FORM 10-Q  
  
                     SECURITIES AND EXCHANGE COMMISSION  
                          Washington, D.C.  20549  
  
  
        [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
                       SECURITIES EXCHANGE ACT OF 1934  
                For the quarterly period ended March 31, 1997  
  
                                      OR  
  
      [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
                       SECURITIES EXCHANGE ACT OF 1934  
               For the transition period from _______ to _______.  
  
                        Commission file number 010042  
  
  
                           One Valley Bancorp, Inc.  
            (Exact name of registrant as specified in its charter)  
  
  
         West Virginia                             55-0609408  
   (State or other jurisdiction                 (I.R.S. Employer   
 of incorporation or organization)              Identification No.)  
  
             One Valley Square, Charleston, West Virginia  25326  
                 (Address of principal executive offices)  
                               (Zip Code)  
  
  
                            (304) 348-7000  
            (Registrant's telephone number, including area code)  
  
  
                             Not applicable                   
    (Former name, address, and fiscal year, if changed since last report)  
  
 Indicate by check mark whether the registrant (1) has filed all reports  
required to be filed by Sections 13 or 15(d) of the Securities and 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  XXX    No         
  
The number of shares outstanding of each of the issuer's classes of common 
stock as of March 31, 1997 was: 
 
 
               Common Stock, $10.00 par value -- 22,007,355 shares   
 
 
 
One Valley Bancorp, Inc. 
 
Part I.  Financial Information 
 
Item 1.     Financial Statements. 
 
The unaudited interim consolidated financial statements of One 
Valley Bancorp, Inc. (One Valley) or (Registrant) are included on 
pages 3 - 8 of this report. 
 
These consolidated financial statements have been prepared in 
accordance with generally accepted accounting principles for 
interim financial information and with instructions to Form 10-Q 
and Rule 10-01 of Regulation S-X.  Accordingly, they do not include 
all the information and footnotes required by generally accepted 
accounting principles for annual year-end financial statements.  In 
the opinion of management, all adjustments considered necessary for 
a fair presentation have been included and are of a normal 
recurring nature.  Operating results for the three month period 
ended March 31, 1997, are not necessarily indicative of the results 
that may be expected for the year ending December 31, 1997.  For 
further information, refer to the consolidated financial statements 
and footnotes thereto included in the Registrant's Annual Report on 
Form 10-K for the year ended December 31, 1996. 
 
 
Item 2.     Management's Discussion and Analysis of Financial 
Condition and Results of Operations. 
 
Management's discussion and analysis of financial condition and 
results of operations is included on pages 9 - 18 of this report. 
 
 
<PAGE>
<TABLE>
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited in thousands)
<CAPTION>
                                                                       March 31      December 31    March 31
                                                                         1997           1996          1996
<S>                                                                  <C>          <C>            <C>
ASSETS
Cash and Due From Banks                                                 $121,247       $146,152     $128,997
Interest Bearing Deposits With Other Banks                                12,369          9,897       20,981
Federal Funds Sold                                                        31,925          4,825            0
                                                                      ----------     ----------   ----------
   Cash and Cash Equivalents                                             165,541        160,874      149,978
Securities
   Available-for-Sale, at fair value                                   1,031,297        952,908      904,682
   Held-to-Maturity (Estimated Fair Value,
   March 31, 1997 - $225,125; December 31, 1996 - $219,841;
   March 31, 1996 -  $205,668)                                           224,948        217,322      203,594
Loans
   Total Loans                                                         2,806,417      2,810,212    2,546,298
   Less: Allowance For Loan Losses                                        42,005         41,745       39,836
                                                                      ----------     ----------   ----------
   Net Loans                                                           2,764,412      2,768,467    2,506,462
Premises & Equipment - Net                                                83,707         84,087       80,172
Other Assets                                                              85,408         83,645       65,054
                                                                      ----------     ----------   ----------
   Total Assets                                                       $4,355,313     $4,267,303   $3,909,942
                                                                      ==========     ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
   Non-interest Bearing                                                 $420,825       $406,630     $393,349
   Interest Bearing                                                    3,034,567      2,999,386    2,723,202
                                                                      ----------     ----------   ----------
   Total Deposits                                                      3,455,392      3,406,016    3,116,551
Short-term Borrowings
   Federal Funds Purchased                                                14,298         17,278       45,968
   Repurchase Agreements and Other Borrowings                            398,742        360,796      341,349
                                                                      ----------     ----------   ----------
   Total Short-term Borrowings                                           413,040        378,074      387,317
Long-term Borrowings                                                      28,886         28,892       12,904
Other Liabilities                                                         50,830         45,744       43,184
                                                                      ----------     ----------   ----------
   Total Liabilities                                                   3,948,148      3,858,726    3,559,956
Shareholders' Equity:
   Preferred Stock-$10 par value; 1,000,000 shares authorized
      but none issued                                                          0              0            0
   Common Stock-$10 par value; 40,000,000 shares authorized,
      Issued 24,987,852 shares at March 31, 1997;
      24,923,176 shares at December 31, 1996;
      18,058,639 shares at March 31, 1996                                249,879        249,232      180,587
   Capital Surplus                                                        74,168         73,834       35,081
   Retained Earnings                                                     161,192        152,006      176,823
   Unrealized (Loss) Gain on Securities Available-for-Sale,
      net of deferred income taxes                                        (3,525)           883        1,438
   Treasury Stock - 2,980,497 shares at March 31, 1997;
      2,792,360 shares at December 31, 1996;
      1,591,188 shares at March 31, 1996; at cost                        (74,549)       (67,378)     (43,943)
                                                                      ----------     ----------   ----------
      Total Shareholders' Equity                                         407,165        408,577      349,986
                                                                      ----------     ----------   ----------
      Total Liabilities and Shareholders' Equity                      $4,355,313     $4,267,303   $3,909,942
                                                                      ==========     ==========   ==========
</TABLE>
<PAGE>
<TABLE>
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(unaudited in thousands, except per share data)
<CAPTION>

                                                          For The Three Months
                                                              Ended March 31
                                                            1997          1996
<S>                                                        <C>          <C>
INTEREST INCOME
   Interest and Fees on Loans
      Taxable                                               $59,922      $55,308
      Tax-Exempt                                                741          644
                                                           --------     --------
            Total                                            60,663       55,952
   Interest on Investment Securities
      Taxable                                                16,946       14,034
      Tax-Exempt                                              2,983        2,773
                                                           --------     --------
            Total                                            19,929       16,807
   Other Interest Income                                        387          101
                                                           --------     --------
            Total Interest Income                            80,979       72,860
INTEREST EXPENSE
   Deposits                                                  31,062       27,399
   Short-term Borrowings                                      5,160        4,423
   Long-term Borrowings                                         439          200
                                                           --------     --------
      Total Interest Expense                                 36,661       32,022
                                                           --------     --------
Net Interest Income                                          44,318       40,838
Provision For Loan Losses                                     1,458        1,149
                                                           --------     --------
Net Interest Income
   After Provision For Loan Losses                           42,860       39,689
OTHER INCOME
   Trust Department Income                                    2,495        2,192
   Service Charges on Deposit Accounts                        3,582        3,414
   Real Estate Loan Processing & Servicing Fees               1,320        1,351
   Other Service Charges and Fees                             1,722        1,356
   Other Operating Income                                     1,895        1,465
   Securities Transactions                                      (84)        (294)
                                                           --------     --------
      Total Other Income                                     10,930        9,484
OTHER EXPENSES
   Salaries and Employee Benefits                            16,825       16,316
   Occupancy Expense - Net                                    1,672        1,737
   Equipment Expenses                                         2,066        2,152
   Federal Deposit Insurance                                    215          247
   Outside Data Processing                                    1,725        1,419
   Other Operating Expenses                                   9,395        8,346
                                                           --------     --------
      Total Other Expenses                                   31,898       30,217
                                                           --------     --------
Income Before Taxes                                          21,892       18,956
Applicable Income Taxes                                       7,421        6,308
                                                           --------     --------
NET INCOME                                                  $14,471      $12,648
                                                           ========     ========

NET INCOME PER COMMON SHARE                                   $0.66        $0.60
                                                           ========     ========

Based on Average Shares Outstanding of                       22,050       20,992

</TABLE>
<PAGE>
<TABLE>
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(unaudited in thousands)
<CAPTION>
                                                                                                             Unrealized
                                                                                                             Gain (Loss)
                                                                                                           on Securities
                                                           Common      Capital      Retained      Treasury    Available
                                                           Stock       Surplus      Earnings        Stock     for Sale
<S>                                                     <C>           <C>           <C>           <C>           <C>
Balance December 31, 1996                                $249,232      $73,834       $152,006     ($67,378)        $883
Three Months Ended March 31, 1997
   Net Income                                                   0            0         14,471            0            0
   Cash Dividends ($.24 per share)                              0            0         (5,285)           0            0
   Change in Fair Value of Securities
      Available for Sale, net of deferred taxes                 0            0              0            0       (4,408)
   Treasury Shares Purchased                                    0            0              0       (7,171)           0
   Stock Options Exercised                                    647          334              0            0            0
                                                         --------     --------       --------     --------     --------
Balance March 31, 1997                                   $249,879      $74,168       $161,192     ($74,549)     ($3,525)
                                                         ========     ========       ========     ========     ========


Balance December 31, 1995                                $180,166      $34,603       $168,625     ($23,344)      $6,252
Stock Issued for Acquisition                                    0            0              0            0            0
Three Months Ended March 31, 1996
   Net Income                                                   0            0         12,648            0            0
   Cash Dividends ($.22 per share)                              0            0         (4,450)           0            0
   Change in Fair Value of Securities                           0            0              0            0            0
      Available for Sale, net of deferred taxes                 0            0              0            0       (4,814)
   Treasury Shares Purchased                                    0            0              0      (20,599)           0
   Stock Options Exercised                                    421          478              0            0            0
                                                         --------     --------       --------     --------     --------
Balance March 31, 1996                                   $180,587      $35,081       $176,823     ($43,943)      $1,438
                                                         ========     ========       ========     ========     ========
</TABLE>
<PAGE>
<TABLE>
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited in thousands)
<CAPTION>
                                                                          For The Three Months
                                                                             Ended March 31
                                                                          1997            1996
<S>                                                                    <C>           <C>
OPERATING ACTIVITIES
   Net Income                                                            $14,471        $12,648
   Adjustments To Reconcile Net Income To Net Cash
      Provided by Operating Activities:
         Provision For Loan Losses                                         1,458          1,149
         Depreciation                                                      1,937          2,012
         Amortization and Accretion                                        1,137            968
         Net Gain From Sales of Assets                                       107            294
         Increase (Decrease) Due to Changes In:
            Accrued Interest Receivable                                   (1,249)        (2,228)
            Accrued Interest Payable                                         255          2,595
            Other Assets and Other Liabilities                             5,331          3,550
                                                                        --------       --------
            Net Cash Provided by Operating Activities                     23,447         20,988

INVESTING ACTIVITIES
   Proceeds From Sales of Securities Available for Sale                    6,935         28,232
   Proceeds From Maturities of Securities Available for Sale              60,497         66,934
   Proceeds From Maturities of Securities Held to Maturity                 2,553          2,706
   Purchases of Securities Available for Sale                           (153,856)      (137,188)
   Purchases of Securities Held to Maturity                              (10,196)        (1,172)
   Net Increase In Loans                                                   4,006        (35,797)
   Purchases of Premises and Equipment                                    (1,580)        (1,496)
                                                                        --------       --------
            Net Cash Used in Investing Activities                        (91,641)       (77,781)

FINANCING ACTIVITIES
   Net Increase in Interest Bearing and Non-interest Bearing Deposits     49,376         68,215
   Net Decrease in Federal Funds Purchased                                (2,980)        (8,037)
   Net Increase in Other Short-term Borrowings                            37,946          5,574
   Repayment of Long-term Debt                                                (6)          (507)
   Proceeds From Issuance of Common Stock                                    981            899
   Purchase of Treasury Stock                                             (7,171)       (20,599)
   Dividends Paid                                                         (5,285)        (4,450)
                                                                        --------       --------
            Net Cash Provided by Financing Activities                     72,861         41,095
                                                                        --------       --------
Increase (Decrease) in Cash and Cash Equivalents                           4,667        (15,698)

Cash And Cash Equivalents at Beginning of Year                           160,874        165,676
                                                                        --------       --------
Cash And Cash Equivalents, March 31                                     $165,541       $149,978
                                                                        ========       ========
</TABLE>
<PAGE>
 
 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote A - Basis of 
PresentationThe accounting and reporting policies of One Valley 
conform to generally accepted accounting principles and practices 
in the banking industry.  The preparation of the financial 
statements in conformity with generally accepted accounting 
principles requires management to make estimates and assumptions 
that affect the amounts reported in the financial statements and 
accompanying notes.  Actual results could differ from those 
estimates.  All significant intercompany accounts and transactions 
have been eliminated in consolidation.  The interim financial 
information included in this report is unaudited.  In the opinion 
of management, all adjustments necessary for a fair presentation of 
the results of the interim periods have been made.  These notes are 
presented in conjunction with the Notes to Consolidated Financial 
Statements included in the Annual Report of One Valley. 
 
Note B - Accounting Change 
 
In February 1997, the FASB issued Statement No. 128, "Earnings Per 
Share" (FAS 128) which supercedes APB Opinion No. 15, "Earnings Per 
Share" (APB 15).  Statement No. 128 is effective for financial 
statements for both interim and annual periods ending after 
December 15, 1997.  One Valley will continue to apply APB 15 until 
the adoption of FAS 128.  The new standard specifies the 
computation, presentation, and disclosure of basic and diluted 
earnings per share.  Basic and fully diluted earnings per share are 
not anticipated to be materially different from earnings per share 
under APB 15. 
 
In June 1996, the FASB issued Statement No. 125, "Accounting for 
Transfers and Servicing of Financial Assets and Extinguishments of 
Liabilities" which is applicable to One Valley effective January 1, 
1997.  However, on October 30, 1996, the FASB agreed to defer the 
effective date for one year for the following transactions:  
securities lending, repurchase agreements, dollar rolls and other 
similiar secured transactions.  The delay in implementation was 
necessary to allow companies to overcome technological problems in 
their systems which would create control and accountability issues.  
Statement No. 125 establishes standards for determining whether 
certain transfers of financial assets should be considered sales of 
all or part of the assets or as secured borrowings.  Statement No. 
125 also establishes standards surrounding settlements of 
liabilities through the transfer of assets to a creditor or 
obtaining an unconditional release and whether these settlements 
should prove the debt extinguished.  The adoption of this standard 
did not have a material effect on the Company's financial 
statements.  Additionally, the delayed provisions of this standard 
are not expected to have a material effect on One Valley's 
financial statements. 
 
 
Note C - Stock Splits and Stock Dividends 
 
On September 18, 1996, One Valley's Board of Directors authorized a 
five-for-four stock split of common shares effected in the form of 
a 25% stock dividend to shareholders of record on September 30, 
1996.  Average shares outstanding and per share amounts for prior 
periods included in the consolidated financial statements have been 
adjusted for the stock split. 
 
 
One Valley Bancorp, Inc. 
 
Management's Discussion and Analysis of Financial Condition and 
Results of Operations 
 
March 31, 1997 
 
 
INTRODUCTION AND SUMMARY 
 
     Net income for the first quarter of 1997 totaled $14.5 
million, a 14.4% increase from the $12.6 million earned in the same 
quarter of 1996.  On a per share basis, net income increased by 
10.0% to $0.66 from the $0.60 earned in the first quarter of 1996.  
The improvement in earnings during the quarter is primarily due to 
higher net interest income and non-interest income.  Prior period 
earnings per share have been adjusted for a 5 for 4 stock split 
declared in September 1996. 
 
     Return on average assets (ROA) measures how effectively One 
Valley utilizes its assets to produce net income.  ROA was 1.34% in 
the first quarter of 1997, an increase from the 1.32% earned during 
the same period of 1996.  Return on average equity (ROE) also 
increased to 14.13% from the 13.93% reported for the first quarter 
of 1996. 
 
     The following discussion is an analysis of the financial 
condition and results of operations of One Valley for the first 
three months of 1997.  This discussion should be read in 
conjunction with the 1996 Annual Report to Shareholders and the 
other financial information included in this report. 
 
Acquisitions and Name Change 
 
     At the close of business on April 30, 1996, One Valley Bancorp 
acquired CSB Financial Corporation (CSB), a $336.0 million Federal 
Savings Bank holding company headquartered in Lynchburg, Virginia.  
Pursuant to the merger agreement, One Valley exchanged 0.6774 
shares of One Valley common stock for each share of CSB common 
stock.  The transaction was valued at approximately $55.7 million.  
The combination was accounted for under the purchase method of 
accounting, and as a result, CSB is only included in consolidated 
operations subsequent to the acquisition date.  Comparisons to 
March 31, 1996, should consider the effect of this transaction on 
the financial results of the consolidated company.  Coinciding with 
the close of that transaction, the company name was changed from 
One Valley Bancorp of West Virginia, Inc. to One Valley Bancorp, 
Inc. 
 
 
RESULTS OF OPERATIONS 
 
Net Interest Income 
 
     Net interest income for the three months ended March 31, 1997, 
was $46.3 million on a fully tax-equivalent basis, an 8.5% increase 
over the $42.7 million earned during the same period in 1996.  This 
increase is largely due to a $277.5 million, or 11.0% increase in 
average total loans and a $151.2 million, or 13.9% increase in 
average securities during the first three month comparison.  In 
total, average earning assets increased by $447.5 million or 12.5% 
in the first three months of 1997 over the same period in 1996, 
while average interest bearing liabilities increased by $393.7 
million or 12.8% in the same period.  Both total interest income 
and total interest expense increased from the prior year due to the 
increases in volume and changes in the mix of assets and 
liabilities.  Approximately two-thirds of the growth in average 
earning assets was attributable to the April 30, 1996, acquisition 
of CSB Financial Corporation while the remainder was due to 
internal growth. 
  
     As shown in the consolidated average balance sheets (page 18), 
the yield on earning assets declined to 8.30% for the first three 
months of 1997 from 8.36% earned during the first three months of 
1996.  During the same period, the cost of interest bearing 
liabilities increased 11 basis points to 4.30% from last year's 
4.19% level.  This increase in cost of funds has resulted from a 
combination of changes in the mix of interest-bearing liabilities 
including a higher level of short-term borrowed funds, as well as a 
higher cost to attract customer deposits in an increasingly 
competitive market.  Additional discussion of the changes in 
balance sheet mix is included later in this report.  Primarily due 
to the increase in the cost of interest bearing liabilities, the 
net interest margin decreased to 4.61% during the first three 
months of 1997, from the 4.77% during the first three months of 
1996.  Internal interest rate risk simulations indicate that over 
the next twelve months a sharp rise in interest rates would have a 
slightly positive influence on net interest income; whereas, a 
sharp decline in rates would have a slightly negative influence on 
net interest income.  Normal fluctuations in market interest rates 
should not have a significant impact on One Valley's net interest 
margin. 
 
Credit Experience 
 
     The provision for loan losses was $1.5 million for the three 
months ended March 31, 1997, a $0.3 million increase from the 
provision made in the same period of 1996.  As a percentage of 
average total loans, the provision for loan losses through the 
first three months of 1997 was 0.21% on an annualized basis, 
compared with 0.18% for the first three months of 1996.  The 
provision for loan losses was based upon One Valley's continual 
evaluation process of the adequacy of the allowance for loan 
losses.  Net charge-offs as a percentage of average total loans in 
the first three months of 1997 increased to 0.17% on an annualized 
basis, up from an annualized 0.13% during the first quarter of 
1996, but down slightly from the 0.19% charge-off ratio for the 
full year of 1996.  The increase in the first quarter is primarily 
due to an increase in consumer installment charge-offs. 
 
     Total non-performing assets at March 31, 1997, were 0.36% of 
period-end loans, relatively unchanged from the 0.37% at December 
31, 1996, and the 0.35% at March 31, 1996.  Of the $1.2 million 
increase in non-accrual loans from one year ago, $1.0 million is 
attributable to the CSB Financial acquisition.  Although the dollar 
amount of non-perfoming assets at March 31, 1997, has increased 
from the level one year ago, the allowance for loan losses is 
sufficient to absorb over four times the amount of those non-
performing assets.  At March 31, 1997, loans past due over 90 days 
were 0.16% of outstanding loans, relatively unchanged from the 
0.15% level at year-end 1996, but down slightly from the 0.18% at 
March 31, 1996.  An analysis of the allowance for loan losses and 
non-performing assets is included on page 17.  
 
     With the continued good credit quality of the loan portfolio, 
the allowance for loan losses has remained relatively stable.  In 
management's opinion, the allowance for loan losses is adequate to 
absorb the current estimated risk of loss in the existing loan 
portfolio.  At March 31, 1997, the allowance was 1.50% of 
outstanding loans, compared with the 1.49% at year-end and the 
1.56% one year ago.  
 
Non-Interest Income and Expense 
 
     The net overhead ratio (non-interest expense less non-interest 
income excluding security transactions divided by average earning 
assets) is a measure of the Company's ability to control costs and 
equalizes the comparison of various sized operations.  As this 
ratio decreases, more of the net interest margin flows to net 
income.  One Valley's net overhead ratio for the first three months 
of 1997 was 2.07%, down from 2.28% during all of 1996 and the first 
three months of 1996.  This improvement is a result of growth in 
average earning assets with only a modest increase in net overhead 
from the same period in 1996.  Average earning assets increased 
12.5% in the first three months of 1997 when compared with the same 
period in 1996.  Net overhead increased by only 2.2% or $0.45 
million during the same period primarily resulting from the 
inclusion of CSB Financial in 1997 operations.  Excluding the 
effect of the Lynchburg operations, average earning assets 
increased 3.5% while net overhead decreased by 5.7% or $1.2 
million. 
 
     Total non-interest income was $11.0 million through the first 
three months of 1997, up 12.6% from the $9.8 million non-interest 
income earned during the same period in 1996.  Trust income 
increased by 13.8% from the same period last year due to new 
business and increases in the market value of trust assets managed.  
Service charges on deposit accounts increased by 4.9% in the first 
three month comparison mainly due to a higher level of customer 
activity.  Real estate loan processing and service fees decreased 
by 2.3% when compared to the first three months of 1996 due to a 
slightly lower level of loans serviced for the secondary market.  
Other service charges and fees increased by 27.0% over the first 
three months of 1996, primarily due to increases in fee income from 
non-One Valley customer use of the Company's network of automated 
teller machines.  Other operating income increased by 29.4% due 
primarily to other non-recurring income reported by the building 
management subsidiary of the Company and the introduction of a new 
debit card product. 
 
     Total non-interest expense was $31.9 million during the three 
months ended March 31, 1997, a 5.6% increase from the $30.2 million 
during the same period in 1996, largely due to the acquired 
operations of CSB Financial.  Staff costs increased by 3.1% from 
the level one year ago.  Staffing levels, excluding the employees 
added through the CSB acquisition, have declined by 4.6% from March 
31, 1996, as operations are continually being streamlined and 
levels are reduced through normal attrition.  The savings have been 
offset by normal salary and benefit increases and an increase in 
staff from the Lynchburg acquisition.  Occupancy expense decreased 
by 3.7% from the same period last year primarily due to lower 
utility costs and less winter maintenance for the facilities due to 
a mild winter.  Equipment expenses decreased 4.0% from last year's 
level primarily due to lower maintenance and depreciation costs.  
Federal deposit insurance expense for the first quarter of 1997 was 
13.0% less than the same period last year due to the reduced 
assessment rate required after the one-time SAIF adjustment in 
September 1996 that replenished that fund.  It is anticipated that 
this new rate will continue to be assessed throughout the remainder 
of 1997.  Outside data processing expense increased by 21.6% above 
the first quarter of 1996.  Approximately thirty percent of this 
increase is due to the new Lynchburg operations.  The remainder of 
the increase is due to enhanced computer service required to 
support various customer products and services, such as the VISA 
Checkcard, trust accounts, broker-dealer transactions, and mortgage 
lending.  Other operating expenses increased 12.6% in the first 
three months of 1997.  Nearly two-thirds of this increase was 
directly related to the Lynchburg operations.  The remainder is due 
to increases in postage costs from customer mailings in the first 
quarter, New York Stock Exchange registration dues, advertising 
expense related to a new image campaign launched in the fall of 
1996, and increases in local taxes not on income. 
 
     Income tax expense increased by $1.1 million, or 17.6%, for 
the first three months of 1997 compared with the same period in 
1996.  The increase in taxes is primarily a result of the 15.5% 
growth in pretax earnings.  One Valley's effective income tax rate 
for the first three months of 1997 was 33.9% compared to 33.3% 
during the first three months of 1996. 
 
FINANCIAL CONDITION 
 
Asset Structure 
 
     Total loans at March 31, 1997, exceeded March 31, 1996, levels 
by 10.2% or $260.1 million.  Approximately $164.4 million in loans 
was acquired through the CSB Financial acquisition.  The 
consolidated loan-to-deposit ratio has decreased slightly to 80.0% 
at March 31, 1997, compared to 80.4% at March 31, 1996.  Since 
year-end 1996, total loans have decreased by 0.14% or $3.8 million.  
This decrease in total loans is primarily due to paydowns on 
indirect auto loans and credit cards in the first quarter.  These 
decreases were partially offset by increases in other consumer loan 
categories such as home equity and student loans.  Commercial, 
mortgage, and other loan categories remained relatively stable 
during the same period. 
 
     Investment portfolio assets increased $86.0 million or 7.4% 
from the level at year-end and by $148.0 million or 13.4% from the 
level one year ago.  The increase from one year ago is due to the 
Lynchburg investment portfolio.  Excluding the assets attributable 
to Lynchburg, total securities have decreased $6.8 million or 0.6% 
from the level one year ago, due to One Valley's asset/liability 
strategy which strives to minimize interest rate risk while 
enhancing the financial position of the Company. 
 
     Securities designated as available-for-sale at March 31, 1997, 
had a historical cost of $1.037 billion, with an unrealized loss of 
approximately $5.9 million.  This unrealized loss decreased 
shareholders' equity by $3.5 million, net of $2.4 million in 
deferred income taxes.  At year-end December 31, 1996, and March 
31, 1996, securities available-for-sale had a historical cost of 
$951.4 million and $902.3 million, with an unrealized gain of 
approximately $1.5 million and $2.4 million, respectively.  The 
unrealized gains increased shareholders' equity by $0.9 million and 
$1.4 million, net of $0.6 and $1.0 million in deferred income 
taxes, respectively. 
 
     At the time of purchase, management determines the appropriate 
classification of securities.  Securities to be held for indefinite 
periods of time and not intended to be held to maturity or on a 
long-term basis are classified as available-for-sale and carried at 
fair value.  The corresponding difference between the historical 
cost and the current fair value of these securities, the unrealized 
gain or loss, is an adjustment to shareholders' equity, net of 
deferred income taxes.  Securities available-for-sale include 
securities that management intends to use as part of its 
asset/liability management strategy and that may be sold in 
response to changes in interest rates, resultant prepayment risk, 
and other related risk factors.  If management has the positive 
intent and One Valley has the ability at the time of purchase to 
hold securities until maturity, they are classified as held-for-
investment and carried at amortized historical cost adjusted for 
amortization of premiums and accretion of discounts, which are 
recognized as adjustments to interest income. 
 
     In order to improve its fully tax equivalent net interest 
income and to hedge against higher income tax rates, One Valley 
increased its holdings of tax-exempt securities that were offering 
attractive yields over the last several years.  As shown on the 
consolidated average balance sheets (page 18), average tax-exempt 
securities in the first three months of 1997 increased by 9.7% or 
$19.7 million over the average during the first three months of 
1996.  One Valley will continue to monitor its investment 
opportunties and may purchase additional tax-exempt securities of 
similar yield and quality. 
 
 
     Federal funds sold at March 31, 1997, were $31.9 million, up 
$27.1 million from year-end and up the entire $31.9 million from 
one year ago.  Fluctuations in federal funds sold are normal and 
largely due to planned changes in the Company's asset/liability 
structure in order to maximize the return on investment in response 
to changes in the interest rate environment. 
 
Liability Structure 
 
     Total deposits at March 31, 1997, increased 1.4% from the 
level at year-end and $338.8 million or 10.9% since March 31, 1996.  
Approximately $263.2 million of the increase in total deposits from 
March 31, 1996, was attributable to the Lynchburg operations.  Over 
the past few years growth in banking deposits has been modest.  Due 
to the low interest rate environment compared to the early 1990's, 
deposit customers are shortening the maturities of their deposit 
reinvestments and seeking higher yielding non-traditional 
investment alternatives.  The majority of the growth in One 
Valley's core deposits, exclusive of the CSB acquisition, has been 
in time deposits, which have increased by 5.9% since March 31, 
1996.  Other deposits, including interest-bearing transaction 
accounts and savings accounts, have decreased by 1.1% during this 
time period.  Some of these deposits were reinvested in 
certificates of deposit or other investment products.  The average 
rate paid on interest bearing deposits increased to 4.20% in the 
first three months of 1997, up from the 4.15% average rate paid for 
all of 1996, and the 4.10% average rate paid in the first three 
months of 1996 largely due to increased rates on fixed rate CDs and 
IRAs.  In an effort to meet customer expectations for an integrated 
financial services delivery system, One Valley operates a fully 
licensed NASD Broker/Dealer subsidiary and continues to expand 
other product lines. 
 
     Total short-term borrowings increased by $35.0 million or 9.2% 
from the year-end level, and increased $25.7 million or 6.6% from 
the level at March 31, 1996.  Short-term borrowings, which consist 
of Federal funds purchased from correspondent banks, repurchase 
agreements with large corporate and public entities, advances on 
credit lines available to the Company, and commercial paper, can 
fluctuate significantly depending upon loan demand, deposit growth, 
and One Valley's asset/liablility strategy.  The increase from 
year-end 1996 is primarily the result of a $35.0 million increase 
in national market repurchase agreements.  The increased level of 
short-term borrowings has been used to fund the higher level of 
investment portfolio assets as planned under One Valley's 
asset/liability management program. 
 
     Long-term borrowings increased $16.0 million or 123.9% since 
March 31, 1996.  The increase since March one year ago was entirely 
the result of the CSB Financial acquisition and additional 
borrowings at that affiliate during the year, as One Valley 
integrated the acquisition into its existing asset/liability 
management strategy.  Partially offsetting the debt acquired were 
$5.0 million in payments primarily on long-term advances from the 
Federal Home Loan Bank (FHLB).  As a result, One Valley now has 
$28.9 million of long-term borrowings, primarily FHLB borrowings, 
with repayment schedules from one to seven years.  Approximately 
$7.0 million of these borrowings will mature in the fourth quarter 
of 1997 and $12.0 million will mature in 1998. 
 
Capital Structure and Liquidity 
 
     On September 18, 1996, One Valley approved a 5 for 4 stock 
split effected in the form of a 25% stock dividend.  On October 9, 
1996, One Valley shareholders received one additional share of One 
Valley common stock for each four shares of stock they held as of 
the record date, September 30, 1996.  Customary with a stock split, 
the market value and all per share information for prior periods 
presented have been adjusted to reflect the additional shares 
outstanding. 
 
     One Valley's equity-to-asset ratio was 9.35% at March 31, 
1997, down from the 9.57% at December 31, 1996, but up from the 
8.95% one year ago.  The decrease since year-end is primarily 
attributable to the repurchase of common shares of One Valley 
Bancorp stock in the open market which was initiated in conjunction 
with the CSB Financial acquisition, and a $4.4 million net of tax 
change in unrealized gains and losses on securities available for 
sale. 
 
     The Board of Directors has authorized management to repurchase 
shares of One Valley Bancorp common stock in the open market.  In 
January 1996, simultaneous with the announced merger agreement 
between One Valley and CSB Financial, the Board of Directors 
authorized management to repurchase the 2.2 million shares of One 
Valley common stock (adjusted for the 5 for 4 stock split) that 
would be issued as a result of the acquisition.  As of March 31, 
1997, One Valley held 3.0 million shares of treasury stock and has 
remaining Board authorization for the repurchase of 721,000 
additional shares.  Any purchases under this or previous 
authorizations will depend upon future market conditions. 
 
     One Valley's cash dividend, totaling $0.24 per share for the 
first quarter of 1997, was up 9.1% over the $0.22 per share 
dividend during the same period in 1996.  One Valley's dividend 
policy coupled with the continued growth in net income, 
demonstrates management's commitment to a strong equity-to-asset 
ratio benefiting both the investor and the customer in the local 
community.  One Valley's risk based capital ratio at March 31, 1997 
was 15.86%, well above the 8.0% required, while its Tier I capital 
ratio was 14.61%.  One Valley's strong capital position is 
demonstrated further by its leverage ratio of 8.97% compared to 
regulatory guidance of 4.0% to 5.0%.  The capital ratios of the 
banking subsidiaries also remain strong and allow them to 
effectively serve the communities in which they are located. 
 
     The capital positions of the banks, coupled with proper 
asset/liability matching and the stable nature of the primarily 
consumer base of core deposits, results in the maintenance of a 
strong liquidity position.  The liquidity of the parent company is 
dependent upon dividends from its banking subsidiaries which, 
although restricted by banking regulations, are adequate to meet 
its cash needs.  
 
Effects of Changing Prices 
 
     The results of operations and financial condition presented in 
this report are based on historical cost, unadjusted for the 
effects of inflation.  Inflation affects One Valley in two ways.  
One is that inflation can result in increased operating costs which 
must be absorbed or recovered through increased prices for 
services.  The second effect is on the purchasing power of the 
corporation.  Virtually all of a bank's assets and liabilities are 
monetary in nature.  Regardless of changes in prices, most assets 
and liabilities of the banking subsidiaries will be converted into 
a fixed number of dollars.  Non-earning assets, such as premises 
and equipment, do not comprise a major portion of One Valley's 
assets; therefore, most assets are subject to repricing on a more 
frequent basis than in other industries.  One Valley's ability to 
offset the effects of inflation and potential reductions in future 
purchasing power depends primarily on its ability to maintain 
capital levels by adjusting prices for its services and to improve 
net interest income by maintaining an effective asset/liability 
mix. 
 


<PAGE>
<TABLE>
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Analysis of Loan Losses and Non-Performing Assets
(unaudited in thousands)
<CAPTION>
                                       For The Three Months
                                           Ended March 31
                                        1997        1996
<S>                                <C>         <C>
ALLOWANCE FOR LOAN LOSSES
   Balance, Beginning of Period        $41,745     $39,534
   Loan Losses                           1,695       1,258
   Loan Recoveries                         497         411
                                       -------     -------
      Net Charge-offs                    1,198         847
   Provision For Loan Losses             1,458       1,149
                                       -------     -------
   Balance, End of Period              $42,005     $39,836
                                       =======     =======

Total Loans, End of Period          $2,806,417  $2,546,298
Allowance For Loan Losses 
   As a % of Total Loans                  1.50        1.56
                                    ==========  ==========

NON-PERFORMING ASSETS AT QUARTER END
   Non-Accrual Loans                    $8,616      $7,459
   Foreclosed Properties                 1,511       1,384
                                       -------     -------
   Total Non-Performing Assets         $10,127      $8,843
                                       =======     =======

Non-Performing Assets 
   As a % of Total Loans                  0.36        0.35

Loans Past Due Over 90 Days             $4,489      $4,653
Loans Past Due Over 90 Days 
   As a % of Total Loans                  0.16        0.18

</TABLE>
<PAGE>
<TABLE>
ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Consolidated Average Balance Sheets
(unaudited in thousands)
<CAPTION>
                                           Three Months Ended March 31
                                           1997                    1996
                                      Amount  Yield/Rate      Amount  Yield/Rate
                                                 (pct.)                 (pct.)
<S>                                <C>          <C>        <C>         <C>
ASSETS
Loans
   Taxable                          $2,752,033    8.79      $2,481,722   8.94
   Tax-Exempt                           46,787    9.88          39,563  10.04
                                    ----------              ----------
      Total                          2,798,820    8.81       2,521,285   8.96
   Less: Allowance for Losses           42,029                  39,720
                                    ----------              ----------
      Net Loans                      2,756,791    8.94       2,481,565   9.10
Securities
   Taxable                           1,013,489    6.69         881,966   6.36
   Tax-Exempt                          223,632    8.21         203,946   8.37
                                    ----------              ----------
      Total                          1,237,121    6.96       1,085,912   6.74
Federal Funds Sold & Other              33,716    4.66          12,652   3.20
                                    ----------              ----------
   Total Earning Assets              4,027,628    8.30       3,580,129   8.36
Other Assets                           278,198                 255,798
                                    ----------              ----------
   Total Assets                     $4,305,826              $3,835,927
                                    ==========              ==========


LIABILITIES AND EQUITY
Interest Bearing Liabilities
   Deposits                         $2,996,330    4.20      $2,681,455   4.10
   Short-term Borrowings               433,642    4.83         370,538   4.79
   Long-term Borrowings                 28,889    6.16          13,197   6.08
                                    ----------              ----------
      Total Interest
         Bearing Liabilities         3,458,861    4.30       3,065,190   4.19
Non-interest Bearing Deposits          392,625                 368,609
Other Liabilities                       44,754                  39,059
                                    ----------              ----------
   Total Liabilities                 3,896,240               3,472,858
Shareholders' Equity                   409,586                 363,069
                                    ----------              ----------
   Total Liabilities & Equity       $4,305,826              $3,835,927
                                    ==========              ==========

Interest Income To Earning Assets                 8.30                   8.36
Interest Expense To Earning Assets                3.69                   3.59
                                                ------                 ------
Net Interest Margin                               4.61                   4.77
                                                ======                 ======

<FN>  Note:  Yields are computed on a fully taxable equivalent basis using the rate of 35%.

</TABLE>
<PAGE>
One Valley Bancorp, Inc. 

                   Part II.  Other Information

Item 6.     Exhibits and Reports on Form 10-Q

    a.)     Exhibits
       11.  Statement of Computation of Earnings per Share - page 20 attached. 
       27.  Financial Data Schedule - electronic filing only.
    b.)     Reports on Form 8-K
            Listing Application with the New York Stock Exchange
              (NYSE) April 22, 1997


SIGNATURES 

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 the 
undersigned thereunto duly authorized. 
 
 
                                   One Valley Bancorp, Inc. 
 
DATE   May 14, 1997   
 
                                   BY  /s/J. Holmes Morrison                  
                                          J. Holmes Morrison 
                                          President and  
                                            Chief Executive Officer 
 
 
                                   BY  /s/James A. Winter                   
                                          James A. Winter 
                                          Chief Accounting Officer and 
                                            Assistant Treasurer