December 27, 1995

The registrant hereby certifies that it has instructed its bank to transmit
the appropriate filing fee by wire transfer to the Commission's account at
Mellon Bank, that it will not revoke such instructions, and that sufficent
funds are in such account to cover the filing fee.



                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 PREMIER BANKSHARES CORPORATION
     (Exact name of registrant as specified in its charter)

               Virginia                         54-1377250
     (State of other jurisdiction of         (I.R.S. Employer
     incorporation or organization)          Identification No.)

                29 College Drive, P.O. Box 1199
                Bluefield, Virginia  24605-1199
            (Address of principal executive offices)

                 1995 Long-Term Incentive Plan
                    (Full title of the plan)

                       James R. Wheeling
                29 College Drive, P.O. Box 1199
                Bluefield, Virginia  24605-1199
            (Name and address of agent for service)

                         (540) 322-2242
 (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 $2.00  


(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 December 27, 1995, in the stock's unlisted over-the-counter
market.

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



Item 1.   Plan Information

The  information  required  by  this  item  is  contained  in  or
accompanies  the stock option notice, agreement and  plan  to  be
delivered  to each person granted an option under the 1995  Long-
Term Incentive Plan, prior to the date exercise is permitted.



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.

                            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 10 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.

Article  VI  of  the Articles of Incorporation of the  Registrant
requires indemnification of directors, officers and employees  to
the  fullest  extent permitted by the Virginia Stock  Corporation
Act,  as  amended from time to time.  Such indemnity  applies  to
liability incurred by reason of having been a director or officer
of  the  Registrant, and includes all costs and expenses actually
incurred by such person in the proceeding.  Indemnification  does
not  extend  to  amounts paid by such person  to  the  Registrant
pursuant  to settlement or in satisfaction of a judgment  arising
out  of litigation brought by or in the right of Registrant,  nor
in  a case in which the person has been adjudged liable by reason
of gross negligence, wilful misconduct or criminal conduct in the
performance of his duties.  Reasonable costs or expenses  may  be
advanced  on behalf of such person subject to certain conditions,
including a written agreement to repay all advances in the  event
it  is ultimately determined that such person is not entitled  to
indemnification.  The Registrant is permitted to obtain insurance
to  indemnify such persons to the extent allowable, and has  done
so.


Item 8.   Exhibits.

          (4)    Instruments  Defining  the  Rights  of  Security
          Holders (not applicable)
          (5)  (a)  Opinion of Counsel Re: Legality
               (b)  Opinion of Counsel Re: ERISA Compliance  (not applicable)
          (15) Letter Re: Unaudited Interim Financial Information
               (not applicable)
          (23) Consents of Experts and Counsel (consent of counsel set forth in
               opinion)
          (24) Power of Attorney (set forth preceding signatures)
          (27) Financial Data Schedule (not applicable)
          (28) Information  from  Reports  Furnished  Regulatory
               Authorities (not applicable)
          (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  post-
                           effective  amendment thereof) which,  individually
                           or  in  the  aggregate,  represent  a  fundamental
                           change  in  the  information  set  forth  in   the
                           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 Henry L. Adkins, Jr. 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.

                           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 Tazewell, Virginia on December 27, 1995.

                              PREMIER BANKSHARES CORPORATION


                              By: /s/ James R. Wheeling
                                 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
                                                             
/s/ James R. Wheeling        President and Chief Executive     12-14-95
                              Officer; Director
                                                             
/s/ Ellen Simpson            Secretary and Accounting Manager  12-14-95
                              (Chief Accounting Officer)
                                                             
/s/ J. Robert Buchanan       Vice President and Treasurer      12-14-95
                              (Chief Financial Officer)
                                                             
/s/ Claude H. VanDyke        Director; Chairman of the Board   12-14-95    
                              of Directors                       
                                                             
/s/ N. Stanley King, Sr.     Director; Vice Chairman of the    12-14-95   
                              Board of Directors
                                                             
/s/ Donald Baker             Director                          12-14-95

/s/ Robert B. Brittain       Director                          12-14-95
                                                             
/s/ Jack P. Chambers         Director                          12-14-95
                                                             
/s/ James E. Childress       Director                          12-14-95

/s/ Harris Hart, II          Director                          12-14-95

/s/ Charles C. Henley        Director                          12-14-95   
                                                             
/s/ Gene H. James            Director                          12-14-95
                                                             
/s/ Robert C. James          Director                          12-14-95   
                                                             
/s/ John A. Johnston         Director                          12-14-95   

/s/ George R. Smith, Jr.     Director                          12-14-95



                         EXHIBIT INDEX


(5(a)) Opinion of Counsel Re:  Legality
(23)   Consent of Accountant
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13906}]
{"company-data": {"conformed-name": "PREMIER BANKSHARES CORP", "cik": "0000797541", "assigned-sic": "6021", "irs-number": "541377250", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65427", "film-number": "95604958"}, "business-address": {"street1": "P O BOX 1199", "street2": "P O BOX 928", "city": "BLUEFIELD", "state": "VA", "zip": "24605", "phone": "7039887511"}, "mail-address": {"street1": "201 W MAIN ST", "street2": "PO BOX 928", "city": "TAZEWELL", "state": "VA", "zip": "24651"}}
December 27, 1995

The registrant hereby certifies that it has instructed its bank to transmit
the appropriate filing fee by wire transfer to the Commission's account at
Mellon Bank, that it will not revoke such instructions, and that sufficent
funds are in such account to cover the filing fee.

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 PREMIER BANKSHARES CORPORATION
     (Exact name of registrant as specified in its charter)

               Virginia                         54-1377250
     (State of other jurisdiction of         (I.R.S. Employer
     incorporation or organization)          Identification No.)

                29 College Drive, P.O. Box 1199
                Bluefield, Virginia  24605-1199
            (Address of principal executive offices)

                 1995 Long-Term Incentive Plan
                    (Full title of the plan)

                       James R. Wheeling
                29 College Drive, P.O. Box 1199
                Bluefield, Virginia  24605-1199
            (Name and address of agent for service)

                         (540) 322-2242
 (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 $2.00  

(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 December 27, 1995, in the stock's unlisted over-the-counter
market.

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

Item 1.   Plan Information

The  information  required  by  this  item  is  contained  in  or
accompanies  the stock option notice, agreement and  plan  to  be
delivered  to each person granted an option under the 1995  Long-
Term Incentive Plan, prior to the date exercise is permitted.

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.

                            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 10 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.

Article  VI  of  the Articles of Incorporation of the  Registrant
requires indemnification of directors, officers and employees  to
the  fullest  extent permitted by the Virginia Stock  Corporation
Act,  as  amended from time to time.  Such indemnity  applies  to
liability incurred by reason of having been a director or officer
of  the  Registrant, and includes all costs and expenses actually
incurred by such person in the proceeding.  Indemnification  does
not  extend  to  amounts paid by such person  to  the  Registrant
pursuant  to settlement or in satisfaction of a judgment  arising
out  of litigation brought by or in the right of Registrant,  nor
in  a case in which the person has been adjudged liable by reason
of gross negligence, wilful misconduct or criminal conduct in the
performance of his duties.  Reasonable costs or expenses  may  be
advanced  on behalf of such person subject to certain conditions,
including a written agreement to repay all advances in the  event
it  is ultimately determined that such person is not entitled  to
indemnification.  The Registrant is permitted to obtain insurance
to  indemnify such persons to the extent allowable, and has  done
so.

Item 8.   Exhibits.

          (4)    Instruments  Defining  the  Rights  of  Security
          Holders (not applicable)
          (5)  (a)  Opinion of Counsel Re: Legality
               (b)  Opinion of Counsel Re: ERISA Compliance  (not applicable)
          (15) Letter Re: Unaudited Interim Financial Information
               (not applicable)
          (23) Consents of Experts and Counsel (consent of counsel set forth in
               opinion)
          (24) Power of Attorney (set forth preceding signatures)
          (27) Financial Data Schedule (not applicable)
          (28) Information  from  Reports  Furnished  Regulatory
               Authorities (not applicable)
          (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  post-
                           effective  amendment thereof) which,  individually
                           or  in  the  aggregate,  represent  a  fundamental
                           change  in  the  information  set  forth  in   the
                           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 Henry L. Adkins, Jr. 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.

                           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 Tazewell, Virginia on December 27, 1995.

                              PREMIER BANKSHARES CORPORATION

                              By: /s/ James R. Wheeling
                                 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
                                                             
/s/ James R. Wheeling        President and Chief Executive     12-14-95
                              Officer; Director
                                                             
/s/ Ellen Simpson            Secretary and Accounting Manager  12-14-95
                              (Chief Accounting Officer)
                                                             
/s/ J. Robert Buchanan       Vice President and Treasurer      12-14-95
                              (Chief Financial Officer)
                                                             
/s/ Claude H. VanDyke        Director; Chairman of the Board   12-14-95    
                              of Directors                       
                                                             
/s/ N. Stanley King, Sr.     Director; Vice Chairman of the    12-14-95   
                              Board of Directors
                                                             
/s/ Donald Baker             Director                          12-14-95

/s/ Robert B. Brittain       Director                          12-14-95
                                                             
/s/ Jack P. Chambers         Director                          12-14-95
                                                             
/s/ James E. Childress       Director                          12-14-95

/s/ Harris Hart, II          Director                          12-14-95

/s/ Charles C. Henley        Director                          12-14-95   
                                                             
/s/ Gene H. James            Director                          12-14-95
                                                             
/s/ Robert C. James          Director                          12-14-95   
                                                             
/s/ John A. Johnston         Director                          12-14-95   

/s/ George R. Smith, Jr.     Director                          12-14-95

                         EXHIBIT INDEX

(5(a)) Opinion of Counsel Re:  Legality
(23)   Consent of Accountant