UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~March~~May 2814, 2012

Potomac Bancshares, Inc.
(Exact Name of Registrant as Specified in Charter)

West Virginia
(State of Other Jurisdiction of Incorporation)

0-24958
(Commission File Number)

55-0732247
(IRS Employer Identification No.)

111 E. Washington St., PO Box 906, Charles Town WV 25414-0906
(Address of Principal Executive Offices) (Zip Code)

304-725-8431
Registrant’s telephone number, including area code

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 57 – ~~Corporate~~Regulation ~~Governance and~~FD ~~Management~~

Item 57.0201. ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Disclosure

~~Robert~~ Furnished F.as ~~Baronner~~Exhibit Jr99.,1 ~~President~~ and ~~CEO~~incorporated ofherein ~~Potomac~~by ~~Bancshares,~~reference ~~Inc.,~~is ~~announced~~the ~~Dean~~quarterly report to ~~Cognetti~~shareholders ascontaining ~~Senior~~a ~~Vice~~summary ~~President~~statement ~~and~~of ~~Chief~~operations ~~Financial~~for ~~Officer.~~the ~~Mr.~~three ~~Cognetti~~months ~~previously~~ended ~~was~~March ~~the~~31, ~~Interim~~2012, ~~Chief~~selected ~~Financial~~balance ~~Officer~~sheet ~~for~~information ~~Potomac~~as ~~Bancshares~~of March 31, ~~Inc.~~2012 ~~since~~and ~~August~~a ~~31,~~letter ~~2011~~from Robert F. ~~Potomac~~Baronner, ~~Bancshares~~Jr, ~~Inc.~~President isand ~~the~~CEO. ~~one~~The ~~bank~~document ~~holding company~~was ~~for~~mailed ~~Bank~~to ofstockholders ~~Charles~~on ~~Town~~or ~~located~~about inMay ~~Charles Town~~14, ~~West Virginia~~2012.

~~Mr.~~Item Cognetti, age 52, has over 25 years financial services experience including Senior Vice President/Mergers & Acquisitions Manager with BB&T in Winston-Salem, North Carolina, Manager of Financial Analysis with One Valley Bank (now known as BB&T) in Charleston, West Virginia, and Comptroller with One Valley Bank of Clarksburg, Clarksburg, West Virginia9. Mr01. ~~Cognetti~~Financial ~~was~~Statements recently the Owner of Waterford Business Group in Winston-Salem, North Carolina. Mr. Cognetti’s employment arrangement will be finalized at a later date. In addition, there are no reportable transactions with Mr. Cognetti or any of his relatives since the beginning of Potomac’s fiscal year beginning January 1, 2012, and ~~he is not related to any director or executive officer of Potomac. Mr. Cognetti is a graduate of Marquette University with a Bachelor of Science in Accounting and is a Certified Public Accountant.~~Exhibits

~~Pursuant~~ (c) toExhibits ~~the requirements of the~~ ~~Securities~~ 99.1 ~~Exchange~~Quarterly ~~Act~~Report ~~of 1934, the registrant has duly caused this report~~ to be ~~signed~~Shareholders ~~on its behalf by the undersigned hereunto duly authorized.~~

~~POTOMAC~~Pursuant ~~BANCSHARES~~to the requirements of the Securities and Exchange Act of 1934, ~~INC~~the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

~~/s/~~SIGNATURE ~~Robert F. Baronner, Jr. Robert F. Baronner, Jr., President and CEO March 28, 2012~~

2POTOMAC BANCSHARES, INC.

/s/ Robert F. Baronner, Jr.
Robert F. Baronner, Jr., President and CEO
May 14, 2012

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