SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHUMACHER ROBERT L

(Last)

(First)

(Middle)

FIRST COMMUNITY BANCSHARES INC

P.O. BOX 989

(Street)

BLUEFIELD

24605-0989

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST COMMUNITY BANCSHARES INC /NV/ [ FCBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/16/2004		M		5,296	A	$16	5,320.5022	D
Common Stock								12,499.283⁽¹⁾	I	By Employee Stock Ownership and Savings Plan
Common Stock								550⁽²⁾	I	By 401(k) Wrap Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$19.8⁽⁴⁾							⁽³⁾	03/24/2018	Common Stock	9,266.02⁽⁴⁾		9,266.02	D
Stock Option	$16⁽⁴⁾	08/16/2004		M			5,296	⁽³⁾	03/24/2018	Common Stock	3,970.02⁽⁴⁾	$0	12,236.04	D
Stock Option	$13.94⁽⁴⁾							⁽³⁾	03/24/2018	Common Stock	9,266.02⁽⁴⁾		22,502.06	D
Stock Option	$24.65⁽⁴⁾							⁽³⁾	03/24/2018	Common Stock	9,266.02⁽⁴⁾		31,786.08	D
Stock Option	$29.15⁽⁴⁾							⁽³⁾	03/24/2018	Common Stock	9,266.02⁽⁴⁾		41,034.1	D

Explanation of Responses:

1. Number of shares has been adjusted to reflect the 10% stock dividend declared by the issuer on June 17, 2003

2. Number of shares has been adjusted to reflect the 10% stock dividend declared by the issuer on June 17, 2003

3. Option is exercisable for a period of 5 years after retirement (provided retirement occurs at or after age 62), disability or death. If employment is terminated other than by retirement at or after 62, disability or death vested options must be exercised within 90 days after the effective date of termination. Any option not exercised within such period shall be deemed cancelled

4. Exercise price and amount of shares have been adjusted to reflect the 10% stock dividend declared by the issuer on June 17, 2003.

	/s/ Robert L. Schumacher	08/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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