UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

                                       or

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                           Commission File No. 2-25805

                            Fauquier Bankshares, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Virginia                                            54-1288193
--------------------------------------------------------------------------------
 (State or other jurisdiction )                         (I.R.S. Employer
of incorporation or organization                       Identification No.)

10 Courthouse Square       Warrenton, Virginia                        20186
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


                                 (540) 347-2700
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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
                                               -----     ------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date:  1,771,311 shares of
common stock, par value $3.13 per share, were outstanding as of July 31, 2000.


<PAGE>


                            Fauquier Bankshares, Inc.

                                      INDEX

<TABLE>
<CAPTION>
Part I.  FINANCIAL INFORMATION
                                                                                                                         Page
                                                                                                                         ----
<S>            <C>                                                                                                       <C>
   Item 1.      Financial Statements

                Consolidated Balance Sheets as of June 30, 2000 (unaudited) and December 31, 1999                           3

                Consolidated Statements of Income (unaudited) for the Three Months Ended June 30, 2000 and 1999             4

                Consolidated Statements of Income (unaudited) for the Six Months Ended June 30, 2000 and 1999               5

                Consolidated   Statements  of  Changes  in  Stockholders'  Equity (unaudited) for the Six Months
                Ended June 30, 2000 and 1999                                                                                6

                Consolidated  Statements  of Cash Flows  (unaudited)  for the Six Months Ended June 30, 2000 and 1999       7

                Notes to Condensed Consolidated Financial Statements                                                        8

   Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations                      11

   Item 3.      Quantitative and Qualitative Disclosures about Market Risk                                                 15


Part II. OTHER INFORMATION

   Item 1.      Legal Proceedings                                                                                          16

   Item 2.      Changes in Securities and Use of Proceeds                                                                  16

   Item 3.      Defaults Upon Senior Securities                                                                            16

   Item 4.      Submission of Matters to a Vote of Security Holders                                                        16

   Item 5.      Other Information                                                                                          16

   Item 6.      Exhibits and Reports on Form 8-K                                                                           17

   SIGNATURES                                                                                                              18

</TABLE>


<PAGE>


                         PART I. FINANCIAL INFORMATION


ITEM 1.           FINANCIAL STATEMENTS


                   FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                             JUNE 30, 2000      DECEMBER 31, 1999
                                                                           -----------------    -----------------
<S>                                                                        <C>                  <C>
ASSETS
Cash and due from banks                                                    $      11,254,097    $      10,697,343
Interest-bearing deposits in other banks                                              19,026              278,123
Federal funds sold                                                                     1,000           14,010,000
Securities (fair value: 2000, $16,589,090; 1999, $18,752,504)                     16,620,613           18,779,388
Loans, net of allowance for loan losses of $2,565,838
  in 2000 and $2,284,348 in 1999                                                 193,327,318          181,503,312
Bank premises and equipment, net                                                   5,494,037            5,594,248
Accrued interest receivable                                                        1,108,206            1,097,562
Other assets                                                                       3,728,695            1,247,649
                                                                           -----------------    -----------------
                Total assets                                               $     231,552,992    $     233,207,625
                                                                           =================    =================



LIABILITIES
Deposits:
  Noninterest-bearing                                                      $      38,513,644    $      33,045,513
  Interest-bearing                                                               155,436,269          154,227,161
                                                                           -----------------    -----------------
     Total deposits                                                        $     193,949,913    $     187,272,674
Federal Home Loan Bank advances                                                   13,000,000           23,000,000
Dividends payable                                                                    283,970              285,770
Other liabilities                                                                  2,147,341            1,464,826
Commitments and contingent liabilities                                                     -                    -
                                                                           -----------------    -----------------
                Total liabilities                                          $     209,381,224    $     212,003,270
                                                                           -----------------    -----------------



SHAREHOLDERS' EQUITY
Common stock, par value, $3.13; authorized 8,000,000 shares;
  issued and outstanding, 2000, 1,774,811 shares; 1999, 1,774,037 shares           5,555,158            5,552,736
Retained earnings                                                                 16,958,627           16,019,525
Accumulated other comprehensive (loss)                                              (342,017)            (367,906)
                                                                           -----------------    -----------------
                Total shareholders' equity                                 $      22,171,768    $      21,204,355
                                                                           -----------------    -----------------

                Total liabilities and shareholders' equity                 $     231,552,992    $     233,207,625
                                                                           =================    =================
</TABLE>



See Accompanying Notes to Consolidated Financial Statements.


                                      3
<PAGE>


                   FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                       2000         1999
                                                                    ----------   ----------
<S>                                                                 <C>          <C>
INTEREST INCOME
 Interest and fees on loans                                         $4,096,871   $3,678,295
 Interest on investment securities:
  Taxable interest income                                               39,108       55,863
  Interest income exempt from federal income taxes                      25,842       28,153
 Interest and dividends on securities available for sale:
  Taxable interest income                                              139,279      338,738
  Interest income exempt from federal income taxes                      11,663       13,393
  Dividends                                                             39,328       52,275
 Interest on federal funds sold                                         47,652      121,896
 Interest on deposits in other banks                                     1,231        3,866
                                                                    ----------   ----------
  Total interest income                                              4,400,974    4,292,479
                                                                    ----------   ----------

INTEREST EXPENSE
 Interest on deposits                                                1,199,749    1,252,767
 Interest on Federal Home Loan Bank advances                           179,315      233,450
                                                                    ----------   ----------
  Total interest expense                                             1,379,064    1,486,217
                                                                    ----------   ----------

  Net interest income                                                3,021,910    2,806,262

Provision for loan losses                                              152,499      225,000
                                                                    ----------   ----------

  Net interest income after
    provision for loan losses                                        2,869,411    2,581,262
                                                                    ----------   ----------

OTHER INCOME
 Trust Department income                                               128,842      132,818
 Service charges on deposit accounts                                   381,643      329,643
 Other service charges, commissions and fees                           201,768      150,725
                                                                    ----------   ----------
  Total other income                                                   712,253      613,186
                                                                    ----------   ----------

OTHER EXPENSES
 Salaries and employees' benefits                                    1,014,409      910,731
 Net occupancy expense of premises                                     111,437      116,442
 Furniture and equipment                                               209,365      191,267
 Marketing and business development                                    110,414       80,680
 Bank card                                                             107,852       98,323
 Professional and consulting fees                                      321,218      148,530
 Data processing                                                       155,877      155,690
 Non-loan charge-offs                                                   68,876       60,675
 Postage                                                                48,077       32,244
 Supplies                                                               29,353       23,722
 Taxes, other than income                                               60,722       59,006
 Telephone                                                              43,836       59,505
 Other operating expenses                                              214,757      164,426
                                                                    ----------   ----------
  Total other expenses                                               2,496,193    2,101,241
                                                                    ----------   ----------
  Income before income taxes                                         1,085,471    1,093,207

Income tax expense                                                     341,674      302,000
                                                                    ----------   ----------

  Net income                                                        $  743,797   $  791,207
                                                                    ==========   ==========

EARNINGS PER SHARE, basic                                           $     0.42   $     0.44
                                                                    ==========   ==========

EARNINGS PER SHARE, assuming dilution                               $     0.41   $     0.43
                                                                    ==========   ==========
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>

                   FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                         2000            1999
                                                                    -------------   -------------
<S>                                                                 <C>             <C>
INTEREST INCOME
 Interest and fees on loans                                         $   8,018,937   $   7,088,891
 Interest on investment securities:
  Taxable interest income                                                  82,768         116,649
  Interest income exempt from federal income taxes                         52,181          57,326
 Interest and dividends on securities available for sale:
  Taxable interest income                                                 240,996         546,535
  Interest income exempt from federal income taxes                         24,927          25,139
  Dividends                                                                56,315          75,684
 Interest on federal funds sold                                           200,602         291,347
 Interest on deposits in other banks                                        3,686          27,688
                                                                    -------------   -------------
  Total interest income                                                 8,680,412       8,229,259
                                                                    -------------   -------------

INTEREST EXPENSE
 Interest on deposits                                                   2,349,264       2,583,309
 Interest on Federal Home Loan Bank advances                              476,887         470,577
                                                                    -------------   -------------
  Total interest expense                                                2,826,151       3,053,886
                                                                    -------------   -------------

  Net interest income                                                   5,854,261       5,175,373

Provision for loan losses                                                 319,998         460,000
                                                                    -------------   -------------

  Net interest income after
    provision for loan losses                                           5,534,263       4,715,373
                                                                    -------------   -------------

OTHER INCOME
 Trust Department income                                                  257,715         313,004
 Service charges on deposit accounts                                      740,433         583,216
 Other service charges, commissions and fees                              372,559         313,822
                                                                    -------------   -------------
  Total other income                                                    1,370,707       1,210,042
                                                                    -------------   -------------

OTHER EXPENSES
 Salaries and employees' benefits                                       2,028,517       1,844,427
 Net occupancy expense of premises                                        217,956         206,115
 Furniture and equipment                                                  408,165         402,341
 Marketing and business development                                       165,934         155,347
 Bank card                                                                198,809         178,904
 Professional and consulting                                              460,032         247,208
 Data processing                                                          308,057         293,621
 Non-loan charge-offs                                                     218,773         137,523
 Postage                                                                   70,123          74,636
 Supplies                                                                  50,618          55,188
 Taxes, other than income                                                 119,723         118,509
 Telephone                                                                 84,953         114,729
 Other operating expenses                                                 413,852         363,014
                                                                    -------------   -------------
  Total other expenses                                                  4,745,512       4,191,562
                                                                    -------------   -------------
  Income before income taxes                                            2,159,458       1,733,853


Income tax expense                                                        682,674         512,000
                                                                    -------------   -------------

  Net income                                                        $   1,476,784   $   1,221,853
                                                                    =============   =============

EARNINGS PER SHARE, basic                                           $        0.83   $        0.67
                                                                    =============   =============

EARNINGS PER SHARE, assuming dilution                               $        0.82   $        0.67
                                                                    =============   =============
</TABLE>



See Accompanying Notes to Consolidated Financial Statements.

                                       5
<PAGE>


                   FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                      ACCUMULATED
                                                                                         OTHER
                                                  COMMON       CAPITAL    RETAINED    COMPREHENSIVE   COMPREHENSIVE
                                                  STOCK        SURPLUS    EARNINGS       INCOME           INCOME        TOTAL
                                               ----------------------------------------------------------------------------------
<S>                                            <C>             <C>      <C>             <C>             <C>          <C>
BALANCE, DECEMBER 31, 1998                     $  5,752,220         -   $ 15,432,062    $     (7,446)                $ 21,176,836
Comprehensive income:
  Net income                                              -         -      1,221,853               -    $1,221,853      1,221,853
  Other comprehensive income (loss)
    net of tax:
    Unrealized holding losses on securities
      available for sale, net of deferred
      income taxes of ($101,178)                                    -              -        (196,405)     (196,405)      (196,405)
                                                                                                        ----------
  Total comprehensive income                              -         -              -               -    $1,025,448              -
                                                                                                        ==========
Cash dividends                                            -         -       (488,831)              -                     (488,831)
Acquisition of 39,023 shares of common stock       (122,142)        -       (621,746)              -                     (743,888)
                                               ------------    ------   ------------    ------------                 ------------
BALANCE, JUNE 30, 1999                         $  5,630,078       $ -   $ 15,543,338    $   (203,851)                $ 20,969,565
                                               ============    ======   ============    ============                 ============


BALANCE, DECEMBER 31, 1999                     $  5,552,736             $ 16,019,525    $   (367,906)                $ 21,204,355
Comprehensive income:
  Net income                                              -         -      1,476,784               -    $1,476,784      1,476,784
  Other comprehensive income (loss)
    net of tax:
    Unrealized holding gains on securities
      available for sale, net of deferred
      income taxes of $13,337                             -         -              -          25,889        25,889         25,889
                                                                                                        ----------
  Total comprehensive income                              -         -              -               -    $1,502,673              -
                                                                                                        ==========
Cash dividends                                            -         -       (550,267)              -                     (550,267)
Acquisition of 500 shares of common stock            (1,565)        -         (6,435)              -                       (8,000)
Exercise of stock options                             3,987         -         19,020               -                       23,007
                                               ------------    ------   ------------    ------------                 ------------
BALANCE, JUNE 30, 2000                         $  5,555,158       $ -   $ 16,958,627    $   (342,017)                $ 22,171,768
                                               ============    ======   ============    ============                 ============
</TABLE>


See Accompanying Notes to Consolidated Financial Statements.

                                       6

<PAGE>


                   FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                   ------------    ------------
                                                                                       2000             1999
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net income                                                                $  1,476,784    $  1,221,853
         Adjustments to reconcile net income to net
           cash provided by operating activities:
                     Depreciation                                                       375,746         371,717
                     Provision for loan losses                                          319,998         460,000
                     Provision for other real estate                                          -           6,000
                     Net premium amortization on investment securities                    6,366          14,501
                     Loss on sale of other real estate owned                              5,180               -
                     Changes in assets and liabilities:
                         (Increase) in accrued interest receivable                      (10,644)       (494,683)
                         (Increase) in other assets                                  (2,494,383)       (429,138)
                         Increase in other liabilities                                  682,515         484,510
                                                                                   ------------    ------------
                                       Net cash provided by operating activities        361,562       1,634,760
                                                                                   ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
         Proceeds from sale of securities available for sale                                  -          66,700
         Proceeds from maturities, calls and principal
                     payments of investment securities                                  640,516         766,407
         Proceeds from maturities, calls and principal
                     payments of securities available for sale                        1,551,119       2,479,511
         Purchase of securities available for sale                                            -     (13,775,427)
         Proceeds from sale of other real estate owned                                  152,901               -
         Purchase of premises and equipment                                            (275,535)       (110,926)
         Net (increase) in loans                                                    (12,302,085)    (11,076,468)
                                                                                   ------------    ------------
                                       Net cash (used in) investing activities      (10,233,084)    (21,650,203)
                                                                                   ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
         Net increase in demand deposits, NOW accounts
                     and savings accounts                                             3,887,299       7,593,014
         Net increase in certificates of deposit                                      2,789,940       3,234,434
         Net (decrease) in Federal Home Loan Bank advances                          (10,000,000)              -
         Cash dividends paid                                                           (532,067)       (475,917)
         Issuance of common stock                                                        23,007               -
         Acquisition of common stock                                                     (8,000)       (743,888)
                                                                                   ------------    ------------
                                       Net cash provided by financing activities     (3,839,821)      9,607,643
                                                                                   ------------    ------------

                                       Increase in cash and cash equivalents        (13,711,343)    (10,407,800)

CASH AND CASH EQUIVALENTS
         Beginning                                                                   24,985,466      26,730,670
                                                                                   ------------    ------------

         Ending                                                                    $ 11,274,123    $ 16,322,870
                                                                                   ============    ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
         Cash payments for:
                     Interest                                                      $  2,791,724    $  3,012,088
                                                                                   ============    ============

                     Income taxes                                                  $    714,120    $    355,000
                                                                                   ============    ============


SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
         Other real estate acquired in settlement of loans                         $    158,081    $     71,391
                                                                                   ============    ============

         Unrealized gain (loss) on securities available for sale, net              $     39,225    $   (311,333)
                                                                                   ============    ============
</TABLE>



See Accompanying Notes to Consolidated Financial Statements.

                                       7

<PAGE>


FAUQUIER BANKSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       GENERAL

         The   consolidated   statements   include  the   accounts  of  Fauquier
         Bankshares, Inc. and subsidiaries,  The Fauquier Bank and Fauquier Bank
         Services,  Inc. All significant  intercompany balances and transactions
         have been  eliminated.  In the opinion of management,  the accompanying
         unaudited  consolidated  financial  statements  contain all adjustments
         (consisting  of only normal  recurring  accruals)  necessary to present
         fairly the  financial  positions  as of June 30, 2000 and  December 31,
         1999,  and the results of operations  and cash flows for the six months
         ended June 30, 2000 and 1999.

         The results of  operations  for the six months  ended June 30, 2000 and
         1999 are not  necessarily  indicative  of the results  expected for the
         full year.

2.       SECURITIES

         The amortized  cost of  securities  held to maturity,  with  unrealized
         gains and losses follows:

<TABLE>
<CAPTION>
                                                          GROSS           GROSS
                                       AMORTIZED       UNREALIZED       UNREALIZED          FAIR
                                          COST            GAINS          (LOSSES)           VALUE
                                      -------------   -------------    -------------    -------------
                                                              JUNE 30, 2000
                                      ---------------------------------------------------------------
<S>                                   <C>             <C>              <C>              <C>
Obligations of U.S.
  Government corporations
  and agencies                        $   2,346,078   $           -    $     (22,001)   $   2,324,077
Obligations of states and political
  subdivisions                            2,390,749             683          (10,205)       2,381,227
                                      -------------   -------------    -------------    -------------

                                      $   4,736,827   $         683    $     (32,206)   $   4,705,304
                                      =============   =============    =============    =============
</TABLE>

<TABLE>
<CAPTION>
                                                          GROSS           GROSS
                                       AMORTIZED       UNREALIZED       UNREALIZED          FAIR
                                          COST            GAINS          (LOSSES)           VALUE
                                      -------------   -------------    -------------    -------------
                                                            DECEMBER 31, 1999
                                      ---------------------------------------------------------------
<S>                                   <C>             <C>              <C>              <C>
Obligations of U.S.
  Government corporations
  and agencies                        $   2,885,488   $           -    $     (22,826)   $   2,862,662
Obligations of states and political
  subdivisions                            2,490,790           1,693           (5,751)       2,486,732
                                      -------------   -------------    -------------    -------------

                                      $   5,376,278   $       1,693    $     (28,577)   $   5,349,394
                                      =============   =============    =============    =============
</TABLE>


                                       8
<PAGE>


      The amortized cost of securities available for sale, with unrealized gains
and losses follows:

<TABLE>
<CAPTION>
                                                          GROSS           GROSS
                                       AMORTIZED       UNREALIZED       UNREALIZED          FAIR
                                          COST            GAINS          (LOSSES)           VALUE
                                      -------------   -------------    -------------    -------------
                                                              JUNE 30, 2000
                                      ---------------------------------------------------------------
<S>                                   <C>             <C>              <C>              <C>
Obligations of U.S.
  Government corporations
  and agencies                        $   9,022,959   $       4,641    $    (392,831)   $   8,634,769
Obligations of states and political
  subdivisions                              681,726             869           (1,356)         681,239
Equity securities                           487,500                                           487,500
Mutual funds                                937,809                         (129,531)         808,278
Restricted investments:
  Federal Home Loan
    Bank stock                            1,150,000                                         1,150,000
Federal Reserve Bank
  stock                                      72,000               -                -           72,000
Community Bankers'
  Bank stock                                 50,000               -                -           50,000
                                      -------------   -------------    -------------    -------------

                                      $  12,401,994   $       5,510    $    (523,718)   $  11,883,786
                                      =============   =============    =============    =============
</TABLE>

<TABLE>
<CAPTION>
                                                          GROSS           GROSS
                                       AMORTIZED       UNREALIZED       UNREALIZED          FAIR
                                          COST            GAINS          (LOSSES)           VALUE
                                      -------------   -------------    -------------    -------------
                                                            DECEMBER 31, 1999
                                      ---------------------------------------------------------------
<S>                                   <C>             <C>              <C>              <C>
Obligations of U.S.
  Government corporations
  and agencies                        $  11,068,015   $       5,376    $    (434,339)   $  10,639,052
Obligations of states and political
  subdivisions                              682,719             327             (894)         682,152
Mutual funds                                937,809                         (127,903)         809,906
Restricted investments:
  Federal Home Loan
    Bank stock                            1,150,000                                         1,150,000
Federal Reserve Bank
  stock                                      72,000               -                -           72,000
Community Bankers'
  Bank stock                                 50,000               -                -           50,000
                                      -------------   -------------    -------------    -------------

                                      $  13,960,543   $       5,703    $    (563,136)   $  13,403,110
                                      =============   =============    =============    =============
</TABLE>

3.    LOANS

      A summary of the balances of loans follows:
<TABLE>
<CAPTION>
                                                                           JUNE 30,      DECEMBER 31,
                                                                             2000            1999
                                                                        -------------   -------------
                                                                                (Thousands)
<S>                                                                     <C>             <C>
Real estate loans:
  Construction and land development                                     $      12,214   $      11,746
  Secured by farmland                                                             960             903
  Secured by 1-4 family residential                                            70,850          64,921
  Other real estate loans                                                      52,169          50,988
Agriculture                                                                        58               -
Commercial and industrial loans (except those secured by real estate)          19,875          16,689
Loans to individuals for personal expenditures                                 35,099          33,787
All other loans                                                                 4,790           4,868
                                                                        -------------   -------------
                    Total loans                                         $     196,015   $     183,902
Less:  Unearned income                                                            122             115

          Allowance for loan losses                                             2,566           2,284
                                                                        -------------   -------------
                    Net loans                                           $     193,327   $     181,503
                                                                        =============   =============
</TABLE>

                                       9
<PAGE>

      Analysis of the allowance for loan losses follows:

<TABLE>
<CAPTION>
                                          SIX MONTHS        SIX MONTHS
                                            ENDING            ENDING
                                           JUNE 30,          JUNE 30,       DECEMBER 31,
                                             2000              1999            1999
                                         -------------    -------------    -------------
                                                           (THOUSANDS)
<S>                                      <C>              <C>              <C>
Balance at beginning of period           $   2,284,348    $   1,853,150    $   1,853,150
Provision charged to operating expense         319,998          235,000          695,000
Recoveries added to the allowance              178,071           13,566           63,368
Loan losses charged to the allowance          (216,579)         (17,882)        (327,170)
                                         -------------    -------------    -------------
Balance at end of period                 $   2,565,838    $   2,083,834    $   2,284,348
                                         =============    =============    =============
</TABLE>


      Nonperforming assets consist of the following:
<TABLE>
<CAPTION>
                                                     JUNE 30,     DECEMBER 31,
                                                       2000            1999
                                                  -------------   -------------
                                                          (THOUSANDS)
<S>                                               <C>             <C>
Nonaccrual loans                                  $         291   $         125
Restructured loans                                            -               -
                                                  -------------   -------------
                    Total non-performing loans    $         291   $         125
Foreclosed real estate                                        -               -
                                                  -------------   -------------
                    Total non-performing assets   $         291   $         125
                                                  =============   =============
</TABLE>

      Total  loans  past  due 90 days or more and  still  accruing  were  $1.730
      million on June 30, 2000 and $170 thousand on December 31, 1999.

4.    EARNINGS PER SHARE

      The following  table shows the weighted  average  number of shares used in
      computing  earnings per share and the effect on weighted average number of
      shares of diluted  potential  common  stock.  Weighted  average  number of
      shares for all periods  reported have been restated giving effect to stock
      splits.

<TABLE>
<CAPTION>
                                                      JUNE 30, 2000                 JUNE 30, 1999
                                                                PER SHARE                    PER SHARE
                                                  SHARES         AMOUNT         SHARES         AMOUNT
                                               ------------   ------------   ------------   ------------
<S>                                               <C>         <C>               <C>         <C>
Basic earnings per share                          1,783,302   $       0.83      1,818,156   $       0.67
                                                              ============                  ============

Effect of dilutive securities, stock options         12,041                        16,918
                                               ------------                  ------------

Diluted earnings per share                        1,795,343   $       0.82      1,835,074   $       0.67
                                               ============   ============   ============   ============
</TABLE>

                                       10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

GENERAL

Fauquier Bankshares,  Inc. ("Bankshares") was incorporated under the laws of the
Commonwealth  of Virginia on January 13, 1984.  Bankshares is a registered  bank
holding  company and owns all of the voting shares of The Fauquier Bank ("TFB").
Bankshares engages in its business through TFB, a Virginia  state-chartered bank
that commenced  operations in 1902.  Bankshares  has no  significant  operations
other than  owning  the stock of TFB.  Bankshares  has  issued  and  outstanding
1,771,311  shares  of  commons  stock,  par  value  $3.13  per  share,  held  by
approximately 440 shareholders of record on July 31, 2000.

TFB has six full service branch offices  located in the Virginia  communities of
Warrenton,  Catlett, The Plains,  Manassas and New Baltimore, in addition to the
main office branch  located in  Warrenton,  Virginia.  The executive  offices of
Bankshares  and the main  office of TFB are  located  at 10  Courthouse  Square,
Warrenton, Virginia 20186

TFB provides a range of consumer and commercial banking services to individuals,
businesses,  and  industries.  The deposits of TFB are insured up to  applicable
limits by the Bank Insurance  Fund of the Federal  Deposit  Insurance  Fund. The
basic services offered by TFB include:  demand interest bearing and non-interest
bearing accounts,  money market deposit accounts,  NOW accounts,  time deposits,
safe deposit services,  credit cards, cash management,  direct deposits,  notary
services,  money orders, night depository,  traveler's checks, cashier's checks,
domestic  collections,  savings bonds,  bank drafts,  automated teller services,
drive-in tellers,  internet banking, and banking by mail. In addition, TFB makes
secured and unsecured  commercial and real estate loans, issues stand-by letters
of credit and grants  available  credit for  installment,  unsecured and secured
personal  loans,  residential  mortgages  and  home  equity  loans,  as  well as
automobile and other consumer  financing.  TFB provides automated teller machine
(ATM)  cards as a part of the Honor and Plus ATM  networks,  thereby  permitting
customers to benefit from the  convenience of larger ATM networks.  TFB operates
an Investments  and Trust Services  Division that was established in 1919. It is
staffed with nine professionals that provide personalized  services that include
investment  management,  trust,  estate  settlement,  retirement,  and brokerage
services.

The revenues of TFB are primarily derived from interest on, and fees received in
connection  with,  real estate and other loans,  and from interest and dividends
from investment and mortgage-backed securities, and short-term investments.  The
principal  sources  of funds  for TFB's  lending  activities  are its  deposits,
repayment  of  loans,  the sale  and  maturity  of  investment  securities,  and
borrowings from the Federal Home Loan Bank of Atlanta. The principal expenses of
TFB are the interest paid on deposits,  and operating and general administrative
expenses.

TFB's general market area principally  includes  Fauquier County and neighboring
communities  and  is  located   approximately  sixty  (60)  miles  southwest  of
Washington, D.C.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements, which are based on
certain assumptions and describe future plans,  strategies,  and expectations of
Bankshares,  are generally identifiable by use of the words "believe," "expect,"
"intend,"   "anticipate,"   "estimate,"   "project"   or  similar   expressions.
Bankshares'  ability to predict  results or the actual effect of future plans or
strategies is inherently uncertain.  Factors which could have a material adverse
affect on the operations and future prospects of Bankshares include, but are not
limited  to,  changes  in:  interest   rates,   general   economic   conditions,
legislative/regulatory  changes,  monetary  and  fiscal  policies  of  the  U.S.
Government,  including  policies of the U.S. Treasury and the Board of Governors
of the  Federal  Reserve  System,  the  quality  or  composition  of the loan or
investment portfolios, demand for loan products, deposit


                                       11
<PAGE>

flows, competition, demand for financial services in Bankshares' market area and
accounting  principles,  policies and guidelines.  These risks and uncertainties
should be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.

COMPARISION  OF  OPERATING  RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND
JUNE 30, 1999

NET INCOME.  Net income for the three months ended June 30, 2000  decreased 6.0%
to $744,000  from  $791,000 for the three  months  ended June 30,  1999.  Of the
$47,000  decrease,  $40,000 was attributable to higher income tax expense due in
part to reduced tax-exempt interest income. Increases in net interest income and
total other income were slightly more than offset by corresponding  increases in
total other expenses.

NET INTEREST INCOME. Growth in interest income and a decline in interest expense
resulted  in an  increase  in net  interest  income of $216,000 or 7.7% to $3.02
million for the three months ended June 30, 2000  compared to $2.81  million for
the three months ended June 30, 1999.  Total  interest  income grew  $108,000 or
2.5% to $4.40 million for the three months ended June 30, 2000 compared to $4.29
million for the three months  ended June 30, 1999.  The increase was a result of
increases in loan  originations,  with  increased  interest and fees on loans of
$419,000  or  11.4%,  which was  partially  offset by a  $233,000  reduction  in
interest  income from the securities  portfolio.  The  securities  portfolio was
reduced by allowing  securities  to mature and  reinvesting  the funds in loans.
Total interest expense decreased $107,000 or 7.2% to $1.38 million for the three
months  ended June 30, 2000 from $1.49  million for the three  months ended June
30, 1999. This was due to reduced  interest expense on deposits and Federal Home
Loan Bank advances of $53,000 and $54,000, respectively.

PROVISION  FOR LOAN LOSSES.  The  provision for loan losses was $152,000 for the
three months ended June 30, 2000 compared to $225,000 for the three months ended
June 30, 1999.  The amount of the  provision for loan loss for the first half of
2000 and 1999 was determined based upon management's continual evaluation of the
adequacy of the allowance for loan losses,  which  encompasses  the overall risk
characteristics   of  the  loan  portfolio,   trends  in  TFB's  delinquent  and
non-performing loans, and the impact of economic conditions on borrowers.  There
can be no  assurance,  however,  that future  losses  will not exceed  estimated
amounts or that  additional  provisions  for loan losses will not be required in
future periods.

TOTAL OTHER INCOME. Total other income increased by $99,000 or 16.2% to $712,000
for the three  months  ended June 30, 2000 from  $613,000  for the three  months
ended June 30, 1999.  Other income is primarily  derived from  non-interest  fee
income,  which is  typically  divided into three major  categories:  fee income,
service  charges,  and trust fees. The increase in the second  quarter  resulted
from increases in loan fees, net service charges on deposit accounts,  and other
service charges of $103,000.

TOTAL OTHER EXPENSES.  Total other expenses  increased 18.8% or $395,000 for the
three  months  ended June 30, 2000  compared to the three  months ended June 30,
1999. The increase was primarily because of increases in professional  fees, and
salaries  and  benefits.   Professional  fees  rose  $173,000  due  to  expenses
associated with the investigation of a  misappropriation  of funds that occurred
in 1999. The  misappropriated  funds are expected to be fully recovered  through
settlement of the insurance claim. Salaries and benefits increased $104,000.

COMPARISION OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE
30, 1999

NET INCOME. Net income for the six months ended June 30, 2000 increased 20.9% to
$1.48  million from $1.22  million for the six months  ended June 30, 1999.  The
increase in net income was due  primarily to  increases in net interest  income,
total other  income,  and a reduction in provision  for loan loss that more than
offset an increase in total other expenses.

NET INTEREST INCOME. Net interest income rose $679,000 or 13.1% to $5.85 million
for the six months  ended June 30, 2000  compared  to $5.18  million for the six
months ended June 30, 1999. Total


                                       12
<PAGE>

interest  income grew $451,000 or 5.48% to $8.7 million as a result of increases
in loan  originations,  with  increased  interest and fees on loans of $930,000,
that were partially  offset by a reduction in interest income from securities of
$364,000.  The securities portfolio was reduced by allowing securities to mature
and reinvesting the funds in loans.  Total interest expense declined $228,000 or
7.5% stemming from reduced expense on interest bearing deposits.

PROVISION  FOR LOAN LOSSES.  The  provision for loan losses was $320,000 for the
six months  ended June 30, 2000  compared to $460,000  for the six months  ended
June 30, 1999.  The loan loss  provision  for the first two quarters of 2000 and
1999 was determined based upon management's continual evaluation of the adequacy
of  the  allowance  for  loan  losses,   which   encompasses  the  overall  risk
characteristics   of  the  loan  portfolio,   trends  in  TFB's  delinquent  and
non-performing loans, and the impact of economic conditions on borrowers.  There
can be no  assurance,  however,  that future  losses  will not exceed  estimated
amounts or that  additional  provisions  for loan losses will not be required in
future periods.

TOTAL OTHER INCOME.  Total other income  increased by $161,000 or 13.3% to $1.37
million for the six months  ended June 30,  2000 from $1.21  million for the six
months ended June 30, 1999. Other income is primarily  derived from non-interest
fee income,  which is  typically  divided into three major  categories:  service
charges,  other fee  income,  and trust  income.  The  increase in the first two
quarters of 2000 resulted from  increases in loan fees,  net service  charges on
deposit  accounts,  and other service  charges of $217,000  that were  partially
offset by a reduction in trust department income of $55,000.

TOTAL OTHER EXPENSES.  Total other expenses increased 13.2 % or $554,000 for the
six months  ended June 30, 2000  compared to the six months ended June 30, 1999.
The increase was primarily because professional fees rose $213,000, salaries and
benefits rose $184,000,and  non-loan chargeoffs were up $81,000. The increase in
professional   fees  was  due   primarily  to  expenses   associated   with  the
investigation of a misappropriation of funds in 1999. The misappropriated  funds
are expected to be fully recovered through settlement of the insurance claim.

COMPARISON OF JUNE 30, 2000 AND DECEMBER 31, 1999 FINANCIAL CONDITION

Assets  totaled  $231.6  million at June 30,  2000,  a decrease  of 0.7% or $1.7
million  from $233.2  million at December  31, 1999.  Balance  sheet  categories
reflecting  significant changes include loans, federal funds sold, deposits, and
Federal Home Loan advances. Each of these categories is discussed below.

LOANS.  Net loans were $193.3 million at June 30, 2000,  which is an increase of
$11.8  million or 6.5% from $181.5  million at December  31,  1999.  The rise is
attributable  to  increased  loan  originations  resulting  from more  effective
utilization  of  relationship  banking.  Loans  ninety  days  past due and still
accruing  rose from  $170,000 at December 31, 1999 to $1.73  million at June 30,
2000 due to a single loan,  on which  interest was current,  and that was in the
process of conversion from a construction loan to a permanent loan.

FEDERAL FUNDS SOLD. Federal funds sold were $1,000 at June 30, 2000, compared to
$14.0 million at December 31, 1999. The reduction was used to fund new loans and
reduce borrowings from the Federal Home Loan Bank.

DEPOSITS. On June 30, 2000, total deposits reflected an increase of $6.7 million
or 3.6% to $193.9  million from $187.3  million at December 31, 1999. The growth
was in both  non-interest  bearing deposits,  which increased $5.5 million,  and
interest bearing deposits, which rose $1.2 million.

FEDERAL  HOME LOAN BANK  ADVANCES.  Federal  Home  Loan Bank  advances  were $13
million at June 30,  2000,  which  represents a decrease of $10 million or 43.5%
from $23 million at December 31, 1999.  Advances  were repaid  primarily  from a
reduction in cash and due from banks,  being held for potential  Y2K needs,  and
reduced federal funds sold.



                                       13
<PAGE>

SHAREHOLDERS EQUITY

Total  shareholders  equity was $22.2 million at June 30, 2000 compared to $21.2
million at December  31,  1999,  an  increase of $967,000 or 4.6%.  This was due
primarily  to an increase in retained  earnings of $939,000 to $17.0  million at
June 30, 2000 from $16.0  million at December  31,  1999.  The  increase was the
result of income for the quarter, net of dividends paid to shareholders.

CAPITAL RESOURCES AND LIQUIDITY

The primary  sources of funds are  deposits,  repayment of loans,  maturities of
investments,  funds provided from  operations and advances from the Federal Home
Loan Bank of Atlanta.

While scheduled repayments of loans and maturities of investment  securities are
predictable  sources of funds,  deposit  flows and loan  repayments  are greatly
influenced  by the general  level of interest  rates,  economic  conditions  and
competition.  TFB uses its funds  for  existing  and  future  loan  commitments,
maturing  certificates of deposit and demand deposit  withdrawals,  to invest in
other  interest-earning  assets,  to maintain  liquidity,  and to meet operating
expenses.  Management  monitors  projected  liquidity  needs and  determines the
desirable  level  based  in  part  on  TFB's   commitments  to  make  loans  and
management's assessment of TFB's ability to generate funds. Cash and amounts due
from  depository  institutions,  interest-bearing  deposits  in other  banks and
federal funds sold totaled $11.3 million at June 30, 2000.  These assets provide
the primary source of liquidity for TFB. In addition,  management has designated
a substantial portion of the investment portfolio as available for sale, and has
an  available  line of credit with the Federal  Home Loan Bank of Atlanta with a
borrowing  limit  of  approximately  $37  million  at June 30,  2000 to  provide
additional sources of liquidity.

As of June 30, 2000, the appropriate  regulatory  authorities  have  categorized
Bankshares and TFB as well capitalized under the regulatory framework for prompt
corrective action.

CAPITAL REQUIREMENTS

The  federal  bank  regulatory   authorities  have  adopted  risk-based  capital
guidelines  for banks  and bank  holding  companies  that are  designed  to make
regulatory  capital  requirements  more sensitive to differences in risk profile
among banks and bank holding  companies.  The resulting capital ratios represent
qualifying capital as a percentage of total risk-weighted assets and off-balance
sheet items. The guidelines are minimums,  and the federal regulators have noted
that  banks  and bank  holding  companies  contemplating  significant  expansion
programs  should not allow expansion to diminish their capital ratios and should
maintain  all ratios  well in excess of the  minimums.  The  current  guidelines
require all bank holding  companies and federally  regulated banks to maintain a
minimum risk-based total capital ratio equal to 8%, of which at least 4% must be
Tier 1 capital. Tier 1 capital includes common stockholder's equity,  qualifying
perpetual  preferred  stock,  and  minority  interests  in  equity  accounts  of
consolidated subsidiaries,  but excludes goodwill and most other intangibles and
excludes the allowance for loan and lease  losses.  Tier 2 capital  includes the
excess  of any  preferred  stock  not  included  in  Tier 1  capital,  mandatory
convertible  securities,  hybrid  capital  instruments,  subordinated  debt  and
intermediate  term-preferred  stock,  and  general  reserves  for loan and lease
losses up to 1.25% of risk-weighted  assets. As of June 30, 2000 (i) Bankshares'
Tier 1 and total risk-based  capital ratios were 12.3% and 13.6%,  respectively,
and (ii) TFB's Tier 1 and total risk-based  capital ratios were 12.3% and 13.6%,
respectively.

FDICIA contains "prompt corrective  action"  provisions  pursuant to which banks
are to be classified  into one of five categories  based upon capital  adequacy,
ranging  from "well  capitalized"  to  "critically  undercapitalized"  and which
require (subject to certain  exceptions) the appropriate  federal banking agency
to take prompt  corrective  action with respect to an institution  which becomes
"significantly undercapitalized" or "critically undercapitalized."

The FDIC has issued  regulations  to implement  the "prompt  corrective  action"
provisions  of FDICIA.  In  general,  the  regulations  define the five  capital
categories as follows:  (i) an  institution  is "well  capitalized"  if it has a
total  risk-based  capital  ratio  of 10% or  greater,  has a Tier 1  risk-based
capital ratio of 6% or greater, has a leverage ratio of 5% or greater and is not
subject  to any  written  capital  order or  directive  to meet and  maintain  a
specific  capital  level  for  any  capital  measures;  (ii) an  institution  is
"adequately  capitalized"  if it


                                       14
<PAGE>

has a total risk-based  capital ratio of 8% or greater,  has a Tier 1 risk-based
capital ratio of 4% or greater, and has a leverage ratio of 4% or greater; (iii)
an institution is  "undercapitalized" if it has a total risk-based capital ratio
of less than 8%, has a Tier 1 risk-based  capital  ratio that is less than 4% or
has a leverage ratio that is less than 4%; (iv) an institution is "significantly
undercapitalized"  if it has a total risk-based  capital ratio that is less than
6%, a Tier 1 risk-based  capital ratio that is less than 3% or a leverage  ratio
that is less than 3%; and (v) an institution is "critically undercapitalized" if
its "tangible equity" is equal to or less than 2% of its total assets.  The FDIC
also, after granting an opportunity for a hearing, has authority to downgrade an
institution from "well capitalized" to "adequately capitalized" or to subject an
"adequately  capitalized" or "under-capitalized"  institution to the supervisory
actions applicable to the next lower category,  for supervisory  concerns. As of
June 30,  2000,  TFB had a total  risk-based  capital  ratio of 13.6%,  a Tier 1
risk-based  capital  ratio of 12.3%,  and a leverage  ratio of 9.8%. At June 30,
2000,  TFB was "well  capitalized"  under the  regulatory  framework  for prompt
corrective action provided by the Federal Reserve Bank of Richmond.

Additionally,  FDICIA  requires,  among  other  things,  that  (i)  only a "well
capitalized"  depository  institution may accept brokered deposits without prior
regulatory  approval and (ii) the  appropriate  federal  banking agency annually
examine all insured  depository  institutions,  with some  exceptions for small,
"well capitalized"  institutions and  state-chartered  institutions  examined by
state regulators.  FDICIA also contains a number of consumer banking provisions,
including disclosure  requirements and substantive  contractual limitations with
respect to deposit accounts.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

An important component of both earnings  performance and liquidity is management
of interest rate sensitivity.  Interest rate sensitivity  reflects the potential
effect on net interest  income of a movement in market  interest  rates.  TFB is
subject to interest  rate  sensitivity  to the extent that its  interest-earning
assets  mature  or  reprice  at a  different  time  interval  from  that  of its
interest-bearing  liabilities.  However,  TFB is not subject to any of the other
major categories of market risk such as foreign  currency  exchange rate risk or
commodity price risk.

TFB uses a  number  of  tools  to  manage  its  interest  rate  risk,  including
simulating net interest income under various  scenarios,  monitoring the present
value change in equity under the same  scenarios,  and monitoring the difference
or gap between rate sensitive assets and rate sensitive liabilities over various
time  periods.  Management  believes that interest rate risk is best measured by
simulation modeling.

The earnings  simulation  model  forecasts  annual net income under a variety of
scenarios  that  incorporate  changes in the absolute  level of interest  rates,
changes  in  the  shape  of  the  yield  curve  and  changes  in  interest  rate
relationships.  Management  evaluates  the  effect on net  interest  income  and
present value equity under varying market rate assumptions.

TFB monitors  exposure to gradual  changes in rates of up to 200 basis points up
or down over a rolling  12-month  period.  TFB's  policy  limit for the  maximum
negative impact on net interest income and change in equity from gradual changes
in  interest  rates  of  200  basis  points  over  12  months  is 15%  and  10%,
respectively.  Management  has  maintained  a risk  position  well within  these
guideline levels during the first two quarters of 2000.

There have been no material changes in market risk since 1999 year end.


                                       15
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

There is no pending or threatened litigation that, in the opinion of management,
may materially impact the financial condition of Bankshares or TFB.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

Bankshares  held its Annual Meeting of Shareholders on May 23, 2000. A quorum of
Shareholders  was  present,  consisting  of a total  of  1,430,744  shares,  all
represented  by proxy.  At the Annual  Meeting,  the  Shareholders  approved and
ratified the acts and proceedings of all officers,  directors, and committees of
Bankshares since April 20, 1999. Class I directors C.H.  Lawrence,  Jr., John J.
Norman,  Jr.,  Henry M. Ross,  and C. Hunton  Tiffany were elected to three-year
terms. The following Class II and Class III directors whose terms expire in 2001
and 2002  continued in office:  Alexander  G. Green,  Jr.,  Stanley C.  Haworth,
Douglas  C.  Larson,  D.  Harcourt  Lees,  Jr.,  Randolph  T.  Minter,  Brian S.
Montgomery,  Harold Paul Neale, Pat H. Nevill, and H. Frances Stringfellow.  The
Shareholders also ratified both the appointment of Yount, Hyde & Barbour, CPA as
independent  auditors of the Bank for the year ending December 31, 2000, and the
Amended and Restated Fauquier Bankshares,  Inc. Omnibus Stock Ownership and Long
Term Incentive Plan.

                  The vote on each matter was as follows:

<TABLE>
<S>               <C>                                                                  <C>
1.                Ratifying acts and proceedings since April 20, 1999:                  TOTAL
                                                                                        -----

                                                                                        1,430,744

2.                For Directors:                                                        TOTAL
                                                                                        -----

                           C.H. Lawrence, Jr.                                           1,389,764
                           John J. Norman, Jr.                                          1,377,663
                           Henry M. Ross                                                1,381,564
                           C. Hunton Tiffany                                            1,389,764

3.                Ratification of the appointment of Yount, Hyde & Barbour,
                  CPA as the independent auditors for TFB:                              TOTAL
                                                                                        -----

                                                                                        1,430,744

4.                Ratification of the Amended and Restated Fauquier
                  Bankshares, Inc. Omnibus Stock Ownership and Long
                  Term Incentive Plan:                                                  TOTAL
                                                                                        -----

                           For:                                                         1,345,110
                           Against:                                                       151,198
                           Abstain:                                                        44,436
</TABLE>

ITEM 5.  OTHER INFORMATION

         None.


                                       16
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (3)(i)   Articles  of  Incorporation  of  Fauquier   Bankshares,   Inc.
                  (including amendments)*

         (3)(ii)  Bylaws of Fauquier Bankshares, Inc.*

         (10)(i)  Fauquier  Bankshares,  Inc.  Omnibus Stock  Ownership and Long
                  Term Incentive Plan, Amended and Restated Effective January 1,
                  2000**

         (11)     Statement regarding computation of per share earnings

         (27)     Financial Data Schedule (filed herewith)

*  Incorporated  by reference  to  Bankshares'  Securities  Exchange Act of 1934
("Exchange  Act")  Registration  Statement on Form 10, filed with the Securities
and Exchange Commission on April 16, 1999.

** Incorporated by reference to Bankshares'  definitive  proxy statement for the
2000 annual  meeting of  shareholders,  filed with the  Securities  and Exchange
Commission on April 14, 2000.

         (b)      Reports on Form 8-K:

                  None.


                                       17
<PAGE>

SIGNATURES

         Pursuant to the  requirements  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.

                               FAUQUIER BANKSHARES, INC.

Dated: August 10, 2000         /s/ C. Hunton Tiffany
                               --------------------------------------------
                               C. Hunton Tiffany
                               President and Chief Executive Officer

Dated: August 10, 2000         /s/ Randy K. Ferrell
                               --------------------------------------------
                               Randy K. Ferrell
                               Senior Vice President and Chief Financial Officer


                                       18