##### Table of Contents

---

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, 2006

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



---

FIRST CENTURY BANKSHARES, INC.

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|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

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)



---

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈No  x

Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ̈No  x

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 a large accelerated filer, an accelerated filer, or
a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange 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, 2006 (the last business day of the registrants most recently completed second fiscal quarter) was $35,915,860.

The number of shares outstanding of the registrants common stock as of March 7, 2007, was 1,963,879.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the fiscal
year ended December 31, 2006, are incorporated by reference into Part II.

Portions of the proxy statement for the annual shareholders meeting to be
held April 17, 2007 are incorporated by reference into Part III.



---



---

##### Table of Contents

FIRST CENTURY BANKSHARES, INC.

2006 FORM 10-K ANNUAL REPORT

TABLE OF CON
TENTS



|         |  |                                                                                                              |  |        
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | -------
|PART I   |  |                                                                                                             
|         |  |                                                                                                             
|ITEM 1.  |  | BUSINESS                                                                                                     |  | 1      
|         |  |                                                                                                             
|ITEM 1A. |  | RISK FACTORS                                                                                                 |  | 6      
|         |  |                                                                                                             
|ITEM 1B. |  | UNRESOLVED STAFF COMMENTS                                                                                    |  | 7      
|         |  |                                                                                                             
|ITEM 2.  |  | PROPERTIES                                                                                                   |  | 8      
|         |  |                                                                                                             
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                                            |  | 8      
|         |  |                                                                                                             
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          |  | 8      
|         | 
|PART II  |  |                                                                                                             
|         |  |                                                                                                             
|ITEM 5.  |  | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |  | 9      
|         |  |                                                                                                             
|ITEM 6.  |  | SELECTED FINANCIAL DATA                                                                                      |  | 9      
|         |  |                                                                                                             
|ITEM 7.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        |  | 9      
|         |  |                                                                                                             
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  | 9      
|         |  |                                                                                                             
|ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  |  | 9      
|         |  |                                                                                                             
|ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         |  | 10     
|         |  |                                                                                                             
|ITEM 9A. |  | CONTROLS AND PROCEDURES                                                                                      |  | 10     
|         |  |                                                                                                             
|ITEM 9B. |  | OTHER INFORMATION                                                                                            |  | 10     
|         | 
|PART III |  |                                                                                                             
|         |  |                                                                                                             
|ITEM 10. |  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       |  | 11     
|         |  |                                                                                                             
|ITEM 11. |  | EXECUTIVE COMPENSATION                                                                                       |  | 11     
|         |  |                                                                                                             
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               |  | 11     
|         |  |                                                                                                             
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE                                     |  | 12     
|         |  |                                                                                                             
|ITEM 14. |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                       |  | 12     
|         | 
|PART IV  |  |                                                                                                             
|         |  |                                                                                                             
|ITEM 15. |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                      |  | 13 - 14
|         |  |                                                                                                             
|         |  | SIGNATURES                                                                                                   |  | 15 - 16



---

##### Table of Contents

PART I



|ITEM 1. | BUSINESS
|------- | --------

FIRST CENTURY BANKSHARES, INC.

First Century Bankshares, Inc. (Corporation, Company 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 FCBNA. 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 2006 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 along with a full range of electronic banking products and services.

In addition to the main office, FCBNA currently operates eleven additional branches in Mercer, Raleigh, Summers and Wyoming counties in southern West
Virginia and Tazewell and Wythe Counties in southwestern Virginia. As of December 31, 2006, FCBNA had 166 full-time employees and 14 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.



---

##### Table of Contents

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 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 2005, the Corporation announced plans to open a new branch facility in Beckley, West Virginia. This office was opened in January 2006 as a temporary facility while a permanent location is being constructed. 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.

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 financial holding company.



2



---

##### Table of Contents

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 financial 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.

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.

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.

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.



3



---

##### Table of Contents

As of December 31, 2006, the regulatory capital ratios of the Corporation and FCBNA are set forth in
the table in Note 16 of the notes of the accompanying consolidated financial statements.

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.

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 created 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 is 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.

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



4



---

##### Table of Contents

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.



5



---

##### Table of Contents

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 25 of the accompanying 2006 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 1A. | RISK FACTORS
|-------- | ------------

The Company is susceptible to any
number of risk factors at any given point that may affect the market price of the Companys common stock. These risks stem from any number of areas, including: economic environment, litigation environment and regulatory environment. Some of the
specific risk factors include:

Downturn in the local economies may adversely affect its business

The Corporations business is concentrated in the southern West Virginia and southwestern Virginia market areas. As a result, its financial
condition, results of operations and cash flows are subject to changes if there are changes in the economic conditions in these areas. A prolonged period of economic recession or other adverse economic conditions in one or both of these areas could
have a negative impact on the Corporation. The Corporation can provide no assurance that conditions in its market area economies will not deteriorate in the future and that such a deterioration would not have a material adverse effect.

Dividend payments can be restricted

The declaration and payment of future cash dividends will depend on, among other things, the Corporations earnings, the general economic and regulatory climate, liquidity and capital requirements, and other factors deemed relevant by
the Corporations board of directors. Federal Reserve Board policy limits the payment of cash dividends by bank holding companies, without regulatory approval, and requires that a holding company serve as a source of strength to its banking
subsidiaries. The Corporations principal source of funds to pay dividends on its common stock is cash dividends from its banking subsidiary, FCBNA. The payment of these dividends by FCBNA is also restricted by federal and state banking laws
and regulations.



6



---

##### Table of Contents

Future government regulation could hinder future performance

Federal banking laws limit the manner in which the Corporation operates. Management cannot predict whether, or the extent to which, the government and
governmental organizations may change any of these laws or controls. Management also cannot predict how any of these changes would adversely affect the Corporations business.

The monetary policies of the federal regulatory authorities, particularly the Board of Governors of the Federal Reserve System, affect the
Corporations ability to attract deposits and extend loans. The Corporation cannot predict either the nature or timing of any changes in these monetary policies and economic conditions, including the Federal Reserve Boards interest rate
policies, or their impact on the Corporations financial performance.

Lack of liquidity in the market for the Corporations
common stock can hinder performance

The Corporations common stock is quoted on the NASD OTC Bulletin Board with quotes provided
by a limited number of market makers. With approximately 500 shareholders of record, trading is infrequent. Management cannot predict whether, or the extent to which, the inactivity in the Corporations common stock has a negative impact on the
share price.

There are no assurances as to adequacy of the allowance for credit losses

The Corporation believes that its allowance for credit losses is maintained at a level adequate to absorb any probable losses in its loan portfolio given
the current information known to management. These determinations are based upon estimates that are inherently subjective, and their accuracy depends on the outcome of future events, so ultimate losses may differ from current estimates. Depending on
changes in economic, operating and other conditions, including changes in interest rates, that are generally beyond its control, the Corporations actual loan losses could increase significantly. As a result, such losses could exceed the
current allowance estimates. The Corporation can provide no assurance that its allowance is sufficient to cover actual loan losses should such losses differ substantially from our current estimates.

Changes in interest rates may adversely affect the Corporations business

The Corporations earnings, like most financial institutions, are significantly dependent on its net interest income. Net interest income is the
difference between the interest income earned on loans and other assets that earn interest and the interest expense incurred to fund those assets, such as on savings deposits and borrowed money. Therefore, changes in general market interest rates,
such as a change in the monetary policy of the Board of Governors of the Federal Reserve System or otherwise beyond those which are contemplated by the Corporations interest rate risk model and policy could have an effect on net interest
income. For more information concerning the Corporations interest rate risk model and policy, see the Asset and Liability Management and Interest Rate Sensitivity section, and the Liability Management section of Managements Discussion
and Analysis of Financial Condition and Results of Operations appearing on pages 14 through 16, and Note 15 of the Notes to Consolidated Financial Statements of the accompanying 2006 Annual Report to Stockholders, incorporated herein by reference in
this Form 10-K Annual Report as Exhibit 13.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



7



---

##### Table of Contents

|ITEM 2. | PROPERTIES
|------- | ----------

The executive offices of the Registrant
are located at 500 Federal Street, Bluefield, West Virginia. There are twelve 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 three 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, 2006.



8



---

##### Table of Contents

PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------

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.

Pages 22 through 23 of Managements Discussion and Analysis of Financial Condition and Results of Operations appearing on pages 14 through 16, and Note 10 (Stockholders Equity) and Note 11 (Stock Based
Compensation) of the Notes to Consolidated Financial Statements of the accompanying 2006 Annual Report to Stockholders, incorporated herein by reference in this Form 10-K Annual Report as Exhibit 13 (incorporated herein by reference) describes
further the information for the market, stockholders, dividends, relative performance of the Registrants common stock and equity based compensation plans. The payment of dividends is subject to the restrictions described in Note 16 of the
Notes to Consolidated Financial Statements. The Board of Directors evaluates the dividend payment on the Registrants common stock during each calendar quarter.



|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 appearing on page 25 of the accompanying 2006 Annual Report to Stockholders, incorporated herein by reference in
this Form 10-K Annual Report as 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 25 of the accompanying 2006 Annual
Report to Stockholders, incorporated herein 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 Note 15 of the Notes to Consolidated Financial Statements of the accompanying 2006
Annual Report to Stockholders, incorporated herein 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 and the Liability Management section of Managements Discussion and Analysis of Financial Condition and Results of
Operations appearing on pages 14 through 16, and Note 15 of the Notes to Consolidated Financial Statements of the accompanying 2006 Annual Report to Stockholders, incorporated herein by reference in this Form 10-K Annual Report as Exhibit 13.



|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, 2006, 2005, and 2004, which are included in the Corporations 2006 Annual Report to Stockholders, are incorporated
herein by reference as Exhibit 13.



9



---

##### Table of Contents

The reports of the independent registered public accounting firms, Brown, Edwards & Company,
L.L.P., Bluefield, West Virginia, on page 54, and PricewaterhouseCoopers, LLP, Greensboro, North Carolina, on page 55 of the Registrants 2006 Annual Report to Stockholders, reflect unqualified opinions on the 2006 and 2005 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, 2006.

Reference to

2006 Annual Report



|                                                           |  |              
|---------------------------------------------------------- |  | -------------
|Consolidated Statements of Financial Condition             |  | Page   26    
|                                                           | 
|Consolidated Statements of Income                          |  | Page   27    
|                                                           | 
|Consolidated Statements of Changes in Stockholders Equity |  | Page   28    
|                                                           | 
|Consolidated Statements of Cash Flows                      |  | Page   29    
|                                                           | 
|Notes to Consolidated Financial Statements                 |  | Pages 30 - 53
|                                                           | 
|Reports of Independent Registered Public Accounting Firms  |  | Pages 54 - 55

The supplementary financial information required by this item is set forth in Note 18 of
Notes to Consolidated Financial Statements on Page 53 of the Corporations 2006 Annual Report to Stockholders , incorporated herein by reference as Exhibit 13.



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

None.



|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, 2006, 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, 2006 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,
2006, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.



10



---

##### Table of Contents

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

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 19, 2007 (which is not later than 120 days after December 31, 2006, the close of the fiscal year of the Registrant). The information required by this item is set forth under the captions CURRENT DIRECTORS AND NOMINEES FOR
DIRECTORS on page 12, IDENTIFICATION OF EXECUTIVE OFFICERS on page 31, Family Relationships on page 11, The Audit and Compliance Committee on page 4, the Nominating Committee and the Nomination
Process on pages 6-7, and Section 16(a) Beneficial Ownership Reporting Compliance on page 34, in our 2007 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 17, 2006, (which is not later than 120 days after December 31, 2005, the close of the
fiscal year of the Registrant). The information required by this item is set forth under the captions COMPENSATION DISCUSSION AND ANALYSIS on pages 16-20, EXECUTIVE COMPENSATION on pages 21-27, DIRECTOR
COMPENSATION on pages 28-29, COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION on page 5, and COMPENSATION COMMITTEE REPORT on page 30, in our 2006 Proxy Statement and is incorporated herein by reference to
such proxy statement.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

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 19, 2007, (which is not later than 120 days after December 31, 2006, 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 33, and Security Ownership of Directors and Named Executive Officers on page 32 in our 2007 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 11 of the Notes to Consolidated Financial Statements of the accompanying 2006 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.



11



---

##### Table of Contents

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

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 19,
2007, (which is not later than 120 days after December 31, 2006, the close of the fiscal year of the Registrant). The information required by this item is set forth under the captions Review and Approval of Transactions with Related
Persons on page 8, Independence of Directors and Nominees on pages 7-8, and Related Person Transactions on page 9 in our 2007 Proxy Statement and is incorporated herein by reference to such proxy statement.



|ITEM 14. | PRINCIPAL ACCOUNTING 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 19, 2007, (which is not
later than 120 days after December 31, 2006, 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 Firms on page
14 in our 2007 Proxy Statement and is incorporated herein by reference to such proxy statement.



12



---

##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



| | (a) | 1.              Financial Statements.
| | --- | -------------------------------------

See Item 8 on Page 10 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)                                                             
|              | 
|10(c)         |  | Amendment to employee agreement between the Corporation and Byron K. Satterfield(6)                                                  
|              | 
|11.           |  | Statement regarding computation of per share earnings(7)                                                                             
|              | 
|13.           |  | Annual report to security holders.                                                                                                   
|              | 
|14.           |  | Sample Officers Code of Ethics                                                                                                      
|              | 
|21.           |  | Subsidiaries of the registrant(8)                                                                                                    
|              | 
|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
|--- | --------------------------------------------------------------------------------------------



13



---

##### Table of Contents

|(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) | Incorporated by reference to the Companys Annual Report on Form 10-K dated December 31, 2004
|--- | ---------------------------------------------------------------------------------------------

|(7) | These statements are included in Note 9 in the notes to the consolidated financial statements which are incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(8) | This disclosure is included in Note 1 in the notes to the consolidated financial statements which are incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



14



---

##### Table of Contents

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 26, 2007          

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 26, 2007  
|    |  | B. L. Jackson, Jr.                                               |  |  |  |                       
|    |  | Chairman of the Board and Director                               |  |  |  |                       
|    |  |                                                                  | 
|BY: |  | /s/ R. W. Wilkinson                                              |  |  |  | Date: March 26, 2007  
|    |  | R. W. Wilkinson President & Chief Executive Officer and Director |  |  |  |                       
|    |  | (Principal Executive Officer)                                    |  |  |  |                       
|    |  |                                                                  | 
|BY: |  | /s/ Frank W. Wilkinson                                           |  |  |  | Date: March 26, 2007  
|    |  | Frank W. Wilkinson                                               |  |  |  |                       
|    |  | Secretary and Director                                           |  |  |  |                       
|    |  |                                                                  | 
|BY: |  |                                                                  |  |  |  | Date: March     , 2007
|    |  | Paul Cole, Jr.                                                   |  |  |  |                       
|    |  | Director                                                         |  |  |  |                       
|    |  |                                                                  | 
|BY: |  | /s/ Eustace Frederick                                            |  |  |  | Date: March 26, 2007  
|    |  | Eustace Frederick                                                |  |  |  |                       
|    |  | Director                                                         |  |  |  |                       
|    |  |                                                                  | 
|BY: |  | /s/ Robert M. Jones, Jr.                                         |  |  |  | Date: March 26, 2007  
|    |  | Robert M. Jones, Jr., M.D.                                       |  |  |  |                       
|    |  | Vice Chairman of the Board and Director                          |  |  |  |                       
|    |  |                                                                  | 
|BY: |  | /s/ Marshall S. Miller                                           |  |  |  | Date: March 26, 2007  
|    |  | Marshall S. Miller                                               |  |  |  |                       
|    |  | Director                                                         |  |  |  |                       



15



---

##### Table of Contents

|    |  |                           |  |                     
|--- |  | ------------------------- |  | --------------------
|BY: |  | /s/ Charles A. Peters     |  | Date: March 26, 2007
|    |  | Charles A. Peters         |  |                     
|    |  | Director                  |  |                     
|    |  |                          
|BY: |  | /s/ John H. Shott         |  | Date: March 26, 2007
|    |  | John H. Shott             |  |                     
|    |  | Director                  |  |                     
|    |  |                          
|BY: |  | /s/ Scott H. Shott        |  | Date: March 26, 2007
|    |  | Scott H. Shott            |  |                     
|    |  | Director                  |  |                     
|    |  |                          
|BY: |  | /s/ Walter L. Sowers      |  | Date: March 26, 2007
|    |  | Walter L. Sowers          |  |                     
|    |  | Director                  |  |                     
|    |  |                          
|BY: |  | /s/ Wm. Chandler Swope    |  | Date: March 26, 2007
|    |  | Wm. Chandler Swope        |  |                     
|    |  | Director                  |  |                     
|    |  |                          
|BY: |  | /s/ J. Brookins Taylor    |  | Date: March 26, 2007
|    |  | J. Brookins Taylor, M. D. |  |                     
|    |  | Director                  |  |                     



16