<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-KSB

[ 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

For the transition period from                  to      
                               ----------------    ----------------

                      Commission File Number:  33-302132

                             TRI-STATE 1ST BANK, INC.
        (Exact name of small business issuer as specified in its charter)

Ohio                                                              34-1824708
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                                Identification
Number)

   16924 St. Clair Avenue
        P.O. Box 796
   East Liverpool, Ohio                                              43920
----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)

              Registrant's telephone number, including area code:
                                 (330)385-9200
                                 -------------

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

          Securities registered under Section 12(g) of the Exchange Act:
                           Common Stock, no par value 
                           --------------------------
                                (Title of Class)

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 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 the 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.        [   ]

     Issuer's revenues for its most recent fiscal year      $4.4 million.

The aggregate market value of the voting stock held by non-affiliates computed
by reference to the averaged bid and ask price on March 8, 1999, was 
$9,605,472 (300,171 shares at $32 per share).

As of December 31, 1998, there were issued and outstanding 451,869 shares of
the registrant's Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders report for the year ended December 31,
1998 are incorporated by reference into Parts I and II, and portions of the
Proxy Statement for the annual sharesholders meeting held April 14, 1999 are
incorporated by reference into Part III.

<PAGE>
                           Tri-State 1st Bank, Inc.
                                 Form 10-KSB
                              Table of Contents


                                                                      Page
                                                                     Number
Part I

  Item 1.  Business                                                   3-9

  Item 2.  Properties                                                  9

  Item 3.  Legal Proceedings                                           9

  Item 4.  Submission of Matters to a Vote of Security Holders         9

Part II

  Item 5.  Market for Common Equity and Related Stockholder Matters    9

  Item 6.  Managements Discussion and Analysis                         9

  Item 7.  Financial Statements                                       10

  Item 8.  Changes in and disagreements with Accountants on 
           Accounting and Financial Disclosure                        10

Part III

  Item 9.  Directors, Executive Officers, Promoters and 
           Control Persons                                            10

  Item 10. Executive Compensation                                     10

  Item 11. Security Ownership of Certain Beneficial 
           Owners and Management                                      10

  Item 12. Certain Relationships and Related Transactions             10

  Item 13. Exhibits and Reports on Form 8-K                           10

Signatures                                                            11

                                    Page 2
<PAGE>
                                    PART I

ITEM 1. BUSINESS

General
-------

Certain information required by this section is presented on page 37 of the
1998 Annual Report and is incorporated herein by reference.

Tri-State 1st Bank, Inc. (the "Company") is the parent company for 1st
National Community Bank (the "Bank"), with principal executive offices of both
the Company and the Bank located in East Liverpool, Ohio.  At December 31,
1998, the Bank had 38 full-time and 10 part-time employees.

Supervision and Regulation
--------------------------

The Company is subject to regulation under the Bank Holding Company Act of
1956, as amended and the Securities and Exchange Commission.

Deposits maintained with the Bank are insured up to regulatory limits by the
FDIC, and accordingly, are subject to deposit insurance assessments to
maintain the Bank Insurance Fund ("BIF") administered by the FDIC.  The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989
("FIRREA") was enacted on August 9, 1989. FIRREA significantly affected the
financial industry in several ways, including higher deposit insurance
premiums, more stringent capital requirements and new investment limitations
and restrictions.  The Federal Deposit Insurance Corporation Act of 1991 ("The
FDIC Improvement Act") covered a wide expanse of Banking regulatory issues. 
The FDIC Improvement Act dealt with the capitalization of the BIF, with
deposit insurance reform, including requiring the FDIC to establish a risk -
based premium assessment system, and with a number of other regulatory  and
supervisory matters.  On December 11, 1995, the FDIC adopted reduced
assessment rates for the semiannual assessment period beginning January 1,
1996.  The resulting annual assessment rates ranged from $0.00 per $100 of
deposits for banks classified in the highest capital and supervisory
evaluation categories to $.27 per $100 of deposits for banks classified in the
lowest capital and supervisory evaluation categories, subject to a minimum
assessment. As a result of the Bank meeting certain capital requirements, the
premium assessment for 1998 and 1997 was nominal.

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the Interstate Banking Law"), various federal banking laws were amended to
provide for nationwide interstate banking, interstate bank mergers and
interstate branching.  The Interstate Banking Law allowed, effective September
29, 1995, the acquisition by a bank holding company of a bank located in
another state. Interstate bank mergers and branch purchase and assumption
transactions will be allowed effective June 1, 1997; however, states may "opt
out" of the merger and purchase and assumption provisions by enacting laws
that specifically prohibit such interstate transactions.  States may, in the
alternative, enact legislation to allow interstate merger and purchase and
assumption transactions prior to June 1, 1997.  The Bank exercised use of the
Interstate Banking Law to facilitate the acquisition of a branch in the state
of West Virginia, as referenced to in the "Market Area" discussion below.

The monetary policies of regulatory authorities, including the Federal Reserve
Board, have a significant effect on  the operating results of banks and bank
holding companies.  The nature of future monetary policies and the effect of
such policies on the future business and earnings of the Company cannot be
predicted.

Management is not aware of any current recommendations by regulatory
authorities which, if they were to be implemented, would have a material
effect on liquidity, capital resources or operations of the Company.

Competition
-----------

The Bank functions in a highly competitive environment.  In addition to other
commercial banks, savings and loans, and savings banks, the Bank must also
contend with other providers of financial services including finance
companies, credit unions and insurance companies.  The Bank's immediate
competition emanates specifically from National City Bank, Banc One, Potters
Savings & Loan, Central Federal Savings & Loan and Perpetual Savings Bank. 
Each of these competitors operate in varying capacities within the Columbiana
County area, the market region shared with the Bank.  Despite having access to
less resources and smaller lending limits, the Bank remains competitive in its
service area with respect to interest rates and fees charged on loans,
interest rates paid on time and savings deposits, and service charges on
deposit accounts.  The deposit base of the Bank is relatively stable; seasonal
fluctuations in the amount of deposits have not been experienced. All of the
Bank's deposits emanate from inside the United States.

                                    Page 3
<PAGE>
Market Area
-----------

The Bank's primary market area is East Liverpool and Lisbon, Ohio and
surrounding communities in the tri-state area which includes eastern Ohio,
northern West Virginia and southwestern Pennsylvania and is known as the Upper
Ohio Valley.  In an attempt to enhance its branch network, the Bank acquired
the assets and assumed the deposits and other liabilities of United
Bankshares, Inc.'s New Cumberland, West Virginia branch office.  The purchase
price was $157,000 in cash plus the value of all deposit accounts based upon
the balance as of the date of closing at a premium of 5 1/2% of account
balances.  Consummation and closing occurred on September 1, 1997. This
acquisition is ultimately expected to have a positive impact on net income and
future earnings per share.

Statistical Disclosures by Bank Holding Companies
--------------------------------------------------

I. Distribution of Assets, Liabilities and Shareholders' Equity; Interest
   Rates and Interest Differential

Information required by this section is presented on pages 41 and 42 of the
1998 Annual Report and is incorporated herein by reference.

II. Investment Portfolio

A.  Book Value of Investment Portfolio

The required information is presented under Part II, Item 8. - Financial
Statements

B.  Maturity and Yield Information

The following table sets forth the maturity of investments at December 31,
1998, and the weighted average yields of such investments.  The yields
reflected are calculated based on the basis of the cost and effective yields
weighted for the scheduled maturity of each investment.

<TABLE>
<CAPTION>
                                                1 Year         5 Years 
                               Within 1        Through         Through         Over 10
                                  Year         5 Years         10 Years         Years          Total
                              -----------    -----------     -----------     -----------    -----------
                                            (Dollars in thousands)
<S>                           <C>            <C>             <C>             <C>            <C>  
U.S. Treasury securities 
  and other U.S. Government
  agencies and corporations   $     1,991    $     8,501     $     1,301     $         -    $    11,793
Obligations of states and 
    political subdivisions            107          2,142           6,053             470          8,772
Mortgage-backed securities              -            165               -             390            555
Equity securities                       -              -               -             237            237
                              -----------    -----------     -----------     -----------    -----------
                              $     2,098    $    10,808     $     7,354     $     1,097    $    21,357
                              ===========    ===========     ===========     ===========    ===========
U.S. Treasury securities 
  and other U.S. Government
  agencies and corporations          5.46%          5.83%           6.28%              -%
Obligations of states and 
    political subdivisions           9.85           9.00            7.60            9.98
Mortgage-backed securities              -           6.51            6.73            6.66
Equity securities                       -              -               -            6.54
                              -----------    -----------     -----------     -----------
                                     5.68%          6.47%           7.36%           8.05%
                              ===========    ===========     ===========     ===========
</TABLE>
Weighted average yields are computed on a tax equivalent basis using a federal
tax rate of 34% based on cost, adjusted for amortization of premium or
accretion of discount.

C.  Aggregate Book Value of Securities Exceeding 10% of Stockholders' Equity

Excluding those holdings of the investment portfolio in U.S. Treasury
securities and other agencies and corporations of the U.S. Government, there
are no investments of any one issuer which exceeds 10% of the Company's
shareholders' equity at December 31, 1998.

                                    Page 4
<PAGE>
III.  Loan Portfolio

A.  Types of Loans

The following table sets forth the composition of the loan portfolio by type
of loan at the dates indicated.

                                             At December 31,
                               ------------------------------------------- 

                                      1998                    1997
                               -------------------     -------------------
                                Amount    Percent       Amount    Percent
                               --------   --------     --------   --------
                                         (Dollars in Thousands)
Type of Loan
------------
Real Estate Loans:
 Construction                  $      -          -%    $      -          -%
 1 - 4 Family                    13,559      46.80       12,192      46.81
 Commercial                       6,772      23.37        4,477      17.19

Commercial Loans                  4,444      15.34        5,639      21.65

Consumer Loans                    4,199      14.49        3,737      14.35
                               --------   --------     --------   --------

      Total                      28,974     100.00%      26,045     100.00%
                                          ========                ========
Less:
 Deferred loan origination 
  fees and costs                     35                      32
 Allowance for possible 
  loan losses                       340                     309
                               --------                --------

      Net loans                $ 28,599                $ 25,704
                               ========                ========

The Bank's lending policy requires the application and satisfaction of certain
underwriting standards prior to funding any loan, among which are
documentation requirements to include credit and collateral value analysis.
Credit qualification entails evaluation of  business cash flows or consumer
income available to service debt payments.  Secondary sources of repayment,
including collateral and guarantees may be requested as well.  Lending
opportunities typically are  restricted to the market areas the Bank's
branches serve.

The Bank's lending strategy has historically focused on the origination and
retention of a mixture in its portfolio of commercial  loans, one-to-four
family mortgage loans and, to a lesser extent, working capital loans in the
form of credit lines and term notes, personal loans,  and home equity loans. 
Commercial real estate loans are granted for the acquisition or improvement of
real property.  Generally, commercial real estate loans do not
exceed 70% of the appraised value of the property pledged to secure the
transaction.  With repayment typically contingent upon successful operation of
the subject real estate, this is carefully scrutinized prior to approval.

Real estate construction loans are granted for the purpose of construction
improvements to real property, both commercial and residential.  Real estate
loans secured by one-to-four family residential housing properties are granted
subject to statutory limits regarding the maximum percentage of appraised
value of the mortgaged property.  Residential loan terms are normally
established based upon factors such as interest rates in general, the supply
of money available to the Bank and the demand for such loans.

Consumer loans represent the extension of financing to customers for personal
expenditures or household purposes. Creditworthiness is evaluated on the basis
of projected repayment capacity as well as credit history. Such loans  are
granted in the form of installment or revolving transactions.

                                    Page 5

<PAGE>
B.  Maturities and Sensitivities of Loans to Changes in Interest Rates

The following table exhibits the maturity of commercial and real estate
construction loans outstanding as of December 31, 1998, and the amounts due
after one year classified according to the sensitivity to changes in interest
rates.
<TABLE>
<CAPTION>
                                           Maturing
                                            Within       Through       After
                                            1 Year      Five Years   Five Years     Total
                                           ---------    ----------   ----------   ---------
                                                         (Dollars in Thousands)

<S>                                        <C>          <C>          <C>          <C>     
Commercial and agricultural                $   2,132    $     668    $   1,650    $   4,450
Real estate-construction                           -            -            -            -
                                           ---------    ---------    ---------    ---------

      Total                                $   2,132    $     668    $   1,650    $   4,450
                                           =========    =========    =========    =========

Sensitivity of loans to interest rates:
  Predetermined interest rates                          $     241    $      69
  Floating interest rates                                     427        1,581
                                                        ---------    ---------

      Total                                             $     668    $   1,650
                                                        =========    =========

C.  Risk Elements

Certain information required by this section is presented on pages 11, 24, 37-45 of
the 1998 Annual Report and is incorporated herein by reference.

The following table sets forth information regarding non-performing assets:

                                                  At December 31, 
                                            ---------------------------
                                                1998            1997
                                            -----------     -----------
                                               (Dollars in Thousands)
Loans past due 90 days or more and
 still accruing interest                    $       179     $       102
Nonaccrual loans                                      -               -
Impaired loans                                        -               -
                                            -----------     -----------

Total non-performing loans                          179             102

Other real estate owned                               -               -
                                            -----------     -----------

Total non-performing assets                 $       179     $       102
                                            ===========     ===========

Non-performing assets to 
 allowance for loan losses                         52.6%           33.0%

Non-performing assets include non-performing loans and other real estate
owned.  The Bank's non-performing assets, do not represent or result from
trends or uncertainties which management reasonably expects will materially
impact future operating results,  liquidity or capital resources.   Impaired
loans are commercial and commercial real estate loans for which it is probable
that the Bank will not be able to collect all amounts due according to the
contractual terms of the loan agreement.  The Bank evaluates such loans for
impairment individually and does not aggregate loans by major risk
classifications.  The definition of "impaired loans" is not the same as the
definition of "nonaccrual loans," although the two categories overlap. The 
Bank may choose to place a loan on nonaccrual status due to payment
delinquency or uncertain collectibility, while not classifying the loan as
impaired if the loan is not a commercial or commercial real estate loan. 
Factors considered by management in determining impairment include changes in
repayment capacity, payment status and collateral value. The amount of
impairment for these types of impaired loans is determined by the difference
between the present value of the expected future cash flows related to the
loan, using the original interest rate, and its recorded value, or as a
practical expedient in the case of collateralized loans, the difference
between the fair value of the collateral and the recorded amount of the loans. 
When foreclosure is probable, impairment is measured based on the fair value
of the collateral.

                                    Page 6
<PAGE>
Mortgage loans on one-to-four family properties and all consumer loans are
large groups of smaller balance homogeneous loans and are measured for
impairment collectively.  Loans that experience insignificant payment  delays,
which are defined as 90 days or less, generally are not classified as
impaired.  Management determines the significance of payment delays on a
case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of the delay, the
borrower's prior payment record, and the amount of shortfall in relation to
the principal  and interest owed.

Although the Bank has a diversified loan portfolio, a substantial portion of
its debtors' ability to honor their agreements is dependent upon the economic
stability of the tri-state area.  At December 31, 1998, the Corporation did
not have any concentrations of loans to borrowers engaged in similar
activities exceeding 10% of total loans.

While it is impossible to predict what 1999 loan losses will be, there are no
potential problem loans outstanding at the end of any period presented for
which there was serious doubt as to the ability of the borrower to comply with 
present loan repayment terms except as discussed above.

IV.  Summary of Loan Loss Experience

A.  Analysis of Loan Loss Experience

The following table sets forth information with respect to the Bank's
allowance for loan losses at the dates indicated:

                                                  At December 31, 
                                            --------------------------
                                                1998            1997
                                            ----------      ----------
                                              (Dollars in Thousands)

Balance, January 1                          $      309      $      290

Charge-offs:
 Commercial and agricultural                         -               -
 Real estate mortgages                               5               -
 Consumer                                           33              47
                                            ----------      ----------

Total charge-offs                                   38              47
                                            ----------      ----------

Loan recoveries:
 Commercial and agricultural                         -               -
 Real estate mortgages                               -               -
 Consumer                                           15              12
                                            ----------      ----------

Total loan recoveries                               15              12
                                            ----------      ----------

Net charge-offs                                     23              35
                                            ----------      ----------

Provision charged to operations                     54              54
                                            ----------      ----------

Balance, December 31                        $      340      $      309
                                            ==========      ==========

Net charge-offs as a percent
 of average loans                                 0.08%           0.14%

The Bank believes that the allowance for loan losses at December 31, 1998 is
adequate to cover losses inherent in the portfolio.  However, there can be no
assurance that the Bank will not sustain additional losses in future periods,
which could be substantial in relation to the size of the allowance at
December 31, 1998.

                                    Page 7
<PAGE>
B.  Allocation of the Allowance for Possible Loan Losses

The allocation of the allowance for possible loan losses is predicated upon
periodic review and evaluation of individual loans, past loss experience, risk
elements associated with particular loan categories, and the impact of the
economic environment.  The allowance for loan losses is available to absorb
credit losses arising from individual or portfolio segments.  When losses on
specific loans are identified, the portion deemed uncollectable is charged
off.

The Bank monitors its loan portfolio on a monthly basis, taking into
consideration the status of potential problem loans and non - performing
assets, as well as trends in delinquencies.  Management's determination of the
adequacy of the allowance for loan losses is based on periodic evaluations of
the credit portfolio and other relevant factors. In addition to the estimate
of  the amounts and timing of expected future cash flows on impaired loans,
other components of the allowance for loan losses include estimates for loan
losses associated within the commercial, consumer and  real estate mortgage
portfolios, general amounts for historical loss experience, uncertainties in
estimating losses,  and inherent risks in the various credit portfolios.


V.  Deposits

A.  Average Deposits and Rates Paid by Type

The following tables summarize the daily average amount of deposits and rates
paid on such deposits for the periods indicated.

                                                Year Ended December 31, 
                                             -----------------------------
                                                  1998           1997
                                             -------------   -------------
       Amount
--------------------------                      (Dollars in thousands)

Noninterest-bearing demand                   $       7,155   $       6,300
Interest-bearing demand                             10,418           8,073
Savings                                              9,810           8,492
Money market                                         4,918           4,946
Time                                                15,766          12,921
                                             -------------   -------------

      Total                                  $      48,067   $      40,732
                                             =============   =============


       Rate
--------------------------
Noninterest-bearing demand                               -%              -%
Interest-bearing demand                               2.25            2.75
Savings deposits                                      2.50            2.99
Money market                                          2.75            2.99
Time deposits                                         5.29            5.37

The following table sets forth the remaining maturity of time certificates of
deposit in denominations of $100,000 or more.

                                              December 31, 
                                                 1998
                                             -------------
                                             (In thousands)

3 months or less                             $       1,647
Over 3 months through 6 months                         300
Over 6 months through 12 months                        952
Over 12 months                                         110
                                             -------------

      Total                                  $       3,009
                                             =============

                                    Page 8
<PAGE>
VI.  Return on Equity

The required information is incorporated by reference to page 11 of the 1998
Annual Report.

VII. Short - Term Borrowings

The required information is presented under Part II, Item 8. - Financial
Statements

Item 2.  Properties

The following are the principal locations of operations of the Company and
Bank:

                                 Own or        Term of
Description                       Rent          Lease
------------------------         ------        -------

Executive offices of the
  Company and Bank and 
  main branch
16924 St. Clair Avenue
East Liverpool, OH 43920          Own            N/A

Branch office
Jefferson & Lincoln Way
Lisbon, OH 44432                  Own            N/A

Branch office                                   Lease 
15703 St Rt 170                              expiration:
Calcutta, OH 43920                Rent        12/01/05

Branch office                                   Lease 
Wal Mart Store                                expiration:
Calcutta, OH 43920                Rent         05/17/02

Branch office
1200 North Chestnut Street
New Cumberland, WV 26047          Own            N/A

Management asserts that for insurance purposes all facilities and equipment
are subject to periodic appraisal and all properties are adequately insured.


Item 3.  Legal Proceedings

There are no pending legal proceedings, other than ordinary routine litigation
incidental to banking, to which the Company or the Bank is a party or of which
any of the Company's or Bank's property is subject.

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

No matters were submitted to a vote of security holders during the fourth
quarter of 1998.

Item 5.  Market for Common Equity and Related Stockholder Matters

The required information is incorporated by reference to page 12 of the 1998 annual report.

Item 6.  Managements Discussion and Analysis

The required information is incorporated by reference to pages 37-45 of the 1998 annual report.

                                    Page 9
<PAGE>
Item 7.  Financial Statements

The required information is incorporated by reference to pages 13-34 of the 
1998 annual report.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure

None.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance With Section 16(a) of the Exchange Act.

The required information is incorporated by reference to pages 4 through 6 of
the proxy statement.

Item 10. Executive Compensation

The required information is incorporated by reference to pages 7 and 8 of the
proxy statement.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The required information is incorporated by reference to pages 9 through 11 of
the proxy statement.

Item 12. Certain Relationships and Related Transactions.

The required information is incorporated by reference to page 13 of the proxy
statement.

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

The following documents are filed as part of this report, except as may be
indicated:

(1)  Financial Statements:
The following Consolidated Financial Statements of Tri - State 1st Bank, Inc.
together with the Report of Independent Auditors dated January 8, 1999,  are
included in the 1998 Annual  Report of the registrant which is referenced in
Part II, Item 7 - Financial Statements and are incorporated herein:

                                                            Page Reference
                                                            --------------
Report of Independent Auditors.                                  13
Consolidated Balance Sheet, December 31, 1998 and 1997.          14
Consolidated Statement of Income for the years ended
  December 31, 1998 and 1997.                                    15
Consolidated Statement of Stockholders' Equity for the 
  years ended December 31, 1998 and 1997.                        16
Consolidated Statement of Cash Flows for the years 
  ended December 31, 1998 and 1997                               17
Notes to Consolidated Financial Statements                     18-34

(2)  Exhibits:

Exhibits filed herewith  or incorporated by reference are set forth in the
following table prepared in accordance
with item 601 of Regulation S-B.

     (3.1)  Articles of Incorporation of the registrant are incorporated
            herein by reference to the registrant's Registration Statement on
            Form S-4 filed with the Securities and Exchange Commission on
            March 8, 1996.

     (3.2)  By-laws of the registrant are incorporated by reference to the
            registrant's Registration Statement on Form S-4 filed with the
            Securities and Exchange Commission on March 8, 1996.

     (13)   Annual Report to Security Holders for the year ended December 31,
            1998, filed herewith as exhibit 13.

     (21)   Subsidiary of the registrant incorporated herein by reference to
            the registrant's Registration Statement on Form S-4 filed with the
            Securities and Exchange Commission on March 8, 1996.

     (27)   Financial Data Schedule for the year ended December 31, 1998,
            filed herewith as exhibit 27.

                                    Page 10
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                               Tri-State 1st Bank, Inc.


                               /s/ Charles B. Lang
Date:  March 26, 1999          --------------------------------------------
                               Charles B. Lang
                               President
                               (Principal Executive Officer)


                               /s/ Keith R. Clutter
Date:  March 26, 1999          --------------------------------------------
                               Keith R. Clutter
                               Secretary
                               (Principal Financial Officer)


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

       Name                    Title                           Date
-----------------------     -----------              ------------------------

/s/ Charles B. Lang
-------------------
Charles B. Lang              President                    March 26, 1999


/s/ Keith R. Clutter
--------------------
Keith R. Clutter             Secretary                    March 26, 1999


/s/ William E. Blair
--------------------
William E. Blair             Director                     March 26, 1999


/s/ Stephen W. Cooper
--------------------
Stephen W. Cooper            Director                     March 26, 1999


/s/ G. Allen Dickey
--------------------
G. Allen Dickey              Director                     March 26, 1999


/s/ Marvin H. Feldman
-------------------
Marvin H. Feldman            Director                     March 26, 1999


/s/ R. Lynn Leggett
-------------------
R. Lynn Leggett              Director                     March 26, 1999


/s/ John P. Scotford, Sr.
---------------------
John P. Scotford, Sr.        Director                     March 26, 1999


/s/ John C. Thompson
---------------------
John C. Thompson             Director                     March 26, 1999

                                    Page 11

</TABLE>