FIRST NATIONAL CORPORATION





SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

___________



FORM 8-K



CURRENT REPORT



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Date of Report:  April 23, 2004

(Date of earliest event reported)




FIRST NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)




Virginia

(State or other jurisdiction

of incorporation)

0-23976

(Commission File Number)

54-1232965

(IRS Employer

Identification No.)

 

 

 

112 West King Street

Strasburg, Virginia

(Address of principal executive offices)


22657

(Zip Code)



Registrant’s telephone number, including area code:

(540) 465-9121








Item 12.  Results of Operations and Financial Condition.


On April 23, 2004, the Registrant issued a press release reporting its financial results for the three months ended March 31, 2004.  A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 12.


The foregoing information, including the information contained in the press release, is being furnished pursuant to this Item 12 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.


The exhibit to this report is as follows:


Exhibit No.

Description


99.1

Press release issued by the Registrant dated April 23, 2004.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



FIRST NATIONAL CORPORATION

        (Registrant)




Date:  April 27, 2004

By:  /s/ M. Shane Bell                

M. Shane Bell

Senior Vice President

   and Chief Financial Officer