As filed with the Securities and Exchange Commission on September
17, 1997
                 Registration Statement No. 33-____________

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

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

               AMERICAN NATIONAL BANKSHARES INC.
     (Exact name of Registrant as specified in its Charter)

      Virginia                                    54-1284688
(State or other jurisdiction of    (I.R.S. Employer Identification Number)
     incorporation or organization)
                      Post Office Box 191
                   Danville, Virginia  24543
  (Address of principal executive office, including zip code)

               AMERICAN NATIONAL BANKSHARES INC.
                       STOCK OPTION PLAN
                    (Full title of the Plan)

                       Charles H. Majors
             President and Chief Executive Officer
                  American National Bankshares
                      Post Office Box 191
                   Danville, Virginia  24543
(Name, address and telephone number including, area code, of age
nt for service)

                        With copies to:
                    Kenneth J. Alcott, Esq.
                       Hunton & Williams
                  Riverfront Plaza, East Tower
                      951 East Byrd Street
                 Richmond, Virginia  23219-4074
                          804-788-8200

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed         
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registration
    to be      registered     price     offering       fee
  registered                   per      price(1)
                            share(1)
Common Stock,    150,000     $28.00    $4,200,000     $1,273
par value        shares
$1.00 per
share

     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(h)(1) on the basis of $28 per share, which was the
average of the high and low sales prices of the Common Stock as
reported on the OTC Bulletin Board on September 10, 1997.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by American National
Bankshares Inc. (the "Company") with the Commission (file No. 000-
12820) are incorporated herein by reference and made a part
hereof:  (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended April 30, 1997 and
June 30, 1997; and (iii) the description of the Company's Common
Stock (the "Common Stock") contained in the Company's
registration statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such
description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As permitted by the Virginia Stock Corporation Act, the
Amended and Restated Articles of Incorporation of the Company
(the "Articles") eliminate all liability of the company's
directors and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Form S-3, filed August 20,
     1997).

4.2  Bylaws of the Company (Incorporated herein by reference from
Form S-3 filed August 20, 1997).

4.3  American National Bankshares Inc. Stock Option Plan

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2 Consent of Arthur Andersen LLP.

24   Power of Attorney for Officers and Directors (included on
     page II-5 of the Registration Statement).


Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
sales are 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, as amended (the
                    "Securities Act");

                              (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.  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 and of the estimated maximum
                    offering range may be reflected in the form
                    of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no
                    more than 20 percent change in the maximum
                    aggregte 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
                    in 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 Exchange Act that are incorporated by reference in
the registration statement.

          2.   That, for the purpose of determining any liability
under the Securities Act, 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 15(d) of the Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, 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 Securities 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 director, 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 Securities Act and will be governed by the final
adjudication of such issue.


                        POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes
Charles H. Majors, President and Chief Executive Officer,
American National Bankshares Inc., P.O. Box 191, Danville,
Virginia  24543 and Kenneth J. Alcott, Esq., Hunton & Williams,
Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond,
Virginia 23219-4074, to sign in the name of each such person, and
to file, any amendment, including any post-effective amendment,
to the registration statement and appoints such persons, to sign
on his behalf individually and in each capacity stated below and
to file all amendments and post-effective amendments to the
Registration Statement and American National Bankshares Inc.
hereby confers like authority to sign and file on its behalf.


                           SIGNATURES

     Pursuant to the requirements of the Securities Act, 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
Danville, Virginia, on this 19th  day of August, 1997.


                              AMERICAN NATIONAL BANKSHARES INC.
                                        (Registrant)


                              By        /s/ Charles H. Majors
                                   Charles H. Majors, President
and
                                   Chief Executive Officer




     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 19th day of August, 1997.


          Signature                Title
                                   
                                   
  By/s/ Charles H. Majors            President, Chief Executive
      Charles H. Majors                 Officer and Director
                                                  
  By   /s/ David Hyler              Senior Vice President, Chief
         David Hyler                Financial Officer, Secretary
                                           and Treasurer
  By/s/ Willie G. Barker, Jr.                 Director
    Willie G. Barker, Jr.          

  By/s/ Richard G. Barkhouser                 Director
    Richard G. Barkhouser

  By/s/ B. Carrington Bidgood                 Director
    B. Carrington Bidgood

  By  /s/ Fred A. Blair                       Director
        Fred A. Blair

  By/s/ Ben J. Davenport, Jr.                 Director
    Ben J. Davenport, Jr.

  By   /s/ H. Dan Davis                       Director
         H. Dan Davis

  By/s/ Lester A. Hudson, Jr.                 Director
    Lester A. Hudson, Jr.

  By/s/ E. Budge Kent, Jr.                    Director
      E. Budge Kent, Jr.

  By                                          Director
     Fred B. Leggett, Jr.

  By /s/ James A. Motley                      Director
       James A. Motley

  By/s/ Claude B. Owen, Jr.                   Director
     Claude B. Owen, Jr.

  By                                          Director
     Landon R. Wyatt, Jr.



               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549


                      ____________________







                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                             UNDER

                   THE SECURITIES ACT OF 1933


                      ____________________







               AMERICAN NATIONAL BANKSHARES INC.
                       STOCK OPTION PLAN
                    (full title of the plan)



                                             EXHIBIT INDEX
                                                  
                                                  
                                                  Sequentially
    Exhibit No.       Description                 Numbered Page
                                                  
                                                  
        4.1           Articles of Incorporation   
                      of the Company
                      (Incorporated herein by
                      reference from Form S-3
                      filed August 20, 1997).
                      
        4.2           Bylaws of the Company       
                      (Incorporated by
                      reference from Form S-3
                      filed August 20, 1997).
                      
        4.3           American National           
                      Bankshares Inc. Stock
                      Option Plan
                      
         5            Opinion of Hunton &         
                      Williams as to the
                      legality of the
                      securities being
                      registered.
                      
        23.1          Consent of Hunton &         
                      Williams (included in the
                      opinion filed as Exhibit
                      5 to the Registration
                      Statement).
                      
        23.2          Consent of  Arthur          
                      Andersen, LLP.
                      
                      
         24           Power of Attorney for       
                      Officers and Directors
                      (included on page II-5 of
                      the Registration
                      Statement).
                      




















DOCSOPEN\RICHMOND\08070\36569\000009\131s01!.DOC
Document #: 50608
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16732}]
{"company-data": {"conformed-name": "AMERICAN NATIONAL BANKSHARES INC", "cik": "0000741516", "assigned-sic": "6021", "irs-number": "521284688", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35783", "film-number": "97681506"}, "business-address": {"street1": "628 MAIN ST", "street2": "PO BOX 191", "city": "DANVILLE", "state": "VA", "zip": "24543", "phone": "8047925111"}, "mail-address": {"street1": "628 MAIN STREET", "city": "DANVILLE", "state": "VA", "zip": "24541"}}
As filed with the Securities and Exchange Commission on September
17, 1997
                 Registration Statement No. 33-____________

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

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

               AMERICAN NATIONAL BANKSHARES INC.
     (Exact name of Registrant as specified in its Charter)

      Virginia                                    54-1284688
(State or other jurisdiction of    (I.R.S. Employer Identification Number)
     incorporation or organization)
                      Post Office Box 191
                   Danville, Virginia  24543
  (Address of principal executive office, including zip code)

               AMERICAN NATIONAL BANKSHARES INC.
                       STOCK OPTION PLAN
                    (Full title of the Plan)

                       Charles H. Majors
             President and Chief Executive Officer
                  American National Bankshares
                      Post Office Box 191
                   Danville, Virginia  24543
(Name, address and telephone number including, area code, of age
nt for service)

                        With copies to:
                    Kenneth J. Alcott, Esq.
                       Hunton & Williams
                  Riverfront Plaza, East Tower
                      951 East Byrd Street
                 Richmond, Virginia  23219-4074
                          804-788-8200

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed         
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registration
    to be      registered     price     offering       fee
  registered                   per      price(1)
                            share(1)
Common Stock,    150,000     $28.00    $4,200,000     $1,273
par value        shares
$1.00 per
share

     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(h)(1) on the basis of $28 per share, which was the
average of the high and low sales prices of the Common Stock as
reported on the OTC Bulletin Board on September 10, 1997.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by American National
Bankshares Inc. (the "Company") with the Commission (file No. 000-
12820) are incorporated herein by reference and made a part
hereof:  (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended April 30, 1997 and
June 30, 1997; and (iii) the description of the Company's Common
Stock (the "Common Stock") contained in the Company's
registration statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such
description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As permitted by the Virginia Stock Corporation Act, the
Amended and Restated Articles of Incorporation of the Company
(the "Articles") eliminate all liability of the company's
directors and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Form S-3, filed August 20,
     1997).

4.2  Bylaws of the Company (Incorporated herein by reference from
Form S-3 filed August 20, 1997).

4.3  American National Bankshares Inc. Stock Option Plan

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2 Consent of Arthur Andersen LLP.

24   Power of Attorney for Officers and Directors (included on
     page II-5 of the Registration Statement).

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
sales are 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, as amended (the
                    "Securities Act");

                              (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.  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 and of the estimated maximum
                    offering range may be reflected in the form
                    of prospectus filed with the Commission
                    pursuant to Rule 424(b) if, in the aggregate,
                    the changes in volume and price represent no
                    more than 20 percent change in the maximum
                    aggregte 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
                    in 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 Exchange Act that are incorporated by reference in
the registration statement.

          2.   That, for the purpose of determining any liability
under the Securities Act, 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 15(d) of the Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, 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 Securities 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 director, 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 Securities Act and will be governed by the final
adjudication of such issue.

                        POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes
Charles H. Majors, President and Chief Executive Officer,
American National Bankshares Inc., P.O. Box 191, Danville,
Virginia  24543 and Kenneth J. Alcott, Esq., Hunton & Williams,
Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond,
Virginia 23219-4074, to sign in the name of each such person, and
to file, any amendment, including any post-effective amendment,
to the registration statement and appoints such persons, to sign
on his behalf individually and in each capacity stated below and
to file all amendments and post-effective amendments to the
Registration Statement and American National Bankshares Inc.
hereby confers like authority to sign and file on its behalf.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act, 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
Danville, Virginia, on this 19th  day of August, 1997.

                              AMERICAN NATIONAL BANKSHARES INC.
                                        (Registrant)

                              By        /s/ Charles H. Majors
                                   Charles H. Majors, President
and
                                   Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 19th day of August, 1997.

          Signature                Title
                                   
                                   
  By/s/ Charles H. Majors            President, Chief Executive
      Charles H. Majors                 Officer and Director
                                                  
  By   /s/ David Hyler              Senior Vice President, Chief
         David Hyler                Financial Officer, Secretary
                                           and Treasurer
  By/s/ Willie G. Barker, Jr.                 Director
    Willie G. Barker, Jr.          

  By/s/ Richard G. Barkhouser                 Director
    Richard G. Barkhouser

  By/s/ B. Carrington Bidgood                 Director
    B. Carrington Bidgood

  By  /s/ Fred A. Blair                       Director
        Fred A. Blair

  By/s/ Ben J. Davenport, Jr.                 Director
    Ben J. Davenport, Jr.

  By   /s/ H. Dan Davis                       Director
         H. Dan Davis

  By/s/ Lester A. Hudson, Jr.                 Director
    Lester A. Hudson, Jr.

  By/s/ E. Budge Kent, Jr.                    Director
      E. Budge Kent, Jr.

  By                                          Director
     Fred B. Leggett, Jr.

  By /s/ James A. Motley                      Director
       James A. Motley

  By/s/ Claude B. Owen, Jr.                   Director
     Claude B. Owen, Jr.

  By                                          Director
     Landon R. Wyatt, Jr.

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                      ____________________

                            EXHIBITS

                           filed with

                     REGISTRATION STATEMENT

                               on

                            FORM S-8

                             UNDER

                   THE SECURITIES ACT OF 1933

                      ____________________

               AMERICAN NATIONAL BANKSHARES INC.
                       STOCK OPTION PLAN
                    (full title of the plan)

                                             EXHIBIT INDEX
                                                  
                                                  
                                                  Sequentially
    Exhibit No.       Description                 Numbered Page
                                                  
                                                  
        4.1           Articles of Incorporation   
                      of the Company
                      (Incorporated herein by
                      reference from Form S-3
                      filed August 20, 1997).
                      
        4.2           Bylaws of the Company       
                      (Incorporated by
                      reference from Form S-3
                      filed August 20, 1997).
                      
        4.3           American National           
                      Bankshares Inc. Stock
                      Option Plan
                      
         5            Opinion of Hunton &         
                      Williams as to the
                      legality of the
                      securities being
                      registered.
                      
        23.1          Consent of Hunton &         
                      Williams (included in the
                      opinion filed as Exhibit
                      5 to the Registration
                      Statement).
                      
        23.2          Consent of  Arthur          
                      Andersen, LLP.
                      
                      
         24           Power of Attorney for       
                      Officers and Directors
                      (included on page II-5 of
                      the Registration
                      Statement).
                      

DOCSOPEN\RICHMOND\08070\36569\000009\131s01!.DOC
Document #: 50608