<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

     For the fiscal year ended                       Commission File Number
         December 31, 2001                                  000-31711

                    BOE FINANCIAL SERVICES OF VIRGINIA, INC.
             (Exact name of registrant as specified in its charter)

                     Virginia                             54-1980794
          (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)            Identification Number)

        323 Prince Street, Tappahannock, VA                   22560
     (Address of principal executive offices)              (Zip Code)

                                 (804) 443-4343
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                           Common Shares, no par value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.       [ ]

The aggregate market value of common stock held by non-affiliates of the issuer
as of March 25, 2002 was approximately $21,960,720.

The number of outstanding shares of the issuer's Common Stock, par value $5.00,
issued and outstanding as of March 25, 2002 was approximately 1,174,078.


                       DOCUMENTS INCORPORATED BY REFERENCE

The registrant's annual report to security holders for the fiscal year ended
December 31, 2001 (the "2001 Annual Report") referred to in Part II and Part
III.

The registrant's Proxy Statement for its 2002 Annual Meeting of Shareholders
which will be filed no later than 120 days following the Corporation's fiscal
year end.

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                                     PART I

INTRODUCTION

         Certain statements made in this Annual Report are not based on
historical facts, but are forward-looking statements. These statements can be
identified by the use of forward-looking terminology, such as "believes,"
"expects," "may," "will," "should," or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. These statements reflect the reasonable judgment of BOE Financial
Services of Virginia, Inc. (the "Corporation") with respect to future events and
are subject to risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. The Corporation
undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new developments or otherwise.

ITEM 1.  BUSINESS.

General

         On May 12, 2000, the stockholders of Bank of Essex (the "Bank") voted
in favor of a plan of share exchange pursuant to which the Bank became a
wholly-owned subsidiary of the Corporation which became a newly formed one-bank
holding company. (References herein to the "Corporation" shall include the
"Bank" unless the context otherwise requires.)

         Upon consummation of the share exchange and related reorganization
effective July 1, 2000, each outstanding common share of the Bank was exchanged
for one share of Corporation common stock, par value $5.00 per share. The
exchange of shares was a tax-free reorganization for federal income tax
purposes. The share exchange was accounted for on the same basis as a
pooling-of-interests and financial statements for prior periods are identical to
the financial statements of the Bank. Stockholders' equity has been restated to
reflect this transaction in all prior periods.

         The Corporation is a bank holding company, which owns all of the stock
of its sole subsidiary, the Bank. The headquarters of the Corporation are
located in Tappahannock, Virginia.

         The Bank was established in 1926 and is headquartered in Tappahannock,
Virginia. The Bank operates six full-service offices in Virginia, engages in a
general commercial banking business and provides a wide range of financial
services primarily to individuals and small businesses, including individual and
commercial demand and time deposit accounts, commercial and consumer loans,
travelers checks, safe deposit box facilities, investment services and fixed
rate residential mortgages.

         Essex Services, Inc. is a wholly owned subsidiary of the Bank and was
formed to sell title insurance to the Bank's mortgage loan customers. Essex
Services, Inc. also offers insurance products through an ownership interest in
Bankers Insurance, LLC and investment products through an affiliation with UVest
Investment Services.

                                      - 2 -

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         The Corporation's strategic plan is directed toward the enhancement of
its franchise value and operating profitability by increasing its asset size and
expanding its customer base. Accordingly, the Bank expanded into Hanover County
in 1992, purchased the Bank's fifth branch office in West Point, Virginia from a
regional bank in February 1996 and, in June 1999 opened its sixth office, in
Henrico County near Virginia Center Commons. Since its opening in 1992, the
Bank's Hanover County branch has experienced the strongest deposit growth of the
Bank's branches. According to the U.S. Census Bureau, Hanover County's
population has grown 36.4% and Henrico County's population has grown 20.4% from
1990 to 2000 compared to a 14.4% growth for the Commonwealth of Virginia over
the same time period. In furtherance of its expansion strategy, the Bank, in
June of 1999, opened its newest office near Virginia Center Commons, one of the
largest shopping malls in the Richmond metropolitan area, on Route 1 in Henrico
County.

         Management believes that its most significant profitable growth
opportunities will continue to be in the greater Richmond metropolitan area.
Furthermore, management believes that the trend toward consolidation of the
banking industry and the closings and acquisitions of financial institutions in
the Corporation's service area, and in particular the Richmond metropolitan
area, have created and will continue to create opportunities for the Corporation
to grow its branching network and customer base in these markets.

         The Corporation's expansion efforts have contributed to its growth and
improved profitability. Total assets have increased from $70.6 million at the
end of 1992 to $217.2 million at December 31, 2001. Net income has grown from
$947,000 in 1996 to 2,007,000 in 2001. Net income for 2001 was up 8.9% over
2000. Earnings per share over the same period was $1.71, up from $1.58 for the
comparable period in 2000. The Corporation's return on assets was 1.00% in 2001
and 1.01% in 2000. Return on equity was 10.97% in 2001 and 11.38% in 2000.
Earnings were effected by a 11.98% growth in assets.

         The Corporation has experienced strong loan growth during the last five
years. Loan growth has come principally from rate sensitive commercial loans and
mortgage loans, which has served to mitigate the Corporation's interest rate
risk. Despite the strong growth in the Corporation's loan portfolio, the level
of non-performing assets has remained low.

Regulation and Supervision

         Bank holding companies and banks operate in a highly regulated
environment and are regularly examined by federal and state regulators. The
following description briefly discusses certain provisions of federal and state
laws and certain regulations and the potential impact of such provisions on the
Corporation and the Bank. These federal and state laws and regulations have been
enacted for the protection of depositors in national and state banks and not for
the protection of stockholders of bank holding companies or banks.

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Bank Holding Companies

         As a result of the share exchange previously discussed, the Bank became
a subsidiary of the Corporation, and the Corporation registered as a bank
holding company under the Bank Holding Company Act of 1956, as amended (the
"BHCA"), and became subject to regulation by the Board of Governors of the
Federal Reserve. The Federal Reserve System (the "Federal Reserve") has
jurisdiction under the BHCA to approve any bank or nonbank acquisition, merger
or consolidation proposed by a bank holding company. The BHCA generally limits
the activities of a bank holding company and its subsidiaries to that of
banking, managing or controlling banks, or any other activity which is so
closely related to banking or to managing or controlling banks as to be a proper
incident thereto.

         Federal law permits bank holding companies from any state to acquire
banks and bank holding companies located in any other state. The law allows
interstate bank mergers, subject to "opt-in or opt-out" action by individual
states. Virginia adopted early "opt-in" legislation that allows interstate bank
mergers. These laws also permit interstate branch acquisitions and de novo
branching in Virginia by out-of-state banks if reciprocal treatment is accorded
Virginia banks in the state of the acquirer.

         There are a number of obligations and restrictions imposed on bank
holding companies and their depository institution subsidiaries by federal law
and regulatory policy that are designed to reduce potential loss exposure to the
depositor of such depository institutions and to the FDIC insurance fund in the
event the depository institution becomes in danger of default or in default. For
example, under a policy of the Federal Reserve with respect to bank holding
company operations, a bank holding company is required to serve as a source of
financial strength to its subsidiary depository institutions and to commit
resources to support such institutions in circumstances where it might not do so
otherwise. In addition, the "cross-guarantee" provisions of federal law require
insured depository institutions under common control to reimburse the FDIC for
any loss suffered or reasonably anticipated by either the Savings Association
Insurance Fund ("SAIF") or the Bank Insurance Fund ("BIF") as a result of the
default of a commonly controlled insured depository institution in danger of
default. The FDIC may decline to enforce the cross-guarantee provisions if it
determines that a waiver is in the best interest of the SAIF or the BIF or both.
The FDIC's claim for reimbursement is superior to claims of stockholders of the
insured depository institution or its holding company but is subordinate to
claims of depositors, secured creditors and holders of subordinated debt (other
than affiliates) of the commonly controlled insured depository institution.

         The Federal Deposit Insurance Act ("FDIA") also provides that amounts
received from the liquidation or other resolution of any insured depository
institution by any receiver must be distributed (after payment of secured
claims) to pay the deposit liabilities of the institution prior to payment of
any other general or unsecured senior liability, subordinated liability, general
creditor or stockholders in the event a receiver is appointed to distribute the
assets of the Bank.

                                      - 4 -

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         The Corporation was required to register in Virginia with the State
Corporation Commission (the "SCC") under the financial institution holding
company laws of Virginia. Accordingly, the Corporation is subject to regulation
and supervision by the SCC.

         The Corporation is also subject to the periodic reporting requirements
of the Securities Exchange Act of 1934, as amended, including but not limited
to, filing annual, quarterly, and other current reports with the Securities and
Exchange Commission.

The Gramm-Leach-Bliley Act of 1999

         The Gramm-Leach-Bliley Act of 1999 (the "Act") was enacted on November
12, 1999. The Act draws new lines between the types of activities that are
permitted for banking organizations as financial in nature and those that are
not permitted because they are commercial in nature. The Act imposes Community
Reinvestment Act requirements on financial service organizations that seek to
qualify for the expanded powers to engage in broader financial activities and
affiliations with financial companies that the Act permits.

         The Act creates a new form of financial organization called a financial
holding company that may own and control banks, insurance companies and
securities firms. A financial holding company is authorized to engage in any
activity that is financial in nature or incidental to an activity that is
financial in nature or is a complementary activity. These activities include
insurance, securities transactions and traditional banking related activities.
The Act establishes a consultative and cooperative procedure between the Federal
Reserve and the Secretary of the Treasury for the designation of new activities
that are financial in nature within the scope of the activities permitted by the
Act for a financial holding company. A financial holding company must satisfy
special criteria to qualify for the expanded financial powers authorized by the
Act. Among those criteria are requirements that all of the depository
institutions owned by the financial holding company be rated as well-capitalized
and well-managed and that all of its insured depository institutions have
received a satisfactory ratio for Community Reinvestment Act compliance during
their last examination. A bank holding company that does not qualify as a
financial holding company under the Act is generally limited in the types of
activities in which it may engage to those that the Federal Reserve has
recognized as permissible for bank holding companies prior to the date of
enactment of the Act. The Act also authorizes a state bank to have a financial
subsidiary that engages as a principal in the same activities that are permitted
for a financial subsidiary of a national bank if the state bank meets
eligibility criteria and special conditions for maintaining the financial
subsidiary.

         The Act repeals the prohibition in the Glass-Steagall Act on bank
affiliations with companies that are engaged primarily in securities
underwriting activities. The Act authorizes a financial holding company to
engage in a wide range of securities activities,

                                      - 5 -

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including underwriting, broker/dealer activities and investment company and
investment advisory activities.

         The Act provides additional opportunities for financial holding
companies to engage in activities that are financial in nature or incidental to
an activity that is financial in nature or complementary thereto provided that
any such financial holding company is willing to comply with the conditions,
restrictions and limitations placed on financial holding companies contained in
the Act and the regulations to be adopted under the Act. Financial in nature
activities include: securities underwriting, dealing and market making,
sponsoring mutual funds and investment companies, insurance underwriting and
agency, merchant banking, and activities that the Federal Reserve Board, in
consultation with the Secretary of the Treasury, determines from time to time to
be so closely related to banking or managing or controlling banks as to be
proper incidents thereto.

         Under the Act, federal banking regulators are required to adopt rules
that will limit the ability of banks and other financial institutions to
disclose non-public information about consumers to nonaffiliated third parties.
These limitations will require disclosure of privacy policies to consumers and,
in some circumstances, will allow consumers to prevent disclosure of certain
personal information to a nonaffiliated third party. Pursuant to these rules,
effective July 1, 2001, financial institutions must provide: initial notices to
customers about their privacy policies, describing the conditions under which
they may disclose nonpublic personal information to nonaffiliated third parties
and affiliates; annual notices of their privacy policies to current customers;
and a reasonable method for customers to "opt out" of disclosures to
nonaffiliated third parties. These privacy provisions will affect how consumer
information is transmitted through diversified financial companies and conveyed
to outside vendors. It is not possible at this time to assess the impact of the
privacy provisions on the Corporation's financial condition or results of
operations.

Credit Policies

         The Corporation follows written policies and procedures to enhance
management of credit risk. The loan portfolio is managed under a specifically
defined credit process. This process includes formulation of portfolio
management strategy, guidelines for underwriting standards and risk assessment,
procedures for ongoing identification and management of credit deterioration,
and regular portfolio reviews to estimate loss exposure and ascertain compliance
with the Corporation's policies. Lending authority is granted to individual
lending officers with the current highest limit being $250,000 for either
secured or unsecured loans. A Loan Committee compromised of five loan officers
can approve credits of up to $500,000. Approval of such credits requires a
majority vote of the Loan Committee. The Executive Committee of the Board of
Directors, meeting monthly, can approve loans up to $750,000. All other loans
must be approved by the Board of Directors.

         The Corporation's management generally requires that secured loans have
a loan-to-value ratio of 85% or less. Management believes that when a borrower
has significant

                                      - 6 -

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equity in the assets securing the loan, the borrower is less likely to default
on the outstanding loan balance.

         A major element of credit risk management is diversification. The
Corporation's objective is to maintain a diverse loan portfolio to minimize the
impact of any single event or set of circumstances. Concentration parameters are
based on factors of individual risk, policy constraints, economic conditions,
collateral and product type.

         Lending activities include a variety of consumer, real estate and
commercial loans with a strong emphasis on serving the needs of customers within
the Corporation's market territory. Consumer loans are made primarily on a
secured basis in the form of installment obligations or personal lines of
credit. The focus of real estate lending is single family residential mortgages,
but also includes home improvement loans, construction lending and home equity
lines of credit. Commercial lending is provided to businesses seeking credit for
working capital, the purchase of equipment and facilities and commercial
development.

Market Area

         The Corporation's six offices serve a diverse market from the edge of
the City of Richmond in Hanover and Henrico Counties to Tappahannock, Virginia
on the Rappahannock River in Essex County. From suburban Hanover and Henrico
Counties, the market area is primarily rural along Route 360 through King
William and King and Queen counties into Essex County. The Corporation's
management believes Route 360 is a developing growth corridor from Richmond to
the east. Tappahannock is approximately 40 miles from downtown Richmond and
about one hour from Fredericksburg. Through its Tappahannock branches, the
Corporation also serves the central portions of the Middle Peninsula and the
upper Northern Neck of Virginia. Through its West Point office, the Corporation
serves portions of the Middle Peninsula of Virginia.

         Because the Corporation's market area has historically been rural, many
business activities are related to the agricultural and forest products
industries. However, the Corporation's expansion strategy has been directed at
higher growth markets with concentrations of retail commerce and light industry,
which has created a more balanced market.

Competition

         Within the Richmond, Middle Peninsula and upper Northern Neck areas,
the Corporation operates in a highly competitive environment, competing for
deposits and loans with commercial corporations, savings and loans and other
financial institutions, including non-bank competitors, many of which possess
substantially greater financial resources than those available to the
Corporation. Many of these institutions have significantly higher lending limits
than the Corporation. In addition, there can be no assurance that other
financial institutions, with substantially greater resources than the
Corporation, will not establish operations in the Corporation's service area.

                                      - 7 -

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         In Essex County, the Corporation commands 38.96% of the deposits in the
market, according to the most recently available survey of deposits by the FDIC
(June 30, 2001) and is the second largest corporation headquartered in Essex
County. Serving the middle portion of King William County, the branches at
Central Garage and West Point have experienced steady growth, reaching 21.72% of
the deposits in the King William County market as of the June 30, 2001 FDIC
survey of deposits, while competing with previously established branches. The
Corporation's office located on Route 360 in eastern Hanover County, east of
Mechanicsville, has experienced strong growth while competing against other
community corporations and established offices of statewide corporations in the
vicinity.

Employees

         At December 31, 2001, the Corporation had 76 full-time equivalent
employees. None of its employees is represented by any collective bargaining
unit. The Corporation considers relations with its employees to be good.

ITEM 2.  DESCRIPTION OF PROPERTY.

The principal office of the Corporation and the Bank is located at 323 Prince
Street, Tappahannock, Virginia 22560. The Bank has operated a branch in the
Tappahannock Towne Center in Tappahannock since 1981. In November 1988, the Bank
opened the King William office at Central Garage near Manquin in King William
County. The fourth facility, the East Hanover office, opened in August 1992, on
Route 360 east of Mechanicsville in Hanover County. In February of 1996, the
Bank opened its fifth office in West Point, Virginia in King William County. In
June 1999, the Bank opened its sixth office in Henrico County near Virginia
Center Commons. This office houses other lines of business such as the
commercial department, fixed rate mortgages and investment services. In June of
1990, the Bank purchased several acres of land in Tappahannock, Virginia, which
may be the future site of the executive offices of the Corporation. The
Corporation or the Bank owns all of its properties.

ITEM 3.  LEGAL PROCEEDINGS.

         In the course of its operations, the Corporation is party to various
legal proceedings. Based upon information currently available, and after
consultation with its general counsel, management believes that such legal
proceedings, in the aggregate, will not have a material adverse effect on the
Corporation's business, financial position or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters submitted to the stockholders for their vote
during the quarter ended December 31, 2001.

                                      - 8 -

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                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)      Market Information. The Corporation's Common Stock was approved for
trading on the Nasdaq SmallCap Market on December 18, 1997 under the symbol
"BSXT."

         The following table indicates the high and low bid prices for the
Common Stock as reported on the NASDAQ SmallCap Market for the quarterly periods
indicated:

         2001                                 High          Low
         ----                                 -----------------
Fourth Quarter                               $18.50      $15.00
Third Quarter                                 17.50       15.00
Second Quarter                                16.50       13.50
First Quarter                                 15.25       12.25

         2000                                 High          Low
         ----                                 -----------------
Fourth Quarter                               $13.50      $11.00
Third Quarter                                 14.00       10.75
Second Quarter                                13.50       11.18
First Quarter                                 14.25       11.00

(b)      Holders. At December 31, 2001, there were 1,174,078 shares of Common
Stock of the Corporation outstanding held by approximately 1,100 holders of
record.

(c)      Dividends. The Corporation began paying cash dividends in 1944 and
semi-annual cash dividends in 1989. The Board of Directors intends to continue
its present policy of paying semi-annual cash dividends on the Common Stock when
justified by the financial condition of the Corporation. The timing and amount
of future dividends, if any, will depend on general business conditions
encountered by the Corporation, its earnings, its financial condition and cash
and capital requirements, governmental regulations and other such factors as the
Board of Directors may deem relevant. The following table sets forth the
semi-annual and total cash dividends paid per share for the period for 2001 and
2000.

                                                           Total Annual
             1st Semi-Annual        2nd Semi-Annual         Dividends
              Dividend Paid          Dividend Paid            Paid
Year           Per share/(1)/        per share/(1)/         per share
2001               $0.24                 $0.26                $0.50
2000               $0.23                 $0.24                $0.47

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_________________
        /(1)/     The Corporation generally pays its semi-annual dividends in
June and December.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The information required by Item 6 is included on pages 21 through 29
of the registrant's Annual Report to its shareholders for the year ended
December 31, 2001 under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and is incorporated herein by
reference.

ITEM 7.  FINANCIAL STATEMENTS.

         The information required by Item 7 is included on pages 6 through 20
of the registrant's Annual Report to its shareholders for the year ended
December 31, 2001 and is incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE   WITH SECTION 16(A) OF THE EXCHANGE ACT.

         Certain information with respect to the Corporation's directors is
incorporated by reference to the Corporation's Proxy Statement for its 2002
annual meeting of shareholders (the "Proxy Statement") which will be filed no
later than 120 days following the Corporation's fiscal year end.

         Set forth below is certain information with respect to the
Corporation's principal executive officers:

         K. Wayne  Aylor,  59, is Vice President and Senior Credit Officer.
Mr. Aylor joined the Company in February 2002. Prior to joining the Company
Mr. Aylor served as Vice  President  and Senior  Credit  Officer with Community
Bankers in Richmond, Virginia since February 1989.

         Bonnie S. Courtney, 48, is Vice President of Operations. Mrs. Courtney
has held various positions with the Corporation since 1981.

         George M. Longest,  Jr., 41, became President and Chief Executive
Officer of the Corporation on January 1, 1999. Prior to assuming his present
position, Mr. Longest had

                                      - 10 -

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been Senior Vice President and Senior Loan Officer since February 1989. Mr.
Longest has served as a director of the Corporation since 1999.

         Suzanne S. Rennolds, 52, is Vice President, Human Resources, Branch
Administration and has been employed by the Corporation since December 1980.

         Bruce E. Thomas, 38, is Senior Vice President, Chief Financial Officer
and Corporate Secretary and has been employed by the Corporation since October
1990.

         Terrell D. Vaughan, 55, is Senior Vice President, Commercial Lending
and has been employed by the Corporation since April 1, 1998. Prior to that
time, Mr. Vaughan had been a commercial lender and business development officer
at Hanover Bank for at least five years.

ITEM 10. Executive Compensation.

         The response to this Item is incorporated by reference to the
registrant's Prozy Statement which will be filed no later than 120 days
following the Corporation's fiscal year end.

ITEM 11. Security Ownership of Certain Beneficial Owners and Management.

         The information required by Item 11 is incorporated by reference to
the registrant's Proxy Statement which will be filed no later than 120 days
following the Corporation's fiscal year end.

ITEM 12. Certain Relationships and Related Transactions.

         The information required by Item 12 is incorporated by reference to
the registrant's Proxy Statement which will be filed no later than 120 days
following the Corporation's fiscal year end.

ITEM 13. Exhibits and Reports on Form 8-K.

(a) Exhibit Listing

     Exhibit
     Number    Description
     ------    -----------
       2     Agreement and Plan of Reorganization (the "Reorganization
             Agreement") dated as of March 20, 2000 between the Corporation
             and Bank. Exhibit A of the Proxy Statement included in Form S-4
             Registration Statement filed March 24, 2000, incorporated by
             reference).
       3(a)  Articles of Incorporation of the Corporation (Appendix 1 to
             Exhibit A of the Proxy Statement included in Form S-4 Registration
             Statement filed March 24, 2000, incorporated by reference).

                                      - 11 -

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       3(b)  Bylaws (Appendix 2 to Exhibit A of the Proxy Statement included
             in Form S-4 Registration Statement filed March 24, 2000,
             incorporated by reference).

       10(a) The Corporation's Stock Incentive Plan (Appendix 3 to Exhibit A of
             the Proxy Statement included in Form S-4 Registration Statement
             filed March 24, 2000, incorporated by reference).

       10(b) First Amendment to the Corporation's Stock Incentive Plan (Exhibit
             99(b) to Form S-8 Registration Statement filed November 8, 2000,
             incorporated by reference).

       10(c) The Corporation's Stock Option Plan for Outside Directors (Appendix
             4 to Exhibit A of the Proxy Statement included in Form S-4
             Registration Statement filed March 24, 2000, incorporated by
             reference).

       10(d) First Amendment to the Corporation's Stock Option Plan for Outside
             Directors (Exhibit 99(d) to Form S-8 Registration Statement filed
             November 8, 2000, incorporated by reference).

       13    The Corporation's 2001 Annual Report to Shareholders (filed
             herewith).

       21    Subsidiaries of the Registrant.

       23    Consent of Yount, Hyde & Barbour, P.C.

       99.1  BOE Financial Services Dividend Reinvestment Plan (Incorporated by
             reference  to  the Registrant's Registration Statement  on Form
             S-3D filed November 8, 2000.)

(b) No reports on Form 8-K were filed during 2001.

                                      - 12 -

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                                   SIGNATURES
                                   ----------

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the town of
Tappahannock, State of Virginia, on March 28, 2002.

                   BOE FINANCIAL SERVICES OF VIRGINIA, INC.

By:  /s/ Bruce E. Thomas
   -------------------------
   Bruce E. Thomas
   Senior Vice President and Chief Financial Officer

Date: March 28, 2002

          Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities indicated.

          SIGNATURE                        TITLE
          ---------                        -----
/s/ George M. Longest, Jr.         President, Chief Executive Officer
----------------------------       and Director (Principal Executive
George M. Longest, Jr.             Officer)

/s/ Bruce E. Thomas                Senior Vice President, Chief
----------------------------       Financial Officer and
Bruce E. Thomas                    Corporate Secretary
                                   (Principal Financial and
                                   Accounting Officer)

/s/ Alexander F. Dillard, Jr.      Chairman of the Board
----------------------------
Alexander F. Dillard, Jr.

/s/ R. Harding Ball                Director
----------------------------
R.  Harding Ball

/s/ R. Tyler Bland, III            Director
-----------------------------
R. Tyler Bland, III

/s/ L. McCauley Chenault           Director
----------------------------
L. McCauley Chenault

                                      - 13 -

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/s/ Michael B. Chenault            Director
----------------------------
Michael B. Chenault

/s/ Frances H. Ellis               Director
----------------------------
Frances H. Ellis

/s/ George B. Elliott              Director
----------------------------
George B. Elliott

/s/ Robert F. Hutchinson           Director
----------------------------
Robert F. Hutchinson

/s/ Philip T. Minor                Director
----------------------------
Philip T. Minor

                                   Director
----------------------------
William Guy Townsend

                                      - 14 -