  | Restated Articles of Incorporation(2)                                                                                                
|              |  |                       
|              |  | 3(c)                   |  | Amended and Restated By-laws of the Company(3)                                                                                       
|              |  |                       
|10.           |  |                        |  | Material Contracts                                                                                                                   
|              |  |                       
|              |  | 10(a)                  |  | Sample agreement pertaining to a split-dollar life insurance arrangement between FCBNA and Messrs. Satterfield, Kennett and Albert(4)
|              |  |                       
|              |  | 10(b)                  |  | Employment agreement between the Corporation and Byron K. Satterfield(5)                                                             



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|     |  |       |  |                                                                                                                                                                
|---- |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |      
|     |  | 10(c) |  | Amendment to employee agreement between the Corporation and Byron K. Satterfield                                                                               
|     |  |      
|     |  | 10(d) |  | Summary of Compensation Paid to President and Chief Executive Officer and Executive Vice President and Chief Operating Officer of First Century Bankshares Inc.
|     |  |      
|11.  |  |       |  | Statement regarding computation of per share earnings(6)                                                                                                       
|     |  |      
|13.  |  |       |  | Annual report to security holders.                                                                                                                             
|     |  |      
|14.  |  |       |  | Sample Officers Code of Ethics                                                                                                                                
|     |  |      
|21.  |  |       |  | Subsidiaries of the registrant(7)                                                                                                                              
|     |  |      
|31.1 |  |       |  | Certification Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                             
|     |  |      
|31.2 |  |       |  | Certification Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                             
|     |  |      
|32.1 |  |       |  | Certification Pursuant to 18 U.S.C. Section 1350                                                                                                               
|     |  |      
|32.2 |  |       |  | Certification Pursuant to 18 U.S.C. Section 1350                                                                                                               

---

|(1) | Incorporated by reference to the Companys Annual Report on Form 10-K dated December 31, 1999
|--- | ---------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Companys Quarterly Report on Form 10-Q dated June 30, 1996
|--- | --------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Companys Current Report on Form 8-K dated February 15, 2005
|--- | ---------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Companys Annual Report on Form 10-K dated December 31, 1999
|--- | ---------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Companys Annual Report on Form 10-K dated December 31, 2001
|--- | ---------------------------------------------------------------------------------------------

|(6) | These statements are included in Note 9 in the notes to the consolidated financial statements which are incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(7) | This disclosure is included in Note 1 in the notes to the consolidated financial statements which are incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) 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.



(Registrant)         First Century Bankshares, Inc.



|    |  |                                           
|--- |  | ------------------------------------------
|BY: |  | /s/ J. Ronald Hypes                       
|    |  | J. Ronald Hypes, Treasurer                
|    |  | (Principal Accounting & Financial Officer)



DATE: March 23, 2005



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|    |  |                                                                                                 |  |                     
|--- |  | ----------------------------------------------------------------------------------------------- |  | --------------------
|BY: |  | /s/ B. L. Jackson                                                                               |  | Date: March 15, 2005
|    |  | B. L. Jackson, Jr., Chairman of the Board and Director                                          |  |                     
|    |  |                                                                                                
|BY: |  | /s/ R. W. Wilkinson                                                                             |  | Date: March 23, 2005
|    |  | R. W. Wilkinson, President & Chief Executive Officer and Director (Principal Executive Officer) |  |                     
|    |  |                                                                                                
|BY: |  | /s/ Charles A. Peters                                                                           |  | Date: March 15, 2005
|    |  | Charles A. Peters, Secretary and Director                                                       |  |                     
|    |  |                                                                                                
|BY: |  | /s/ Paul Cole, Jr.                                                                              |  | Date: March 15, 2005
|    |  | Paul Cole, Jr., Director                                                                        |  |                     
|    |  |                                                                                                
|BY: |  |                                                                                                 |  | Date:               
|    |  | Eustace Frederick, Director                                                                     |  |                     
|    |  |                                                                                                
|BY: |  | /s/ Robert M. Jones, Jr.                                                                        |  | Date: March 15, 2005
|    |  | Robert M. Jones, Jr., M.D., Vice Chairman of the Board and Director                             |  |                     
|    |  |                                                                                                
|BY: |  | /s/ Marshall S. Miller                                                                          |  | Date: March 15, 2005
|    |  | Marshall S. Miller, Director                                                                    |  |                     



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|    |  |                                     |  |                     
|--- |  | ----------------------------------- |  | --------------------
|BY: |  | /s/ John H. Shott                   |  | Date: March 15, 2005
|    |  | John H. Shott, Director             |  |                     
|    |  |                                    
|BY: |  |                                     |  | Date:               
|    |  | Scott H. Shott, Director            |  |                     
|    |  |                                    
|BY: |  |                                     |  | Date:               
|    |  | Walter L. Sowers, Director          |  |                     
|    |  |                                    
|BY: |  | /s/ Wm. Chandler Swope              |  | Date: March 15, 2005
|    |  | Wm. Chandler Swope, Director        |  |                     
|    |  |                                    
|BY: |  | /s/ J. Brookins Taylor              |  | Date: March 15, 2005
|    |  | J. Brookins Taylor, M. D., Director |  |                     
|    |  |                                    
|BY: |  | /s/ Frank W. Wilkinson              |  | Date: March 15, 2005
|    |  | Frank W. Wilkinson, Director        |  |                     



13