SecProbe.io

UNITED STATES
SECURITIES  AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE

   Mail Stop 4720           July 27, 2009    John M. Mendez Chief Executive Officer First Community Bancshares, Inc. P.O. Box 989 Bluefield, VA 24605-0989

Re: First Community Bancshares, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2008  Form 10-Q for Fiscal Quarter Ended March 31, 2009  File No. 000-19297

Dear Mr. Mendez:

We have reviewed your response letter dated July 8, 2009 and have the following
additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2008:

Note 1. Summary of Significant Accounting Policies

Long-term Investments, page 53

1. We note your response to comment 1 of our letter dated June 23, 2009.  Please
confirm that you will revise your future filings to disclose your accounting and
impairment policy related to your investment in FHLB stock.

John M. Mendez
First Community Bancshares, Inc.
July 27, 2009 Page 2    Form 10-Q for the Fiscal Quarter Ended March 31, 2009:

 Management’s Analysis of Financia l Condition and Results of Operations

 Financial Condition – Securities, page 29

 2. We note your response to comment 15 of our letter dated June 23, 2009.
Considering the significant j udgment required to determin e if a security is other
than temporarily impaired and the focus users of financial statements have placed on this area, we believe comp rehensive and detailed disclo sure is required to meet
the disclosure requirements in paragr aph 38 of FSP FAS 115-2 and FAS 124-2
and Item 303 of Regulation S-K.  Therefore, for each individual and pooled trust preferred security with at least one rati ng below investment grade, please revise
your future filings to disclose the fo llowing information (some of which you
provided in response to our initial comment ) as of the most recent period end:

• deal name
• single issuer or pooled
• class/tranche
• book value
• fair value
• unrealized gain/loss
• lowest credit rating assigned
• number of banks currently performing
• actual deferrals and defaults as a pe rcentage of original collateral
• expected deferrals and defaults as a percentage of remaining performing
collateral
• excess subordination as a percentage of remaining performing collateral

Additionally, please clearly disclose how  you calculate excess subordination and
discuss what the excess subordi nation percentage si gnifies to allow an investor to
understand why this information is relevant and meaningful.

3. Please provide us with y our calculation of the present value of cash flows
expected to be collected from the fo llowing debt securitie s – PreTSL XII and
TRAPEZA SER 13A – as of March 31, 2009 and confirm that you use the same
methodology for all of your trust prefe rred securities.  Identify the key
assumptions used in your analysis and explain how you determined the
assumptions were appropriate and cons istent with FSP FAS 115-2 and FAS 124-2
and related guidance.  Specifically addr ess the following with respect to the
assumptions used in your calculation:

John M. Mendez
First Community Bancshares, Inc. July 27, 2009 Page 3

• Discount rate – Specify the discount ra te used and how it was determined.

• Deferrals and defaults –

a. Explain in detail how you developed your estimate of future deferrals
and defaults.  Specifically tell us if and how you considered the specific collateral underlying each
 individual security and tell us
whether you had different estimates of deferrals and defaults for each
security;
 b. Provide us with the actual amount and percentage of deferrals and
defaults experienced by the trust by quarter;

c. Provide us with your estimate of fu ture deferrals and defaults and
compare your estimate to the actu al amounts experienced to date;

d. Explain how you treat deferrals (e.g. – do you treat deferrals the same
as defaults); and

e. Specify the recovery rate used and how it was determined.

4. Please tell us how you considered inform ation received after the balance sheet
date but before you issued your financial statements in your other-than-temporary
impairment analysis at December 31, 2008 and March 31, 2009.  Specifically tell
us if you received information regarding in terest deferrals or defaults or credit
rating downgrades and how this information affected your analysis at each period
end.

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response. You may c ontact Chris Harley, Staff Accountant, at
(202) 551-3695 or me, at (202) 551-3426 if you have questions regarding comments.

Sincerely,

Angela Connell  Reviewing Accountant