<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>j0001501e10vkza.txt
<DESCRIPTION>FIRST COMMUNITY BANCSHARES
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2002

                                       or

 [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

     For the transition period from:__________________ to __________________

                         Commission File Number 0-19297

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

                   Nevada                                       55-0694814
      ---------------------------------                   ----------------------
        (State or other jurisdiction                         (I.R.S. Employer
      of incorporation or organization)                   Identification Number)


          One Community Place
          Bluefield, Virginia                                    24605-0989
         ---------------------                                   ----------
         (Address of principal                                   (Zip Code)
           executive offices)

       Registrant's telephone number, including area code: (276) 326-9000

           Securities registered pursuant to Section 12(b) of the Act:

    Title of each class          Name of Each Exchange on Which Registered
    -------------------          -----------------------------------------
          NONE                                       NONE

           Securities registered pursuant to Section 12(g) of the Act:

                      Common stock, par value $1 per share
                      ------------------------------------
                                (Title of Class)

<PAGE>

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether Registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2). Yes [X] No [ ]

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant as of June 28, 2002.

           $310,967,768 based on the closing sales price at that date
                           Common Stock, $1 par value.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 5, 2003.

                     Common Stock, $1 par value - 9,852,891


<PAGE>

                                     PART I

ITEM 1.   BUSINESS

Item 1 of Part 1 of the Registrant's Form 10-K is amended by adding as an
additional final paragraph the following:

WEBSITE ACCESS TO COMPANY REPORTS

The Company makes available free of charge on its website at www.fcbinc.com its
annual report on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, and all amendments thereto, as soon as reasonably practicable after
the Company files such reports with, or furnishes them to, the Securities and
Exchange Commission. Investors are encouraged to access these reports and the
other information about the Company's business on its website.


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

The Exhibit Index in Item 15(c) is amended by adding the following exhibit
reference, which exhibit is attached to this Form 10-K/A:

Exhibit 99.1     Certification Required by Section 906 of Sarbanes-Oxley
                 Act of 2002.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       FIRST COMMUNITY BANCSHARES, INC.

March 31, 2003                         By: /s/ John M. Mendez
                                           ------------------------------------
                                           President and Chief Executive Officer


<PAGE>

                                 CERTIFICATIONS

I, John M. Mendez, certify that:

1.       I have reviewed this annual report on Form 10-K/A of First Community
         Bancshares, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         (b)      Evaluated the effectiveness of the registrant 's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         (c)      Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and to the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function):

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls;

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.         The registrant's other certifying officers and I have indicated in
           this annual report whether or not there were significant changes in
           internal controls or in other factors that could significantly affect
           internal controls subsequent to the date of our most recent
           evaluation, including any corrective actions with regard to
           significant deficiencies and material weaknesses.

Date:  March 31, 2003

                                          /s/ John M. Mendez
                                          -------------------------------------
                                          President and Chief Executive Officer


<PAGE>


I, Robert L. Schumacher, certify that:

1.       I have reviewed this annual report on Form 10-K/A of First Community
         Bancshares, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         (b)      Evaluated the effectiveness of the registrant 's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         (c)      Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and to the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function):

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls;

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:  March 31, 2003

                                               /s/ Robert L. Schumacher
                                               --------------------------------
                                               Chief Financial Officer


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