SecProbe.io

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      May 4, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (540) 778-5140

Thomas R. Rosazza
President & Chief Executive Officer
Pioneer Bankshares, Inc.
263 East Main Street, PO Box 10
Stanley, VA 22851

	Re:	Pioneer Bankshares, Inc.
		Form 10-KSB for the year ended December 31, 2004
		File No. 0-30541

Dear Mr. Rosazza:

      We have reviewed your filing and have the following comment.
We have limited our review to the matter related to the issues
raised
in our comment.  Where indicated, we think you should revise your
future filings, beginning with your next Form 10-Q, as applicable,
in
response to this comment.  If you disagree, we will consider your
explanation as to why our comment is not applicable.  Please be as
detailed as necessary in your explanations, and provide us with a
draft of your intended revisions.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Item 6 - Management`s Discussion and Analysis or Plan of
Operations

Operations Analysis - 2004 Compared to 2003

Loan Portfolio - page 21

1. We note that your allowance decreased from $1,433,000 at
December
31, 2003 to $1,346,000 at December 31, 2004 while your loan
portfolio
increased by 13.3% and non-performing loans to total assets
increased
from 1.21% as of December 31, 2003 to 1.41% as of December 31,
2004.
Further we note that total loans charged-off during 2003 exceeded
the
beginning of the year allowance. Please revise to provide a robust
discussion of the reasons for the changes in your provision
charged
to expense and allowance for loan losses for the periods
presented.
Explain fully the reasons for changes in each of the elements and
components of the loan loss allowance, so that a reader can
understand how changes in risks in the portfolio during each
period
relate to the loan loss allowance established at period-end.
Consider the following points in your revisions:

* How changes in loan concentrations, quality, and terms that
occurred during the period are reflected in the allowance;

* How you determined that the allowance balance at the beginning
of
2003 properly reflected losses as of December 31, 2002;

* Describe the facts and circumstances that occurred in 2003 that
resulted in the significant charge offs for the period;

* How changes in estimation methods and assumptions affected the
allowance; and

* How actual changes and expected trends in nonperforming loans
affected the allowance.

*    *    *    *

       Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Detailed cover
letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Isa Farhat at (202) 551-3485 or me at (202)
551-3851 if you have questions regarding comments on the financial
statements and related matters.

      Sincerely,

						Paul Cline
						Senior Accountant

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Thomas R. Rosazza
Pioneer Bankshares, Inc.
Page 3 of 3

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