<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, 1998

                                      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. [X]

  The aggregate market value of the voting stock held by non-affiliates of the
    registrant as of March 17, 1999 was $32,228,405 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, 1998 are incorporated by reference into Part II.

   Portions of the proxy statement for the annual shareholders meeting to be
       held April 20, 1999, are incorporated by reference into Part III.

         Total number of pages, including cover page and exhibits - 63
<PAGE>
 
                       POCAHONTAS BANKSHARES CORPORATION
                                        
                         1998 FORM 10-K ANNUAL REPORT
                                        
                               TABLE OF CONTENTS
                                        

<TABLE>
<CAPTION>
                                    PART I
<S>                                                                     <C>
        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..............................  6
        ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS........................  6
        ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..........  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...  7
        ITEM 11. EXECUTIVE COMPENSATION...............................  7
        ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT.............................................  8
        ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......  8

                                    PART IV

        ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
           AND REPORTS ON FORM 8-K....................................  8
        SIGNATURES...............................................  9 - 10
</TABLE> 

                                       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, receive their entire
compensation from the subsidiaries. The Corporation's executive offices are
located at 500 Federal Street, Bluefield, West Virginia.

     The Registrant's principal business and major source of revenue is, and is
expected to remain, commercial banking. The Registrant currently derives
substantially all its revenues from dividends paid by the subsidiary 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 15 of the Notes to the
Consolidated Financial Statements in the Registrant's 1998 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 six additional branches in Mercer and Wyoming counties in southern West
Virginia and Tazewell County in southwestern Virginia.

     During the fourth quarter of 1998, Bluefield entered into an agreement with
City National Bank of West Virginia, Charleston, West Virginia ("CNB") to
acquire the assets and assume the liabilities of CNB's Hinton, West Virginia
branch.  This banking office has approximately $60 million in deposits and is a
natural market extension for the bank.  It is anticipated that this transaction
will be completed during the second quarter of 1999.

     As of December 31, 1998, Bluefield had 123 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 relations
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.

                                       3
<PAGE>
 
     As of December 31, 1998, 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 relations
with its employees.

COMPETITION

     Vigorous and intense competition exists in all areas where the Registrant
and its subsidiaries are engaged in business, generally from other banks located
in southern West Virginia and southwestern Virginia. However, this competition
is not only limited to other commercial banks. The 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 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.

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 approval 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 in 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.

                                       4
<PAGE>
 
     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 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 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 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 3 through 19 of the accompanying 1998 Annual Report to
Stockholders, incorporated herein by reference in this Form 10-K annual report
as Exhibit 13.


ITEM 2.  PROPERTIES
Properties

     The executive offices of the Registrant are located at 500 Federal Street,
Bluefield, West Virginia. There are twelve properties owned or leased by the
subsidiary banks 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. Ten of these offices are owned
and two are leased.


ITEM 3.  LEGAL PROCEEDINGS

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

                                       5
<PAGE>
 
     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, 1998.


                                 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 17 of the 1998 Annual Report to Stockholders (incorporated herein by
reference) describes further the information for market, stockholders, and
dividends.  The payment of dividends is subject to the restrictions described in
Note 15 of the Notes to Consolidated Financial Statements. The Board of
Directors evaluates the dividend payment on the Registrant's common stock after
the conclusion of each calendar quarter.


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 19 of the Registrant's 1998 Annual Report to Stockholders
(Exhibit 13), incorporated herein by reference.


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

     Management's Discussion and Analysis of Financial Condition and Results of
Operations appearing on pages 3 through 19 of the accompanying 1998 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.

                                       6
<PAGE>
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following financial statements and report of independent accountants
for the years ended December 31, 1998, 1997, and 1996, which are included in the
Corporation's 1998 Annual Report to Stockholders (Exhibit 13), are incorporated
herein by reference:

     The report of independent accountants on page 42 of the Registrant's 1998
Annual Report to Stockholders reflects an unqualified opinion on the 1998 and
1997 consolidated statements of financial condition and the related consolidated
statements of income and comprehensive income, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1998, issued by PricewaterhouseCoopers, LLP, Charlotte, North Carolina, the
Registrant's independent accountant for those years.

<TABLE>
<CAPTION>
                                                      Reference to
                                                   1998 Annual Report    
                                                   ------------------
<S>                                               <C>
Consolidated Statements of Financial Condition          Page 20
Consolidated Statements of Income
  and Comprehensive Income                              Page 21
Consolidated Statements of Cash Flows                   Page 22
Consolidated Statements of Changes
 in Stockholders' Equity                                Page 23
Notes to Consolidated Financial
 Statements                                       Pages 24 through 41
Report of Independent Accountants                       Page 42
</TABLE>

     The supplementary financial information required by this item is set forth
in Note 16 of "Notes to Consolidated Financial Statements" on Page 40 of the
Corporation's 1998 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.

                                 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 Commission on or
about March 30, 1999 (which is not later than 120 days after December 31, 1998,
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 30, 1999, (which is not later than 120 days after
December 31, 1998, 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

                                       7
<PAGE>
 
     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 30, 1999,
(which is not later than 120 days after December 31, 1998, 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 30, 1999, (which is not
later than 120 days after December 31, 1998, 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 1998.

(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
          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

                                       8
<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 22, 1999
              ------------------------------------

     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.

<TABLE> 
<S>                                                              <C> 
BY:   /s/ B. L. Jackson                                          Date: March 16, 1999
    ----------------------------------------                           --------------  
B. L. Jackson, Jr., Chairman of the Board and Director


BY:   /s/ R. W. Wilkinson                                        Date: March 16, 1999 
    ----------------------------------------                           --------------
R. W. Wilkinson, President & Chief Executive Officer & Director
(Principal Executive Officer)


BY:   /s/ Charles A. Peters                                      Date: March 16, 1999 
    ----------------------------------------                           --------------
Charles A. Peters, Secretary and Director


BY: ________________________________________                     Date: ______________     
Paul Cole, Jr., Director


BY:   /s/ Eustace Frederick                                      Date: March 16, 1999     
    ----------------------------------------                           --------------
Eustace Frederick, Director


BY:   /s/ Robert M. Jones, Jr                                    Date: March 16, 1999 
    ----------------------------------------                           --------------
Robert M. Jones, Jr., M.D., Director


BY: ________________________________________                     Date: ______________
Harold L. Miller, Jr., Director


BY: ________________________________________                     Date:_______________
C. E. Richner, Director


BY: /s/ Byron K. Satterfield                                     Date: March 16, 1999 
    ----------------------------------------                           --------------
Byron K. Satterfield, Director
</TABLE> 

                                       9
<PAGE>
 
<TABLE> 
<S>                                                         <C> 
BY: ______________________________________                  Date:_______________
John C. Shott, Director


BY:   /s/ Scott H. Shott                                    Date: March 16, 1999 
    --------------------------------------                        --------------
Scott H. Shott, Director


BY:   /s/ Walter L. Sowers                                  Date: March 16, 1999 
    --------------------------------------                        --------------
Walter L. Sowers, Director


BY:   /s/ J. Brookins Taylor, M. D.                         Date: March 16, 1999 
    --------------------------------------                        --------------
J. Brookins Taylor, M. D., Director


BY:   /s/ Frank W. Wilkinson                                Date: March 16, 1999 
    --------------------------------------                        --------------       
Frank W. Wilkinson, Director
</TABLE> 

                                       10