8-K

UNITED STATES

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 (Date of earliest event reported): April 23, 2008

PIONEER BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia	0-30541	54-1278721
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

263 East Main Street

P.O. Box 10

Stanley, Virginia 22851

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (540) 778-2294

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

q Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 2.02 Results of Operations and Financial Condition.

On April 23, 2008, Pioneer Bankshares, Inc. issued a press release regarding its results of operations and financial condition for the first quarter of 2008. The text of the press release is included as Exhibit 99.1 to this report. The company will include additional financial information for the period ended March 31, 2008, as part of its quarterly Form 10-Q report, to be filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

Exhibit
99.1	Pioneer Bankshares, Inc. press release dated April 23, 2008.

SIGNATURES

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

PIONEER BANKSHARES, INC.
By:	/s/ THOMAS R. ROSAZZA
	Thomas R. Rosazza
	President and Chief Executive Officer

April 23, 2008

EXHIBIT INDEX

Exhibit
99.1	Pioneer Bankshares, Inc. press release dated April 23, 2008.

EX-99.1

Exhibit 99.1

PIONEER BANKSHARES, INC.

ANNOUNCES 1^st Quarter 2008 EARNINGS

FOR IMMEDIATE RELEASE:

For Inquiries Contact: Thomas R. Rosazza, President/CEO (540) 778-2294

Stanley, VA, April 23, 2008 — Pioneer Bankshares, Inc., (OTC Bulletin Board: PNBI.OB) parent company of Pioneer Bank, reported relatively stable net earnings of $423,000 for the first quarter of 2008, as compared to $434,000 for the first quarter of 2007. Earnings per share for the quarter ended March 31, 2008 were $0.43 and remained the same as compared to the first quarter of 2007.

The Company had asset growth of approximately $14.0 million during the first quarter of 2008, which was primarily the result of additional borrowings and investment activities. Approximately $10.7 million in fixed low-rate borrowings were obtained from the Federal Home Loan Bank of Atlanta. These borrowings were initiated primarily for investment purposes with funds generally being placed in matching term investment instruments. Total investments in securities available for sale increased by $7.3 million for the period ending March 31, 2008, as compared to total securities at December 31, 2007. Investments in interest bearing deposits increased by approximately $8.2 million for the period ending March 31, 2008, as compared to December 31, 2007. These investment instruments were placed at a rate of interest higher than the borrowing rate in an effort to increase the bank’s overall net interest spread.

The Company’s loan portfolio decreased by approximately $2.0 million or 1.62% as of March 31, 2008, and is primarily attributed to residential real estate loan payoffs and refinance activities. The deposit portfolio increased by $3.0 million or 2.38% during the same period, with the majority of this growth being in time deposits. The Company’s capital position as of March 31, 2008 was $16.5 million, or 9.97% as a percentage of total assets.

The Company’s book value as of March 31, 2008 was $16.31 per share, as compared to a book value of $16.09 per share as of December 31, 2007. This represents an increase of 1.37%. Additionally, shareholder dividend payments for the first quarter of 2008 were increased by 7.14%, as compared to the same period last year.

Management recognizes that prevailing economic conditions have the potential to adversely impact the Company’s operational results, including future earnings, liquidity, and capital resources. Management continually monitors economic factors in an effort to promptly identify specific trends that could have a direct material effect on the Company.

Pioneer Bankshares, Inc. is a one-bank holding company headquartered in Page County, Virginia. It owns and operates Pioneer Bank with seven banking locations. The Company’s main branch and corporate office is located in Stanley, Virginia, with other branch locations in Shenandoah, Luray, Harrisonburg (2), Stanardsville, and Charlottesville, Virginia.

Additional financial highlights for the quarter ending March 31, 2008 are included in the table below.

PIONEER BANKSHARES, INC.

FINANCIAL HIGHLIGHTS

(In thousands, except for per share data)

Unaudited

	For the Quarter Ended March 31,
	2008		2007
Condensed Statement of Income
Interest and dividend income	$	2,653	$	2,593
Interest expense		995		903
Net interest income		1,658		1,690
Provision for loan losses		105		45
Net interest income after provision for loan losses		1,553		1,645
Non-interest income		421		282
Non-interest expense		1,326		1,273
Income before income taxes		648		654
Income tax expense		216		220
Net Income	$	432	$	434
	March 31, 2008		December 31, 2007
Balance Sheet Summary
Total Assets	$	165,778	$	151,825
Total Deposits		130,380		127,355
Total Loans, Net of Unearned		123,571		125,611
Stockholders’ Equity		16,533		16,275
Per Share Information
Net income per share, basic and diluted	$	0.43	$	0.43
Dividends per share		0.15		0.14
Book value per share		16.31		16.09