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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-Q



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For Quarterly Period Ended March 31, 2005


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

Commission File No. 000-50151

Allegheny Bancshares, Inc.
(Exact name of registrant as specified in its charter)




West Virginia 22-3888163
- ------------------------ ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


300 North Main Street
P. O. Box 487
Franklin, West Virginia 26807
(Address of principal executive offices, including zip code)


(304) 358-2311
(Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes No X
------ ------


State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Common Stock, par value - $1.00
896,596 shares outstanding as of April 15, 2005


1



ALLEGHENY BANCSHARES, INC.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION PAGE

Item 1. Financial Statements 2

Unaudited Consolidated Statements of Income -
Three Months ended March 31, 2005 and 2004 2

Consolidated Balance Sheets -
March 31, 2005 (Unaudited) and
December 31, 2004 (Audited) 3

Unaudited Consolidated Statements of Changes in
Stockholders' Equity - Three Months Ended
March 31, 2005 and 2004 4

Unaudited Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2005 and 2004 5

Notes to Consolidated Financial Statements 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8

Item 3. Quantitative and Qualitative Disclosures about
Market Risk 13

Item 4. Controls and Procedures 13

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 13

Item 2. Changes in Securities 13

Item 3. Defaults upon Senior Securities 13

Item 4. Submission of Matters to a Vote of Security Holders 14

Item 5. Other Information 14

Item 6. Exhibits and Reports on Form 8K 14


SIGNATURES 15


2


Part I. Financial Information
Item 1. Consolidated Financial Statements
Allegheny Bancshares, Inc.
Consolidated Statements of Income
(In thousands, except for per share information)
(Unaudited)
Three Months Ended
March 31, March 31,
2005 2004
Interest and Dividend Income:
Loans and fees $ 2,036 $ 1,922
Investment securities - taxable 154 172
Investment securities - nontaxable 182 184
Deposits and federal funds sold 9 3
------ ------

Total Interest and Dividend Income 2,381 2,281
------ ------

Interest Expense:
Deposits 538 482
Borrowings 46 42
------ ------

Total Interest Expense 584 524
------ ------

Net Interest Income 1,797 1,757

Provision for loan losses 54 45
------ ------

Net interest income after provision
for loan losses 1,743 1,712
------ ------

Noninterest Income:
Service charges on deposit accounts 131 48
Other income 41 50
Gain on security transactions 2 10
------ ------

Total Noninterest Income 174 108
------ ------

Noninterest Expense:
Salaries and benefits 577 546
Occupancy expenses 67 61
Equipment expenses 123 116
Other expenses 303 302
------ ------

Total Noninterest Expenses 1,070 1,025
------ ------

Income before Income Taxes 847 795

Income Tax Expense 269 238
------ ------

Net Income $ 578 $ 557
====== ======

Earnings Per Share
Net income $ .64 $ .62
======= =======

Weighted Average Shares Outstanding 896,596 898,987
======= =======

The accompanying notes are an integral part of these statements.


3


Allegheny Bancshares, Inc.
Consolidated Balance Sheets
(In thousands)

March 31, 2005 December 31, 2004
Unaudited Audited
ASSETS

Cash and due from banks $ 2,322 $ 2,695
Federal funds sold 373 2,018
Interest bearing deposits in banks 236 225
Investment securities available for sale 32,461 33,048
Investment securities held to maturity 500 500
Loans receivable, net of allowance for loan
losses of $1,124 and $1,094 respectively 121,022 117,228
Bank premises and equipment, net 5,508 4,763
Other assets 1,765 1,762
-------- --------

Total Assets $ 164,187 $ 162,239
======== ========

LIABILITIES

Deposits
Noninterest bearing demand $ 15,904 $ 16,348
Interest bearing
Demand 21,453 20,746
Savings 24,080 25,732
Time deposits over $100,000 19,572 18,992
Other time deposits 51,120 49,759
-------- --------

Total Deposits 132,129 131,577

Accrued expenses and other liabilities 636 577
Short-term borrowings 3,712 2,544
Long-term debt 3,406 3,494
-------- --------

Total Liabilities 139,883 138,192
-------- --------

STOCKHOLDERS' EQUITY

Common stock; $1 par value, 2,000,000 shares
Authorized, 900,000 issued 900 900
Additional paid in capital 900 900
Retained earnings 22,595 22,017
Accumulated other comprehensive income 50 371
Treasury stock (at cost, 3,404 shares in
2005 and 1,931 shares in 2004) (141) (141)
-------- ---------

Total Stockholders' Equity 24,304 24,047
-------- --------

Total Liabilities and Stockholders'
Equity $ 164,187 $ 162,239
======== ========


The accompanying notes are an integral part of these statements.


4




Allegheny Bancshares, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(In thousands)
(Unaudited)


Accumulated
Additional Other
Common Paid In Retained Comprehensive Treasury
Total Stock Capital Earnings Income Stock


Balance, December 31,
2004 $ 24,047 $ 900 $ 900 $ 22,017 $ 371 $ (141)

Comprehensive Income
Net income 578 578
Change in unrealized
gain on
available for sale
securities, net of
income tax effect of
$(144) (321) (321)
----------
Total Comprehensive
Income 257
--------- --------- ------- --------- ------- --------


Balance, March 31,
2005 $ 24,304 $ 900 $ 900 $ 22,595 $ 50 $ (141)
======== ======= ======= ========= ======= ========

Balance, December 31,
2003 $ 23,053 $ 900 $ 900 $ 20,619 $ 649 $ (15)
Comprehensive Income
Net income 557 557
Change in unrealized
gain on
available for sale
securities, net of
income tax effect of
$35 79 79
--------
Total Comprehensive
Income 636
Purchase of treasury
stock (59) (59)
----- ------- --------- -------- ------- --------

Balance, March 31,
2004 $ 23,630 $ 900 $ 900 $ 21,176 $ 728 $ (74)
======== ======= ======= ======== ========= =======



The accompanying notes are an integral part of these statements.



5


Allegheny Bancshares, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
March 31,
2005 2004
Cash Flows from Operating Activities:
Net income $ 578 $ 557
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 54 45
Depreciation and amortization 99 86
Net amortization of securities 16 22
Gain on sale of securities (2) (10)
Gain on sale of equipment (6)
Net change in:
Accrued income (99) (85)
Other assets 96 (5)
Accrued expense and other liabilities 203 29
------- ------

Net Cash Provided by Operating Activities 945 633
------- ------

Cash Flows from Investing Activities:
Net change in federal funds sold 1,645 (1,028)
Net change in interest bearing deposits in banks (11) 24
Proceeds from sales, calls and maturities
of securities available for sale 2,729 4,058
Purchase of securities available for sale (2,621) (776)
Net increase in loans (3,848) (2,024)
Proceeds from sale of bank premises and equipment 6
Purchase of bank premises and equipment (844) (87)
-------- -------

Net Cash Provided by (Used in) Investing Activities (2,950) 173
-------- ------

Cash Flows from Financing Activities:
Net change in:
Demand and savings deposits (1,389) (249)
Time deposits 1,941 (1,143)
Proceeds from borrowings 1,168 302
Curtailments of borrowings (88) (85)
Purchase of treasury stock (59)
------- -------

Net Cash Provided by (Used in) Financing Activities 1,632 (1,234)
------- -------

Cash and Cash Equivalents
Net increase (decrease) in cash and cash equivalents (373) (428)
Cash and Cash Equivalents, beginning of period 2,695 2,975
------- ------

Cash and Cash Equivalents, end of period $ 2,322 $ 2,547
======= ======

Supplemental Disclosure of Cash Paid During the Period for:
Interest $ 562 $ 530
Income taxes $ 70

The accompanying notes are an integral part of these statements.


6


ALLEGHENY BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 ACCOUNTING PRINCIPLES:

The financial statements conform to accounting principles generally
accepted in the United States of America and to general industry practices. In
the opinion of management, the accompanying unaudited financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of March 31, 2005, and the results
of operations for the periods ended March 31, 2005 and 2004. The notes included
herein should be read in conjunction with the notes to the financial statements
included in the 2004 annual report to stockholders of Allegheny Bancshares, Inc.

NOTE 2 INVESTMENT SECURITIES:

The amortized costs of investment securities and their approximate fair
values at March 31, 2005 and December 31, 2004 follows (in thousands):


March 31, 2005 December 31, 2004

Amortized Fair Amortized Fair
Cost Value Cost Value

Securities available for sale:

U.S. Treasury and agency
obligations $ 7,475 $ 7,471 $ 7,484 $ 7,601
State and municipal 18,693 18,953 18,450 18,983
Mortgage-backed securities 6,221 6,037 6,575 6,464
------- ------- ------ -------

Total $ 32,389 $ 32,461 $32,509 $ 33,048
======= ======= ====== =======

Securities held to maturity:

U.S. Treasury and agency
obligations $ 500 $ 494 $ 500 $ 501
======= ======= ====== =======




7


ALLEGHENY BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 LOANS:

Loans outstanding are summarized as follows (in thousands):
March 31, December 31,
2005 2004

Real estate loans $ 56,299 $55,406
Commercial and industrial loans 52,374 49,023
Loans to individuals, primarily
collateralized by autos 10,880 11,144
All other loans 2,593 2,749
------- ------

Total Loans 122,146 118,322

Less allowance for loan losses 1,124 1,094
------- ------

Net Loans Receivable $121,022 $117,228
======= =======


NOTE 4 ALLOWANCE FOR LOAN LOSSES:

A summary of transactions in the allowance for loan losses for the three
months ended March 31, 2005 and 2004 follows (in thousands):

Three Months Ended
March 31,
2005 2004
Balance, beginning of period $ 1,094 $ 1,052
Provision charged to operating expenses 54 45
Recoveries of loans charged off 4 3
Loans charged off (28) (50)
------- -------

Balance, end of period $ 1,124 $ 1,050
======= =======


8


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

The following discussion contains statements that refer to future
expectations, contain projections of the results of operations or of financial
condition or state other information that is "forward-looking."
"Forward-looking" statements are easily identified by the use of words such as
"could," "could anticipate," "estimate," "believe," and similar words that refer
to the future outlook. There is always a degree of uncertainty associated with
"forward-looking" statements. The Company's management believes that the
expectations reflected in such statements are based upon reasonable assumptions
and on the facts and circumstances existing at the time of these disclosures.
Actual results could differ significantly from those anticipated.

Many factors could cause the Company's actual results to differ materially
from the results contemplated by the forward-looking statements. Some factors,
which could negatively affect the results, include:

o General economic conditions, either nationally or within the
Company's markets, could be less favorable than expected;
o Changes in market interest rates could affect interest margins and
profitability;
o Competitive pressures could be greater than anticipated; and
o Legal or accounting changes could affect the Company's results.

Overview

Net income increased from $557,000 for the three months ended March 31,
2004 to $578,000 for the three months ended March 31, 2005 and earnings per
share increased from $.62 to $.64. Increases of $40,000 in net interest income
and $66,000 in noninterest income were offset by increases in the provision for
loan losses and noninterest expenses.

Net Interest Income

The Company's taxable equivalent net interest income increased from
$1,852,000 for the three months ended March 31, 2004 to $1,892,000 for the three
months ended March 31, 2005, due to the net growth of earning assets. The
Company's net yield on earnings assets for 2005 was 4.89% compared to 4.94% for
2004 as the cost of funds increased more than the yield on earning assets. The
cost of funds increased due to the repricing of maturing time deposits at higher
current rates. Table I shows the average balances for interest bearing assets
and liabilities, the rates earned on earning assets and the rates paid on
deposits and borrowed funds.

Allowance for Loan Losses and Provision for Loan Losses

The provision for loan losses were $54,000 and $45,000 for the three
months ended March 31, 2005 and 2004, respectively. The allowance for loan
losses ("ALL") was $1,124,000 (.92% of loans) at the end of the first quarter of
2005 compared with $1,094,000 (.92% of loans) at December 31, 2004. The ALL is
evaluated on a regular basis by management and is based upon management's
periodic review of the collectibility of the loans, industry historical
experience, the nature and volume of the loan portfolio, adverse situations that
may affect the borrower's ability to repay, estimated value of any underlying
collateral and prevailing economic conditions. This evaluation is inherently
subjective as it requires estimates that are susceptible to significant revision
as more information becomes available. The calculation of the ALL is considered
to be a critical accounting policy.


9


Noninterest Income

Noninterest income was $174,000 and $108,000 for the three months ended
March 31, 2005 and 2004, respectively. Noninterest income (excluding security
gains and losses) as a percentage of average assets increased from .25% to .43%
(annualized). Service charges increased from $48,000 for the three months ended
March 31, 2004 to $131,000 for the three months ended March 31, 2005, primarily
as a result of an increase in overdraft fees and the introduction of the
Company's overdraft bounce protection program in December 2004.

Noninterest Expenses

Noninterest expenses were $1,070,000 and $1,025,000 for the three months
ended March 31, 2005 and 2004, respectively. Noninterest expenses as a
percentage of average assets was 2.62% (annualized) for the three months ended
March 31, 2005, up from 2.61% for the same period of 2004. Salaries and benefits
increased as a result of an increase in the number of employees, merit
increases, and higher benefit costs. Equipment expenses, including software
maintenance contract expense and depreciation expense, increased as a result of
the implementation of the Bank's website, internet banking and bounce protection
after the first quarter of 2004.

Income Tax Expense

Income tax expense equaled 31.76% of income before income taxes for the
three months ended March 31, 2005 compared with 29.94% for the three months
ended March 31, 2004.

Loans

Total loans increased from $118,322,000 at December 31, 2004 to
$122,146,000 at March 31, 2005. A schedule of loans by type is shown in Note 3
to the financial statements. Approximately 82% of the loan portfolio is secured
by real estate.

Loan Portfolio Risk Factors

Loans accounted for on a nonaccrual basis were $468,000 at March 31, 2005
(.38% of total loans). Accruing loans which are contractually past due 90 days
or more as to principal or interest totaled $384,000 (.31% of total loans).
Loans are placed in a nonaccrual status when management has information that
indicates that principal or interest may not be collectable. Management has not
identified any additional loans as "troubled debt restructurings" or "potential
problem loans."

Deposits

The Company's deposits increased $552,000 during the first three months of
2005 to $132,129,000 at March 31, 2005. As rates continue to increase,
competition for deposits increased. A schedule of deposits by type is shown in
the balance sheets. Time deposits of $100,000 or more were 14.81% and 14.43% of
total deposits at March 31, 2005 and December 31, 2004, respectively.


10


Short-Term Borrowings

Short-term borrowings were $3,712,000 and $2,544,000 as of March 31, 2005
and December 31, 2004, respectively. This increase was a result of commercial
customers utilizing Term and Daily Sweep Repurchase Agreements.

Long-Term Debt

The decrease in long-term debt was due to principle payments made to FHLB.
The bank signed a 10-year $1,000,000 fixed rate note with FHLB at 3.77% on March
18, 2003, a 10-year $2,000,000 fixed rate note with FHLB at 3.15% on June 18,
2003, and a $1,000,000 fixed rate note with FHLB at 4.28% on October 20, 2003.
The purpose of the notes was to fund a long-term, fixed rate loan product to
qualifying customers.

Capital

Capital as a percentage of total assets was 14.82% at March 31, 2005 and
significantly exceeded regulatory requirements. The Company is considered to be
well capitalized under the regulatory framework for prompt corrective actions.

Uncertainties and Trends

Management is not aware of any known trends, events or uncertainties that
will have or that are reasonably likely to have a material effect on liquidity,
capital resources or operations. Additionally, management is not aware of any
current recommendations by the regulatory authorities which, if they were to be
implemented, would have such an effect.

Liquidity and Interest Sensitivity

At March 31, 2005, the Company had liquid assets of approximately $2.9
million in the form of cash and due from banks and federal funds sold.
Management believes that the Company's liquid assets are adequate at March 31,
2005. Additional liquidity may be provided by the growth in deposit accounts and
loan repayments. In the event the Company would need additional funds, it has
the ability to purchase federal funds and borrow under established lines of
credit of $17.1 million.

At March 31, 2005, the Company had a negative cumulative Gap Rate
Sensitivity Ratio of -35.66% for the one year repricing period. This rate does
not reflect the historical movement of funds during varying interest rate
environments. Adjusted for historical repricing trends in response to interest
rate changes, the adjusted Gap Ratio is 2.60%. This generally indicates that net
interest income would remain stable in both a declining and increasing interest
rate environment. Management constantly monitors the Company's interest rate
risk and has decided that the current position is an acceptable risk for a
growing community bank operating in a rural environment. Table II shows the
Company's interest sensitivity.


11


TABLE I
Allegheny Bancshares, Inc.
Net Interest Margin Analysis
(On a Fully Taxable Equivalent Basis)(Dollar Amounts in Thousands)

Three Months Ended Three Months Ended
March 31, 2005 March 31, 2004
-------------- --------------
Average Income/ Average Income/
Balance Expense Rates Balance Expense Rates

Interest Income
Loans 1 $119,609 $ 2,036 6.81% $112,505 $ 1,922 6.83%
Federal funds sold 1,320 8 2.42% 869 2 .92%
Interest bearing
deposits 279 1 1.64% 241 1 1.66%
Investments
Taxable 15,246 154 4.04% 18,168 172 3.79%
Nontaxable 2 18,332 277 6.04% 18,198 279 6.13%
------ ------- -------- ------ ------ -----

Total Earning Assets 154,786 2,476 6.40% 149,981 2,376 6.34%
------- ------- -------- ------- ------ -----

Interest Expense
Demand deposits 21,116 59 1.12% 17,883 36 .81%
Savings 24,890 46 .74% 26,428 49 .74%
Time deposits 69,923 433 2.48% 68,023 397 2.33%
Short-term
borrowings 2,833 15 2.12% 2,068 8 1.55%
Long-term debt 3,455 31 3.59% 3,801 34 3.58%
------ ------ ------ ----- ------ ------

Total Interest Bearing
Liabilities $122,217 $ 584 1.91% $118,203 $ 524 1.77%
------- ------- ------ ------ ------ -----

Net Interest Margin 1 1,892 1,852
======= =====

Net Yield on Interest
Earning Assets 4.89% 4.94%
======= =====

1 Interest on loans includes loan fees
2 An incremental tax rate of 34% was used to calculate the tax equivalent
income


12

TABLE II
Allegheny Bancshares, Inc.
Interest Sensitivity Analysis
March 31, 2005

(In Thousands of Dollars)
0-3 4-12 1-5 Over 5 Total
Months Months Years Years
Uses of Funds:

Loans:
Commercial $ 14,984 $ 8,466 $ 20,956 $ 10,561 $ 54,967
Consumer 611 804 8,111 1,070 10,596
Real estate 7,498 5,927 7,725 35,149 56,299
Credit card 284 284
Federal funds sold 373 373
Interest bearing deposits 236 236
Investment securities 303 13,411 19,247 32,961
------- ------- ------ ------- -------

Total 23,986 15,500 50,203 66,027 155,716
------ ------- ------ ------- -------


Sources of Funds:

Deposits:
Interest bearing demand 21,453 21,453
Savings 24,080 24,080
Time deposits over
$100,000 3,292 8,206 8,074 19,572
Other time deposits 13,697 20,212 16,501 710 51,120
Short-term borrowings 2,242 1,470 3,712
Long-term debt 89 271 1,577 1,469 3,406
------ ------- ------ ------- -------

Total 64,853 30,159 26,152 2,179 123,343
------ ------- ------ ------- -------

Discrete Gap (40,867) (14,659) 24,051 63,848 32,373

Cumulative Gap (40,867) (55,526) (31,475) 32,373
Ratio of Cumulative Gap
To Total Earning Assets -26.24% -35.66% -20.21% 20.79%


Table II reflects the earlier of the maturity or repricing dates for various
assets and liabilities at March 31, 2005. In preparing the above table, no
assumptions are made with respect to loan prepayments or deposit run offs. Loan
principal payments are included in the earliest period in which the loan matures
or can be repriced. Principal payments on installment loans scheduled prior to
maturity are included in the period of maturity or repricing. A loan with a
floating rate that has reached a contractual floor or ceiling level is being
treated as a fixed rate loan until the rate is again free to float.


13


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As a result of the enactment of the Sarbanes-Oxley Act of 2002, issuers
that file periodic reports under the Securities Exchange Act of 1934 (the "Act")
are now required to include in those reports certain information concerning the
issuer's controls and procedures for complying with the disclosure requirements
of the federal securities laws. Under rules adopted by the Securities and
Exchange Commission effective August 29, 2002, these disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports it
files or submits under the Act, is communicated to the issuer's management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding disclosure.

We have established disclosure controls and procedures to ensure that
material information related to Allegheny Bancshares, Inc. and its subsidiary is
made known to our principal executive officer and principal financial officer on
a regular basis, in particular during the periods in which our quarterly and
annual reports are being prepared. These disclosure controls and procedures
consist principally of communications between and among the Chief Executive
Officer and the Chief Financial Officer to identify any new transactions,
events, trends, contingencies or other matters that may be material to the
Company's operations. As required, we have evaluated the effectiveness of these
disclosure controls and procedures as of the end of the period covered by this
quarterly report. Based on this evaluation, the Company's management, including
the Chief Financial Officer, concluded that such disclosure controls and
procedures were operating effectively as designed as of the date of such
evaluation.

Changes in Internal Controls

During the period reported upon, there were no significant changes in the
Company's internal controls pertaining to its financial reporting and control of
its assets or in other factors that could significantly affect these controls.


Part II. Other Information


Item 1. Legal Proceedings -

Not Applicable

Item 2. Changes in Securities -

Not Applicable

Item 3. Defaults Upon Senior Securities -

Not Applicable


14


Item 4. Submission of Matters to a Vote of Security Holders -

Not Applicable


Item 5. Other Information -

Not Applicable


Item 6. Exhibits and Reports on 8-K -

a. Exhibits

The following Exhibits are filed as part of this Form 10-Q

No. Description

31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed
herewith).

31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed
herewith).

32 Certifications of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (filed herewith).

The following exhibit is incorporated by reference to the Exhibits to
Allegheny Bancshares, Inc. Form 10-KSB filed March 30, 2003.

No. Description Exhibit Number

3.1 Articles of Incorporation - Allegheny Bancshares, Inc. E2

The following exhibit is incorporated by reference to the Exhibits to
Allegheny Bancshares, Inc. Form 10-KSB filed March 26, 2004.

No. Description Exhibit Number

3.3 Bylaws of Allegheny Bancshares, Inc. 3.3


b. Reports on 8K

On March 14, 2005 the Company filed a report on Form 8-K, Item 5.02
announcing the hiring of L. Kirk Billingsley as Chief Financial Officer.

15


SIGNATURE



In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant causes this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

ALLEGHENY BANCSHARES, INC.


By: /s/ WILLIAM A. LOVING
----------------------------------
William A. Loving, Jr.
Executive Vice President and
Chief Executive Officer

By: /s/ L. KIRK BILLINGSLEY
----------------------------------
L. Kirk Billingsley
Chief Financial Officer


Date: May 6, 2005