U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                         AMENDMENT NO. 1 TO FORM 10-KSB
(Mark One)

         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1998
                                       OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        Commission File Number: 000-23909

                         PINNACLE BANKSHARES CORPORATION
                 (Name of small business issuer in its charter)

          VIRGINIA                                        54-1832714
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification Number)


            P.O. Box 29
       Altavista, Virginia 24517                 24517-0029
(Address of principal executive offices)         (ZIP CODE)

Issuer's telephone number (804) 369-3000

Securities registered under Section 12(b) of the Exchange Act: None

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

                          Common Stock, par value $3.00
                              (Title of Class)

         Check whether the issuer (1) has 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 the past 90 days. Yes X No

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained 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.[X]

         State issuer's revenues for its most recent fiscal year:$10,984,000

         The aggregate market value of the voting stock held by nonaffiliates as
of February 9, 1999:   $23,953,000

The number of shares outstanding of Common Stock as of March 10, 1999:
719,025 Shares

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  Annual Report to Shareholders for the fiscal year
ended  December  31, 1998 is  incorporated  in Part II of this  report  which is
attached hereto as Exhibit 13. Portions of the Proxy Statement for the Company's
Annual Meeting of Shareholders to be held on April 13, 1999 are  incorporated in
Part III of this report.

Transitional small business disclosure format: Yes No x .

<PAGE>

                         PINNACLE BANKSHARES CORPORATION
                AMENDMENT NO. 1 TO 1998 FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS

                                                                          Page


                                     PART II

Item 5.    Market for Common Equity and Related Stockholder Matters        3
Item 7.    Financial Statements                                            3


                                    PART III


Item 13.   Exhibits and Reports on Form 8-K                                3

SIGNATURES

<PAGE>


                                     PART II

Item 5.    Market for Common Equity and Related Stockholder Matters.


         (a)      Market Information

         The  information  contained  on page 53 of the 1998  Annual  Report  to
Shareholders,   under  the  caption,  "Market  for  Common  Equity  and  Related
Stockholders Matters", is incorporated herein by reference.

Item 7.    Financial Statements.

         The consolidated  financial statements of the Registrant and subsidiary
contained on pages 22 through 51 of the 1998 Annual  Report to  Shareholders  is
incorporated herein by reference.


                                    PART III


Item 13.   Exhibits List and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit  13-1998  Annual  Report to  Shareholders(Such  report
                           except   to  the   extent   incorporated   herein  by
                           reference,  is being furnished for the information of
                           the Commission  only and is not deemed to be filed as
                           part of this report on Form 10-KSB.)

                  Exhibit 23-Consent of KPMG LLP

                  Exhibit 27-Financial Data Schedule


         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed  during the last  quarter of
                  the Company's fiscal year ended December 31, 1998.

                                       3
<PAGE>



                                   SIGNATURES


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


                                              PINNACLE BANKSHARES CORPORATION


APRIL 01, 1999                         /s/ Dawn P. Crusinberry
-----------------                     --------------------------------------
Date                                  Dawn P. Crusinberry, Secretary,
                                      Treasurer and Chief Financial Officer

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