<PAGE>
 
                                  FORM - 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the six months ended June 30, 1997
                         -------------

Commission file number 33-17172
                       --------

                            Matewan BancShares, Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)

                  Delaware                            55-0639363
                  --------                            ----------
      (State or other jurisdiction of               (I.R.S Employer
       incorporation or organization)             Identification No.)

Box 100
Second Avenue and Vinson Street
Williamson, West Virginia                               25661   
-------------------------                              -------- 
(Address of principal executive offices)              (Zip Code) 

                                  304 235-1544
                                  ------------
              (registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X  No 
                         ---    ---      


                      APPLICABLE ONLY TO CORPORATE ISSUERS
                      ------------------------------------


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, $1 Par Value - 3,643,790 shares June 30, 1997
-----------------------------------------------------------
<PAGE>
 
                           Matewan BancShares, Inc.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Consolidated balance sheets - June 30, 1997,
        December 31, 1996, and June 30, 1996
     Consolidated statements of income - Six months and three months
        ended June 30, 1997 and June 30, 1996                  
     Consolidated statement of changes in shareholders' equity for
        the six months ended June 30, 1997 and 1996                    
     Consolidated statements of cash flows for the six months ended
        June 30, 1997 and 1996
     Notes to consolidated financial statements

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

PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES
<PAGE>
 
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MATEWAN BANCSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands)

<TABLE>
<CAPTION>
                                      June 30   December 31      June 30   
                                      -------   -----------      ------- 
ASSETS                                   1997          1996         1996 
                                         ----          ----         ----  
<S>                                  <C>           <C>          <C>
Cash and due from banks              $ 28,280      $ 29,721     $ 23,550
Interest bearing deposits               6,226         6,034        2,691
Federal funds sold                     18,836        28,928       20,223
                                     --------      --------     --------
 Cash and cash equivalents             53,342        64,683       46,464
                                                              
Investment securities:                                        
 Available-for-sale at                                       
   fair value                          21,062        25,411       28,213
 Held-to-maturity at cost             136,475       122,569      121,035
  (Approximate fair value                                 
   $136,053 at June 30,1997;                              
   $122,427 at December 31, 1996;                                 
   and $118,565 at June 30, 1996)                                 
 
Loans - net                           381,780       370,801      367,251
                                                           
Premises and equipment                 20,531        20,871       20,608
                                                           
Accrued interest receivable                                
 and other assets                      25,743        22,851       22,219
                                     --------      --------     --------
TOTAL ASSETS                         $638,933      $627,186     $605,790
                                     ========      ========     ========
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
<PAGE>
 
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MATEWAN BANCSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                           June 30   December 31      June 30
                                                                           -------   -----------      -------     
                                                                               1997         1996         1996
                                                                               ----         ----         ---- 
<S>                                                                      <C>          <C>           <C>   
LIABILITIES AND                                                                                               
SHAREHOLDERS' EQUITY  

Deposits:
  Non-interest bearing                                                   $   68,297   $   78,464   $   67,784
  Interest bearing                                                          461,283      444,844      441,112
                                                                         ----------   ----------   ----------
  TOTAL DEPOSITS                                                            529,580      523,308      508,896
 
Short-term borrowings:
  Repurchase agreements                                                      13,319       10,118       11,765
  Other                                                                      12,977       13,101        5,102
                                                                         ----------   ----------   ----------
  TOTAL SHORT TERM BORROWINGS                                                26,296       23,219       16,867 
Long-term Borrowings                                                          7,293        7,579        7,859
Accrued interest payable
  and other liabilities                                                       9,710        5,502        6,401
                                                                         ----------   ----------   ----------
TOTAL LIABILITIES                                                           572,879      559,608      540,023
 
SHAREHOLDERS' EQUITY
 
Preferred stock                                                                 805          805          805
 $1 par value; 1,000,000 shares
 authorized;  805,000 issued as
 of June 30, 1997, December 31,
 1996, and June 30, 1996 ($25 per
 share liquidation preference),
 including 102,842, 0, and 0 shares
 in treasury stock
Common Stock - $1 par value                                                   3,684        3,684        3,684
 10,000,000 shares authorized;
 3,684,104 shares outstanding at
 June 30, 1997, December 31, 1996,
 and June 30, 1996, including
 40,314, 23,953 and 20,753 shares
 in treasury stock
Surplus                                                                      29,773       29,773       29,773
Retained earnings                                                            35,101       33,590       31,768
Treasury stock                                                               (3,247)        (206)        (151)
Net unrealized gain(loss) on
  available-for-sale
  securities, net of deferred
  income taxes                                                                  (62)         (68)        (112)
                                                                         ----------   ----------   ----------
TOTAL SHAREHOLDERS' EQUITY                                                   66,054       67,578       65,767
                                                                         ----------   ----------   ----------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                                                   $  638,933   $  627,186   $  605,790
                                                                         ==========   ==========   ==========
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
 
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
MATEWAN BANCSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                      Six months ended       Three months ended
                                                      ----------------       ------------------
                                                          June 30,                June 30,
                                                          -------                 -------
                                                       1997         1996         1997         1996
                                                       ----         ----         ----         ----
<S>                                              <C>            <C>           <C>         <C>
INTEREST INCOME                                
 Interest and fees on loans                         $19,967      $16,762      $10,183      $ 9,764
  Interest and dividends                       
  on investment securities:                    
    Taxable                                           4,525        3,873        2,277        2,199
   Tax-exempt                                           279          146          141           96
 Other interest income                                  725          743          328          400
                                                    -------      -------      -------      -------
TOTAL INTEREST INCOME                                25,496       21,524       12,929       12,459
                                               
INTEREST EXPENSE                               
 Deposits                                            10,381        8,276        5,279        4,723
 Short-term borrowings                                  662          452          259          324
                                                    -------      -------      -------      -------
TOTAL INTEREST EXPENSE                               11,043        8,728        5,538        5,047
                                                    -------      -------      -------      -------
                                               
NET INTEREST INCOME                                  14,453       12,796        7,391        7,412
PROVISION FOR LOAN LOSSES                             1,075        1,441          694          979
                                                    -------      -------      -------      -------
NET INTEREST INCOME AFTER                      
PROVISION FOR LOAN LOSSES                            13,378       11,355        6,697        6,433
                                               
OTHER INCOME                                   
 Service fees                                         1,894        1,379        1,026          819
 Other                                                  545          618          217          422
 Credit life insurance                         
     commissions                                        147          293           79          182
                                                    -------      -------      -------      -------
TOTAL OTHER INCOME                                    2,586        2,290        1,322        1,423
                                               
OTHER EXPENSES                                 
 Salaries and employee                         
     benefits                                         4,669        3,606        2,341        2,142
 Net occupancy                                          703          553          346          301
 Equipment                                              709          525          349          311
 Data Processing                                        681          613          335          364
 Advertising                                            360          407          139          274
 Federal deposit insurance                              211          259          108           73
 Other                                                3,788        2,912        1,960        1,680
                                                    -------      -------      -------      -------
TOTAL OTHER EXPENSE                                  11,121        8,875        5,578        5,145
                                                    -------      -------      -------      -------
INCOME BEFORE INCOME TAXES                            4,843        4,770        2,441        2,711
APPLICABLE INCOME TAXES                               1,750        1,754          886        1,004
                                                    -------      -------      -------      -------
NET INCOME                                          $ 3,093      $ 3,016      $ 1,555      $ 1,707
                                                    =======      =======      =======      =======
Preferred Stock Dividends                           $   706      $   492      $   394      $   376
                                                    =======      =======      =======      =======
Earnings Applicable to                         
   Common Stock                                     $ 2,387      $ 2,524      $ 1,161      $ 1,331
                                                    =======      =======      =======      =======
Per Share Earnings                             
   Applicable to Common Stock                          $.65         $.69         $.32         $.36
                                                    =======      =======      =======      =======
Average common shares                          
 outstanding                                      3,652,915    3,666,266    3,646,432    3,665,953
                                                 ==========   ==========   ==========   ==========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements
<PAGE>
 
CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (UNAUDITED)
MATEWAN BANCSHARES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                                        Net              
                                                                                                 Unrealized          
                                                                                                    Gain on            
                                                                                                 Available-          
                                    Preferred      Common      Capital     Retained  Treasury      for-Sale           
                                        Stock       Stock      Surplus     Earnings     Stock    Securities     Total
                                    ---------     -------     --------    ---------  --------    ----------     ----- 
<S>                                 <C>           <C>         <C>         <C>        <C>         <C>         <C>
Balance January 1, 1996                    $0      $3,684      $12,182      $29,976      ($78)          $53  $45,817

Treasury Stock Purchases                    0           0            0            0       (73)            0      (73)

Change in net unrealized gain on
 available-for-sale securities, 
 net of deferred income taxes               0           0            0            0         0          (165)    (165)

Dividends on Common Stock                   0           0            0         (732)        0             0     (732)
  ($.20 per share)

Net income                                  0           0            0        3,016         0             0    3,016

Issuance of Preferred Shares              805           0       17,591            0         0             0   18,396

Dividends on Preferred Shares               0           0            0         (492)        0             0     (492) 
      ($.596 per share)                  ----      ------      -------      -------     -----         -----   ------

Balance June 30, 1996                    $805      $3,684      $29,773      $31,768     ($151)        ($112) $65,767
                                         ====      ======      =======      =======     =====         =====   ======          
</TABLE>

<TABLE>
<CAPTION>
                                                                                                        Net              
                                                                                                 Unrealized          
                                                                                                    Gain on            
                                                                                                 Available-          
                                    Preferred      Common      Capital     Retained  Treasury      for-Sale           
                                        Stock       Stock      Surplus     Earnings     Stock    Securities     Total
                                    ---------     -------     --------    ---------  --------    ----------     ----- 
<S>                                 <C>           <C>         <C>         <C>        <C>         <C>            <C>
Balance January 1, 1997                  $805      $3,684      $29,773      $33,590     ($206)         ($68)   $67,578

Treasury Stock Purchases                    0           0            0            0    (3,041)            0     (3,041)

Change in net unrealized gain on
 available-for-sale securities, net of
 deferred income taxes                      0           0            0            0         0             6          6

Dividends on Common Stock                   0           0            0         (876)        0             0       (876)
  ($.24 per share)

Net income                                  0           0            0        3,093         0             0      3,093

Dividends on Preferred Shares               0           0            0         (706)        0             0       (706)  
      ($.596 per share)                  ----      ------      -------      -------     -----         -----     ------

Balance June 30, 1997                    $805      $3,684      $29,773      $35,101   ($3,247)         ($62)   $66,054
                                         ====      ======      =======      =======   =======          ====    =======          
</TABLE>

See Accompanying Notes to Consolidated Financial Statements
<PAGE>
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
MATEWAN BANCSHARES, INC. AND SUBSIDIARIES
(Dollars in thousands)

<TABLE>
<CAPTION>
                                              For the six months ended
                                               June 30,      June 30,
                                                 1997          1996
                                             ------------  ------------
<S>                                          <C>           <C>
OPERATING ACTIVITIES
 
NET INCOME                                      $  3,093      $  3,016
 
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:
 DEPRECIATION                                        642           495
 AMORTIZATION                                        600           256
 PROVISION FOR LOAN LOSSES                         1,075         1,441
 PROVISION FOR DEFERRED TAXES                        430            10
 NET CHANGE IN ACCRUED INTEREST
  RECEIVABLE AND OTHER ASSETS                     (3,497)       (3,159)
 NET CHANGE IN ACCRUED INTEREST
  PAYABLE AND OTHER LIABILITIES                    3,854         1,400
                                                --------      --------
NET CASH PROVIDED BY OPERATING ACTIVITIES          6,197         3,459
 
INVESTING ACTIVITIES
 
 NET CASH RECEIVED IN ACQUISITION OF
  BANK                                                 0        16,430
 PROCEEDS FROM SALES OF
  AVAILABLE-FOR-SALE SECURITIES                        0             0
 PROCEEDS FROM MATURITIES OF
  AVAILABLE-FOR-SALE SECURITIES                    6,308        12,933
 PROCEEDS FROM MATURITIES OF
  HELD-TO-MATURITY SECURITIES                     13,504        27,383
 PURCHASES OF AVAILABLE-FOR-SALE
  SECURITIES                                      (1,948)       (8,442)
 PURCHASES OF HELD-TO-MATURITY
  SECURITIES                                     (27,440)      (60,669)
 NET CHANGE IN LOANS                             (12,054)       (6,246)
 PURCHASES OF PREMISES
  AND EQUIPMENT                                     (321)         (837)
 PROCEEDS FROM SALE OF
  PREMISES AND EQUIPMENT                              19             0
                                                --------      --------
NET CASH USED IN INVESTING
ACTIVITIES                                       (21,932)      (19,448)
 
FINANCING ACTIVITIES
 
 NET CHANGE IN DEPOSITS                            6,272        (8,077)
 NET CHANGE IN SHORT-TERM
  BORROWINGS                                       3,077        (1,319)
 PROCEEDS FROM SALE OF PREFERRED
  STOCK                                                0        18,396
 PROCEEDS FROM LONG TERM NOTE                          0         8,000
 PAYMENTS ON LONG TERM NOTE                         (286)         (141)
 PURCHASE OF TREASURY STOCK                       (3,041)          (73)
 CASH DIVIDENDS PAID                              (1,628)       (1,155)
                                                --------      --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES                               4,394        15,631
                                                --------      --------
NET CHANGE IN CASH AND CASH EQUIVALENTS          (11,341)         (358)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR         64,683        46,822
                                                --------      --------
CASH AND EQUIVALENTS AT END OF PERIOD           $ 53,342      $ 46,464
                                                ========      ========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements
<PAGE>
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MATEWAN BANCSHARES, INC. AND SUBSIDIARIES
June 30, 1997
(Dollars in thousands)

1. The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the interim period are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997. For further information, refer to the consolidated financial statements
and footnotes thereto included in Matewan BancShares, Inc. and Subsidiaries'
annual report on Form 10-K for the year ended December 31, 1996.

2. The financial statements presented herein reflect Matewan BancShares, Inc.
and its consolidated subsidiaries, Matewan National Bank, Matewan Bank FSB,
Matewan National Bank/Kentucky and Matewan Venture Fund, Inc.

3. In January 1997, the Board of Directors of the Company approved the use of up
to $3.00 million to repurchase outstanding preferred shares.

On April 30, 1997, the Company filed a Schedule 13E-4 with the Securities and
Exchange Commission for the purpose of issuing a tender offer to preferred
shareholders to repurchase 114,500 outstanding preferred shares at a price to be
determined via the offering, but in no event to be less than $24 or greater than
$26.50 per share.

On May 30, 1997, the Company filed an amended Schedule 13E-4 to extend the
tender offer an additional 10 days. On June 13, 1997, the Company closed the
tender offer and repurchased 39,042 shares of its preferred stock for
approximately $1.035 million. Subsequently, the Company in privately negotiated
transactions purchased an additional 58,300 shares for approximately $1.545
million.

4. On March 15, 1996, the Company acquired for cash all of the outstanding
common stock of Bank One, Pikeville, N.A. (Kentucky) from Banc One Corporation.
This transaction was accounted for under the purchase method of accounting.
Accordingly, the consolidated financial statements include the operations of
Kentucky only from the date of acquisition. The aggregate purchase price was
approximately $29.35 million, which includes costs of acquisition. The Company
financed this transaction with proceeds from the issuance of convertible stock,
long term debt, and available cash. The Company incurred amortizing intangible
expenses related to this transaction of approximately $493 thousand and $388
thousand as of June 30, 1997 and June 30, 1996, respectively.
<PAGE>
 
  5. At June 30, 1997, the recorded investment in impaired loans under Statement
No. 114 was $11.15 million (of which $3.74 million were on a nonaccrual basis).
Included in this amount is $3.23 million of impaired loans for which the related
allowance for credit losses is $1.67 million and $7.92 million of impaired loans
that do not have a specific allowance for credit losses. The average recorded
investment in impaired loans during the six month period ended June 30, 1997
approximated $11.65 million.

6. In June 1996, the Financial Accounting Standards Board (FASB) issued
Statement No. 125, "Accounting for Transfers and Servicings of Financial Assets
and Extinguishments of Liabilities," which was applicable to the Company January
1, 1997. In October 1996, the FASB agreed to defer the effective date for one
year for the following transactions: securities lending, repurchase agreements,
dollar rolls, and other similarly secured transactions. Statement No. 125
establishes the standards for determining whether certain transfers of financial
assets should be considered sales of all or part of the assets or secured
borrowings. Statement 125 also establishes standards for settlements of
liabilities through the transfer of assets to a creditor or obtaining an
unconditional release and whether these settlements should prove the debt
extinguished. The adoption of this standard is not expected to have a material
impact on the Company's financial statements.

7. In February 1997, the FASB issued Statement No. 128, "Earnings Per Share,"
(Statement 128) which simplifies the computation of earnings per share available
for common shareholders and make such computation more comparable to
international accounting standards. Under Statement 128, primary earnings per
share will be replaced with "basic" earnings per share and will be computed by
dividing income available to common shareholders by average common shares
outstanding (exclusive of the impact of common stock equivalents). Fully diluted
earnings per share will be renamed "Diluted" and Statement 128 requires that
both computations be shown on the face of the income statement with equal
prominence except for entities with simple capital structures and then only
basic earnings per share will be required. Statement 128 is effective for
interim and annual financial statements ending after December 15, 1997. The
Company does not expect Statement 128 to have a material impact on its financial
statements.
<PAGE>
 
MATEWAN BANCSHARES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FINANCIAL CONDITION

Total assets at June 30, 1997, have increased approximately $11.7 million since
December 31, 1996, and $33.1 million since June 30, 1996. The Company
experienced annualized growth in each time period of 3.7% and 5.5% percent,
respectively. Deposits have decreased approximately $1.4 million and $13.0
million over the same respective periods. Short term borrowings increased
approximately $10.7 million and $17.1 million over the same intervals. Retained
earnings increased approximately $1.5 million from December 31, 1996, to June
30, 1997, and approximately $3.3 million in the twelve month period ended June
30, 1997.

The asset structure of the Company's balance sheet at June 30, 1997, compared to
December 31, 1996, and June 30, 1996, has changed, as far as overall
composition, as follows. Cash and cash equivalents have decreased $11.1 million
since December 31, 1996 (representing currently 8.3% of total assets versus
10.3% at year end), but have increased $6.9 million since June 30, 1996
(approximately 7.7% of total assets). Investments have increased approximately
$9.6 million since December 1, 1996 and $8.2 million since June 30, 1996. These
totals represent 24.6%, 23.5% and 24.6% of total outstanding assets for each
time period. Loans have increased approximately $11.0 million since December 31,
1996 (to 60% of total assets versus 59%) and $14.5 million since June 30, 1996
(61% of total assets). Growth in earning assets in the six month period has been
funded by a combination of declines in cash and cash equivalents previously
noted and increases in short term borrowings. Earning asset growth in the twelve
month period has been funded predominantly by increasing deposit and short term
borrowings. Loan and deposit growth that has taken place in both periods of time
has predominantly been a function of growth in the Company's core market areas.

Regarding the loan portfolio, it is the Company's policy to maintain a strategic
asset mix wherein the loan portfolio represents approximately sixty-five percent
(65%) of total assets. More specifically, the desired targeted mix within the
loan portfolio is equally distributed among the commercial, consumer, and real
estate loan categories. Real estate loans represent the largest component of the
Company's loan portfolio. The majority of the real estate loans are of the one-
to-four family residential nature. Consumer loans represent the second largest
category of the loan portfolio. Automobile loans approximate 50% of the total
consumer portfolio. Commercial loans represent the smallest component of the
Company's loan portfolio. All classes of loans are subject to minimum acceptable
underwriting standards regarding downpayment, term, equity, loan-to-value
measures and collateral coverage, adequate cash flow and debt coverage, and
credit history, among other things. The primary focus for all categories of
lending is the thirteen county market area in southern West Virginia, eastern
Kentucky, and western Virginia that
<PAGE>
 
the Company has identified as its core market. As a point of fact, the
overwhelming majority of the loans outstanding on both June 30, 1997, and 1996,
respectively, for each loan portfolio category are to customers within this core
market.

By definition, two major credit concentrations exist for the Company: (1) those
delineated by loan category as a proportion of the Company's capital base, and
(2)that of a single industry concentration. Loan categories that exceed 25% of
the Company's capital base are: (1) those secured by one-to-four family
residences, (2) those secured by automobiles, (3) those secured by commercial
real estate and equipment, and (4) those characterized as unsecured loans. The
other type of concentration relates to the general overall reliance on the coal
industry prevalent in the Company's market area. Given the market area's
dependence on this industry, avoidance of this type of concentration by the
Company is neither likely nor practical.

Although the Company has a diversified loan portfolio, a substantial portion of
its debtors' ability to honor their obligations is dependent on the coal
industry. Accordingly, a downturn in the coal industry could impact both the
value of collateral held as security and the ability to repay contracts in
accordance with original terms. The Company attempts to mitigate this
sensitivity somewhat by spreading the portfolio throughout eastern Kentucky,
southern West Virginia, and western Virginia. While the bulk of both the lending
and deposit taking functions of the Company are currently in its present
thirteen county market area, some geographic diversification may be realized by
engaging in business in contiguous counties.

Non-interest bearing deposits decreased approximately $10.2 million in the six
months since December 31, 1996 (to 10.7% of total assets compared to 12.5%) and
increased $513 thousand in the twelve month period since June 30, 1996 (11.2% of
total assets). Interest bearing deposits increased approximately $16.5 million
and $18.9 million in the same respective periods of time (representing 72.2%,
71.0%, and 72.8% of total assets respectively). True deposit growth for the
first half of 1997 was masked by a series of transactions wherein a large
commercial customer transferred some short term working capital funds that had
been placed in one of the Company's banking affiliates late in the fourth
quarter of 1996 and whose departure in the first quarter of 1997 was
anticipated. These particular funds, which were never regarded as core in
nature, had the dual impact of inflating December 1996 final totals and
understating true first half 1997 core deposit growth. All depository
subsidiaries of the Company have interest rate structures that offer yields that
have been consistently competitive with other deposit products available in the
market over these same time periods. This deposit pricing posture has helped the
Company to insulate earnings from rising interest rate pressures. Short term
borrowings increased $3.1 million and $9.4 million over these same time periods.
Factors contributing to these changes are the volatile nature of these types of
funds (primarily tax deposits), the increasing placement of public funds in
accounts of this nature, and the fact that, in the interest rate environment
prevalent over the periods addressed, these types of accounts possess many of
the
<PAGE>
 
attractive features (namely, short term duration and liquidity) of money market
accounts. Other liabilities increased approximately $4.2 million and $3.3
million, respectively, over the same time periods.

During the first six months of 1997, consummation of the Company's tender offer
for its preferred stock, in conjunction with the execution of regular treasury
stock repurchases on its common shares more than neutralized any gains inherent
in realizing normal internal capital retention levels. As a consequence of
treasury stock activity in this time period (approximately $3.0 million) total
shareholder equity decreased by approximately $1.5 million. In the twelve month
period, the impact of treasury stock transactions on equity capital levels
resulted in a net increase in total equity of $287 thousand. Equity capital as a
percentage of total assets was 10.34%, 10.77%, and 10.86% at June 30, 1997,
December 31, 1996, and June 30, 1996, respectively. The Company is now required
to meet certain regulatory capital requirements for capital on a risk-adjusted
basis. Risk adjustment allows for the inclusion of off-balance sheet items such
as unused credit commitments, exclusion of certain no-risk assets, as well as
inclusion of other factors that may cause additional risk to the Company. The
Company's risk-weighted capital to risk-weighted asset percentage was 14.21% at
June 30, 1997, and 14.97% at June 30, 1996. The percentage at December 31, 1996,
was 15.63%.

Management is not aware of any trends, events, or uncertainties, either
favorable or unfavorable, that are reasonably likely to have a material effect
on the Company's liquidity, capital resources, or results of operations. There
are no current recommendations by regulatory authorities which, if implemented,
would have a material effect on the Company. The Company has no outstanding
loans that have been classified for regulatory purposes as loss, doubtful,
substandard, or special mention that result from trends or uncertainties which
management reasonably expects to materially impact future operating results,
liquidity, or capital resources.
<PAGE>
 
MATEWAN BANCSHARES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

SUMMARY

Net income available for common share holders for the first half of 1997 was
approximately $2.387 million, representing earnings per share applicable to
common stock of $.65, versus $2.524 million, or $.69 per share for the same six
month period in 1996. Earnings per share for the year ended December 31, 1996
was $1.43. Net income available for common shareholders for the second quarter
of 1997 was $1.161 million ($.32 per shares) compared to $1.311 million ($.36
per share) for the same three month period in 1996. Return on Average Assets was
1.01% and 1.16% for the six month periods ended June 30, 1997, and June 30,
1996, respectively. Return on Average Assets was 1.00% and 1.11% for quarters
ending on the same respective dates. Return on Average Assets for the year ended
December 31, 1996, was 1.15%. Return on Average Equity was 9.25% and 10.50% for
the respective six month time periods and 10.37% for the year ended December 31,
1996.

ACQUISITION ACTIVITY

On March 15, 1996, the Company acquired all of the outstanding common stock of
the Bank One, Pikeville, N.A. franchise (Kentucky). The Kentucky franchise
commenced operations as a wholly owned subsidiary of Matewan BancShares, Inc. At
March 15, 1996, Kentucky had total assets of approximately $204 million,
deposits of approximately $183 million and capital of approximately $20 million.
The Company funded this cash acquisition with long-term debt of approximately $8
million, a capital stock offering of $16.25 million, and available cash.

RESULTS OF OPERATIONS

Net interest income was $14.453 million for the six month period ended June 30,
1997, versus $12.796 million for the same six month period ended June 30, 1996.
The increase of approximately $1.657 million was a function of the Company
managing its net interest margin through its core business base and the fact
that the Kentucky acquisition contributed earnings for the full six month period
in 1997 versus only slightly more than a full quarter for the same period in
1996. In this regard, comparing the second quarter operating levels should prove
more insructive in that they represent the first full time period of
consolidated operations. Net interest income in the second quarter of 1997 was
actually $25 thousand lower than for the same period in 1996.  Under normal
circumstances, in the rising interest rate environment experienced in the second
quarter of 1997, institutions that are liability sensitive in the short run
would expect an unfavorable reaction in net interest income as interest-bearing
liabilities reprice at lower rates faster than interest-earning assets reprice.
Because the Company has exercised such extreme vigilance in maintaining its
funds pricing positions, as interest rates increased, net interest income has
not been as vulnerable to erosion. Actual Net Interest Margin (net interest
income divided by average earning
<PAGE>
 
assets) for the six month period ended June 30, 1997 was 5.27% versus 5.52% for
the same period in 1996, an erosion of approximately 4.5%. Net Interest Margins
for the respective quarters ended June 30, 1997 and 1996 were 5.31% and 5.45%,
respectively. The Company continues to be liability sensitive and accordingly
future increases in market interest rates would generally adversely impact net
interest income, while decreases in market interest rates would generally have a
positive impact.

The Company's provision for loan losses for the six months ended June 30, 1997
was approximately $366 thousand lower than for the same period in 1996. Net
charge-off activity decreased to $1.278 million from $1.387 million for the same
respective periods. Non-performing loans (loans past due greater than ninety
days plus nonaccrual loans) approximated $6.028 million at June 30, 1997, versus
$4.796 million at June 30, 1996. These levels represent approximately 1.56% and
1.28% of the gross loans outstanding for each respective period. The Company's
ratio of allowance for loan losses to non-performing loans was 99.52% as of June
30, 1997. A similar calculation for the first half of 1996 produced a ratio of
128.84%. The ratio of allowance for loan losses to gross loans was 1.49% and
1.65% for the six month periods ended June 30, 1997, and June 30, 1996,
respectively. The Company maintains an extremely aggressive position in dealing
with the workout or liquidation of higher risk accounts. On the basis of its
review of the loan portfolio, and improvements in net charge-offs, management
has determined that (1) there exists sufficient coverage in the loan loss
reserve to absorb the effect of anticipated charge-offs without requiring any
additional reserves and (2) on an ongoing basis, provisions to loan loss reserve
will continue to be made to reflect any ongoing additional exposure to the loan
portfolio. Management has analyzed and evaluated the condition of the loan
portfolio, has made provision for known anticipated losses, and does not
anticipate any further significant losses.

Non-interest income increased $296 thousand during the first six months of 1997
when compared to the same period in 1996. Service fees and other fees generally
increased in the period due to changes in the service fee schedule from the
earlier period and normal business growth. Sales of credit insurance in the same
periods translated into commissions approximately $146 thousand lower in 1997
than for the same period in 1996. High loss experiences by the Company's credit
insurance underwriters resulted in the underwriters' companies tightening
eligibility standards for policies issued in the Company's market area. Sales
volumes have declined accordingly. For the three month period ended June 30,
1997 overall noninterest income levels were approximately $101 thousand lower
than for the same period in 1996.

Non-interest expenses increased $2.25 million for the first half of 1997 over
the same period in 1996. The majority of the increase is attributable to the
impact of a full six months of activity for Kentucky in 1997 versus the impact
of one quarter plus sixteen days in 1996. For the second quarter of 1997,
noninterest expense was approximately $433 thousand higher than for the same
period in 1996.
<PAGE>
 
The Company opened four new offices in the second half of 1996 that have become
full cost centers, but for the most part have not generated significant
additional revenues.

For the six month periods ended June 30, 1997, and June 30, 1996, respectively,
net income before taxes increased approximately $73 thousand.  Applicable income
taxes decreased by $4 thousand in the six month period ended June 30, 1997 over
the same period in 1996. The effective income tax rate for the first half of
1997 was 36.13% versus 36.77% for the first six months of 1996. These levels
reflect both changes in composition of the Company's taxable earnings and
favorable tax effects attributable to Matewan Bank FSB. Net income after income
taxes increased $77 thousand for the six months ended June 30, 1997, over the
same period for 1996. Earnings available to common shareholders decreased $137
thousand for the six months ended June 30, 1997 over the same period in 1996.
Most of this erosion occurred in the second quarter with earnings per share
available to common shareholders in the second quarter of 1997 declining
approximately $170 thousand from the same period in 1996.
<PAGE>
 
Analysis of the Allowance for Loan Losses (Unaudited)
MATEWAN BANCSHARES, INC AND SUBSIDIARIES
(Amounts listed in thousands)

<TABLE>
<CAPTION>
                                          Six months ended
Year-to-date amounts listed through     June 30,     June 30,
                                        --------     --------
                                          1997         1996 
                                          ----         ----  
<S>                                     <C>          <C>  
Balance at begining of period           $5,986       $2,973


Loans charged-off                       (1,690)      (1,664)


Recoveries                                 412          277

Increase incidental to acquisition           0        3,152


Provision for loan losses                1,075        1,441
                                         -----        -----


Balance at the end of period            $5,783       $6,179
                                         =====        =====

Non-performing loans                    $6,028      $ 4,796
                                                
Ratio of net charge-offs to                     
average loans (annualized)                1.35%         .89%
                                                
Ratio of nonperforming loans to                 
gross loans                               1.56%        1.28%
                                                
Ratio of nonperforming assets to                
total assets                              1.08%         .90%
                                                
Ratio of allowance for loan losses              
to non-performing loans                  99.52%      128.84%
                                                
Ratio of allowance for loan losses              
to gross loans                            1.49%        1.65%
</TABLE>

The level of loans classified as troubled, restructured debt was immaterial for
either of the above periods.
<PAGE>
 
                              SIGNATURES


   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.

                                          MATEWAN BANCSHARES, INC.
                                             (Registrant)



July 31, 1997                          By: /s/   Dan R. Moore
                                          ----------------------------   
                                                 Dan R. Moore
                                     Chairman of the Board of Directors
                                              and President





July 31, 1997                         By: /s/    Lee M. Ellis
                                         ----------------------------
                                                 Lee M. Ellis
                                   Vice President & Chief Financial Officer
<PAGE>
 
                           MATEWAN BANCSHARES, INC.


EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 11

    Exhibit 27 Financial Date Schedule

    Information included in EX-27 is incorporated herein by reference.

(b) Reports on Form 8-K  - None