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

                                   FORM 10-KSB

(MARK ONE)

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

                   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
                         1998 FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----
                                     PART I

Item 1.        Description of Business                                      3
                      General Development of Business
                      Competition
                      Supervision and Regulation
                      Employees
Item 2.        Description of Properties                                    7
Item 3.        Legal Proceedings                                            7
Item 4.        Submission of Matters to a Vote of Security Holders          7

                                     PART II

Item 5.        Market for Common Equity and Related Stockholder Matters     8
Item 6.        Management's Discussion and Analysis or Plan of Operation    8
Item 7.        Financial Statements                                         8
Item 8.        Changes in and Disagreements with Accountants on Accounting
                      and Financial Disclosure                              8

                                    PART III

Item 9.        Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                          8
Item 10.       Executive Compensation                                       8
Item 11.       Security Ownership of Certain Beneficial Owners
               and Management                                               8
Item 12.       Certain Relationships and Related Transactions               8
Item 13.       Exhibits and Reports on Form 8-K                             9

SIGNATURES

                                        2
<PAGE>

                                     PART I

ITEM 1.        DESCRIPTION OF BUSINESS.

GENERAL DEVELOPMENT OF BUSINESS

        Pinnacle Bankshares Corporation, a Virginia corporation (the "Company"),
was organized in 1997 and is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. The Company is headquartered in
Altavista, Virginia. The Company conducts all of its business activities through
offices of its wholly-owned subsidiary bank, The First National Bank of
Altavista (the "Bank"). The Company exists primarily for the purpose of holding
the stock of its subsidiary, the Bank, and of such other subsidiaries as it may
acquire or establish. The Company's administrative offices are located at 622
Broad Street, Altavista, Virginia.

        The Bank was organized as a national bank in 1908 and commenced its
general banking operations in December of that year, providing services to
commercial and agricultural businesses and individuals in the Altavista area.
With an emphasis on personal service, the Bank today offers a broad range of
commercial and retail banking products and services including checking, savings
and time deposits, individual retirement accounts, merchant bankcard processing,
residential and commercial mortgages, home equity loans, consumer installment
loans, agricultural loans, investment loans, small business loans, commercial
lines of credit and letters of credit.

        The Bank serves a trade area consisting primarily of southern Campbell
County, northern Pittsylvania County and southeastern Bedford County from
facilities located in the Town of Altavista. In October, 1998, a mortgage loan
production office was opened in Forest, Virginia. The office was opened to
better serve the Lynchburg and northern Campbell County area.

        The Bank owns two wholly-owned subsidiaries. FNB Property Corp., which
is incorporated under the laws of the Commonwealth of Virginia, was formed to
hold title to Bank premises real estate. First Properties, Inc., which is
incorporated under the laws of the Commonwealth of Virginia, was formed to hold
title to other real estate owned.

COMPETITION

        In general, the banking business in central Virginia is highly
competitive with respect to both loans and deposits and is dominated by a number
of major banks which have offices operating throughout the state and in the
Company's market area. The Company actively competes for all types of deposits
and loans with other banks and with nonbank financial institutions, including
savings and loan associations, finance companies, credit unions, mortgage
companies, insurance companies and other lending institutions.

        Institutions such as brokerage firms, credit card companies and even
retail establishments offer alternative investment vehicles such as money market
funds and traditional banking services. Other entities (both public and private)
seeking to raise capital through the issuance and sale of debt or equity
securities also represent a source of competition for the Company with respect
to acquisition of deposits. Among the advantages which the major banks have over
the Company are their ability to finance extensive advertising campaigns and to
allocate their investment assets to regions of highest yield and demand, and
over a more diverse geographic area. Although major banks have some competitive
advantages over small independent banks, the Bank has actively tried to make the
loss of local independent banks a competitive advantage by soliciting customers
who prefer the personal service offered by the Bank.

        The Company does not have a dependency upon a single customer or
industry, the loss of which would have a material adverse effect. The Company
believes the prompt response to lending requests is a positive contributing
factor to the Company's competitive position in its area. The accessibility of
senior management to customers and local decision-making also distinguish the
Company from other financial institutions.

        In order to compete with the other financial institutions in its primary
service area, the Company relies principally upon local promotional activities,
personal contact by its officers, directors, employees and stockholders and
specialized services that it offers to customers. The Company's promotional
activities emphasize the advantages of dealing with a local bank attuned to the
particular needs of the community.


                                        3
<PAGE>

REGULATION AND SUPERVISION

        The following discussion of statutes and regulations is only a summary
and does not purport to be complete. This discussion is qualified in its
entirety by reference to such statutes and regulations. No assurance can be
given that such statutes or regulations will not change in the future.

        GENERAL. The Company is subject to the periodic reporting requirements
of the Securities and Exchange Act of 1934, as amended(the "Exchange Act"),
which include, but are not limited to, the filing of annual, quarterly and other
reports with the Securities and Exchange Commission (the "SEC").

        The Company is a bank holding company within the meaning of the Bank
Holding Company Act, and is registered as such with and is subject to the
supervision of the Federal Reserve Bank of Richmond (the "FRB"). Generally, a
bank holding company is required to obtain the approval of the FRB before it may
acquire all or substantially all of the assets of any bank, or ownership or
control of the voting shares of any bank if, after giving effect to such
acquisition of shares, the bank holding company would own or control more than
5% of the voting shares of such bank. The FRB's approval is also required for
the merger or consolidation of bank holding companies.

        The Company is required to file reports with the FRB and provide such
additional information as the FRB may require. The FRB also has the authority to
examine the Company and the Bank, as well as any arrangements between the
Company and the Bank, with the cost of any such examination to be borne by the
Company.

        Banking subsidiaries of bank holding companies are also subject to
certain restrictions imposed by Federal law in dealings with their holding
companies and other affiliates. Subject to certain restrictions set forth in the
Federal Reserve Act, a bank can loan or extend credit to an affiliate, purchase
or invest in the securities of an affiliate, purchase assets from an affiliate
or issue a guarantee, acceptance or letter of credit on behalf of an affiliate;
provided that the aggregate amount of the above transactions of a bank and its
subsidiaries does not exceed 10% of the capital stock and surplus of the bank on
a per affiliate basis or 20% of the capital stock and surplus of the bank on an
aggregate affiliate basis. In addition, such transactions must be on terms and
conditions that are consistent with safe and sound banking practices and, in
particular, a bank and its subsidiaries generally may not purchase from an
affiliate a low-quality asset, as defined in the Federal Reserve act. Such
restrictions also prevent a bank holding company and its other affiliates from
borrowing from a banking subsidiary of the bank holding company unless the loans
are secured by marketable collateral of designated amounts. Further, the Company
and its subsidiary are prohibited from engaging in certain tie-in arrangements
in connection with any extension of credit, sale or lease of property or
furnishing of services.

        A bank holding company is prohibited from engaging in or acquiring
direct or indirect ownership or control of more than 5% of the voting shares of
any company engaged in nonbanking activities. One of the principal exceptions to
this prohibition is for activities found by the FRB by order or regulation to be
so closely related to banking or managing or controlling banks as to be proper
incident thereto. In making these determinations, the FRB considers whether the
performance of such activities by a bank holding company would offer advantages
to the public which outweigh possible adverse effects.

        As a national bank, the Bank is subject to regulation, supervision and
regular examination by the Office of the Comptroller of the Currency
("Comptroller"). Each depositor's account with the Bank is insured by the
Federal Deposit Insurance Corporation (the "FDIC") to the maximum amount
permitted by law, which is currently $100,000 for each insured deposit. The Bank
is also subject to certain regulations promulgated by the FRB and applicable
provisions of Virginia law, insofar as they do not conflict with or are not
preempted by Federal banking law.

        The regulations of the FDIC, the Comptroller and FRB govern most aspects
of the Company's business, including deposit reserve requirements, investments,
loans, certain check clearing activities, issuance of securities, payment of
dividends, branching, deposit interest rate ceilings and numerous other matters.
As a consequence of the extensive regulation of commercial banking activities in
the United States, the Company's business is particularly susceptible to changes
in state and Federal legislation and regulations, which may have the effect of
increasing the cost of doing business, limiting

                                        4

<PAGE>

permissible activities or increasing competition.


        GOVERNMENTAL POLICIES AND LEGISLATION. Banking is a business that
depends primarily on rate differentials. In general, the difference between the
interest rates paid by the Company on its deposits and its other borrowings and
the interest rates received by the Company on loans extended to its customers
and securities held in its portfolio, comprise the major portion of the
Company's net revenues. These rates are highly sensitive to many factors that
are beyond the Company's control. Accordingly, the Company's growth and earnings
are subject to the influence of domestic and foreign economic conditions,
including inflation, recession and unemployment.

        The commercial banking business is affected not only by general economic
conditions, but is also influenced by the monetary and fiscal policies of the
Federal government and the policies of regulatory agencies, particularly the
FRB. The FRB implements national monetary policies (with objectives such as
curbing inflation and combating recession) by its open-market operations in U.S.
Government securities, by adjusting the required level of reserves for financial
institutions subject to its reserve requirements and by varying the discount
rates applicable to borrowings by depository institutions. The actions of the
FRB in these areas influence the growth of bank loans, investments and deposits,
and also affect interest rates charged on loans and paid on deposits. The nature
and impact of any future changes in monetary policies cannot be predicted.

        From time to time, legislation is enacted which has the effect of
increasing the cost of doing business, limiting or expanding permissible
activities or affecting the competitive balance between banks and other
financial institutions. Proposals to change the laws and regulations governing
the operations and taxation of bank holding companies, banks and other financial
institutions are frequently made in Congress, in the Virginia Legislature and
before various bank holding company and bank regulatory agencies. The likelihood
of any major changes and the impact such changes might have are impossible to
predict. Certain of the potentially significant changes which have been enacted
recently by Congress or various regulatory or professional agencies are
discussed below.

        CAPITAL REQUIREMENTS. The FRB, the Comptroller and the FDIC have adopted
risk- based capital adequacy guidelines for bank holding companies and banks.
The risk-based capital adequacy guidelines establish a risk-based capital ratio
based on the overall risk of the entity determined by (I) assigning weighted
risks to each balance sheet asset and certain off-balance sheet commitments and
(II) adding up all of the weighted risks of all assets and includable
off-balance sheet commitments to obtain the total risk. The guidelines generally
require banks to maintain a total qualifying capital to weighted risk assets
level of 8% (the "Risk-based Capital Ratio"). Of the total 8%, at least 4% of
the total qualifying capital to weighted risk assets (the "Tier 1 Risk-based
Capital Ratio") must be Tier 1 or core capital consisting primarily of equity
stock. Tier 2 capital, which is to make up the remainder of total capital,
consists of (I) loan loss allowance, up to 1.25% of weighted risk assets (II)
mandatory convertible debentures and (III) other forms of capital. Qualified
preferred capital stock may be considered core capital up to 25% of all core
capital elements.

        The FRB, the Comptroller and the FDIC have adopted leverage requirements
that apply in addition to the risk-based capital requirements. Under these
requirements, bank holding companies and bank are required to maintain core
capital of at least 3% of their assets (the "Leverage Ratio"). However, an
institution may be required to maintain core capital of at least 4% or 5%, or
possibly higher, depending upon the activities, risks, rate of growth, and other
factors deemed material by regulatory authorities. As of December 31, 1997, the
Company and Bank both met all applicable capital requirements imposed by
regulation. See "Item 6. Management's Discussion and Analysis--Capital
Resources."

        DIVIDENDS. There are regulatory restrictions on dividend payments by
both the Bank and the Company that may affect the Company's ability to pay
dividends on its Common Stock. See "Item 5. Market for Common Equity and Related
Stockholder Matters."

        FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991. On
December 19, 1991, President Bush signed into law the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"). FDICIA is an omnibus banking
reform bill which added new regulation and made changes in existing regulation
of the operations, procedures and regulatory reporting of insured institutions,
bank holding companies and affiliates.

                                        5
<PAGE>

Among other things, FDICIA establishes five capital categories applicable to
insured institutions, each with specific regulatory consequences. If the
appropriate Federal banking agency determines, after notice and an opportunity
for hearing, that an insured institution is in an unsafe or unsound condition,
it may reclassify the institution to the next lower capital category (other than
critically undercapitalized) and require the submission of a plan to correct the
unsafe or unsound condition. The Comptroller has issued regulations (the "Prompt
Corrective Action Regulation") to implement these provisions. Under the
regulations, the categories are:

        a. Well Capitalized -- The institution exceeds the required minimum
level for each relevant capital measure. A well capitalized institution is one
(I) having a Risk- based Capital Ratio of 10% or greater, (II) having a Tier 1
Risk-based Capital Ratio of 6% or greater, (III) having a Leverage Ratio of 5%
or greater and (IV) not being subject to any order or written directive to meet
and maintain a specific capital level for any capital measure.

        b. Adequately Capitalized -- The institution meets the required minimum
level for each relevant capital measure. No capital distribution may be made
that would result in the institution becoming undercapitalized. An adequately
capitalized institution is one (I) having a Risk-based Capital Ratio of 8% or
greater, (II) having a Tier 1 Risk- based Capital Ratio of less than 4% or (III)
having a Leverage Ratio of 4% or greater or a Leverage Ratio of 3% or greater if
the institution is rated composite 1 under the CAMEL rating system.

        c. Undercapitalized -- The institution fails to meet the required
minimum level for any relevant capital measure. An undercapitalized institution
is one (I) having a Risk-based Capital Ratio of less than 8% or (II) having a
Tier 1 Risk-based Capital Ratio of less than 4% or (III) having a Leverage Ratio
of less than 4%, or if the institution is rated a composite 1 under the CAMEL
rating system, a Leverage Ratio of less than 3%.

        The appropriate Federal banking agency must closely monitor an
undercapitalized institution and the institution must submit an acceptable
capital restoration plan. Each company having control over the undercapitalized
institution must provide a limited guarantee that the institution will comply
with its capital restoration plan. Except under limited circumstances consistent
with an accepted capital restoration plan, an undercapitalized institution may
not grow. An undercapitalized institution may not acquire another institution,
establish additional branch offices or engage in any new line of business unless
determined by the appropriate Federal banking agency to be consistent with an
accepted capital restoration plan or the FDIC determines that the proposed
action will further the purpose of prompt corrective action. The appropriate
Federal banking agency may take any action authorized for a significantly
undercapitalized institution if an undercapitalized institution fails to submit
an acceptable capital restoration plan or fails in any material respect to
implement a plan accepted by the agency.

        An insured depository institution may not pay a management fee to a bank
holding company controlling that institution or any other person having control
of the institution if, after making the payment, the institution, would be
undercapitalized. In addition, an institution cannot make a capital
distribution, such as a dividend or other distribution that is in substance a
distribution of capital to the owners of the institution if following such a
distribution the institution would be undercapitalized. Thus, if payment of such
a management fee or the making of such would cause the Bank to become
undercapitalized, it could not pay a management fee or dividend to the Company.

        d. Significantly Undercapitalized -- The institution is significantly
below the required minimum level for any relevant capital measure. A
significantly undercapitalized institution is one (I) having a Risk-based
Capital Ratio of less than 6% or (II) having a Tier 1 Risk-based Capital Ratio
of less than 4% or (III) having a Leverage Ratio of less than 3%.

        e. Critically Undercapitalized -- The institution fails to meet a
critical capital level set by the appropriate Federal banking agency. A
critically undercapitalized institution is one having a ratio of tangible equity
to total assets that is equal to or less than 2%.

        As of December 31, 1998, the Company was considered "well capitalized"
and the Bank was considered "well capitalized." See "Item 6. Management's
Discussion and Analysis-- Capital Resources."

                                        6
<PAGE>

        An institution which is classified as adequately capitalized or higher
may not pay a management fee to its holding company or other controlling person
or make capital distributions which in either case, would cause it to be less
than adequately capitalized.

        An institution which is less than adequately capitalized must adopt an
acceptable capital restoration plan, is subject to increased regulatory
oversight, and is increasingly restricted in the scope of its permissible
activities. A critically undercapitalized institution is subject to having a
receiver or conservator appointed to manage its affairs and for loss of its
charter to conduct banking activities.

        DEPOSIT INSURANCE ASSESSMENTS. FDICIA also requires the FDIC to
implement a risk- based assessment system in which the insurance premium relates
to the probability that the deposit insurance fund will incur a loss and directs
the FDIC to set semi-annual assessments in an amount necessary to increase the
reserve ratio of the Bank Insurance Fund (the "BIF") to at least 1.25% of
insured deposits or a higher percentage as determined to be justified by the
FDIC

        The FDIC has promulgated implementing regulations that base an
institution's risk category partly upon whether the institution is well
capitalized ("1"), adequately capitalized ("2") or less than adequately
capitalized ("3"), as defined under the Prompt Corrective Action Regulations
described above. In addition, each insured depository institution is assigned to
one of three "supervisory subgroups." Subgroup "A" institutions are financially
sound institutions with few minor weaknesses, subgroup "B" institutions
demonstrate weaknesses which, if not corrected, could result in significant
deterioration and subgroup "C" institutions are those as to which there is a
substantial probability that the FDIC will suffer a loss in connection with the
institution unless effective action is taken to correct the areas of weakness.
Based on the current capital levels the Company is categorized as a
well-capitalized institution.

EMPLOYEES

        As of December 31, 1998, the Company had 51 full-time employees. The
Company's Management believes that its employee relations are satisfactory.

ITEM 2.        DESCRIPTION OF PROPERTIES.

        The Company's headquarters are located at 622 Broad Street in downtown
Altavista, Virginia, which is owned and occupied principally by the Bank.

        The Vista Branch, located at 1301 N. Main Street in Altavista, Virginia,
consists of a single-story building owned by the Bank.

        First National Mortgage, located at 17841 Forest Road in Forest,
Virginia, consists of a single-story building leased by the Bank.

        The Bank completed a three-story addition to its main office in 1998.
The Bank, through FNB Property Corp., also owns property at 14580 Wards Road in
Campbell County for future expansion. The Company maintains comprehensive
general liability and casualty loss insurance covering its properties and
activities conducted in or about its properties. The Company believes such
insurance provides adequate protection for liabilities or losses which might
arise out of the ownership and use of such properties.

ITEM 3.        LEGAL PROCEEDINGS.

        The Company is not involved in any pending legal proceedings other than
nonmaterial proceedings arising in the ordinary course of its business.

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

               None

                                        7
<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 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

        The information presented under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 4 through 21
of the 1998 Annual Report to Shareholders 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.


ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
               AND FINANCIAL DISCLOSURE.

               None.

                                    PART III

        Except as otherwise indicated, information called for by the following
items under Part III is contained in the Proxy Statement for the 1999 Annual
Meeting of Pinnacle Bankshares Corporation ("Proxy Statement") mailed to
Shareholders on or about March 12, 1999.

ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

        In response to this item, Registrant hereby incorporates by references
the section entitled "Election of Directors," at page 2 thru 5 of the Proxy
Statement for the Annual Meeting of Stockholders to be held on April 13, 1999.
The Registrant hereby incorporates by reference the section entitled
"Officers-Pinnacle Bankshares Corporation," as set forth on page 52 of the 1998
Annual Report of the Shareholders. The Registrant hereby incorporates by
reference the Section 16(a) Beneficial Ownership Reporting Compliance at page 8
of the Proxy Statement.

ITEM 10.       EXECUTIVE COMPENSATION.

        Information on Executive Compensation is contained on pages 6 and 7 of
the Proxy Statement and is incorporated herein by reference.

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        Information on Security Ownership of Certain Beneficial Owners and
Management is contained on pages 2 through 4 of the Proxy Statement and is
incorporated herein by reference.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        Information on Certain Relationships and Related Transactions is
contained on page 5 of the Proxy Statement and is incorporated herein by
reference.

                                        8
<PAGE>

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 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.


                                        9
<PAGE>
                                   SIGNATURES


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


                                      PINNACLE BANKSHARES CORPORATION


MARCH 19, 1999                  /s/ Robert H. Gilliam, Jr.
-----------------------        -------------------------------------------
Date                           Robert H. Gilliam Jr., President and
                               Chief Executive Officer



MARCH 19, 1999                  /s/ Dawn P. Crusinberry
-----------------------        -------------------------------------------
Date                           Dawn P. Crusinberry, Secretary,
                               Treasurer and Chief Financial 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.

Signature                           Title                               Date

/s/A. Willard Arthur         Director                            March 19, 1999
--------------------------
A. Willard Arthur

/s/Alvah P. Bohannon, III    Director                            March 19, 1999
--------------------------
Alvah P. Bohannon, III

/s/James E. Burton, IV       Director                            March 19, 1999
--------------------------
James E. Burton, IV

/s/John P. Erb               Director                            March 19, 1999
--------------------------
John P. Erb

/s/Robert L. Finch           Director                            March 19, 1999
--------------------------
Robert L. Finch

/s/Robert H. Gilliam, Jr.    President, Chief Executive          March 19, 1999
--------------------------   Officer and Director
Robert H. Gilliam, Jr.

/s/Carroll E. Shelton        Vice President and Director         March 19, 1999
--------------------------
Carroll E. Shelton

/s/John L. Waller            Director                            March 19, 1999
--------------------------
John L. Waller

/s/R.B. Hancock, Jr.         Director                            March 19, 1999
--------------------------
R.B. Hancock, Jr.

/s/James P. Kent, Jr.        Director                            March 19, 1999
--------------------------
James P. Kent, Jr.

/s/Percy O. Moore            Director                            March 19, 1999
--------------------------
Percy O. Moore

/s/Herman P. Rogers, Jr.     Director                            March 19, 1999
--------------------------
Herman P. Rogers, Jr.

/s/Kenneth S. Tyler, Jr.     Director                            March 19, 1999
------------------------
Kenneth S. Tyler, Jr.

                                       10