SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

         [X] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1999

Commission File No.:  000-28635

                         Virginia Commerce Bancorp, Inc.
                 (Name of Small Business Issuer in Its Charter)


                   5350 Lee Highway, Arlington, Virginia 22207
                    (Address of Principal Executive Offices)


           Virginia                                     54-1964895
 (State or Other Jurisdiction            (I.R.S. Employer Identification Number)
of Incorporation or Organization)

                                  703-534-0700
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $1.00 per share

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 contained in this form,  and if 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. [X]

The  company's  revenues  for the  fiscal  year  ended  December  31,  1999 were
approximately $20,849,936

The  aggregate  market value of the voting stock held by  non-affiliates  of the
company as of March 1, 2000 was approximately $20,672,389

As of March 1, 2000,  there were  1,968,985  shares of Common  Stock,  par value
$1.00 per share, of Virginia Commerce Bancorp, Inc. issued and outstanding.

                       Documents Incorporated by Reference

Portions  of the  following  documents  are hereby  incorporated  into this Form
10-KSB by reference:  the Proxy Statement for the Annual Meeting of Stockholders
to be held on April 26,  2000 -- Part III;  and the  Annual  Report of  Virginia
Commerce  Bancorp for the fiscal year ended December 31, 1999 -- Parts I, II and
IV.


<PAGE>
                                     PART I

Item 1.  Description of Business

         Virginia  Commerce  Bancorp,  Inc. (the  "Company") was organized under
Virginia  law on  November 5, 1999 to become the  holding  company for  Virginia
Commerce Bank (the "Bank").  The Company acquired all of the outstanding  shares
of the Bank on December 22, 1999 upon the  effectiveness  of the  Agreement  and
Plan of Share  Exchange  dated  September  22, 1999  between the Company and the
Bank. As a result of the Agreement  and Plan of Share  Exchange,  each shares of
the Bank's common stock was  automatically  exchanged for and converted into one
share of the Company's common stock.

         The Bank was organized as a national banking  association and commenced
operations on May 16, 1988. On June 1, 1995,  the Bank converted from a national
banking  association  to a  Virginia  chartered  bank  which is a member  of the
Federal Reserve System.

         The  Company's  and the Bank's  executive  offices  and a branch with a
drive-in facility are located at 5350 Lee Highway, Arlington, Virginia. The Bank
has nine  additional  full  service  branch  offices,  located  at:  2930 Wilson
Boulevard and 6500 Williamsburg  Boulevard,  both in Arlington,  Virginia;  1414
Prince  Street,  5140 Duke Street and 506 King Street in  Alexandria,  Virginia,
1356 Chain Bridge Road in McLean,  Virginia,  4230 John Marr Drive in Annandale,
Virginia,  10777 Main Street in Fairfax,  Virginia, and 374 Maple Avenue East in
Vienna Virginia.  Additionally,  the Bank maintains residential mortgage lending
offices, located in Vienna and Warrenton, Virginia.

         The Company engages in a general  commercial  banking  business through
its sole direct  subsidiary,  the Bank. The Bank's customer base includes small-
to  medium-sized  businesses,  including firms that have contracts with the U.S.
government, associations, retailers and industrial businesses, professionals and
business executives and consumers.  The economic base of the Bank's service area
is  Arlington  and  Fairfax  Counties  and the City of  Alexandria  in  Northern
Virginia,  and  the  metropolitan  Washington,  D.C.  area  generally.  Northern
Virginia has experienced  significant  population and economic growth during the
past decade.  The Bank  participated  in this growth  through its commercial and
retail banking activities.

         The Bank's  primary  service  area  consists of the  Northern  Virginia
suburbs of Washington DC, including  Arlington  County,  the City of Alexandria,
Fairfax  County and Prince  William  County.  This area is  currently  served by
numerous  commercial  banks  operating in excess of one hundred branch  offices.
Most are branches of state-wide or regional  banks.  The Bank's primary  service
area is also served by a large number of other financial institutions, including
savings  banks,  credit  unions  and  non-bank  financial  institutions  such as
securities  brokerage  firms,  insurance  companies and mutual funds. The Bank's
primary  service  area is oriented  toward  independently  owned small to medium
sized   businesses,   light  industry  and  firm   specializing   in  government
contracting.  An increasing number of new community banking  organizations  have
been opened in the Bank's  market area,  potentially  representing  an increased
competitive threat to the Bank.

         The banking business in Virginia  generally,  and in the Bank's primary
service area specifically,  is highly competitive with respect to both loans and
deposits, and is dominated by a relatively small number of major banks with many
offices  operating over a wide geographic  area. Among the advantages such major
banks have over the Bank are their ability to finance  wide-ranging  advertising
campaigns and to allocate  their  investment  assets to regions of highest yield
and demand.  Such banks offer certain  services such as  international  banking,
which are not offered directly by the Bank (but are offered  indirectly  through
correspondent   institutions)   and,   by   virtue   of  their   greater   total
capitalization,  such banks have  substantially  higher  lending limits than the
Bank.  The Bank competes for deposits and lendable  funds with other  commercial
banks,  savings  banks,  credit  unions  and other  governmental  and  corporate
entities which raise  operating  capital through the issuance of debt and equity
securities.  The Bank  also  competes  for  available  investment  dollars  with
non-bank financial  institutions,  such as brokerage firms,  insurance companies
and mutual funds. With respect to loans, the Bank competes with other commercial
banks,  savings banks,  consumer finance companies,  mortgage companies,  credit
unions and other lending institutions. Additionally, as a result of enactment of
federal and Virginia  interstate  banking  legislation,  additional  competitors
which are not currently  operating in Virginia may enter the Bank's  markets and
compete directly with the Bank. Recent legislation  expanding the array of firms
that can own banks may also result in increased  competition for the Company and
the Bank.
                                        2
<PAGE>

         All  of  the  Bank's  deposits  are  attracted  from   individuals  and
business-related  sources.  No material portion of the Bank's deposits have been
obtained from a single  person or a few persons.  The loss of any one or more of
the Bank's depositors would not have a materially adverse effect on the business
of the Bank. The Bank's loans are not  concentrated  within a single industry or
group of related industries.

         The Bank  provides  businesses  with a full range of deposit  accounts,
merchant  bankcard  services,   electronic  funds  transfer  services,  lock-box
services,  PC  banking,  lines of credit  for  working  capital,  term loans and
commercial  real  estate  loans,  and  provides  consumers  with a wide array of
deposit products, home equity and revolving lines of credit,  installment loans,
residential  mortgage loans and internet banking services.  The Bank also issues
cashier's  checks and money  orders,  sells  travelers  checks and provides safe
deposit boxes and other customary banking  services.  The Bank is not authorized
to offer trust services nor does it offer international services but makes these
services  available to its customers through  financial  institutions with which
the Bank has correspondent banking relationships.

         The Bank  does not  depend  upon  seasonal  business.  The Bank  relies
substantially on local promotional  activity,  personal contact by its officers,
directors,  employees and stockholders,  personalized service and its reputation
in the communities served to compete effectively.

         The Bank has one wholly owned subsidiary, Northeast Land and Investment
Company,  a Virginia  corporation,  organized to hold and market foreclosed real
estate.

         On  December  31,  1999,  the  Company  had  100  full-time  equivalent
employees,  including four executive  officers.  None of the Company's employees
presently is  represented  by a union or covered  under a collective  bargaining
agreement.  Management of the Company  believes that its employee  relations are
satisfactory.  The  Company  does  not  have  any  employees  that  are not also
employees of the Bank.

         Banking is dependent upon interest rate differentials.  In general, the
difference  between the  interest  rate paid by the Bank on its deposits and its
other  borrowings and the interest rate earned by the Bank on loans,  securities
and other  interest-earning  assets  comprises  the major  source of the  Bank's
earnings. Thus, the earnings and growth of the Bank are subject to the influence
of economic  conditions  generally,  both domestic and foreign,  and also of the
monetary and fiscal policies of the United States and its agencies, particularly
the  Federal  Reserve  Board.  The Federal  Reserve  Board  implements  national
monetary policy, such as seeking to curb inflation and combat recession,  by its
open-market activities in United States government securities,  by adjusting the
required  level of  reserves  for  financial  institutions  subject  to  reserve
requirements  and  through  adjustments  to  the  discount  rate  applicable  to
borrowings by banks which are members of the Federal Reserve System. The actions
of the Federal  Reserve Board in these areas influence the growth of bank loans,
investments and deposits and also affect  interest rates.  The nature and timing
of any future  changes in such  policies  and their impact on the Bank cannot be
predicted.  In  addition,  adverse  economic  conditions  could  make  a  higher
provision  for loan  losses a prudent  course and could  cause  higher loan loss
charge-offs, thus adversely affecting the Bank's net income.

         From time to time, new  legislation  or  regulations  are adopted which
increase the cost of doing business, limit or expand permissible activities,  or
otherwise  affect the  competitive  balance  between  banks and other  financial
institutions.

         Banks or bank holding companies which are  undercapitalized  and either
have not timely  approved a capital  plan or have failed to  implement  the plan
become subject to  extraordinary  powers  pursuant to which the bank  regulatory
agencies  may close the bank,  restrict  its  growth,  force its sale,  restrict
interest  rates paid on  deposits,  and dismiss  directors  or senior  executive
officers. Each agency has prescribed standards relating to internal controls and
systems, loan documentation,  credit underwriting, interest rate exposure, asset
growth,  compensation,  fees and benefits,  and other operational and managerial
standards.  The agencies have also adopted standards  relating to asset quality,
earnings,  valuation and compensation.  Banks or bank holding companies which do
not  meet  such  standards  may be  subject  to  restrictions  and  consequences
comparable  to those  which  apply to  undercapitalized  banks and bank  holding
companies.  Bank regulatory authority to appoint a conservator or receiver for a
bank is broad,  including  grounds such as substantial  dissipation of assets or
earnings due to  violations of law or regulation or due to any unsafe or unsound
practices,  an unsafe or unsound  condition,  and certain  violations  of law or
regulation likely to weaken the institution's condition.

                                        3
<PAGE>

         Regulations  promulgated  by the Federal  Reserve Board  prohibit state
member  banks such as the Bank from paying any  dividend on common  stock out of
capital.  Dividends  can be paid only to the extent of net profits then on hand,
less  losses and bad debts.  Without the prior  approval of the Federal  Reserve
Board,  a state member bank cannot pay  dividends in any calendar year in excess
of the  retained  net  profits  for the prior two years and the  profits  of the
current year, less any required transfers to surplus.

SUPERVISION AND REGULATION

         The Company.  The Company is a bank holding  company  registered  under
Bank  Holding  Company Act of 1956,  as amended,  (the "BHCA") and is subject to
supervision by the Federal Reserve Board. As a bank holding company, the Company
is  required to file with the Federal  Reserve  Board an annual  report and such
other  additional  information as the Federal Reserve Board may require pursuant
to the BHCA. The Federal Reserve Board may also make examinations of the Company
and each of its subsidiaries.

         BHCA - Activities and other Limitations.  The BHCA requires approval of
the Federal Reserve Board for, among other things, the acquisition by a proposed
bank  holding  company of control of more than five  percent  (5%) of the voting
shares,  or  substantially  all  the  assets,  of  any  bank  or the  merger  or
consolidation by a bank holding company with another bank holding  company.  The
BHCA also generally permits the acquisition by a bank holding company of control
or  substantially  all the assets of any bank  located in a state other than the
home state of the bank  holding  company,  except where the bank has not been in
existence for the minimum  period of time required by state law, but if the bank
is at least 5 years old, the Federal Reserve Board may approve the acquisition.

         Under  current law,  with certain  limited  exceptions,  a bank holding
company is prohibited from acquiring control of any voting shares of any company
which is not a bank or bank  holding  company  and  from  engaging  directly  or
indirectly in any activity other than banking or managing or  controlling  banks
or furnishing services to or performing service for its authorized subsidiaries.
A bank  holding  company  may,  however,  engage in or acquire an interest in, a
company  that  engages  in  activities  which  the  Federal  Reserve  Board  has
determined  by order or  regulation  to be so  closely  related  to  banking  or
managing or controlling banks as to be properly incident thereto. In making such
a  determination,  the Federal Reserve Board is required to consider whether the
performance of such activities can reasonably be expected to produce benefits to
the public, such as convenience,  increased  competition or gains in efficiency,
which  outweigh  possible  adverse  effects,  such  as  undue  concentration  of
resources,  decreased  or unfair  competition,  conflicts of interest or unsound
banking practices.  The Federal Reserve Board is also empowered to differentiate
between   activities   commenced  de  novo  and  activities   commenced  by  the
acquisition,  in whole or in part, of a going  concern.  Some of the  activities
that the  Federal  Reserve  Board has  determined  by  regulation  to be closely
related to banking include making or servicing  loans,  performing  certain data
processing  services,  acting as a fiduciary or investment or financial advisor,
and making investments in corporations or projects designed primarily to promote
community welfare.

         Effective on March 11, 2000,  the Gramm  Leach-Bliley  Act of 1999 (the
"GLB Act") allows a bank holding company or other company to certify status as a
financial  holding  company,  which allows such company to engage in  activities
that are financial in nature,  that are  incidental to such  activities,  or are
complementary to such activities. The GLB Act enumerates certain activities that
are deemed financial in nature,  such as underwriting  insurance or acting as an
insurance principal, agent or broker, underwriting, dealing in or making markets
in securities,  and engaging in merchant banking under certain restrictions.  It
also  authorizes the Federal Reserve Board to determine by regulation what other
activities are financial in nature, or incidental or complementary thereto.

         Subsidiary  banks of a bank  holding  company  are  subject  to certain
restrictions  imposed by the Federal  Reserve Act on any extensions of credit to
the bank  company or any of its  subsidiaries,  or  investments  in the stock or
other  securities  thereof,  and on the  taking of such stock or  securities  as
collateral  for  loans to any  borrower.  Further,  a  holding  company  and any
subsidiary bank are prohibited  from engaging in certain tie-in  arrangements in
connection  with the  extension  of  credit.  A  subsidiary  bank may not extend
credit,  lease or sell  property,  or furnish any  services,  or fix or vary the
consideration  for any of the foregoing on the condition  that: (i) the customer
obtain or provide some additional  credit,  property or services from or to such
bank other than a loan,  discount,  deposit or trust service;  (ii) the customer
obtain or provide some additional credit, property or service from or to company
or any other subsidiary of
                                        4
<PAGE>

the company;  or (iii) the customer  not obtain some other  credit,  property or
service  from  competitors,  except for  reasonable  requirements  to assure the
soundness of credit extended.

         Commitments to Subsidiary  Banks.  Under Federal  Reserve  policy,  the
Company is expected to act as a source of financial  strength to the Bank and to
commit  resources to support the Bank in  circumstances  when it might not do so
absent such policy.

         Limitations of Acquisitions of Common Stock. The federal Change in Bank
Control  Act  prohibits  a person or group from  acquiring  "control"  of a bank
holding company unless the Federal Reserve has been given 60 days' prior written
notice of such  proposed  acquisition  and within  that time  period the Federal
Reserve Board has not issued a notice  disapproving the proposed  acquisition or
extending  for up to another 30 days the period  during which such a disapproval
may be issued. An acquisition may be made prior to expiration of the disapproval
period  if the  Federal  Reserve  issues  written  notice of its  intent  not to
disapprove the action. Under a rebuttable presumption established by the Federal
Reserve,  the  acquisition  of 10% or more of a class of voting  stock of a bank
holding  company with a class of securities  registered  under Section 12 of the
Exchange Act or which would represent the single largest  interest in the voting
stock would,  under the circumstances  set forth in the presumption,  constitute
the acquisition of control.

         In addition,  with limited exceptions,  any "company" would be required
to obtain the approval of the Federal  Reserve  under the BHCA before  acquiring
25% (5% in the case of an acquirer  that is a bank  holding  company) or more of
the  outstanding  Common Stock of, or such lesser number of shares as constitute
control over, the Company.  Such approval would be contingent  upon, among other
things,  the acquirer  registering  as a bank  holding  company,  divesting  all
impermissible  holdings and ceasing any  activities not  permissible  for a bank
holding company.

         The Federal Reserve has adopted capital adequacy guidelines pursuant to
which it assesses the adequacy of an institution's capital. These guidelines are
substantially  similar  to those  which are  applicable  to the Bank,  discussed
below.

         The Bank. The Bank, as a Virginia chartered  commercial bank which is a
member of the Federal  Reserve System (a "state member bank") and whose accounts
are  insured  by the Bank  Insurance  Fund of the FDIC up to the  maximum  legal
limits  of  the  FDIC,  is  subject  to  regulation,   supervision  and  regular
examination  by the Bureau of  Financial  Institutions  and the Federal  Reserve
Board.  The  regulations  of these various  agencies  govern most aspects of the
Bank's  business,   including   required  reserves  against   deposits,   loans,
investments,  mergers and  acquisitions,  borrowing,  dividends and location and
number of branch offices. The laws and regulations  governing the Bank generally
have been promulgated to protect depositors and the deposit insurance funds, and
not for the purpose of protecting stockholders.

         Competition  among commercial  banks,  savings banks, and credit unions
has increased  following  enactment of  legislation  which greatly  expanded the
ability of banks and bank holding  companies to engage in interstate  banking or
acquisition activities.  As a result of federal and state legislation,  banks in
the Washington D.C./Maryland/Virginia area can, subject to limited restrictions,
acquire or merge with a bank in another of the jurisdictions,  and can branch de
novo in any of the jurisdictions.  The GLB Act allows a wider array of companies
to own banks,  which could result in companies with resources  substantially  in
excess of the Company's entering into competition with the Company and the Bank.

         Banking is a business which depends on interest rate differentials.  In
general, the differences between the interest paid by a bank on its deposits and
its other  borrowings  and the interest  received by a bank on loans extended to
its customers and  securities  held in its investment  portfolio  constitute the
major portion of the Bank's earnings.  Thus, the earnings and growth of the Bank
will be subject to the influence of economic conditions generally, both domestic
and foreign,  and also to the monetary and fiscal  policies of the United States
and its agencies,  particularly  the Federal Reserve Board,  which regulates the
supply of money through  various means  including open market dealings in United
States government securities.  The nature and timing of changes in such policies
and their impact on the Bank cannot be predicted.

         Branching and  Interstate  Banking.  The federal  banking  agencies are
authorized to approve  interstate  bank merger  transactions  without  regard to
whether such transaction is prohibited by the law of any state,  unless the home

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<PAGE>

state of one of the banks has opted out of the interstate bank merger provisions
of the Riegle-Neal  Interstate Banking and Branching Efficiency Act of 1994 (the
"Riegle-Neal  Act")  by  adopting  a law  after  the  date of  enactment  of the
Riegle-Neal  Act  and  prior  to June  1,  1997  which  applies  equally  to all
out-of-state  banks  and  expressly  prohibits  merger  transactions   involving
out-of-state  banks.  Interstate  acquisitions of branches are permitted only if
the law of the state in which the branch is located  permits such  acquisitions.
Such  interstate  bank mergers and branch  acquisitions  are also subject to the
nationwide and statewide insured deposit concentration  limitations described in
the Riegle-Neal Act.

         The Riegle-Neal Act authorizes the federal banking  agencies to approve
interstate  branching  de novo by  national  and  state  banks in  states  which
specifically  allow for such branching.  The District of Columbia,  Maryland and
Virginia have all enacted laws which permit interstate acquisitions of banks and
bank branches and permit out-of-state banks to establish de novo branches.

         Capital  Adequacy  Guidelines.  The Federal  Reserve Board and the FDIC
have  adopted  risk based  capital  adequacy  guidelines  pursuant to which they
assess the  adequacy  of capital in  examining  and  supervising  banks and bank
holding  companies and in analyzing  bank  regulatory  applications.  Risk-based
capital  requirements  determine  the  adequacy  of  capital  based  on the risk
inherent in various classes of assets and off-balance sheet items.

         State  member  banks  are  expected  to meet a  minimum  ratio of total
qualifying  capital (the sum of core capital (Tier 1) and supplementary  capital
(Tier  2)) to risk  weighted  assets of 8%. At least  half of this  amount  (4%)
should be in the form of core capital.

         Tier 1 Capital  generally  consists of the sum of common  stockholders'
equity  and  perpetual  preferred  stock  (subject  in the case of the latter to
limitations on the kind and amount of such stock which may be included as Tier 1
Capital),  less goodwill,  without adjustment for changes in the market value of
securities classified as "available for sale" in accordance with FAS 115. Tier 2
Capital  consists  of  the  following:  hybrid  capital  instruments;  perpetual
preferred  stock  which  is not  otherwise  eligible  to be  included  as Tier 1
Capital;  term  subordinated  debt and  intermediate-term  preferred stock; and,
subject to limitations,  general allowances for loan losses. Assets are adjusted
under  the   risk-based   guidelines  to  take  into  account   different   risk
characteristics,  with the  categories  ranging from 0% (requiring no risk-based
capital)  for  assets  such as cash,  to 100% for the bulk of  assets  which are
typically  held  by a  bank  holding  company,  including  certain  multi-family
residential  and  commercial  real estate loans,  commercial  business loans and
consumer  loans.  Residential  first  mortgage  loans  on  one  to  four  family
residential  real  estate and certain  seasoned  multi-family  residential  real
estate loans, which are not 90 days or more past-due or non-performing and which
have been made in accordance with prudent underwriting  standards are assigned a
50%  level  in  the  risk-weighing  system,  as  are  certain   privately-issued
mortgage-backed  securities  representing  indirect  ownership  of  such  loans.
Off-balance  sheet items also are  adjusted to take into  account  certain  risk
characteristics.

         In addition to the risk-based capital requirements, the Federal Reserve
Board has  established a minimum 3.0% Leverage  Capital Ratio (Tier 1 Capital to
total adjusted  assets)  requirement for the most  highly-rated  banks,  with an
additional  cushion  of at least 100 to 200 basis  points  for all other  banks,
which  effectively  increases the minimum  Leverage Capital Ratio for such other
banks to 4.0% - 5.0% or more.  The  highest-rated  banks are those  that are not
anticipating or experiencing  significant growth and have well diversified risk,
including no undue interest rate risk exposure,  excellent  asset quality,  high
liquidity,  good earnings and, in general,  those which are  considered a strong
banking organization. A bank having less than the minimum Leverage Capital Ratio
requirement  shall,  within  60 days of the date as of which it fails to  comply
with such requirement,  submit a reasonable plan describing the means and timing
by which the bank shall achieve its minimum Leverage Capital Ratio  requirement.
A bank which fails to file such plan is deemed to be  operating in an unsafe and
unsound  manner,  and could  subject  a bank to a  cease-and-desist  order.  Any
insured  depository  institution with a Leverage Capital Ratio that is less than
2.0% is deemed to be  operating  in an unsafe or unsound  condition  pursuant to
Section 8(a) of the Federal Deposit Insurance Act (the "FDIA") and is subject to
potential  termination of deposit insurance.  However,  such an institution will
not be subject to an  enforcement  proceeding  solely on account of its  capital
ratios,  if it has entered into and is in compliance with a written agreement to
increase  its  Leverage  Capital  Ratio and to take such other  action as may be
necessary for the  institution  to be operated in a safe and sound  manner.  The
capital  regulations  also provide,  among other  things,  for the issuance of a
capital  directive,  which  is a final  order  issued  to a bank  that  fails to
maintain  minimum  capital or to restore  its  capital  to the  minimum  capital
requirement within a specified time period. Such directive is enforceable in the
same manner as a final cease-and-desist order.

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<PAGE>

         At December 31, 1999,  the Bank's Tier 1 risk based  capital  ratio was
8.17%,  its Total risk based capital  ratio was 10.15% and its Leverage  Capital
ratio was 6.59%.  At December 31, 1999,  the Company's Tier 1 Capital was 8.16%,
its Total Capital was 9.01% and its Leverage Capital ratio was 6.58%.

         Prompt  Corrective  Action.  Under Section 38 of the FDIA, each federal
banking agency is required to implement a system of prompt corrective action for
institutions  which it regulates.  The federal banking agencies have promulgated
substantially  similar  regulations to implement the system of prompt corrective
action  established  by Section 38 of the FDIA.  Under the  regulations,  a bank
shall be  deemed to be:  (i) "well  capitalized"  if it has a Total  Risk  Based
Capital  Ratio of 10.0% or more,  a Tier 1 Risk Based  Capital  Ratio of 6.0% or
more, a Leverage Capital Ratio of 5.0% or more and is not subject to any written
capital order or directive; (ii) "adequately capitalized" if it has a Total Risk
Based  Capital  Ratio of 8.0% or more, a Tier 1 Risk Based Capital Ratio of 4.0%
or more and a Tier 1 Leverage  Capital Ratio of 4.0% or more (3.0% under certain
circumstances)  and does not meet the  definition of "well  capitalized;"  (iii)
"undercapitalized"  if it has a Total Risk Based Capital Ratio that is less than
8.0%,  a Tier 1 Risk  based  Capital  Ratio that is less than 4.0% or a Leverage
Capital  Ratio that is less than 4.0% (3.0% under certain  circumstances);  (iv)
"significantly undercapitalized" if it has a Total Risk Based Capital Ratio that
is less than 6.0%, a Tier 1 Risk Based Capital Ratio that is less than 3.0% or a
Leverage   Capital   Ratio  that  is  less  than  3.0%;   and  (v)   "critically
undercapitalized"  if it has a ratio of tangible  equity to total assets that is
equal to or less than 2.0%.

         An institution  generally must file a written capital  restoration plan
which meets specified  requirements  with an appropriate  federal banking agency
within 45 days of the date the institution  receives notice or is deemed to have
notice that it is undercapitalized, significantly undercapitalized or critically
undercapitalized.  A federal  banking agency must provide the  institution  with
written  notice of  approval  or  disapproval  within 60 days after  receiving a
capital restoration plan, subject to extensions by the applicable agency.

         An institution  which is required to submit a capital  restoration plan
must  concurrently  submit a performance  guaranty by each company that controls
the  institution.  Such guaranty shall be limited to the lesser of (i) an amount
equal to 5.0% of the institution's  total assets at the time the institution was
notified  or  deemed to have  notice  that it was  undercapitalized  or (ii) the
amount  necessary at such time to restore the relevant  capital  measures of the
institution  to the levels  required for the  institution  to be  classified  as
adequately  capitalized.  Such a guaranty shall expire after the federal banking
agency notifies the institution that it has remained adequately  capitalized for
each of four consecutive calendar quarters. An institution which fails to submit
a written capital  restoration plan within the requisite  period,  including any
required performance  guaranty,  or fails in any material respect to implement a
capital  restoration plan, shall be subject to the restrictions in Section 38 of
the FDIA which are applicable to significantly undercapitalized institutions. At
December  31,  1999,  the  Bank  was  considered  to  be  a  "well  capitalized"
institution for purposes of Section 38 of the FDIA.

         A  "critically  undercapitalized   institution"  is  to  be  placed  in
conservatorship  or  receivership  within  90  days  unless  the  FDIC  formally
determines  that  forbearance  from such action would better protect the deposit
insurance fund. Unless the FDIC or other appropriate  federal banking regulatory
agency makes specific  further  findings and certifies  that the  institution is
viable and is not  expected to fail,  an  institution  that  remains  critically
undercapitalized on average during the fourth calendar quarter after the date it
becomes critically undercapitalized must be placed in receivership.  The general
rule is that the FDIC will be appointed as receiver  within 90 days after a bank
becomes critically  undercapitalized unless extremely good cause is shown and an
extension  is agreed to by the federal  regulators.  In  general,  good cause is
defined  as  capital  which has been  raised  and is  imminently  available  for
infusion into the bank except for certain technical requirements which may delay
the infusion for a period of time beyond the 90 day time period.

         Immediately upon becoming undercapitalized, an institution shall become
subject to the provisions of Section 38 of the FDIA,  which (i) restrict payment
of capital  distributions and management fees; (ii) require that the appropriate
federal  banking agency monitor the condition of the institution and its efforts
to restore its capital;  (iii) require submission of a capital restoration plan;
(iv)  restrict the growth of the  institution's  assets;  and (v) require  prior
approval of certain expansion proposals.  The appropriate federal banking agency
for an  undercapitalized  institution  also may take any number of discretionary
supervisory  actions  if the  agency  determines  that any of these  actions  is
necessary  to resolve the  problems  of the  institution  at the least  possible
long-term cost to the deposit insurance fund,

                                        7
<PAGE>

subject  in  certain  cases  to  specified   procedures.   These   discretionary
supervisory  actions  include:  requiring the  institution  to raise  additional
capital; restricting transactions with affiliates;  requiring divestiture of the
institution or the sale of the institution to a willing purchaser; and any other
supervisory  action  that the agency  deems  appropriate.  These and  additional
mandatory  and  permissive  supervisory  actions  may be taken  with  respect to
significantly undercapitalized and critically undercapitalized institutions.

         Additionally,  under  Section  11(c)(5) of the FDIA, a  conservator  or
receiver  may  be  appointed  for an  institution  where:  (i) an  institution's
obligations  exceed its assets;  (ii) there is  substantial  dissipation  of the
institution's  assets or  earnings  as a result of any  violation  of law or any
unsafe or unsound  practice;  (iii) the  institution  is in an unsafe or unsound
condition;  (iv) there is a willful violation of a  cease-and-desist  order; (v)
the  institution  is unable to pay its  obligations  in the  ordinary  course of
business;  (vi) losses or threatened  losses deplete all or substantially all of
an  institution's  capital,  and there is no  reasonable  prospect  of  becoming
"adequately capitalized" without assistance; (vii) there is any violation of law
or unsafe or unsound practice or condition that is likely to cause insolvency or
substantial  dissipation  of  assets  or  earnings,   weaken  the  institution's
condition,  or otherwise  seriously prejudice the interests of depositors or the
insurance fund; (viii) an institution ceases to be insured; (ix) the institution
is  undercapitalized  and  has  no  reasonable  prospect  that  it  will  become
adequately capitalized,  fails to become adequately capitalized when required to
do so, or fails to submit or materially implement a capital restoration plan; or
(x)  the   institution   is   critically   undercapitalized   or  otherwise  has
substantially insufficient capital.

         Regulatory   Enforcement   Authority.   Federal   banking   law  grants
substantial  enforcement powers to federal banking regulators.  This enforcement
authority  includes,  among  other  things,  the  ability to assess  civil money
penalties,   to  issue  cease-and-desist  or  removal  orders  and  to  initiate
injunctive  actions against  banking  organizations  and  institution-affiliated
parties.  In general,  these enforcement actions may be initiated for violations
of laws and  regulations  and  unsafe or  unsound  practices.  Other  actions or
inactions may provide the basis for enforcement action,  including misleading or
untimely reports filed with regulatory authorities.

Item 2.  Description of Property

         The Bank offers its services from its main office,  located at 5350 Lee
Highway in Arlington,  Virginia,  and nine additional  banking offices,  and its
bank  operations  center.  The Bank purchased the 5350 Lee Highway  property for
$1,400,000 in cash in April 1994. That property, consisting of two connected red
brick buildings,  contains an aggregate of  approximately  18,000 square feet of
space on  three  levels.  The Bank  utilizes  one of the  buildings,  containing
approximately  10,000  square  feet,  as  the  executive  offices  and a  branch
facility.  In August 1995,  the Bank sold the  connected  building  which it had
previously leased out, for $690,000.  The Bank operates a branch located at 2930
Wilson Boulevard,  Arlington, Virginia. That property, which consists of a stand
alone brick building  containing  approximately 2,400 square feet on a parcel of
approximately  18,087 square feet,  was purchased by the Bank for  $1,500,000 in
April  1997.  The Bank also  operates  a branch  location  at 5140 Duke  Street,
Alexandria,  Virginia.  That  property,  which  consists  of a two  story  brick
building containing approximately 4,800 square feet on a parcel of approximately
16,800 square feet,,  was purchased by the Bank for $850,000 in April 1997.  The
Bank leases  eight  locations:  the  Alexandria  Office,  located at 1414 Prince
Street, Alexandria,  Virginia, consists of 2,500 square feet; the McLean Office,
located at 1356 Chain Bridge Road,  McLean,  Virginia,  consists of 1,625 square
feet; the Williamsburg  Boulevard  Office,  located at 6500  Williamsburg  Road,
Arlington,  Virginia,  consists of 1,781  square  feet;  the  Annandale  Office,
located at 4230 John Marr Drive, Annandale,  Virginia,  consists of 2,400 square
feet;  the  Fairfax  Office,  located at 10777 Main  Street,  Fairfax  Virginia,
consists of 2,038 square feet; the Vienna  Office,  located at 374 Maple Avenue,
Vienna, Virginia, consists of 5,831 square feet; the King Street Office, located
at 506 King Street, Alexandria Virginia,  consists of 1,484 square feet, and the
Bank's  operations  center,  located  at  14201  Sullyfield  Circle,  Chantilly,
Virginia consists of 5,579 square feet. All of the leases contain renewal option
clauses for one or two additional five-year terms, and in some instances require
payment of certain operating charges.  The total rental expense under the leases
was $547,159 in 1999. The total minimum rental commitment under the leases as of
December 31, 1999 is as follows:  $570,897 for 2000; $530,036 for 2001; $499,939
for 2002; $340,627 for 2003 and $1,369,448 for 2004 and beyond.

Item 3.  Legal Proceedings

         From  time to time  the  Company  is a  participant  in  various  legal
proceedings  incidental  to its  business.  In the  opinion of  management,  the
liabilities  (if any)  resulting  from such  legal  proceedings  will not have a
material effect on


                                        8

<PAGE>


the financial position of the Company.

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

         No  matter  was  submitted  to a vote of the  security  holders  of the
Company  during the fourth  quarter of 1999.  On December 15, 1999 the Agreement
and Plan of Share Exchange between the Company and the Bank, dated September 22,
1999,  was  approved at a Special  Meeting of  Shareholders  of the Bank held on
December 15, 1999.  The Agreement and Plan of Share Exchange was approved by the
following vote of the 1,968,985 shares entitled to vote at the special meeting:

         For:                 1,390,928
         Against:                 6,234
         Abstain                  6,117

Pursuant to the Agreement and Plan of Share  Exchange,  each of the  outstanding
shares of common stock $1.00 par value of the Bank was been  converted  into one
share of the common  stock  $1.00 par value of the  Company.  As a result of the
Agreement  and  Plan of Share  Exchange,  the  Bank  has  become a wholly  owned
subsidiary of the Company

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

         The information  required under Item 5 is hereby incorporated herein by
reference  from the  material  under  the  caption  "Market  Price of Stock  and
Dividends" on page 15 of the  Company's  Annual Report for the fiscal year ended
December 31, 1999.

Item 6. Management's Discussion and Analysis or Plan of Operation

         The information  required under Item 6 is hereby incorporated herein by
reference  from the  material  under the caption  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operation" on pages 5 through 15
of the Company's Annual Report for the fiscal year ended December 31, 1999.

Item 7.  Financial Statements

         The information  required under Item 7 is hereby incorporated herein by
reference from the material under the caption "Financial Statements" on pages 16
through 36 of the Company's Annual Report for the fiscal year ended December 31,
1999.

Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

         There has been no change of or disagreement  with the  Company's/Bank's
independent accountants during the twenty-four month period prior to the date of
the Company's/Bank's most recent financial statements.

                                    PART III

Item 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act

         The information  required under Item 9 is hereby incorporated herein by
reference from the material under the caption "ELECTION OF DIRECTORS"  contained
on pages 3 through 6, and under the caption  "Compliance  with Section  16(a) of
the Securities Exchange Act of 1934" on page 9, of the Company's Proxy Statement
for the Annual Meeting of Stockholders to be held on April 26, 2000.


                                        9
<PAGE>


Item 10.  Executive Compensation

         The information required under Item 10 is hereby incorporated herein by
reference from the material under the caption  "EXECUTIVE  OFFICER  COMPENSATION
AND CERTAIN TRANSACTIONS," contained on pages 6 through 9 of the Company's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 26, 2000.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

         The information required under Item 11 is hereby incorporated herein by
reference from the material under the captions "VOTING  SECURITIES AND PRINCIPAL
HOLDERS THEREOF" contained on pages 2 and 3 of the Company's Proxy Statement for
the Annual Meeting of Stockholders to be held on April 26, 2000.

Item 12.  Certain Relationships and Related Transactions

         The information required under Item 12 is hereby incorporated herein by
reference from the material under the caption  "Transactions with Management and
Others"  contained on page 9 of the  Company's  Proxy  Statement  for the Annual
Meeting of Stockholders to be held on April 26, 2000.

                                     PART IV

Item 13.  Exhibits, Lists and Reports on Form 8-K

         (a) Audited  Financial  Statements -  Incorporated  by reference to the
Annual  Report to  Shareholders  for the Year ended  December  31, 1999  <TABLE>
<CAPTION>


                  DESCRIPTION                                                                 PAGE IN ANNUAL REPORT

<S>                                                                                                             <C>
Independent Auditor's Report.....................................................................................36
Consolidated Balance Sheets at December 31, 1999 and 1998........................................................16
Consolidated Statements of Income and Comprehensive Income
         for the Years Ended December 31, 1999, 1998 and 1997....................................................17
Consolidated Statements of Changes in Stockholders' Equity
         for the Years Ended December 31, 1999, 1998 and 1997....................................................18
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997.......................19
Notes to Consolidated Financial Statements.......................................................................20
</TABLE>

         (b).     Exhibits.

   Exhibit No.                                  Description
   -----------                                  -----------
       3.1          Articles of Incorporation of Virginia Commerce Bancorp, Inc.
       3.2          Bylaws of Virginia Commerce Bancorp, Inc.
      10.1          1998 Stock Option Plan
       11           Statement Regarding Computation of Per Share Earnings
       13           1999 Annual Report to Stockholders
       21           Subsidiaries of the Registrant.
       27           Financial Data Schedule
------------------

(c) The Company filed a report on Form 8-K dated December 22, 1999 reporting the
consummation  of the Plan and Agreement of Share Exchange  pursuant to which the
Bank became a wholly owned subsidiary of the Company,  and reporting the vote at
the Special  Meeting of  Shareholders  at which the Plan and  Agreement of Share
Exchange was approved.


                                       10
<PAGE>

                                   SIGNATURES

                 In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                 VIRGINIA COMMERCE BANCORP, INC.


                                                 By: /s/ Peter A. Converse
                                                 -------------------------------
                                                  Peter A. Converse, President
                                                     and Chief Executive Officer
Dated:  March 22, 2000

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

                  Name                              Capacity                           Date
<S>                                        <C>                                        <C>


-----------------------------              Director                                    March   , 2000
Leonard Adler


/s/ Peter A. Converse                      President and Chief Executive               March 22, 2000
-----------------------------              Officer (Principal Executive Officer)
Peter A. Converse

/s/ Frank L. Cowles, Jr.
-----------------------------              Director                                    March 22, 2000
Frank L. Cowles, Jr.


/s/ W. Douglas Fisher                      Chairman of the Board of Directors          March 22, 2000
-----------------------------
W. Douglas Fisher


/s/ David M. Guernsey                      Vice Chairman of the Board of Directors     March 22, 2000
-----------------------------
David M. Guernsey

/s/ Robert H. L'Hommedieu
-----------------------------              Director                                    March 22, 2000
Robert H. L'Hommedieu

/s/ Norris E. Mitchell
-----------------------------              Director                                    March 22, 2000
Norris E. Mitchell

/s/ Arthur L. Walters
-----------------------------              Director                                    March 22, 2000
Arthur L. Walters


/s/ William K. Beauchesne                  Treasurer and Chief Financial Officer       March 22, 2000
-------------------------                  (Principal Financial and Accounting Officer)
William K. Beauchesne
</TABLE>