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    Unassociated Document

    August 6,
2010

    Via
EDGAR

    Ms.
Christina Harley

    Reviewing
Accountant

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street, NW

    Washington,
D.C. 20549

              Re:

              First
      Community Bancshares, Inc.

    Item
4.02 Form 8-K Filed July 27, 2010

    File
No. 000-19297

    Dear Ms.
Harley:

    This
letter is provided on behalf of First Community Bancshares, Inc. (“First
Community,” the “Company,” “we,” or “our”) in response to your letter of July
30, 2010, regarding the Company’s 8-K filed on July 27, 2010.

    The
Company acknowledges that:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the referenced filings;

              ·

              Staff
      comments or changes to disclosures in response to staff comments do not
      foreclose the Securities and Exchange Commission (the “Commission”) from
      taking any action with respect to the referenced filings;
    and

              ·

              The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    We intend
to file our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010,
along with the amended Forms 10-K for 2009 and 2008 and the Forms 10-Q for the
quarterly periods in 2009 and the first quarter of 2010, on or about August 9,
2010.  In those reports, we expect to amend Management’s Assessment of
Internal Control Over Financial Reporting in the 2009 and 2008 10-K filings to
reflect the restatement.  More specifically, we expect to conclude
that disclosure controls were not effective for the periods solely for the
restatement.

    Additionally,
in Item 9A of the Form 10-K filings and Item 9 of the Form 10-Q filings in
question, we expect to report that the Company did not maintain effective
controls to ensure the appropriate calculation of the allowance for loan losses
and that material weakness leads to the conclusion that disclosure controls and
procedures were not effective.

    If I can
provide any further information or assistance, please feel free to telephone at
276-326-9000.

    Sincerely,

    /s/ David
D. Brown

    David D.
Brown

    Chief
Financial Officer