<PAGE>
 
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.,  20549

                                   FORM 10-K
                                   ---------

[ X ]  Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                  Act of 1934
                  For the fiscal year ended December 31, 1996

                                       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

                       POCAHONTAS BANKSHARES CORPORATION
                       ---------------------------------
             (Exact name of registrant as specified in its charter)

                    West Virginia                            55-0628089
                    -------------                            ----------
        (State or other jurisdiction of                     (IRS Employer
         incorporation or organization)                  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
                                                             --------------

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

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

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

       Pocahontas Bankshares Corporation: $1.25 Par Value - Common Stock
                                (Title of class)

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.    [   ]

  The aggregate market value of the voting stock held by non-affiliates of the
   registrant as of March 17, 1997 was $34,678,344 and   the number of shares
          outstanding of the registrant's common stock was 2,000,000.

                      DOCUMENTS INCORPORATED BY REFERENCE
      Portions of the annual shareholders report for the fiscal year ended
         December 31, 1996 are incorporated by reference into Part II.

   Portions of the proxy statement for the annual shareholders meeting to be
       held April 15, 1997, are incorporated by reference into Part III.

         Total number of pages, including cover page and exhibits - 61
<PAGE>
 
                       POCAHONTAS BANKSHARES CORPORATION

                          1996 FORM 10-K ANNUAL REPORT

                               TABLE OF CONTENTS


                                     PART I
ITEM 1.  BUSINESS....................................................   3
ITEM 2.  PROPERTIES..................................................   5
ITEM 3.  LEGAL PROCEEDINGS...........................................   6
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........   6

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS.......................................   6
ITEM 6.  SELECTED FINANCIAL DATA.....................................   7
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS.......................   7
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DAT..................   7
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.......................   7

                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........   8
ITEM 11.  EXECUTIVE COMPENSATION.....................................   8
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT............................................
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............   8

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
           AND REPORTS ON FORM 8-K...................................   8
SIGNATURES  .........................................................  10

                                       2
<PAGE>
 
                                      PART I

      ITEM 1.  BUSINESS

     POCAHONTAS BANKSHARES CORPORATION

               Pocahontas Bankshares Corporation ("Corporation" or "Registrant")
     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, with its main office
     in Bluefield, West Virginia.  Substantially, all of the operations of the
     Corporation are carried on through its Bluefield subsidiary which serves as
     the Registrant's lead bank.  The officers and directors of the Corporation,
     who are also officers and directors of the subsidiaries, re ceive their
     entire compensation from the subsidiaries.  The Corporation's executive
     offices are located at 500 Fed eral 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 banks.  Dividend payments by these subsidiaries are influenced
     by the earnings, asset growth and current capital position of the
     individual subsidiary.  In addition, various regulatory agencies control
     the payment of dividends. For additional information regarding the payment
     of dividends, see Note 11 of the Notes to the Consolidated Fi nancial
     Statements in the Registrant's 1996 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.
     Bluefield 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, Bluefield currently operates
     five additional branches in Mercer and Wyoming counties in southern West
     Virginia.

               As of December 31, 1996, Bluefield had 116 full-time employees
     and 13 part-time employees.  Bluefield is not a party to any collective
     bargaining agreements, and, in the opinion of management, enjoys
     satisfactory re lations with its employees.

     FIRST CENTURY BANK

               First Century Bank, Wytheville, Virginia ("Wytheville"), is a
     state chartered bank organized under the laws of the Commonwealth of
     Virginia.  Wytheville 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, Wytheville
     currently operates one additional branch.

               As of December 31, 1996, Wytheville had 14 full-time employees
     and 2 part-time employees.  Wytheville is not a party to any collective
     bargaining agreements, and, in the opinion of management, enjoys
     satisfactory re lations with its employees.

                                       3
<PAGE>
 
     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 subsidiary banks 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
     multi-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 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 competition is likely to
     intensify in the future, as the regional banks, such as NationsBank and
     Banc One, continue to enter 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.

     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 reporting to such commissions and
     to its shareholders.

               The Corporation is a registered holding company under the Bank
     Holding Company Act of 1956, as amended, and is regulated by the Federal
     Reserve.  As a bank 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 bank
     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.  The Federal Reserve is
     prohibited, however, from approving the acquisition by the Corporation of
     the voting shares of, or substantially all of the assets of, any bank
     located outside West Virginia, unless such acquisition is specifically
     authorized by the laws of the state in which the bank is located.  Under
     West Virginia law, the Corporation is authorized to acquire ownership or
     control of additional banks in the state of West Virginia, provided, this
     does not result in control of more than twenty percent (20%) of the total
     deposits  of all depository institutions in the state of West Virginia.
     Acquisition of such additional banks would require ap proval from the
     Federal Reserve and the Commissioner of Banking of the State of West
     Virginia.

               The Bank Holding Company Act further provides that the Federal
     Reserve will not approve any acquisition, merger or consolidation (a) which
     would result in a monopoly, (b) which would be in furtherance of any
     combination or conspiracy to monopolize or attempt to monopolize the
     business of banking at any part of the United States, (c) the effect of
     which may be to substantially lessen competition or to tend to create a
     monopoly in any section of the country or (d) 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.

               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.

               Subsidiary banks of a bank holding company are subject to certain
     restrictions imposed by the Bank Holding Company Act on any extension of
     credit to the bank holding company or any of its subsidiaries, on
     investment in

                                       4
<PAGE>
 
     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 bank 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 bank holding
     companies and their non-bank subsidiaries if their actions are unsafe or
     unsound practices or violations of law.

               Bluefield operates as a national banking association subject to
     examination by the Office of the Comptroller of the Currency (the
     "Comptroller").  The Comptroller regulates all areas of a national bank's
     operations, both commercial and trust, including loans, deposits, mergers,
     branches, interest rates, and payments of dividends.

               Bluefield, 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.

               In view of the changing conditions in the national economy and
     the money markets, as well as, the effect of actions by monetary and fiscal
     authorities, including the Federal Reserve, no prediction can be made as to
     possible future changes in interest rates, deposit levels, loan demand of
     the business and earnings of the Corporation or its subsidiaries.

               Wytheville operates as an insured state non-member bank subject
     to examination by the Bureau of Financial Institutions of the State
     Corporation Commission of the Commonwealth of Virginia.  The Bureau of
     Financial Institutions regulates all areas of a state bank's operation,
     both commercial and trust, including loans, deposits, mergers, branches,
     interest rates and payment of dividends.

               Both of the subsidiary banks are 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.

     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 4 through 17 of the
     accompanying 1996 Annual Report to Stockholders, incorporated herein by
     reference in this Form 10-K annual report as Exhibit 13.


     ITEM 2.  PROPERTIES

        The offices of the Registrant are located at 500 Federal Street,
     Bluefield, West Virginia. Principal properties owned or leased by the
     subsidiary banks consist 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.

        Bluefield holds title to seven pieces of real estate, including the
     property and building at 500 Federal Street and the property and building
     at 516 Federal Street. These two buildings, which are adjacent to each
     other, comprise a total of approximately 45,000 square feet of space. The
     third property is located at 525 Federal Street, which comprises
     approximately 10,000 square feet of interior space and approximately 20,000
     square feet of real estate.  The fourth property is located on Bland Street
     near the 525 Federal Street property, and consists of approximately 42
     parking spaces which is used for employee parking.  These four properties
     accommodate the main offices of both Bluefield and the Registrant.

        Bluefield also holds title to three pieces of real estate in Wyoming
     County, West Virginia.  (1) The property and building that houses the
     office in Oceana, located on State Route 10, Cook Parkway, Oceana, West
     Virginia. This property consists of approximately 22,000 square feet, of
     which approximately 6,500 square feet is interior

                                       5
<PAGE>
 
     space.  (2) The property and building that houses the Pineville office
     located on State Route 10, Pineville, West Virginia.  This property
     consists of approximately 18,000 square feet, of which approximately 3,000
     square feet is interior space.  (3) Lots Number 22 and 23 Hedrick Addition
     which is currently used as an employee parking lot for the Oceana main
     office.  This property consists of approximately 14,000 square feet, of
     which 5,500 square feet is paved.

        In addition, Bluefield leases approximately 8,000 square feet at 200
     Princeton Avenue, Bluefield, WV, in accordance with a renewable lease which
     provides for an annual rent of $5,000.  Bluefield also leases ap
     proximately 21,750 square feet of space at 2020 College Avenue, Bluefield,
     WV, under a renewable lease which currently requires a rental rate of $600
     per month.  Bluefield also leases approximately 27,225 square feet of space
     at 1215-A Stafford Drive, Princeton, WV.  The current renewable lease
     provides for rent to be paid at the rate of $14,000 per year with
     adjustments allowed at the end of each five year period of the term.

           Wytheville holds title to two pieces of real estate. The property and
     building located at 200 Peppers Ferry Road in Wytheville, Virginia houses
     the main office and is comprised of approximately two acres of real estate
     and approximately 6,200 square feet of interior space.  Wytheville also
     owns the property and building located on State Route 52 in Max Meadows,
     Virginia, which is comprised of approximately one acre of real estate and
     approximately 2,000 square feet of interior space and houses the Fort
     Chiswell branch.


      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.

        As a result of efforts to collect a delinquent loan, Bluefield filed
     suit in the Circuit Court of Mercer County, Civil Action 85-C-847-B,
     against Andrew L. Clark and William J. Sheppard involving their alleged
     failure to pay equity into a townhouse project which was the subject of a
     loan agreement with Mercer County, West Virginia, covering the issuance of
     an industrial revenue bond in the principal sum of $1,000,000.  Still
     pending are certain counts of a counterclaim filed by Clark and Sheppard in
     relation to the underlying case which was decided in Bluefield's favor.
     Management and legal counsel feel strongly that the remaining counts of the
     counterclaim filed by Clark and Sheppard are without merit.

     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, 1996.


                                    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.  Management does not expect that a more active trading
     market will develop in the near future for the common stock of the
     Registrant.

        Page 16 of the 1996 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 de
     scribed in Note 11 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.

                                       6
<PAGE>
 
     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 17 of the Registrant's 1996 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 4 through 17 of the accompanying 1996
     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.


     ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following financial statements, management report of financial
     responsibility, and report of independent accountants for the years ended
     December 31, 1996, 1995, and 1994, which are included in the Corporation's
     1996 Annual Report to Stockholders (Exhibit 13), are incorporated herein by
     reference:

        The report of independent accountants on page 39 of the Registrant's
     1996 Annual Report to Stockholders reflects an unqualified opinion on the
     1996 and 1995 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, 1996, issued by Coopers & Lybrand, Charlotte, North Carolina,
     the Registrant's independent accountant for those years.

     <TABLE>
     <CAPTION>
     
                                                  Reference to
                                               1996 Annual Report
                                               -------------------
     <S>                                       <C> 
     Consolidated Statements of Condition             Page 18
     Consolidated Statements of Income                Page 19
     Consolidated Statements of Cash Flows            Page 20
     Consolidated Statements of Changes
      in Stockholders' Equity                         Page 21
     Notes to Consolidated Financial
      Statements                               Pages 22 through 38
     Report of Independent Accountants                Page 39
 
</TABLE>

          The supplementary financial information required by this item is set
     forth in Note 13 of "Notes to Consolidated Financial Statements" on Page 36
     of the Corporation's 1996 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 accountants on
     accounting principles or practices, financial statement disclosure, or
     auditing scope or procedure.

                                       7
<PAGE>
 
                                      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
     Registrant has filed its definitive proxy statement with the Com mission on
     or about March 28, 1997 (which is not later than 120 days after December
     31, 1996, the close of the fiscal year of Registrant): and such information
     is incorporated herein by reference to such proxy statement.


     ITEM 11.  EXECUTIVE COMPENSATION

          Management remuneration has been omitted in accordance with General
     Instruction G since Registrant has filed its definitive proxy statement
     with the Commission on or about March 28, 1997, (which is not later than
     120 days after December 31, 1996, the close of the fiscal year of
     Registrant): and such information 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 Registrant has
     filed its definitive proxy statement with the Commission on or about March
     28, 1997, (which is not later than 120 days after December 31, 1996, the
     close of the fiscal year of Registrant): and such information is
     incorporated herein by reference to such proxy statement.


      ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Certain relationships and related transactions has been omitted in
     accordance with General Instruction G since Registrant has filed its
     definitive proxy statement with the commission on or about March 28, 1997,
     (which is not later than 120 days after December 31, 1996, the close of the
     fiscal year of Registrant): and is incorporated herein by reference to such
     proxy statement.



                                      PART IV

      ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  1.  Financial Statements.
               See Item 8 on Page 7 of this document for a listing of all
               Financial Statements, Accountants' Report, 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.

     (b)  Reports on Form 8-K.
               No Reports on Form 8-K were filed during the fourth quarter of
               1996.

     (c)  Exhibits

          3.   Articles of incorporation and bylaws.

               Articles of amendment to articles of incorporation and restated
               articles of incorporation were filed with and are incorporated
               herein by reference to the June 30, 1996 Form 10-Q.  (Bylaws
               were previously

                                       8
<PAGE>
 
     filed in a Registration Statement on Form S-14, Registration No. 2-85126,
     and are incorporated herein by reference.)

          10.  Material Contracts
               a.   Sample agreement pertaining to a split-dollar life insurance
                    arrangement between Bluefield and Messrs. Wilkinson,
                    Satterfield, Kennett and Albert.

          11.  Statement regarding computation of per share earnings. (These
               statements are included in the notes to the consolidated
               financial statements which are incorporated herein by reference.)

          13.  Annual report to security holders.
 

          22.  Subsidiaries of the registrant.
               (This disclosure is included in the notes to the consolidated
               financial statements which are incorporated herein by reference.)

          27.  Financial Data Schedule

                                       9
<PAGE>
 
                              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)         Pocahontas Bankshares Corporation



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

           DATE:    March 19, 1997
                 ------------------------------------------

     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 18, 1997 
   -------------------------------------------             ----------------
   B. L. Jackson, Jr., Chairman of the Board
    and Director


BY:    /s/ R. W. Wilkinson                           Date:  March 18, 1997 
   -------------------------------------------             ----------------
   R. W. Wilkinson, President & Chief Executive
   Officer & Director
   (Principal Executive Officer)


BY:    /s/ Charles A. Peters                         Date:  March 18, 1997
   -------------------------------------------             ----------------
   Charles A. Peters, Secretary and Director



BY:                                                  Date:
   -------------------------------------------             ----------------
   Eustace Frederick, Director


BY:                                                  Date:
   -------------------------------------------             ----------------
   Robert M. Jones, Jr., M.D., Director


BY:                                                  Date:
   -------------------------------------------             ----------------
   Harold L. Miller, Jr., Director


BY:                                                  Date:
   -------------------------------------------             ----------------
   C. E. Richner, Director


BY:    /s/ B. K. Satterfield                         Date:  March 18, 1997
   -------------------------------------------             ----------------
   Byron K. Satterfield, Director


BY:    /s/ John C. Shott                             Date:  March 19, 1997
   -------------------------------------------             ----------------
   John C. Shott, Director


BY:    /s/ Scott H. Shott                            Date:  March 18, 1997
   -------------------------------------------             ----------------
   Scott H. Shott, Director

                                       10
<PAGE>
 
BY:                                                  Date:
   -------------------------------------------             ----------------
   Walter L. Sowers, Director


BY:    /s/ J. Brookins Taylor                        Date:  March 18, 1997
   -------------------------------------------             ----------------
   J. Brookins Taylor, M. D., Director


BY:                                                  Date:
   -------------------------------------------             ----------------
   James P. Thomas, M. D., Director


BY:    /s/ Frank W. Wilkinson                        Date:  March 17, 1997
   -------------------------------------------             ----------------
   Frank W. Wilkinson, Director

                                       11