Mail Stop 4561



							December 5, 2008


By U.S. Mail and Facsimile (540) 465-5946


Mr. Harry S. Smith
President and Chief Executive Officer
First National Corporation
112 West King Street
Strasburg, Virginia 22657


Re: 	First National Corporation
Preliminary Proxy Statement on Schedule 14A
      File No. 000-23976
      Filed November 28, 2008


Dear Mr. Smith:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      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.




Reasons for the Amendment. page 4

1. You state, on page 4, that you have applied to participate in
the
TARP program, but state, on page 5, that you are "currently
evaluating participating."  Please clarify that even if you are
accepted, you may not participate in the TARP program.  Please
disclose those factors that you are weighing in deciding whether
to
participate.


Effects of the Amendment on the Rights of Holders of Common Stock,
page 7

2. Please discuss how your participation in the Capital Purchase
Program may dilute the interests of your existing common
shareholders.


Financial Statements

	Item 13 of Schedule 14A requires you to include financial
information in your proxy statement if you are seeking
authorization
to issue common or preferred stock under certain circumstances.
We
note that you have not included financial information in your
proxy
statement.

	Please explain to us why you believe financial statements are
not material in connection with issuing the warrants to purchase
comment stock.  See Note A to Schedule 14A and Instruction 1 to
Item
13(a) of Schedule 14A.


      Where you expect the proceeds of the sale of securities to
the
Treasury Department to have a material impact on your balance
sheet
or income statement, our rules require you to provide pro forma
statements that comply with Article 11 of Regulation S-X in your
proxy statement.  If you expect the proceeds of the sale of
securities to the Treasury Department to have a material impact on
your financial statements, you may provide a textual discussion of
the pro forma effect rather than pro forma financial statements.

      In evaluating the impact of the potential sale of securities
to
the Treasury Department, you must consider the material effect of
the
transaction, including:

* how the application of the proceeds of the transaction may
potentially effect your net interest margin;

* how the accretion and dividends on the preferred stock will
impact
the net income available to common shareholders; and

* how the transaction will impact your basic earnings per share,
diluted earnings per share, and diluted shares outstanding.

      Your assumptions regarding the use of proceeds from the
transactions, such as an assumption regarding the pay down of
existing debt or the investment of the proceeds in federal funds
sold, must be factually supportable.  You should consider only
those
plans for the proceeds that meet the factually supportable
criteria.

      Where you determine that the proceeds of the sale of
securities
to the Treasury Department will have a material impact on your
balance sheet or income statement and elect to prepare and provide
pro forma financial statements, you should include, in your proxy
statement, a pro forma balance sheet for the most recent balance
sheet date and a pro forma income statement for the most recent
annual and interim periods that address the impact of both the
minimum and maximum proceeds of the sale.  If you choose to
provide a
textual discussion in lieu of pro forma financial statements,
please
address the minimum and maximum proceeds of the sale as well as
the
other items noted in the following paragraph.

      In preparing pro forma financial statements, discuss any
relevant assumptions you have made and you should briefly describe
any pro forma adjustments such as your assumptions about interest
savings on proceeds applied to pay down debt and interest income
earned on proceeds invested.  State, if true, that you used the
treasury stock method for purposes of evaluating the effect of the
warrants on diluted shares outstanding.  Describe the
methodologies
you used to allocate the transaction process among the securities
you
may issue to the Treasury Department (relative fair value) and to
accrete the discount on the preferred stock.

      If you do not believe the sale of the securities to the
Treasury Department will have a material impact on your balance
sheet
or income statement, provide us with your quantitative and
qualitative analysis of your conclusion.  In your analysis,
discuss
the impact to each of the items noted above as well as to total
shareholders` equity and your capital ratios.





      * * * * * * * * * * * * *





      As appropriate, please amend your proxy statement in
response
to these comments.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	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 and each filing person
acknowledging that:

* the company or filing person 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 or filing person 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 either Jonathan E. Gottlieb at (202) 551-
3416
or me at (202) 551-3418 if you have questions regarding these
comments.




						Sincerely,



						William C. Friar
						Senior Financial Analyst






Mr. Harry S. Smith
First National Corporation
December 5, 2008
Page 1