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, 1995      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 11,
1996:

Common Stock, $2 par value - $105,794,266

The number of shares outstanding of the issuer's classes of common stock,
as of March 11, 1996:

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

DOCUMENTS INCORPORATED BY REFERENCE:

     Registrant's proxy statement for the annual shareholders meeting to
be held April 11, 1996 is incorporated by reference into Part III, Items
10, 11, 12 and 13.

                 PREMIER BANKSHARES CORPORATION
                                
                  1995 FORM 10-K ANNUAL REPORT
                                
                        TABLE OF CONTENTS
                                
                                PART I
PAGE

Item 1. Business                                                   3
Item 2. Properties                                                 5
Item 3. Legal Proceedings                                          6
Item 4. Submission of Matters to a Vote of Security Holders        6
           Executive Officers of the Registrant                    7

                             PART II

Item 5. Market for the Registrant's Common Stock
            and Related Security Holder Matters                    8
Item 6. Selected Financial Data                                    8
Item 7. Management's Discussion and Analysis of
            Financial Condition and Results of Operation           9
Item 8. Financial Statements and Supplementary Data                32
Item 9. Disagreements on Accounting and Financial Disclosure       59


                            PART III

Item 10.     Directors and Executive Officers of the Registrant    64  
Item 11.     Executive Compensation                                64
Item 12.     Security Ownership of Certain Beneficial Owners and
              Management                                           64
Item 13.       Certain Relationships and Related Transactions      64


                             PART IV

Item 14.       Exhibits, Financial Statement Schedules and Reports
               on Form 8-K                                         65

Signatures                                                         66


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").

   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.

   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, 1995, 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.

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 eleven
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 and Salem, and owns an unimproved lot in the City of
Roanoke.  The unimproved lot was bought by Bank of Shawsville, Inc., into
which Bank of Speedwell, Inc., was merged (currently  Premier Bank-South,
N.A.).   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.

   Premier leases part of its headquarters building to the former owner.
This lease is expected to terminate in 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 1995.


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        40     President, CEO and       1990
                                 Director of Premier

 J. Robert Buchanan       45     Vice President and       1991
                                 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
1995        Income**    Dividends** Value**   High     Low    Volume
           
<S>            <C>       <C>        <C>     <C>        <C>    <C>
                                                              
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
                                                              
1994
                                                              
1st Quarter   $ 0.39   $   0.08   $ 9.02   $ 15.38   $ 12.56  334,598
2nd Quarter     0.34       0.08     8.98     14.25     12.38   49,348
3rd Quarter     0.33       0.09     9.09     14.25     12.75  101,059
4th Quarter     0.30       0.11     9.07     14.25     12.38   30,218
Year          $ 1.36   $   0.36   $ 9.07   $ 15.38   $ 13.38  515,223

   *Adjusted to reflect the four for three stock split declared on December
14, 1995.

</TABLE>

   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, 1995 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 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.


AFFILIATION

     Effective December 31, 1994, Dickenson-Buchanan Bank was acquired in
an exchange of stock transaction in which 582,678 shares of Premier were
issued for all of the outstanding stock of Dickenson-Buchanan Bank.  The
transaction  was accounted for as a pooling-of-interest and all financial
data has been restated accordingly.

<TABLE>

TABLE I

               PREMIER BANKSHARES CORPORATION AND AFFILIATES
            SELECTED FINANCIAL INFORMATION: FIVE YEAR SUMMARY
             (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)
                                 1995      1994     1993      1992     1991   
                                                                        
SUMMARY OF OPERATIONS:                                                 
<S>                              <C>       <C>      <C>       <C>      <C>     
Interest Income            $     53,643  $ 47,892  $44,513  $ 42,699 $ 43,701  
Interest Expense                 25,023    20,307   19,164    19,533   24,563  
Net Interest Income              28,620    27,585   25,349    23,166   19,138  
Provision for Loan Losses           315     1,144      857     1,151    1,396  
Other Income                      4,455     4,681    5,033     4,350    3,710  
Other Expense                    20,582    19,092   17,118    15,150   13,808  
Applicable Income Taxes           2,967     3,024    2,889     2,955    1,430  
Net Income                        9,211     9,006    9,519     8,260    6,214  
                                                                  
                                                                     
PER SHARE DATA:                                                      
                                                               
Net Income                 $       1.39  $   1.35  $  1.43  $   1.25 $   0.93  
Cash Dividends Declared            0.43      0.36     0.32      0.28     0.24  
Book Value                        11.01      9.07     8.99      7.88     6.92  
                                                                  
                                                                  
AVERAGE BALANCE SHEET SUMMARY:
                                                                  
Loans, Net                 $    380,767 $ 357,235 $318,764  $ 289,056 274,323  
Securities                      239,105   232,898  202,745    161,484 133,395  
Total Assets                    711,968   651,807  596,069    506,340 461,235  
Deposits                        626,094   567,711  522,796    444,422 405,698  
Capital                          64,910    60,135   56,443     48,534  43,415  
                                                                     
                                                                   
END OF PERIOD BALANCE SHEET SUMMARY:
                                                                 
Loans, Net                 $    400,569 $ 360,860 $332,725  $ 300,898 277,226  
Securities                      267,531   231,448  230,076    189,761 143,821  
Total Assets                    762,035   655,193  640,590    546,676 486,921  
Deposits                        661,913   569,410  560,744    480,758 425,120  
Capital                          73,223    60,293   59,769     52,421  46,046 
                                                                    
                                                                 
SELECTED RATIOS:                                                    
                                                                     
Average Equity to Average                                      
Assets                             9.12 %    9.23 %   9.47 %     9.59 %  9.41  %
Return on Average Assets           1.29      1.38     1.60       1.63    1.35   
Return on Average Equity          14.19     14.98    16.86      17.02   14.31  
Cash Dividends Declared as                                                  
  Percent of Net Income           31.42     26.39    22.61      22.35   25.49  

</TABLE>


PREMIER BANKSHARES CORPORATION AND AFFILIATES


EARNINGS PERFORMANCE

Taking  into  account the various costs associated with the  restructuring,
Premier  closed  1995 at $9,211,000, or $1.39 per share  compared  to  1994
earnings  of $9,006,000 ($1.35 per share) and $9,519,000 ($1.43 per  share)
in 1993.

Average shares outstanding were 6,650,083 in 1995, 1994 and 1993.

Accounting Changes - 1993 earnings were greatly effected by security  gains
which were mostly due to the restructuring of  the investment portfolio  in
anticipation  of  the implementaion of FASB 115.  Net security  gains  were
$1,222,000 in 1993 and $642,000 in 1994.  Security losses of $158,000  were
recognized  in  1995.   In addition, a remaining net loss  carryforward  of
$439,000  (resulting  from  the merger of Bank of  Speedwell  and  Bank  of
Shawsville in 1991) was required to be accelerated and recognized  in  1993
following implementation of FASB 109.


               PREMIER BANKSHARES CORPORATION AND AFFILIATES

NET INTEREST INCOME

      Management  has  continued  to monitor  closely  the  asset/liability
position  of  the company.  Syestems were implemented to control  costs  of
funds,  while greater emphasis was placed on improving yields. 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 6.51% ,
total average securities increased 2.67%, and average federal funds sold
and deposits increased 104.76% with total average earning assets increasing to
$660,343,000 in 1995.

    Net interest income increased $2,236,000, or 8.82% in 1994; on a
taxable equivalent basis, $2,573,000 with interest-bearing liabilities
decresed by 13 basis points to 3.88%, while the yield on average earning
assets declined only 9 basis points to 8.15% in 1994.  As a result, the
taxable equivalent net yield on earning assets remained steady at 4.84%
compared to 4.82% in 1993 despite a rising interest rate environment and
Premier's liability-sensitive position.  Total average loans increased
12.22% and average securities increased 14.49% in 1994.  The average
volume of earning assets increased 9.21% to $612,794,000, while the
yield decreased, as mentioned earlier, only 9 basis points to 9.21%.
The average volume of interest bearing liabilities increased 9.30% to
$522,848,000.  The average rate paid on these liabilities decreased 13
basis points to 3.88% in 1994.

        Forgone interest on non-performing loans amounted to $136,000 in
1995, $194,000 in 1994, and $262,000 in 1993.

   Net interest income for  the years 1993 through 1995 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)
                                                    1995             1994 
                        1995     1994    1993   Amount  Percent  Amount  Percent
<S>                     <C>      <C>     <C>    <C>     <C>      <C>     <C>    
Interest Income from                                               
Loans:
Demand and Time**     $  6,133  $ 4,519 $ 4,329  1,614  35.72 %  $  190   4.39 %
Real Estate             21,447   19,307  17,826  2,140  11.08     1,481   8.31
Installments            10,231    9,018   8,816  1,213  13.45       202   2.29
Total Loan Income***  $ 37,811 $ 32,844 $30,971  4,967  15.12 %  $1,873   6.05 %
Interest Income from                                                  
Securities:
Taxable                  9,908   10,379   9,277  (471)  (4.54)    1,102   11.88 
Non-taxable*             5,962    5,947   4,971    15     .03       976   19.63
Total Security        $ 15,870 $ 16,326 $14,248  (456)  (2.79) % $2,078   14.58%
Income*
Federal Funds Sold                                                
and Deposits             2,017      774   1,009  1,243  160.59    (235)  (23.29)
Total Interest Income $ 55,698 $ 49,944 $46,228  5,754   11.52 % $3,716    8.04%
                                                             
Interest Expense:
Demand Deposits          2,061    1,807   1,691    254   14.06      116    6.86 
Savings                  4,705    5,851   5,559  (1,146)(19.59)     292    5.25
Large Denomination                                                              
Certificates             2,801    2,108   2,124    693   32.87     (16)   (0.75)
Other Time Deposits     14,379    9,870   9,473  4,509   45.68      397    4.19
Borrowed Funds           1,077      671     317    406   60.51      354  111.67
Total InterestExpense $ 25,023 $ 20,307 $19,164  4,716   23.22 % $1,143   5.96 %
Net Interest Income*  $ 30,675 $ 29,637 $27,064  1,038    3.50 % $2,573   9.51 %


*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>
                                                                     TABLE III
  
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
                 RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST
                            INCOME AND EXPENSE***
                          (IN THOUSANDS OF DOLLARS)
  
                                1995 vs 1994             1994 vs 1993       
                          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**   $   823 $     791 $ 1,614 $ (410)  $   600   $  190
   Real Estate           1,077     1,063   2,140   2,543    (1,062)   1,481
   Installments            586       627   1,213   1,883    (1,681)     202
     Total Loans       $ 2,486 $   2,481 $ 4,967 $ 4,016  $ (2,143) $ 1,873
                                                                         
 Securities:
   Taxable                 382      (853)  (471)     772      330     1,102
   Non-taxable*             30       (15)    15    1,503     (527)      976
     Total Securities  $   412 $    (868) $(456) $ 2,275  $  (197)  $ 2,078
 Federal Funds Sold                                                      
 and Deposits              812       431   1,243   (510)      275     (235)
                                                                          
 Total InterestIncome* $ 3,710 $   2,044  $5,754 $ 5,781  $(2,065)  $ 3,716
                                                                          
 Deposits:
   Interest-bearing                                                      
    Checking           $   239 $      15     254 $   387  $  (271)  $   116
   Savings Deposits      (578)     (568)  (1,146)    496     (204)      292
   Large Denomination                                                    
     Certificates          370      323      693   (176)      160      (16)
   Other Time Deposits   2,007    2,502    4,509     685     (288)      397
   Total Deposits      $ 2,038 $  2,272   $4,310 $ 1,392  $  (603)  $   789
 Borrowed Funds              1      405      406     197      157       354
   Total Interest    
    Expense            $ 2,039 $  2,677   $4,716 $ 1,589  $  (446)  $ 1,143
   Net InterestIncome* $ 1,671 $  (633)   $1,038 $ 4,192  $ 1,619   $ 2,573
 
  
  *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.

</TABLE>
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
  
  
  OTHER INCOME AND EXPENSE
  
     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.
  
  
  
     Total Other Income of $4,681,000 in 1994 represents a $262,000, or a 6.94%
increase  over  1993,  when  considered net of  security  gains.   Again,  this
improvement was primarily attributable to an increase in service fee income.
  
     Largely the result of structural changes, other operating expenses in 1995
increaed  $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.

      In  1994,  significant restructuring took place  within  Premier.   As  a
result,   1994  reflected  significant  increases  in  salaries  and  benefits,
occupancy, legal, and other operating expenses.  Although  total other expenses
increased   $1,974,000, or 11.53%, to $19,092,000, management  considers  these
expenses as investments in the company's infrastructure, providing a foundation
for future 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            Increase
                                           (Decrease)          (Decrease)
                                               1994               1993  
                      1995     1994    1993  Amount   Percent   Amount  Percent
<S>                   <C>      <C>     <C>    <C>     <C>        <C>    <C>  
Service Charges on                                                            
 Deposit Accounts $    2,545 $ 2,006 $ 1,817 $ 539    26.87    $ 189    10.40  %
Trust Fees               218     240     254  (22)    (9.17)    (14)    (5.51)
Other Service Charges,                           
 Commissions, and Fees 1,579   1,496   1,518    83     5.55     (22)    (1.45)
Other Operating Income   271     297     222  (26)    (8.75)      75    33.78
Security Gains         (158)     642   1,256  (800)   (124.61)  (614)  (48.89)
Trading Account                                                             
 Gains (Losses)                        (34)            N/A      34     (100.00)
Total Other Income $  4,455  $ 4,681 $ 5,033 $(226)   (4.83) % $(352)    6.99  %

</TABLE>


<TABLE>
                                                                       TABLE V
  
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
                                OTHER EXPENSES
                          (IN THOUSANDS OF DOLLARS)
  
  
                                                Increase          Increase
                                                (Decrease)        (Decrease)
                                                     1995            1994 
                       1995     1994     1993   Amount  Percent  Amount  Percent
<S>                    <C>      <C>      <C>     <C>     <C>      <C>     <C>
Salaries and Wages $   8,004  $ 7,480  $ 7,012 $ 524     7.01 %  $468      6.67%
Employee Benefits      2,072    2,259    1,783   (187)  (8.28)    476     26.70 
Total Employee                                                                  
Benefits           $  10,076  $ 9,739  $ 8,795 $ 337     3.46 %  $944     10.73%
Other Operating                                                                 
Expenses:           
  Occupancy              904      846      848    58     6.86     (2)     (0.24)
  Equipment            1,205    1,099      922   106     9.65     177     19.20
  Other Operating                                                              
Expenses               8,397    7,408    6,553   989    13.35     855     13.05
Total Other                                                                     
Operating Expenses $  10,506 $  9,353  $ 8,323 $ 1,153  12.33 %  $1,030   12.38%
Total Other                                                                     
Expenses           $  20,582 $ 19,092  $17,118 $ 1,490   7.80 %  $1,974   11.53%

  
</TABLE>
  
  
                PREMIER BANKSHARES CORPORATION AND AFFILIATES
  
  ALLOWANCE FOR LOAN LOSSES
  
        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.

        Net charge offs decreased to $527,000 in 1994, a decrease of  $414,000,
  or  44%  compared  to  1993.   Provisions to the reserve  of  $1,144,000,  an
  increase of $288,000, or 34% were made over 1993.
  
     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. 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.  Reserves totaling $5,430,000 are considered adequate to cover
  future losses expected from non-performing assets.
  
     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>
  
                                                                      TABLE VI
  
                 PREMIER BANKSHARES CORPORATION AND AFFILIATES
                   ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
                           (IN THOUSANDS OF DOLLARS)
  
                                    1995     1994      1993      1992     1991
<S>                                 <C>      <C>       <C>       <C>      <C>
Balance at Beginning of Period    $ 5,844  $ 5,227   $ 5,312   $ 5,217  $ 4,447 
 Charge-offs:                                                           
  Commercial, Financial and                                                 
   Agriculture                        329      171       367       553      389
  Real Estate - Construction                                              
  Real Estate - Mortgage               22      116       623       117      158
  Loans to Individuals                692      685       734       939      805
  Other Loans                                                          
   Total charge-offs                1,043      972     1,724     1,609    1,352
Recoveries:                                                      
 Commercial, Financial and                                  
  Agriculture                          57      178       209       240      240
 Real Estate - Construction                                     
 Real Estate - Mortgage                15       44       104        61      178
 Loans to Individuals                 242      223       470       252      308
 Other Loans                                                 
Total Recoveries                      314      445       783       553      726
Net Charge-offs (Recoveries)          729      527       941     1,056      626 
Additions Charged to Operations       315    1,144       856     1,151    1,396 
Balance at End of Period         $  5,430  $ 5,844   $ 5,227   $ 5,312  $ 5,217 
Ratio of Net Charge-offs                                      
(Recoveries)to Average                             
Outstanding Loans                    0.19 %   0.14 %    0.29 %    0.36 %  0.23 %
Ratio of Allowance for Loan                                    
 Losses to Average Outstanding Loans 1.40 %   1.61 %    1.62 %    1.81 %  1.92 %
Ratio of Provision for Loan Losses                         
  to Average Outstanding Loans       0.08 %   0.32 %    0.26 %    0.39 %  0.51 %
</TABLE>

<TABLE>
  
                                                              TABLE VI

                           PREMIER BANKSHARES CORPORATION AND AFFILIATES
                             ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
                                      (IN THOUSANDS OF DOLLARS)

                    1995         1994         1993         1992         1991
                       % of         % of         % of         % of         % of
                Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
                       to           to           to           to           to
                       Total        Total        Total        Total        Total
                       Loans        Loans        Loans        Loans        Loans
<S>             <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>   <C>    <C>
Domestic                                                         
 Commercial,                                                      
Financial and                                                        
Agricultural    2,206  32.23 2,658  31.21 2,465  30.63 2,401  18.74  2,040 12.29
 Real Estate -                                                       
Construction       50   3.01   105   2.32    90   1.64    83   1.60     85  1.69
 Real Estate -                                                     
Mortgage          722  40.33   982  40.72   875  41.76   805  52.75    770 56.08
 Loans to                                                        
Individuals     2,017  23.71 1,549  25.32 1,384  25.41 1,302  26.35  1,268 28.83
 Other Loans       15    .72    20    .43    20    .56    20    .56     24  1.11
Foreign                                                        
Unallocated       420          530          393          701         1,030

 Totals         5,430 100.00 5,844 100.00 5,227 100.00 5,312 100.00  5,217 100.00

</TABLE>





             PREMIER BANKSHARES CORPORATION AND AFFILIATES


INCOME TAXES

      Applicable income taxes on 1995 earnings amounted to $2,967,000 or
24.36% of income before income taxes, compared to $3,024,000 or 25.14%
for 1994.


BALANCE SHEET ANALYSIS

      The Corporation had total assets of $762 million at the end of
1995, an increase of 16.31% over 1994.  Average earning assets increased
7.76% during 1995, and comprised 92.75% of average total average assets.

LOANS

      Total loans, net of unearned income, at year-end 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%, compared
to 64% 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 chareoffs 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.
Forclosured 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 40.86% of the December 31, 1995
loan portfolio net of unearned interest, have been, and 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.

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

      The investment porfolio increased $36,083,000, or 15.59% over 1994.
At year-end 1995, the portfolio totaled $267,531,000, compared to
$231,448,000 at year-end 1994.  At year-end, 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 $92,503,000 to $569,410,000 at year end
1995 compared to $661,913,000 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 was $73,223,000 compared to
$60,293,000 for 1994.  Beginning in 1994, FASB 115 requires a monthly
adjustment to capital, for financial accounting purposes, equal to the
net increase or decrease in the market value of the available for sale
portfolio.  Changes in the interest rate environment during 1995 was
reflected through a positive adjustment in this allowance from a net
unrealized loss in 1994 of $6,212,000 to a net unrealized gain of
$401,000 at year-end 1995.  At year-end, 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 4,987,05
for 1995 and 1994, respectively.  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.

     Cash dividends of $2,377,000, or $0.36 per share were declared in
1994.


<TABLE>
                                                                 TABLE VIII

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


                         1995     1994     1993     1992     1991      
<S>                      <C>      <C>      <C>      <C>      <C>             
Domestic:                                                                     
 Commercial, Financial                                        
  and Agricultural     $ 132,601 $72,684  $72,233  $58,966  $35,925
 Real Estate-                                                 
  Construction            12,393   8,654    5,667    5,028    4,948
 Real Estate -Mortgage   165,900 195,794  176,452  165,996  163,923
 Loans to Individuals     97,554  94,520   89,412   82,922   84,255
 Other Loans               2,937   1,606    1,573    1,764    3,237
Foreign:                                                      
  Total Gross Loans    $ 411,385 373,258 $345,337 $314,676 $292,288         
Less:                                                                         
 Unearned Income           5,386   6,554    7,385    9,026   10,312
 Allowance for Loan                                          
  Losses                   5,430   5,844    5,227    5,312    5,217
Net Loans              $ 400,569 360,860 $332,725 $300,338 $276,759         
Non-performing Assets:                                                        
 Non-accrual Loans     $   1,925  $3,018   $4,006   $4,287   $4,650
 Loans Past Due Over                                          
  90 Days                  1,548     711    1,407    1,538    2,245
 Other Real Estate                                            
  Owned                    881       677    1,382      892      811
 Restructured Debt         714     1,172    1,128    1,286    
                                                              
  Total                $ 5,068    $5,578   $7,923   $8,003   $7,706           

</TABLE>

<TABLE>
                                                                 TABLE IX


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


                      Average                    Percent of Change    
                      Outstanding**                  Prior Year    Average Rate*
                      1995      1994     1993      1995    1994    1995   1994 
<S>                   <C>       <C>      <C>       <C>     <C>     <C>    <C>  
Earning Assets:                                                                 
  Loans:                                                                        

    Demand and Time  $  54,997 $ 46,517   51,375   18.23 % (9.46)% 11.15% 9.71 %
    Real Estate        233,820  221,469  193,823    5.58    14.26   9.17  8.72
    Installments       101,165   94,993   78,266    6.50    21.37  10.11  9.49
   Total Loans         389,982  362,979  323,464    7.44    12.22   9.70  9.05 
Securities:                                                                     
  Taxable              164,129  158,304  146,147    3.68     8.32   6.04  6.56 
  Non-taxable           74,976   74,594   57,284    5.12    30.22   7.93  7.97
   Total Securities    239,105  232,898  203,431    2.67    14.49   6.64  7.01 

Federal Funds Sold                                                              
and Deposits            34,640   16,917   34,200   104.76  (50.54)  5.82  4.58
Total Earning Assets   663,727  612,794  561,095     8.31    9.21   8.39% 8.15 

Other Assets, Net of                                                            
Allowance for Loan                                               
Losses                  48,241   39,013   34,974   23.65    11.55
                     $ 711,968 $651,807 $596,069    9.23 %   9.35 %             




* 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>

                                                                 TABLE X

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


                       Average                   Percent of Change
                       Outstanding                   Prior       Average Rate* 
                       1995      1994     1993     1995    1994   1995   1994 
<S>                    <C>       <C>      <C>      <C>     <C>    <C>    <C>
Interest-bearing                                                              
Liabilities:                                                              
 Interest-bearing                                                            
  Checking          $   75,436  $ 66,605 $ 54,200  13.26 % 22.89% 2.73%  2.71 %
  Savings Deposits     146,802   162,890  149,558  (9.88)   8.91  3.20   3.59
Large Denomination                                                            
   Certificates         52,065    44,283   48,275  17.57   (8.27) 5.38   4.76
  Time Deposits        277,040   230,254  214,715  20.32    7.24  5.19   4.29
  Borrowed Funds        18,832    18,816   11,591    .09   62.33  5.72   3.57
Total Interest-                                                               
bearing Liabilities    570,175   522,848  478,339   9.05    9.30  4.39   3.88
Demand Deposit          74,750    63,679   55,882  17.39   13.95                
Other Liabilities        2,133     5,145    5,405 (58.54)  (4.81)  
Stockholders' Equity    64,910    60,135   56,443   7.94    6.54  
Total Liabilities                                                             
 and Stockholders'                                                 
 Equity              $ 711,968 $ 651,807 $596,069   9.23 %  9.35 % 
Net Yield on                                                                 
Earnings Assets                                                   4.62%  4.84 %


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

</TABLE>


               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, net increases in deposits amounted to $92,503,000 (demand and
time) in 1995 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.  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.

     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>
                                                                 
  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 %

  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 %

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

</TABLE>

<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>  
                                                                          
  1993                                                              
U.S. Treasury                                                           
and Agency                                                          
Securities  $153,845 6.25% 6,663  7.30% 53,268 5.60% 48,520 6.02% 45,394 7.09 %
State and                                                                  
Political                                                                  
Subdivisions* 68,088 8.39  2,326  7.50  18,427 7.97  38,610 8.46   8,725 9.19
Other                                                                    
Securities     8,143 6.65  2,900  6.68   2,436 6.82     782 8.53   2,025 5.68
Totals      $230,076 6.90%11,889  7.19% 74,131 6.23% 87,912 7.11% 56,144 7.37 %

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

</TABLE>

<TABLE>

                                                             TABLE XII


             PREMIER BANKSHARES CORPORATION AND AFFILIATES
                       INTEREST RATE SENSITIVITY
                       (IN THOUSANDS OF DOLLARS)
                           DECEMBER 31, 1995


                       Interest-             Beyond     
                       Sensitive
                       1-90       91-365     One Year   Total
<S>                    <C>        <C>        <C>        <C>
Earnings Assets:                                        

Loans                $  89,434   $80,444    $236,121  $ 405,999
Investment               6,878    19,079     240,936    266,893
Securities              24,105                           24,105
Fed Funds Sold                                          
   Total Earning                                        
Assets                 120,417    99,523     477,057    696,997
Interest-bearing Liabilities:
Interest-bearing                                        
 Demand                 89,558                           89,558
Savings Deposits       100,371                          100,371
Large Denomination                                     
 CD's                   13,510    24,780     14,549      52,839
Other Time Deposits     74,854   136,681     96,408     307,943
Money Market                                            
 Instruments            40,771                           40,771
Total Interest-                                         
 Bearing Deposits      319,064   161,461    110,957     591,482
Other Short-term Debt   17,407                           17,407
Total Interest-                                         
 bearing Liabilities   336,471   161,461    110,957     608,889
Cumulative Interest-                                    
 Sensitivity Excess  
 (GAP)               $(216,054) $(61,938)   N/A        N/A

</TABLE>

<TABLE>
                                                               TABLE XIII

             PREMIER BANKSHARES CORPORATION AND AFFILIATES
                 MATURITY AND RATE SENSITIVITY ANALYSIS
                       (IN THOUSANDS OF DOLLARS)
                           DECEMBER 31, 1995

                                        Due in One to    
                             Due In     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      $ 71,449 $ 52,272   $ 9,776 $4,168   $ 5,096  $137
Real Estate -                                                    
 Construction        10,101    8,196     1,542     52       311      
Other (Excluding                                                 
 Consumer Installment                                                  
 and Residential                                                      
 Mortgage Loans)     70,294   42,456    19,458  4,006     4,374    
Foreign                                                          

Totals            $ 151,844 $102,924   $30,776 $8,226   $ 9,781  $137

</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, 1995, mature as follows:

<S>                              <C>
Three Months or Less         $   13,510
Over Three Months Through        
Six Months                       10,592
Over Six Months Through          
Twelve Months                    14,188
Over Twelve Months               14,549
                             $   52,839


</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.
204 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, 1995 and 1994,
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, 1995.  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, which statements reflect total assets and
revenue constituting 13% and 14%, respectively, in 1994 and revenue
constituting 12% in 1993 of the related consolidated totals.  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 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 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, 1995
and 1994, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles.

Persinger & Company, L.L.C.

Beckley, West Virginia
January 18, 1996


Brown Edwards & Company

INDEPENDENT AUDITORS' REPORT

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

     We have audited the balance sheets of Dickenson-Buchanan Bank as of
December 31, 1994 and 1993, and the related statements of income, 
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1994.  These financial statements are the 
responsibility of the Bank's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auiditing
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 provide 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 1993, and the results of its operations and
its cash flows for each of the years in the three-year period ended 
December 31, 1994, in conformity with generally accepted accounting principles.

                                                 Brown, Edwards & Company
                                                 CERTIFIED PUBLIC ACCOUNTANTS

1969 Lee Highway
Bristol, Virginia
January 13, 1995

<TABLE>

CONSOLIDATED BALANCE SHEETS
                                                
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)
                                           December 31,
                                          1995       1994
<S>                                       <C>        <C>
ASSETS                                          
                                                
Cash and Due From Banks (Note 16)       $  28,957  $  19,475
Securities Available for Sale (Note 4)    234,183    142,682
Securities Held to Maturity (Note 4)       33,348     88,766
Federal Funds Sold                         24,105     17,240
Loans, Net (Note 5)                       400,569    360,860
Bank Premises and Equipment, Net (Note 6)  17,242     14,259
Accrued Income Receivable                   6,377      5,268
Other Assets                               17,254      6,643
                                        $ 762,035  $ 655,193
                                                
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                
Liabilities:                                    
 Deposits:                                      
   Demand                               $  70,431  $  63,784
   Now Accounts                            89,558     67,518
   Savings                                141,142    160,323
   Time, $100,000 and Over                 52,839     44,978
   Other Time                             307,943    232,807
                                        $ 661,913  $ 569,410
                                                
 Short-Term Debt  (Note7)               $  17,407  $  21,377
 Accrued Interest and Other Liabilities     9,492      2,213
 Long-Term Debt  (Note 8)                              1,900
      TOTAL LIABILITIES                 $ 688,812  $ 594,900
                                                
Commitments and Contingencies (Note 11, 12 and 14)
                                                
Stockholders' Equity  (Note 10):
  Capital Stock:                                
Common, $2 Par Value; Authorized 10,000,000 
shares; Issued 6,650,083 in 
 1995 and 1994 4,987,805                $  13,300  $   9,975
 Surplus                                   18,704     22,029
 Retained Earnings                         40,818     34,501
 Net Unrealized Gain (Loss) on Securities
    Available for Sale                        401     (6,212)
                                        $  73,223  $  60,293
                                        $ 762,035  $ 655,193

See Notes to Consolidated Financial Statements

</TABLE>

<TABLE>

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

                                            Years Ended December 31,
                                        1995         1994         1993
<S>                                     <C>          <C>          <C>
INTEREST INCOME:                                                  
Loans and Fees                       $  37,784    $  32,814    $  30,938
Securities Available for Sale            9,907        9,404        
Securities Held to Maturity              3,935        4,900        1,306
Securities Held for Sale                                          11,167
Federal Funds Sold                       2,017          751        1,009
Money Market Deposits                                    23           76
Trading Account Income                                                17
                                     $  53,643    $  47,892    $  44,513

INTEREST EXPENSE:
Deposits                             $  23,946    $  19,636    $  18,853
Short-term Debt                            877          632          293
Long-term Debt                             200           39           18
                                     $  25,023    $  20,307    $  19,164
Net Interest Income                  $  28,620    $  27,585    $  25,349
                                                                  
PROVISION FOR POSSIBLE LOAN LOSSES
 (NOTE 5)                                  315        1,144          856
 Net Interest Income After 
 Provision for Possible Loan Losses  $  28,305    $  26,441    $  24,493
                                                                             
OTHER INCOME:
Trust Department Income              $     218    $     240    $     254
Service Fees                             2,545        2,006        1,817
Security Gains (Losses)                  (158)          642        1,256
Trading Account Security Losses                                     (34)
Other Service Charges, Commissions    
 and Fees                                1,579        1,496        1,518
Other (Note 13)                            271          297          222
                                     $   4,455     $  4,681     $  5,033
                                                                             
OTHER EXPENSES:
Salaries and Wages                   $   8,004     $  7,480     $  7,012
Pensions and Other Employee 
 Benefits (Note 11)                      2,072        2,259        1,783
Occupancy Expenses                         904          846          848
Equipment Rentals, Depreciation
 and Maintenance                         1,205        1,099          922
Other Operating Expenses (Note 13)       8,397        7,408        6,553
                                     $  20,582    $  19,092    $  17,118
                                                                  
Income Before Income Taxes           $  12,178    $  12,030    $  12,408
                                                                  
FEDERAL INCOME TAXES (NOTE 9)            2,967        3,024        2,889
 NET INCOME                          $   9,211     $  9,006     $  9,519
EARNINGS PER COMMON SHARE (NOTE 10)  $    1.39      $  1.35      $  1.43
CASH DIVIDENDS PER COMMON SHARE      $    0.43      $  0.36      $  0.32

See Notes to Consolidated Financial Statements

</TABLE>

<TABLE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)
                                 Years Ended  December 31, 1995, 1994, and 1993
                                                           Net Unrealized Gain
                                                           (Loss) on Securities
                             Capital Stock             Retained  Available for
                          Shares     Amount   Surplus  Earnings  Sale   Total
<S>                       <C>        <C>      <C>      <C>       <C>    <C>
BALANCE-DECEMBER 31, 1992 4,988,136 $ 9,975 $ 22,036 $ 20,505  $ (95)  $52,421
Net Income                                              9,519            9,519
Cash Dividends Declared                                (2,152)          (2,152)
Stock Repurchased              (331)             (7)                        (7)
Change in Valuation
 Allowance For Marketable
 Equity Securities                                               (12)      (12)
                                                                        
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 Securities 
 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 ThreeStock Split 1,662,278   3,325   (3,325)
BALANCE-DECEMBER 31, 1995 6,650,083 $13,300 $ 18,704 $ 40,818 $   401  $73,223

    See Notes to Consolidated Financial Statements
</TABLE>

<TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)
                                              Years Ended December 31,   
                                           1995        1994          1993 
<S>                                        <C>         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income                             $   9,211    $  9,006      $  9,519   
 Adjustments to Reconcile Net Income
 to Cash Provided by Operating Activities:
  Depreciation and Amortization of
   Premises and Equipment                   1,069         847           823
  Provision for Possible Loan Losses          315       1,144           856 
  Provision for Deferred (Prepaid)
   Income Taxes                                 3         (39)         (401)
  Amortization of Goodwill and Intangibles    662         288           372
  Amortization of Premiums and Accretion
   of Discounts, Net                          690         680           408
  Securities Gains (Loss)                     158        (642)       (1,256)   
  Gain on Foreclosed Properties                23          52           119   
  (Increase) Decrease in Accrued
   Income Receivable                       (1,109)       (652)          147
  Increase in Other Assets                (10,700)       (374)          (5) 
  (Decrease) Increase in Accrued
   Interest Payable and Other Liabilities   7,279      (2,533)          30 
  Net Cash Provided by Operating Activities 7,601    $  7,777     $ 10,612

CASH FLOWS FROM INVESTING ACTIVITIES
 Net Decrease (Increase) in Temporary
  Investments                          $  (6,865)    $ 22,654     $(20,456)
 Proceeds From Sales of Securities
  Held to Maturity                                                   3,324
 Proceeds From Maturities of Securities
  Held to Maturity                         9,170       26,001        1,300
 Purchase of Securities Held to Maturity (20,160)     (15,481)      (1,545)
 Proceeds From Sales of Securities 
  Available for Sale                      35,615       18,648
 Proceeds From Maturities of Securities
  Available for Sale                      24,806       31,524
 Purchases of Securities Available  
  for Sale                               (79,749)     (68,224)
 Proceeds From Sales of Securities 
  Held for Sale                                                     71,533
 Proceeds From Maturities of Securities
  Held for Sale                                                     37,867
 Purchases of Securities Held for Sale                            (152,071)   
 Net Increase in Customer Loans          (40,958)     (30,182)     (34,549)   
 Proceeds From Sales of Foreclosed 
  Properties                                 343        1,356          777
 Purchases of Premises and Equipment      (4,508)      (3,978)      (1,011)   
 Proceeds From Sales of Premises 
  and Equipment                              448           88           39
 Net Cash Used In Investing Activities $ (81,858)    $(17,594)  $  (94,792)

CASH FLOWS FROM FINANCING ACTIVITIES
 Net Increase in Demand, NOW
  and Savings Accounts                 $   9,506     $  1,491   $   67,697
 Net Increase in Time Deposits            82,997        7,175       12,288 
 Net (Decrease) Increase in 
  Short-Term Debt                         (3,970)       6,046        7,187
 Cash Dividends                           (2,894)      (2,377)      (2,152)  
 Purchase of Capital Stock                                              (7)
 Proceeds from Long-term Borrowings                     2,000  
 Payments on Long-term Borrowings         (1,900)        (100)        (776) 
  Net Cash Provided by Financing
   Activities                          $  83,739     $ 14,235   $   84,237
  Net Increase In Cash and Due
   From Banks                          $   9,482     $  4,418   $       57

  See Notes to Consolidated Financial Statements.

</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

<TABLE>
                                                                         
PREMIER BANKSHARES CORPORATION AND AFFILIATES
(In Thousands of Dollars)
                                     Years Ended December 31,
                                   1995        1994        1993
<S>                                <C>         <C>         <C>
CASH AND DUE FROM BANKS                                    
  Beginning                        19,475      15,057      15,000
  Ending                       $   28,957  $   19,475   $  15,057
                                                              
Supplemental Disclosures of Cash Flow Information
 Cash Payments of Interest Paid:
  To Depositors                 $  23,188   $  19,565   $  18,885
  On Federal Funds Purchased and
   Securities Sold Under Agreements
   to Repurchase                    3,723         670         285
  Income Taxes                      2,634       3,229       3,122
 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         $     934      $  903     $  1,214
   Net Change in Unrealized 
    (Gain) Loss on Securities
    Available for Sale             (9,937)      9,298       
                                                           
See Notes to Consolidated Financial Statements.

</TABLE>

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 ACCOUNTING:  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, the banking affiliates of the Company
became National Banking Organizations and their
principle regulatory agency will be 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 interest-bearing 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.

SECURITIES AND ACCOUNTING CHANGE:  The Company adopted
provisions of Statement of Financial Accounting
Standards No. 115, Accounting for Certain Investments
in Debt and Equity Securities, as of January 1, 1994.
Statement 115 requires that management determine
the appropriate classification of securities at the
date of adoption, and thereafter at the date individual
investment securities are acquired, and that the
appropriateness of such classification be reassessed
at each balance sheet date.


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

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. Prior to the adoption of
Statement 115, the Company stated its securities held
for sale at the lower of aggregate cost or market value.
Securities classified as held for sale were part of the
Company's asset and liability management strategy and were
sold in response to changes in interest rates, changes
in prepayment risk, the need to increase regulatory capital
and other factors.  Marketable equity securities were
stated at the lower of their aggregate cost or market
value.  Under both the newly adopted standard and the
Company's former accounting practices, 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.

Note 4 to the consolidated financial statements provides
further information about the effect of adopting
Statement 115.

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.

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. 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 disclosures about 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.


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

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 loans losses is increased
though 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 discontinued on a loan when
management believes, after considering collection
efforts and other factors, that the borrower's financial
condition is such that collection of interest is doubtful.
Upon such discontinuance, all unpaid accrued interest is
reversed.

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

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

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:  Included in other assets are net
intangible assets of $ 10,916,000 and $1,808,000 at
December 31, 1995 and 1994, respectively.  At
December 31, 1995, intangible assets consisted primarily
of $ 10,649,000 of goodwill, and $267,000 of building
premiums.  Intangibles are being amortized over periods
ranging from one to thirty-five years.

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

INCOME TAXES AND ACCOUNTING CHANGE:  Effective
January 1, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, Accounting
for Income Taxes.  This adoption of Statement 109 changes
the Company's method of accounting for income taxes
from the deferred method to a liability method. Under
the deferred method, the Company deferred the past tax
effects of timing differences between financial reporting
and taxable income.  The application of Statement 109 had no
material effect on the accompanying consolidated
financial statements.

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.

CURRENT ACCOUNTING DEVELOPMENTS:  The Financial
Accounting Standards Board has issued Statement
No. 122, Accounting for Mortgage Servicing Rights,
which shall be applied prospectively for fiscal years
beginning after December 15, 1995.  The Statement
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 recognized as a separate
asset and amortized in proportion to and over the period
of estimated net servicing income and should be evaluated
for impairment based on their fair value.  The Company
has not adopted this Statement for the year ended
December 31, 1995, but believes the overall effect of
adoption will be immaterial to the consolidated
financial statements.

The Financial Accounting Standards Board has issued
Statement No. 123, Accounting for Stock-Based
Compensation, which shall be applied for fiscal years
beginning after December 15, 1995, either for its
accounting application or as a minimum its disclosure
features.  This statement establishes financial accounting
and reporting standards for stock-based employee
compensation plans.  Those plans include

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

all arrangements by which employees receive shares of
stock or other equity instruments of the employer
or the employer incurs liabilities to employees in
amounts based on the price of the employer's stock.
Examples are stock purchase plans, stock options,
restricted stock, and stock appreciation rights.

This statement also applies to transactions in which
an entity issues its equity instruments to acquire
goods or services from nonemployees.  Those
transactions must be accounted for based on the fair
value of the consideration received or the fair value
of the equity instruments issued, whichever is more
reliably measurable.  The Company has not adopted x
of the equity instruments issued, whichever is more
but believes the overall effect of adoption will be
immaterial to the consolidated financial statements.



NOTE 2 - BUSINESS COMBINATION
                                                                               
During 1994, Dickenson-Buchanan Bank was acquired in an
exchange of stock transaction in which 582,750 shares
of Premier were issued for all of the outstanding stock of
Dickenson-Buchanan Bank.  The transaction was accounted for
as a pooling-of-interest and all financial data has been
restated accordingly.  The effect of Premier's previously
reported operations and stockholders' equity follows.

<TABLE>

                                              December 31, 1993
                               Previously                                      
                                Reported     Acquisition    Restated    
                              (In Thousands of Dollars Except Per Share Data)
<S>                           <C>            <C>            <C>          
Interest Income           $   38,327      $  6,186       $  44,513       
Net Interest Income           21,670         3,679          25,349       
Net Income                     8,343         1,176           9,519        
Net Income Per Share            1.89         15.68            1.91         
Stockholders' Equity                                                     
  Common Stock                 8,810           750           9,975        
  Surplus                     21,693           750          22,029       
  Retained Earnings           23,943         3,930          27,872       
  Unrealized Loss on                              
   Marketable Equity 
   Securities                   (107)                         (107)
Total Stockholders' Equity $  54,339      $  5,430       $  59,769       

</TABLE>
                                                                         
                                                                               
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.


NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
                                                                               
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.

The estimated fair values in thousands of dollars of the
Company's financial instruments at December 31, 1995 and
1994 are as follows:
        
<TABLE>
                                                                       
                                 December 31, 1995        December 31, 1994
                                 Carrying     Fair        Carrying       Fair
                                  Amount      Value        Amount        Value
<S>                               <C>         <C>           <C>          <C>
Financial Assets:                                                        
  Cash and Short-term                                                    
   Investments             $       53,062   $  53,062    $   36,715    $  36,715
  Securities                      267,531     268,197       231,448      227,835
                                                                         
  Loans                           405,999     412,492       366,704      375,930
  Less:  Allowance for                                                   
Possible Loan Losses                5,430       5,430         5,844        5,844
Net Loans                         400,569     407,062       360,860      370,086
Financial Liabilities:                                                  
  Deposits                        661,913     662,484       569,410      567,820
  Short-term Debt                  17,407      17,407        21,377       21,377
  Long-term Debt                                              1,900        1,900
Unrecognized Financial Instruments:
  Standby Letters of Credit                     1,486                      1,518
  Unused Commercial Line                                                 
   Commitments                                 20,427                     15,740
  Revolving Home Equity Lines                   5,815                      1,425
  Credit Card Lines                             5,852                      3,920
  Other                                         7,327                        690

</TABLE>

NOTE 4 - SECURITIES

As discussed in Note 1, the Company adopted Statement of
Financial Accounting Standards No. 115 as of January 1, 1994.
The January 1, 1994 cumulative effect of adopting Statement 115
was immaterial.  During 1995, the Company revised its accounting
policy by transferring several bonds from its held-to-maturity
category to its available-for-sale category in accordance with the
Financial Accounting Standards Board's Guide to Implementation of
Statement 115.  On December 15, 1995, the Company transferred
bonds with an amortized cost of $66,408,000 and
fair value of $66,605,000.


Carrying amounts and fair values of securities available for sale
as of December 31, 1995 and 1994 are summarized as follows:

<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>
                                                                             
<TABLE>
                                                                             
                                            Gross        Gross             
                              Amortized   Unrealized  Unrealized     Fair
                                Cost        Gains       Losses      Value
                                                  1994
                                        (In Thousands of Dollars)
<S>                           <C>           <C>         <C>          <C>
U.S. Treasury Securities $    23,040      $  29       $   472      $  22,597
U.S. Government Agencies                                             
 and Corporations             39,844          2         2,852         36,994
Obligations of States                                                
 and Political Subdivisions    7,285         47           137          7,195
Corporate Securities           3,885         27           146          3,766
Mortgage-backed                                                       
 Securities                   74,643          8         5,519         69,132
Marketable Equity                                                     
 Securities                    1,596                      222          1,374
Other Debt Securities          1,687                       63          1,624
                         $   151,980      $ 113       $ 9,411      $ 142,682
                                                                      
</TABLE>

NOTE 4 - SECURITIES  (Continued)
                                                                             
Carrying amounts and fair values of securities being held to maturity as of
December 31, 1995 and 1994 are summarized as follows:

<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 Subdivisions       $ 33,282    $ 844        $  178         $ 33,948
Other Debt Securities               66                                      66
                              $ 33,348    $ 844        $  178         $ 34,014
                                                                     
</TABLE>

<TABLE>
                                                                     
                                           Gross         Gross        
                               Amortized   Unrealized    Unrealized   Fair
                               Cost        Gains         Losses       Value
                                                   1994
                                        (In Thousands of Dollars)
<S>                            <C>          <C>           <C>           <C>
U.S. Government      
 Agencies and Corporations   $  6,003     $             $   613       $  5,390
Obligations of States and
 Political Subdivisions        70,712        798          2,698         68,812
Mortgage-backed Securities     11,602          8          1,085         10,525
Other Debt Securities             449                        23            426
                             $ 88,766     $  806        $ 4,419       $ 85,153
                                
</TABLE>
                                     
                                                                             
The amortized cost and fair value of securities available for sale and held
to maturity as of December 31, 1995by 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       $  24,004    $ 24,053  $  1,566      $ 1,546
Due After One Year Through
 Five Years                     104,422     105,093     4,582        4,660
Due After Five Years Through 
 Ten Years                       61,137      61,385    24,947       25,498
Due after Ten Years              43,982      43,652     2,253        2,310
                              $ 233,545    $234,183  $ 33,348      $34,014
                                                                           
</TABLE>
                                                                             
                                                                             
NOTE 4 - SECURITIES  (Continued)
                                                                             
Gross gains and losses from sales of securities for the years ending December
31, 1995, 1994 and 1993, are as follow:
        
<TABLE>
                                                                     
                                 1995         1994        1993               
                                   (In Thousands of Dollars)                 
<S>                              <C>          <C>         <C>         
Realized Gains               $    288      $   795      $ 1,382               
Realized Losses                  (446)        (153)        (126)               
  Net Gains and Losses       $   (158)     $   642      $ 1,256               

</TABLE>
                                                                               
Securities with carrying values of $45,983,000, and $46,447,000 at December
31, 1995 and 1994, repectively, were pledged as collateral on public deposits
and for other purposes as required or permitted by law.
                                                                             


NOTE 5 - LOANS
        
<TABLE>
                                                              
The composition of net loans is as follows:
                                          December 31,               
                                      1995             1994          
                                  (In Thousands of Dollars)
                                                                      
<S>                               <C>              <C>                 
Commercial, Financial,                                                
 and Agricultural               $ 132,601        $ 116,506
Real Estate-                                                          
 Construction                      12,393            8,654
Real Estate-mortgage              165,900          151,972            
Loans to Individuals               97,554           94,520             
Other                               2,937            1,606              
                                $ 411,385        $ 373,258            
Deduct:                                                                
 Unearned discount & net loan fees  5,386            6,554
 Allowance for possible loan losses 5,430            5,844
                                $ 400,569        $ 360,860             
                                   
</TABLE>
        
<TABLE>
                            
Nonperforming assets consist of the following:
                                                                      
                                           December 31,
                                  1995        1994        1993
                                   (In Thousands of Dollars)
<S>                               <C>         <C>         <C>
Nonaccrual Loans                $ 1,925     $ 3,018     $ 4,006
Restructured Loans                  714       1,172       1,128
  Nonperforming Loans           $ 2,639     $ 4,190     $ 5,134
Foreclosed Properties               881         677       1,382
  Nonperforming Assets          $ 3,520     $ 4,867     $ 6,516
                                                                      
</TABLE>
                                                                      
There were no commitments to lend additional funds to customers
whose loans were classified as nonperforming at December 31, 1995
and 1994.  The following table shows the proforma 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,
                              1995       1994       1993
                               (In Thousands of Dollars)
<S>                           <C>        <C>        <C>
Interest Earned             $ 150      $ 269      $ 244
 Interest That Would                              
  Have Been Earned            286        463        506
 Interest Lost              $ 136      $ 194      $ 262
Loss Per Common Share       $ 0.02     $ 0.03     $ 0.04
                                               
</TABLE>
   
NOTE 5 - LOANS (continued)
        
<TABLE>
                                                              
Changes in the allowance for possible loan losses are as follows:
                                                                      
                                    Years Ended December 31,
                                   1995       1994       1993
<S>                                <C>        <C>        <C>
Balance, Beginning              $  5,844    $ 5,227    $ 5,312
 Provision Charged to                                  
Operating Expenses                   315      1,144        856
 Recoveries of Amounts Charged Off   314        445        783
                               $   6,473    $ 6,816    $ 6,951
 Amounts Charged Off               1,043        972      1,724
Balance, Ending                $   5,430    $ 5,844    $ 5,227
                                                           
                                                           
Information about Impaired loans as of and for the year
ended December 31, 1995 is as follows:
                                                                      
Loans receivable for which                                            
there is a related allowance
 for loan losses               $     669                                  
Loans receivable for which 
 there is no related allowance 
 for loan losses                   1,929                                
  Total impaired loans             2,598                                
Related allowance for     
 possible loan losses          $     175
Average balance (based                                                 
on month-end-balances)         $   3,415
Interest income recognized     $     146                                  
                                                                      
</TABLE>
                                                                      
The Company has sold, without recourse, $25,787,000
and $24,817,000 in one-to-four family residential
real estate loans at December 31, 1995 and 1994,
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,                      
                                    1995          1994                  
                                  (In Thousands of Dollars)
<S>                                <C>           <C>               
Land                              $ 2,734       $ 2,984                     
Buildings and Improvements         13,207        10,718                    
Furniture and Equipment            10,291         8,858                     
                                  $26,232       $22,560                    
Less Accumulated Depreciation       8,990         8,301                     
                                  $17,242       $14,259                    
                                                                       
</TABLE>


NOTE 7 - SHORT-TERM DEBT

Short-term debt and weighted average interest rates at
December 31, 1995 and 1994, and the maximun amount
outstanding at any month-end during the year are summarized
as follows:

<TABLE>
                                          December 31, 1995              
                                   Year-End                       Maximum 
                           Amount  Weighted    Average          Outstanding
                            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>
<TABLE>
                                          December 31, 1994                 
                                   Year End                       Maximum  
                           Amount  Weighted    Average          Outstanding    
                            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             $ 19,877     4.56%   $ 17,288   3.36%   $ 25,597       
Other Short-term Borrowing 1,500     6.75          17   5.85       1,500       
                        $ 21,377     4.71%   $ 17,305   3.37%   $ 27,097       

</TABLE>

Federal funds purchased include reserves at the
Federal Reserve or correspondent bank purchases
on a daily basis to satisfy reserve requirements.
Securities sold under repurchase agreements
mature daily or on demand.

NOTE 8 - LONG-TERM DEBT

The Company had unsecured term debt executed on
September 16, 1994 with a face value of $2,000,000.
The loan was payable in quarterly installments of $100,000
plus interest at the fixed rate of 7.60%.  The balance
at December 31, 1994 was $1,900,000.  The agreement
contained restrictions to maintain prescribed levels of
risk-based and other capital ratios, keep nonperforming
assets below an established minimum percentage of loans,
and certain other restrictions.  At December 31, 1994,
the Company was in substantial compliance with all covenants.
The remaining balance of the loan was paid during 1995.





NOTE 9 - INCOME TAXES

<TABLE>
                                                                   
Net deferred tax assets consist of the following components:
                                            December 31,
                                         1995         1994
                                      (In Thousands of Dollars)
<S>                                      <C>          <C>
Deferred Tax Assets:                                               
 Securities Available for Sale         $            $ 3,086
 Allowance for Possible Loan Losses      1,517        1,456
 Deferred Compensation Plans               643          523
 Net Operating Loss Carryforwards          235          292
 Permanent Decline in Securities           111       
 Deferred Loan Fees, Net                    93           77
 Capital Loss Carryforwards                 35           35
 Investment Tax Credit Carryforwards        31           31
 Other                                      37          122
                                       $ 2,702      $ 5,622
Valuation Allowance                         66           66
                                       $ 2,636      $ 5,556
Deferred Tax Liabilities:
 Securities Available for Sale         $   238      $ 
 Bank Premises and Equipment               885          828
 Accretion of Discounts, Net               243          131
                                       $ 1,366      $   959
                                       $ 1,270      $ 4,597
</TABLE>
                                                                   

NOTE 9 - INCOME TAXES (continued)

<TABLE>
                                                                           
The components of consolidated income tax expense are as follows:
                                                                           
                         Years Ended December 31,
                        1995        1994       1993
                         (In Thousands of Dollars)
<S>                     <C>         <C>        <C>
Current Payable     $   2,964     $ 3,063    $ 3,290
Deferred (Prepaid)          3         (39)      (401)
                    $   2,967     $ 3,024    $ 2,889

</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,
                                 1995         1994         1993
                                     (In Thousands of Dollars)
<S>                              <C>          <C>          <C>
Computed Expected Tax Expense  $  4,141     $  4,090     $  4,218
Tax-exempt Interest              (1,380)      (1,346)      (1,153)
Disallowed Interest Expense to
 Carry Tax-exempt Obligations       154          138          117
Utilization of Tax-loss Carryforward                         (405)
Tax Effect of Timing Differences                       
 Recognized                                                   127
Other, Net                           52          142          (15)
                               $  2,967     $  3,024     $  2,889

</TABLE>

At December 31, 1995, the Company had net operating loss carryforwards of 
$690,849 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 10 - STOCKHOLDERS' EQUITY
                                                           
Premier dividend payments are made from dividends received from affiliates 
which amounted to $11,044,000,  $3,004,000, and $2,660,000 at December 31,
1995, 1994, and 1993, 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, 1995, retained net profits, free of such restriction, amounted 
to 14,233,000. 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 collareral 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 $7,149,000 at December 31, 1995.  There was deemed to exist
between the Parent and an affiliate bank at December 31, 1995 a 23A 
transaction in the amount of $1,983,000.
                                                           
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, 1995.
                                                           
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 regulatroy 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 10 - STOCKHOLDERS' EQUITY (continued)
A comparison of the Company's capital as of December 31, 1995 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   13.84%        6.00%        4.00%
Total Risk-based Capital    15.05%       10.00%        8.00%
Leverage Ratio               8.92%        5.00%        4.00%         
Tangible Equity              8.92%                               
                                                   
                                                           
NOTE 11 - 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 $817,000, $814,000 and $812,000 for the years ended 
December 31, 1995, 1994 and 1993, 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 pre-retirement
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 $1,061,000 and $947,000 at December 31, 1995 and 1994, respectively, 
which are reflected in other assets.
                                                           
At December 31, 1995 and 1994, $1,891,000 and $1,538,000, respectively, had 
been accrued under these contracts.  This liability and related deferred
income tax charges of $643,000 and $523,000 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 $239,000,$233,000 and $195,000 
for the years ended December 31, 1995, 1994 and 1993, respectively.
                                                           
Premier's Long-Term Incentive Plan (The "Plan" ) was approved by the 
shareholders on April 20, 1995. The Plan administered by the Personal 
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 andperformance units.

NOTE 11 - EMPLOYEE BENEFIT PLANS (continued)
                                                           
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:
                                                           
The following is a summary of changes in options outstanding:
                                        

</TABLE>
<TABLE>
                   
                        Number         Option       Price
                        of Shares      Per Share    Total
                         (In Thousands of Dollars)
<S>                     <C>            <C>          <C>
Options outstanding at
 December 31, 1994                    $            $         
Granted                 41,720*        12.56        524
Expired                                                 
Exercised                                               
Options outstanding at
 December 31, 1995      41,720        $12.56       $524
                                                        
Shares available for grant
at December 31, 1995   791,613*                            
                                                        
*Adjusted for the four for three stock split declared December 14, 1995.

</TABLE>

NOTE 12 - LEASE OBLIGATIONS

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, 1995, 1994 and 1993 was $35,000, $27,000,and $17,000, respectively.
At December 31, 1995, Premier and its affiliates were not obligated under
long-term operating or capital leases.

NOTE 13 - OTHER INFORMATION

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

<TABLE>
                                           Years Ended December 31,
                                        1995        1994          1993
                                              (In Thousands of Dollars)
<S>                                     <C>         <C>           <C>         
Other Income (Includes no items in
 excess of 1% of total revenue)        $  271      $  297        $  222
Other Expense       
 Data Processing Fees                  $  979      $  622        $  963       
 Amortization of Goodwill                 653         288           372       
 FDIC Assessment                          691       1,279         1,092       
 Other (Includes no items in
  excess of 1% of total revenue)        6,074       5,219         4,126
                                       $8,397      $7,408        $6,553       

</TABLE>


NOTE 14 - 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 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.

NOTE 14- COMMITMENTS AND CONTINGENT LIABILITIES (continued)

<TABLE>  
                                    Contractual Amounts       
                                      at December 31,                 
                                    1995            1994             
                                 (In Thousands of Dollars)         
Financial instruments whose contract amounts represent credit risk:
<S>                                 <C>             <C>             
 Standby Letters of Credit       $   1,547        $  1,664     
 Unused Commercial Line Commitments 21,260          18,584
 Revolving Home Equity Lines         6,052           1,452
 Credit Card Lines                   6,091           3,717       
 Other                               7,626           1,967        
                                                                  
</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 15 - 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 (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,  
                                         1995              1994     
                                        (In Thousands of Dollars)    
<S>                                      <C>               <C>         
Balance, Beginning                                                     
New Loans                          $      9,410         $   7,752           
Repayments                                5,354            18,303       
Relationship Changes                     (5,470)          (17,001)    
Balance, Ending                          (1,784)              356      
                                   $      7,510         $   9,410         

</TABLE>
                                                                
NOTE 16 - 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 $3,703,000 and $2,763,000 for the
two-week period including  December 31, 1995 and 1994, respectively.


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>
                                                  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>

<TABLE>
                                                  1994
                                          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       $  11,671      $  11,930    $ 12,059     $ 12,232         
Interest Expense          4,999          5,056       5,042        5,210         
Provision for Possible 
 Loan Losses                 92            155         456          441
Securities Gains(Losses)    672             10         (15)         (25)
Other Income                902            948       1,128         1,061  
Other Expense             4,630          4,716       4,810         4,936
Income Before Tax
 Expense              $   3,524      $   2,961    $  2,864     $   2,681
Income Tax Expense          944            706         667           707   
Net Income            $   2,580      $   2,255    $  2,197    $    1,974  
Net Income Per Share  $    0.39      $    0.33    $   0.33    $     0.30

</TABLE>

NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION

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

<TABLE>
                                                       December 31,       
                                                  1995              1994    
                                                (In Thousands of Dollars)
<S>                                               <C>               <C>  
Assets                                                                   
 Cash and Noninterest Bearing                                 
  Deposits in Banks                             $   122           $   690   
 Interest-bearing Deposits in Banks                  53                51    
 Investments                                         61               200
 Investments in Affiliated    
  Banks, at Equity                               71,873            58,406   
 Loans, Net                                                            38   
 Premises & Equipment, Net                        2,953             2,989  
 Other Assets                                       201               249 
 Intangibles                                        879             1,052   
                                                $76,142           $63,675 
Liabilities                                                               
 Accounts Payable and Accrued Liabilities       $   936           $ 1,282
 Short-term Debt                                                      200 
 Long-term Debt                                   1,983             1,900  
                                                $ 2,919           $ 3,382   

Stockholders' Equity                 
 Common Stock                                   $13,300           $ 9,975  
 Capital Surplus                                 18,704            22,029 
 Retained Earnings                               40,818            34,501 
 Net Unrealized Gain (Loss) on Securities
  Available For Sale                                401            (6,212)  
                                                $73,223           $60,293  
                                                $76,142           $63,675  
</TABLE>
                                                                        
NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION (continued)
        
<TABLE>
                                                                
Statements of Income
                                                                        
                                        Years Ended December 31,
                                     1995         1994         1993
                                       (In Thousands of Dollars)
<S>                                  <C>          <C>          <C>
Income                                                                  
 Dividends from Banking Affiliates  $11,044      $3,004       $2,660
 Service Fees                         1,728         273          279
 Interest                                 9           5            4
                                    $12,781      $3,282       $2,943
Expenses                                                        
 Salaries and Employee Benefits     $ 1,086      $  737       $  590
 Interest on Short-term Debt            145           1            8
 Interest on Long-term Debt             151          39           18
 Equipment Rentals, Depreciation  
  and Maintenance                       234         112          148
 Professional Fees                      425         675           84
 Postage                                247          12            8
 Courier                                156                     
 Data Processing                        108          27           11
 Amortization of Goodwill and
  Other Intangibles                     173         173          270
 Other                                  420         235          152
                                    $ 3,145      $2,011       $1,289
                                                                
Income Before Income Tax Benefit and
 Equity in Undistributed Income
 of Affiliates                      $ 9,636      $1,271       $1,654
Federal Income Tax Benefit              321         499          213
Income Before Equity in Undistributed
 Income of Affiliates               $ 9,957      $1,770       $1,867
Equity in Undistributed  
 Income of Affiliates                  (746)      7,236        7,652
Net Income                          $ 9,211      $9,006       $9,519
                                                                
</TABLE>

NOTE 18 - PARENT COMPANY FINANCIAL INFORMATION  (continued)
        
<TABLE>
                                                                  
Statements of Cash Flows
                                                                          
                                            Years Ended December 31,
                                         1995        1994         1993
                                          (In Thousand of Dollars)
Cash Flows From Operating Activities
<S>                                      <C>         <C>          <C>
 Net Income                             $ 9,211     $ 9,006      $ 9,519
 Adjustments to Reconcile Net Income to Net
   Cash Provided by Operating Activities:
   Depreciation of Premises & Equipment     185          80           69
   Deferred Tax Assets (Liabilities)       (100)         93
   Amortization of Intangibles              173         173          270
   Decrease (Increase) in Equity in 
    Undistributed Income of Affiliates      746      (7,236)      (7,652)
   Decrease (Increase) in Other Assets      148        (149)        (104)
   Decreae (Increase) In Accounts Payable 
    and Accrued Liabilities                (346)        610          129
   Net Cash Provided By Operating 
    Activities                          $10,017      $2,577       $2,231
Cash Flows From Investing Activities
  Net Increase in Temporary Investments $    (2)     $  (51)      $
  Purchase Of Investment Security           (61)       (200)         
  Sale of Investment Security               200                        
  Repayment of Loan Receivable 
   From Affiliate                         1,041         959
  Advance of Loan Receivable 
   From Affiliate                         1,983
  Investment in Affiliates               (7,600)         70          169
  Net Decrease In Customer Loan              38          17            
  Premises and Equipment Expenditures      (149)     (2,852)         (17)
  Net Cash Provided By (Used In)
  Investing Activity                    $(5,591)    $(1,975)      $1,111
Cash Flows From Financing Activities
 Increase (Decrease) in Short-term Debt $  (200)    $   140       $ (140)
 Issuance of Long-term Debt                           2,000         
 Repayment of Long-term Debt             (1,900)       (100)        (776)
 Purchase of Capital Stock                                            (7)
 Cash Dividends                          (2,894)     (2,377)      (2,152)
 Net Cash Used in Financing Activities  $(4,994)    $  (337)     $(3,075)
  Net Increase(Decrease) in Cash and Due 
   from Banks                           $  (568)     $  265      $   267
Cash and Due from Banks                                          
  Beginning                                 690         425          158
  Ending                                $   122      $  690      $   425
                                                                 
</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*

ITEM 11. EXECUTIVE COMPENSATION*

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT*

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS*


*This information is incorporated by reference from the registrant's
definitive proxy statement pursuant to Instruction G of Form 10-K since
the Registrant has filed with the Securities and Exchange Commission a
definitive Proxy Statement in respect to its 1996 Annual Stockholders
Meeting.
                               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
stements 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)  No reports on Form 8-K were filed for the three months ended
December 31, 1995.




                              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/ Donald B. Baker,    Director          /s/ Charles C. Henley,  Director
    Date Executed: 02-15-96                   Date Executed: 02-15-96

/s/ Claude H. Vandyke,  Director          /s/ Stanley King, Sr.,  Director
    Date Executed: 02-15-96                   Date Executed: 02-15-96

/s/ George R. Smith,Jr.,Director          /s/ John A. Johnston,   Director
    Date Executed: 02-15-96                   Date Executed: 02-15-96

/s/ Robert B. Brittain, Director          /s/ Miles L. Hillman,   Director
    Date Executed: 02-15-96                   Date Executed: 02-15-96

/s/ Jack P. Chambers,   Director          /s/ Gene H. James,      Director
    Date Executed: 02-15-96                   Date Executed: 02-15-96

/s/ J. Robert Buchanan, Treasurer         /s/ Ellen Simpson, 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, 1995

                    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, 1995  are included in Item 8:
 
 Report of Independent Auditors                                32
                                                                 
 Consolidated Balance Sheets - December 31, 1995 and           34
 1994                                                            
 Statements of Consolidated Income - Years ended                 
 December 31, 1995,                                            35
   1994 and 1993                                                 
 Statements of Changes in Stockholders' Equity -                 
 Years ended December 31,    1995, 1994 and 1993               36
                                                                 
 Statements of Consolidated Cash Flows - Years ended             
 December 31, 1995,     1994 and 1993                       37-38
                                                                 
 Notes to Consolidated Financial Statements                 39-63
 
 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


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,    100.00      The United      Registrant
 N.A.                                  States of
                                        America
                                           
 Premier Bank, N.A.       100.00      The United      Registrant
                                       States of
                                        America
                                           
 Premier Bank-South,      100.00      The United      Registrant
 N.A.                                  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,                 State of
 Inc.                                  Virginia