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SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549

# Form 10-KSB/Amendment No. 1

(Mark One)

|[X] | Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ------------------------------------------------------------------------------

| | For the fiscal year ended December 31, 2002
| | -------------------------------------------

| | or
| | --

| | Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
| | ----------------------------------------------------------------------------------
| | For the transition period from __________ to ________                             

Commission file no.
333-87503

First National Bancshares, Inc.
(Name of Small Business Issuer in Its Charter)

|South Carolina                    |  | 58-2466370         
|--------------------------------- |  | -------------------
|(State or Other Jurisdiction      |  | (I.R.S. Employer   
|of Incorporation or Organization) |  | Identification No.)

|215 N. Pine St.                          |  |           
|---------------------------------------- |  | ----------
|Spartanburg, South Carolina              |  | 29302     
|(Address of Principal Executive Offices) |  | (Zip Code)

864-948-9001Issuers Telephone Number, Including Area Code

Securities registered pursuant to Section 12(b) of the Act:   None
Securities registered pursuant to Section 12(g) of the Act:   Common Stock

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act 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 requirements
for past 90 days.    Yes X   No

Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [X]

The issuer's  revenues (total interest income plus  noninterest  income) for its most recent fiscal
year were  $6,853,173.  As of  February  28,  2003,  1,201,900  shares  of  Common  Stock  were  issued  and
outstanding.

The aggregate market value of the Common Stock held by  non-affiliates  (shareholders  holding less
than 5% of an  outstanding  class of stock,  excluding  directors and executive  officers) of the Company on
February 28, 2003 was  $10,667,775.  This  calculation  is computed by reference to the closing price of our
common stock as reported on the OTC  Electronic  Bulletin  Board on February 28, 2003,  of $15.00 per share,
which was the price of the last trade of which management is aware prior to this date.

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

|DOCUMENTS INCORPORATED BY REFERENCE
|-----------------------------------
|Company's 2002 Annual Report       
|Company's Proxy Statement for the  
|2003 Annual Shareholders Meeting   
|                                   

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# EXPLANATORY NOTE

This
10-KSB/A is being filed to attach a manually executed report of the accountants for the
year ended December 31, 2001 which was inadvertently not filed as part of Exhibit 13 to the original Form
10-KSB for the period ended December 31, 2002. No other changes have been made to the
original 10-KSB for the period ended December 31, 2002.

On
January 20, 2004, our board of directors approved a 3 for 2 split of the 1,201,900 shares
of stock outstanding on February 28, 2004 which was distributed on or about March 1, 2004.
Selected restated financial data for the years ending December 31, 2002 and 2001 are
presented below.

|                                    | 2002 | 2001
|----------------------------------- | ---- | ----
|
|Weighted Average Shares Outstanding |      |     
|Basic                               |      |     
|Diluted                             |      |     
|Net Income per Share for the Year   |      |     
|Basic                               |      |     
|Diluted                             |      |     

2

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# SIGNATURES

In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act), the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

| |  | FIRST NATIONAL BANCSHARES, INC.
| |  | -------------------------------

|Date:  April 2, 2004 |  | By:  /s/ Jerry L. Calvert
       Jerry L. Calvert       President and Chief Executive Officer
|-------------------- |  | ---------------------------------------------------------------------------------------------

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

|Signature | Title | Date
|--------- | ----- | ----

|*
C. Dan Adams | Director | 
|-------------- | -------- | 

|*
Mellnee G. Buchheit | Director | 
|--------------------- | -------- | 

|/s/ Jerry L. Calvert
Jerry L. Calvert | DirectorPresident, Chief Executive Officer | April 2, 2004
|------------------------------------- | ------------------------------------------ | -------------

|*
Martha Cloud Chapman | Director | 
|---------------------- | -------- | 

|*
W. Russel Floyd, Jr. | Director | 
|---------------------- | -------- | 

|*
 C. Tyrone Gilmore, Sr. | Director | 
|------------------------- | -------- | 

|*
Gaines W. Hammond, Jr., MD | Director | 
|---------------------------- | -------- | 

|*
Benjamin R. Hines | Director | 
|------------------- | -------- | 

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|*
 William A. Hudson | Director | 
|-------------------- | -------- | 

|*
Kitty B. Payne | Chief Financial Officer, Principal Financial and Accounting
Officer | 
|---------------- | ------------------------------------------------------------------- | 

|*
Norman F. Pulliam | Director, Chairmanof the Board | 
|------------------- | ------------------------------ | 

|*
 Peter E. Weisman | Director | 
|------------------- | -------- | 

|*
Donald B. Wildman | Director | 
|------------------- | -------- | 

|*
Coleman L. Young, Jr. | Director | 
|----------------------- | -------- | 

|/s/ Jerry L. Calvert
Jerry L. Calvert | As Attorney-in-Fact | April 2, 2004
|------------------------------------- | ------------------- | -------------

4

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# INDEX TO EXHIBITS

Exhibit Number
          Description

|13 | Independent Auditor's Report included in the 2002 Annual Report
|-- | ---------------------------------------------------------------

5