9

                               FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FIRST COMMUNITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)

Nevada                                                              55-
0694814
(State of other jurisdiction of                             (I.R.S.
Employer
incorporation or organization)
Identification No.)
1001 Mercer Street
Princeton, West Virginia  24740
(Address of principal executive offices)
Employee Stock Ownership and Savings Plan
(Full title of the plan)
John M. Mendez
1001 Mercer Street
Princeton, West Virginia 24740
(Name and address of agent for service)
(304) 487 - 9000

(Telephone number, including area code, of agent for service)

<TABLE>

<CAPTION>

Calculation of Registration Fee

<S>      <C>           <C>         <C>       <C>
Title of Amount to     Proposed    Proposed  Amount of
securities               be        maximum   maximum      registration
to be     registered   offering    aggregate fee
registered                         price per  offering
                                   unit (1)   price

Common
Stock Par
value $1.00          150,000 shares         $32.75        $4,912,500
$1,450
</TABLE>


 (1)   Pursuant  to  Rule  457(c), the  price  used  in  computing  the
 registration fee
 is  based  upon the average bid-ask price reported as of September  8,
 1998, in
 the stock's unlisted over-the-counter market.






                                   1
<PAGE>



                                PART I
         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



Item 1.  Plan Information

The information required by this item is contained in the
summary plan
description delivered to each participant in the Plan.



Item 2.  Registrant   Information  and  Employee  Plan   Annual
          Information.

The required incorporation by reference and written statement
are set forth
in the material delivered to each participant.

                                   2
<PAGE>



                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

     1.  The  Registrant's latest Annual Report  on  Form  10-K
          filed pursuant to
     Section  15(d) of the Securities Exchange Act of 1934 (the
          "Act").

     2.  All  other  reports filed or to be filed  pursuant  to
          Section 15(d) of the
     Act since the end of the fiscal year covered by the Annual
          Report referred to
     above.

     3.  The  description  of  the  Registrant's  common  stock
          contained in its Form
     l0 filed Pursuant to the Act.

All  documents subsequently filed under. the Act prior  to  the
filing of a
post-effective   amendment  indicating  that   all   securities
registered hereby
have  been  sold,  or deregistering any unsold securities,  are
deemed
incorporated  herein by reference from and  as  of  the  filing
dates thereof.

Item 4.  Not Applicable.

Item 5.  Not Applicable.

Item 6.  Indemnification of Directors and Officers.

Section   27   of   the  Bylaws  of  the  Registrant   requires
indemnification of
directors and officers of the Registrant and any person serving
as such for
another  corporation at the request of the Registrant,  against
costs and
expenses at any time reasonably incurred by him arising out  of
or in
connection with any claim, action, suit or proceeding, civil or
criminal,
against him or to which he may be made a party by reason of his
being or
having  been  such director or officer except  in  relation  to
matters as to which
he  shall be adjudged in such action, suit or proceeding to  be
liable for gross
negligence or willful misconduct in the performance of his duty
to the
Corporation.  If, in the judgment of the Board of Directors  of
this
Corporation,  a  settlement  of  any  claim,  action,  suit  or
proceeding so arising
be  deemed in the best interests of the Corporation,  any  such
director or
officer  shall  be reimbursed for any amounts paid  by  him  in
effecting such
settlement  and  reasonable  expenses  incurred  in  connection
therewith.  The
foregoing  right of indemnification shall be, in  addition  to,
any and all
rights  to which any director or officer may be entitled  as  a
matter of law.

Section  78.751  of Chapter 78, Title 7 of the  Nevada  Revised
Statutes permits
a  corporation to indemnify its directors, officers,  employees
and agents in
connection  with civil and criminal actions if  they  acted  in
good faith and in
a  manner  they reasonably believed to be in or not opposed  to
the best
interests   of   the  corporation.   Such  indemnification   is
permitted in connection
with stockholders, derivative actions, but only if such persons
are not
adjudged liable or upon court order.  Section 78.752 authorizes
the purchase
of  insurance or the making of other financial arrangements  to
cover such
person's exposure, whether or not the corporation is authorized
to indemnify
such person.

Item 7.  Exemption from Registration Claimed.  Not Applicable.







Item 8. Exhibits.

     
     (4)  Instruments  Defining the Rights of Security  Holders
          (not applicable)
     (5)  (a) Opinion of Counsel Re: Legality (not applicable)
          (b) Internal Revenue Service determination letter

     (15)  Letter Re: Unaudited Interim Financial Information
     (23)  Consents of Experts and Counsel
     (24)  Power of Attorney (set forth preceding signatures)
     (99)  Additional Exhibits (not applicable)

Item 9.  Undertakings

     a.  The undersigned Registrant hereby undertakes:

     (1)  To  file, during any period in which offers or  sales
          are
          being  made,  a  post-effective  amendment  to   this
          Registration Statement:

          (I)  To  include  any prospectus required by  Section
               10(a)(3) of the Securities
          Act of 1933:
          
          (ii)   To  reflect  in the prospectus  any  facts  or
               events arising after the
          effective date of the Registration Statement (or  the
               most recent posteffective
          amendment  thereof)  which, individually  or  in  the
               aggregate, represent a
          fundamental  change in the information set  forth  in
               the Registration
          Statement.    Notwithstanding  the   foregoing,   any
               increase or decrease in
          volume  of  securities offered (if the  total  dollar
               value of securities
          offered  would  not exceed that which was registered)
               and any deviation from
          the low or high end of the estimated maximum offering
               range may be
          reflected  in  the form of prospectus filed with  the
               Commission pursuant to
          Rule 424(b)  (230.424(b) of this chapter) if, in  the
               aggregate, the changes
          in volume  and  price represent no more  than  a  20%
               change in the maximum
          aggregate   offering   price   set   forth   in   the
               "Calculation of Registration Fee"
          table in the effective registration statement;

          (iii)   To  include  any  material  information  with
               respect to the plan of
          distribution   not   previously  disclosed   in   the
               Registration Statement or any
          material   change   to   such  information   in   the
               Registration Statement:

               Provided, however, that paragraphs (a)  (1)  (i)
               and (a) (1) (ii) do not apply
               if the information required to be included in  a
               post-effective amendment
               by  those  paragraphs is contained  in  periodic
               reports filed by the Registrant
               pursuant to Section 13 or Section 15(d)  of  the
               Securities Exchange Act of 1934
               that  are  incorporated  by  reference  in   the
               Registration Statement.

      (2)   That,  for the purpose of determining any liability
          under the Securities
      Act of  1933, each such post-effective amendment shall be
          deemed to be a
      new Registration  Statement relating  to  the  securities
          offered therein, and the
      offering  of such securities at that time shall be deemed
          to be the initial
      bona fide offering thereof.

      (3)   To  remove  from Registration by means of  a  post-
          effective amendment any
      of the securities being registered which remain unsold at
          the termination of
      the offering.

      b.  The  undersigned  Registrant hereby undertakes  that,
          for purposes of
      determining  any  liability under the Securities  Act  of
          1933, each filing of
      the Registrant's Annual Report pursuant to Section  13(a)
          or Section 15(d) of
      the Securities   Exchange  Act  of   1934   (and,   where
          applicable, each filing of an
      employee   benefit  plan's  annual  report  pursuant   to
          Section 15(d) of the
      Securities Exchange Act of 1934) that is incorporated  by
          reference in the
      Registration  Statement  shall be  deemed  to  be  a  new
          Registration Statement
      relating  to  the  securities offered  therein,  and  the
          offering of such
      securities  at  that  time  shall be  deemed  to  be  the
          initial bona fide offering
      thereof.

      c.  Insofar  as  indemnification for liabilities  arising
          under the Securities
      Act of  1933 may be permitted to directors, officers  and
          controlling persons
      of the  Registrant pursuant to the foregoing  provisions,
          or otherwise, the
      Registrant  has been advised that in the opinion  of  the
          Securities and
      Exchange   Commission  such  indemnification  is  against
          public policy as expressed
      in the  Act  and  is, therefore, unenforceable.   In  the
          event that a claim for
      indemnification against such liabilities (other than  the
          payment by the
      Registrant  of  expenses incurred or paid by a directors,
          officer or controlling
      person  of  the  Registrant in the successful defense  of
          any action, suit or
      proceeding)  is  asserted  by such director,  officer  or
          controlling person in
      connection  with  the  securities being  registered,  the
          Registrant will, unless
      in the  opinion  of  its  counsel  the  matter  has  been
          settled by controlling
      precedent,  submit to a court of appropriate jurisdiction
          the question whether
      such  indemnification by it is against public  policy  as
          expressed in the Act
      and will  be  governed by the final adjudication of  such
          issue.


                           Power of Attorney

Each  person  whose  signature appears below hereby  authorizes
Eugene E.
Derryberry  or Karl W. Uotinen to execute in the name  of  such
person, and to
file  any amendment to this Registration Statement making  such
changes therein
as  the  Registrant deems appropriate, and appoints such person
named above as
Attorney-in-Fact to sign in his behalf individually and in each
capacity
stated  below  and  file all amendments  to  this  Registration
Statement.






                                   3
<PAGE>



Signatures

Pursuant  to  the requirements of the Securities Act  of  1933,  the
Registrant
certifies  that it has reasonable grounds to believe that  it  meets
all of the
requirements  for  filing  on Form S-8, and  has  duly  caused  this
Registration
Statement  to be signed on its behalf by the undersigned,  thereunto
duly
authorized, in the County of Mercer, West Virginia on September  15,
1998.

                               FIRST COMMUNITY BANCSHARES, INC.


                                  By:
                     ____________________________
                                ______
                                 President and Chief Executive Officer

Pursuant  to  the requirements of the Securities Act of  1933,  this
Registration
Statement has been signed by the following persons in the capacities
and on
the date indicated.
<TABLE>
<S>  <C>  <C>
Signature            Title                        Date

____________________________                  President and Chief
Executive            September 16,1998
James L. Harrison, Sr.                                                   Officer; Director
(Principal
                     Executive Officer)

____________________________                  Vice President - Finance;  September 16, 1998
John M. Mendez       Director (Chief Accounting
                     Officer/Chief Financial Officer)

____________________________                  Director September 16, 1998
Sam Clark

____________________________                  Director September 16, 1998
Allen T. Hamner

____________________________                  Director September 16, 1998
B. W. Harvey

____________________________                  Director September 16, 1998
I. Norris Kantor

____________________________                  Director September 16, 1998
A. A. Modena

_____________________________                 Director
September 16,1998
Robert E. Perkinson, Jr.

_____________________________                 Director
September 16, 1998
William P. Stafford

_____________________________                 Director
September 16, 1998
William P. Stafford, II

_____________________________                 Director
September 16, 1998
W. W. Tinder, Jr.

_____________________________                 Director
September 16, 1998
Harold Wood
</TABLE>

                                   4
<PAGE>







INDEPENDENT AUDITORS' CONSENT

We   consent  to  the  incorporation  by  reference   in   this
Registration Statement
of  First Community Bancshares, Inc. on Form S-8 of our  report
dated January
30,  1998,  incorporated by reference in the Annual  Report  on
Form 10-K of
First  Community Bancshares, Inc. for the year  ended  December
31, 1997.








Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 16, 1998


                                   5
<PAGE>


Internal Revenue Service
District Director
Cincinnati Service Center
PO Box 2508
Cincinnati   OH   45201                         Employer Identification
Number:
                                                           55-0710056
Date:  February 3, 1998                      DLN:  17007324094007
                                            Person  to Contact:   Cindy
Perry
                                                    Contact   Telephone
Number:
FIRST COMMUNITY BANCSHARES INC          (513) 241-5199
PO BOX 5939                                                 Plan Name:
PRINCETON, WV  24740                          EMPLOYEE STOCK  OWNERSHIP
PLAN
                                                                    AND
SAVINGS PLAN
                                                                   Plan
Number:

001

Dear Applicant:

We  have made a favorable determination on your plan, identified above,
based
on the information supplied.  Please keep this letter in your permanent
records.

Continued qualification of the plan under its present form will  depend
on its
effect in operation.  (See section 1.401-1(b)(3) of the Income Tax
Regulations.)  We will review the status of the plan in operation
periodically.

The  enclosed  document  explains the significance  of  this  favorable
determination
letter, points out some events that may effect the qualified status  of
your
employee retirement plan, and provides information on the reporting
requirements  for  your  plan.   It also  describes  some  events  that
automatically
nullify it.  It is very important that you read the publication.

This  letter relates only to the status of your plan under the Internal
Revenue
Code.   It is not a determination regarding the effect of other federal
or
local statutes.

This determination letter is applicable for the amendment(s) adopted on
December 31, 1996.

This plan satisfies the requirements of Code section 4975(e)(7).

This  plan has been mandatorily disaggregated, permissively aggregated,
or
restructured to satisfy the nondiscrimination requirements.

This  plan  satisfies  the nondiscrimination in amount  requirement  of
section
1.401(a)(4)-1(b)(2) of the regulations on the basis of  a  design-based
safe
harbor described in the regulations.

This   plan   satisfies  the  nondiscriminatory  current   availability
requirements
of  section 1.401(a)(4)-4(b) of the regulations with respect  to  those
benefits,
rights  and  features that are currently available to all employees  in
the
plan's  coverage  group.  For this purpose, the plan's  coverage  group
consists
of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements
of
section 410(b) of the Code.


                                   6
<PAGE>



Except  as otherwise specified this letter may not be relied upon  with
respect
to whether the plan satisfies the qualification requirements as amended
by
the  Uruguay  Round Agreements Act, Pub. L. 103-465 and  by  the  Small
Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the
requirements of Code section 401(a)(26).

This letter considers the amendments required by the Tax Reform Act  of
1986,
except as otherwise specified in this letter.

We  have sent a copy of this letter to your representative as indicated
in the
power of attorney.

If you have questions concerning this matter, please contact the person
whose
name and telephone number are shown above.

Sincerely yours,
/C. Ashley Bullard/
District Director

Enclosures
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans


                                   7
<PAGE>


EXHIBIT 15

September 16, 1998

First Community Bancshares, Inc.
Princeton, WV

We  have  a made a review, in accordance with standards established  by
the
American  Institute of Certified Public Accountants, of  the  unaudited
interim
financial  information  of  First Community Bancshares,  Inc.  for  the
periods
ended  March 31, 1998 and 1997 and June 30, 1998 and 1997, as indicated
in our
reports  dated April 24, 1998 and August 5, 1998, respectively; because
we did
not perform au audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in
your
Quarterly  Reports on Form 10-Q for the quarters ended March  31,  1998
and June
30,  1998,  are  being incorporated by reference in  this  Registration
Statement on
Form S-8.

We  also  are aware that the aforementioned reports, pursuant  to  Rule
436(c)
under the Securities Act of 1933, are not considered a part of the
Registration  Statement prepared or certified by  an  accountant  or  a
report
prepared or certified by an accountant within the meaning of Sections 7
and 11
of that Act.

DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania


                                   7
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19372}]
{"company-data": {"conformed-name": "FIRST COMMUNITY BANCSHARES INC /NV/", "cik": "0000859070", "assigned-sic": "6022", "irs-number": "550694814", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63865", "film-number": "98712377"}, "business-address": {"street1": "1001 MERCER STREET", "street2": "P O BOX 5909", "city": "PRINCETON", "state": "WV", "zip": "24740", "phone": "3044879000"}, "mail-address": {"street1": "1001 MERCER STREET", "street2": "P O BOX 5909", "city": "PRINCETON", "state": "WV", "zip": "24740"}, "former-company": {"former-conformed-name": "FCFT INC", "date-changed": "19930328"}}
9

                               FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FIRST COMMUNITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)

Nevada                                                              55-
0694814
(State of other jurisdiction of                             (I.R.S.
Employer
incorporation or organization)
Identification No.)
1001 Mercer Street
Princeton, West Virginia  24740
(Address of principal executive offices)
Employee Stock Ownership and Savings Plan
(Full title of the plan)
John M. Mendez
1001 Mercer Street
Princeton, West Virginia 24740
(Name and address of agent for service)
(304) 487 - 9000

(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to     Proposed    Proposed  Amount of
securities               be        maximum   maximum      registration
to be     registered   offering    aggregate fee
registered                         price per  offering
                                   unit (1)   price

Common
Stock Par
value $1.00          150,000 shares         $32.75        $4,912,500
$1,450
(1)   Pursuant  to  Rule  457(c), the  price  used  in  computing  the
 registration fee
 is  based  upon the average bid-ask price reported as of September  8,
 1998, in
 the stock's unlisted over-the-counter market.

                                   1
PART I
         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

The information required by this item is contained in the
summary plan
description delivered to each participant in the Plan.

Item 2.  Registrant   Information  and  Employee  Plan   Annual
          Information.

The required incorporation by reference and written statement
are set forth
in the material delivered to each participant.

                                   2
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated herein by reference:

     1.  The  Registrant's latest Annual Report  on  Form  10-K
          filed pursuant to
     Section  15(d) of the Securities Exchange Act of 1934 (the
          "Act").

     2.  All  other  reports filed or to be filed  pursuant  to
          Section 15(d) of the
     Act since the end of the fiscal year covered by the Annual
          Report referred to
     above.

     3.  The  description  of  the  Registrant's  common  stock
          contained in its Form
     l0 filed Pursuant to the Act.

All  documents subsequently filed under. the Act prior  to  the
filing of a
post-effective   amendment  indicating  that   all   securities
registered hereby
have  been  sold,  or deregistering any unsold securities,  are
deemed
incorporated  herein by reference from and  as  of  the  filing
dates thereof.

Item 4.  Not Applicable.

Item 5.  Not Applicable.

Item 6.  Indemnification of Directors and Officers.

Section   27   of   the  Bylaws  of  the  Registrant   requires
indemnification of
directors and officers of the Registrant and any person serving
as such for
another  corporation at the request of the Registrant,  against
costs and
expenses at any time reasonably incurred by him arising out  of
or in
connection with any claim, action, suit or proceeding, civil or
criminal,
against him or to which he may be made a party by reason of his
being or
having  been  such director or officer except  in  relation  to
matters as to which
he  shall be adjudged in such action, suit or proceeding to  be
liable for gross
negligence or willful misconduct in the performance of his duty
to the
Corporation.  If, in the judgment of the Board of Directors  of
this
Corporation,  a  settlement  of  any  claim,  action,  suit  or
proceeding so arising
be  deemed in the best interests of the Corporation,  any  such
director or
officer  shall  be reimbursed for any amounts paid  by  him  in
effecting such
settlement  and  reasonable  expenses  incurred  in  connection
therewith.  The
foregoing  right of indemnification shall be, in  addition  to,
any and all
rights  to which any director or officer may be entitled  as  a
matter of law.

Section  78.751  of Chapter 78, Title 7 of the  Nevada  Revised
Statutes permits
a  corporation to indemnify its directors, officers,  employees
and agents in
connection  with civil and criminal actions if  they  acted  in
good faith and in
a  manner  they reasonably believed to be in or not opposed  to
the best
interests   of   the  corporation.   Such  indemnification   is
permitted in connection
with stockholders, derivative actions, but only if such persons
are not
adjudged liable or upon court order.  Section 78.752 authorizes
the purchase
of  insurance or the making of other financial arrangements  to
cover such
person's exposure, whether or not the corporation is authorized
to indemnify
such person.

Item 7.  Exemption from Registration Claimed.  Not Applicable.

Item 8. Exhibits.

     
     (4)  Instruments  Defining the Rights of Security  Holders
          (not applicable)
     (5)  (a) Opinion of Counsel Re: Legality (not applicable)
          (b) Internal Revenue Service determination letter

     (15)  Letter Re: Unaudited Interim Financial Information
     (23)  Consents of Experts and Counsel
     (24)  Power of Attorney (set forth preceding signatures)
     (99)  Additional Exhibits (not applicable)

Item 9.  Undertakings

     a.  The undersigned Registrant hereby undertakes:

     (1)  To  file, during any period in which offers or  sales
          are
          being  made,  a  post-effective  amendment  to   this
          Registration Statement:

          (I)  To  include  any prospectus required by  Section
               10(a)(3) of the Securities
          Act of 1933:
          
          (ii)   To  reflect  in the prospectus  any  facts  or
               events arising after the
          effective date of the Registration Statement (or  the
               most recent posteffective
          amendment  thereof)  which, individually  or  in  the
               aggregate, represent a
          fundamental  change in the information set  forth  in
               the Registration
          Statement.    Notwithstanding  the   foregoing,   any
               increase or decrease in
          volume  of  securities offered (if the  total  dollar
               value of securities
          offered  would  not exceed that which was registered)
               and any deviation from
          the low or high end of the estimated maximum offering
               range may be
          reflected  in  the form of prospectus filed with  the
               Commission pursuant to
          Rule 424(b)  (230.424(b) of this chapter) if, in  the
               aggregate, the changes
          in volume  and  price represent no more  than  a  20%
               change in the maximum
          aggregate   offering   price   set   forth   in   the
               "Calculation of Registration Fee"
          table in the effective registration statement;

          (iii)   To  include  any  material  information  with
               respect to the plan of
          distribution   not   previously  disclosed   in   the
               Registration Statement or any
          material   change   to   such  information   in   the
               Registration Statement:

               Provided, however, that paragraphs (a)  (1)  (i)
               and (a) (1) (ii) do not apply
               if the information required to be included in  a
               post-effective amendment
               by  those  paragraphs is contained  in  periodic
               reports filed by the Registrant
               pursuant to Section 13 or Section 15(d)  of  the
               Securities Exchange Act of 1934
               that  are  incorporated  by  reference  in   the
               Registration Statement.

      (2)   That,  for the purpose of determining any liability
          under the Securities
      Act of  1933, each such post-effective amendment shall be
          deemed to be a
      new Registration  Statement relating  to  the  securities
          offered therein, and the
      offering  of such securities at that time shall be deemed
          to be the initial
      bona fide offering thereof.

      (3)   To  remove  from Registration by means of  a  post-
          effective amendment any
      of the securities being registered which remain unsold at
          the termination of
      the offering.

      b.  The  undersigned  Registrant hereby undertakes  that,
          for purposes of
      determining  any  liability under the Securities  Act  of
          1933, each filing of
      the Registrant's Annual Report pursuant to Section  13(a)
          or Section 15(d) of
      the Securities   Exchange  Act  of   1934   (and,   where
          applicable, each filing of an
      employee   benefit  plan's  annual  report  pursuant   to
          Section 15(d) of the
      Securities Exchange Act of 1934) that is incorporated  by
          reference in the
      Registration  Statement  shall be  deemed  to  be  a  new
          Registration Statement
      relating  to  the  securities offered  therein,  and  the
          offering of such
      securities  at  that  time  shall be  deemed  to  be  the
          initial bona fide offering
      thereof.

      c.  Insofar  as  indemnification for liabilities  arising
          under the Securities
      Act of  1933 may be permitted to directors, officers  and
          controlling persons
      of the  Registrant pursuant to the foregoing  provisions,
          or otherwise, the
      Registrant  has been advised that in the opinion  of  the
          Securities and
      Exchange   Commission  such  indemnification  is  against
          public policy as expressed
      in the  Act  and  is, therefore, unenforceable.   In  the
          event that a claim for
      indemnification against such liabilities (other than  the
          payment by the
      Registrant  of  expenses incurred or paid by a directors,
          officer or controlling
      person  of  the  Registrant in the successful defense  of
          any action, suit or
      proceeding)  is  asserted  by such director,  officer  or
          controlling person in
      connection  with  the  securities being  registered,  the
          Registrant will, unless
      in the  opinion  of  its  counsel  the  matter  has  been
          settled by controlling
      precedent,  submit to a court of appropriate jurisdiction
          the question whether
      such  indemnification by it is against public  policy  as
          expressed in the Act
      and will  be  governed by the final adjudication of  such
          issue.

                           Power of Attorney

Each  person  whose  signature appears below hereby  authorizes
Eugene E.
Derryberry  or Karl W. Uotinen to execute in the name  of  such
person, and to
file  any amendment to this Registration Statement making  such
changes therein
as  the  Registrant deems appropriate, and appoints such person
named above as
Attorney-in-Fact to sign in his behalf individually and in each
capacity
stated  below  and  file all amendments  to  this  Registration
Statement.

                                   3
Signatures

Pursuant  to  the requirements of the Securities Act  of  1933,  the
Registrant
certifies  that it has reasonable grounds to believe that  it  meets
all of the
requirements  for  filing  on Form S-8, and  has  duly  caused  this
Registration
Statement  to be signed on its behalf by the undersigned,  thereunto
duly
authorized, in the County of Mercer, West Virginia on September  15,
1998.

                               FIRST COMMUNITY BANCSHARES, INC.

                                  By:
                     ____________________________
                                ______
                                 President and Chief Executive Officer

Pursuant  to  the requirements of the Securities Act of  1933,  this
Registration
Statement has been signed by the following persons in the capacities
and on
the date indicated.
Signature            Title                        Date

____________________________                  President and Chief
Executive            September 16,1998
James L. Harrison, Sr.                                                   Officer; Director
(Principal
                     Executive Officer)

____________________________                  Vice President - Finance;  September 16, 1998
John M. Mendez       Director (Chief Accounting
                     Officer/Chief Financial Officer)

____________________________                  Director September 16, 1998
Sam Clark

____________________________                  Director September 16, 1998
Allen T. Hamner

____________________________                  Director September 16, 1998
B. W. Harvey

____________________________                  Director September 16, 1998
I. Norris Kantor

____________________________                  Director September 16, 1998
A. A. Modena

_____________________________                 Director
September 16,1998
Robert E. Perkinson, Jr.

_____________________________                 Director
September 16, 1998
William P. Stafford

_____________________________                 Director
September 16, 1998
William P. Stafford, II

_____________________________                 Director
September 16, 1998
W. W. Tinder, Jr.

_____________________________                 Director
September 16, 1998
Harold Wood
4
INDEPENDENT AUDITORS' CONSENT

We   consent  to  the  incorporation  by  reference   in   this
Registration Statement
of  First Community Bancshares, Inc. on Form S-8 of our  report
dated January
30,  1998,  incorporated by reference in the Annual  Report  on
Form 10-K of
First  Community Bancshares, Inc. for the year  ended  December
31, 1997.

Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 16, 1998

                                   5
Internal Revenue Service
District Director
Cincinnati Service Center
PO Box 2508
Cincinnati   OH   45201                         Employer Identification
Number:
                                                           55-0710056
Date:  February 3, 1998                      DLN:  17007324094007
                                            Person  to Contact:   Cindy
Perry
                                                    Contact   Telephone
Number:
FIRST COMMUNITY BANCSHARES INC          (513) 241-5199
PO BOX 5939                                                 Plan Name:
PRINCETON, WV  24740                          EMPLOYEE STOCK  OWNERSHIP
PLAN
                                                                    AND
SAVINGS PLAN
                                                                   Plan
Number:

001

Dear Applicant:

We  have made a favorable determination on your plan, identified above,
based
on the information supplied.  Please keep this letter in your permanent
records.

Continued qualification of the plan under its present form will  depend
on its
effect in operation.  (See section 1.401-1(b)(3) of the Income Tax
Regulations.)  We will review the status of the plan in operation
periodically.

The  enclosed  document  explains the significance  of  this  favorable
determination
letter, points out some events that may effect the qualified status  of
your
employee retirement plan, and provides information on the reporting
requirements  for  your  plan.   It also  describes  some  events  that
automatically
nullify it.  It is very important that you read the publication.

This  letter relates only to the status of your plan under the Internal
Revenue
Code.   It is not a determination regarding the effect of other federal
or
local statutes.

This determination letter is applicable for the amendment(s) adopted on
December 31, 1996.

This plan satisfies the requirements of Code section 4975(e)(7).

This  plan has been mandatorily disaggregated, permissively aggregated,
or
restructured to satisfy the nondiscrimination requirements.

This  plan  satisfies  the nondiscrimination in amount  requirement  of
section
1.401(a)(4)-1(b)(2) of the regulations on the basis of  a  design-based
safe
harbor described in the regulations.

This   plan   satisfies  the  nondiscriminatory  current   availability
requirements
of  section 1.401(a)(4)-4(b) of the regulations with respect  to  those
benefits,
rights  and  features that are currently available to all employees  in
the
plan's  coverage  group.  For this purpose, the plan's  coverage  group
consists
of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements
of
section 410(b) of the Code.

                                   6
Except  as otherwise specified this letter may not be relied upon  with
respect
to whether the plan satisfies the qualification requirements as amended
by
the  Uruguay  Round Agreements Act, Pub. L. 103-465 and  by  the  Small
Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the
requirements of Code section 401(a)(26).

This letter considers the amendments required by the Tax Reform Act  of
1986,
except as otherwise specified in this letter.

We  have sent a copy of this letter to your representative as indicated
in the
power of attorney.

If you have questions concerning this matter, please contact the person
whose
name and telephone number are shown above.

Sincerely yours,
/C. Ashley Bullard/
District Director

Enclosures
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans

                                   7
EXHIBIT 15

September 16, 1998

First Community Bancshares, Inc.
Princeton, WV

We  have  a made a review, in accordance with standards established  by
the
American  Institute of Certified Public Accountants, of  the  unaudited
interim
financial  information  of  First Community Bancshares,  Inc.  for  the
periods
ended  March 31, 1998 and 1997 and June 30, 1998 and 1997, as indicated
in our
reports  dated April 24, 1998 and August 5, 1998, respectively; because
we did
not perform au audit, we expressed no opinion on that information.

We are aware that our reports referred to above, which were included in
your
Quarterly  Reports on Form 10-Q for the quarters ended March  31,  1998
and June
30,  1998,  are  being incorporated by reference in  this  Registration
Statement on
Form S-8.

We  also  are aware that the aforementioned reports, pursuant  to  Rule
436(c)
under the Securities Act of 1933, are not considered a part of the
Registration  Statement prepared or certified by  an  accountant  or  a
report
prepared or certified by an accountant within the meaning of Sections 7
and 11
of that Act.

DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania

                                   7