Mail Stop 4561



							December 17, 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
Draft Amendment to Preliminary Proxy Statement on Schedule 14A
      File No. 000-23976
      Provided December 15, 2008


Dear Mr. Smith:

      We have reviewed your draft 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.




Terms of the Capital Purchase Program, page 4
1. In the penultimate sentence of the first paragraph clarify that
between 235 and 695 of 9% preferred shares will be issued under
the
program.


Pro Forma Financial Information, page 6
2. Please provide supporting worksheets and detailed calculations
for
the amounts presented in the pro forma financial statements.
Please
ensure that this information is cross-referenced to and reconciles
to
the individual specific pro forma financial statements.
3. Please tell us and revise as necessary to state if the line
item
"Discount on Warrant Preferred Stock" on your Balance Sheets
includes
any discount on the preferred stock. Your current disclosure
indicates that there is no attributable discount on preferred
stock.
4. Please revise your pro forma Income Statements and related
footnotes for each period presented to accrete the
discount/premium
resulting from this transaction using a constant effective
interest
method rather than the straight line method.
5. Please revise the column header to properly reflect your pro
forma
Income Statements for the period ended December 31, 2007.
Currently,
this column header states that these are pro forma Income
Statements
for the period ended December 31, 2008.
6. Please revise note 3 to separately disclose: the discount and
dividend amounts; that the values of the preferred, warrants, and
discount are the "relative fair values"; the discount rate
assumed;
and, the discount is accreted back to par value using a constant
effective interest method.



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



      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.

      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 17, 2008
Page 1