Registration No. 333-00000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                    THE FIRST NATIONAL BANKSHARES CORPORATION
                 ----------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

West Virginia                                          62-1306172
-----------------------------                       -------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)



       First National Bank, P. O. Box 457, Ronceverte, West Virginia 24970
       -------------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

        Registrant's telephone number, including area code (304) 647-4500
                                ----------------

                    THE FIRST NATIONAL BANKSHARES CORPORATION
                        1996 INCENTIVE STOCK OPTION PLAN

             L. Thomas Bulla, President and Chief Executive Officer
                    The First National Bankshares Corporation
                                  P. O. Box 457
                         Ronceverte, West Virginia 24970
                            Telephone: (304) 647-4500

(Name, address, including zip code, and telephone number, including area code,
                                of agent for service)
 -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                      CALCULATION OF REGISTRATION FEE
<S>                             <C>                <C>                           <C>                        <C>

                             Number of                                                                     Amount of
Title of Each Class of       Shares to be    Proposed Maximum Offering      Proposed Maximum               Registration
Securities to be Registered  Registered      Price per Unit (1)             Aggregate Offering Price (1)   Fee

    Common Stock
    $1.00 par value          50,000              $17.50                      $875,000                       $81

</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to  Rule  457(c)  of the  Securities  Act of  1933.  This  amount  was
calculated  based on the last trade  price as  reported  on the Nasdaq  Over the
Counter Bulletin Board on May 10, 2002.





                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents,  which are on file with the  Securities  and Exchange
Commission, are incorporated herein an in the Section 10(a) prospectus under the
Securities Act by reference:

a.  Pursuant to  shareholder  approval at the April 25, 2002 Annual  Shareholder
Meeting of First National Bankshares Corporation and the executed Plan amendment
included  as  Exhibit  4.1 of  this  document,  the  First  National  Bankshares
Corporation  1996  Incentive  Stock  Option  Plan has been  amended  in order to
allocate an additional  50,000 shares to the Plan.  This filing  constitutes the
registering of the  incremental  shares  allocated to the Plan, and as such, the
contents of the earlier  registration  statement  (File  Number:  333-09255)  is
hereby incorporated by reference.

b. The latest annual report of First  National  Bankshares  Corporation  ("First
National")  filed pursuant to Section 13(a) or 15(d) of the Securities  Exchange
Act of 1934 (the "Exchange Act").

c. All other reports filed by First National  pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the documents of
First National referred to in (a) above.

All reports and other documents subsequently filed by First National pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such reports and documents.


Item 8.  EXHIBITS.

The Exhibit Index immediately  preceding the exhibits is incorporated  herein by
reference.






















                                   SIGNATURES


Pursuant to the  requirements  of the Securities  Act, First National  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
Ronceverte, West Virginia, on this 28th day of May, 2002.

                                           FIRST NATIONAL BANKSHARES CORPORATION


                                        By:/s/ L.Thomas Bulla            5/28/02
                                        ----------------------------------------
                                        L. Thomas Bulla
                                        President and Chief Executive Officer
                                       (Principal Executive Officer)


                                        By:/s/ Charles A. Henthorn       5/28/02
                                        ----------------------------------------
                                        Charles A. Henthorn
                                        Secretary/Treasurer


                                        By:/s/ Matthew L. Burns          5/28/02
                                        ----------------------------------------
                                        Matthew L. Burns, CPA
                                        Chief Financial Officer, First National
                                           Bank
                                        (Principal Financial and Accounting
                                           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:

/s/ David A. Carson        05/28/02     /s/ Lucie T. Refsland           05/28/02
-----------------------------------     ----------------------------------------
David A. Carson, Director               Lucie T. Refsland, Director

/s/ Michael G. Campbell    05/28/02     /s/ William R. Satterfield, Jr. 05/28/02
-----------------------------------     ----------------------------------------
Michael G. Campbell, Director           William R. Satterfield, Jr., Director

/s/ Richard E. Ford        05/28/02     /s/ Richard L. Skaggs           05/28/02
-----------------------------------     ----------------------------------------
Richard E. Ford, Director               Richard L. Skaggs, Director

/s/ Bennett Fuller         05/28/02     /s/Ronald B. Snyder             05/28/02
-----------------------------------     ----------------------------------------
Bennett Fuller, Director                Ronald B. Snyder, Director

/s/ G. Thomas Garten       05/28/02
-----------------------------------
G. Thomas Garten, Director

/s/ William D. Goodwin     05/28/02
-----------------------------------
William D. Goodwin, Director



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
<S>                                             <C>

Exhibit
Number            Exhibit

4.1               Amendment No. 1 to the First National Bankshares Corporation 1996 Incentive Stock Option Plan

5.1               Opinion of Huddleston, Bolen, Beatty, Porter & Copen, LLP (as to the legality of the securities being registered).

23.1              Consent of Huddleston, Bolen, Beatty, Porter & Copen, LLP (filed as part of Exhibit 5.1)

23.2              Consent of Ernst & Young LLP

23.3              Consent of Arnett & Foster, P.L.L.C.

</TABLE>


<PAGE>






                                   EXHIBIT 4.1

                      FIRST NATIONAL BANKSHARES CORPORTION
                               AMENDMENT NO. 1 TO
                        1996 INCENTIVE STOCK OPTION PLAN


This Amendment No. 1, dated as of May 28, 2002, to the First National Bankshares
Corporation 1996 Incentive Stock Option Plan, recites and provides as follows:

At the annual meeting held on April 25, 2002 the  shareholders of First National
Bankshares  Corporation  (the  "Company")  voted to  amend  the  Company's  1996
Incentive Stock Option Plan (the "Plan"),  pursuant to Section 3 of the Plan, to
increase the aggregate  number of shares of the Company's  Common Stock that may
be issued under the Plan by 50,000 shares.  This amendment  therefore  increases
the number of reserved shares under the Plan from 48,125 (including 9,625 shares
originally   authorized  and  38,500  additional  shares  issuable  pursuant  to
provisions of the Plan automatically  increasing the number of authorized shares
as a result of a stock split) to 98,125.

NOW, THEREFORE, the following Amendment to the Plan is hereby adopted:

The first  paragraph in Section 3 of the Plan is deleted in its entirety and the
following paragraph is substituted in its place:

Subject to the  provisions of Section 11 hereof,  there will be reserved for use
upon the  exercise of options to be granted  from time to time under the Plan an
aggregate of 98,125 shares of Common Stock,  and the aggregate  number of shares
of Common Stock for which  options may be granted  under the this Plan shall not
exceed said 98,125 shares.

IN WITNESS  WHEREOF,  the Company has caused this Amendment No. 1 to be executed
as of the date first above written.


                                           FIRST NATIONAL BANKSHARES CORPORATION



                                             By:  /s/ L. Thomas Bulla
                                                  ---------------------------
                                                   President & CEO







<PAGE>



                                   EXHIBIT 5.1

                 HUDDLESTON, BOLEN, BEATTY, PORTER & COPEN, LLP
                                611 Third Avenue
                                  P.O. Box 2185
                            Huntington, WV 25722-2185



May 31, 2002



Board of Directors
First National Bankshares Corporation
One Cedar Street, P.O. Box 457
Ronceverte, West Virginia  24970


                       Registration Statement on Form S-8
     First National Bankshares Corporation 1996 Incentive Stock Option Plan

Gentlemen:

We are  acting  as  counsel  for  First  National  Bankshares  Corporation  (the
"Company") in connection with its registration  under the Securities Act of 1933
of 50,000  shares of its common  stock (the  "Shares")  which are proposed to be
offered and sold as described in the  Company's  Registration  Statement on Form
S-8 for the First National  Bankshares  Corporation  1996 Incentive Stock Option
Plan (the  "Registration  Statement")  to be filed today with the Securities and
Exchange Commission (the "Commission").

In  rendering  this  opinion,  we have  relied  upon,  among other  things,  our
examination of such records of the Company and  certificates of its officers and
of public officials as we have deemed necessary.

      Based upon the foregoing, we are of the opinion that:

1.   The Company is a corporation  duly  incorporated,  validly  existing and in
     good standing under the laws of the State of West Virginia.

2.   The Shares have been duly authorized and, when the Shares have been offered
     and  sold as  described  in the  Registration  Statement,  will be  legally
     issued, fully paid and nonassessable.

We hereby  consent  to the  filing of this  opinion  with the  Commission  as an
exhibit to the Registration Statement.

                               Very truly yours,


                              /s/ Huddleston, Bolen, Beatty, Porter & Copen, LLP





                                  EXHIBIT 23.1


                          CONSENT OF ERNST & YOUNG LLP



Securities and Exchange Commission
Washington, D.C.



We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) pertaining to the First National Bankshares Corporation 1996
Incentive  Stock Option Plan of our report dated February 18, 2002, with respect
to  the  consolidated   financial   statements  of  First  National   Bankshares
Corporation and  subsidiaries  included in its Annual Report (Form 10-K) for the
year ended December 31, 2001, filed with the Securities and Exchange Commission.


                                                       ERNST & YOUNG LLP

                                                       /s/ Ernst & Young LLP




Charleston, West Virginia
May 31, 2002



























                                  EXHIBIT 23.2
                      CONSENT OF ARNETT & FOSTER, P.L.L.C.



Securities and Exchange Commission
Washington, D.C.



We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the First  National  Bankshares  Corporation  1996 Incentive
Stock  Option Plan of our report  dated  February 4, 2000,  with  respect to the
consolidated  financial statements of First National Bankshares  Corporation and
subsidiaries  incorporated  by reference in its Annual  Report (Form 10-K) as of
December 31, 2001.

                                                    ARNETT & FOSTER, P.L.L.C.

                                                   /s/ Arnett & Foster, P.L.L.C.




Charleston, West Virginia
May 31, 2002
[{"type": "S-8", "sequence": "1", "filename": "s20028.txt", "secsgml_size_bytes": 13994}]
{"company-data": {"conformed-name": "FIRST NATIONAL BANKSHARES CORP", "cik": "0000814178", "assigned-sic": "6021", "irs-number": "621306172", "state-of-incorporation": "WV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89460", "film-number": "02667514"}, "business-address": {"street1": "ONE CEDAR ST", "street2": "P O BOX 457", "city": "RONCEVERTE", "state": "WV", "zip": "24970", "phone": "3046474500"}, "mail-address": {"street1": "P O BOX 457", "street2": "ONE CEDAR STREET", "city": "RONCEVERTE", "state": "WV", "zip": "24970"}}
Registration No. 333-00000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                    THE FIRST NATIONAL BANKSHARES CORPORATION
                 ----------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

West Virginia                                          62-1306172
-----------------------------                       -------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

       First National Bank, P. O. Box 457, Ronceverte, West Virginia 24970
       -------------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

        Registrant's telephone number, including area code (304) 647-4500
                                ----------------

                    THE FIRST NATIONAL BANKSHARES CORPORATION
                        1996 INCENTIVE STOCK OPTION PLAN

             L. Thomas Bulla, President and Chief Executive Officer
                    The First National Bankshares Corporation
                                  P. O. Box 457
                         Ronceverte, West Virginia 24970
                            Telephone: (304) 647-4500

(Name, address, including zip code, and telephone number, including area code,
                                of agent for service)
 -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Number of                                                                     Amount of
Title of Each Class of       Shares to be    Proposed Maximum Offering      Proposed Maximum               Registration
Securities to be Registered  Registered      Price per Unit (1)             Aggregate Offering Price (1)   Fee

    Common Stock
    $1.00 par value          50,000              $17.50                      $875,000                       $81
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to  Rule  457(c)  of the  Securities  Act of  1933.  This  amount  was
calculated  based on the last trade  price as  reported  on the Nasdaq  Over the
Counter Bulletin Board on May 10, 2002.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents,  which are on file with the  Securities  and Exchange
Commission, are incorporated herein an in the Section 10(a) prospectus under the
Securities Act by reference:

a.  Pursuant to  shareholder  approval at the April 25, 2002 Annual  Shareholder
Meeting of First National Bankshares Corporation and the executed Plan amendment
included  as  Exhibit  4.1 of  this  document,  the  First  National  Bankshares
Corporation  1996  Incentive  Stock  Option  Plan has been  amended  in order to
allocate an additional  50,000 shares to the Plan.  This filing  constitutes the
registering of the  incremental  shares  allocated to the Plan, and as such, the
contents of the earlier  registration  statement  (File  Number:  333-09255)  is
hereby incorporated by reference.

b. The latest annual report of First  National  Bankshares  Corporation  ("First
National")  filed pursuant to Section 13(a) or 15(d) of the Securities  Exchange
Act of 1934 (the "Exchange Act").

c. All other reports filed by First National  pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the documents of
First National referred to in (a) above.

All reports and other documents subsequently filed by First National pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities  remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such reports and documents.

Item 8.  EXHIBITS.

The Exhibit Index immediately  preceding the exhibits is incorporated  herein by
reference.

                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act, First National  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
Ronceverte, West Virginia, on this 28th day of May, 2002.

                                           FIRST NATIONAL BANKSHARES CORPORATION

                                        By:/s/ L.Thomas Bulla            5/28/02
                                        ----------------------------------------
                                        L. Thomas Bulla
                                        President and Chief Executive Officer
                                       (Principal Executive Officer)

                                        By:/s/ Charles A. Henthorn       5/28/02
                                        ----------------------------------------
                                        Charles A. Henthorn
                                        Secretary/Treasurer

                                        By:/s/ Matthew L. Burns          5/28/02
                                        ----------------------------------------
                                        Matthew L. Burns, CPA
                                        Chief Financial Officer, First National
                                           Bank
                                        (Principal Financial and Accounting
                                           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:

/s/ David A. Carson        05/28/02     /s/ Lucie T. Refsland           05/28/02
-----------------------------------     ----------------------------------------
David A. Carson, Director               Lucie T. Refsland, Director

/s/ Michael G. Campbell    05/28/02     /s/ William R. Satterfield, Jr. 05/28/02
-----------------------------------     ----------------------------------------
Michael G. Campbell, Director           William R. Satterfield, Jr., Director

/s/ Richard E. Ford        05/28/02     /s/ Richard L. Skaggs           05/28/02
-----------------------------------     ----------------------------------------
Richard E. Ford, Director               Richard L. Skaggs, Director

/s/ Bennett Fuller         05/28/02     /s/Ronald B. Snyder             05/28/02
-----------------------------------     ----------------------------------------
Bennett Fuller, Director                Ronald B. Snyder, Director

/s/ G. Thomas Garten       05/28/02
-----------------------------------
G. Thomas Garten, Director

/s/ William D. Goodwin     05/28/02
-----------------------------------
William D. Goodwin, Director

                                  EXHIBIT INDEX
Exhibit
Number            Exhibit

4.1               Amendment No. 1 to the First National Bankshares Corporation 1996 Incentive Stock Option Plan

5.1               Opinion of Huddleston, Bolen, Beatty, Porter & Copen, LLP (as to the legality of the securities being registered).

23.1              Consent of Huddleston, Bolen, Beatty, Porter & Copen, LLP (filed as part of Exhibit 5.1)

23.2              Consent of Ernst & Young LLP

23.3              Consent of Arnett & Foster, P.L.L.C.
EXHIBIT 4.1

                      FIRST NATIONAL BANKSHARES CORPORTION
                               AMENDMENT NO. 1 TO
                        1996 INCENTIVE STOCK OPTION PLAN

This Amendment No. 1, dated as of May 28, 2002, to the First National Bankshares
Corporation 1996 Incentive Stock Option Plan, recites and provides as follows:

At the annual meeting held on April 25, 2002 the  shareholders of First National
Bankshares  Corporation  (the  "Company")  voted to  amend  the  Company's  1996
Incentive Stock Option Plan (the "Plan"),  pursuant to Section 3 of the Plan, to
increase the aggregate  number of shares of the Company's  Common Stock that may
be issued under the Plan by 50,000 shares.  This amendment  therefore  increases
the number of reserved shares under the Plan from 48,125 (including 9,625 shares
originally   authorized  and  38,500  additional  shares  issuable  pursuant  to
provisions of the Plan automatically  increasing the number of authorized shares
as a result of a stock split) to 98,125.

NOW, THEREFORE, the following Amendment to the Plan is hereby adopted:

The first  paragraph in Section 3 of the Plan is deleted in its entirety and the
following paragraph is substituted in its place:

Subject to the  provisions of Section 11 hereof,  there will be reserved for use
upon the  exercise of options to be granted  from time to time under the Plan an
aggregate of 98,125 shares of Common Stock,  and the aggregate  number of shares
of Common Stock for which  options may be granted  under the this Plan shall not
exceed said 98,125 shares.

IN WITNESS  WHEREOF,  the Company has caused this Amendment No. 1 to be executed
as of the date first above written.

                                           FIRST NATIONAL BANKSHARES CORPORATION

                                             By:  /s/ L. Thomas Bulla
                                                  ---------------------------
                                                   President & CEO
EXHIBIT 5.1

                 HUDDLESTON, BOLEN, BEATTY, PORTER & COPEN, LLP
                                611 Third Avenue
                                  P.O. Box 2185
                            Huntington, WV 25722-2185

May 31, 2002

Board of Directors
First National Bankshares Corporation
One Cedar Street, P.O. Box 457
Ronceverte, West Virginia  24970

                       Registration Statement on Form S-8
     First National Bankshares Corporation 1996 Incentive Stock Option Plan

Gentlemen:

We are  acting  as  counsel  for  First  National  Bankshares  Corporation  (the
"Company") in connection with its registration  under the Securities Act of 1933
of 50,000  shares of its common  stock (the  "Shares")  which are proposed to be
offered and sold as described in the  Company's  Registration  Statement on Form
S-8 for the First National  Bankshares  Corporation  1996 Incentive Stock Option
Plan (the  "Registration  Statement")  to be filed today with the Securities and
Exchange Commission (the "Commission").

In  rendering  this  opinion,  we have  relied  upon,  among other  things,  our
examination of such records of the Company and  certificates of its officers and
of public officials as we have deemed necessary.

      Based upon the foregoing, we are of the opinion that:

1.   The Company is a corporation  duly  incorporated,  validly  existing and in
     good standing under the laws of the State of West Virginia.

2.   The Shares have been duly authorized and, when the Shares have been offered
     and  sold as  described  in the  Registration  Statement,  will be  legally
     issued, fully paid and nonassessable.

We hereby  consent  to the  filing of this  opinion  with the  Commission  as an
exhibit to the Registration Statement.

                               Very truly yours,

                              /s/ Huddleston, Bolen, Beatty, Porter & Copen, LLP

                                  EXHIBIT 23.1

                          CONSENT OF ERNST & YOUNG LLP

Securities and Exchange Commission
Washington, D.C.

We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-00000) pertaining to the First National Bankshares Corporation 1996
Incentive  Stock Option Plan of our report dated February 18, 2002, with respect
to  the  consolidated   financial   statements  of  First  National   Bankshares
Corporation and  subsidiaries  included in its Annual Report (Form 10-K) for the
year ended December 31, 2001, filed with the Securities and Exchange Commission.

                                                       ERNST & YOUNG LLP

                                                       /s/ Ernst & Young LLP

Charleston, West Virginia
May 31, 2002

                                  EXHIBIT 23.2
                      CONSENT OF ARNETT & FOSTER, P.L.L.C.

Securities and Exchange Commission
Washington, D.C.

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the First  National  Bankshares  Corporation  1996 Incentive
Stock  Option Plan of our report  dated  February 4, 2000,  with  respect to the
consolidated  financial statements of First National Bankshares  Corporation and
subsidiaries  incorporated  by reference in its Annual  Report (Form 10-K) as of
December 31, 2001.

                                                    ARNETT & FOSTER, P.L.L.C.

                                                   /s/ Arnett & Foster, P.L.L.C.

Charleston, West Virginia
May 31, 2002