AMERICAN NATIONAL BANKSHARES INC.

628 Main Street
P. O. Box 191
Danville, Virginia 24543

NOTICE OF

ANNUAL MEETING

AND

PROXY STATEMENT

ANNUAL MEETING OF

SHAREHOLDERS

TO BE HELD

APRIL 23, 1996

AMERICAN NATIONAL BANKSHARES INC.

628 Main Street
Post Office Box 191
Danville, Virginia 24543

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held April 23, 1996

NOTICE is hereby given that the Annual Meeting of Shareholders of
American National Bankshares Inc. (the "Corporation") will be
held as follows:

Place: Piedmont Room
Howard Johnson Hotel
100 Tower Drive
Danville, Virginia 24541

Date: April 23, 1996

Time: 11:30 o'clock a.m.

THE ANNUAL MEETING IS BEING HELD FOR THE FOLLOWING PURPOSES:

1. To elect four (4) directors of the Corporation to fill
the vacancies created by the expiration of the terms of
the Directors of Class III.

2. To elect one (1) director of the Corporation to fill a
vacancy in Class II.

3. To elect one (1) director of the Corporation to fill a
vacancy in Class I.

4. To transact any other business that may properly come
before the meeting or any adjournment thereof.

The record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting is the close of
business on March 15, 1996.

IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AT THE
MEETING. ACCORDINGLY, PLEASE SIGN, DATE AND MAIL THE ENCLOSED
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING. IF YOU DO ATTEND THE ANNUAL MEETING,
YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

Sincerely,

Charles H. Majors, President
and Chief Executive Officer

Dated: March 29, 1996

AMERICAN NATIONAL BANKSHARES INC.

628 Main Street
Post Office Box 191
Danville, Virginia 24543

PROXY STATEMENT

Annual Meeting of Shareholders
To be held April 23, 1996

INTRODUCTION

This Proxy Statement is furnished in conjunction with the
solicitation by the Board of Directors of American National
Bankshares Inc. (the "Corporation") of the accompanying proxy to
be used at the Annual Meeting of Shareholders of the Corporation
and at any adjournments thereof. The meeting will be held on
Tuesday, April 23, 1996, at 11:30 a.m. in the Piedmont Room of
the Howard Johnson Hotel, Danville, Virginia, for the purposes
set forth below and in the Notice of Annual Meeting of
Shareholders. Shares represented by properly executed proxy, if
such proxies are received in time and not revoked, will be voted
at the Annual Meeting as set forth therein. Any shareholder may
attend the Annual Meeting, revoke the proxy and vote in person.

INFORMATION AS TO VOTING SECURITIES

The Board of Directors has set March 15, 1996 as the record
date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. Shareholders of record on
that date will be entitled to vote on the matters described
herein. As of March 15, 1996, the Corporation had 1,627
shareholders of record. No one individual or entity owns
directly and indirectly more than 5% of the outstanding
Corporation Common Stock except Ambro and Company, the nominee
name in which the Bank registers securities it holds in a
fiduciary capacity, which held 702,834 shares (21.4292%) on March
15, 1996.

The number of shares of common stock, there being no other
class of stock, outstanding and entitled to vote at the Annual
Shareholders' Meeting is 3,279,798. There are 702,834 shares
held of record by Ambro and Company which amount represents
21.4292% of the outstanding securities, and only 315,097 of these
shares may be voted by the existing co-fiduciaries. The
remaining shares may not be voted by the Bank but co-fiduciaries
may be qualified for the sole purpose of voting all or a portion
of the shares at the Annual Meeting.

CUMULATIVE VOTING

Shareholders of the Corporation shall not have cumulative
voting rights.

VOTING OF PROXIES

If the enclosed proxy is properly executed, dated, returned
and not revoked, it will be voted in accordance with the
specification made by the shareholder. If a specification is not
made, it will be voted "FOR" the proposals set forth below and in
the notice of Annual Meeting of Shareholders. Fred A. Blair, E.
Budge Kent, Jr., Fred B. leggett, Jr. and Claude B. Owen, Jr., or
any of them, will act as proxies on behalf of the Board of
Directors.
EXPENSES OF SOLICITATION

The Corporation will pay the cost of preparing, assembling
and mailing this Proxy Statement and the enclosed material.
Proxies may also be solicited personally or by telephone by the
Corporation and the Bank's officers without additional
compensation.

PURPOSES OF THE ANNUAL MEETING

As set forth in the Notice of Annual Meeting of
Shareholders, the Board of Directors is seeking proxies in
connection with the following proposals to be set forth before
the shareholders:

1. To elect four (4) directors of the Corporation to fill
the vacancies created by the expiration of the terms
of the Directors of Class III.

2. To elect one (1) director of the Corporation to fill a
vacancy in Class II.

3. To elect one (1) director of the Corporation to fill a
vacancy in Class I.

4. To transact any other business that may properly come
before the meeting or any adjournment thereof.

ELECTION OF DIRECTORS

Four Directors of Class III are to be elected at the Annual
Meeting of Shareholders to serve until the Annual Meeting in 1999
and until their respective successors are duly elected and
qualified. Management proposes that the four (4) nominees listed
in this Proxy Statement as Directors of Class III be elected.

One Director of Class II is to be elected at the Annual Meeting
of Shareholders to serve until the Annual Meeting in 1998 and
until his successor is duly elected and qualified. Management
proposes that H. Dan Davis be elected.

One Director of Class I is to be elected at the Annual Meeting of
Shareholders to serve until the Annual Meeting in 1997 and until
his successor is duly elected and qualified. Management proposes
that Willie G. Barker, Jr. be elected.

The nominees for whom the persons named as proxies intend to
vote as directors, unless otherwise indicated on the form of
proxy, and certain information with regard to their ownership of
the common stock of the Corporation and memberships on various
committees of the Board of Directors of the Corporation, are set
forth below.

NOMINEES

Directors of Class III to be elected for a term expiring in 1999

Amount of Common Stock
Director Owned Beneficially and
Name, Principal of Bank Nature of Ownership on Percent
Occupation and (Age) Since March 15, 1996 of Class

Richard G. Barkhouser (65) 1980 82,412 - Direct (1) 2.5127
President, Barkhouser 7,260 - Family .2214
Motors, Inc., Danville, Relationship (4)
VA, automobile
dealership

B. Carrington Bidgood (71) 1975 11,000 - Direct (1) .3354
Retired Senior Vice 1,200 - Family .0366
President, Dibrell Relationship (4)
Brothers, Inc., Danville,
VA, leaf tobacco & flowers

Lester A. Hudson, Jr. (56) 1984 4,902 - Direct (1) .1495
Chairman, H & E Associates,
Greenville, SC, investments,
since June, 1995; prior
thereto
Vice Chairman, Wunda
Weve Carpets, Inc.,
Greenville, SC, carpet
manufacturer, since August, 1993;
prior thereto
Chairman, Wunda Weve
Carpets, Inc., since
Nov., 1991; prior
thereto Chairman, President
and Chief Executive Officer
of Wunda Weve Carpets, Inc.

Charles H. Majors (50) 1981 3,328 - Direct (1) .1015
President and Chief 560 - Family .0171
Executive Officer of Relationship (4)
the Corporation and
the Bank since
January 1, 1994;
prior thereto
President of the Corporation
and the Bank since January,
1, 1993; prior thereto Clement
& Wheatley, Attorneys-at-Law,
Danville, VA

Director of Class II to be elected for a term expiring in 1998

Amount of Common Stock
Director Owned Beneficially and
Name, Principal of Bank Nature of Ownership on Percent
Occupation and (Age) Since March 15, 1996 of Class

H. Dan Davis (58) 1996 35,813 - Direct (1)(2) 1.0919
Executive Vice President 457 - Family .0139
of the Corporation and Relationship (4)
Senior Vice President of
the Bank since March 19,
1996; prior thereto,
President and Chief
Executive Officer of
Mutual Savings Bank, F.S.B.
since January 1, 1995; prior
thereto, President and
Chief Operations Officer
of Mutual Savings Bank,
F.S.B.

Director of Class I to be elected for a term expiring in 1997

Amount of Common Stock
Director Owned Beneficially and
Name, Principal of Bank Nature of Ownership on Percent
Occupation and (Age) Since March 15, 1996 of Class

Willie G. Barker, Jr. (58) 1996 14,100 - Direct (1) .4299
Consultant to DIMON
Incorporated, Danville,
VA, leaf tobacco & flowers
since 1995; prior thereto,
consultant to Dibrell
Brothers, Incorporated,
Danville, VA, leaf tobacco
& flowers since June, 1993;
prior thereto, President
and Chief Operating Officer
of Dibrell Brothers,
Incorporated

DIRECTORS CONTINUING IN OFFICE

Directors of Class I to continue in office until 1997

Amount of Common Stock
Director Owned Beneficially and
Name, Principal of Bank Nature of Ownership on Percent
Occupation and (Age) Since December 31, 1995 of Class

Ben J. Davenport, Jr. (53) 1992 3,168 - Direct (1)(2) .0966
Chairman, First
Piedmont Corporation,
Chatham, VA,
waste management

James A. Motley (67) 1975 10,838 - Direct (1)(2) .3304
Retired Chairman and Chief 3,310 - Family .1009
Executive Officer of Relationship (4)
the Corporation and the
Bank since January 1,
1994; prior thereto
Chairman and Chief
Executive Officer of
the Corporation and the
Bank since January 1,
1993; prior thereto
President of the
Corporation and the Bank

Landon R. Wyatt, Jr. (70) 1965 4,540 - Direct (1) .1384
President, Wyatt Buick 26,418 - Family .8055
Sales Co., Danville, VA, Relationship (4)
automobile dealership

Directors of Class II to continue in office until 1998
Fred A. Blair (49) 1992 1,492 - Direct (1) .0455
President, Blair 225 - Family .0069
Construction, Inc., Relationship (3)
Gretna, VA, commercial
building contractor

E. Budge Kent, Jr. (57) 1979 6,687 - Direct (1) .2039
Senior Vice President & 491 - Family .0150
Assistant Secretary of Relationship (4)
the Corporation and
Senior Vice President &
Trust Officer of the
Bank

Fred B. Leggett, Jr. (59) 1994 8,304 - Direct (1)(2) .2532
Executive Vice President,
Belk-Leggett Co.,
Incorporated, Danville,
VA, retail department
store, since March 7,
1996; prior thereto,
Chairman and Chief
Executive Officer,
Leggett Stores,
Danville, VA, retail
department stores, since
December, 1994; prior
thereto, Executive Vice
President, Leggett Stores

Claude B. Owen, Jr. (50) 1984 5,416 - Direct (1) .1651
Chairman & Chief 2,100 - Family .0640
Executive Officer of Relationship (4)
DIMON Incorporated,
Danville, VA, leaf
tobacco & flowers, since
May, 1995; prior
thereto,
Chairman, President &
Chief Executive Officer,
Dibrell Brothers, Inc.,
Danville, VA, leaf
tobacco & flowers,
since July, 1993;
prior thereto,
Chairman & Chief Executive
Officer, Dibrell Brothers,
Inc.

All executive officers and directors, 214,112 - Direct (1)(2) 6.5282
including nominees and directors 42,321 - Family 1.2904
named above (16 in group) Relationship (3)(4)

(1) Individual exercises sole voting and investment power over
shares held.

(2) Shared voting and investment power.

(3) Sole voting and investment power as custodian for minor children.

(4) Can exercise no voting or investment power.
All of the above nominees and directors have been engaged in the
occupations listed during the last five years.

There exists no family relationship between any director or
nominee.

Mr. Owen and Mr. Barker are directors of DIMON Incorporated. Mr.
Owen is a director of Richfood Holdings Inc. Mr. Hudson is a director of
American Electric Power Company, Inc. Mr. Motley and Mr. Davenport are
directors of Intertape Polymer Group Inc. The stock of these corporations
is registered with the Securities and Exchange Commission.

EXECUTIVE OFFICERS

Mr. Charles H. Majors, Mr. H. Dan Davis and and Mr. E. Budge Kent, Jr.,
together with the three senior vice presidents listed below, are the
executive officers of the Corporation and the Bank.

Principal Occupation and
Name Age Business Experience

David Hyler 63 Senior Vice President and
Secretary & Treasurer of
the Corporation and Senior
Vice President and
Chief Financial
Officer of the Bank;
Officer of the Bank since
1969

Gilmer D. Jefferson 58 Senior Vice President and
Assistant Treasurer of the
Corporation and Senior Vice
President and Cashier of
the Bank; Officer of the
Bank since 1963

Carl T. Yeatts 57 Senior Vice President of
the Corporation and
Senior Vice President and
Senior Loan Officer of the
Bank; Officer of the
Bank since 1964

All executive officers serve one-year terms of office.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

The Board of Directors held 14 Board Meetings during the year 1995.
These meetings were either the Corporation Board Meetings and/or the Bank
Board Meetings. In addition to meeting as a group to review the
Corporation and Bank's business, certain members of the Board are appointed
to serve on
various standing committees. Among those committees are the Audit
Committee, Salary Committee and Directors' Nominating Committee. All
incumbent directors attended more than 75% of the aggregate of all meetings
of the Board of Directors and Committees on which they served.

Audit Committee. The Audit Committee, which currently consists of
Messrs. Blair, Davenport and Motley, reviews significant audit and
accounting principles, policies and practices, meets with the Corporation
and Bank's independent auditors to discuss the results of their annual
audit and reviews the performance of the internal auditing functions. The
Audit Committee held three meetings in 1995.

Salary Committee. The Salary Committee currently consists of
Messrs. Barkhouser, Bidgood, Hudson and Leggett. The Salary Committee
makes recommendations to the Board of Directors for officers' compensation
and promotions, directors' fees and related personnel matters. The Salary
Committee held two meetings in 1995.

Directors' Nominating Committee. The Committee's function is to
search for potential qualified directors, to review the qualifications of
potential directors as suggested by Directors, Management, Shareholders and
others, and to make recommendations to the entire Board for nominations of
such individuals to the shareholders. A shareholder may recommend nominees
for director by writing to the President of the Corporation and providing
the proposed nominee's full name, address, qualifications and other
relevant biographical information. Members of the present committee are
Messrs. Barkhouser, Owen and Wyatt. The Directors' Nominating Committee
held one meeting in 1995.

REPORT OF SALARY COMMITTEE ON EXECUTIVE COMPENSATION

The Salary Committee of the Board of Directors, which is
composed of four independent outside directors, is responsible for
making recommendations to the Board of Directors concerning
compensation. The Salary Committee considers a variety of factors
and criteria in arriving at its recommendations for compensation of
executive officers.

In making its recommendations regarding compensation, the
Committee attempts to align the interests of the shareholders with
those of the Bank's executive officers. The Committee believes that
increases in dividends and net equity improve shareholder market
value and, accordingly, compensation should be structured to enhance
the long-term profitability of the Bank.

Officer compensation generally consists of salary and
participation in the Bank's profit sharing plan. A description of
the profit sharing plan is included below in Note (2) under
Executive Compensation. Certain key executive officers are eligible
to participate in the Executive Compensation Continuation Plan
described below under "Deferred Compensation Plan". All
compensation is paid by the Bank and no officer receives any
additional compensation from the Corporation. There are no stock
options offered to employees.

In considering officer compensation (other than the Chief
Executive Officer), the Committee receives and considers
recommendations from the Chief Executive Officer. The Committee
conducts an annual evaluation of the performance and effectiveness
of the Chief Executive Officer. The Chief Executive Officer's
compensation then is determined by the Committee after consideration
of the Bank's performance and the resulting benefit to the
shareholders.

Salary Committee,

Richard G. Barkhouser
B. Carrington Bidgood
Lester A. Hudson, Jr.
Fred B. Leggett, Jr.

OTHER INFORMATION

Comparative Company Performance
The following graph compares American National Bankshares
Inc.'s cumulative total return to its shareholders with the returns
of two indexes for the five-year period ended December 31, 1995.
The two indexes are the S & P 500 Total Return published by Standard
& Poor's Corporation and the Independent Community Bank Index,
consisting of 21 independent banks located in the states of Florida,
Georgia, North Carolina, South Carolina, Tennessee and Virginia.
The Independent Community Bank Index is published by the Carson
Medlin Company.

Five Year Performance Index
1990 1991 1992 1993 1994 1995

AMERICAN NATIONAL BANKSHARES INC. 100 116 186 211 227 219
INDEPENDENT BANK INDEX 100 111 152 188 225 299
S&P 500 INDEX 100 131 141 155 157 215

Executive Compensation

Annual Compensation Long-Term Compensation

Awards Payouts

Name and Other Restricted Stock Long-Term All
Principal Bonus Annual Stock Options/ Incentive Other
Position Year Salary(1) (2) Compensation Awards SARs Payouts Comp.(3)

Charles H. 1995 118,665 27,479 N/A N/A N/A N/A 28,780
Majors 1994 108,140 23,095 N/A N/A N/A N/A 41,437
President 1993 100,641 19,426 N/A N/A N/A N/A 11,907
& Chief
Executive
Officer
(effective
January 1,
1994)

____________________________________

(1) Includes salary deferrals contributed by the employee to the 401(k)
Plan.

(2) Includes matching contributions to the 401(k) Plan made by the Bank.
Also includes payments in cash of profit-sharing (bonus)
participations. In 1995, the profit-sharing (bonus) plan provided that
an amount equal to 12.5% of the Bank's net income (after taxes, but
before deducting profit sharing and its related tax effect), less the
Bank's 401(k) contributions, be paid to officers and employees who are
in the Bank's employ on December 31, 1995. The total expense for the
plan for the year 1995 amounted to $543,309.
(3) All Other Compensation includes amounts set aside or accrued by the
Bank for the Retirement Plan and Executive Compensation
Continuation Plan.

(4) The Bank provided life insurance and disability insurance benefits
for all full-time officers and employees and hospitalization insurance
for such individuals on a contributory basis and the aggregate of
personal benefits paid for by the Bank for all such individuals did not
exceed $5,000 each in 1995.

(5) In 1995, each non-officer director received a monthly retainer fee
of $500 and attendance fees of $100 for each regular Board meeting and
$400 for each Committee meeting attended. The aggregate total amount
paid for the year 1995 was $104,600. Non-officer directors are excluded
from the Bank's retirement plan and, therefore, do not qualify for
pension benefits.

Retirement Plan. The Bank's retirement plan is a non-contributory
defined benefit pension plan which covers substantially all employees of
the Bank who are 21 years of age or older and who have had at least one
year of service. Advanced funding is accomplished by using the actuarial
cost method known as the collective aggregate cost method.

As of December 31, 1995, the normal retirement benefit formula was 1.3%
per year of service times compensation plus .65% per year of service
times compensation in excess of social security covered compensation.
At normal retirement, the monthly benefit is calculated based on any
consecutive five-year period which will produce the highest average rate
of basic monthly compensation. Bonuses are not included in the
definition of compensation. Cash benefits under the plan generally
commence on retirement at age 65, death, or termination of employment.

Partial vesting of the retirement benefits under the plan occurs after
three years of service and full vesting occurs after seven years of
service with the Bank.

The estimated annual benefits at retirement for the five executive
officers as of December 31, 1995 are as follows:

Estimated Annual Benefit
Name of Individual at Retirement

Charles H. Majors $ 35,118
President and
Chief Executive
Officer

E. Budge Kent, Jr., 41,785
Senior Vice President
and Asst. Secretary

Carl T. Yeatts, 39,015
Senior Vice President

Gilmer D. Jefferson, 37,357
Senior Vice President
and Asst. Treasurer

David Hyler, 34,501
Senior Vice President
and Secretary & Treasurer ________

$187,776

Deferred Compensation Plan. The Board of Directors of the Bank adopted
the Executive Compensation Continuation Plan, a non-contributory deferred
compensation plan, in 1982. Under the plan, certain key executives who,
in the opinion of the Directors, are making substantial contributions to
the overall growth and success of the Bank and who must be retained in
order to expand and continue satisfactory long term growth are eligible
to receive benefits afforded by the plan.

Under agreements with eligible key executives pursuant to this plan, if
any such executive dies or retires while employed by the Bank, such
executive or his designated beneficiary will receive annual payments
commencing at death or retirement and continuing for a period of 10
years. Charles H. Majors is entitled to an annual benefit of $50,000
under the plan. E. Budge Kent, Jr., Gilmer D. Jefferson, Carl T. Yeatts
and David Hyler are entitled to an annual benefit of $25,000 each under
the plan and the current executive officers as a group (5) are entitled
to annual benefits of $150,000 under the plan. Premiums in the aggregate
amount of $22,942 were paid in 1995.

401(k) Plan. Effective July 1, 1995, the Bank adopted a 401(k) Plan
which covers substantially all full-time employees who are 21 years of
age or older and who have had at least one year of service. An employee
may defer a portion of his or her salary, not to exceed the lesser of 15%
of compensation or $9,240. The Bank will make a matching contribution in
the amount of 50% of the first 6.0% of compensation so deferred.

Indebtedness of and Transactions with Management

Some of the directors and officers of the Corporation and the
companies with which they are associated were customers of, and had
banking transactions with, the Bank in the ordinary course of the Bank's
business during 1995. All loans and commitments to loan included in such
transactions were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and, in the opinion of the
management of the Bank, do not involve more than a normal risk of
collectibility or present other unfavorable features.

During the year 1995, the highest aggregate amount of outstanding
loans, direct and indirect, to the directors and officers was $14,566,974
or 43% of equity capital and this peak amount occurred on September 30,
1995.

Independent Public Accountants

The Board of Directors of the Corporation, pursuant to the
recommendation of its Audit Committee, selected Arthur Andersen, L.L.P.,
independent public accountants, to audit the financial statements of the
Corporation and the Bank for the year 1995. Arthur Andersen, L.L.P. was
first engaged by the Bank in 1978 as its independent public accountant.

A representative of Arthur Andersen, L.L.P. will be present at the
shareholders' meeting and this representative will have an opportunity to
make a statement if he so desires. He will be available to respond to
appropriate questions.

Shareholder Proposals

Any shareholder proposal intended to be presented at next year's
Annual Meeting must be received at the principal office of the
Corporation (Post Office Box 191, Danville, Virginia 24543) for inclusion
in the proxy statement for the 1997 annual meeting not later than January
2, 1997. The proposals should be mailed to the Corporation by Certified
Return Receipt Requested mail.

Other Business
The Board of Directors knows of no other matters which may properly
be brought before the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, it is the intention of
the persons named in the enclosed form of proxy to vote such proxy in
accordance with their best judgement on such matters.

Annual Report

The Annual Report for the year ended December 31, 1995 accompanies
this Proxy Statement.

A copy of the Corporation's Annual report to the Securities and
Exchange Commission on Form 10-K may be obtained without charge by any
beneficial owner of the Corporation's Common Stock upon written request
to Charles H. Majors, President and Chief Executive Officer, American
National Bankshares Inc., P. O. Box 191, Danville, Virginia 24543.

By Order of the Board of Directors

Charles H. Majors
President and Chief
Executive Officer

March 29, 1996
12