UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                   FORM 10-QSB



                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


For Quarter Ended                            Commission File Number: 0-30541
                                                                     -------
  March 31, 2003

                            Pioneer Bankshares, Inc.
                         ---------------------------
                      (Exact name of Small Business Issuer
                         as specified in its charter)

       Virginia                                               54-1278721
------------------------                                    --------------
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)


                              263 East Main Street
                                 P. O. Box 10
                             Stanley, Virginia 22851
                          --------------------------
                   (Address of Principal Executive Offices)


                                (540) 778-2294
                          -------------------------
             (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirement for
the past 90 days. Yes X    No
                     -----    ------

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

          Class                                 Outstanding at March 31, 2003
------------------------                        -----------------------------
Common Stock, par value - $.50                            1,092,410 shares

Transitional   Small  Business   Disclosure   Format  (check  one):  Yes
No  X



<PAGE> 1


                            PIONEER BANKSHARES, INC.


                                      INDEX

                                                                      Page

PART I     FINANCIAL INFORMATION                                        2

Item 1.    Financial Statements

           Consolidated Statements of Income - Three Months
           Ended March 31, 2003 and 2002                                2

           Consolidated Balance Sheets - March 31, 2003 and
           December 31, 2002                                            3

           Consolidated Statements of Changes in Stockholders'
           Equity - Three Months Ended March 31, 2003 and 2002          4

           Consolidated Statements of Cash Flows - Three Months
           Ended March 31, 2003 and 2002                                5

           Notes to Consolidated Financial Statements                   6

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                8

Item 3.    Controls and Procedures                                     15



PART II    OTHER INFORMATION                                           15

Item 1.    Legal Proceedings                                           15

Item 2.    Changes in Securities                                       15

Item 3.    Defaults upon Senior Securities                             15

Item 4.    Submission of Matters to a Vote of Security Holders         15

Item 5.    Other Information                                           15

Item 6.    Exhibit and Reports on Form 8K                              15

           SIGNATURES                                                  16

           CEO Certification                                           17

           CFO Certification                                           19


<PAGE> 2


Part I  Financial Information
Item 1  Financial Statements

                            PIONEER BANKSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                            (In Thousands of Dollars)

                                                       Three Months Ended
                                                            March 31,
                                                        2003          2002
Interest and Dividend Income:
   Loans including fees                             $    2,006    $   2,322
   Debt securities - taxable                               107          100
   Debt securities - nontaxable                             21           23
   Deposits and federal funds sold                          24           17
   Equity securities                                        27           17
                                                     ---------     --------

   Total Interest and Dividend Income                    2,185        2,479
                                                     ---------     --------

Interest Expense:
   Deposits                                                508          764
   Borrowings                                               74           82
                                                     ---------     --------

   Total Interest Expense                                  582          846
                                                     ---------     --------

Net Interest Income                                      1,603        1,633
Provision for loan losses                                  317          210
                                                     ---------     --------

Net interest income after provision
   for loan losses                                       1,286        1,423
                                                     ---------     --------

Noninterest Income:
   Service charges on deposit accounts                     198          181
   Other income                                             91           62
   Loss on security transactions                            (4)          (5)
                                                     ----------    ---------

   Total Noninterest Income                                285          238
                                                     ---------     --------

Noninterest Expense:
   Salaries and benefits                                   507          554
   Occupancy expenses                                       63           69
   Equipment expenses                                      171          157
   Other expenses                                          346          471
                                                     ---------     --------

   Total Noninterest Expenses                            1,087        1,251
                                                     ---------     --------

Income before Income Taxes                                 484          410
Income Tax Expense                                         160          130
                                                     ---------     --------

Net Income                                          $      324    $     280
                                                     =========     ========

Per Share Information
   Net income                                       $     0.30   $     0.25
                                                     ==========    =========
   Dividends                                        $     0.11   $     0.11
                                                     ==========    =========

Weighted Average Shares Outstanding                  1,092,410    1,111,109
                                                     =========     =========

       The accompanying notes are an integral part of these statements.


<PAGE> 3


                            PIONEER BANKSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                            (In Thousands of Dollars)

                                                      March 31,   December 31,
                                                        2003          2002
ASSETS

Cash and due from banks                              $   5,047    $   7,680
Federal funds sold                                         850          500
Interest bearing deposits in banks                       6,086        4,811
Investment securities
   Held to maturity                                         69           76
   Available for sale                                   17,006       19,551
Loans receivable, net of allowance for loan
   losses of $1,581 and $1,448 respectively             82,883       86,099
Bank premises and equipment, net                         4,174        3,919
Other assets                                             2,427        2,493
                                                      --------    ---------

   Total assets                                      $ 118,542    $ 125,129
                                                      ========     ========

LIABILITIES

Deposits
   Noninterest bearing demand                        $  19,668    $  20,367
   Interest bearing
      Demand                                            13,037       12,986
      Savings                                           12,994       12,482
      Time deposits over $100,000                        7,894        9,949
      Other time deposits                               46,371       50,741
                                                      --------     --------

   Total Deposits                                       99,964      106,525

Accrued expenses and other liabilities                     777          854
Borrowings                                               4,913        5,075
                                                      --------     --------

   Total Liabilities                                   105,654      112,454
                                                      --------     --------

STOCKHOLDERS' EQUITY

Common stock; $.50 par value, shares
   outstanding 1,092,410                                   546          546
Retained earnings                                       12,118       11,913
Accumulated other comprehensive income                     224          216
                                                      --------     --------

   Total Stockholders' Equity                           12,888       12,675
                                                      --------     --------

   Total Liabilities and Stockholders' Equity        $ 118,542    $ 125,129
                                                      ========     ========


       The accompanying notes are an integral part of these statements.


<PAGE> 4



                            PIONEER BANKSHARES, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            (In Thousands of Dollars)



                                                      Three Months Ended
                                                           March 31,
                                                       2003         2002

Balance, beginning of period                       $  12,675     $  12,257

Comprehensive Income:

   Net income for period                                 324           280
   Net change in unrealized gains
      on securities available for sale,
      net of income taxes                                  8            20
                                                    --------      --------

   Total Comprehensive Income                            332           300

Dividends declared                                      (119)         (123)
                                                    ---------     ---------

Balance, end of period                             $  12,888     $  12,434
                                                    ========      ========



       The accompanying notes are an integral part of these statements.


<PAGE> 5



                            PIONEER BANKSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In Thousands of Dollars)

                                                       Three Months Ended
                                                            March 31,
                                                        2003         2002
Cash Flows from Operating Activities:
   Net income                                        $     324   $     280
   Adjustments to reconcile net income to net
      cash provided by operating activities:
         Provision for loan losses                         317         210
         Depreciation                                      124         105
         Net Accretion/Amortization of securities                        4
         Loss on sale of securities                          4           5
         Income on insurance policies                      (12)        (10)
            Net change in:
            Other assets                                    78        (103)
            Accrued expense and other liabilities          (81)        (65)
                                                      --------    ---------

   Net Cash Provided by Operating Activities               754         426
                                                      --------    --------

Cash Flows from Investing Activities:
   Net change in federal funds sold                       (350)     (4,050)
   Net (increase) decrease in interest
      bearing deposits                                  (1,275)        283
   Proceeds from maturities and sales
      of securities available for sale                   9,069         366
   Proceeds from maturities and calls
      of securities held to maturity                         8         143
   Purchase of securities available for sale            (6,517)     (2,201)
   Net (increase) decrease in loans                      2,899      (2,948)
   Purchase of bank premises and equipment                (379)        (77)
                                                      ---------   --------

   Net Cash Provided by (Used in)
      Investing Activities                               3,455      (8,484)
                                                      --------    --------

Cash Flows from Financing Activities:
   Net change in:
      Demand and savings deposits                         (136)      3,405
      Time deposits                                     (6,425)      4,886
   Curtailments of borrowings                             (162)       (162)
Dividends Paid                                            (119)          0
                                                      ---------   --------

   Net Cash Provided by (Used in)
      Financing Activities                              (6,842)      8,129
                                                      ---------   --------

Cash and Cash Equivalents
   Net increase (decrease) in cash and
      cash equivalents                                  (2,633)         71
   Cash and Cash Equivalents, beginning of year          7,680       4,865
                                                      --------    --------

   Cash and Cash Equivalents, End of Year            $   5,047   $   4,936
                                                      ========    ========

Supplemental Disclosure of Cash Paid
   During the Year for:
      Interest                                       $     734   $     812
      Income taxes                                   $      33           2


       The accompanying notes are an integral part of these statements.


<PAGE> 6



                            PIONEER BANKSHARES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1   ACCOUNTING PRINCIPLES:

         The consolidated financial statements conform to generally accepted
         accounting principles and to general industry practices. In the opinion
         of management,  the accompanying unaudited consolidated financial
         statements contain all adjustments (consisting of only normal recurring
         accruals) necessary to present fairly the financial position as of
         March 31, 2003 and the results of operations for the three-month
         periods ended March 31, 2003 and March 31, 2002. The notes included
         herein should be read in conjunction with the notes to financial
         statements included in the 2002 annual report to stockholders of
         Pioneer Bankshares, Inc.


NOTE 2   INVESTMENT SECURITIES:

         The amortized cost of investment securities and their approximate
         market values at March 31, 2003 and December 31, 2002 follows:

                                              2003                2002
                                        Amortized Market   Amortized Market
                                          Cost     Value     Cost     Value

         Securities held to maturity:
            Mortgage-backed securities       69       72        76       78
                                        -------  -------    ------   ------

            Total                      $     69 $     72   $    76  $    78
                                        =======  =======    ======   ======


         Securities available for sale:
            U.S. Treasury and agency
              obligations              $ 13,026 $ 13,177   $15,508  $15,666
            Municipal Securities          2,341    2,504     2,342    2,476
            Equity Securities             1,298    1,325     1,372    1,409
                                       -------- --------   -------  -------

            Total                      $ 16,665 $ 17,006   $19,222  $19,551
                                        =======  =======    ======   ======


<PAGE> 7


                            PIONEER BANKSHARES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3   LOANS:

         Loans outstanding are summarized as follows:

                                                     March 31,   December 31,
                                                        2003         2002

         Real estate loans                            $ 45,657    $ 45,641
         Commercial and industrial loans                21,126      22,170
         Loans to individuals, primarily
            collateralized by autos                     19,983      22,388
         All other loans                                   171         220
                                                       -------     -------

            Total Loans                                 86,937      90,419

         Less unearned discount                         (2,473)     (2,872)
                                                       -------     --------

         Loans, less unearned discount                  84,464      87,547

         Less allowance for loan losses                 (1,581)     (1,448)
                                                       -------     --------

            Net Loans Receivable                      $ 82,883    $ 86,099
                                                       =======     =======


NOTE 4   ALLOWANCE FOR LOAN LOSSES:

         A summary of transactions in the allowance for loan losses for the
         three months ended March 31, 2003 and March 31, 2002 follows:

                                                          2003        2002

         Balance, beginning of period                 $  1,448    $  1,153
         Provision charged to operating expenses           317         210
         Recoveries of loans charged off                   127          51
         Loans charged off                                (311)       (226)
                                                       -------     --------

         Balance, end of period                       $  1,581    $  1,188
                                                       =======     =======


<PAGE> 8



Item 2   Management's Discussion and Analysis of Financial
         Condition and Results of Operations


The discussion covers the consolidated financial condition and operations of
Pioneer Bankshares, Inc. ("Company") and its subsidiary Pioneer Bank ("Bank").

Overview

For the first quarter of 2003, net income including security transactions was
$324,000 ($.30 per share) compared with $280,000 ($.25 per share) for the first
quarter of 2002. This increase in net income can be mainly attributed to
commission income from Pioneer Financial Services and reductions in non-interest
expenses as discussed below.

Results of Operations

Net Interest Margin

The tax equivalent net interest income decreased $36,000 or 2.18% in the first
quarter of 2003 compared to the first quarter of 2002. This was primarily due to
a decrease in the volume of installment loans during the first quarter of 2003
and an increase in the volume of fed funds and investments with a lower yield.
As a result, the net yield on interest earning assets decreased from 6.04% for
the first quarter of 2002 to 5.74% for the first quarter of 2003. See the Net
Interest Margin Analysis in Table I included in this report.

Noninterest Income

For the first quarter of 2003, noninterest income increased $47,000 from the
first quarter of 2002. This was primarily the result of increased service
charges due to deposit account growth and commission income from the sale of
investment and insurance products.  Non-interest  income,  exclusive of
security transactions, increased from .82% of average assets at March 31, 2002
to .95% at March 31, 2003.

Noninterest Expense

For the first quarter of 2003, non-interest expense decreased $164,000 (13.11%)
from the first quarter of 2002. Salaries and benefits expense accounted for
$47,000 of the total decrease. The decrease in salary and benefit expense is
mainly attributed to the departure of two officers, whose positions have been
filled at a lower compensation level. Equipment expense increased by $14,000
(8.92%) due to increased depreciation on significant asset purchases for
technology upgrades. Other expenses decreased due to a combination of factors: a
decrease of $65,000 in legal fees primarily related to the Company's ESOP, a
$13,000 decrease in supply expense, a $10,000 decrease in advertising expense,
and a $14,000 decrease in processing fees related to commercial asset based
lending activities which have been discontinued. Noninterest expense decreased
from 4.20% of average assets at March 31, 2002 to 3.59% at March 31, 2003.



<PAGE> 9


Financial Condition

Securities

The Company's securities portfolio is held to assist the Company in liquidity
and asset liability management as well as capital  appreciation.  The
securities portfolio consists of securities held to maturity and securities
available for sale. Securities are classified as held to maturity when
management has the intent and ability to hold the securities to maturity. These
securities are carried at amortized cost. Securities available for sale include
securities that may be sold in response to general market fluctuations, general
liquidity needs and other similar factors. Securities available for sale are
recorded at market value. Unrealized holding gains and losses of available for
sale securities are excluded from earnings and reported (net of deferred
income taxes) as a separate  component of shareholders' equity. As of March
31, 2003, the market value of all securities available for sale exceeded their
amortized cost by $341,000 ($224,000 after the consideration of income taxes).
This is the result of an increase in the unrealized gain on investments.
Management has traditionally held debt securities (regardless of classification)
until maturity and thus it does not expect the minor fluctuation in the value of
these securities to have a direct impact on earnings.

Investments in securities decreased 13.00% at March 31, 2003 from December 31,
2002. The Company generally invests in securities with a relatively short-term
maturity due to uncertainty in the direction of interest rates. Of the
investments in securities available for sale, 7.79% (based on market value) are
invested in equities, some of which are dividend producing and subject to the
corporate dividend exclusion for taxation  purposes.  The Company believes these
investments offer adequate returns and/or have the potential for significant
increases in value.

Loan Portfolio

The Company operates in a service area in the western portion of Virginia, which
includes the counties of Page, Greene, Rockingham and the City of Harrisonburg.
The Company does not make a significant number of loans to borrowers outside its
primary service area. The Company is very active in local residential
construction mortgages. Commercial lending includes loans to small and medium
sized businesses within its service area.

An inherent risk in the lending of money is that the borrower will not be able
to repay the loan under the terms of the original agreement. The allowance for
loan losses (see subsequent section) provides for this risk and is reviewed
periodically for adequacy. The risk associated with real estate and installment
notes to individuals is based upon employment, the local and national economies
and consumer confidence. All of these affect the ability of borrowers to repay
indebtedness. The risk associated with commercial lending is substantially based
on the strength of the local and national economies in addition to the financial
strength of the borrower.

While lending is geographically diversified within the service area, the Company
does have concentrations in residential real estate loans and consumer auto
loans. A significant percentage of residential real estate loans and consumer
installment loans are made to borrowers employed by businesses outside our
service area.

In the first three months of 2003, the loan portfolio decreased $3,083,000, as a
result of a substantial decrease in installment loans, primarily collateralized
by automobiles. A schedule of loans by type is shown in a note to the
consolidated financial statement included in this report.



<PAGE> 10



Loan Portfolio (Continued)

The risk elements in lending activities include nonaccrual loans, loans 90 days
or more past due and restructured loans. Nonaccrual loans are loans on which
interest accruals have been suspended or discontinued permanently. Restructured
loans are loans, which have changed the original interest rate or repayment
terms due to financial hardship. Nonaccrual loans and loans 90 days or more past
due totaled $743,000 at March 31, 2003 compared to $755,000 at March 31, 2002. A
majority of these past due loans are secured by residential or commercial real
estate. Although the potential exists for some loan losses, management believes
the bank is generally well secured and continues to actively work with these
customers to effect payment.

Problem loans (serious doubt loans) are loans whereby information known by
management indicates that the borrower may not be able to comply with present
payment terms. Management was not aware of any problem loans at March 31, 2003
not included in the past due or nonaccrual status.

As of March 31, 2003 the Company did not hold any real estate that was acquired
through foreclosure.

Allowance for Loan Losses

Management evaluates the loan portfolio in light of national and local economic
trends, changes in the nature and value of the portfolio and industry standards.
Specific factors considered by management in determining the adequacy of the
level of the allowance include internally generated loan review reports, past
due reports, historical loan loss experience, and individual borrower's
financial condition.  This review also considers concentrations of loans in
terms of geography, business type, or level of risk. Management evaluates the
risk elements involved in loans relative to their collateral value and maintains
the allowance for loan losses at a level which is adequate to absorb credit
losses inherent in the loan portfolio. In addition, regulatory agencies, as an
integral part of their examination process, periodically review the estimated
losses on loans. Such agencies may require the Bank to recognize additional
losses based on their judgments about information available to them at the time
of their examination.

The methodology used to calculate the allowance for loan losses and the
provision for loan losses is a significant accounting principle which is based
on estimates that are particularly susceptible to significant changes in the
economic environment and market conditions.

The provision for loan losses and changes in the allowance for loan losses are
shown in Note 4 to the financial statements.

The allowance for loan losses of $1,581,000 at March 31, 2003 increased $133,000
from its level at December 31, 2002. The increase was due to funding for
charge-offs and the risks related to auto and credit card financing. The
allowance was equal to 1.87% of total loans at March 31, 2003 and 1.65% at
December 31, 2002.

Premises and Equipment

During the second quarter of 2002, the Company purchased a lot for a new branch
facility  located in  Harrisonburg  for $249,000.  The current
Harrisonburg branch will be relocated to the new office and Valley Finance
Service will be relocated to the existing branch location. Additional cost to
complete the building is estimated to be $520,000. The Bank anticipates the new
branch will be completed in the summer of 2003.


<PAGE> 11



Deposits

The Company's main source of funds is customer deposits received from
individuals, governmental  entities and businesses  located within the
Company's service area. Deposit accounts include demand deposits, savings, money
market and certificates of deposit. The Company's deposits decreased by
$6,561,000 or 6.16% during the first quarter of 2003. This decrease is mainly in
the area of certificates of deposit and is a result of management's efforts to
reduce deposit expense by offering lower rates than in the past.  Rates
offered during the period were still competitive with other banks.


Capital

The Company maintains a strong capital base to expand facilities, promote public
confidence, support operations and grow at a manageable level. As of March 31,
2003 and December 31, 2002, the Company's total capital to total assets ratios
were 10.87% and 10.13%, respectively. The capital ratios exceed regulatory
minimums. Earnings have been sufficient to allow for dividends to be declared on
a quarterly basis and management has no reason to believe this payment schedule
will not continue.

Liquidity

Liquidity is the ability to meet present and future financial obligations
through either the sale or maturity of existing assets or the acquisition of
additional funds through liability management. Liquid assets include cash,
interest bearing deposits with banks, federal funds sold, investments and loans
maturing within one year. The Company's ability to obtain deposits and purchase
funds at favorable rates determines its liquidity exposure. As a result of the
Company's management of liquid assets and the ability to generate liquidity
through borrowings, management believes that the Company maintains overall
liquidity  sufficient  to satisfy  its  depositors' requirements and
meet its customers' credit needs.

Additional sources of liquidity available to the Company include, but are not
limited to, loan repayments, deposits obtained through the adjustment of
interest rates, purchases of federal funds and borrowings. To further meet its
liquidity needs, the Company also maintains lines of credit with the Federal
Home Loan Bank of Atlanta and correspondent banks. In the past, growth in
deposits and proceeds from the maturity of investment securities have been
sufficient to fund most of the net increase in loans and investment securities.

There are no off-balance-sheet items that should impair future liquidity.

Liquidity as of March 31, 2003, remains adequate and within policy guidelines.


Interest Rate Sensitivity

The Company historically has had a stable core deposit base and, therefore, does
not have to rely on volatile funding sources. Because of the stable core deposit
base, changes in interest rates should not have a significant effect on
liquidity. During 2003, the Bank has used deposits to meet its liquidity needs.
The Bank's membership in the Federal Home Loan Bank System also provides
liquidity. The matching of the long-term receivables and liabilities helps the
Company reduce its sensitivity to interest rate changes.

The Company reviews its interest rate gap periodically and makes adjustments as
needed.

Table II contains an analysis, which shows the repricing opportunities of
earning assets and interest bearing liabilities as of March 31, 2003.


<PAGE> 12



As of March 31, 2003, the Company had a cumulative Gap Rate Sensitivity Ratio of
(29.10%) for the one year repricing period, compared with (33.47%) at December
31, 2002. This was primarily due to a significant decrease in interest bearing
liabilities that reprice within one year. This generally indicates that earnings
would improve in a declining  interest rate environment as liabilities
reprice more quickly than assets. Conversely, earnings would probably decrease
in periods during which interest rates are increasing. However, in actual
practice, this may not be the case as deposits may not reprice concurrently with
changes in rates within the general economy. Management constantly monitors the
Company's interest rate risk and has  decided  the  current
position  is  acceptable  for a well-capitalized community bank
operating in a rural environment.


Effect of Proposed Accounting Standards

The Company does not believe that any newly issued but as yet unapplied
accounting standards will have a material impact on the Company's financial
position or operations.


Securities and Exchange Commission Web Site

The  Securities  and  Exchange  Commission  maintains  a
Web  site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including Pioneer Bankshares, Inc.




<PAGE> 13


TABLE I

                            PIONEER BANKSHARES, INC.
                          NET INTEREST MARGIN ANALYSIS
                        (On a Fully Tax Equivalent Basis)
                          (Dollar Amounts in Thousands)


                        Three Months Ended            Three Months Ended
                          March 31, 2003                March 31, 2002

                     Average  Income/              Average  Income/
                     Balance  Expense   Rates      Balance  Expense   Rates

Interest Income
  Loans 1
    Commercial      $ 2,928   $   62    8.47%     $ 2,950   $   62    8.41%
    Real estate      64,138    1,217    7.59%      63,673    1,330    8.36%
    Installment      18,185      683   15.02%      23,892      880   14.73%
    Credit Card         851       44   20.68%         940       50   21.28%
  Federal funds
    sold              8,486       24    1.13%       4,123       17    1.65%
  Interest bearing
    deposits          5,218       27    2.07%       4,221       17    1.61%
Investments
    Taxable 3        10,313      107    4.15%       6,981      105    6.04%
    Nontaxable 2      2,341       32    5.44%       2,514       35    5.54%
                     ------    -----   -----       ------    -----   -----

Total earning
  assets            112,460    2,196    7.81%      109,294   2,496    9.14%
                     -------   -----   -----       -------   -----   -----

Interest Expense
  Demand deposits    13,027       19    0.58%      11,432       28    0.98%
  Savings            12,882       27    0.84%      10,599       30    1.13%
  Time deposits      57,538      462    3.21%      58,459      706    4.83%
  Borrowings          5,053       74    5.86%       5,718       82    5.74%
                     ------    -----   -----       ------    -----   -----

Total Interest
  Bearing
  Liabilities       $88,500   $  582    2.63%     $86,208   $  846    3.93%
                     ======    =====   =====       ======    =====   =====

Net Interest Margin 1          1,614                         1,650
                               =====                         =====

Net yield on interest
  earning assets                        5.74%                         6.04%
                                       =====                         =====


1 Interest on loans includes loan fees
2 An incremental tax rate of 34% was used to calculate the tax equivalent
  income
3 An incremental tax rate of 34% and 70% dividend exclusion was used
  to calculate the tax equivalent income


<PAGE> 14


TABLE II

                            PIONEER BANKSHARES, INC.
                          INTEREST SENSITIVITY ANALYSIS
                                 MARCH 31, 2003
                          (Dollar Amounts in Thousands)

                          0-3     4-12      1-5    Over 5     Not     Total
                        Months   Months    Years    Years   Class-
Uses of Funds:                                               ified

Loans:                 $ 8,445  $ 7,671  $54,723  $16,098  $        $86,937
Interest bearing
   bank deposits         6,086                                        6,086
Investment securities    3,999    1,040    9,261    1,450    1,325   17,075
Federal funds sold         850                                          850
                        ------   ------   ------   ------   ------   ------

Total                   19,380    8,711   63,984   17,548    1,325  110,948
                        ------   ------   ------   ------   ------   -------

Sources of Funds:

Interest bearing
   demand deposits      13,037                                       13,037
Regular savings         12,994                                       12,994
Certificates of deposit
   $100,000 and over     1,562    3,958    2,374                      7,894
Other certificates
   of deposit            9,776   18,396   18,199                     46,371
Borrowings                 163      487    2,600    1,663             4,913
                        ------   ------   ------   ------   ------   ------

Total                   37,532   22,841   23,173    1,663            85,209
                       -------  -------  -------  -------  -------  -------

Discrete Gap           (18,152) (14,130)  40,811   15,885    1,325   25,739

Cumulative Gap         (18,152) (32,282)   8,529   24,414   25,739

Ratio of Cumulative
   Gap To Total
   Earning Assets       -16.36%  -29.10%    7.69%   22.00%   23.20%
                        ======   ======     ====    =====    =====


Ratio of Cumulative
   Gap To Total
   Earning Assets at
   December 31, 2002    -22.90%  -33.47%    5.90%   19.69%   20.91%
                        ======   ======     ====    =====    =====

<PAGE> 15




Item 3.   Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management,  including the Company's President/Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to the Exchange Act Rule
13a-14. Based upon that evaluation, the President/Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic Securities and Exchange Commission filing.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.



Part II Other Information

Item 1   Legal Proceedings                  Not Applicable

Item 2.  Changes in Securities -            Not Applicable

Item 3.  Defaults Upon Senior Securities -  Not Applicable

Item 4.  Submission of Matters to a Vote
         of Security Holders -              Not applicable

Item 5.  Other Information -                Not Applicable

Item 6.  Exhibits and Reports on 8-K

         (a)   Exhibits

               3.1  Articles of Incorporation of Pioneer Bankshares,
                    Inc.(incorporated by reference to Exhibit 3.1 of Pioneer
                    Bankshares, Inc.'s Form 10SB filed May 1, 2001).

               3.2  Bylaws of Pioneer Bankshares, Inc. (incorporated by
                    reference to Exhibit 3.2 of Pioneer Bankshares, Inc. Form
                    10-SB filed May 1, 2000).

               10.i Pioneer Bankshares, Inc.  (Formerly Page Bankshares,
                    Inc.), 1998 Stock Incentive Plan (incorporated by
                    reference to Exhibit A of Pioneer Bankshares, Inc.'s Form
                    10-QSB file August 12, 2002).

         (b)   Reports on Form 8-K

               The Company did not file any reports on Form 8-K for the quarter
               ending March 31, 2003.



<PAGE> 16




                                    Signature

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

                                 Pioneer Bankshares, Inc.



Date:    May 14, 2003            /s/ THOMAS R. ROSAZZA
          ------------           -------------------------------------
                                 Thomas R. Rosazza
                                 President and Chief Executive Officer



Date:    May 14, 2003           /s/ LORI HASSETT
          ------------            -------------------------------------
                                 Lori Hassett
                                 Chief Financial Officer and Asst. Vice
                                 President


         (Certification of CEO/CFO pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002 enclosed separately as correspondence
          with this filing.)




<PAGE> 17


CEO CERTIFICATION

I, Thomas R. Rosazza,  President and CEO of Pioneer Bankshares,  Inc., certify
that:

1.     I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Pioneer
       Bankshares, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
       untrue statement of a material fact or omit to state a material fact
       necessary to make the statements made, in light of the circumstances
       under which such statements were made, not misleading with respect to the
       period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       quarterly report;

4.     The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       have:

           a)        Designed such disclosure  controls and procedures
                     to ensure that material information  relating  to the
                     registrant, including its consolidated subsidiaries, is
                     made known to us by others within those entities,
                     particularly during the period in which this quarterly
                     report is being prepared;
           b)        Evaluated the effectiveness of the registrant's
                     disclosure controls and procedures as of a date within 90
                     days prior to the filing date of this quarterly report (the
                     "Evaluation Date"); and
           c)        Presented in this  quarterly  report our
                     conclusions  about the effectiveness of the disclosure
                     controls and procedures based on our evaluation as of the
                     Evaluation Date;

5.     The registrant's other certifying officer and I have disclosed,
       based on our most recent evaluation, to the registrant's auditors and the
       audit committee of registrant's  board of directors (or persons
       performing the equivalent functions):

           a)        All significant deficiencies in the design or
                     operation of internal control which could adversely affect
                     the registrant's ability to record,  process,
                     summarize  and report financial data and have identified
                     for the registrant's auditors any material weaknesses in
                     internal controls; and

           b)        Any fraud, whether or not material, that involves
                     management or other employees who  have  a
                     significant  role  in the registrant's internal
                     controls; and





<PAGE> 18




6)     The registrant's other certifying officer and I have indicated in
       this quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent  to the date of our most recent
       evaluation, including  any  corrective  actions with regards to
       significant deficiencies and material weaknesses.





Date:  May 14, 2003


/s/ THOMAS R. ROSAZZA
------------------------
Thomas R. Rosazza
President/Chief Executive Officer





<PAGE> 19


CFO  CERTIFICATION

I, Lori G. Hassett,  Chief  Financial  Officer and Assistant Vice President of
Pioneer Bankshares, Inc., certify that:

1.    I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Pioneer
      Bankshares, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

        a)  Designed such disclosure  controls and procedures to ensure
            that material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

        b)  Evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date"); and

        c)  Presented in this  quarterly  report our  conclusions
            about the effectiveness of the disclosure controls and
            procedures based on our evaluation as of the Evaluation Date;


5.    The registrant's other certifying officer and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the audit
      committee of  registrant's  board of directors (or persons
      performing the equivalent functions):

        a)  All significant deficiencies in the design or operation of
            internal control which could adversely affect the registrant's
            ability to record, process, summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and

        b)  Any fraud,  whether or not material,  that involves management or
            other employees  who  have  a  significant   role  in  the
            registrant's internal controls; and



<PAGE> 20




6.    The registrant's other certifying officer and I have indicated in
      this quarterly report whether or not there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any  corrective  actions with  regards to
      significant deficiencies and material weaknesses.




Date:  May 14, 2003


/s/  LORI G. HASSETT
----------------------------
Lori G. Hassett
Chief Financial Officer/Asst. Vice President




<PAGE> 21


EXHIBIT 99.1


    Pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350)

      The undersigned, as the Chief Executive Officer and Chief Financial
Officer of Pioneer Bankshares Inc., respectively, certify that the Quarterly
Report on Form 10-QSB for the quarterly period ended March 31, 2003, which
accompanies this certification fully complies with the requirements of Section
13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the
information contained in the periodic report fairly presents, in all material
respects, the financial condition and results of operations of Pioneer
Bankshares Inc. at the dates and for the periods indicated. The foregoing
certification is made pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. ss. 1350), and no purchaser or seller of securities or any other person
shall be entitled to rely upon the foregoing certification for any purpose. The
undersigned expressly disclaim any obligation to update the foregoing
certification except as required by law.

                                            /s/ THOMAS R. ROSAZZA
                                          ------------------------
                                          Thomas R. Rosazza
                                          President and Chief Executive
                                          Officer

                                            /s/ LORI G. HASSETT
                                          ------------------------
                                          Lori G. Hassett
                                          Chief Financial Officer

Date: May 14, 2003