SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.   20549
                               FORM 10-K
          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file no. Q-15729

                     PREMIER BANKSHARES CORPORATION
       (Exact name of registrant as specified in its charter)
                                  
          VIRGINIA                              54-1377250
        (State or other jurisdiction of      (I.R.S. Employer
         incorporation or organization)    Identification No.)

      29 College Drive
         P. O. Box 1199
       Bluefield, Virginia                             24605-1199
   (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (540) 322-2242

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

                      Common Stock - $2 Par Value
                           (Title of Class)
                                   
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

Yes  X .  No. ___.

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]

The aggregate market value of the voting stock held by nonaffiliates of
the registrant based on the average bid and asked price as of March 15, 1997:

Common Stock, $2 par value - $ 171,386,648

The number of shares outstanding of the issuer's classes of common
stock, as of March 15, 1997:

Common Stock, $2 par value -   6,650,083 Shares

DOCUMENTS INCORPORATED BY REFERENCE:
Agreement and Plan of Reorganization and the Stock Option Agreement are 
incorporated herein by reference to Exhibit I of First Virginia Bank's 
Schedule 13D (filed on November 8, 1996)

                 PREMIER BANKSHARES CORPORATION

                  1996 FORM 10-K ANNUAL REPORT
                        TABLE OF CONTENTS


                                PART I
PAGE

Item 1. Business                                               3
Item 2. Properties                                             7
Item 3. Legal Proceedings                                      8
Item 4. Submission of Matters to a Vote of Security
         Holders Executive Officers of the Registrant          8


                             PART II
Item 5. Market for the Registrant's Common Stock
         and Related Security Holder Matters                    9
Item 6. Selected Financial Data                                10
Item 7. Management's Discussion and Analysis of
         Financial Condition and Results of Operation          10
Item 8. Financial Statements and Supplementary Data            34
Item 9. Disagreements on Accounting and Financial Disclosure   73


                            PART III
Item 10. Directors and Executive Officers of the Registrant    73
Item 11. Executive Compensation                                73
Item 12. Security Ownership of Certain Beneficial Owners and
          Management                                           77
Item 13. Certain Relationships and Related Transactions        78


                             PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports
          on Form 8-K                                          78

Signatures                                                     79

PART I

ITEM 1.  BUSINESS

 Premier Bankshares Corporation ("Premier") was incorporated in May 1986
to operate as a bank holding company and acquired its first two bank
subsidiaries, Bank of Speedwell, Inc. ("Speedwell"), and Tazewell
National Bank ("TNB") in November 1986.  Peoples Bank, Inc., ("Peoples")
was acquired in July 1987 and Richlands National Bank ("RNB") in August
1987. Shawsville Bancorp, Inc., was merged into Premier on September 29,
1990, which added another subsidiary, Bank of Shawsville, Inc.
("Shawsville"). Bank of Speedwell and Bank of Shawsville were merged as
of October 9, 1991, under the name Premier Bank, Inc. ("PBI").  Dickenson-
Buchanan Bank ("D-B") was acquired effective December 31, 1994, adding
three additional branches in Buchanan and Dickenson counties.

   Beginning in January 1995, D-B's name was changed to Premier Bank-
North, Inc. ,  Peoples' name was changed to Premier Bank-Central, Inc.,
RNB's was changed to Premier Bank-Richlands, N.A., and TNB's name was
changed to Premier Bank, N. A.    Six branches were acquired in May and
another in July, 1995 from NationsBank and absorbed into Premier Bank-
North, Inc., Premier Bank-Central, Inc. and Premier Bank, Inc.  In July
1995, Premier Bank-Richlands, N. A. was merged into Premier Bank, N.A. 
Also, during mid 1995, the three existing state chartered banks were 
converted to national bank charters.  Premier Bank-North, Inc. became 
Premier Bank-North, N.A., Premier Bank-Central, Inc. became Premier 
Bank-Central, N. A. and Premier Bank, Inc. became Premier Bank-South, N.A.  
In November 1995, Premier Bank North, N.A. was merged into Premier 
Bank-Central, N.A., reducing the number of banking subsidiaries to three:  
Premier Bank-South, N.A. (Wytheville), Premier Bank, N.A. (Tazewell), and 
Premier Bank-Central, N.A. (Honaker).

   April 9, 1996, Premier Bank-Central, N. A. leased space and opened a
loan production office in Bristol, Virginia.  September 30, 1996, Premier
Bank-South, N. A. also leased space and opened a branch office in
Christiansburg, Virginia.  On December 16, 1996, Premier Bank-Central
acquired the outstanding stock of Big Stone Gap Bank and Trust Company of
Big Stone Gap, Virginia which had only the one location in Big Stone Gap,
Virginia.  Big Stone Gap was immediately merged into Premier Bank-Central,
N.A. and the previously existing branch of Premier Bank-Central, N.A. was
moved to the purchased location.

   Premier's philosophy allows its subsidiary banks to exercise a degree
of independence under their respective boards of directors and officers,
subject to accountability for financial condition and operating results.
Premier believes that this preserves community contact and customer loyalty
without sacrificing the centralized direction and operating efficiencies
of a larger holding company.  The principal role of Premier is to assist 
subsidiary banks with burdensome regulatory and administrative tasks, to
coordinate activities, ensure common direction, and to supervise overall
strategic and financial plans.  Premier assists its bank subsidiaries in
management of their investment and loan portfolios and coordinates pension,
hospitalization, and other benefit plans for employees.  Premier also 
performs item-processing and back-room operations for the subsidiary banks, 
assists in developing and coordinating auditing and marketing programs and 
performs certain accounting and planning functions for all subsidiaries.

 Premier Bank Services Corporation, a wholly-owned Virginia corporation,
was chartered February 16, 1989 to process certain consumer loans for
affiliate banks.  Its Articles of Incorporation were amended in 1990 to
allow it to sell insurance products.  At December 31, 1996, this
corporation is inactive.

   Shawsville Bancorp, Inc., had prevously formed a wholly-owned nonbank
subsidiary, Professional Financial Services of Virginia, Inc., on  March 2,
1987, to render accounting and tax return preparation services.
Professional Financial Services of Virginia, Inc. is presently inactive.


   Premier's subsidiary banks offer a full range of banking services,
including commercial, installment and real estate loans, as well as
checking, savings, individual retirement accounts and certificates of
deposit.  The trust services previously offered at each bank through the
administrative support of the trust department of TNB was consolidated at
the end of 1994 through the formation of Premier Trust Company, a wholly
owned, non-bank subsidiary.  Credit card operations and secondary mortgage
services are housed at the parent company level but still technically
licensed and operating under Premier Bank-South, N.A.

   The commercial loan portfolio consists of general commercial loans,
agricultural loans and commercial real estate loans.  The general
commercial loans include working capital lines or single pay notes to
finance accounts receivable, inventory and other short-term cash
requirements of a commercial borrower, and amortizing loans which finance
fixed assets, acquisitions or permanent growth in the working capital
accounts.  The agricultural loans include seasonal or working capital
lines to finance crops or livestock (primarily beef or dairy cattle), and
term loans to finance land or equipment.  The commercial real estate loans
typically finance the construction or purchase of commercial real estate.

 The primary credit risk associated with all commercial lending is that
the borrower will not be able to repay the debt as contracted.  In an
effort to minimize this risk, the bank has established underwriting
standards which stress quality loan growth.  Two sources of repayment are
generally sought for all loans:  operating cash flow of the business or
project and guarantor or collateral support.  The majority of our
commercial loans are for less than $1.0 million.  Economic risks
(inflationary or recessionary pressures, unemployment trends,
competition) are also analyzed during the loan approval process.

   The bank's primary market is southwest Virginia.  The more rural
counties within this market are dependent on coal mining and farming for
jobs and report unemployment rates in the 10% range.  Significant
improvement is not expected during 1997; the production of coal in
Virginia was up only modestly in 1996; beef producers will experience
another rough year due to continued low cattle prices.  Salem-Roanoke is
a more diversified segment of the bank's market and reports an
unemployment rate in the 3% range.  The region's companies expect an
average 10% increase in sales during 1997 and overall growth in total
employees.  Roanoke's commercial real estate market is characterized by a
large amount of unleased downtown space but a tight supply of suitable
inventory in the outlying counties.  Home sales were down slightly in
1996 and are expected to track the direction of interest rates during 1997.

   Only very strong customers with excellent bank relationships and who
represent very little credit risk will be considered for unsecured
credit. The majority of the commercial loan portfolio is secured and the
maximum collateral margins recommended by bank policy are as follows:

        Collateral               % of Market Value
        Raw Land                       65%
        Land Development               75%
        Improved Property              85%
        Commercial Construction        80%
        Accounts Receivable           50-60%
        Inventory                      50%
        Equipment                      70%


   Consumer loans include mortgage, credit card, installment, and single
pay loans.  The retail real estate represents 1-4 family first and
second mortgage loans. The bankcard debt represents unsecured revolving
lines of credit.  The retail installment and single pay loans represent
all other consumer purpose loans (autos, household goods, etc.). The
bank emphasizes loan decisions that focus on a customer's total debt
obligations, ability and willingness to repay and current economic
trends.  The majority of the consumer loan portfolio is secured and the
maximum collateral margins recommended by bank policy are as follows:

        Collateral               % of Market Value
        Owner occupied 1-4
          family and home equity   80% to 89%
        Construction 1-4
          family residential          85%
        Mobile homes                  80%
        Automobiles                   80%
        Boats                         75%
        Motorcycles, ATVs             70%
        Recreational vehicles         75%
        Household goods               80%
        Home improvement              80%
        Listed stock, municipal
         bonds                        70%
        Savings                      100%

   The consumer portfolio includes indirect loans purchased from retail
dealers (primarily auto dealerships).  The dealer retains liability for
those loans sold with full or partial recourse; the bank assumes the full
credit risk for all nonrecourse loans.  The financial strength and
stability of the dealers are the primary basis for accepting recourse
contracts.  Nonrecourse contracts are evaluated and purchased on the
merits of the makers and must meet the underwriting standards outlined in
bank policy.

   The accrual of interest is generally discontinued on all loans that
become 90 days past due as to principal and interest unless the loan is
well collateralized and in the process of collection.  Charge-off,
repossession or foreclosure is generally initiated at 120 days on all
consumer loans.

   Mortgage-backed securities accounted for approximately 30.47%,  or
$58,244,000 of the investment portfolio at December 31, 1996.  The
principle risks associated with the mortgage-backed securities are credit
risk and prepayment risk.  The portfolio had only one private issue
mortgage-backed security and it maintains a AAA rating by Moodys.  The
remaining mortgage securities were federally sponsored Ginnie Mae,
Freddie Mac and Fannie Mae.  These mortgage-backed securities were pass-
through securities and collateral mortgage obligations (CMO).  The
composite weighted average life for these mortgage securities was 3.41
years.  There were eighteen CMO securities, or approximately $9,060,000
at year-end 1996 in the portfolio.  These were not considered high-risk
securities as they meet the FFIEC test.  The average life of these CMOs
was .55 years.

Competition

    Premier and its subsidiary banks face strong competition in their
respective market areas from other commercial banks and savings
institutions.  In addition, they face competition for deposits from money
market funds and similar investment vehicles.  Certain of its competitors
are branches of much larger statewide banks; others are subsidiaries of
much larger bank holding companies.

Supervision and Regulation

   Premier is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended ("the Act").  As a bank holding company,
Premier is required to file with the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board" or Board") periodic reports
and such additional information as the Board may require pursuant to the
Act. The Board also reviews and acts on all applications for establishing
nonbank subsidiaries.  The act requires approval by the Board prior to
any acquisition by Premier of substantially all the assets or ownership
or control of any bank, if after such acquisition, it would own or
control, directly or indirectly, more that five (5%) percent of the
voting shares of such bank.  It also prohibits the acquisition by Premier
of the stock or substantially all the assets of any bank located in a
state other than Virginia unless the statutory law of the state in which
such bank is located specifically authorizes such acquisition.  Virginia
and certain neighboring states, including West Virginia (effective
January 1, 1988) Kentucky and Tennessee, have reciprocal agreements
regarding limited interstate banking activities.

   The Act prohibits Premier, with certain exceptions, from acquiring
direct or indirect ownership or control of more than five percent of the
voting shares of any company which is not a bank or bank holding company,
and from engaging directly or indirectly in any activity other than that
of banking or of managing or controlling banks.  One of the principal
exceptions to this prohibition is for activities which the Federal
Reserve Board determines to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto.  In making such
determination, the Board is required to weigh the expected benefits to
the public (such as greater convenience, increased competition or gains
in efficiency) against the risks of possible adverse effects (such as
undue concentration of resources, decreased or unfair competition,
conflicts of interest or unsound banking practices).  The Board has
adopted regulations which specify certain permitted activities, subject
to Board approval in individual cases.  No such activities are now
contemplated by management of Premier which are not already being engaged
in by the Banks.

   The primary federal and state banking agencies responsible for
regulating the holding company and its subsidiaries are:  Premier
Bankshares Corporation and Premier Trust Company, the Federal Reserve
Bank of Richmond and the Virginia Bureau of Financial Institutions,
respectively;  Premier Bank-South, N.A.,  Premier Bank, N.A. and Premier
Bank-Central, N.A., the Office of the Comptroller of the Currency,
solely.

   Section 131 of the FDIC Improvement Act of 1991 (FDICIA) amends the
Federal Deposit Insurance Act by adding a new Section 38 that restricts
or prohibits certain activities and requires an insured institution to
submit a capital restoration plan when it becomes undercapitalized.  None
of the above institutions have been required to submit a capital
restoration plan, all are considered adequately or well capitalized.  The
FDIC's final rule, effective December 19, 1992 applies primarily to state-
chartered banks and insured U.S. branches of foreign banks that are
supervised by the FDIC, as well as to directors and senior executive
officers of those institutions. Portions of the FDIC rule also apply to
all insured depository institutions that are deemed to be "critically
undercapitalized."  The Federal Reserve Board, the Office of the
Comptroller of the Currency and the Office of Thrift Supervision have
adopted parallel rules for the institutions they supervise.


   The final rule also amends Part 308 of the FDIC's regulations by
establishing procedures for "downgrading" an institution to a lower
category.  For example, the restrictions for undercapitalized
institutions may be applied to an institution that meets minimum capital
requirements but otherwise is in a less-than-satisfactory condition, such
as one that has significant asset quality problems.  The final rule also
includes procedures for issuing and contesting "prompt corrective action"
directives.  Such directives include those from the FDIC requiring an
institution to dismiss directors and senior executive officers.

Government Monetary Policies and Economic Controls

  The earnings growth of the Registrant and its subsidiaries are affected
by the monetary policies of the Federal Reserve System.  An important
function of the Federal Reserve System is to regulate the national supply
of credit in order to deal with economic conditions.  The instruments
employed by the Federal Reserve are open market operations of U. S.
Government securities, changes in the discount rate on member bank
borrowings, and changes in reserve requirements on bank deposits.  These
policies influence in various ways the level of investments, loans and
deposits and rates earned on earning assets and interest rates paid on
liabilities.

Financial Information About Industry Segments

  The information required by this item is included in the Consolidated
Financial Statements included elsewhere in this filing.

Financial Information About Domestic Operations

   The information required by this item is included in the Management's
Discussion and Analysis of Financial Condition and Results of Operations
included elsewhere in this filing.

ITEM 2.  PROPERTIES

   Premier purchased its current headquarters building, located in
Bluefield, Virginia, in October, 1994.  Premier Trust Company shares the
building with Premier.

   Tazewell owns its main office at Hillsboro Drive and Market Street, and
the branch offices on West Main Street and in the Riverjack section,
Tazewell, Virginia, and  branch offices in the Towns of Bluefield and
Pocahontas, Virginia. Since its merger with RNB, it now owns and operates
additional branches in the Town of Richlands, Virginia, the
unincorporated village of Raven,  the Town of Cedar Bluff, Virginia and
in the Claypool Hill area of Cedar Bluff, Virginia.

   Wytheville owns the historic George Wythe Hotel building in the town
of Wytheville, remodeled for bank use in 1977.  It owns and operates
twelve other bank premises including a second branch in Wytheville, on
East Main Street, and in the towns of Dublin, Fort Chiswell, Fries,
Independence, Pulaski, Rural Retreat, Shawsville and Speedwell.  It also
has branches in the Cities of Galax, Salem and an office opened in 1996
in the city of Christiansburg.  It owns an unimproved lot in the City of
Roanoke which was origionally bought by Bank of Shawsville, Inc.  Bank of
Shawsville, Inc., bought the Roanoke lot for a branch location, but no
application for such use has been made.

   Honaker  owns its main office in the Town of Honaker and owns and
operates branch locations in the towns of Big Stone Gap, Castlewood,
Cleveland, Clintwood, Coeburn, Davenport, Dungannon, Gate City, Haysi,
Lebanon , Nickelsville and Pound and the unincorporated village of
Duffield.  During 1995, it also opened a loan production office in the
city of Bristol, Virginia.

   Premier has, in the past, leased part of its headquarters building to
the former owner.  This lease is expected to be terminated in February
1997.  Each of the three bank subsidiaries lease office space to others.
The rental income received, however, is not considered material to the
subsidiaries or Premier.

ITEM 3.  LEGAL PROCEEDINGS

   From time to time, Premier or its subsidiary banks are parties to
lawsuits arising from the normal course of business, in which claims for
money damages are asserted. Management, after consultation with legal
counsel handling these claims, believe it has valid defenses to each, and
is of the opinion that the possibility of results having a materially
adverse effect on Premier's financial condition is remote.  In each
pending instance in which a claim has been asserted against Premier or a
subsidiary, the alternative of succumbing to an unfounded claim is deemed
unacceptable by management.  In each such instance there are facts
supporting Premier's or its subsidiary's positions.   Premier intends to
defend its position in these cases and pursue its legal remedies to the
fullest extent possible.


 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   There were no matters submitted to a vote of security holders during
the fourth quarter of 1996.


EXECUTIVE OFFICERS OF THE REGISTRANT

The following list sets forth Premier's executive officers, who serve
until the Board of Directors meeting following the next annual meeting of
stockholders.  There are no family relationships among these officers,
nor any arrangements or understanding between any officer and other
person pursuant to which the officer was selected.


                                                         Employed by
                                                         Premier or
     Name                    Age    Position           Affiliate Since

     James R. Wheeling        41    President, CEO and     1990
                                    Director of Premier

     J. Robert Buchanan       46    Senior Vice President  1991
                                    and Treasurer of Premier




                                 PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
         MATTERS

   Since August 1987, Premier's common stock has been traded on The Nasdaq
Stock Market under the symbol PBKC.  Transfers thereof occur from time
to time, but management has no direct access to the prices realized in
trades of such stock.

   Per share data is listed below:

<TABLE>

               Net      Cash      Book          Price*        Sales
              Income* Dividends* Value*    High     Low       Volume
<S>             <C>      <C>     <C>       <C>      <C>       <C>
1996         
1st Quarter   $ 0.38   $ 0.12  $ 11.04   $ 20.00  $ 14.75     174,545
2nd Quarter     0.39     0.12    11.19     19.25    16.50     104,730
3rd Quarter     0.41     0.12    11.51     18.00    16.50      53,128
4th Quarter     0.35     0.12    11.81     25.50    16.50     170,334
Year            1.53     0.48    11.81     25.50    14.75     520,737

1995

1st Quarter    $ 0.33   $ 0.105 $ 9.61   $ 14.25  $ 12.38      68,173
2nd Quarter      0.30     0.105  10.19     14.06    11.81     260,706
3rd Quarter      0.37     0.105  10.47     14.63    12.75      70,857
4th Quarter      0.39     0.115  11.01     15.38    13.13     132,103
Year           $ 1.39   $ 0.430 $11.01   $ 15.38  $ 11.81     531,839
</TABLE>
    *1995 figures adjusted to reflect the four for three stock split
declared on December 14, 1995.

   The holders of common stock of Premier will be entitled to receive
such dividends as may be declared by its Board of Directors.  Although
its Board intends to continue as a minimum the current level of dividend
payments, the ability of Premier to pay such dividends in the future will
depend upon the earnings and financial condition of Premier and its
affiliate banks and is subject to the restrictions described in Note 10
to the Notes to Consolidated Financial Statements.


ITEM 6.  SELECTED FINANCIAL DATA

    The Consolidated Selected Financial Data for the five years ended
December 31, 1996 appears as Table I to the Management's Discussion and
Analysis of Financial Condition and Results of Operations.

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


INTRODUCTION AND SUMMARY

   The information in this section should be read in conjunction with
the Consolidated Financial Statements and the accompanying Notes to
Consolidated Financial Statements included elsewhere.  References to
average assets and liabilities and changes thereto represent daily
averages for the periods indicated.

  Summarized in Table I are selected key measures of financial position
and results of operations.


MERGERS

      Effective October 9, 1991, Bank of Speedwell and Bank of Shawsville
were merged using the pooling of interests  method of accounting creating
a new affiliate, Premier Bank, Inc., headquartered in Wytheville,
Virginia (Premier Bank, Inc. converted to a national charter in 1995,
changing its name to Premier Bank-South, N.A.).  Effective July 18, 1995,
Premier Bank-Richlands, N. A. was merged into Premier Bank, N. A. with
Premier Bank, N.A. (Tazewell)  the survivor.   Premier Bank-North, N.A.
was merged into Premier Bank-Central, N.A. effective November 18, 1995
with Premier Bank-Central, N.A. (Honaker) the survivor.  The 1995 mergers 
were also accounted for using the pooling of interests method.

    Effective May 26, 1995, Premier acquired six branches from
NationsBank, and a seventh effective July 6, 1995.  These were accounted 
for using the purchase method of accounting.

   Effective with the acquisition, on December 16, 1996,  Big Stone Gap
Bank and Trust Company was acquired by and merged into Premier Bank
Central, N. A. with Premier Bank-Central, N. A. being the survivor.

AFFILIATION

     On December 16, 1996, Premier Bank-Central, N. A. acquired the
outstanding stock of Big Stone Gap Bank and Trust Company of Big Stone
Gap, Virginia at $50.00 per share for an aggregate amount of $4,328,500,
utilizing the purchase method of accounting.  Big Stone Gap Bank and
Trust was immediately merged into Premier Bank-Central, N.A.  At date of
acquistion, Big Stone Gap reported total assets of $23,147,000.

<TABLE>
                                                                  TABLE I
              PREMIER BANKSHARES CORPORATION AND AFFILIATES
            SELECTED FINANCIAL INFORMATION: FIVE YEAR SUMMARY
             (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)
                                    
                           1996     1995       1994     1993      1992
<S>                       <C>      <C>         <C>      <C>       <C>
SUMMARY OF OPERATIONS:

Interest Income        $  57,094   $ 53,643 $   47,892 $ 44,513  $  42,699
Interest Expense          25,669     25,023     20,307   19,164     19,533
Net Interest Income       31,425     28,620     27,585   25,349     23,166
Provision for Loan Losses    880        315      1,144      857      1,151
Other Income               5,067      4,455      4,681    5,033      4,350
Other Expense             22,194     20,582     19,092   17,118     15,150
Applicable Income Taxes    3,267      2,967      3,024    2,889      2,955
Net Income                10,151      9,211      9,006    9,519      8,260

PER SHARE DATA:

Net Income             $    1.53   $   1.39 $    1.35  $   1.43  $    1.25
Cash Dividends Declared     0.48       0.43      0.36      0.32       0.28
Book Value                 11.81      11.01      9.07      8.99       7.88

AVERAGE BALANCE SHEET SUMMARY:

Loans, Net             $ 443,309  $ 380,767 $  357,235 $ 318,764 $ 289,056
Securities               232,880    239,105    232,898   202,745   161,484
Total Assets             752,558    711,968    651,807   596,069   506,340
Deposits                 658,421    626,094    567,711   522,796   444,422
Capital                   75,340     64,910     60,135    56,443    48,534

END OF PERIOD BALANCE SHEET SUMMARY:

Loans, Net            $  492,215  $ 400,569 $  360,860 $ 332,725 $ 300,898
Securities               191,095    267,531    231,448   230,076   189,761
Total Assets             761,104    762,035    655,193   640,590   546,676
Deposits                 665,798    661,913    569,410   560,744   480,758
Capital                   78,565     73,223     60,293    59,769    52,421

SELECTED RATIOS:

Equity to Assets           10.32 %     9.61  %    9.20 %    9.33  %   9.59  % 
Average Equity to               
 Average Assets            10.01       9.12       9.23      9.47     10.35  
Return on Average Assets    1.35       1.29       1.38      1.60      1.63
Return on Average Equity   13.47      14.19      14.98     16.86     17.02
Tier I Capiatal            13.88      13.84      16.79         *         *
Tier II Capital            15.04      15.05      18.04         *         *
Leverage Ratio              9.20       8.92      10.05         *         *
Spread on Average Assets    4.45       4.31       4.55      4.54         *
Net Spread                  4.18       4.00       4.27      3.42         *
Net Interest Margin         4.82       4.62       4.84      4.82         *
Avg. Interest-earning 
  Assets/Avg. Interest-bearing
  Liabilities             117.20     116.41     117.20    117.30         * 
Total Non-interest Exp/Avg.
  Assets                    2.95       2.89       2.93      2.87         *
Non-performing Assets/
  Total Assets               .35        .46        .74      1.02      1.18
Reserves as % of 
  Non-performing          212.85     154.26     120.07     80.22     82.17
Cash Dividends
 Declared as Percent of
  Net Income               32.74      31.42      26.39     22.61     22.35

</TABLE>
*Figures not readily Available






             PREMIER BANKSHARES CORPORATION AND AFFILIATES

EARNINGS PERFORMANCE

Premier's net income for 1996 was $10,151,000, a 10.21% increase over 1995
income of  $9,211,000.   On a per share basis, net income was $1.53 per
share compared to $1.39 in 1995.

Average shares outstanding were 6,650,083 for both 1996 and 1995.

Premier  closed  1995 at $9,211,000, or $1.39 per share
compared  to  1994 earnings of $9,006,000 ($1.35 per share).



              PREMIER BANKSHARES CORPORATION AND AFFILIATES

NET INTEREST INCOME

      Management  has  continued  to monitor  closely  the
asset/liability position  of  the  company.  Systems were implemented to
control  costs  of funds, while greater emphasis was placed on improving
yields.
      
      Net  interest  income  increased $2,805,000,  or  9.80%  in  1996
to $31,425,000 from $28,620,000 in 1995.  This increase was primarily due
to a  shift from securities and fed funds sold in 1995 to loans in 1996
coupled with  a  4.76%  increase in average earning assets in 1996.  On  a
taxable equivalent  basis,  the  average rate paid on interest-bearing
liabilities decreased  6 basis points to 4.33%, while the taxable
equivalent  yield  on average interest-earning assets increased 12 basis
points to 8.51% in 1996. As  a result, the net interest spread or
differential was 4.18% with a  net yield or margin of 4.82% in 1996
compared to 4.00% and 4.62%, respectively, in  1995.   Total average loans
increased 15.04%, total average  securities decreased  2.60%, and average
fed funds sold and deposits decreased  60.12%.  Total interest bearing
liabilities increased 4.05% over 1995.

      Net  interest  income  was  impacted during  1995  by  the
effective utilization  of  approximately $90 million in cash (net
settlement  of  the branches  acquisition),  such  funds  being first
placed  in  short-term investments  and  subsequently  moved to 
higher-yielding  investments and loans.    The   recognition  of  interest 
on  the  related   deposits of approximately $116 million was immediate.

   Additional earning asset volume, particularly in the loan area
contributed to an increase in net interest income of $1,035,000, or
3.75% in 1995.  On a taxable equivalent basis, the average rate paid
on interest-bearing liabilities increased 51 basis points to 4.39%,
while the taxable equivalent yield on average interest-earning assets
increased 24 basis points to 8.39% in 1995.  As a result, the net
interest spread was 4.00% with a net interest margin of 4.62% in 1995
compared to 4.27% and 4.84%, respectively, in 1994.  Total average
loans increased 7.44% , total average securities increased 2.67%,
and average federal funds sold and deposits increased 104.76% with total 
average earning assets increasing to $663,727,000 in 1995.

   Forgone interest on non-performing loans amounted to $113,000 in
1996, $136,000 in 1995, and $194,000 in 1994.

   Net interest income for  the years 1994 through 1996 is shown in
Table II.  The presentation appears on a "taxable equivalent" basis to
adjust for the tax-exempt status of income earned on certain loans and
investments.

  Table III summarizes the effect on net interest income of changes in
interest rates earned and paid, as well as changes in volume.


<TABLE>
                                                                   TABLE II
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
                             NET INTEREST INCOME
                          (IN THOUSANDS OF DOLLARS)

                                                 Increase         Increase
                                                (Decrease)       (Decrease)
                                                   1996             1995
                         1996   1995    1994   Amount  Percent  Amount Percent
<S>                     <C>     <C>     <C>     <C>     <C>      <C>    <C>
Interest Income from
 Loans:
Demand and Time**     $ 9,261 $ 6,133  $ 4,519 $ 3,128  51.00 % $ 1,614  35.72% 
Real Estate            22,952  21,447   19,307   1,505   7.02     2,140  11.08
Installments           11,177  10,231    9,018     946   9.25     1,213  13.45
Total Loan Income***  $43,390 $37,811  $32,844 $ 5,579  14.76 % $ 4,967  15.12
                            
Interest Income from
 Securities:
Taxable                 9,300   9,908   10,379   (608)  (6.14)      (471) (4.54)
Non-taxable*            5,744   5,962    5,947   (218)  (3.66)        15   0.03
Total Security 
 Income*              $15,044 $15,870  $16,326 $ (826)  (5.20) % $ (456) (2.79)%
Federal Funds Sold 
 and Deposits             752   2,017      774 (1,265) (62.72)     1,243 160.59
Total Interest Income $59,186 $55,698 $ 49,944 $ 3,488   6.26 %  $ 5,754  11.52%

Interest Expense:
Demand Deposits         2,064   2,061    1,807       3   0.15        254  14.06
Savings                 4,073   4,705    5,851   (632) (13.43)   (1,149) (19.59)
Large Denomination
 Certificates           2,881   2,801    2,108      80   2.86       693   32.87
Other Time Deposits    16,086  14,379    9,870   1,707  11.87     4,509   45.68
Borrowed Funds            565   1,077      671   (512) (47.54)      406   60.51
                                                            4)
Total Interest Expense$25,669 $25,023  $20,307 $   646   2.58 %  $ 4,716  23.22%
Net Interest Income*  $33,517 $30,675  $29,637 $ 2,842   9.26 %  $ 1,038   3.50%

</TABLE>

*Fully Taxable Equivalent - Using the Statutory Rate of 34%.
**Partially Taxable Equivalent - Using the Statutory Rate of 34%.
***Nonaccruing loans are included in the daily average loan amounts outstanding.


<TABLE>

                                                                   TABLE III
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
                        RATE/VOLUME ANALYSIS OF CHANGES
                       IN INTEREST INCOME AND EXPENSE***
                           (IN THOUSANDS OF DOLLARS)
 
                         1996 vs 1995                   1995 vs 1994
                     Increase (Decrease) In       Increase (Decrease) In
                       Net Interest Income          Net Interest Income

                      Volume  Rate     Total     Volume     Rate    Total
<S>                   <C>    <C>       <C>        <C>      <C>      <C>
Loans:
 Demand and Time**  $ 4,203 $(1,075)  $ 3,128     $  823   $  791  $ 1,614
 Real Estate          1,681    (176)    1,505      1,077    1,063    2,140
 Installments           261     685       946        586      627    1,213
    Total Loans     $ 6,145  $ (566)  $ 5,579    $ 2,486  $ 2,481  $ 4,967

Securities:
  Taxable             (322)    (286)    (608)        382     (853)    (471)
  Non-taxable*         (77)    (141)    (218)         30      (15)      15
   Total Securities $ (399)  $ (427)  $ (826)     $  412   $ (868)  $ (456)

Federal Funds Sold
 and Deposits       (1,213)     (52)  (1,265)        812      431    1,243

Total Interest 
 Income*            $ 4,533  $(1,045) $ 3,488     $ 3,710  $ 2,044  $ 5,754

Deposits:
 Interest-bearing
  Checking              230    (227)        3         239       15      254
  Savings Deposits    (331)    (301)    (632)      (578)     (568)  (1,146)
 Large Denomination
  Certificates           33       47       80        370      323      693
 Other Time Deposits  1,553      154    1,707      2,007    2,502    4,509
  Total Deposits    $ 1,485  $ (327)  $ 1,158   $  2,038  $ 2,272  $ 4,310
 Borrowed Funds       (368)    (144)    (512)          1      405      406
  Total Interest 
   Expense          $ 1,117  $ (471)  $  646    $  2,039  $ 2,677  $ 4,716
  Net Interest
   Income*          $ 3,416  $ (574)  $ 2,842   $  1,671  $ (633)  $ 1,038


</TABLE>

*Fully Taxable Equivalent - Using the Statutory Rate of 34%.
**Partially Taxable Equivalent - Using the Statutory Rate of 34%.
***Variances caused by the rate times the change in volume are allocated to 
rate.


              PREMIER BANKSHARES CORPORATION AND AFFILIATES
                                    
                                    
OTHER INCOME AND EXPENSE

      Total Other Income in 1996 totaled $5,067,000, a  $612,000  or  13.74% 
increase over the $4,455,000 in 1995.  Not  considering security  gains/
(losses), other income increased $826,000, or 17.91%.   Service charges on  
deposit  accounts  increased  $396,000,  other  service   charges commissions
and  fees  increased $231,000, other operating income increased $178,000 and 
trust department income increased $21,000.  Security losses were $372,000 in 
1996 and $158,000 in 1995.

     Other operating expenses in 1996 increased $1,612,000, or 7.83%.  Salaries
accounted  for  $1,270,000  of  this increase.   Normal  salary  increases,  an
additional branch opened in Christiansburg, and a loan production office opened
in  Bristol,  Virginia accounted for a large part of the change in salaries  in
1996.   Also, 1996 reflected a full year of salaries paid to employees  of  the
seven  branches  purchased in 1995, whereas 1995 reflected  salaries  from  the
second  and  third  quarters forward.  The increase in  occupancy  expenses  of
$246,000 was largely the result of these same structural changes.

     Total Other Income of $4,455,000 in 1995 represents a $226,000, or a 4.83%
decrease over 1994.  However, considering the effect of security gains/(losses),
other income increased $574,000 primarily because of increased service fee
income.

     Largely the result of structural changes, other operating expenses in 1995
increased $1,490,000, of which $524,000 was an increase in salaries over  1994.
Amortization  of  goodwill  increased $383,000, and  data  processing  expenses
increased  $375,000.  FDIC assessment was $588,000 less than 1994.  Noninterest
expenses have been reduced relative to growth.

Other increases/decreases were generally in the normal course of business.
                                     
  The major components of other income and expense are shown in Tables IV and V.

<TABLE>
                                                                      TABLE IV
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
                               OTHER INCOME
                          (IN THOUSANDS OF DOLLARS)

                                        Increase (Decrease)  Increase (Decrease)
                                              1996                  1995
                        1996  1995   1994   Amount   Percent   Amount   Percent
<S>                    <C>    <C>    <C>       <C>    <C>         <C>   <C>  
Service Charges on
  Deposit Accounts    $2,941 $2,545 $ 2,006  $ 396     15.56  %  $ 539   26.87%

Trust Fees               239    218     240     21      9.63       (22)  (9.17)
Other Service Charges,
 Commissions and Fees  1,810  1,579   1,496    231     14.63        83    5.55
Other Operating Income   449    271     297    178     65.68       (26)  (8.75)
Security Gains         (372)  (158)     642  (214)    135.44      (800) (124.61)

Total Other Income   $ 5,067 $4,455 $ 4,681  $ 612     13.74  %  $(226)  (4.83)%

</TABLE>
                                                                     TABLE V

              PREMIER BANKSHARES CORPORATION AND AFFILIATES
                             OTHER EXPENSES
                        (IN THOUSANDS OF DOLLARS)
                                    
<TABLE>
                                    
                                         Increase (Decrease) Increase (Decrease)
                                                  1996                1995
                      1996    1995    1994  Amount   Percent   Amount Percent
<S>                 <C>      <C>     <C>     <C>    <C>        <C>    <C>
Salaries and Wages $  9,274 $ 8,004 $ 7,480  $1,270  15.87 %  $ 524    7.01 %
Employee Benefits     1,993   2,072   2,259    (79)  (3.81)    (187)  (8.28)
 Total Employee 
  Benefits         $ 11,267 $10,076 $ 9,739  $1,191  11.82 %  $ 337    3.46 %
Other Operating Expenses:
  Occupancy           1,150     904     846     246  27.21       58    6.86
  Equipment           1,377   1,205   1,099     172  14.27      106    9.65
  Other Operating  
   Expenses           8,400   8,397   7,408       3   0.04      989   13.35

Total Other Operating
 Expenses         $ 10,927  $10,506 $ 9,353  $  421   4.01 %  $1,153  12.33 %
Total Other 
 Expenses         $ 22,194  $20,582 $19,092  $1,612   7.83 %  $1,490   7.80 %

</TABLE>

              PREMIER BANKSHARES CORPORATION AND AFFILIATES

ALLOWANCE FOR LOAN LOSSES

       An allowance for loan losses is maintained in accordance with periodic
reviews  of  loans.  Additions are made to this allowance as needed.   Losses
are  charged  to  the  allowance rather  than  being  reported  as  a  direct
expense.

      Net  loans charged off in 1996 increased by $18,000 compared  to  1995,
while  $880,000 in provisions were added during the year compared to $315,000
last year.  Also, $150,000 additional reserves were added as a result of  the
acquisition  of Big Stone Gap Bank and Trust.  Premier remains  committed  to
maintaining  more  than  adequate reserves for possible  loan  losses.    The
allowance at year-end of $5,713,000 was 1.29% of average outstanding loans.

      Total  non-performing assets decreased by $836,000, or 23.75% in  1996.
Foreclosed  properties decreased $163,000, and non-accrual  loans  decreased
$1,037,000  while  restructured loans increased $364,000.   Total  delinquent
loans  increased  $1,105,000,  or  10.92% in  1996.   However,  delinquencies
represented 2.31% of loans net of unearned compared to 2.49% last year.
                                    
      Net  charge  offs for 1995 were $729,000, an increase of $202,000  over
1994.  Additions to the allowance in 1995 totalled $315,000.  The balance  in
the   allowance  at  year-end  1995  was  $5,430,000,  or  1.40%  of  average
outstanding loans.

     Non performing assets at year end 1995 included $1,925,000 of nonaccrual
loans, $714,000 restructured loans, and $881,000 of other real estate owned.
  
    Table VI reflects the activity in the Allowance for Loan and Lease Losses,
while Table VII shows the allocation of the allowance by type of loan.  Table
VIII outlines nonperforming assets.


                                                                      TABLE VI
                 PREMIER BANKSHARES CORPORATION AND AFFILIATES
                   ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
                           (IN THOUSANDS OF DOLLARS)
<TABLE>
                                 1996      1995      1994     1993     1992
<S>                             <C>       <C>       <C>      <C>      <C> 
Balance at Beginning of Period $ 5,430   $ 5,844  $  5,227  $ 5,312   $5,217
 Charge-offs:
  Commercial, Finanical and
   Agriculture                    134       329       171      367      553
  Real Estate - Construction
  Real Estate - Mortgage          113        22       116      623      117
  Loans to Individuals            824       692       685      734      939
  Other Loans
   Total charge-offs            1,071     1,043       972    1,724    1,609

 Recoveries:
  Commercial, Financial and
   Agriculture                      60        57       178      209      240
  Real Estate - Construction
  Real Estate - Mortgage            42        15        44      104       61
  Loans to Individuals             222       242       223      470      252
  Other Loans
  Total Recoveries                 324       314       445      783      553

 Net Charge-offs (Recoveries)      747       729       527      941    1,056
  Additions Charged to Operations  880       315     1,144      856    1,151
  Changes Incident to Merger       150
  Balance at End of Period     $ 5,713   $ 5,430  $  5,844  $ 5,227   $5,312
  Ratio of Net Charge-offs (Recoveries)    
   to Average Outstanding Loans   0.17 %    0.19 %    0.14 %   0.29 %   0.36 %
  Ratio of Allowance for Loan Losses
   to Average Outstanding Loans   1.29 %    1.40 %    1.61 %    1.62 %   1.81 %
  Ratio of Provision for Loan Losses
   to Average Outstanding Loans   0.20 %    0.08 %    0.32 %    0.26 %   0.39 %
</TABLE>



                                                                 TABLE VII
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
                ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
                         (IN THOUSANDS OF DOLLARS)
<TABLE>
                                     
                                                    
                  1996         1995          1994           1993       1992
                  % of         % of          % of           % of       % of
                 Loans        Loans         Loans          Loans      Loans
                to Total     to Total      to Total       to Total   to Total
              Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
<S>         <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C> 
Domestic 
 Commercial,
 Financial and Agri- 
  cultural $2,280  31.76%$2,206  32.23%$2,658  31.21%$2,465  30.63%$2,401 18.74%
Real Estate -
 Construction  50   3.45     50   3.01    105   2.32     90   1.64     83  1.60
Real Estate -
 Mortgage     775  43.66    722  40.33    982  40.72    875  41.76    805 52.75
Loans to 
Individuals 2,050  19.87  2,017  23.71  1,549  25.32  1,384  25.41  1,302 26.35
Other Loans    16   1.26     15    .72     20    .43     20    .56     20  0.56
Foreign
 Unallocated  542           420           530           393           701

Totals    $ 5,713 100.00%$5,430 100.00%$5,844 100.00%$5,227 100.00%$5,312 100.00
</TABLE>







             PREMIER BANKSHARES CORPORATION AND AFFILIATES


INCOME TAXES

      Applicable income taxes on 1996 earnings amounted to $3,267,000 or 24.35%
of income before income taxes, compared to $2,967,000 or 24.36% for 1995.

BALANCE SHEET ANALYSIS

Premier's total assets decreased $931,000 to $761,035,000 from  year-end 1995.
Average earning assets increased 4.76% during 1996, and comprised 92.39% of 
average total assets.

The Corporation had total assets of $762 million at the end of 1995,  an 
increase of 16.31% over 1994.

LOANS

      Loan demand was significantly higher in 1996 than in previous years
and total loans, net of unearned income, at year-end totaled $497,928,000, 
an increase of $91,929,000, or 22.64% over 1995.  The most significant 
increases were in real estate mortgages.  The ratio of loans-to-deposits
at year-end 1996 was 75.09%, compared to 61.56% at year-end 1995.  The ratio
of net chargeoffs to average outstanding loans was 0.17% in 1996.  Loans 
delinquent 90 days or more and still accruing were $2,520,000 in 1996 compared 
to $1,548,000 in 1995; nonaccrual loans decreased from $1,925,000 in 1995 to
$888,000 in 1996.  Foreclosed properties decreased from $881,000 in 1995 to
$718,000 in 1996; restructured loans increased from $714,000 in 1995 to 
$1,078,000 in 1996.

      Total loans, net of unearned income, at year-end 1995 totaled
$405,999,000, an increase of $39,295,000 or 10.72% over 1994.  Although
loan demand improved during 1995 over the moderate demand experienced in
1994, the ratio of loans-to-deposits at year-end 1995 was 61.56%, compared
to 63.37% at year-end 1994.  This change was primarily the result of the
increase in deposits from the seven branches acquired in 1995.  The ratio
of net chargeoffs to average outstanding loans was 0.19% in 1995 compared
to 0.14% in 1994.  Loans delinquent 90 days or more and still accruing
were $1,548,000 in 1995 compared to $711,000 in 1994, while nonaccrual
loans decreased from $3,018,000 in 1994 to $1,925,000 in 1995.  Forclosed
properties increased from $677,000 in 1994 to $881,000 in 1995; restructured
loans decreased from $1,172,000 in 1994 to $714,000 in 1995.

      Real estate mortgages representing 44.05% and 40.86% of the loan
portfolio net of unearned interest at December 31, 1996 and December 31, 1995,
respectively.  Management believes that such loans should continue
to be the major lending activity of Premier's subsidiary banks.  Management 
further intends as a part of its lending policy, to satisfy this demand 
as long as deposit growth and liquidity remain satisfactory.  To assist in 
this, Premier Bank, Inc.(currently Premier Bank-South, N.A.) obtained 
approval in 1992, from the Federal National Mortgage Association
to become a seller/servicer of its mortgage products, and continues to
close, sell and service qualified loans, thus creating a new income
source while releasing funds for additional loan activities.  Also in 1995,
through Premier Bank-South, N.A. an agreement was entered into with Chase
Manhattan Mortgage Corporation to sell real estate mortgages on the secondary
market along with a contract with Nellie Mae.  There was also an agreement
made with Chase Manhattan Funding in 1996.

     Table VIII reflects loans by type while Table IX shows average rates
earned and other significant data on loans.


INVESTMENTS

      The investment securities portfolio decreased $76,436,000,
or 28.57% over 1995. At year-end 1996, the portfolio totaled $191,095,000,
compared to $267,531,000 at year-end 1995.   At year-end  94% of all
securities were rated "A" or better, or were issued by the U.S. Government
or its agencies.  The investment portfolio had an average taxable
equivalent yield of  6.46% at year-end.

      Investments increased $36,083,000, or 15.59% in 1995 over 1994.  At
year-end, the portfolio totaled $267,531,000, compared to $231,448,000 at
year-end 1994 and 95% of all securities were rate "A" or better or were
issued by the U.S. Government or its agencies.  The investment portfolio
had an average taxable equivalent yield of 6.64% at year-end.

      Management primarily purchases securities with an intent to hold to
maturity.  However, because of changes in accounting rules due to the
Financial Accounting Standards Board pronouncement 115, effective for
Premier beginning January 1, 1994, securities must now be segregated into
three categories with distinctively different accounting treatments.

      Securities which management has a positive intent and ability to hold
to maturity are segregated as "Held to Maturity" where they are accounted
for  using historic cost methods.  Securities which may have more volatile
characteristics, or for which management anticipates a higher likelihood of
active management through sales prior to maturity are segregated as
"Available For Sale" and accounted for using methods which adjust capital
accounts for fluctuations in the securities' market values.  Securities
purchased with the intent of profiting from fluctuations in values that
result from short term interest rate changes are segregated into a "Trading
Account", with such value fluctuations accounted for as adjustments to
income.

      The impending changes in accounting treatment required by FASB 115
resulted in a significant investment portfolio restructuring during 1993,
and material increase in net income.  Such restructuring will maximize the
company's long term overall return.

DEPOSITS

      Total deposits increased $3,885,000 to $665,798,000 at year-end 1996.
Interest-bearing demand accounts, savings, and large denomination
certificates of deposit decreased 3.03%, 4.37% and 1.64%, respectively.
Non-interest bearing demand and other time deposits increased 16.44% and
 .66%, respectively, in 1996 over 1995.


      Total deposits increased $92,503,000 to $661,913,000 at year end 1995
compared to $569,410,000 at year-end 1994.  This change was largely the
result of the branch acquisitions.  Demand deposits increased 10.42%,
interest bearing demand 32.64%,  savings decreased 11.96%, large
denomination certificates increased  17.48%, and other  time deposits
increased 32.27%.

      Table X shows average rates paid and other significant data on
deposits.  Maturities of $100,000 or more certificates of deposit are shown
in Table XIV.

STOCKHOLDERS' EQUITY

      Common  stockholders' equity at year-end 1996 was $78,565,000
compared to $73,223,000 at year-end 1995.  Changes in the interest rate
environment during 1996 were reflected through a negative adjustment of
$1,478,000 to the allowance for net unrealized losses in available for sale
securities bringing the year-end balance to a net unrealized loss of
$1,077,000 compared to a gain of $401,000 at year-end 1995.  At year-end,
the leverage capital ratio was 9.20%.

     Common stockholders' equity at year-end was $78,565,000 compared to
$73,223,000 for 1995.   There was a positive adjustment in the allowance
for unrealized losses in 1994 of $6,212,000 to reflect a net unrealized
gain of $401,000 at year-end 1995.  At year-end 1995, the leverage capital
ratio was 8.92%.  On December 14, 1995, Premier declared a four for three
stock split payable January 3, 1996.  Shares outstanding were 6,650,083 and
4,987,805 for 1995 and 1994, respectively.  Restated for the split, average
shares were 6,650,803 for each of the three years.  Cash dividends of
$2,894,000, (originally $0.56 per share restated to $0.43 per share because
of the split) were declared in 1995.

     As mentioned earlier, during 1994, Dickenson-Buchanan Bank was
acquired in a stock exchange transaction.  A total of 582,678 shares of
Premier were issued for all of the outstanding stock of Dickenson-Buchanan
Bank.


<TABLE>

                                                                 TABLE VIII

               PREMIER BANKSHARES CORPORATION AND AFFILIATES
                        LOAN CLASSIFICATION SUMMARY
                         (IN THOUSANDS OF DOLLARS)


                           1996       1995       1994       1993       1992
<S>                        <C>        <C>        <C>        <C>        <C>
Domestic:                                                              
 Commercial,                                                          
  Financial and  
  Agricultural           $ 159,572  $ 132,601  $  72,684  $  72,233  $  58,966
 Real Estate-
  Construction              17,321     12,393      8,654      5,667      5,028
 Real Estate -
  Mortgage                 219,342    165,900    195,794    176,452    165,996
 Loans to Individuals       99,807     97,554     94,520     89,412     82,922
 Other Loans                 6,316      2,937      1,606      1,573      1,764
Foreign:
 Total Gross Loans       $ 502,358  $ 411,385  $ 373,258  $ 345,337  $ 314,676
Less:                                                                 
 Unearned Income             4,430      5,386      6,554      7,385      9,026
 Allowance for Loan Losses   5,713      5,430      5,844      5,227      5,312
Net Loans                $ 492,215  $ 400,569  $ 360,860  $ 332,725  $ 300,338
Non-performing Assets:                                                 
 Non-accrual Loans       $     888  $   1,925  $   3,018  $   4,006  $   4,287
 Loans Past Due Over 
  90 Days                    2,520      1,548        711      1,407      1,538
 Other Real Estate Owned       718        881        677      1,382        892
 Restructured Debt           1,078        714      1,172      1,128      1,286

Total                    $   5,204  $   5,068  $   5,578  $   7,923  $   8,003


</TABLE>



<TABLE>

                                                                 TABLE IX


               PREMIER BANKSHARES CORPORATION AND AFFILIATES
              EARNING ASSETS AND INTEREST BEARING LIABILITIES
                         (IN THOUSANDS OF DOLLARS)


                                              Percent of Change      
                     Average Outstanding**       Prior Year      Average Rate*
                     1996     1995     1994     1996     1995    1996     1995 
<S>                  <C>      <C>      <C>      <C>      <C>     <C>      <C>
Earning Assets:                                                           
 Loans:                                                                  
  Demand and Time   $ 92,688 $ 54,997 $ 46,517   68.53%   18.23%   9.99%  11.15%
  Real Estate        252,180  233,820  221,469    7.85     5.58    9.10    9.17
  Installments       103,763  101,165   94,993    2.57     6.50   10.77   10.11
 Total Loans         448,631  389,982  362,979   15.04     7.44    9.67   9.70 
Securities:                                                               
 Taxable             158,709  164,129  158,304  (3.30)     3.68    5.86   6.04 
 Non-taxable          74,171   74,976   74,594  (1.07)     5.12    7.74   7.93
  Total Securities   232,880  239,105  232,898  (2.60)     2.67    6.46   6.64 
Federal Funds Sold                                                        
 and Deposits         13,813   34,640   16,917 (60.12)   104.76    5.44   5.82
Total Earning Assets 695,324  663,727  612,794    4.76     8.31    8.51%  8.39%

Other Assets, Net of                                                   
 Allowance for Loan
  Losses              57,234   48,241   39,013   18.64    23.65
                    $752,558 $711,968 $651,807    5.70%    9.23%              

</TABLE>




* Average Rate Calculated on the Fully Taxable Equivalent - Using the
Statutory Rate of 34%.
** Nonaccruing loans are included in the daily average loan amounts outstanding.



<TABLE>

                                                                 TABLE X

               PREMIER BANKSHARES CORPORATION AND AFFILIATES
         EARNING ASSETS AND INTEREST BEARING LIABILITIES, Continued
                         (IN THOUSANDS OF DOLLARS)


                                                                         
                                              Percent of Change
                       Average Outstanding        Prior Year     Average Rate*
                     1996     1995     1994     1996     1995     1996    1995 
<S>                  <C>      <C>      <C>      <C>      <C>      <C>     <C>
Interest-bearing                                                          
 Liabilities:
  Interest-bearing
   Checking         $ 84,070 $ 75,436 $ 66,605   11.45    13.26%  2.46%   2.73%
  Savings Deposits   136,897  146,802  162,890  (6.75)%  (9.88)   2.98    3.20
  Large Denomination                                              
   Certificates       52,639   52,065   44,283    1.10    17.57   5.47    5.38
   Time Deposits     307,263  277,040  230,254   10.91    20.32   5.24    5.19
   Borrowed Funds     12,402   18,832   18,816  (34.14)     .09   4.56    5.72
Total Interest-bearing                                               
 Liabilities         593,271  570,175  522,848    4.05     9.05   4.33    4.39
Demand Deposit        77,553   74,750   63,679    3.75    17.39       
Other Liabilities      6,394    2,133    5,145  199.77   (58.54)
Stockholders' Equity  75,340   64,910   60,135   16.07     7.94
Total Liabilities and                                                        
Stockholders'Equity $752,558 $711,968 $651,807    5.70%    9.23%
Net Yield on Earnings Assets                                      4.82%   4.62%

</TABLE>

*Average Rate Calculated on the Fully Taxable Equivalent - Using Statutory
Rate of 34%.


               PREMIER BANKSHARES CORPORATION AND AFFILIATES

LIQUIDITY AND INTEREST SENSITIVITY

     Banks maintain liquidity for two major reasons, to fund unforeseen
demands for withdrawals of deposits and to fund additional loan requests.
The adequacy of a bank's liquidity can not be effectively measured in an
absolute sense, but must be viewed relative to the bank's probable needs.
Based on perceived needs, a bank may employ a variety of techniques to
control liquidity.  The four most common techniques involve maintaining
cash reserves, carefully planning cash flows, structuring other types of
assets in a manner which will allow them to be quickly converted to cash,
or to develop commitments from other institutions to loan the bank cash in
the event such is needed.

     Premier's deposit base has become somewhat more volatile since
deregulation, but continues to be very stable relative to industry
standards.  Also, loan demand throughout Premier's trade area has
traditionally been modest.  Combined, these factors mitigate much of the
need for short term liquidity.

     To the extent liquidity is required, it can normally be handled using
cash flows from operations. As shown in the Consolidated Statements of Cash
Flows, the net increase in loans was $95,354,000 during 1996 which was
funded mostly through proceeds from the maturity and sale of certain
securities and the termination of fed funds sold.  In 1995, net increases
in deposits amounted to $92,503,000 (demand and time) versus net loan
increases of $40,958,000.  In 1994 net deposit increases amounted to
$8,666,000 versus net loan increases of $30,182,000 in 1994.

     The cash flow trend since 1992 in customer loans has been in the $30
to $40 millions of dollar range except in 1996 where an increase of $95
million was experienced.  In 1993 through 1995, the majority of cash flow
funding was generated by increases in deposits.  However, in 1996, loans
were funded by maturity and sales of investment securities.  Cash flow from
operations supplemented each year.

     Should unforeseen liquidity needs arise, they can be handled using
federal funds sold, investments maturing within one year, and stand by
federal funds purchase commitments.

     In order to allow regular repricing on a large portion of Premier's
loan portfolio, most real estate can be repriced over a period of one to
ten years.  Premier's policy is to maintain the relationship between rate-
sensitive assets and rate-sensitive liabilities which will best maximize
profits and continue future profit levels in keeping with the trend and
expectations of interest rates.

     Premier's current gap position is such that in periods of rising rates
earnings would be negatively impacted as interest on interest-bearing
accounts would rise more sharply than interest on earning assets.
Conversely, in periods of falling rates, earnings would rise.  Management,
through constant monitoring of Premier's gap position and market interest
trends and forecasts, can minimize the negative impact of a rise in the
market interest rate.

     Premier's guideline for asset and liability management allows for a
variance of +/- 10% cumulative gap position to total assets for the twelve
month horizon.  Prepayment assumptions for the mortgage backed securities
are determined by obtaining the cash flow for the next twelve months from
an investment service at the end of each year.  The percentage of
prepayments at the mortgage prepayment speeds at the time are used for the
ensuing year.  The deposit assumptions under the once proposed FDIC
Improvement Act of 1991 (FDICIA 305) are used for the runoff/decay of
deposits.  Using this approach, Premier's rate sensitivity shows that the
balance sheet is liability sensitive.  This indicates that earnings are
subject to decline in a rising interest rate environment.  Premier's actual
experience has been that deposit rates do not move in conjunction with the
federal funds rate but in fact lag this index in a rising-rate environment.
The deposit run offs have not approximated the prepayments under FIDICIA
305 although some deposit decay has occurred due to Premier's conservative
pricing policy.

     Following is a summary of Premier's Dynamic Gap position as of
December 31, 1996, using the maturity and repayment assumptions mentioned
above:

<TABLE>

                                Three Month       One Year     Beyond One Year
<S>                             <C>               <C>          <C>
Total Earning Assets Repricing  149,674           174,748      436,671
Total Interest-bearing 
 Liabilities Repricing          144,700           226,463      192,151

Repricing Gap Adjusted            4,974          (51,715)      244,520
Repricing Gap-Cummulative         4,974          (46,742)      197,778

Cumulative Gap to Total Assets     0.65%          (6.14%)        25.99%
Cumulative Net Interest-earning 
 Assets to Cumulative Interest-
  bearing liabilities            103.34%            77.16%      227.25%

</TABLE>

Tables XI through XIV reflect additional data on liquidity and interest
sensitivity.

INFLATION

     Since the assets and liabilities of banks are primarily monetary in
nature, the performance of banks is affected more by changes in interest
rates than by inflation.  Interest rates generally increase as the rate of
inflation increases, but the change may not necessarily be the same.

     During periods of high inflation, banks will normally experience
growth in assets and deposits, which will result in increased operating
expenses.

<TABLE>
                                                                      TABLE XI


                   PREMIER BANKSHARES CORPORATION AND AFFILIATES
                           INVESTMENT SECURITY ANALYSIS**
                             (IN THOUSANDS OF DOLLARS)

                  Total        0 - 1          1-5        5 - 10      10 and Over
              Amount  Rate  Amount Rate  Amount  Rate  Amount Rate  Amount Rate 
<S>           <C>     <C>   <C>    <C>   <C>     <C>   <C>    <C>   <C>    <C>
   1996                                                             
U.S. Treasury 
 and Agency
 Securities  $111,615 6.05%$ 6,486 5.33%$ 28,852 5.67%$43,747 6.02%$32,530 6.59%

State and                                                
 Political 
 Subdivisions* 73,825 7.67   5,014 6.34   39,477 7.60  27,888 7.97   1,446 8.85
                                                        
Other
 Securities     7,245 6.30   1,100 5.03    1,182 6.08                4,963 6.64
                                          
 Totals      $192,685 6.68%$12,600 5.71%$ 69,511 6.77%$71,635 6.78%$38,939 6.68%

                                                                    
     1995                                                         
U.S. Treasury                            
 and Agency
 Securities  $163,687 5.94%$18,468 4.91%$ 74,675 5.72%$40,276 6.10%$30,268 6.91%

State and                                                     
 Political
 Subdivisions* 85,634 7.74   4,136 7.68   38,091 7.32  38,952 8.04   4,455 8.76

Other 
 Securities    17,572 5.99   6,876 6.03    8,149 5.97                2,547 5.94

 Totals      $266,893 6.52%$29,480 5.56%$120,915 6.24%$79,228 7.05%$37,270 7.06%

</TABLE>

*  Fully Taxable Equivalent - Using the Statutory Rate of 34%.
** Prepared Using Investments at Amortized Cost.

<TABLE>

                                                          TABLE XI (Continued)


                        PREMIER BANKSHARES CORPORATION AND AFFILIATES
                                INVESTMENT SECURITY ANALYSIS**
                                 (IN THOUSANDS OF DOLLARS)

                     Total    0 - 1      1-5          5 - 10       10 and Over
               Amount  Rate  Amount Rate  Amount Rate  Amount Rate  Amount Rate 
<S>           <C>     <C>   <C>    <C>    <C>    <C>   <C>    <C>   <C>    <C>
1994                                                                        
U.S. Treasury                                                             
 and Agency
 Securities  $154,516 5.81% 13,994 4.53%$ 67,762 5.42%$37,681 5.95%$35,079 6.95%
State and                                                                    
 Political 
 Subdivisions* 77,997 8.03   3,268 7.56   28,446 7.30  39,468 8.44   6,815 8.88
Other           
 Securities     8,233 5.76                 5,610 6.08     262 5.84   2,361 5.02 
                                                                              
  Totals     $240,746 6.53%$17,262 5.10%$101,818 5.98%$77,411 7.22%$44,255 7.14%

</TABLE>

*   Fully Taxable Equivalent - Using the Statutory Rate of 34%.
** Prepared Using Investments at Amortized Cost

<TABLE>
                                                             TABLE XII


             PREMIER BANKSHARES CORPORATION AND AFFILIATES
                       INTEREST RATE SENSITIVITY
                       (IN THOUSANDS OF DOLLARS)
                           DECEMBER 31, 1996


                                                  Beyond
                           Interest-Sensitive       One           
                             1-90     91-365       Year      Total
                                                   
<S>                        <C>        <C>          <C>         <C>
Earnings Assets:
Loans                    $ 113,378   $ 95,116   $  289,434   $ 497,928
Investment
 Securities                 11,061      6,850      173,184     191,095
Fed Funds Sold               9,130                               9,130
                                                                   
  Total Earning Assets     133,569    101,966      462,618     698,153
                                                                   
Interest-bearing 
 Liabilities:

Interest-bearing Demand     86,844                              86,844
Savings Deposits            98,413                              98,413
Large Denomination CD's     16,198     23,993       11,781      51,972
Other Time Deposits         76,794    135,205       97,990     309,989
Money Market Instruments    36,567                              36,567
                                                      
 Total Interest-bearing
  Deposits                 314,816    159,198      109,771     583,785

Other Short-term Debt       10,347                              10,347

Total Interest-bearing
 Liabilities               325,163    159,198      109,771     594,132
                                                                   
Cumulative Interest-                                               
 Sensitivity Excess (GAP)$(191,594) $(248,826)       N/A        N/A
</TABLE>


<TABLE>

                                                               TABLE XIII

             PREMIER BANKSHARES CORPORATION AND AFFILIATES
                 MATURITY AND RATE SENSITIVITY ANALYSIS
                       (IN THOUSANDS OF DOLLARS)
                           DECEMBER 31, 1996

                           Due In Due In One to Five Years Due After Five Years
                           One Year   Fixed        Floating  Fixed      Floating
                    Total   Or Less    Rate          Rate     Rate        Rate
<S>                <C>      <C>        <C>           <C>      <C>         <C>
Domestic:                                                                
Commercial,
 Financial and
 Agricultural    $ 89,809 $ 61,457   $ 18,396      $ 2,399  $ 7,029     $ 528
Real Estate -                                                            
 Construction      17,311   11,462      3,490          580    1,484       295

Other (Excluding                                                         
 Consumer
 Installment and
 Residential
 Mortgage Loans)   81,280   43,852     23,949        5,736    7,743

Foreign                                                                  
                                                                         
Totals            $188,400 $116,771  $ 45,835      $ 8,715  $16,256    $ 823
</TABLE>

<TABLE>
                                                              TABLE XIV

            PREMIER BANKSHARES CORPORATION AND AFFILIATES
    MATURITY SCHEDULE - LARGE DENOMINATION CERTIFICATES OF DEPOSIT
                      (IN THOUSANDS OF DOLLARS)


Time Certificates of Deposit, in amounts of $100,000 or more, outstanding at 
December 31, 1996, mature as follows:

<S>                                       <C>
Three Months or Less                    $  16,199
Over Three Months Through Six Months       12,741
Over Six Months Through Twelve Months      11,252
Over Twelve Months                         11,780
                                        $  51,972


</TABLE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The report of independent auditors and consolidated financial statements 
of Bankshares and its affiliates appear herein.

     Quarterly Results of Operations is included in the Notes to Consolidated 
Financial Statements as Note 17.



Persinger & Company, L.L.C.
252 George Street
Beckley, WV  25801
Telephone (304) 255-1978
Fax (304) 255-1971

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Stockholders
Premier Bankshares Corporation
Bluefield, Virginia

We have audited the accompanying consolidated balance sheets of Premier 
Bankshares Corporation and Affiliates as of December 31, 1996 and 1995,
and the related consolidated statements of income, stockholders'
equity and cash flows for each of the years in the three-year period
ended December 31, 1996.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.
We did not audit the financial statements of Dickenson-Buchanan Bank, a
consolidated subsidiary in 1994, which statements reflect total revenue
constituting 14% of the related consolidated total.  Those statements
were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for
Dickenson-Buchanan Bank, is based solely on the report of the other
auditors.

We conducted our audits on accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe
that our audits and the report of the other auditors provide a
reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other
auditors, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Premier Bankshares Corporation and Affiliates as of December 31, 1996
and 1995, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.

Persinger & Company, L.L.C.

Beckley, West Virginia
January 15, 1997






Brown, Edwards & Company, L.L.P
Certified Public Accountants
1969 Lee Highway
Bristol, Virginia


January 13, 1995

               INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Dickenson-Buchanan Bank
Haysi, Virginia

We have audited the balance sheet of Dickenson-Buchanan Bank as of
December 31, 1994 and the related statements of income, stockholders'
equity, and cash flows for the year ended December 31, 1994.  These
financial statements are the responsibility of the Bank's management.
Our responsibility is to express an opinion of these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Dickenson-
Buchanan Bank as of December 31, 1994 and the results of operations and
its cash flows for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.

Brown, Edwards & Company, L.L.P.
Certified Public Accountants




<TABLE>
CONSOLIDATED BALANCE SHEETS
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)

                                            December 31,

                                           1996     1995
<S>                                      <C>      <C>
ASSETS

Cash and Due From Banks                 $ 28,086 $ 28,957
Securities Available for Sale            157,306  234,183
Securities Held to Maturity               33,789   33,348
Federal Funds Sold                         9,130   24,105
Loans, Net                               492,215  400,569
Bank Premises and Equipment, Net          17,483   17,242
Accrued Income Receivable                  6,040    6,377
Other Assets                              17,055   17,254
                                        $761,104 $762,035

                              
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
 Deposits:
  Demand                                $ 82,013 $ 70,431
  Now Accounts                            86,844   89,558
  Savings                                134,980  141,142
  Time, $100,000 and Over                 51,972   52,839
   Other Time                            309,989  307,943
                                        $665,798 $661,913

Short-Term Debt                         $ 10,347 $ 17,407
Accrued Interest and Other Liabilities     6,394    9,492
  TOTAL LIABILITIES                     $682,539 $688,812

Commitments and Contingencies

Stockholders' Equity
  Capital Stock:
   Common, $2 Par Value; Authorized
   10,000,000 shares; Issued
   6,650,083 in 1996 and 1995           $ 13,300 $ 13,300
Surplus                                   18,696   18,704
Retained Earnings                         47,646   40,818
Net Unrealized Gain (Loss) on
 Securities Available for Sale           (1,077)    (401)
                                        $ 78,565 $ 73,223
                                        $761,104 $762,035

</TABLE>
See Notes to Consolidated Financial Statements


CONSOLIDATED STATEMENTS OF INCOME
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars except per share data)

<TABLE>
                                           Years Ended December 31,
                                         1996        1995       1994

<S>                                    <C>          <C>        <C>
INTEREST INCOME:  
Loans and Fees                       $  43,251   $  37,784   $  32,814
Securities Available For Sale            9,096       9,907       9,404
Securities Held to Maturity              3,995       3,935       4,900
Federal Funds Sold                         752       2,017         751
Money Market Deposits                                               23
                                     $  57,094   $  53,643   $  47,892

INTEREST EXPENSE:
Deposits                             $  25,104   $  23,946   $  19,636
Short-term Debt                            565         877         632
Long-term Debt                                         200          39
                                     $  25,669   $  25,023   $  20,307
  Net Interest Income                $  31,425   $  28,620   $  27,585

PROVISION FOR POSSIBLE LOAN LOSSES         880         315       1,144
 Net Interest Income After Provision
  for Possible Loan Losses           $  30,545   $  28,305   $  26,441

OTHER INCOME:
Trust Department Income              $     239   $     218   $     240
Service Fees                             2,941       2,545       2,006
Security Gains (Losses)                  (372)       (158)         642
Other Service Charges, Commissions
 and Fees                                1,810       1,579       1,496
Other                                      449         271         297
                                     $   5,067   $   4,455   $   4,681

OTHER EXPENSES:
Salaries and Wages                   $   9,274   $   8,004   $   7,480
Pensions and Other Employee Benefits     1,993       2,072       2,259
Occupancy Expenses                       1,150         904         846
Equipment Rentals, Depreciation and
 Maintenance                             1,377       1,205       1,099
Other Operating Expenses                 8,400       8,397       7,408
                                     $  22,194   $  20,582   $  19,092

Income Before Income Taxes           $  13,418   $  12,178   $  12,030

FEDERAL INCOME TAXES                     3,267       2,967       3,024
  NET INCOME                         $  10,151   $   9,211   $   9,006
EARNINGS PER COMMON SHARE            $    1.53   $    1.39   $    1.35
CASH DIVIDENDS PER COMMON SHARE      $    0.48   $    0.43   $    0.36
</TABLE>

See Notes to Consolidated Financial Statements



CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)
<TABLE>
                              Years Ended December 31, 1996, 1995, and 1994
                                                         Net Unrealized
                                                          Gain(Loss)
                                                         on Securities
                       Capital Stock            Retained   Available          
                     Shares    Amount  Surplus  Earnings   for Sale     Total
<S>                <C>         <C>      <C>     <C>           <C>      <C>
BALANCE- 
 December 31, 1993 4,987,805 $  9,975 $ 22,029 $ 27,872  $    (107)  $ 59,769
Net Income                                        9,006                 9,006
Cash Dividends Declared                         (2,377)               (2,377) 
Change in Unrealized Gain
 (Loss) On Securites
 Available for Sale, Net                                    (6,105)   (6,105)

BALANCE- 
 DECEMBER 31, 1994 4,987,805 $  9,975 $ 22,029 $ 34,501  $  (6,212)  $ 60,293
Net Income                                        9,211                 9,211
Cash Dividends Declared                         (2,894)               (2,894)
Change in Unrealized Gain
 (Loss) On Securities
 Available for Sale, Net                                      6,613     6,613

Four for Three
 Stock Split       1,662,278    3,325  (3,325) 

BALANCE-  
 DECEMBER 31, 1995 6,650,083 $ 13,300 $ 18,704 $ 40,818  $      401  $ 73,223
Net Income                                       10,151                10,151
Cash Dividends Declared                         (3,323)               (3,323)
Stock Repurchased                          (8)                            (8)
Change in Unrealized Gain
 (Loss) On Securities                                       
 Available for Sale, Net                                    (1,478)   (1,478)
BALANCE-
 DECEMBER 31, 1996 6,650,083 $ 13,300 $ 18,696 $ 47,646  $  (1,077)  $ 78,565
</TABLE>

See Notes to Consolidated Financial Statements


CONSOLIDATED STATEMENTS OF CASH FLOWS
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)
<TABLE>

                                                   Years Ended December 31,
                                                   1996      1995      1994
<S>                                               <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                   $  10,151  $   9,211  $   9,006
  Adjustments to Reconcile Net Income to Cash
   Provided by Operating Activities:
    Depreciation and Amortization of Premises
    and Equipment                                  1,317      1,069        847
    Provision for Possible Loan Losses               880        315      1,144
    Provision for Deferred (Prepaid) 
     Income Taxes                                  (623)          3       (39)
    Amortization of Goodwill and Intangibles         925        662        288
    Amortization of Premiums and Accretion of
     Discounts, Net                                1,095        690        680
    Securities (Gains)Losses                         372        158      (642)
    Loss on Foreclosed Properties                     44         23         52
    (Increase)Decrease in Loans Held for Sale      2,331      (970)    (4,879)
    (Increase)Decrease in Accrued
      Income Receivable                              337    (1,109)      (652)
    Increase in Other Assets                       (244)   (10,700)      (374)
    (Decrease)Increase in Accrued Interest  
      Payable and Other Liabilities              (3,098)      7,279    (2,533)
    Net Cash Provided by Operating Activities  $  13,487  $   6,631  $   2,898

CASH FLOWS FROM INVESTING ACTIVITIES
 Net Decrease (Increase) in Temporary
  Investments                                  $  14,975  $ (6,865)  $  22,654
 Proceeds From Maturities of Securities     
  Held to Maturity                                 3,752      9,170     26,001
 Purchase of Securities Held to Maturity         (4,841)   (20,160)   (15,481)
 Proceeds From Sales of Securities
  Available for Sale                              62,126     35,615     18,648
 Proceeds From Maturities of Securities
  Available for Sale                              50,405     24,806     31,524
 Purchases of Securities Available for Sale     (38,039)   (79,749)   (68,224)
 Net Increase in Customer Loans                 (95,354)   (39,988)   (25,303)
 Proceeds From Sales of Foreclosed Properties        682        343      1,356
 Purchases of Premises and Equipment             (1,579)    (4,508)    (3,978)
 Proceeds From Sales of Premises and Equipment        21        448        88
   Net Cash Used In Investing Activities       $ (7,852)  $(80,888)  $(12,715)

CASH FLOWS FROM FINANCING ACTIVITIES
 Net Increase in Demand, NOW and Savings
  Accounts                                         2,706      9,506      1,491
 Net Increase in Time Deposits                     1,179     82,997      7,175
 Net (Decrease)Increase Short-term Debt          (7,060)    (3,970)      6,046
 Cash Dividends                                  (3,323)    (2,894)    (2,377)
 Purchase of Capital Stock                           (8)
 Proceeds from Long-term Borrowings                                      2,000
 Payments on Long-term Borrowings                           (1,900)      (100)
   Net Cash Provided by Financing Activities   $ (6,506)  $  83,739  $  14,235
   Net Increase In Cash and Due From Banks     $   (871)  $   9,482  $   4,418

</TABLE>

See Notes to Consolidated Financial Statements.



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)
<TABLE>
                                                    Years Ended December 31,
                                                   1996       1995       1994
<S>                                               <C>        <C>        <C>
CASH AND DUE FROM BANKS
  Beginning                                       28,957     19,475     15,057
  Ending                                        $ 28,086   $ 28,957   $ 19,475

Supplemental Disclosures of Cash Flow Information
  Cash Payments of Interest Paid:
  To Depositors                                  $ 25,277   $ 23,188  $ 19,565
  On Federal Funds Purchased and Securities
   Sold Under Agreements to Repurchase                570      3,723       670
  Income Taxes                                      2,972      2,634     3,229
  Cash Payment Made For Seven Branches
   Purchased in 1995:
    Cash and Due From Banks                                 $ 89,518
    Bank Premises and Equipment                                2,253
    Loans                                                     15,062
    Other Assets                                               9,866
    Deposits                                                 116,439
    Other Liabilities                                            260
          
  Supplemental Schedule of Noncash
   Investing and Financing Activities
   Other Real Estate Acquired in Settlement
    of Loans                                    $    497    $    934  $   903
   Net Change in Unrealized (Gain) Loss
    on Securities Available for Sale               2,033     (9,937)    9,298

</TABLE>

See Notes to Consolidated Financial Statements.



NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:  The Company through its banking affiliates
grants commercial, residential and installment loans to customers
located in southwest Virginia.  Although the loan portfolio is
diversified, a substantial portion of its debtors' abilities to
honor their contracts is dependent upon the coal and agribusiness
economic sectors.

Summary of the Company's significant accounting policies:

BASIS OF PRESENTATION:  The accounting and reporting policies of
the Company and its wholly-owned affiliates conform to generally
accepted accounting principles and general practices within the
banking industry.  During 1995, two of the banking affiliates of
the Company became National Banking Organizations.  The principle
regulatory agency for all banks is now the Office of the
Comptroller of the Currency.

Certain estimates and assumptions are required by management in
the preparation of the consolidated financial statements.  Actual
results could differ significantly from those estimates.  The
more significant estimates and assumptions that affect the
reporting of amounts in assets and liabilities at the balance
sheet date and the revenues and expenditures for the year are
those required in the determination of the allowance for possible
loan losses and the valuation of other real estate acquired in
foreclosure.  Management obtains independent appraisals for
significant properties in the determination of the allowance for
possible loan losses and the valuation of other real estate owned.

CONSOLIDATION:  The consolidated statements include accounts of
Premier and its affiliates.  All significant intercompany
balances and transactions have been eliminated.

RECLASSIFICATION:  Certain reclassifications have been made to
prior years' consolidated financial statements to place them on a
comparable basis with the current year.

CASH AND CASH EQUIVALENTS:  For purposes of reporting cash flows,
cash and due from banks includes cash on hand and amounts due
from banks including cash items in the process of clearing.  Cash
flows from loans originated by the affiliate banks, deposits, and
federal funds purchased and sold are reported net.  Temporary
investments include federal funds sold, trading securities, and
interestbearing deposits in banks.

The Company maintains amounts due from banks which, at times, may
exceed federally insured limits.  The Company has not experienced
any losses in such accounts.

TRUST ASSETS:  Assets held in a fiduciary capacity for affiliate
bank customers, other than cash on deposit at the affiliate
banks, are not included in the consolidated balance sheets since
they are not assets of the Company or its affiliate banks.


NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

SECURITIES:   Securities available for sale are those debt
securities that the Company intends to hold for an indefinite
period of time, but not necessarily to maturity.  Any decision to
sell a security classified as available for sale would be based on
various factors, including significant movements in interest
rates, changes in the maturity mix of the Company's assets and
liabilities, liquidity needs, regulatory capital considerations,
and other similar factors.  Securities available for sale are
carried at fair value.  Unrealized gains or losses are reported
as increases or decreases in stockholders' equity, net of the
related deferred tax effect.

Securities classified as held to maturity are those debt
securities the Company has both the intent and
ability to hold to maturity regardless of changes in market
conditions, liquidity needs or changes in general economic conditions.

Trading securities, which are generally held for the short term
in anticipation of market gains, are carried at fair value.  Realized
and unrealized gains and losses on trading account assets are included
in other income.  The Company does not classify any securities as
trading securities at this time.

Premiums and discounts on investments in debt securities are
amortized over their contractual lives.  The method of
amortization results in a constant effective yield on those
securities (the interest method).  Interest on debt securities is
recognized in income as accrued, and dividends on marketable
equity securities are recognized in income when declared.
Realized gains and losses, including losses from declines in
value of specific securities determined by management to be other-
than-temporary, are included in income.  Realized gains and
losses are determined on the basis of specific securities sold.

LOANS HELD FOR SALE:  Mortgage loans originated and intended for
sale in the secondary market are carried at the lower of cost or
estimated market value in the aggregate.  Net unrealized losses
are recognized through a valuation allowance by charges to
income.  The Financial Accounting Standards Board's Statement No.
122, Accounting for Mortgage Servicing Rights, generally requires
a Company that originates mortgage loans for sale on a secondary
mortgage market such as FNMA and retains the servicing rights,
shall allocate the total costs of the mortgage loans to the
mortgage servicing rights and the loans (without the mortgage
servicing rights) based on their relative fair values.  Any cost
allocated to mortgage servicing rights should be evaluated for
impairment based on their fair value.  The Company has not
adopted this Statement for the year ended December 31, 1996, as
there were no significant transactions involving servicing rights.

LOANS:  On January 1, 1995, the Company adopted Statement of
Financial Accounting Standard 114, Accounting by Creditors for
Impairment of a Loan.  Statement No. 114 has been amended by Statement
of Financial Accounting Standard No. 118, Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures.
Statement 114, as amended, requires that the impairment of loans that have
been separately identified for evaluation is to be measured based
on the present value of expected future cash flows or,
alternatively, the observable market price of the loans or the
fair value of the collateral.

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

However, for those loans that are collateral dependent (that is,
if repayment of those loans is expected to be provided solely by
the underlying collateral) and for which management has determined
foreclosure is probable, the measure of the impairment of those loans
is to be based on the fair value of the collateral.  Statement 114, as
amended, also requires certain disclosuresabout investments in
impaired loans and the allowance for possible loan losses and interest
income recognized on those loans.  The adoption of Statement 114 had
no effect on the consolidated financial statements.

Loans that management has the intent and ability to hold for the
foreseeable future or until maturity or pay-off are stated at the
amount of unpaid principal, reduced by unearned discount and fees
and cost and an allowance for possible loan losses.

The allowance for possible loan losses is increased through a
provision for possible loan losses charged to income, and
decreased by charge-offs, net of recoveries, when management
determines that collectability of all amounts when due is
unlikely.  The allowance is based on management's estimate of the
amount necessary to absorb losses on existing loans.
Management's estimate is based on a review of specific loans and,
for smaller balance homogeneous loans, on the Company's past loan
loss experience known and inherent risks in the entire loan
portfolio, overall portfolio quality, estimated fair value of any
underlying collateral, and current economic conditions that may
affect borrower's ability to pay.  For those loans that are
separately evaluated for collectability, when management
determines that it is probable that principal and interest on
those loans will not be collected according to their contractual
terms, the impairment of those loans is recognized in the
allowance account based on the fair value of the underlying
collateral, if collateral dependent, and on the present value of
expected future cash flows discounted at the loans' effective
rate where the loan is unsecured.  Cash collections on loans that
are impaired are credited to the loan receivable balance, and no
interest income is recognized on those loans until the principal
balance has been collected.

Unearned interest on discounted loans is amortized to income over
the life of the loans, using the sum-of-the-months digits (78ths)
method.  For all other loans, interest is accrued daily on the
outstanding balances. The methods collectively produce a result
that is not materially different from the level yield method.
Accrual of interest is generally discontinued when a loan becomes
90 days past due as to principal or interest.  Upon such
discontinuance, all unpaid accrued interest is reversed.
Management may elect to continue the accrual of interest if the
loan is well collateralized and in process of collection.

Charge-off, repossession or foreclosure is generally initiated at
120 days on all consumer loans.  The charge-off of commercial
loans is managed on a loan by loan basis after establishing the
ongoing status of the company and the strength of any guarantor
and collateral support.

A loan is considered impaired at the time that it is probable
that the bank will be unable to collect all amounts due, both
principal and interest, in accordance with the contractual terms
of the loan agreement.  The fair value of any collateral is used
to determine the value of secured impaired loans.  The discounted
cash flow method is used to determine the value of unsecured
impaired loans.

In making judgments about the probability that a loan is
impaired, a delay or shortfall (90 days or less) in payments
received does not require the application of these standards if
the bank expects to collect all amounts due, including


NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)

accrued interest at the contractual interest rate, for the period
of delay.  All loans classified as "doubtful" by internal or
external examiners are considered impaired.  All impaired loans
will be on nonaccrual as they no longer meet the definition of
being well secured and in the process of collection.  (A loan may
be on nonaccrual due to delays in collection caused by
bankruptcy, etc., but no loss is expected on the account due to
collateral or guarantor support and therefore the loan is not
considered impaired.)  The "doubtful" classification implies that
all collateral will not be liquidated and any deficit loan
balance charged off, generally within 120 (consumer) to 180 days
of being classified.

Loan commitment fees and certain direct loan costs are deferred
and the net amount amortized as an adjustment of the related
loan's yield.  The Company is generally amortizing these amounts
over the contractual life.

BANK PREMISES AND EQUIPMENT:  Bank premises and equipment are
stated at cost less accumulated depreciation.  Depreciation is
computed by the straight-line method over the following estimated
useful lives:
                         
                                   Years
Buildings                          10-50
Furniture and Equipment             5-10

Costs of ordinary maintenance and repairs are charged to expense
as incurred, while major improvements are capitalized.

OTHER REAL ESTATE OWNED:  Other real estate owned (OREO)
represents properties acquired through foreclosure or other
proceedings.  OREO is held for sale and is recorded at the lower
of the recorded amount of the loan or fair value of the
properties less estimated costs of disposal.  Any write-down to
fair value at the time of transfer to OREO is charged to the
allowance for possible loan losses.  Property is evaluated
regularly to ensure the recorded amount is supported by its
current fair value and valuation allowances to reduce the
carrying amount to fair value less estimated costs to dispose are
recorded as necessary.  Depreciation is recorded based on the
recorded amount of depreciable assets after they have been owned
for one year.  Depreciation and additions to or reductions from
valuation allowances are recorded in income.

INTANGIBLE ASSETS:  The excess of cost over net assets and
identifiable intangible assets, including deposit base
intangibles, of acquired businesses is amortized on a straight-
line method over the estimated periods benefited.  Included in
assets are net intangible assets of $11,532,000 and $10,916,000
at December 31, 1996 and 1995, respectively.  At December 31,
1996, intangible assets consisted primarily of $11,263,000 of
goodwill, $258,000 of building premiums and $11,000 of
unamortized organizational costs.

PENSION PLAN:  Generally, Premier and its affiliates fund pension
plan costs as incurred.

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)

STOCK-BASED COMPENSATION:  In October, 1995, the Financial
Accounting Standards Board, issued Statement No. 123, "Accounting
for Stock-Based Compensation," which is effective for fiscal
years beginning after December 31, 1995.  Statement No. 123
defines a fair value based method of accounting for stock-based
compensation.

Under the fair value method, compensation expense is measured
based upon the estimated value of the award as of the grant date
and is recognized over the service period.  Statement No. 123
provides companies with the option of accounting for stock-based
compensation under APB No. 25, "Accounting for Stock Issued to
Employees," or applying the provisions of Statement No. 25 in
accounting for stock-based compensation.  The disclosure requirements
of SFAS No. 123 require entities applying APB No. 25 to provide pro forma
disclosures of net income and earnings per share as if the fair
value method of accounting had been applied.  Premier has provided
these disclosures in Note 10.

INCOME TAXES:  Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit
carryforwards and deferred tax liabilities are recognized for
taxable temporary differences.  Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.  The operating results of the
Parent Company and its affiliates are included in a consolidated
federal income tax return.  Each affiliate pays its allocation of
federal income taxes to the Parent Company or receives payment
from the Parent Company to the extent that tax benefits are
realized.

EARNINGS PER SHARE:  Earnings per share are computed on the
weighted average number of shares outstanding.


NOTE 2 - BUSINESS COMBINATION

On December 16, 1996, Premier Bank-Central, N.A., a wholly owned
subsidiary bank of Premier Bankshares Corporation, acquired the
outstanding stock of Big Stone Gap Bank and Trust Company (BSG)
of Big Stone Gap, Virginia at $50.00 per share for an aggregate
amount of $4,328,500, utilizing the purchase method of
accounting.  BSG was then merged into Premier Bank-Central, N.A.
At date of acquisition, BSG reported total assets of $23,147,000,
total net loans of $8,392,000 and deposits of $20,585,000.  The
results of operations of BSG, which are not significant, have
been included in the consolidated results of operations from the
date of acquisition.  Goodwill and the core deposit intangible
amounting to $1,564,000 is being amortized on a straight-line
basis over twelve and one-half (12 1/2) years.


NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is
practicable to estimate that value.

CASH AND SHORT-TERM  INVESTMENTS:  For those short-term
instruments, the carrying amount is a reasonable estimate of fair
value.

SECURITIES:  The fair values of securities held for trading
purposes and marketable equity securities held for investment
purposes are based on quoted market prices or dealer quotes.  For
other securities held as investments, fair value equals quoted
market price, if available.  If a quoted market price is not
available, fair value is estimated using quoted market prices for
similar securities.

LOAN RECEIVABLES:  The fair value of loans is estimated by
discounting the future cash flows using the current rates at
which similar loans would be made to borrowers with similar
credit ratings and for the same remaining maturities.

DEPOSIT LIABILITIES:  The fair value of demand deposits, savings
accounts, and certain money market deposits is the amount payable
on demand at the reporting date.  The fair value of fixed-
maturity certificates of deposit is estimated using the rates
currently offered for deposits of similar remaining maturities.

SHORT-TERM DEBT:  The fair value of debt due on demand or with a
maturity of three months or less is the amount payable on demand
at the reporting date.

LONG-TERM DEBT:  Rates currently available to the Company for
debt with similar terms and remaining maturities are used to
estimate fair value of existing debt.

COMMITMENTS TO EXTEND CREDIT, STANDBY LETTERS OF CREDIT, AND
FINANCIAL GUARANTEES WRITTEN:  The fair value of commitments is
estimated using the fees currently charged to enter into similar
agreements, taking into account the remaining terms of the
agreements and the present creditworthiness of the
counterparties. For fixed-rate loan commitments, fair value also
considers the difference between current levels of interest rates
and the committed rates.  The fair value of guarantees and
letters of credit is based on fees currently charged for similar
agreements or on the estimated cost to terminate them or
otherwise settle the obligations with the counterparties at the
reporting date.


NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

The estimated fair values in thousands of dollars of the
Company's financial instruments at  December 31, 1996 and 1995
are as follows:

<TABLE>
 
                                      December 31, 1996     December 31, 1995
                                      Carrying     Fair     Carrying     Fair
                                       Amount     Value      Amount     Value
<S>                                     <C>       <C>        <C>        <C>
Financial Assets:
 Cash and Short-term Investments     $  37,216  $  37,216  $  53,062 $  53,062
 Securities                            191,095    197,821    267,531   268,197
 
Loans                                  497,928    494,645    405,999   412,492
 Less:  Allowance for Possible Loan
  Losses                                 5,713      5,713      5,430     5,430
     Net Loans                       $ 492,215  $ 488,932  $ 400,569 $ 407,062

Financial Liabilities:
  Deposits                           $ 665,798  $ 666,693  $ 661,913 $ 662,484
  Short-term Debt                       10,347     10,347     17,407    17,407
  Long-term Debt
  Unrecognized Financial Instruments:
   Standby Letters of Credit                        2,595                1,486
   Unused Commercial Line Commitments              29,554               20,427
   Revolving Home Equity Lines                      6,808                5,815
   Credit Card Lines                                7,289                5,852
   Other                                           10,548                7,327

</TABLE>


NOTE 4 - SECURITIES

In accordance with provisions of the Financial Accounting Standards
Board's Guide to Implementation of Statement 115, the Company on
December 15, 1995 transferred bonds with an amortized cost of
$66,408,000 and fair value of $66,605,000 from the held to
maturity category to available for sale.  This transition
increased stockholders' equity by $130,000 net after tax effect.

Carrying amounts and fair values of securities available for sale
as of December 31, 1996 and 1995 are summarized as follows:

<TABLE>
                                                Gross       Gross
                                  Amortized   Unrealized  Unrealized    Fair
                                    Cost        Gains       Losses      Value
                                                       1996
                                            (In Thousands of Dollars)
<S>                                 <C>            <C>       <C>        <C>
U.S. Treasury Securities         $   6,947    $      19  $       5   $   6,961
U.S. Government Agencies and 
 Corporations                       43,074            5        561      42,518
Obligations of States and 
 Political Subdivisions             42,590          809        156      43,243
Corporate Securities                 2,282            1          5       2,278
Mortgage-backed Securities          58,546           38      1,591      56,993
Marketable Equity Securities         2,281            7        171       2,117
Other Debt Securities                3,176           20                  3,196
                                 $ 158,896    $     899  $   2,489   $ 157,306
</TABLE>

<TABLE>
                                                 Gross       Gross
                                   Amortized   Unrealized  Unrealized   Fair
                                     Cost        Gains       Losses     Value
                                                       1995
                                            (In Thousands of Dollars)
<S>                                <C>             <C>         <C>    <C>  
U.S. Treasury Securities         $  10,492    $      62  $           $  10,554
U.S. Government Agencies 
 and Corporations                  107,857          471         425    107,903
Obligations of States and
 Political Subdivisions             52,022        1,355         128     53,249
Corporate Securities                13,700           97           5     13,792
Mortgage-backed Securities          46,084           46         693     45,437
Marketable Equity Securities         1,596            1         131      1,466
Other Debt Securities                1,794            1          13      1,782
                                 $ 233,545    $   2,033  $    1,395  $ 234,183

</TABLE>


NOTE 4 - SECURITIES  (continued)

Carrying amounts and fair values of securities being held to
maturity as of December 31, 1996 and 1995 are summarized as
follows:

<TABLE>
                                                 Gross       Gross
                                    Amortized  Unrealized  Unrealized  Fair
                                      Cost        Gains      Losses    Value
                                                        1996
                                             (In Thousands of Dollars)
<S>                                     <C>        <C>          <C>     <C>
U.S. Treasury Securities           $    100    $          $        2  $     98
U.S. Government Agencies and
 Corporations                         1,950           1           18     1,933
Obligations of States and            30,412         607          200    30,819
 Political Subdivisions
Other Debt Securities                 1,327          17            2     1,342
                                   $ 33,789    $    625    $     222  $ 34,192
</TABLE>

<TABLE>
                                                  Gross        Gross
                                     Amortized  Unrealized  Unrealized   Fair
                                       Cost       Gains       Losses    Value
                                                        1995
                                            (In Thousands of Dollars)
<S>                                  <C>           <C>          <C>    <C>
Obligations of States and           
 Political Subsdivisions           $ 33,282    $    844    $     178  $ 33,948
Other Debt Securities                    66                                 66
                                   $ 33,348    $    844    $     178  $ 34,014

</TABLE>

The amortized cost and fair value of securities available for sale
and held to maturity as of December 31, 1996 by contractual
maturity are shown below.  Maturities may differ from
contractual maturities in mortgage-backed securities because
the mortgages underlying the securities may be called or repaid
without any penalties.

<TABLE>

                                 Available For Sale        Held To Maturity
                                  Amortized   Fair        Carrying      Fair 
                                    Cost     Value         Amount      Value
                                         (In Thousands of Dollars)

<S>                               <C>       <C>           <C>      <C>
Due in One Year or Less         $  12,681 $  12,707     $     511 $     510
Due After One Year Through 
 Five Years                        56,191    56,053        13,861    14,052
Due After Five Years Through
 Ten Years                         53,960    53,195        17,675    17,857
Due after Ten Years                36,064    35,351         1,742     1,773
                                $ 158,896 $ 157,306      $ 33,789 $  34,192
</TABLE>

NOTE 4 - SECURITIES  (continued)

Gross gains and losses from sales of securities for the years
ending December 31, 1996, 1995 and 1994 are as follows:

<TABLE>
                                1996      1995      1994
                                (In Thousands of Dollars)
<S>                            <C>       <C>       <C>
Realized Gains               $    180  $   288   $   795
Realized Losses                 (552)    (446)     (153)
  Net Gains and (Losses)     $  (372)  $ (158)   $   642

</TABLE>


Securities with carrying values of $43,775,000, and $45,983,000
at December 31, 1996 and 1995, respectively, were pledged as
collateral on public deposits and for other purposes as required
or permitted by law.

NOTE 5 - LOANS

The composition of net loans is as follows:

<TABLE>

                                     December 31,
                                 1995           1996
                               (In Thousands of Dollars)
<S>                              <C>            <C>
Commercial, Financial,          
and Agricultural               $ 159,572      $ 132,601
Real Estate-construction          17,321         12,393
Real Estate-mortgage             219,342        165,900
Loans to Individuals              99,807         97,554
Other                              6,316          2,937
                               $ 502,358      $ 411,385
Deduct:
 Unearned discount 
  and net loan fees                4,430          5,386
 Allowance for
  possible loan losses             5,713          5,430
                               $ 492,215      $ 400,569

</TABLE>

Nonperforming assets consist of the following:

<TABLE>

                                            December 31,
                                   1996          1995         1994
                                      (In Thousands of Dollars)
<S>                                <C>           <C>          <C>
Nonaccrual Loans                $    888      $  1,925      $ 3,018
Restructured Loans                 1,078           714        1,172
  Nonperforming Loans           $  1,966      $  2,639      $ 4,190
Foreclosed Properties                718           881          677
  Nonperforming Assets          $  2,684      $  3,520      $ 4,867

</TABLE>


There were no commitments to lend additional funds to customers whose loans 
were classified as nonperforming at December 31, 1996 and 1995.  The following
table shows the pro forma interest that would have been earned on nonaccrual 
loans and restructured loans if they had been current in accordance with their
original terms and the recorded interest that was included in income on these
loans:

<TABLE>
                                       Years Ended December 31,
                                    1996         1995       1994
                                      (In Thousands of Dollars)
<S>                                 <C>           <C>        <C>
Interest Earned                 $    212      $    150     $  269
Interest That Would                  325           286        463
Have Been Earned
  Interest Lost                 $    113      $    136     $  194
Loss Per Common Share           $   0.02      $   0.02     $ 0.03

</TABLE>

NOTE 5 - LOANS (continued)

Changes in the allowance for possible loan losses are as follows:

<TABLE>
                                     Years Ended December 31,
                                   1996          1995        1994
                                      (In Thousands of Dollars)
<S>                                <C>           <C>         <C>
Balance, Beginning              $  5,430      $  5,844    $  5,227
  Provision Charged to
    Operating Expenses               880           315       1,144
  Changes Incident to Merger         150
  Recoveries of Amounts Charged Off  323           314         445
                                $  6,783      $  6,473    $  6,816
  Amounts Charged Off              1,070         1,043         972
Balance, Ending                 $  5,713      $  5,430    $  5,844

</TABLE>

Information about impaired loans as of and for the year ended December 31,
1996 and 1995 is as follows:

<TABLE>

                                   1996          1995
                               (In Thousands of Dollars)
<S>                                 <C>          <C>
Loans receivable for
 which there is a related
 allowance for loan losses       $    928      $   669
Loans receivable for which
 there is no related allowance
 for loan losses                      639        1,929
Total impaired loans                1,567        2,598
Related allowance for
  possible loan losses           $    457      $   175
Average balance (based
on month-end-balances)           $  2,070      $ 3,415
Interest income recognized       $    119      $   146

</TABLE>

The Company has sold, without recourse, $23,456,000 and $25,787,000 in 
one-to-four family residential real estate loans at December 31, 1996 and 1995,
respectively on the secondary mortgage loan market. There were no outstanding
commitments to fund additional loans to a secondary market maker.

NOTE 6 - BANK PREMISES AND EQUIPMENT

The major classes of bank premises and equipment and the total accumulated 
depreciation are as follows:

<TABLE>

                                       December 31,
                                   1996           1995
                                (In Thousands of Dollars)

<S>                               <C>            <C>
Land                            $  3,379       $  2,734
Buildings and Improvements        13,089         13,207
Furniture and Equipment           10,796         10,291
                                $ 27,264       $ 26,232
Less Accumulated Depreciation      9,781          8,990
                                $ 17,483       $ 17,242
</TABLE>

NOTE 7 - SHORT-TERM DEBT

Short-term debt and weighted average interest rates at December 31, 1996 and 
1995, and the maximum amount outstanding at any month-end during the year 
are summarized as follows:

<TABLE>
                                    December 31, 1996
                             Year-End                      Maximum
                    Amount   Weighted   Average           Outstading
                     Out-     Average    Out-     Average   at any
                   standing    Rate     standing    Rate   Month-End
                            (In Thousands of Dollars)

<S>                 <C>        <C>       <C>       <C>      <C>
Federal Funds
 Purchased and
 Securities
 Sold Under
 Agreements to
 Repurchase      $  10,347     4.25%  $  12,324    4.56%  $ 21,404
Other Short-term
 Borrowings                                  38    6.95%       150
                 $  10,347     4.25%  $  12,362    4.57%  $ 21,554

</TABLE>


<TABLE>
                                       December 31, 1995
                             Year End                     Maximum
                     Amount  Weighted  Average           Outstading
                      Out-    Average    Out-   Average    at any
                    standing   Rate    standing   Rate    Month End
                                  (In Thousands of Dollars)

<S>                   <C>      <C>       <C>      <C>      <C>
Federal Funds
 Purchased and
 Securities Sold
 Under Agreements
 to Repurchase   $    17,407   5.0%   $  15,402   5.69%  $ 23,688
                 $    17,407   5.0%   $  15,402   5.69%  $ 23,688

</TABLE>

Federal funds purchased include reserves at the Federal Reserve or 
correspondent bank purchased on a daily basis to satisfy reserve requirements.
Securities sold under repurchase agreements mature daily or on demand.  At 
December 31, 1996, Premier had an unused demand line of credit of $500,000.
Premier's affiliated banks collectively had $80,000,000 of unused lines of 
credit with the Federal Home Loan Bank of Atlanta.


NOTE 8 - INCOME TAXES

Net deferred tax assets consist of the following components:

<TABLE>

                                            December 31,
                                        1996           1995
                                     (In Thousands of Dollars)
<S>                                     <C>            <C>
Deferred Tax Assets:
 Securities Available for Sale      $   516         $
 Allowance for Possible Loan Losses   1,890            1,517
 Deferred Compensation Plans            681              643
 Net Operating Loss Carryforwards       178              235
 Permanent Decline in Securities        280              111
 Deferred Loan Fees, Net                107               93
 Capital Loss Carryforwards                               35
 Investment Tax Credit Carryforwards                      31
 Other                                   24               37 
                                    $ 3,707            2,702
Valuation Allowance                      31               66 
                                    $ 3,676          $ 2,636 

Deferred Tax Liabilities:
 Goodwill                           $    22
 Securities Available for Sale                       $   238
 Bank Premises and Equipment            968              885
 Accretion of Discounts, Net             39              243
                                    $ 1,029          $ 1,366 
                                    $ 2,647          $ 1,270

</TABLE>


NOTE 8 - INCOME TAXES (continued)

The components of consolidated income tax expense are as follows:

<TABLE>

                             Years Ended December 31,
                            1996        1995        1994 
                             (In Thousands of Dollars)
<S>                         <C>         <C>         <C>
Current Payable          $  3,890    $  2,964     $ 3,063
Deferred (Prepaid)          (623)           3        (39)
                         $  3,267    $  2,967     $ 3,024
</TABLE>

A reconciliation of the expected income tax expense computed at 34% to the
income tax expense included in the consolidated statement of income is 
as follows:


<TABLE>

                                    Years Ended December 31,
                                 1996         1995        1994
                                   (In Thousands of Dollars)
<S>                              <C>          <C>         <C>
Computed Expected Tax Expense  $   4,562    $   4,141   $   4,090
Tax-exempt Interest              (1,466)      (1,380)     (1,346) 
Disallowed Interest Expense to
 Carry Tax-exempt Obligations        152          154         138
Utilization of Tax-loss Carryforward
Tax Effect of Timing Differences Recognized
Other, Net                            19           52         142 
                               $   3,267    $   2,967   $   3,024

</TABLE>


At December 31, 1996, the Company had net operating loss carryforwards of 
$523,992 expiring in the year ending 2004.  The net operating loss deduction 
is limited to $166,857 per year, to be utilized against the earnings of an 
affiliated bank as defined by Internal Revenue Code Section 382.


NOTE 9 - STOCKHOLDERS' EQUITY

Premier dividend payments are made from dividends received from affiliates 
which amounted to $4,700,000,  $11,044,000, and $3,004,000 at December 31, 1996,
1995, and 1994, respectively.

Under applicable federal law, the Comptroller of the Currency restricts total
dividend payments in any calendar year to net profits of that year, as defined,
combined with retained net profits for the two preceding years.  At 
December 31, 1996, retained net profits, free of such restriction, amounted to
$12,847,000.   Notwithstanding the aforementioned amounts available for 
dividends, there is a further restriction that each bank must meet prescribed
levels of capital.

Legal lending limits on loans to Premier (Parent) are governed by Federal 
Reserve Act 23A, and differ from legal lending limits on loans to external 
customers.  Generally, a bank may lend up to 10% of its capital and surplus 
to its Parent, if the loan is secured. If collateral is in the form of stocks,
bonds, debentures or similar obligations, it must have a market value when the 
loan is made of at least 20% more than the amount of the loan, and if 
obligations of a state or political subdivision or agency thereof, it must 
have a market value of at least 10% more than the amount of the loan.  If such
loans are secured by obligations of the United States or agencies thereof, or 
by notes, drafts, bills of exchange or bankers' acceptances eligible for 
rediscount or purchase by a Federal Reserve Bank, requirements for collateral 
in excess of loan amount do not apply.  If collateral is in the form of other
real or personal property, it must have a market value when the loan is made 
of at least 30% more than the amount of the loan.  Under this definition, 
combined legal lending limit for Premier banks on loans to Parent is $7,712,000
at December 31, 1996.  There was deemed to exist between the Parent and an 
affiliate bank at December 31, 1996 a 23A transaction in the amount 
of $1,433,000.

Substantially all retained earnings of the Parent are represented by 
undistributed earnings of the affiliates.

Earnings per share are computed on weighted average number of shares 
outstanding of 6,650,083, for each of the years in the three-year period ended
December 31, 1996.

On December 14, 1995, the Company declared a four-for-three stock split to 
shareholders of record at the same date.  All per share data has been restated
to account for this stock split.

Federal regulatory agencies have adopted various capital standards for 
financial institutions, including risk-based capital standards. The primary 
objectives of comparing capital positions of financial institutions are to 
take into account the different risks among financial institutions' assets 
and off-balance-sheet items.

Risk-based capital standards have been supplemented with requirements for a 
minimum leverage ratio.  The leverage ratio is the Company's Tier I Capital 
divided by the amount of the Company's total assets as reported on the balance
sheet.  In addition, the regulatory agencies consider the published capital
levels as minimum levels and may require a Financial Institution to maintain 
capital at higher levels.

NOTE 9 - STOCKHOLDERS' EQUITY (continued)

A comparison of the Company's capital as of December 31, 1996 with the 
minimum requirements for well capitalized and adequately capitalized 
institutions is presented below.

<TABLE>

                                   Minimum Requirements

                                        Well        Adequately
                             Actual  Capitalized    Capitalized
<S>                           <C>       <C>         <C>
Tier I Risk-based Capital     13.88%     6.00%      4.00%
Total Risk-based Capital      15.04%    10.00%      8.00%
Leverage Ratio                 9.20%     5.00%      4.00%
Tangible Equity                9.20%     2.00%      2.00%

</TABLE>

NOTE 10 - EMPLOYEE BENEFIT PLANS

A discretionary profit sharing plan and a defined contribution retirement 
plan are maintained for employees.  Total expenses (funded as accrued) related
to these plans were $1,034,000, $817,000 and $814,000 for the years ended 
December 31, 1996, 1995 and 1994, respectively.  Except for an annual ten 
percent of participants' eligible compensation minimum funding requirement in
the defined contribution plan, there are no other liabilities or commitments 
for any of these plans.

Deferred compensation plans exist for selected directors and officers of all 
affiliated banks.  Under plan provisions, certain directors and officers 
entered agreements with the banks which required annual payments for ten 
years certain, beginning at age 65 or at death.  Participants have agreed to
waive certain future compensation to reduce overall plan costs.  Another plan
available to certain officers of one affiliate bank provides for annual 
payments for fifteen years certain.  Payments on this later plan begin upon 
retirement with certain reductions of benefits in the event of preretirement 
death.

Lives of participants of all plans have been insured for amounts that will 
partially discharge these obligations.  These policies had cash surrender 
values of $1,115,000 and $1,061,000 at December 31, 1996 and 1995, 
respectively, which are reflected in other assets.

At December 31, 1996 and 1995, $2,002,000 and $1,891,000, respectively, had 
been accrued under these contracts.  This liability and related deferred 
income tax charges of $681,000 and $643,000 arising from nondeductibility of 
deferred compensation for income tax purposes until paid, are reflected
in the financial statements.

The increase in estimated present values of future benefits under these plans
is charged to operations annually and amounted to $211,000, $239,000 and 
$233,000 for the years ended December 31, 1996, 1995 and 1994, respectively.


NOTE 10 - EMPLOYEE BENEFIT PLANS (continued)

Premier's Long-Term Incentive Plan (The "Plan" ) was approved by the 
shareholders on April 20, 1995.  The Plan administered by the Personnel 
Committee of the Board of Directors, (the "Committee"), provided for the 
grant of incentive and non-qualified options, stock appreciation rights 
(SAR's) which may or may not be granted in tandem with stock options, limited
stock appreciation rights, restricted stock awards and performance shares and
performance units.

All options and SAR's are granted at not less than 100% of the fair market 
value of the Common Stock at date of grant except that up to 25% of the 
shares may be granted in the form of non-qualified stock options priced at 
no less than 50% of the fair market value of the Common Stock on the date of 
grant.  All options and SAR's are exercisable no sooner than six months nor
more than ten years.  All options vest one-third per year for each of the 
first three years after grant.  SAR's entitle the holder to receive cash, 
shares, other property, or any combination thereof, representing the excess of
the Fair Market Value of one share over the grant price.

Limited Stock Appreciation Rights are SAR's that can only be exercised in the 
event of a change in control and only for a period of seven months following 
the date of a change in control.

The Plan permits the Committee to award restricted stock to key employees of 
the Corporation (without payment of consideration by the participant) with 
such terms, conditions, restrictions or limitations as the Committee deems 
appropriate.  While the restrictions are in effect, the Committee may permit a
participant the right to vote shares and the right to receive any dividends. 
Restricted stock awards may be evidenced by stock certificates, book-entry 
registrations or in such other manner as the committee determines.

The Plan permits the Committee to grant performance shares and performance 
units to key employees, which will entitle the participant to convert the 
performance shares or performance units into shares of Common Stock or into 
cash or into a combination thereof, as determined by the Committee if pre-
determined performance targets or goals are met.  Performance goals will 
include one or more of the following:  deposit growth, asset quality, net 
earnings, operating income, cash flow, return on equity, return on capital 
employed, return on assets, and total stockholder return.  Award payments 
made in cash rather than by the issuance of shares shall not result in
additional shares being available for reissuance under the Plan.


NOTE 10 - EMPLOYEE BENEFIT PLANS (continued)

Grants under the above described plans are accounted for following APB 
Opinion No. 25 and related Interpretations.  Accordingly, no compensation 
cost has been recognized for grants under the "The Plan."  Compensation cost 
charged to income during 1996 for options exercised during 1996 amounted
to $6,197.  Had compensation cost for "The Plan" been determined based on the 
grant date fair values of awards (the method described in FASB Statement 
No. 123), reported net income and earnings per common share would have been 
reduced to the pro forma amounts shown below:

<TABLE>

                             1996            1995
<S>                          <C>             <C>
Net Income:
 As reported               $ 10,151        $ 9,211
 Pro Forma                    9,689          8,915

Primary Earnings Per Share:
 As reported               $   1.53        $  1.39
 Pro Forma                     1.46           1.34

Fully Diluted Earnings 
 Per Share:
  As reported              $   1.51        $  1.38
  Pro Forma                    1.44           1.34

</TABLE>

The pro forma effects of applying Statement No. 123 are not
indicative of future amounts since, among other reasons, the
pro forma requirements of the Statement have been applied only
to options granted after January 1, 1995.


NOTE 10 - EMPLOYEE BENEFIT PLANS (continued)

The fair value of "The Plan" is estimated at the grant date
using the Black-Scholes option-pricing model with the following
weighted average assumptions for grants in 1996 and 1995,
respectively: dividend yield of 2.02% for all years; price
volatility of 40.24% and risk-free interest rate of 5.43%.

The following is a summary of changes in options outstanding:

<TABLE>
  
                                   1996                 1995
                                 Weighted             Weighted
                                 Average              Average
                                 Exercise             Exercise
                       Shares     Price        Shares   Price
<S>                    <C>        <C>          <C>       <C>     
Outstanding at
 beginning of year      41,717   $12.56                 $
Granted                 47,680    16.00        41,717    12.56
Exercised                (871)    12.56
Expired                (1,829)    12.56
Outstanding at
 end of Year            86,697   $14.45        41,717   $12.56

Exercisable at
 end of year            13,006
Weighted-average fair
 value per option of 
 options granted during
 the year              $  7.75                $  7.94

</TABLE>

A further summary about "The Plan" options outstanding at December 31, 1996
is as follows:

<TABLE>

                          Options Outstanding           Options Exercisable
                                     Weighted-
                                      Average    Weighted-            Weighted
                                     Remaining    Average              Average
                            Number  Contractual  Exercise     Number  Exercise
Range of Exercise Prices  Outstanding   Life       Price   Outstanding  Price
<S>                         <C>       <C>         <C>         <C>      <C> 
$12.563                     39,017    9 years    $ 12.563     13,006  $12.60
$15.375 to $18.25           47,680    10 years   $ 16.00
$12.563 to $18.25           86,697    9.55 years $ 14.45      13,006  $12.60

</TABLE>

NOTE 11- LEASE OBLIGATION

In the normal course of business, affiliates have entered into
operating leases for premises and equipment.  Operating lease
expense for  the years ended December 31, 1996, 1995 and 1994
was $56,000, $35,000, and $27,000, respectively.  At December
31, 1996, Premier and its affiliates were not obligated under
longterm operating or capital leases.

NOTE 12 - OTHER INFORMATION

The principal components of other income and other expenses in
the consolidated statements of income are:

<TABLE>
                                        Years Ended December 31,
                                     1996         1995        1994
                                       (In Thousands of Dollars)
<S>                                  <C>          <C>         <C>
Other Income (Includes no items
 in excess of 1% of total revenue  $   449      $   271     $   297

Other Expense
 Data Processing Fees              $   984      $   979     $   622
 Amortization of Goodwill              925          653         288
 FDIC Assessment                         6          691       1,279
 Other (Includes no items in 
  excess of 1% of total revenue      6,485        6,074       5,219
                                   $ 8,400      $ 8,397     $ 7,408
</TABLE>

NOTE 13 - COMMITMENTS AND CONTINGENT LIABILITIES

Financial Instruments With Off-balance-sheet Risk:  The Company is a 
party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers.  
These financial instruments include commitments to extend credit, 
standby letters of credit and revolving home equity lines.

These instruments involve, to varying degrees, elements of credit risk 
in excess of the amount recognized in the consolidated balance sheets.  
The contractual amounts of these instruments reflect the extent of Company 
involvement in particular classes of financial instruments.

The Company's exposure to credit loss in the event of nonperformance by the 
other party to the financial instrument for commitments to extend credit and 
standby letters of credit is represented by the contractual amount of those


NOTE 13 - COMMITMENTS AND CONTINGENT LIABILITIES (continued)

instruments.  The Company uses the same credit policies in making commitments
and conditional obligations as it does for on-balance sheet instruments.

Unless noted otherwise, the Company requires that off-balance sheet financial
instruments be collateralized by real estate.

<TABLE>

                                                 Contractual Amounts
                                                    at December 31,
                                                  1996          1995
                                              (In Thousands of Dollars)
<S>                                               <C>           <C>
Financial instruments whose contract amounts
 represent credit risk:
 Standby Letters of Credit                      $  2,595      $  1,547
 Unused Commercial Line Commitments               29,554        21,260
 Revolving Home Equity Lines                       6,808         6,052
 Credit Card Lines                                 7,289         6,091
 Other                                            10,548         7,626

</TABLE>

Commitments to extend credit are agreements to lend to a customer as long as 
there in no violation of any condition established in the contract.  
Commitments generally have fixed expiration dates or other termination 
clauses and may require payment of a fee. Since many of the commitments are 
expected to expire without being used, the total commitment amounts do not
necessarily represent future cash requirements.  The Company evaluates each
customer's credit worthiness on a case-by-case basis.  The amount of 
collateral obtained, if deemed necessary by the Company upon extension of 
credit, is based on management's credit evaluation. Collateral held varies 
but may include accounts receivable, inventory, property, plant, and equipment,
and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the Company 
to guarantee the performance of a customer to a third party.  Those guarantees
are primarily issued to support public and private borrowing arrangements, 
including commercial paper, bond financing, and similar transactions.  The 
credit risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers. Collateral 
held varies as specified above and is required in instances the Company deems
necessary.

Contingencies:  In the normal course of business, the Company is involved in 
various legal proceedings.  In the opinion of management, any liability 
resulting from such proceedings would not have a material adverse effect on 
the Company's consolidated financial statements.


NOTE 14 - TRANSACTIONS WITH RELATED PARTIES

The Company's affiliated banks conducts banking transactions in the ordinary 
course of business with directors, principal officers, their immediate 
families and affiliated companies in which they are principal stockholders 
(commonly referred to as related parties), all of which have been, in the 
opinion of management, on the same terms, including interest rates and 
collateral, as those prevailing at the time for comparable transactions with 
others.

Aggregate loan transactions with related parties were as follows:

<TABLE>

                                  Years Ended December 31,
                                   1996            1995
                                 (In Thousands of Dollars)
<S>                                <C>             <C>
Balance, Beginning              $    7,510      $    9,410
New Loans                            9,412           5,354
Repayments                          (9,647)         (5,470)
Relationship Changes                   231         (1,784)
Balance, Ending                 $    7,506      $    7,510
</TABLE>

NOTE 15 - RESTRICTIONS ON CASH AND DUE FROM BANKS

To comply with banking regulations, the banks are required to maintain 
certain average cash reserve balances.  The daily average cash reserve 
requirement was approximately $5,772,000 and $3,703,000 for the two-week 
period including  December 31, 1996 and 1995, respectively.

NOTE 16- PENDING MERGER

On October 29, 1996, the Company announced plans to merge with First Virginia
Banks, Inc.  Under the agreement, shareholders of Premier will receive 0.545 
shares of First Virginia stock for each of the 6,650,083 outstanding shares 
of Premier.  The agreement is subject to approval by the Securities Exchange 
Commission, Bank Regulators and Premier's stockholders.

As an inducement and a condition of First Virginia entering into the 
Affiliation Agreement, Premier and First Virginia entered into a stock option
agreement (the "Option Agreement") pursuant to which Premier granted First
Virginia an option (the "Option") entitling it to purchase up to 1,323,350 
shares (representing 19.9% of shares issued and outstanding before giving
effect to the exercise of such Option) of Premier Common Stock under the 
circumstance described below, at a cash price per share equal to $20.00,
subject to possible adjustment in certain circumstances.  The Option may be
exercised in whole or in part.


NOTE 17 - UNAUDITED INTERIM FINANCIAL INFORMATION

The following unaudited data includes, in the opinion of management, all 
adjustments (consisting only of normal, recurring accruals) necessary to 
present fairly the results of operations for such periods:

<TABLE>

                                               1996
                                        Three Months Ended
                      March 31,     June 30,     September 30,     December 31,
                          (In Thousands of Dollars Except Per Share Data)
<S>                   <C>           <C>          <C>               <C>
Interest Income     $ 14,192      $ 14,217     $ 14,366          $ 14,319
Interest Expense       6,711         6,496        6,298             6,164
Provision for Possible
 Loan Losses              35           115          225               505
Securities Gains
 (Losses)               (34)         (101)         (66)             (171)
Other Income           1,349         1,318        1,355             1,417
Other Expense          5,418         5,253        5,446             6,077
Income Before Tax
 Expense            $  3,343      $  3,570     $  3,686          $  2,819
Income Tax Expense       840           920          986               521
Net Income          $  2,503      $  2,650     $  2,700          $  2,298
Net Income Per Share$   0.38      $   0.39     $   0.41          $   0.35


</TABLE>

<TABLE>

                                              1995
                                       Three Months Ended
                      March 31,     June 30,     September 30,     December 31,
                           (In Thousands of Dollars Except Per Share Data)
<S>                   <C>           <C>          <C>               <C>
Interest Income      $12,199       $13,038      $14,281           $14,125
Interest Expense       5,294         6,071        6,856             6,802
Provision for Possible
 Loan Losses             188           127
Securities Gains
 (Losses)               (40)         (113)           49              (54)
Other Income           1,051         1,115        1,255             1,192
Other Expense          4,818         5,177        5,404             5,183
Income Before Tax 
 Expense             $ 2,910       $ 2,665      $ 3,325           $ 3,278
Income Tax Expense       708           677          857               725
Net Income           $ 2,202       $ 1,988      $ 2,468           $ 2,553
Net Income Per Share $  0.33       $  0.30      $  0.37           $  0.39

</TABLE>

NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION

Condensed financial information of Premier Bankshares Corporation 
(Parent Company) is presented below:

<TABLE>
                                                          December 31,
                                                    1996               1995
                                                   (In Thousands of Dollars)
<S>                                                 <C>                <C>
Assets
 Cash and Noninterest Bearing Deposits in Banks   $    162           $    122
 Interest-bearing Deposits in Banks                     55                 53
 Investments                                           691                 61
 Investments in Affiliated Banks, at Equity         77,426             71,873
 Premises and Equipment, Net                         2,814              2,953
 Other Assets                                          186                201
 Intangibles                                                              879
                                                  $ 81,334           $ 76,142
Liabilities
 Accounts Payable and Accrued Liabilities         $  1,336           $    936
 Long-term Debt                                      1,433              1,983
                                                  $  2,769           $  2,919

Stockholders' Equity
 Common Stock                                     $ 13,300           $ 13,300
 Capital Surplus                                    18,696             18,704
 Retained Earnings                                  47,646             40,818
 Net Unrealized Gain (Loss) on Securities
  Available For Sale                               (1,077)                401
                                                  $ 78,565           $ 73,223
                                                  $ 81,334           $ 76,142
</TABLE>


NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION (continued)


Statements of Income

<TABLE>

                                          Years Ended December 31,
                                      1996          1995          1994
                                         (In Thousands of Dollars)
<S>                                   <C>           <C>           <C>
Income
 Dividends from Banking Affiliates  $  4,700      $ 11,044      $ 3,004
 Service Fees                          2,321         1,728          273
 Other Dividends                           1
 Interest                                 27             9            5
                                    $  7,049      $ 12,781      $ 3,282
Expenses
 Salaries and Employee Benefits     $  1,494      $  1,086      $   737
 Interest on Short-term Debt               3           145            1
 Interest on Long-term Debt              133           151           39
 Equipment Rentals, Depreciation
  and Maintenance                        297           234          112
 Professional Fees                       331           425          675
 Postage                                 316           247           12
 Courier                                 234           156
 Data Processing                          99           108           27
 Amortization of Goodwill and 
  Other Intangibles                       57           173          173
 Other                                   490           420          235
                                    $  3,454      $  3,145      $ 2,011

Income Before Income Tax Benefit
 and Equity in Undistributed 
 Income of Affiliates               $  3,595      $  9,636      $ 1,271
Federal Income Tax Benefit               344           321          499
Income Before Equity in
 Undistributed Income of Affiliates $  3,939      $  9,957      $ 1,770
Equity in Undistributed
 Income of Affiliates                  6,212         (746)        7,236
Net Income                          $ 10,151      $  9,211      $ 9,006

</TABLE>


NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION  (continued)


Statements of Cash Flows

<TABLE>

                                                Years Ended December 31,
                                            1996          1995          1994
                                               (In Thousands of Dollars)
<S>                                         <C>           <C>           <C>
Cash Flows From Operating Activities
 Net Income                               $ 10,151      $  9,211      $  9,006
 Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating 
  Activities:
   Depreciation of Premises and Equipment      192           185            80
   Deferred Tax Assets (Liabilities)           (7)         (100)            93
   Amortization of Intangibles                  57           173           173
   Decrease (Increase) in Equity in 
    Undistributed Income of Affiliates     (6,212)           746        (7,236)
   Decrease (Increase) in Other Assets          25           148          (149)
   (Decrease) Increase In Accounts 
    Payable and Accrued Liabilities            400         (346)           610
   Net Cash Provided By Operating 
      Activities                             4,606        10,017         2,577
Cash Flows From Investing Activities
 Net Increase in Temporary Investments    $    (2)      $    (2)      $    (51)
 Purchase Of Investment Security             (769)          (61)          (200)
 Sale of Investment Security                   139           200
 Repayment of Loan Receivable
  From Affiliate                             (550)                       1,041
 Advance of Loan Receivable
  From Affiliate                                           1,983
 Investment in Affiliates                                (7,600)            70
 Net Decrease In Customer Loan                                38            17
 Premises and Equipment Expenditures          (53)         (149)        (2,852)
   Net Cash Provided By (Used In) 
    Investing Activity                    $(1,235)      $(5,591)      $ (1,975)
Cash Flows From Financing Activities
 Increase (Decrease) in Short-term Debt   $             $  (200)      $    140
 Issuance of Long-term Debt                                              2,000
 Repayment of Long-term Debt                             (1,900)          (100)
 Purchase of Capital Stock                     (8)
 Cash Dividends                            (3,323)       (2,894)        (2,377)
   Net Cash Used in Financing Activities  $(3,331)      $(4,994)      $   (337)
   Net Increase (Decrease) in Cash and 
    Due from Banks                        $     40      $  (568)      $    265
Cash and Due from Banks
 Beginning                                     122           690           425
 Ending                                   $    162      $    122      $    690

</TABLE>


Premier Bankshares Corporation

Directors
James H. Addington - President, Addington Oil Company, Inc.
Donald Baker - Retired-Coal Mining; Mayor, Town of Clintwood, VA 
Robert Brittain - Real Estate Developer
Jack P. Chambers - Former President & CEO, Premier Bankshares Corporation
Harris Hart, II - Partner in Law Firm of Gillespie,Hart,Altizer & Whitesell,P.C.
                  Chairman, Premier Bank, N.A.
Charles C. Henley - Former President of the Bank of Speedwell
Gene H. James - Farming; Chairman, Premier Bank - South, N.A.
Robert C. James - Real Estate Broker and Developer
John A. Johnston - Consultant, Educational Administration
N. Stanley King, Sr. - Real Estate Broker, Farming
George R. Smith, Jr. - Physician; Chairman, Premier Trust Company 
James R. Wheeling - President & CEO, Premier Bankshares Corporation

Officers
Harris Hart, II, Chairman of the Board
James R. Wheeling, President & Chief Executive Officer
J. Robert Buchanan, Senior Vice President & Treasurer 
E. Stephen Lilly, Vice President/Operations
Ellen Simpson, Secretary

Other Personnel
Gerry Bandy, Operations Manager
Charlotte Gilmer, Loan Review Manager
Pamela Meade, Human Resources & Marketing Manager 
Joyce Mundy, Credit Card Manager
Mary Louise Peery, Secondary Market Mortgage Manager 
Janice Lutz, Investor Relations Coordinator
C. Todd Asbury, Accounting Supervisor

Main Office
P. O. Box 1199
29 College Drive
Bluefield, VA  24605
(540) 322-2242



Premier Bank - South, N.A.

Gene H. James, Chairman
Jerry L. Ocheltree,President & CEO   Main Office          Directors
                                     Main Street          Thomas M. Dunkenberger
                                     Drawer 540           Charles C. Henley
(In Thousands of Dollars)            Wytheville, VA 24382 Thomas G. Hodges
Assets                     $239,952  (540) 228-5464       Gene H. James
Deposits                    204,725                       Robert C. James
Loans(Net)                  165,169  Other Offices        John A. Johnston
Stockholders' Equity         23,633  E. Main, Wytheville  N. Stanley King, Sr.
Interest Income             189,799  Christiansburg       Charles C. Lacy
Interest Expense              8,442  Dublin               David F. Long
Provision for Loan Lossess      455  Fort Chiswell        Jerry L. Ocheltree
Other Income                  1,770  Fries                
Other Expenses                6,413  Galax                Executive Officers
Securities Gains                 32  Independence         Thomas A. Bralley, Jr.
Net Income Before Taxes       5,291  Pulaski               Vice President
Net Income After Taxes        3,725  Rural Retreat        Jim Grubbs, Vice 
                                     Salem                 President
                                     Shawsville           John D. Kelly, Vice
                                     Speedwell             President



Premier Bank, N.A.

Harris Hart, II,Chairman  
Charles C. Paschall, President & CEO Main Office          Directors
                                     Hillsboro Drive      Kenneth E. Anselmi
                                     P. O. Box 909        G. Frank Barnes
(In Thousands of Dollars)            Tazewell, VA  24651  Bernard A. Beavers
Assets                     $199,920  (540) 988-7511       James B. Boyd
Deposits                    174,304                       Robert B. Brittain
Loans(Net)                  106,705  Other Offices        Jack P. Chambers
Stockholders' Equity         23,200  Bluefield            William A. Gillespie
Interest Income              14,498  Cedar Bluff          Harris Hart, II
Interest Expense              6,375  Claypool Hill        Eugene Hurst, Jr.
Provision for Loan Losses       145  Main Street-Tazewell Charles R. King
Other Income                  1,033  Pocahontas           B. J. Nassif
Other Expenses                5,032  Raven                Charles C. Paschall
Securities Gains              (447)  Richlands            M. O. Warner
Net Income Before Taxes       3,532  Riverjack-North Tazewell
Net Income After Taxes        3,017                       Executive Officers
                                                          S. Gregory Compton,
                                                           Vice President
                                                          Cameron Forrester,
                                                           Vice President
                                                          Betty Hodge,
                                                           Vice President



Premier Trust Company

Directors
J. Robert Buchanan
Harris Hart, II
Gene H. James
Jackson E. Reasor
George R. Smith, Jr.
James R. Wheeling

Officers
George R. Smith, Jr., Chairman of the Board
Jackson E. Reasor, President & Chief Executive Officer 
William F. King, Executive Vice President 
Robert H. Martin, Trust Officer-Institutional Accounts 
Glenn A. Murray, Trust Administration Officer
Nellie M. Stillwell, Trust Administration Officer 
Ellen Simpson, Secretary & Treasurer

Main Office
P. O. Box 1199
29 College Drive
Bluefield, VA  24605




Premier Bank - Central, N.A.

Lynn Keene, Chairman                                      Directors
R. Luke Lively, President & CEO    Main Office            James H. Addington
                                   Main Street            Teddy Bailey
                                   P. O. Box 769          Donald Baker
                                   Honaker, VA  24260     Fred B. Gent, II
(In Thousands of Dollars)          (540) 873-6881         Robert G. Harrison
Assets                    $320,389                        Charles Hay
Deposits                   287,310 Other Offices          Lynn Keene
Loans(Net)                 221,647 Big Stone Gap          Danny Lambert
Stockholders' Equity        30,287 Castlewood             R. Luke Lively
Interest Income             24,024 Cleveland              Lurton Lyle
Interest Expense            10,971 Clintwood              Roger E. Mustard
Provision for Loan Losses      280 Coeburn                Clint Sykes
Other Income                 2,314 Davenport              Paul Vencill
Other Expenses               9,306 Duffield
Securities Gains                43 Dungannon              Executive Officers
Net Income Before Taxes      5,824 Gate City              Wanda Crockett,
Net Income After Taxes       4,247 Haysi                   Sr. Vice President
                                   Lebanon                Kenneth Hart,
                                   Nickelsville            Sr. Vice President
                                   Pound                  Gary Lawson, 
                                   Bristol--LPO            Sr. Vice President
                                                          Frank Sexton,
                                                           Sr. Vice President
                                                          Jonathan Mullins,
                                                           Vice President
                                                          Sandy Slaughter,
                                                           Vice President
                                                          Jerry Sutherland, 
                                                           Vice President 
                                                          Robert Sutherland, 
                                                           Vice President 
                                                          Ron Woody, 
                                                           Vice President


General Information


Executive Office
29 College Drive
P. O. Box 1199
Bluefield, Virginia  24605-1199


Request For Information
Janice Lutz, Investor Relations
(540) 322-2242


Form 10-K
A Form 10-K Report filed with the Securities and Exchange Commission is 
available to stockholders without charge upon written request to the 
controller of Premier Bankshares Corporation.

Stock Transfer Agent
Premier Trust Company
P. O. Box 1199
Bluefield, Virginia  24605-1199

Dividend Schedule
Dividends on common stock are normally paid on the first day of February,  
May, August, and November.


Stock Listing
The common stock of Premier Bankshares Corporation is traded on the over-the-
counter (OTC) Market and is quoted on the National Association of Securities 
Dealers Automated Quotations (NASDAQ) National Market System under the symbol
PBKC.

<TABLE>

                      Net     Cash     Book   Price   Price   Sales
1996                Income  Dividends  Value   High    Low   Volume
<S>                 <C>       <C>      <C>     <C>     <C>    <C>
1st Quarter        $0.38     $0.12    $11.04  $20.00  $14.75  174,545
2nd Quarter         0.39      0.12     11.19   19.25   16.50  104,730
3rd Quarter         0.41      0.12     11.51   18.00   16.50   53,128
4th Quarter         0.35      0.12     11.81   25.50   16.50  170,334
Year               $1.53     $0.48    $11.81  $25.50  $14.75  502,737

</TABLE>







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

 None


                           PART III
 ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                                   
 INFORMATION CONCERNING DIRECTORS
     
 CLASS A, serving until the 1997 Annual Meeting of Stockholders and
 until a successor shall be elected and qualify:
     
  Name                       Age    Principal Occupation and
  Director Since                    Employment Last  Five Years
     
     
 JACK P. CHAMBERS            68     Retired; formerly President and CEO of 
 1986                               Premier Bankshares Corporation, formerly of
                                    Counsel, Gillespie, Chambers, Altizer, 
                                    Givens & Walk, Attorneys at Law
     
     
 CHARLES C. HENLEY           69     Retired; formerly President of
 1986                               Bank of Speedwell
     
     
 JOHN A. JOHNSTON            60     Consultant,   Educational
 1986                               Administration
     
     
 GEORGE R. SMITH             70     Physician
 1990

     
 CLASS B, serving until the 1998 Annual Meeting of Stockholders and
 until a successor shall be elected and qualify:
     
 Name                       Age    Principal Occupation and
 Director Since                    Employment Last  Five Years
     
     
 DONALD BAKER               59     Retired-Coal Mining, Mayor of
 1995                              Town of Clintwood, Virginia
     

 ROBERT B. BRITTAIN         56     Real Estate Developer
 1995
     
 GENE H. JAMES              66     Farming
 1986
     
 N. STANLEY KING, SR.       70     Real Estate Broker and Farmer
 1986
     
 JAMES  R.  WHEELING        41     President  and  CEO  Premier
 1992                              Bankshares  Corporation, formerly
                                   President of Tazewell National Bank
     
 CLASS C, serving until the 1999 Annual Meeting of Stockholders and
 until a successor shall be elected and qualify:
     
 Name                     Age   Principal Occupation and
 Director Since                 Employment  Last Five Years
     
     
 JAMES H. ADDINGTON       59    President, Addington  Oil  Company, Inc.
 1996

 HARRIS HART, II          68    Partner, Law Firm of Gillespie,
 1986                           Hart, Altizer & Whitesell, P. C.
     
 ROBERT C. JAMES          55    Real  Estate Broker  and Developer
 1986
     
     
                                
 EXECUTIVE OFFICERS:

 JAMES R. WHEELING        41    President and CEO Premier Bankshares Corporation
                                since 1994, formerly President of Tazewell
                                National Bank since 1992

 J. ROBERT BUCHANAN       46    Senior Vice President, Treasurer and CFO 
                                of Premier Bankshares Corporation




ITEM 11. EXECUTIVE COMPENSATION*

                      SUMMARY COMPENSATION TABLE
                          ANNUAL COMPENSATION
                                                           Other Annual
Name and Principal Position   Year       Salary    Bonus   Compensation
James R. Wheeling*            1996      $154,000  $201,104  $41,518
                              1995      $129,000  $         $20,950
                              1994      $110,000  $ 16,673  $17,780
 
J. Robert Buchanan**          1996      $ 80,000  $ 20,117  $10,019
                              1995      $ 62,900  $         $ 6,289
                              1994      $ 53,500  $  6,659  $ 7,404

 *Mr. Wheeling was hired as Chief Executive Officer on January 1,1994.
**Mr. Buchanan was hired  in 1991 as Chief Financial Officer and
Treasurer and  was made Executive Vice President in 1994.

     Under the provisions of individual agreements between Mssrs.
Wheeling, Buchanan and the Corporation, in the event of a change in
control of the Corporation, Mssrs. Wheeling and Buchanan will either
continue with substantially their present responsibilities and
compensations for a period of not less than three years, or if not, be
paid their aggregate annual compensations for a period of three years
after the change in control.  Mr. Wheeling's agreement will be replaced
upon completion of the pending acquisition of the Corporation by First 
Virginia Banks, Inc., by a new agreement, under which First Virginia Banks, Inc.
may employ him for a minimum of three years following the effective date of the
merger at a reduced salary.  Under the agreement, Mr. Wheeling will have a
thirty-day period following the first anniversary of such employment during
which he may resign and receive a severance benefit of $410,000.  If he is
discharged during the first year other than for cause (as defined in the 
agreement), resigns due to a demotion, or has his salary reduced below the
agreed amount, he will be entitled to a payment of $410,000 plus $12,833 for
each month remaining of the first year.  If he is discharged during the second
or third years, other than for cause (as defined in the agreement), resigns due
to a demotion, or has his salary reduced below the agreed amount, he will be
entitled to a payment of approximately $17,083 per month for each month
remaining in the original three year period.


The following table gives information concerning the Chief Executive
Officer and Executive Officer as of December 31, 1996.


              INDIVIDUAL OPTION GRANTS IN LAST FISCAL YEAR

                                                Potential
                                                       Realizable           
                      % of                              Value at            
                      Total                              Assumed             
                     Options                             Annual            
         Number of  Granted to                          Rates of           
         Securities Employees  Exer-                   Stock Price          
         Underlying    in      cise      Expir-        Appreciation         
          Options    Fiscal    Price     ation       for Option Terms    
Name      Granted     Year    ($/Sh)     Date            5%     10%  
                                                             
                                                             
James R.                               
Wheeling   13,298   35.65%  $15.375    Jan. 2, 2006    $128,582 $325,851  

J. Robert                              
Buchanan    5,486   14.71%  $15.375    Jan. 2, 2006    $ 53,046 $134,428  




AGGREGATED OPTION EXERCISES (1) IN LAST FISCAL YEAR AND FY-END OPTION VALUES

                                                         Value of
                                 Number of               Unexercised
                                 Securities              In-the-Money
                                 Underlying              Options at
                                 Options at FY-End       Fiscal Year End
                                 Exercisable/            Exercisable/
Name                             Unexercisable           Unexercisable
                                               
James R. Wheeling                3,706/20,712            $10,423/$132,223
J. Robert Buchanan               1,449/ 8,384            $ 4,075/$ 54,096

(1)  No options were exercised during 1996.


EMPLOYEE BENEFIT PLANS:

     The Corporation maintains a discretionary profit sharing plan and defined 
contribution retirement plan for employees.  Total expense (funded as accrued)
related to these plans were $1,034,000, $817,000, and $814,000 for 1996, 1995,
and 1994, respectively.  This defined contribution plan is currently being 
funded at a minimum rate of 10 percent of the annual eligible compensation of 
participants.  There are no other funding requirements and no other liabilities
or commitments for any of this plan.  The amounts shown in the compensation 
table include contributions under this plan for the person indicated.

DIRECTORS COMPENSATION:

     Directors of the Corporation currently receive an annual retainer of $2,400
payable in two semiannual installments if they attend at least two-thirds of the
required board meetings as well as two-thirds of the required committee 
meetings.  In addition to the retainer, directors receive a fee of $400 for each
Board and $200 for each committee meeting attended.

     Under the long-term incentive plan adopted in 1995, each nonemployee 
director, in 1996, was granted a non-qualified stock option to purchase 507 
shares of the Corporation's stock at an option price of $18.25.  The shares will
be fully vested and may be exercised in one-third increments over the next three
years and will expire April 10, 2006.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE:

     The Corporation granted each director and the named executive officer stock
options on February 16, 1995 and January 3, 1996 (directors) and April 11, 
1996, (directors) respectively.  Each such person inadvertently failed to file 
the required report following those two grants on a timely basis.  Such 
filing requirement has been brought to their attention, and reports are 
currently being filed by each such person to remedy the filing deficiencies.


ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

OWNERSHIP OF COMMON STOCK
     
   No stockholder beneficially owns in excess of five percent of
 the  outstanding common stock of the Corporation.   The  following
 table  sets forth the beneficial ownership of the Common Stock  of
 the  Corporation as of March 15, 1997, by each director and named executive
 officer and all directors and executive officers as a group.

                                    Number of Shares
           Name or Group            Beneficially Owned(1)      Percent  of Class
           James Addington           1,800                     (2)
           Donald B. Baker          39,791                     (2)
           Robert B. Brittain       55,206                     (2)
           J. Robert Buchanan       10,578                     (2)
           Jack P. Chambers         69,435                     1.04
           Harris Hart, II          41,148                     (2)
           Charles C. Henley        49,162                     (2)
           Gene H. James            70,451                     1.06
           Robert C. James          57,960                     (2)
           John A. Johnston          6,562                     (2)
           N. Stanley King, Sr.    129,216                     1.94
           George R. Smith          24,544                     (2)
           James R. Wheeling        27,446                     (2)
     
 All directors and executive
 officers as a group (13 persons)  583,299                     8.77%
     
     (1)  Includes  shares  which may be deemed beneficially  owned  by
     virtue  of family relationships, joint ownership, voting power  or
     investment power.
     
     (2) Less than 1 percent.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      CERTAIN TRANSACTIONS
     
         Some  of  the directors and officers of the Corporation  and
     their  families  are  at  present, as in the  past,  customers  of
     banking affiliates of the Corporation, and have had and expect  to
     have  transactions with the affiliate banks in the ordinary course
     of  business.  In addition, some of the directors and officers  of
     the Corporation are at present, as in the past, also directors and
     officers  of  corporations which are customers  of  the  affiliate
     banks and which have had and expect to have transactions with such
     banks in the ordinary course of business.  Such transactions  were
     made  in the ordinary course of business on substantially the same
     terms,   including  interest  rates  and  collateral,   as   those
     prevailing  at  the  time for comparable transactions  with  other
     persons,   and   did  not  involve  more  than  normal   risk   of
     collectibility or present other unfavorable features.
     

                               PART IV


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

(a) (1) and (2) The following documents are filed as a part of this report:

     Financial Statements:
     The report of independent auditors and consolidated financial
     statments of Premier Bankshares Corporation and Affiliates as listed in 
     the accompanying Index to Financial Statements and Schedules are
     included herein.

     Financial Statement Schedules:
     None

     Exhibits:
     The Exhibits required by Regulation S-K are listed in the Exhibit Index.

(b)  A Form 8-K was filed in the fourth quarter of 1996 relating to the
pending acquistion of Premier Bankshares Corporation  by First Virginia
Banks, Inc.




                              SIGNATURES

Pursuant to the requirements of Section 13  or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                   
                    PREMIER BANKSHARES CORPORATION
                                     (Registrant)


                                   By:  /s/ James R. Wheeling
                                          James R. Wheeling, President,Chief
                                          Executive Officer and Director
                                          (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



/s/ Robert B. Brittain, Director         /s/Robert C. James, Director
Date Executed: 03-18-97                     Date Executed: 03-19-97


/s/ Jack P. Chambers, Director          /s/Charles C. Henley, Director
Date Executed: 03-18-97                    Date Executed: 03-19-97


/s/ Harris Hart, II, Director          /s/John A. Johnston, Director
Date Executed: 03-18-97                   Date Executed: 03-19-97


/s/ Donald Baker, Director             /s/Gene James, Director
Date Executed: 03-18-97                   Date Executed: 03-19-97


/s/ James H. Addington, Director       /s/George R. Smith, Director
Date Executed: 03-19-97                   Date Executed: 03-20-97


/s/ J. Robert Buchanan, Treasurer   /s/ EllenSimpson, Controller
J. Robert Buchanan, VP & Treasurer      Ellen Simpson, Controller
(Principal Financial Officer)           (Principal Accounting Officer)


                      ANNUAL REPORT ON FORM 10-K

                   ITEM 14 (a) (1) and (2) and (c)

    LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                           CERTAIN EXHIBITS

                     YEAR ENDED DECEMBER 31, 1996

                    PREMIER BANKSHARES CORPORATION

                         BLUEFIELD, VIRGINIA

FORM 10-K--ITEM 14 (a) (1) and (2)

     PREMIER BANKSHARES CORPORATION AND AFFILIATES

     Index to Financial Statements and Schedules


                                                             Page
                                                                 
 The following report of independent auditors and                
 consolidated financial statements of Premier
 Bankshares Corporation and Affiliates for the year
 ended December 31, 1996  are included in Item 8:
 
 Report of Independent Auditors                                35-36
                                                                 
 Consolidated Balance Sheets - December 31, 1996 and 1995      37
                                                            
 Statements of Consolidated Income - Years ended                 
 December 31, 1996, 1995, and 1994                             38
                                  
 Statements of Changes in Stockholders' Equity -                 
 Years ended December 31, 1996, 1995 and 1994                  39
                                                                 
 Statements of Consolidated Cash Flows - Years ended             
 December 31, 1996, 1995 and 1994                           40-41
                                                                 
 Notes to Consolidated Financial Statements                 42-68
 
 Schedules to the consolidated financial statements              
 required by Article 9 of Regulation S-X are not
 required under the related instructions or are
 inapplicable and there fore have been omitted.


NOTE:  ANY EXHIBITS WILL BE FURNISHED UPON REQUEST AND UPON
PAYMENT OF REASONABLE COST TO PREMIER FOR PREPARING AND
DELIVERING COPY.
                            EXHIBIT INDEX


  2.  Agreement and Plan of Reorganization and the Stock
      Option Agreement are incorporated herein by reference to Exhibit I of
      First Virginia's Schedule 13D (filed on November 8, 1996)

 13.  Annual Report to Security Holders.

 22.  Subsidiaries of Registrant.

 23.  Consents of Experts and Counsel
      Consent of Brown, Edwards & Company




EXHIBIT 22

Parent and Subsidiaries

Registrant:

Premier Bankshares Corporation
29 College Drive
P.O. Box  1199
Bluefield, Virginia  24605

Subsidiaries of Registrant:


                              Percentage  Organized Under      Parent
                               Owned      Jurisdiction     Corporation
                                          of
                                           
 Premier Bank-Central, N.A.    100.00      The United      Registrant
                                           States of
                                           America
                                           
 Premier Bank, N.A.            100.00      The United      Registrant
                                           States of
                                           America
                                           
 Premier Bank-South, N.A.      100.00      The United      Registrant
                                           States of
                                           America
                                           
 Premier Trust Company         100.00      Laws of the     Registrant
                                           State of
                                           Virginia
                                           
 Premier Bank Services         100.00      Laws of the     Registrant
 Corporation                               State of
                                           Virginia
                                           
 Professional Financial        100.00      Laws of the     Registrant
 Services of Virginia, Inc.                State of
                                           Virginia
                                           




EXHIBIT 23


Brown , Edwards & Company
Certified Public Accountants
1969 Lee Highway
Bristol, Virginia

March 13, 1997

     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Premier Bankshares Corporation

     We consent to the incorporation by reference of our
report dated January 13, 1995, appearing in the annual
report on Form 10K for the year ended December 31, 1994.

                              Brown , Edwards & Company, L.L.P.
                              Certified Public Accountants