FORM 10-Q

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


         For the Quarter Ended                 Commission file number 1-6580 
         March 31, 1999


                         FIRST VIRGINIA BANKS, INC.
           (Exact name of registrant as specified in its charter)


                Virginia                                54-0497561
     (State or other jurisdiction of          (I.R.S. Employer Identification
      incorporation or organization)                       Number)


        6400 Arlington Boulevard
         Falls Church, Virginia                           22042-2336
     (Address of principal executive                      (Zip Code)
                offices)


               Registrant's telephone number, including area code
                                  (703) 241-4000


     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 the number of shares outstanding of each of the issuer's      
     classes of common stock as of the latest practicable date.


               On April 30, 1999, there were 50,125,490 shares of common 
               stock outstanding.



     This report contains a total of 22 pages.



                                          1
<PAGE>

                                    INDEX
                                                                  Page        
   
                                                               ---------
     PART I - Financial Information


        Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets - March 31, 1999
              and 1998, (Unaudited), and December 31, 1998        3/ 4

           Condensed Consolidated Statements of Income - Three
              months ended March 31, 1999 and 1998 (Unaudited)    5/ 6

           Condensed Consolidated Statements of Shareholders'
              Equity - Three months ended March 31, 1999
              and 1998 (Unaudited)                                7/ 8

           Condensed Consolidated Statements of Cash Flows - Three
              months ended March 31, 1999 and 1998 (Unaudited)       9

           Notes to Condensed Consolidated Financial
              Statements (Unaudited)                             10/13

        Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations         13/20

        Item 3.  Quantitative and Qualitative Disclosures
           About Market Risk                                        21

     PART II - Other Information


        Item 6.  Exhibits and Reports on Form 8-K 
          
           Signatures                                               21

           Exhibit 27 - Financial Data Schedule                     22

















                                          2
<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

                                               March 31 December 31  March 31
                                                 1999       1998       1998
                                              ---------- ---------- ----------  
                                             (Unaudited)            (Unaudited)
                                                       (In thousands)
ASSETS
Cash and due from banks                       $  359,388 $  377,374 $  398,354
Money market investments                         245,067    265,557    340,263
                                              ---------- ---------- ----------
        Total cash and cash equivalents          604,455    642,931    738,617
                                              ---------- ---------- ----------
Loans held for sale                               10,580     14,737     21,084
Investment securities - available for sale        17,122     20,580     23,437
Investment securities - held to maturity
   (fair values of $2,405,810, $2,316,922
           and $2,146,904)                     2,403,099  2,302,472  2,141,825

Loans, net of unearned income                  6,004,017  6,093,215  5,858,520
Allowance for loan losses                        (66,200)   (70,312)   (67,117)
                                              ---------- ---------- ---------- 
        Net loans                              5,937,817  6,022,903  5,791,403
                                              ---------- ---------- ---------- 
Other earning assets                              23,123     22,427     21,473
Premises and equipment                           158,043    160,781    165,441
Intangible assets                                181,354    184,695    186,257
Accrued income and other assets                  205,321    193,170    180,209 
                                              ---------- ---------- ---------- 
   Total Assets                               $9,540,914 $9,564,696 $9,269,746 
                                              ========== ========== ========== 





















                                           3
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) 

                                               March 31 December 31  March 31
                                                 1999       1998       1998     
                                              ---------- ---------- ----------  
                                             (Unaudited)            (Unaudited)
                                                        (In thousands) 
LIABILITIES
Deposits:
   Noninterest-bearing                        $1,598,379 $1,601,041 $1,520,248
   Interest-bearing:
        Interest checking                      1,477,151  1,508,511  1,406,234
        Money market accounts                    992,647    958,966    849,106
        Savings deposits                       1,148,087  1,134,108  1,160,411
        Consumer certificates of deposit       2,373,928  2,414,366  2,461,759
        Large denomination
          certificates of deposit                432,387    438,086    423,693
                                              ---------- ---------- ---------- 
           Total deposits                      8,022,579  8,055,078  7,821,451

Short-term borrowings                            349,093    385,996    274,476
Long-term debt                                     2,971      3,217      3,875 
Accrued interest and other liabilities           146,933    130,077    139,315
                                              ---------- ---------- ---------- 
   Total Liabilities                           8,521,576  8,574,368  8,239,117
                                              ---------- ---------- ---------- 
SHAREHOLDERS' EQUITY
Preferred stock, $10 par value                       502        534        551
Common stock, $1 par value                        50,125     50,094     51,841  
Capital surplus                                    5,074      4,004     93,359
Retained earnings                                962,938    934,703    882,803
Accumulated other comprehensive income               699        993      2,075
                                              ---------- ---------- ---------- 
   Total Shareholders' Equity                  1,019,338    990,328  1,030,629
                                              ---------- ---------- ---------- 
   Total Liabilities and Shareholders' Equity $9,540,914 $9,564,696 $9,269,746
                                              ========== ========== ========== 

See notes to condensed consolidated financial statements.


















                                           4
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

                                             Three Months Ended
                                                March 31      
                                             1999       1998  
                                           --------   --------
                                  (In thousands, except per-share data) 

Interest income:
     Loans                                 $125,309   $127,349
     Loans held for sale                        231        268
     Investment securities -
      available for sale                        224        141 
     Investment securities -
      held to maturity                       29,193     26,584
     Money market investments                 5,183      7,363
     Other earning assets                       393        367
                                            -------    -------
        Total interest income               160,533    162,072
                                            -------    -------

Interest expense:
     Deposits                                50,102     54,152
     Short-term borrowings                    3,549      3,211
     Long-term debt                              75         47
                                            -------    -------
        Total interest expense               53,726     57,410
                                            -------    -------
Net interest income                         106,807    104,662
Provision for loan losses                     3,956      4,084
                                            -------    -------
Net interest income after provision
 for loan losses                            102,851    100,578
                                            -------    -------
























                                           5
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Continued) (Unaudited)


                                            Three Months Ended
                                                March 31      
                                             1999       1998  
                                            -------    -------
                                  (In thousands, except per-share data) 

Net interest income after provision
 for loan losses                            102,851    100,578
                                            -------    -------
Noninterest income:
    Service charges on deposit
      accounts                               13,641     10,873
    Electronic banking service fees           2,674      2,734
    Trust services                            2,732      2,601
    Credit card service charges
      and fees                                2,504      2,768
    Insurance premiums and
      commissions                             1,964      1,770
    Other customer services                   3,458      3,464
    Other                                     2,590      1,731
    Gain on sale of credit card portfolio    16,467         -
    Securities gains before income tax
      provisions of $288 and $177               822        506
                                            -------    -------
        Total noninterest income             46,852     26,447
                                            -------    -------
Noninterest expense:
     Salaries and employee benefits          44,412     43,632
     Occupancy                                6,307      6,353
     Equipment                                7,487      6,915
     Credit card processing fees              1,843      1,936
     Advertising                              1,272      2,225
     Amortization of intangibles              3,827      3,421
     Other                                   16,783     14,278
                                            -------    -------
        Total noninterest expense            81,931     78,760
                                            -------    -------
Income before income taxes                   67,772     48,265
Provision for income taxes                   23,488     16,723
                                            -------    -------
Net income                                  $44,284    $31,542
                                            =======    =======
Net income per share of common stock                          
  Basic                                        $.88       $.61
  Diluted                                       .88        .61

Average shares of common stock outstanding
  Basic                                      50,103     51,828
  Diluted                                    50,391     52,110


See notes to condensed consolidated financial statements.


                                           6
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) 

                                                             Accum-
                                                             ulated     
                            Pre-                             Other    Total
                           ferred   Common                   Compre-  Share-
                            Stock    Stock  Capital Retained hensive holders'
                           $10 Par  $1 Par  Surplus Earnings Income   Equity
                           ------- ------- -------- -------- ------ ----------
                                           (Dollars in thousands)

Balance January 1, 1998... $   583 $51,817 $ 92,971 $865,785 $ -    $1,011,156

Comprehensive income:
  Net income..............      -     -        -      31,542   -        31,542
  Unrealized gains on       
    securities, net of
    tax of $1,117               -     -        -        -     2,075      2,075
                                                                    ----------
Total comprehensive income      -     -        -        -      -        33,617
                                                                    ----------
Conversion of preferred
  to common stock.........     (32)      7       25     -      -          -
Issuance of shares for
 stock options............      -       17      264     -      -           281
Common stock repurchases 
 and related transactions       -     -          99     -      -            99
Dividends declared:
  Preferred stock.........      -     -        -          (9)  -            (9)
  Common stock
    $0.28 per share             -     -        -     (14,515)  -       (14,515)
                           ------- ------- -------- -------- ------ ----------
Balance March 31, 1998.... $   551 $51,841 $ 93,359 $882,803 $2,075 $1,030,629
                           ======= ======= ======== ======== ====== ==========


See notes to condensed consolidated financial statements.





















                                           7
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(Cont.)(Unaudited) 

                                                             Accum-
                                                             ulated     
                            Pre-                             Other    Total
                           ferred   Common                   Compre-  Share-
                            Stock    Stock  Capital Retained hensive holders'
                           $10 Par  $1 Par  Surplus Earnings Income   Equity
                           ------- ------- -------- -------- ------ ----------
                                           (Dollars in thousands)

Balance January 1, 1999... $   534 $50,094 $  4,004 $934,703 $  993 $  990,328

Comprehensive income:
  Net income..............      -     -        -      44,284   -        44,284
  Unrealized gains on       
    securities, net of
    tax of $(158)               -     -        -        -      (294)      (294)
                                                                    ----------
Total comprehensive income      -     -        -        -      -        43,990
                                                                    ----------
Conversion of preferred
  to common stock.........     (18)      4       14     -      -          -
Preferred stock retired...     (14)   -         (26)    -      -           (40)
Issuance of shares for
 stock options............      -       29    1,206     -      -         1,235
Common stock repurchases 
 and related transactions       -       (2)    (124)    -      -          (126)
Dividends declared:
  Preferred stock.........      -     -        -          (9)  -            (9)
  Common stock
    $0.32 per share             -     -        -     (16,040)  -       (16,040)
                           ------- ------- -------- -------- ------ ----------
Balance March 31, 1999.... $   502 $50,125 $  5,074 $962,938 $  699 $1,019,338
                           ======= ======= ======== ======== ====== ==========


See notes to condensed consolidated financial statements



















                                           8
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                            Three Months Ended 
                                                                 March 31  
                                                             1999       1998
                                                           --------   -------- 
                                                              (In thousands) 

Net cash provided by operating activities                  $ 62,604   $ 54,124
                                                           --------   -------- 
Investing activities:
     Proceeds from the maturity of 
        held to maturity securities                         512,263    604,304
     Proceeds from the maturity or sale of
        available for sale securities                         3,800        538
     Purchases of held to maturity securities              (614,059)  (806,080)
     Purchases of available for sale securities                -       (14,077)
     Net decrease in loans                                   81,130     74,426  
     Net increase in other earning assets                      (696)       (29)
     Purchases of premises and equipment                     (3,448)    (4,862)
     Proceeds from sale of premises and equipment             2,580        351
     Increase in intangible assets                             (482)   (14,698)
     Other                                                    2,455      3,323 
                                                           --------   -------- 
        Net cash provided by (used for)
          investing activities                              (16,457)  (156,804)
                                                           --------   -------- 
Financing activities:
     Net increase (decrease) in deposits                    (32,499)   201,609 
     Net increase (decrease) in short-term borrowings       (36,903)    22,789 
     Principal payments on long-term debt                      (246)      (279)
     Proceeds from long-term debt                              -         1,328 
     Cash dividends - common, $.32 and $.28 per share       (16,035)   (14,515)
     Cash dividends - preferred                                  (9)        (9)
     Stock repurchases and related transactions                (166)        99 
     Proceeds from issuance of common stock                   1,235        281 
                                                           --------   -------- 
        Net cash provided by (used for)
          financing activities                              (84,623)   211,303 
                                                           --------   -------- 
        Net increase (decrease) in cash and
          cash equivalents                                  (38,476)   108,623 
        Cash and cash equivalents at beginning of year      642,931    629,994 
                                                           --------   -------- 
        Cash and cash equivalents at end of period         $604,455   $738,617 
                                                           ========   ======== 

Net cash provided by operating activities has been
 reduced by the following cash payments:
    Interest on deposits and borrowings                    $ 54,891   $ 59,615
    Income Taxes                                                625      1,390


See notes to condensed consolidated financial statements.



                                           9
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. GENERAL

     The foregoing unaudited consolidated financial statements include the
accounts of the corporation and all of its subsidiaries. The corporation's
subsidiaries are predominantly engaged in banking. Operations other than
banking are not significant. All material intercompany transactions and
accounts have been eliminated. The unaudited consolidated financial statements
include all adjustments (consisting only of normal recurring accruals) which,
in the opinion of management, are necessary for a fair presentation of the
results of operations for each of the periods presented. Certain amounts
previously reported in 1998 have been reclassified for comparative purposes.


2. INVESTMENT SECURITIES

     The following reflects the amortized cost of securities and the related
approximate fair values (in thousands):

                                    March 31, 1999           March 31, 1998
                                Amortized      Fair      Amortized      Fair 
                                   Cost        Value        Cost        Value
                                ----------  ----------   ----------  ----------
Securities available for sale:
U.S. Government and
   its agencies                 $   10,539  $   10,607   $   12,847  $   12,809
Other                                5,503       6,515        7,399      10,628
                                ----------  ----------   ----------  ----------
                                $   16,042  $   17,122   $   20,246  $   23,437
                                ==========  ==========   ==========  ==========

Securities held to maturity:
U.S. Government and
   its agencies                 $2,087,003  $2,087,520   $1,991,437  $1,994,046
State and municipal obligations    315,848     318,039      148,914     151,376
Other                                  248         251        1,474       1,482
                                ----------  ----------   ----------  ----------
                                $2,403,099  $2,405,810   $2,141,825  $2,146,904
                                ==========  ==========   ==========  ==========
















                                           10
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

3. LOANS

     Loans consisted of (in thousands):
                                                     March 31
                                                1999          1998
                                             ----------    ----------
Consumer:
   Automobile installment                    $2,778,587    $2,464,160 
   Home equity, fixed- and variable-rate        855,532     1,005,351
   Revolving credit plans,                   
     including credit cards                      26,845       184,674
   Other                                        317,497       351,559
Real estate:
   Construction and land development            129,060       112,513
   Commercial mortgage                          570,323       567,498
   Residential mortgage                         639,490       518,048
   Other, including Industrial
     Development Authority loans                109,854        94,142
Commercial                                      576,829       560,575
                                             ----------    ----------
   Loans, net of unearned income
     of $142,764 and $174,774                $6,004,017    $5,858,520
                                             ==========    ==========


                       
4. ALLOWANCE FOR LOAN LOSSES
     Activity in the allowance for loan losses was (dollars in thousands): 
                                       Three Months Ended
                                            March 31     
                                        1999       1998  
                                       -------    -------

Balance at beginning of period         $70,312    $68,064
Provision charged to expense             3,956      4,084
Decrease attributable to loans sold     (4,323)      -
                                       -------    -------
                                        69,945     72,148
Less:
     Loans charged off, net of
      recoveries of $1,084 and $1,010    3,745      5,031 
                                       -------    ------- 
Balance at March 31                    $66,200    $67,117 
                                       =======    ======= 
Percentage of annualized net
   charge-offs to average loans            .25%       .34% 
Percentage of allowance for loan
   losses to period-end loans             1.10       1.15  
Percentage of nonperforming assets
   to period-end loans                     .34        .41  





                                           11
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)


5. FEDERAL INCOME TAX

        The reconcilement of income tax computed at the federal statutory tax
rates to the provision for income taxes was as follows (dollars in thousands):

                                Three Months Ended       
                                      March 31           
                                1999           1998     
                            -------------  -------------
                            Amount Percent Amount Percent
                            ------- -----  ------- ----- 

Statutory rate              $23,720 35.0%  $16,893 35.0% 
Nontaxable interest on
 municipal obligations       (1,251)(1.8)   (1,000)(2.1) 
Other items                   1,019  1.5       830  1.8  
                            ------- ----   ------- ----  
Effective rate              $23,488 34.7%  $16,723 34.7% 
                            ======= ====   ======= ====  


6. PREFERRED AND COMMON STOCK

     There are 3,000,000 shares of preferred stock, par value $10.00 per
share, authorized. The following four series of cumulative convertible stock
were outstanding:


                                             March 31  December 31   March 31
              Series   Dividends               1999       1998         1998
            ---------  ---------             --------  -----------   --------

                A           5%                17,429       18,615     19,704
                B           7%                 3,340        3,340      3,340 
                C           7%                 8,212        9,788      9,788 
                D           8%                21,172       21,612     22,276 
                                             -------       ------     ------ 
                                              50,153       53,355     55,108 
                                             =======       ======     ====== 
     The Series A, Series B and Series D shares are convertible into two and
one fourth shares of common stock, and the Series C shares are convertible
into one and eight-tenths shares of common stock. All of the preferred stock
may be redeemed at the option of the corporation for $10.00 per share. 
     There are 175,000,000 shares of common stock, par value $1.00 per share,
authorized and 50,125,000, 50,094,000 and 51,841,000 shares were outstanding
at March 31, 1999, December 31, 1998, and March 31, 1998, respectively.
Options to purchase 756,868 shares of common stock were outstanding on March
31, 1999. A total of 3,222,391 shares of common stock were reserved at March
31, 1999: 109,148 shares for the conversion of preferred stock and 3,113,243
shares for stock options.




                                          12
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

7. EARNINGS PER SHARE

     Earnings per share computations are as follows (in thousands, except per
share data):

                                              Three Months Ended
                                                   March 31
                                                1999      1998   
                                              --------  -------- 
Basic:
     Average common shares outstanding          50,103    51,828
                                              ========  ======== 
Net income                                    $ 44,284  $ 31,542 
Preferred stock dividends                            9         9    
                                              --------  --------
     Net income applicable to
        common stock                          $ 44,275  $ 31,533 
                                              ========  ========
     Net income per share of common stock     $    .88  $    .61 
                                              ========  ========
Diluted:
     Average common shares outstanding          50,103    51,828   
     Dilutive effect of stock options              175       157
     Conversion of preferred stock                 113       125     
                                              --------  -------- 
        Total average common shares             50,391    52,110
                                              ========  ======== 
Net income                                    $ 44,284  $ 31,542 
                                              ========  ======== 
     Net income per share of common stock     $    .88  $    .61 
                                              ========  ========




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS

QUARTERLY RESULTS 

     Net income in the first quarter was $44.284 million, an increase of 40%
compared to the $31.452 million earned in the prior year's first quarter.
Earnings per share increased 44% to $.88 compared to $.61 in the prior year's
first quarter.  Included in income was an after-tax gain of $10.7 million or
$.21 per share on the sale of the corporation's credit card loan portfolio.  
Excluding the gain on the sale of the credit card portfolio in March,
earnings per share increased 10% to $.67 or $33,581,000.  The return on
average assets was 1.87% in the first quarter of 1999 including the gain on
the sale of the credit card portfolio, and 1.42% excluding the gain on sale
compared to 1.39% in the prior year's first quarter. The return on average
shareholders' equity was 17.67% including the gain on the sale of the credit
card portfolio and 13.40% excluding the sale, a 103 basis point improvement
compared to the 12.37% earned in 1998.


                                      13  

     The credit card industry has been consolidating rapidly over the last
several years, and the large companies specializing in credit cards have been
able to offer a superior level of product features and service.  Credit cards
made up less than 2% of First Virginia's loans and the lack of growth and
increasing costs of fraud and bankruptcy had diminished the potential for
this part of First Virginia's business, leading to the decision to sell the
remaining $101.8 million of the corporation's credit card portfolio.  First
Virginia will continue to offer credit cards to its customers in partnership
with MBNA, a company specializing in credit card lending.

     The first quarter witnessed a continuation of the strength in the U.S.
economy.  Automobile sales were particularly strong, which helped First
Virginia post a 26% increase in the production of automobile loans compared
to the prior year's first quarter, and achieving a record volume in March.  
During the first quarter, First Virginia opened new automobile loan
production offices in Pittsburgh, Pennsylvania and Atlanta, Georgia, and it
is anticipated that they will contribute to growth in future quarters.  

     Average loans increased 3.0% to $6.079 billion compared to $5.901
billion in the prior year's first quarter.  Average indirect automobile loans
increased 14.1% compared to the first quarter of 1998, while average real
estate loans increased 9.4% and average commercial loans increased 5.9%.  In
addition to the decline in credit card loans as a result of the sale, overall
loan growth was constrained by a 19.9% decline in average home equity loans
as low interest rates continued to fuel home mortgage refinancing activity. 
Average deposits increased 4.2% in the 1999 first quarter to $7.964 billion
including a 7.6% increase in low-cost transaction accounts and a 20.6%
increase in money market accounts.  At the end of the quarter, total assets
were $9.541 billion, a 2.9% increase compared to $9.270 billion at the end of
the 1998 first quarter, but down slightly compared to the $9.565 billion at
the end of 1998. The net interest margin in the first quarter was 5.04%,
virtually unchanged from the fourth quarter margin of 5.05%.  First Virginia
has achieved a net interest margin of 5.00% or better every year since 1978.  

     Asset quality remains at an excellent level.  Nonperforming assets
declined to $20.232 million at March 31, representing a record low .34% of
outstanding loans.  This compares to $23.998 million or .41% of loans at
March 31, 1998, and $21.790 million or .36% of loans at December 31, 1998. 
Potential problem loans, those loans which are currently performing in
accordance with contractual terms but where management has concerns over the
ability of the borrower to continue to comply with those terms, totaled
$31.885 million at March 31, 1999, compared to $33.201 million at March 31,
1998.  Loans past due 90 days or more of $18.250 million represented .30% of
loans, up slightly compared to the $17.162 million or .29% of loans at the
end of 1998.













                                      14
<PAGE>
     A summary of nonperforming assets and delinquent loans is as follows:
                                                   March 31
                                              1999        1998
                                            -------     -------
                                           (Dollars in thousands)
          Nonaccruing loans                 $14,018     $17,284
          Restructured loans                  2,386       1,978
          Foreclosed real estate              3,828       4,736
                                            -------     -------
          Total nonperforming assets        $20,232     $23,998
                                            =======     =======

          Percentage of total loans             .34%        .41%
                                            =======     =======

          Loans past due 90 days or more    $18,250     $14,451
                                            =======     =======

          Percentage of total loans             .30%        .25%
                                            =======     =======

     Net charge-offs in the first quarter declined to $3.744 million or an
annualized .25% of average loans compared to $5.032 million or .34% in the
prior year's first quarter.  The provision for loan losses in the first
quarter of $3.956 million covered net charge-offs and provided for new loan
growth.  This compares to the $4.084 million provision for loan loss expense
in the first quarter of 1998.  The allowance for loan losses was $66.200
million at March 31, 1999, and represented 1.10% of outstanding loans
compared to $67.117 million and 1.15% of loans at March 31, 1998.  The
allowance was reduced as a consequence of the sale of the corporation's
credit card loans during the quarter.  Credit card loans had a significantly
higher net charge-off rate than other loans in the corporation's loan
portfolio and it is anticipated that net charge-offs will decline in future
quarters.  

     Noninterest income increased 77% to $46.852 million compared to $26.447
million in the first quarter of 1998.  Excluding the pre-tax gain of $16.467
million on the sale of the corporation's remaining credit card loan portfolio
in the 1999 first quarter, noninterest income increased 15%.  The corporation
is continuing to increase the proportion of the income it receives from
noninterest sources.  In the first quarter of 1999, noninterest income
comprised 22% of revenue compared to 20% in the 1998 first quarter. Service
charges on deposit accounts increased 25% compared to the prior year's first
quarter, attributable to the late-1998 implementation of a customer value-
based approach to service charges.  Income from insurance activities
increased 11% with continued strong growth expected as the corporation's
insurance agency added new agents to its commercial sales force.  The
corporation recognized a gain on the sale of some equity securities which
contributed to a net gain on securities transactions of $.822 million in the
first quarter of 1999 compared to $.506 million in 1998.  

     Noninterest expense declined compared to the third and fourth quarters
of 1998 and was up only 4.0% compared to the prior year's first quarter.  The
corporation's practice of continually examining and evaluating its operating
systems and processes controls increases in operating expenses.  As part of
this ongoing review, the corporation recently eliminated a level of

                                      15

management within the corporation, giving the chief executive officers of the
corporation's community banks direct lines of communication with senior
management and empowering them to make even more decisions at the local
level.  In addition, several smaller banks with overlapping markets were
consolidated, forming larger and more market-dominant banks in their
communities.  The back office operations continue to be concentrated for
efficiency, and the corporation recently combined all the service operations
into one organization to achieve even higher cost savings as new technology
and changes in procedures permit.  These moves combined to improve the
efficiency ratio further to 56.6% in the first quarter compared to the 57.0%
achieved in the prior year's first quarter and full year of 1998.

     Total shareholders' equity was $1.019 billion at March 31, 1999,
compared to $1.031 billion at March 31, 1998.  First Virginia continues to be
one of the best capitalized among the 100 largest banks in the country.  At
March 31, 1999, the corporation's leverage ratio was 9.05% compared to 8.73%
at the end of 1998, significantly higher than regulatory requirements or peer
group averages.  No shares were repurchased during the 1999 first quarter
under the corporation's share repurchase plan.  There are 1.487 million
shares remaining under the currently authorized plan.  As a result of shares
repurchased in the third and fourth quarters of 1998, average diluted shares
outstanding in the first quarter of 1999 declined 3.3% to 50.391 million
compared to 52.110 million in the 1998 first quarter.

YEAR 2000

     The Year 2000 issue is the result of computer programs using two digits
rather than four to define the applicable year.  Any of the corporation's
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000.  This could result in
a system failure or miscalculations causing disruptions of operations,
including among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. 

     First Virginia began preparing its computer systems and applications for
the Year 2000 in 1993.  This process involves modifying or replacing the
corporation's affected hardware and software as well as ensuring that
external service providers, significant vendors and large customers are
taking the appropriate action to remedy their own Year 2000 issues.  First
Virginia developed a five-phase approach to resolve its Year 2000 issues. 
This approach involves the following phases: awareness, assessment,
renovation, validation and implementation. The awareness and assessment
phases involve identifying the systems  affected, analyzing the scope and
magnitude of the problem, and developing an action plan to address each area
affected.  Management has identified 64 systems as "mission-critical," which
are defined as those systems that would severely impair operations or cause a
significant loss of revenue if not remediated.  The renovation phase involves
modifying or replacing the corporation's affected systems.  The final two
phases, validation and implementation, involve testing and certification that
the mission-critical systems are compliant with all Year 2000 issues.  As of
March 31, 1999, the corporation has completed all phases for these 64
mission-critical systems.

     First Virginia has contacted non-mission-critical external service
providers, significant suppliers and large customers to determine the extent
to which they may be affected by Year 2000 issues and to determine whether


                                      16

they are taking appropriate steps to remedy their own Year 2000 issues.  To
date, First Virginia is not aware of any external service providers, vendors
or large customers whose failure to resolve their own Year 2000 issues would
have a material adverse effect on First Virginia's results of operations.
However, the corporation has no means of ensuring that external agents or
large customers will be ready and the effect of their noncompliance is not
determinable.  The corporation will continue to monitor the progress of non-
mission-critical external service providers, significant suppliers and large
customers throughout 1999 and will determine if a contingency plan is
necessary for those external parties by September 30, 1999. 

     Management of the corporation believes it has an effective program in
place to resolve the Year 2000 issue in a timely manner.  An independent
third party has been engaged to review the corporation's plan and readiness
for Year 2000 mission-critical issues.  In addition, the corporation's
primary regulator, the Federal Reserve, conducts quarterly examinations and
evaluations of the corporation's progress.

     In the event that First Virginia is unable to complete all necessary
phases of the plan, First Virginia may be unable to process transactions,
invoice customers or collect payments and perform other operations.  In
addition, disruptions in the economy generally resulting from Year 2000
issues could also materially adversely affect the corporation.  The
corporation has developed contingency plans for 80% of its mission-critical
systems and is developing plans for the remaining systems that will be
completed by June 30, 1999.  These plans involve, among other actions, manual
work-arounds, temporary postponement of certain functions and alternative
computer systems.  Some of these plans incorporate parts of the corporation's
existing disaster recovery programs involving offsite data processing and
detailed plans for each function within the corporation.

     First Virginia estimates that the total cumulative cost of the project
will be approximately $22 million of which $19 million has already been
expended.  This includes both internal and external personnel costs related
to modifying the systems and the cost of purchasing or leasing hardware or
software.  Purchased hardware and software is being capitalized in accordance
with normal policy.  Personnel and all other costs related to the project are
being expensed as incurred.  These costs are not expected to have a material
effect on the corporation's results of operations.

     The cost of the project and the expected completion dates are based on
management's best estimates, which were derived utilizing numerous
assumptions of future events, including the continued availability of certain
resources and other factors.  However, there can be no guarantee that these
estimates will be achieved, and actual results could differ materially from
those anticipated.  Specific factors that could influence the results may
include, but are not limited to, the availability and cost of personnel
trained in this area, the ability to locate and correct all relevant computer
codes, the availability of alternative systems in the event of failure of
mission-critical systems, the ability of third-party intermediaries to be
Year 2000 ready, and similar uncertainties. 







                                      17 

FORWARD-LOOKING STATEMENTS

     Certain statements in this discussion may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.  Such forward-looking statements involve known and unknown risks
including, but not limited to, changes in general economic and business
conditions, interest-rate fluctuations, competition within and without the
banking industry, new products and services in the banking industry, risks
inherent in making loans, including repayment risks and fluctuating
collateral values, changing trends in customer profiles and changes in laws
and regulations applicable to the corporation.  Although the corporation
believes that its expectations with respect to the forward-looking statements
are based upon reasonable assumptions within the bounds of its knowledge of
its business and operations, there can be no assurance that actual results,
performance or achievements of the corporation will not differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements.








































                      
                                      18
<PAGE>
AVERAGE BALANCES AND INTEREST RATES (Unaudited)
(Dollars in thousands)
                                             Three Months Ended March 31 
                                                        1999              
                                           ------------------------------ 
                                                        Interest          
                                             Average    Income/           
                                             Balance    Expense     Rate  
                                           ----------  ---------  ------- 
Interest-earning assets:
  Investment securities-available for sale:
    U.S. Government and its agencies       $   11,911   $    161     5.46%
    Other                                       7,831         63     3.22
  Investment securities-held to maturity:
    U.S. Government and its agencies        1,760,329     25,494     5.84 
    State and municipal obligations
      (Fully taxable-equivalent basis)        314,812      4,771     6.06 
    Other (Fully taxable-equivalent basis)        247          4     6.58 
                                           ----------   --------          
      Total investment securities           2,095,130     30,493     5.86 
                                           ----------   --------          
  Loans, net of unearned income:
    Installment                             4,014,264     83,678     8.45
    Real estate                             1,122,020     23,284     8.30 
    Other (Fully taxable-equivalent basis)    942,412     19,033     8.25 
                                           ----------   --------          
      Total loans                           6,078,696    125,995     8.36 
                                           ----------   --------          
  Loans held for sale                          12,191        231     7.59 
  Money market investments                    443,510      5,183     4.74 
  Other earning assets                         22,491        393     7.00
                                           ----------   --------          
      Total earning assets and income      $8,652,018    162,295     7.56 
                                           ==========   --------          
Interest-bearing liabilities:
  Interest checking/savings plan           $1,478,747      3,558     0.98 
  Money market accounts                       981,518      7,452     3.08 
  Savings deposits                          1,135,516      5,423     1.94 
  Consumer certificates of deposit          2,396,125     28,443     4.81 
  Large denomination
    certificates of deposit                   434,375      5,226     4.88 
                                           ----------   --------          
      Total interest-bearing deposits       6,426,281     50,102     3.16 
  Short-term borrowings                       366,410      3,549     3.93 
  Long-term indebtedness                        3,129         75     9.57 
                                           ----------   --------          
      Total interest-bearing liabilities
        and interest expense               $6,795,820     53,726     3.21 
                                           ==========   --------          
Net interest income and net interest margin             $108,569     5.04%
                                                        ========          
Other average balances:
  Demand deposits                          $1,537,769                     
  Common shareholders' equity               1,001,683                   
  Total shareholders' equity                1,002,207                     
  Total assets                              9,452,236                     


                                      19      

AVERAGE BALANCES AND INTEREST RATES (Unaudited)
(Dollars in thousands)
                                             Three Months Ended March 31
                                                        1998              
                                           ------------------------------ 
                                                        Interest          
                                             Average    Income/           
                                             Balance    Expense     Rate  
                                           ----------  ---------  ------- 
Interest-earning assets:
  Investment securities-available for sale:
    U.S. Government and its agencies       $    4,982   $     68     5.57%
    Other                                      10,217         73     2.86
  Investment securities-held to maturity:
    U.S. Government and its agencies        1,628,619     24,561     6.08 
    State and municipal obligations
      (Fully taxable-equivalent basis)        154,664      2,763     7.14 
    Other (Fully taxable-equivalent basis)      1,550         24     6.24 
                                           ----------   --------          
      Total investment securities           1,800,032     27,489     6.16 
                                           ----------   --------          
  Loans, net of unearned income:
    Installment                             3,985,723     86,530     8.80 
    Real estate                             1,025,922     22,154     8.64 
    Other (Fully taxable-equivalent basis)    889,704     19,299     8.86 
                                           ----------   --------          
      Total loans                           5,901,349    127,983     8.74 
                                           ----------   --------          
  Loans held for sale                          15,164        268     7.06 
  Money market investments                    551,011      7,363     5.42 
  Other earning assets                         21,456        367     6.85
                                           ----------   --------          
      Total earning assets and income      $8,289,012    163,470     7.95 
                                           ==========   --------          
Interest-bearing liabilities:
  Interest checking/savings plan           $1,376,652      5,247     1.55 
  Money market accounts                       814,002      6,757     3.37 
  Savings deposits                          1,138,173      6,451     2.30 
  Consumer certificates of deposit          2,455,885     30,091     4.97 
  Large denomination
    certificates of deposit                   426,850      5,606     5.33 
                                           ----------   --------          
      Total interest-bearing deposits       6,211,562     54,152     3.54 
  Short-term borrowings                       273,260      3,211     4.77 
  Long-term indebtedness                        2,723         47     6.89 
                                           ----------   --------          
      Total interest-bearing liabilities
        and interest expense               $6,487,545     57,410     3.59 
                                           ==========   --------          
Net interest income and net interest margin             $106,060     5.14%
                                                        ========          

Other average balances:
  Demand deposits                          $1,427,853                     
  Common shareholders' equity               1,019,704                     
  Total shareholders' equity                1,020,276                     
  Total assets                              9,063,163                     

                                      20<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------         

            There have been no material changes in information
         regarding quantitative and qualitative disclosures about
         market risk from the information presented as of
         December 31, 1998 in the corporation's anual report on
         Form 10-K to March 31, 1999.
            




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8 - K
         ----------------------------------

     a)  Exhibit 27  - Financial Data Schedule (Page 22)
       
     b)  Incorporated by reference from the corporation's Form 8-K/A
              dated February 24, 1999.








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



                                               FIRST VIRGINIA BANKS, INC.


                                                 /s/ Richard F. Bowman  
May 13, 1999                               __________________________
                                                Richard F. Bowman,  
                                                Senior Vice President,
                                                Treasurer and
                                                Chief Financial Officer














                                        21
<PAGE>