<PAGE>

--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

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

                   For the Fiscal Year Ended December 31, 2000

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

         For the Transition Period From ______________ to ______________


    Commission file number                            000-22747
                                                   ---------------

                  VIRGINIA COMMONWEALTH FINANCIAL CORPORATION

             (Exact name of registrant as specified in its charter)

            Virginia                                           54-1542438
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

    102 S. Main Street, Culpeper, Virginia                          22701
   (Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code: (540) 825-4800

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, par value $2.50

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  [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K.  [X]

    The aggregate market value of common stock held by non-affiliates of the
                 registrant as of March 1, 2001 was $55,507,200

     The number of shares outstanding of the registrant's common stock as of
                         March 1, 2001 were 2,312,800.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the definitive Proxy Statement dated March 1, 2001 to be
     delivered to stockholders in connection with the Annual Meeting of
     Stockholders to be held May 16, 2001 are incorporated by reference into
     Part III.
<PAGE>

  The undersigned registrant hereby amends Part I, Item1 and Part II, Item 7 of
its Annual Report on Form 10-K for the year ended December 31, 2000, previously
filed with the Securities and Exchange Commission on March 16, 2001, as follows:

                                    PART I

ITEM 1.  BUSINESS


General

     Virginia Commonwealth Financial Corporation ("VCFC", "Virginia
Commonwealth" or the "Company") is a bank holding company incorporated under the
laws of the Commonwealth of Virginia on July 2, 1990.  VCFC holds 100% ownership
in four affiliate companies: Second Bank & Trust (SB&T) which was chartered in
1900 and acquired by VCFC on July 2, 1990, pursuant to the formation of the
holding company; Caroline Savings Bank ("CSB"), which was acquired by the
Company on February 14, 2000; Virginia Heartland Bank ("VHB"), which was
acquired by the Company on October 8, 1998; and Virginia Commonwealth Trust
Company, which was organized in May, 1999. The trust subsidiary purchased the
existing trust division of Second Bank & Trust.

     The Company's primary asset is its stock investment in the affiliates, with
cash and short-term investments accounting for the remainder of assets. SB&T
owns one subsidiary, Second Service Company, which owns a 12% partnership
interest in Bankers Title of Fredericksburg, a title insurance company.  VHB
also owns a subsidiary, Virginia Heartland Service Corporation, which owns a 6%
partnership interest in Banker's Title of Fredericksburg. CSB owns one
subsidiary, Caroline Financial Services Corporation, which owns its 1.5%
partnership interest in Bankers Title of Fredericksburg.

     The Company is headquartered in Culpeper, Virginia, and, through its
affiliates, offers a full array of banking, trust and investment services
through fourteen retail offices serving the counties of Caroline, Culpeper,
Madison, Orange, Rockingham, Spotsylvania, Stafford and the City of
Fredericksburg.  The banks' primary business is the granting of residential real
estate loans, commercial real estate loans, and, to a lesser extent, commercial
business and consumer loans, funded through solicitation of deposits. The trust
subsidiary provides investment management, trust, estate administration and
financial planning services. The Company's affiliates are community-oriented
organizations servicing the financial service needs of their respective markets.

     The principal sources of funds for the Company's lending and investment
activities include deposits, repayments on loans and mortgage-backed securities,

                                      -2-
<PAGE>

repayments on maturing securities and advances from the Federal Home Loan Bank
of Atlanta. Principal sources of revenue include interest and fees on loans and
investment securities, fee income derived from deposit and investment account
relationships. Principal expenses include interest paid on deposits and advances
as well as operating expenses.

     For more information on the Company's business, see "Message to
Stockholders" on pages 2 through 3 of the 2000 Annual Report to Shareholders.

Lending Activities

At December 31, 2000, loans receivable, net of unearned income and the allowance
for loan losses, totaled  $304.917 million, an increase of 11.04% from $274.604
million in 1999.  The increase in loans was due principally to growth in our
commercial real estate lending market, particularly through our Harrisonburg and
Fredericksburg markets.  The Corporation's member banks' loan portfolios
continue to be primarily 1-4 family real estate, with construction and
commercial real estate and consumer loans representing an increasing component.
At December 31, 2000, off balance sheet unused loan commitments and standby
letters of credit amounted to $47.919 million.  These commitments may be secured
or unsecured. On December 31, 2000, Virginia Commonwealth had no concentration
of loans to any one industry in excess of 10% of its loan portfolio.

Virginia Commonwealth's residential real estate loan portfolio (including home
equity lines) represented approximately 41% of its total loan portfolio at
December 31, 2000.  The residential mortgage loans made by Virginia
Commonwealth's subsidiary bank's are made predominately for single family,
owner-occupied residences within their market region.  Residential mortgage
loans offered by Virginia Commonwealth's subsidiary banks are either adjustable
rate loans or fixed rate loans with 20 to 30 year amortization schedules that
mature with a balloon payment on the one, three or five year anniversary of the
loan.  Collateral consists of the deed of trust on the financed property and the
loan generally does not exceed 80% of the collateral value.  In addition,
Virginia Commonwealth's subsidiary banks sell into the secondary market
permanent residential mortgage loans that conform to each agency's underwriting
guidelines.  Virginia Commonwealth does not maintain the servicing rights on
these sold loans.

                                      -3-
<PAGE>

The next largest category in Virginia Commonwealth's loan portfolio is non-
residential real estate loans.  This category includes owner-occupied commercial
loans and represented 26% of the total loan portfolio at year-end.  These loans
are made at a maximum of 80% loan-to-value and are either fixed or adjustable
rate loans.  These loans are generally personally guaranteed by the principals
of the business.

Approximately 7% of Virginia Commonwealth's loan portfolio at December 31, 2000,
was comprised of commercial loans.  Virginia Commonwealth's subsidiary banks
offer a variety of commercial loans within their market region, including
revolving lines of credit, working capital loans, equipment financing loans, and
letters of credit.  Although Virginia Commonwealth's subsidiary banks typically
look to the borrower's cash flow as the principal source of repayment for such
loans, assets, such as accounts receivable, inventory and equipment, secure many
of the loans within this category.  Virginia Commonwealth's commercial loans
generally bear a fixed rate of interest and many are made on a demand basis.

Virginia Commonwealth's real estate construction portfolio represents 9% of
Virginia Commonwealth's portfolio at December 31, 2000.  Generally, all
construction loans are made to finance owner-occupied properties with permanent
financing commitments in place.  Virginia Commonwealth's construction loans
generally bear a floating rate of interest and mature in one year or less.  Loan
underwriting standards for such loans generally limit the loan amount to 75% of
the finished appraised value of the project.

Consumer loans were 13% of Virginia Commonwealth's total loan portfolio at
December 31, 2000.  Virginia Commonwealth's subsidiary banks offers a wide
variety of consumer loans, which include installment loans, auto loans, credit
card loans, and other secured and unsecured credit facilities.  The performance
of the consumer loan portfolio is directly tied to and dependent upon the
general economic conditions in the bank's respective market region.

CREDIT POLICIES AND PROCEDURES

Virginia Commonwealth has established guidelines governing, among other things,
lending practices, credit analysis and approval procedures, and credit quality
review.

                                      -4-
<PAGE>

Virginia Commonwealth's loan approval policies provide for various levels of
officer lending authority. When the aggregate outstanding loans to a single
borrower exceed an individual officer's lending authority, the loan request must
be approved by an officer with a higher lending limit or by the bank's loan
review committee. The loan review committee can make loans up to the bank's
legal lending limit, which was approximately $7.5 million at December 31, 2000.
Borrower requests exceeding the bank's legal lending limit will be made in
participation with other lending institutions.

All loans to an individual borrower are reviewed each time the borrower requests
a renewal or extension of any loan or requests an additional loan. All lines of
credit are reviewed annually prior to renewal.

The allowance for loan losses provides for losses that are inherent in the loan
portfolio.  Provisions for loan losses are charged to operations to maintain the
total allowance for loan losses at a level deemed appropriate by management.
Each of Virginia Commonwealth's member banks have a formal loan review program
that regularly reviews loans and assigns credit ratings or classifications based
on estimated risk.  Activities of the loan review program are reviewed with the
Board of Directors monthly.  Factors considered include historical loss
experience, the volume and type of lending conducted, the value of non-
performing assets and current economic conditions. The allowance for loan losses
is an estimation, and many other factors may determine the actual level of
losses. The allowance is also subject to regulatory examinations and
determination as to adequacy.

Loans are placed on nonaccrual when a loan is specifically determined to be
impaired or when principal or interest is delinquent for 90 days or more. Any
unpaid interest previously accrued on those loans is reversed from income.
Interest income generally is not recognized on specific impaired loans unless
the likelihood of further loss is remote. Cash payments received on such loans
are applied as a reduction of the loan principal balance. Interest income on
other nonaccrual loans is recognized only to the extent of interest payments
received. Changes in the allowance relating to impaired loans are charged or
credited to the provision for loan losses.

An impaired loan is charged-off when management determines that the prospect of
recovery of the principal of the loan has significantly diminished.

                                      -5-
<PAGE>

Competition

     The banking business in Virginia, and in the Banks' market area
specifically, is highly competitive with respect to both loans and deposits. The
subsidiary banks principle competition in its market area consists of the major
statewide and community banks. The Banks also compete with savings associations,
credit unions, brokerage houses and mortgage brokers. The primary factors in
competing for savings deposits include convenience of locations and rates being
offered. Primary factors in competing for loans include rate and fee structures
as well as compliment of product offerings.

Employees

     At December 31, 2000, VCFC had 5 employees. The affiliate banks and trust
company employ another 184 full-time employees.  The Company's success is highly
dependent on its ability to attract and retain qualified employees.  To date,
the Company believes it has been successful in its efforts to recruit qualified
employees, but there can be no assurance that it will continue to be as
successful in the future.  None of the Company's employees are subject to
collective bargaining agreements.  The Company believes relations with its
employees are excellent.

Regulation, Supervision and Governmental Policy

VCFC is registered as a bank holding company under the Federal Bank Holding
Company Act of 1956, as amended, and is subject to supervision and regulation by
the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board") and State Corporation Commission ("SCC").  As a bank holding company,
VCFC is required to furnish to the Federal Reserve Board an annual report of its
operations at the end of each fiscal year and to furnish such additional
information as the Federal Reserve Board may require pursuant to the Bank
Holding Company Act.  The Federal Reserve Board and SCC also may conduct
examinations of VCFC.

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

       The Act creates a new form of financial organization called a financial
holding company that may own banks, insurance companies and securities firms. A
financial holding company is authorized to engage in any activity that is

                                      -6-
<PAGE>

financial in nature, incidental to an activity that is financial in nature, or
is a complimentary activity. These activities may include insurance, securities
transactions, and traditional banking related activities. The Act establishes a
consultative and cooperative procedure between the Federal Reserve and the
Secretary of the Treasury for purposes of determination as to the scope of
activities permitted by the Act.

       A bank holding company must satisfy special criteria to qualify for the
expanded powers authorized by the Act, including the maintenance of a well-
capitalized and well-managed status for all affiliate banks and a satisfactory
community reinvestment rating,

       The Company is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum capital
requirements can initiate certain mandatory or possibly additional discretionary
actions by regulators that, if undertaken, could have a direct material effect
on the Company's financial statements.  Under capital adequacy guidelines and
the regulatory framework for prompt corrective action, the Company must meet
specific capital guidelines that involve quantitative measures of the Company's
assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices.  The Company's capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

       Quantitative measures established by regulation to ensure capital
adequacy require the Company to maintain minimum amounts and ratios of total and
Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of
Tier 1 capital to average assets.  Management believes, as of December 31, 2000,
that the Company meets all capital adequacy requirements to which it is subject.

       As of December 31, 2000, the most recent notification from the Federal
Reserve Bank categorized the Company as "well capitalized" under the regulatory
framework for prompt corrective action.  To be categorized as "well
capitalized," the Company must maintain minimum total risk-based, Tier 1 risk-
based, and Tier 1 leverage ratios.  There are no conditions or events since
notification that management believes have changed the institution's category.
See Note 21 to the consolidated financial statements on pages 39 and 40 of the
2000 Audited Financial Statements herein for further discussion.

New Accounting Pronouncements

See "New Accounting Pronouncements" under Note 1 of the 2000 Audited Financial
Statements herein for discussion. The adoption of SFAS133 and SFAS 140 did not
have a material effect on Virginia Commonwealth's financial position or results
of operations.

                                      -7-
<PAGE>

                                    PART II

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

       The following discussion provides information about the major components
of the results of operations, financial condition, liquidity and capital
resources of Virginia Commonwealth Financial Corporation (VCFC). This discussion
and analysis should be read in conjunction with "Selected Financial Data" and
the Consolidated Financial Statements and notes thereon presented elsewhere in
this report.

       In addition to historical information, statements contained in this
report that are not historical facts may be construed as forward-looking
statements. The forward-looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from
historical results, or those anticipated. The risks and uncertainties that may
affect the Company include, but are not limited to: the growth in the economy,
interest rate movements, timely development by the Corporation of technology
enhancements for its products and operating systems, the impact of competitive
products and the internet, services and pricing, customer needs and banking
legislation. Readers are cautioned not to place undue reliance on these forward-
looking statements, which reflect management's analysis only as of the date
thereof.

Corporate Highlights

       Virginia Commonwealth Financial Corporation ended the year 2000 with
assets of $459.2 million. During 2000, VCFC completed its acquisition of
Caroline Savings Bank based in Caroline County with one office in
Fredericksburg, Virginia, giving VCFC a total of three locally owned community
banks and an independent trust company in contiguous markets with a history of
being good financial service providers to their respective communities.
Furthermore, VCFC became a partner in a multi-bank consortium that acquired four
Virginia based insurance agencies during 2000. It is anticipated that the
initial offering of a full range of insurance products will occur by mid-2001.

Results of Operations

       VCFC achieved record earnings for the year on a consolidated basis with
earnings of $4.911 million, or $2.08 per diluted share, compared to $4.623

                                      -8-
<PAGE>

million or $1.96 per diluted share. Earnings before after-tax nonrecurring
charges of $230 thousand associated primarily with the Caroline acquisition and
back-office consolidations were $5.141 million or $2.18 per diluted share,
representing a 7.4% increase over $4.785 million or $2.03 per share for 1999.

       The nonrecurring items referred to above, net of related tax benefits,
totaled $230 thousand in 2000, $162 thousand in 1999 and $334 thousand in 1998.
These charges include the accounting, legal and investment banking fees in
connection with acquisitions; and costs associated with conversion of computer
systems and related back-office consolidations.

       Two key profitability ratios include return on average assets (ROA) and
return on average equity (ROE). Recurring earnings results for 2000 represent a
return on average assets of 1.18% and return on average equity of 10.44%,
compared to 1999 ratios of 1.18% and 10.20%, respectively.
<TABLE>
<CAPTION>
                                                                       Three Months Ended
                             -------------------------------------------------------------------------------------------------------
                                                 2000                                                      1999
                             ------------------------------------------------       ------------------------------------------------
(Dollars in thousands)       Dec. 31      Sept. 30      June 30      Mar. 31        Dec. 31       Sept. 30      June 30      Mar. 31
------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>
Interest income              $8,752        $8,522        $7,994       $7,754         $7,808        $7,441        $7,430       $7,227
Interest expense              4,213         4,106         3,632        3,430          3,412         3,379         3,299        3,223
------------------------------------------------------------------------------------------------------------------------------------
Net interest income           4,539         4,416         4,362        4,324          4,396         4,062         4,131        4,004
Provision for loan losses       194           166           155          155            289           173           184          191
------------------------------------------------------------------------------------------------------------------------------------
Net interest income after
  provision
  for loan
  losses                      4,345         4,250         4,207        4,169          4,107         3,889         3,947        3,813
Other income                    970           844           892          756            705           897           859          866
Other expense                 3,574         3,355         3,455        3,242          3,363         3,086         3,182        3,019
------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes    1,741         1,739         1,644        1,683          1,449         1,700         1,624        1,660
Applicable income taxes         505           477           453          461            418           476           429          487
------------------------------------------------------------------------------------------------------------------------------------
Net income                   $1,236        $1,262        $1,191       $1,222         $1,031        $1,224        $1,195       $1,173
====================================================================================================================================
Net income per share, basic   $0.53         $0.53         $0.51        $0.52          $0.44         $0.52         $0.51        $0.49
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

       The improvement in net income in 2000 was the result of improvements in
both net interest income and noninterest income. Net interest income, on a
taxable equivalent basis, increased $925 thousand or 5.3% to $18.373 million for
the year ended December 31, 2000. Tax equivalent net interest income for 1999
was $17.448 million, an increase of $998 thousand or 6.1% from $16.450 million
for 1998. Non-interest income increased 4.1% to $3.462 million for the year
ended December 31, 2000 compared to $3.327 million in 1999 and $2.934 million
(increase of 13.4%) in 1998.

                                      -9-
<PAGE>

Net Interest Income and Net Interest Margin

       The improvement in net interest income, as noted in the following tables,
is primarily a function of increases in average earning assets, generated by
balance sheet growth, which offset decreases in the net interest margin
experienced in both 2000 and 1999. The net interest margin, which represents the
taxable equivalent net yield on average earning assets, was 4.47% in 2000, 4.58%
in 1999 and 4.68% in 1998. The decrease in 2000 as compared to 1999 and 1998 can
be attributed to rising costs of funds associated with attracting deposits in
what was a rising interest rate environment for most of this period.

       Average earning assets increased $29.485 million to $410.773 million at
December 31, 2000, an increase of 7.7% over $381.288 million in 1999. Average
earning assets in 1999 increased 8.5% from $351.466 million in 1998.The increase
in average earning assets can be attributed to loan and securities growth funded
with retail deposit growth and FHLB advances.

       The following table illustrates the average balance sheets of VCFC for
each of the three years ended December 31, 2000, 1999 and 1998. In addition, the
amounts and rates of tax equivalent interest earned on earning assets, with
related yields and interest-bearing liabilities, are illustrated. The tax
equivalent adjustment, utilizing a federal statutory rate of 34%, amounted to
$732,000, $855,000 and $563,000 in 2000, 1999 and 1998, respectively.
<TABLE>
<CAPTION>
                          Year ended December 31               Year ended December 31               Year ended December 31
                                   2000                                 1999                                 1998
                       Average    Interest  Average         Average    Interest  Average         Average    Interest  Average
Dollars in thousands   Balance    Inc/Exp    Rates          Balance    Inc/Exp    Rates          Balance    Inc/Exp    Rates
-----------------------------------------------------------------------------------------------------------------------------
<S>     <C>
Assets

Loans receivable,
  net                  $291,903    $26,285     9.00%        $263,654    $23,475     8.90%        $232,075    $22,113     9.53%
Investment
  securities
  Taxable                80,525      4,853     6.03%          82,482      4,949     6.00%          86,723      5,272     6.08%
  Tax exempt             24,832      1,760     7.09%          25,015      1,820     7.28%          19,471      1,499     7.70%
-----------------------------------------------------------------------------------------------------------------------------
Total Investments       105,357      6,613     6.28%         107,497      6,769     6.30%         106,194      6,771     6.38%

Interest bearing
  deposits                3,389        222     6.55%           1,300         54     4.15%             388         22     5.67%
Federal funds sold       10,124        634     6.26%           8,837        463     5.24%          12,809        691     5.39%
-----------------------------------------------------------------------------------------------------------------------------
Total Earning Assets    410,773     33,754     8.22%         381,288     30,761     8.07%         351,466     29,597     8.42%
                                                 Tax Eql.                             Tax Eql.                             Tax Eql.
Allowance for loan
  losses                 (3,277)                              (2,852)                              (2,395)
Cash and due from
  banks                  12,046                               11,221                               10,041
Bank premises and
  equipment              11,173                               10,927                                9,933
Other assets              7,794                                6,853                                7,848
-----------------------------------------------------------------------------------------------------------------------------
Total Assets           $438,509                             $407,437                             $376,893
=============================================================================================================================
</TABLE>

                                      -10-
<PAGE>

<TABLE>
<CAPTION>
                                         Year ended December 31             Year ended December 31         Year ended December 31
                                                  2000                             1999                             1998
                                      Average    Interest  Average      Average   Interest  Average      Average   Interest  Average
Dollars in thousands                  Balance    Inc/Exp    Rates       Balance   Inc/Exp    Rates       Balance   Inc/Exp    Rates
------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>
Liabilities and Stockholders'
  Equity
Time and savings deposits
    Interest-bearing transaction
      accounts                       $ 42,351   $   900     2.13%     $ 40,243   $   783     1.95%     $ 37,314   $   861     2.31%
    Money market deposit accounts      46,695     1,541     3.30%       46,420     1,500     3.23%       36,564     1,271     3.48%
    Passbook savings accounts          41,436     1,322     3.19%       40,643     1,296     3.19%       37,867     1,197     3.16%
    Certificates of deposit
      (greater than $100,000)          42,370     2,352     5.55%       35,842     1,855     5.18%       31,902     1,884     5.91%
    Other certificates of deposit     153,218     8,503     5.55%      144,718     7,627     5.27%      137,302     7,529     5.48%
------------------------------------------------------------------------------------------------------------------------------------
Total Time and Savings Deposits       326,070    14,618     4.48%      307,866    13,061     4.24%      280,949    12,742     4.54%

Federal funds sold                        758        49     6.46%          860        40     4.65%        1,359        73     5.37%
Note payable                                -         -                     51         3        -            34         2     5.88%
Other borrowings                          531        31     5.84%          433        21     4.85%          416        21     5.05%
Federal Home Loan Bank advances         9,855       683     6.93%        2,942       185     6.29%        2,950       200     6.78%
Master notes                                -         -                     93         3     3.23%        2,798       109     3.90%
------------------------------------------------------------------------------------------------------------------------------------
Total Interest- Bearing
  Liabilities                         337,214    15,381     4.56%      312,245    13,313     4.26%      288,506    13,147     4.56%
Demand deposits                        49,557                           45,330                           40,632
Other liabilities                       2,511                            2,910                            3,025
------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities                     389,282                          360,485                          332,163
Stockholders' equity                   49,227                           46,952                           44,730
------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and
   Stockholders' Equity              $438,509                         $407,437                         $376,893
====================================================================================================================================
Net interest income (tax
  equivalent)                                   $18,373                          $17,448                          $16,450
====================================================================================================================================
    Average interest rate spread                            3.66%                            3.80%                            3.86%
    Interest expense as a
      percentage of average
      earning assets                                        3.74%                            3.49%                            3.74%
    Net interest margin                                     4.47%                            4.58%                            4.68%
====================================================================================================================================
</TABLE>

Net interest is affected by both (1) changes in the interest rate spread (the
difference between the weighted average yield on interest earning assets and the
weighted average cost of interest-bearing liabilities) and (2) changes in volume
(average balances of interest-earning assets and interest- bearing liabilities).

                                      -11-
<PAGE>

       The following table sets forth certain information regarding changes in
interest income and interest expense of the Corporation for the years indicated.
For each category of interest-earning assets and interest-bearing liabilities,
information is provided regarding changes attributable to (1) changes in volume
of balances outstanding (changes in volume multiplied by prior period interest
rate) (2) changes in the interest earned or paid on the balances (changes in
rate multiplied by prior period volume) and (3) and rate/volume variances which
are allocated in proportion to the relationship of the absolute dollar amounts
of the change in each.
<TABLE>
<CAPTION>
                                                                           Years ended December 31
                                                             2000 vs 1999                             1999 vs 1998
                                                         Increase (Decrease)                       Increase (Decrease)
Dollars in thousands                                      Due to changes in:                        Due to changes in:
------------------------------------------------------------------------------------------------------------------------------
                                                   Volume          Rate          Total         Volume         Rate      Total
------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>           <C>            <C>           <C>        <C>
Earning Assets: (1)
   Loans                                            $2,541         $ 269         $2,810        $2,628        $(1,266)   $1,362
   Securities:
      Taxable                                         (118)           22            (96)         (255)           (68)     (323)
      Tax-exempt                                       (13)          (47)           (60)          398            (77)      321
------------------------------------------------------------------------------------------------------------------------------
      Total securities                                (131)          (25)          (156)          143           (145)       (2)
   Interest-bearing deposits                           168             -            168            32              -        32
   Federal funds sold                                   73            98            171          (209)           (19)     (228)
------------------------------------------------------------------------------------------------------------------------------
      Total earning assets                          $2,648         $ 467         $3,115        $2,536        $(1,494)   $1,042
------------------------------------------------------------------------------------------------------------------------------

Interest-bearing Liabilities:
   Time and savings deposits:
        Interest-bearing deposits                   $   42         $  75         $  117        $   78        $  (156)   $  (78)
        Money market deposits                            9            32             41           310            (81)      229
        Savings deposits                                25             1             26            88             11        99
        Certificates of deposit:
            Certificates of $100,000 or more           355           142            497           (17)           (12)      (29)
            Certificates of less than $100,000         460           416            876           350           (252)       98
------------------------------------------------------------------------------------------------------------------------------
        Total time and savings deposits             $  891         $ 666         $1,557        $  809        $  (490)   $  319
     Federal funds purchased                            (4)           13              9           (24)            (9)      (33)
     Notes payable                                      (3)            -             (3)            -              1         1
     Federal Home Loan Bank advances                   477            21            498            (1)           (14)      (15)
     Other short term borrowings                         -             7              7          (125)            19      (106)
------------------------------------------------------------------------------------------------------------------------------
          Total interest-bearing liabilities        $1,361         $ 707         $2,068        $  659        $  (493)   $  166
------------------------------------------------------------------------------------------------------------------------------
     Change in net interest income                  $1,287         $(240)        $  925        $1,877        $(1,001)   $  998
==============================================================================================================================
</TABLE>
Note: The combined effect on interest due to changes in both volume and rate,
      which cannot be separately identified, has been allocated proportionately
      to the change due to volume and the change due to rate.


Interest Rate Sensitivity

       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.
VCFC and its affiliated banks are subject to interest rate sensitivity to the
degree that its interest-earning assets mature or re-price at a different time
interval from that of its interest-bearing liabilities.

       The Corporation uses a number of tools to manage its interest rate risk,

                                      -12-
<PAGE>

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 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 effects on net interest income and
present value equity under varying market rate assumptions.

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

       The following table illustrates the Corporation's market risk exposure as
represented by the present value change in equity under various rate scenarios
as of December 31, 2000.
<TABLE>
<CAPTION>
                                                                                 Current
                                          Minus 200 pts.     Minus 100 pts.     Fair Value     Plus 100 pts.     Plus 200 pts.
<S>                                       <C>                <C>                <C>            <C>               <C>
(Dollars in thousands)
Securities and other investments             $123,500           $121,967       $120,106          $117,853          $115,577
     Market value change                        3,392              1,860              -            (2,253)           (4,529)

Loans receivable                              315,999            310,641        304,652           298,151           291,945
     Market value change                       11,349              5,990              -            (6,503)          (12,708)

Total rate sensitive assets                   439,499            432,608        424,758           416,004           407,522
Other assets                                   31,118             31,118         31,118            31,118            31,118

Total assets                                  470,617            463,726        455,876           447,122           438,640
                                             --------           --------       --------          --------          --------
Deposits
   Rate sensitive                             348,279            342,788        337,471           332,321           327,330
     Market value change                       10,808              5,317              -            (5,150)          (10,142)
   Non rate sensitive                          53,850             52,398         51,012            49,687            48,420
     Market value change                        2,838              1,386              -            (1,325)           (2,592)

Total liabilities                             402,129            395,186        388,483           382,008           375,750
                                             --------           --------       --------          --------          --------
Present Value Equity                         $ 68,488           $ 68,540       $ 67,393          $ 65,114          $ 62,890
                                             ========           ========       ========          ========          ========
     Market Value Change                     $  1,095           $  1,147       $      -          $ (2,279)         $ (4,503)
                                             ========           ========       ========          ========          ========
          Percentage Change                      1.62%              1.70%             0%            -3.38%            -6.68%
                                             ========           ========       ========          ========          ========
</TABLE>

                                      -13-
<PAGE>

Non-interest Income

       Non-interest income consists of earnings generated primarily from service
charges on deposit accounts, fiduciary income from trust operations, commissions
on investment sales and gains on the sale of mortgage loans in the secondary
market. Each major component of non-interest income exhibited growth in 2000 as
compared to 1999 with the exception of fees on loans sold through mortgage
operations, which decreased $303 thousand or 42.6% due primarily to the higher
mortgage interest rate environment in 2000. Overall, the Corporation's non-
interest income increased 4.1% to $3.462 million for the year ended December 31,
2000 compared to $3.327 million in 1999 and $2.934 million (13.4%) in 1998. The
increase in 1999 vs. 1998 can be attributed to mortgage operations, which was
influenced by an active refinance market in 1999.

Non-interest Expense

       Non-interest expenses include personnel costs, occupancy and equipment
costs, advertising and marketing costs, professional fees and other various
operating costs. Non-interest expenses for 2000 were $13.627 million, compared
to $12.650 million in 1999 and $11.401 million in 1998, respectively. The
increase in 2000 compared to 1999 of  $977 thousand or 7.7% was attributable to
several factors, the most significant of which was $253 thousand in merger and
restructuring costs. Excluding such nonrecurring costs for 2000 and 1999, non-
interest expenses increased 6.8%, with personnel costs accounting for much of
this increase. The increase in 1999 compared to 1998 of $1.249 million or 10.9%
was attributable to infrastructure costs including the startup costs associated
with one new retail branch and two trust offices, professional fees associated
with personnel recruitment and the spin-off of Virginia Commonwealth Trust
Company and personnel costs. VCFC's efficiency ratio, calculated as recurring
non-interest expenses as a percentage of recurring non-interest income plus tax
equivalent net interest income, was 61.40% in 2000, compared to 60.52% in 1999
and 56.16% in 1998.

Asset Quality/Provision for Loan Losses

       The allowance for loan losses provides for losses that are inherent in
the loan portfolio. Provisions for loan losses are charged to operations to
maintain the total allowance for loan losses at a level deemed appropriate by
management. Each of VCFC's member banks has a formal loan review program that
regularly reviews loans and assigns risk ratings using a seven point grading
system for each loan in the portfolio. This rating system is also used for the

                                      -14-
<PAGE>

evaluation of impairment. When a loan has been identified as impaired, a
specific reserve may be established based on the Bank's calculation of the loss
embedded in the individual loan. VCFC maintains its allowance for loan losses by
assigning loss factors to established risk ratings based on loss experience for
each loan category over a period of years and adjusts the factors for existing
economic conditions as well as performance trends within specific areas, such as
real estate and commercial. In addition, loss factors are applied to homogeneous
pools of loans for inherent losses in those groups. Each subsidiary bank
periodically reviews significant individual credits and adjusts the allowance
when deemed necessary. Activities of the loan review program are reviewed with
the Board of Directors monthly. The allowance for loan losses is an estimation,
and many other factors may determine the actual level of losses. The allowance
is also subject to regulatory examinations and determination as to adequacy.

       The provision for loan losses for 2000 amounted to $670 thousand, a
decrease of $167 thousand or 20.0% compared to $837 thousand in 1999. The
provision for 1999 compared to 1998 represented a decrease of $78 thousand or
8.5%. These decreases are consistent with decreasing charge-off experience, with
net charge-offs of $261 thousand in 2000, $295 thousand in 1999 and $589
thousand in 1998. The ratio of net charge-offs to average outstanding loans was
 .09% in 2000, .11% in 1999 and .25% in1998. The excess of provisions over net
charge-offs is consistent with the increase in the loan portfolio from year to
year, with a ratio of allowance to gross loans receivable of 1.14% in 2000,
1.11% in 1999 and 1.00% in 1998.

       The gradual increasing trend in the allowance for loan losses as a
percentage of loans is attributable to a number of factors. The increase is
partly due to the changing composition of the portfolio. The portfolio makeup
has added additional risk through the acquisition of loan portfolios of two
smaller community banks (Virginia Heartland and Caroline Savings Bank). Despite
the fact that net charge offs decreased recently, we believe that additional
risk factors include limited documentation of certain relationships in the
acquired entities and a higher concentration of small business lending, which is
more sensitive to a recession and a general weakness in lending personnel at
these banks. While the formal risk rating program in place at Virginia
Commonwealth prior to these acquisitions has been put in place at each
affiliate, it is management's belief that the current level of allowance as a
percentage of the loan portfolio is adequate to cover inherent losses in the
portfolio.

       During the fourth quarter of 2000, management recorded a specific reserve
of $355,000 in connection with a commercial real estate borrower. As noted in
Note 6 to the consolidated financial statements for the year ended December 31,
2000, management recorded this entire relationship as an impaired asset in the
fourth quarter, which significantly increased the level of impaired assets at
December 31, 2000.

                                      -15-
<PAGE>

       Management believes the allowance is adequate to absorb losses inherent
in the loan portfolio. The Corporation does not anticipate that such provisions
will have a material adverse impact on the results of operations in future
periods.
<TABLE>
<CAPTION>
                                                                        December 31
(In thousands)                                            2000     1999     1998     1997     1996
--------------------------------------------------------------------------------------------------
<S>     <C>
Allowance for loan losses, January 1                    $3,080   $2,538   $2,212   $2,029   $2,122
Loans charged off:
     Commercial                                             33      152      286       97      203
     Real estate                                            31       56        7        1       57
     Installment                                           285      168      392      357      458
--------------------------------------------------------------------------------------------------
   Total loans charged off                                 349      376      685      455      718
--------------------------------------------------------------------------------------------------
Recoveries:
     Commercial                                              -        -        2       18        9
     Real estate                                            24        7        -        -       23
     Installment                                            64       74       94       69       55
--------------------------------------------------------------------------------------------------
   Total recoveries                                         88       81       96       87       87
--------------------------------------------------------------------------------------------------
     Net charge offs                                       261      295      589      368      631
   Provision for loan losses                               670      837      915      551      538
--------------------------------------------------------------------------------------------------
Allowance for loan losses, December 31                  $3,489   $3,080   $2,538   $2,212   $2,029
==================================================================================================
Ratio of allowance for loan losses to
     total loans outstanding at end of year               1.14%    1.11%    1.00%    0.98%    1.03%
==================================================================================================
Ratio of net charge offs (recoveries) to
     average loans outstanding during the year            0.09%    0.11%    0.25%    0.23%    0.33%
==================================================================================================
</TABLE>


     As discussed above and in Note 6 to the consolidated financial statements
for the year ended December 31, 2000, the specific reserve of $355,000 recorded
in the fourth quarter had the effect of reducing the unallocated reserve
allocation.

     Prior to 2000, Virginia Commonwealth allocated its allowance for loan
losses based on assigned risk ratings and allocation percentages based on
historical loss experience, regulatory classifications, the volume and type of
lending conducted, the value of non-performing assets and current economic
conditions.  Beginning in 2000, Virginia Commonwealth began assigning its
internal risk ratings to the regulatory defined classifications as promulgated
by its primary regulators. Utilizing the same risk rating system as in the past,
risk ratings were assigned to special mention, substandard, doubtful and loss
categories, and loss factors as determined by management were used accordingly.
Classified loans are assigned a higher allowance factor than non-rated loans
within a particular loan category.  Classified loans are assigned a higher
allowance factor due to management's concerns regarding collectability or
specific issues surrounding the particular credit.   This methodology also had
the effect of increasing the required allowance for 2000.

                                      -16-
<PAGE>

<TABLE>
<CAPTION>
                                                                                  December 31
(In thousands)                                                   2000       1999       1998       1997       1996
-----------------------------------------------------------------------------------------------------------------
<S>    <C>
Allocation of allowance for possible
   loan losses, end of year
     Commercial, financial and agricultural                  $    766   $     87   $    129   $    119   $    238
     Real estate - construction                                   341          5         18         80         14
     Real estate - mortgage                                       672        165        295        261        164
     Installment loans to individuals                             300        120        141        147        113
     Unallocated                                                1,410      2,703      1,955      1,605      1,500
-----------------------------------------------------------------------------------------------------------------
   Total allowance for loan losses                              3,489      3,080      2,538      2,212      2,029
-----------------------------------------------------------------------------------------------------------------
Percentage of loans in each category
   to total loans, end of year
     Commercial, financial and agricultural                    26,565     26,522     22,330     20,400     21,112
     Real estate - construction                                28,021     22,911     24,070     24,043     13,343
     Real estate - mortgage                                   206,117    192,679    158,558    139,304    126,505
     Installment loans to individuals                          40,212     34,355     46,590     39,062     33,438
-----------------------------------------------------------------------------------------------------------------
   Total loans outstanding                                    300,915    274,053    251,548    222,809    194,398
                                                           ======================================================
Ratio of loans to total year-end loans
     Commercial, financial and agricultural                      8.83%      9.68%      8.88%      9.16%     10.86%
     Real estate - construction                                  9.31%      7.48%      9.57%     10.79%      6.86%
     Real estate - mortgage                                     68.50%     70.31%     63.03%     62.52%     65.08%
     Installment loans to individuals                           13.36%     12.54%     18.52%     17.53%     17.20%
                                                           ------------------------------------------------------
                                                               100.00%    100.00%    100.00%    100.00%    100.00%
</TABLE>



Non-performing assets consist of the Corporation's non-accrual loans and real
estate owned. Loans are generally placed on non-accrual status when the
collection of principal or interest is ninety days or more past due, or earlier,
if collection is uncertain based on an evaluation of the net realizable value of
the collateral and the financial strength of the borrower. For those loans,
which are carried on non-accrual status, interest is recognized on a cash basis.

       Real estate acquired by the member banks as a result of foreclosure or
in-substance foreclosure is classified as other real estate owned (OREO). Such
real estate is initially recorded at the lower of cost or fair value less

                                      -17-
<PAGE>

estimated selling costs. Further losses are recorded as charges to operations if
management determines value of the OREO has deteriorated, or expenses associated
with maintaining such property have been incurred. VCFC's OREO at December 31,
2000 amounted to $782 thousand, consisting primarily of residential real estate
properties and building lots. The following table summarizes non-performing
assets for the past five years.
<TABLE>
<CAPTION>
                                                                                 December 31
(Dollars in thousands)                                 2000              1999              1998              1997              1996
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>
Non-accrual loans                                   $   908           $   399           $   673           $   719           $   783
Other property owned                                    782               902               762               463               659
===================================================================================================================================
Total non-performimg assets                         $ 1,690           $ 1,301           $ 1,435           $ 1,182           $ 1,442
===================================================================================================================================
Loans past due 90 days
     accruing interest                              $    20           $   257           $   742           $   803           $ 1,376
===================================================================================================================================
Allowance for loan losses to
     non-accrual loans                               384.25%           771.93%           377.12%           307.65%           259.26%
===================================================================================================================================
Non-performing assets to year-end
     loans and other property owned                    0.54%             0.47%             0.65%             0.52%             0.87%
===================================================================================================================================
</TABLE>

Analysis of Financial Condition

       The Corporation had total assets of $459.221 million at December 31,
2000, an increase of 10.5% over 1999. Total assets for 1999 represented an
increase of 4.8% over 1998. Balance sheet growth for 2000 was influenced by loan
growth, which was funded primarily through deposit growth and borrowings from
the FHLB of Atlanta.  A broader franchise and stable economy for most of 2000
were positive factors.

Loan Portfolio

       At December 31, 2000, loans, net of unearned income and the allowance for
loan losses, totaled  $304.917 million, an increase of 11.04% from $274.604
million in 1999.  The increase in loans was due principally to growth in our
commercial real estate lending market, particularly through our Harrisonburg and
Fredericksburg markets.  The Corporation's member banks' loan portfolios
continue to be primarily 1-4 family real estate, with construction and
commercial real estate and consumer loans representing an increasing component.
At December 31, 2000, off balance sheet unused loan commitments and standby
letters of credit amounted to $47.919 million.  These commitments may be secured
or unsecured. On December 31, 2000, VCFC had no concentration of loans to any
one industry in excess of 10% of its loan portfolio.

       Residential real estate loans consist of fixed rate loans that have
contractual maturities of one, three, or five years with balloon payments, and
are secured by first liens on real estate, and adjustable rate mortgages are

                                      -18-
<PAGE>

also offered.  The Banks historically have limited their real estate lending to
its market area and has applied conservative loan standards, which have,
management believes, insured the quality of the loan portfolio.  VCFC also makes
real estate construction loans generally for residential and commercial
construction purposes and for local construction projects with acceptable take
out commitments.  Real estate construction loans currently offered by the Banks
generally have six month to nine-month terms. Construction loans outstanding
total $28.021 million at December 31, 2000. VCFC also offers various types of
installment loans including automobile, home improvement, equipment and personal
loans.

       The following tables set forth the makeup and certain maturity for the
loan portfolio at December 31, 2000.
<TABLE>
<CAPTION>
                                                                         December 31
(Dollars in thousands)                      2000            1999            1998            1997            1996
-----------------------------------------------------------------------------------------------------------------
<S>    <C>
Real estate loans
  Construction                           $ 28,021        $ 20,497        $ 22,687        $ 22,565        $ 11,668
  Mortgage                                206,117         192,679         174,324         151,988         140,409
Commercial loans                           22,339          23,152          17,680          17,779          18,202
Installment loans                          40,212          34,355          30,423          26,735          22,816
Other loans                                 4,226           3,370           3,993           3,269           3,699
-----------------------------------------------------------------------------------------------------------------
Total loans before deduction of
  unearned income                         300,915         274,053         249,107         222,336         196,794
Less: unearned income                        (606)           (606)           (420)           (359)           (367)
-----------------------------------------------------------------------------------------------------------------
Total loans before allowance
  for loan losses                         300,309         273,447         248,687         221,977         196,427
Less: allowance for loan losses            (3,489)         (3,080)         (2,538)         (2,212)         (2,029)
-----------------------------------------------------------------------------------------------------------------
Net loans                                 296,820         270,367         246,149         219,765         194,398
Loans held for sale                         8,097           4,237           5,400           3,044               -
-----------------------------------------------------------------------------------------------------------------
Total loans                              $304,917        $274,604        $251,549        $222,809        $194,398
=================================================================================================================
</TABLE>

                                      -19-
<PAGE>

Information regarding the interest rate sensitivity of the loan portfolio is as
follows:
<TABLE>
<CAPTION>


                                                            After one but
                                           One year         but less than       After
(Dollars in thousands)                     or less           five years      five years         Total
------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>               <C>           <C>
Real estate loans                           $55,372          $ 91,716         $86,283         $233,371
Commercial loans                             10,084             5,450           6,803           22,337
Installment loans                             6,032            30,483           3,555           40,070
Other loans                                   1,348             2,127             754            4,229
------------------------------------------------------------------------------------------------------
Net loans (1)                                72,836           129,776          97,395          300,007
Loans held for sale                           8,097                                              8,097
------------------------------------------------------------------------------------------------------
Total loans                                 $80,933          $129,776         $97,395         $308,104
======================================================================================================
</TABLE>
(1) Excluding nonaccrual loans and before deduction of unearned income or the
    allowance for loan losses.  Includes loans classified as impaired under
    FASB 114.


       At December 31, 2000, VCFC's aggregate commercial, financial,
agricultural and real estate construction loans due after one year with
adjustable rates amounted to $1.78 million, respectively, while such loan types
due after one year with predetermined interest rates amounted to $25.666
million.
<TABLE>
<CAPTION>
                                                                  December 31, 2000
                                                 Commercial, financial           Real estate -
(Dollars in thousands)                             and agricultural              construction
------------------------------------------------------------------------------------------------
<S>     <C>
Within 1 year                                          $10,053                    $16,863
Variable rate:
  Over one year through five years                     $    76                    $ 1,706
  Over five years                                      $     -                    $     -
Fixed rate:
  Over one year through five years                     $ 7,915                    $ 5,512
  Over five years                                      $ 8,661                    $ 3,578
</TABLE>

Securities

       Investment securities and securities available for sale totaled $109.502
million and comprised 23.85% of   total assets at December 31, 2000, as compared
with $106.010 million and 25.51% of assets at December 31, 1999.  The
Corporation's yield on its securities portfolio decreased slightly in 2000, with
the portfolio yielding 6.28% in 2000 compared to 6.30% in 1999. The Corporation
attempts to maintain diversity in its portfolio, maintain durations that are
consistent with its asset/liability management and hold a significant allocation
of securities in states and political subdivisions that provide tax benefits.

                                      -20-
<PAGE>

The following table includes information with respect to the Corporation's
securities portfolio at December 31, 2000.
<TABLE>
<CAPTION>
                                                 December 31, 2000 (1)
----------------------------------------------------------------------------------------------------------------------
                                       1 Year              1 - 5            5 - 10           Over 10
(In thousands)                         or Less             Years             Years             Years             Total
----------------------------------------------------------------------------------------------------------------------
<S>     <C>
U. S. Treasuries:
     Amortized cost                    $ 4,013           $ 2,505           $     -            $    -          $  6,518
     Weighted average yield               5.69%             5.42%             0.00%             0.00%             5.59%
U. S. Govt. Agencies:
     Amortized cost                    $ 8,574           $38,684           $11,180            $  906          $ 59,344
     Weighted average yield               5.98%             6.09%             6.10%             6.10%             6.08%
Corporate Bonds:
     Amortized cost                    $ 1,499           $ 9,450           $ 1,517            $    -          $ 12,466
     Weighted average yield               5.97%             6.52%             5.91%             0.00%             6.38%
Municipal Bonds:
     Amortized cost                    $ 1,575           $12,407           $13,662            $  519          $ 28,163
     Weighted average yield               6.64%             6.67%             6.96%             7.42%             6.82%
Other Securities:
     Amortized cost                    $     -           $   390           $     -            $2,472          $  2,862
     Weighted average yield               0.00%             8.59%             0.00%            10.00%             8.59%
Total Securities:
     Amortized cost                    $15,661           $63,436           $26,359            $3,897          $109,353
     Weighted average yield               5.97%             6.26%             6.53%             8.75%             6.34%
</TABLE>

(1) Yields on tax-exempt securities have been computed on a tax-equivalent
    basis.


       At December 31, 2000 the Corporation had municipal obligations issued by
the State of Virginia with an aggregate book value of $13.777 million and market
value of $14.016 million.

Deposits

       The Corporation was able to achieve some deposit growth in 2000. Deposits
at December 31, 2000 amounted to $389.896 million, an increase of $28.559
million or 7.9% over $361.337 million in 1999. Funds provided by the increase in
deposits allowed the Corporation to fund its loan growth with retail deposits,
limit the use of short term assets and higher cost borrowings, and better
leverage its capital base in 2000. Non-interest bearing deposits increased by
$11.048 million or 24.9% in 2000, which helped offset the higher cost associated
with an increase of $15.0 million in certificates of deposit. The over all cost
of deposit funds increased to 4.56% in 2000, compared to 4.26% in 1999 and 4.56%
in 1998.

                                      -21-
<PAGE>

The following table illustrates average outstanding deposits and rates paid.
<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                             2000                1999                1998
---------------------------------------------------------------------------------------------
(Dollars in thousands)                  Amount   Rate       Amount   Rate       Amount   Rate
---------------------------------------------------------------------------------------------
<S>    <C>
Non-interest-bearing
      demand accounts                  $ 49,557     -      $ 45,330     -      $ 40,632     -
Interest-bearing accounts:
       Interest checking                 42,351  2.13%       40,243  1.95%       37,314  2.31%
       Money market                      46,695  3.30%       46,420  3.23%       36,564  3.48%
       Regular savings                   41,436  3.19%       40,643  3.19%       37,867  3.16%
       Time deposits:
            Less than $100,000          153,218  5.55%      144,718  5.27%      137,302  5.48%
            $100,000 and over            42,370  5.55%       35,842  5.18%       31,902  5.91%
---------------------------------------------------------------------------------------------
Total interest-bearing                  326,070  4.48%      307,866  4.24%      280,949  4.54%
=============================================================================================
Total average deposits                 $375,627            $353,196            $321,581
=============================================================================================
</TABLE>

<TABLE>
<CAPTION>
MATURITIES OF TIME DEPOSITS OF $100,000 AND OVER

(Dollars in thousands)
----------------------------------------------------------------------
At December 31, 2000
<S>                                                  <C>
  Within three months                                          $ 7,462
  Three to six months                                            6,259
  Six to twelve months                                          17,002
  Over twelve months                                            17,046
                                                   -------------------
                                                               $48,769
                                                   ===================
</TABLE>

GENERAL

Capital Adequacy

       Management seeks to maintain a capital structure that will maintain a
level of capital that ensures the Corporation will meet regulatory requirements
for a "well - capitalized" institution and absorb potential losses. In achieving
this goal, management recognizes the need to obtain proper leveraging of its
capital base to maximize shareholder value.

       Stockholders' equity as of December 31, 2000 of $49.960 million increased
$2.772 million or approximately 5.9% from $47.188 million in 1999. The
Corporation had a ratio of risk-weighted assets to total capital of 17.20% and
18.56% at December 31, 2000 and 1999, and a ratio of risk-weighted assets to
Tier I capital of 16.08% and 17.44% at December 31, 2000 and 1999, respectively.

                                      -22-
<PAGE>

Liquidity

       Liquidity is identified as the ability to generate or acquire sufficient
amounts of cash when needed and at reasonable cost to accommodate withdrawals,
payments of debt, and increased loan demand.  These events may occur daily or
other short-term intervals in the normal operation of the business.  Experience
helps management predict time cycles in the amount of cash required.  In
assessing liquidity, management gives consideration to relevant factors
including stability of deposits, quality of assets, economy of market served,
concentrations of business and industry, competition, and the Corporation's
overall financial condition.  The Corporation's primary source of liquidity is
cash, due from banks, fed funds sold and securities in our available for sale
portfolio.  In addition, the Bank has substantial lines of credit from its
correspondent banks and access to the Federal Reserve discount window and
Federal Home Loan Bank of Atlanta to support liquidity as conditions dictate.

       The Corporation has no brokered deposits.  Certificates of deposit in
denominations of $100 thousand or more represent 12.3% of total deposits
primarily from established core depositors.

       In the judgment of management, the Company maintains the ability to
generate sufficient amounts of cash to cover normal requirements and any
additional needs, which may arise, within realistic limitations.

New Accounting Pronouncements

Note 1 to the Consolidated Financial Statements is incorporated by reference and
included herein. The adoption of SFAS133 and SFAS 140 did not have a material
effect on Virginia Commonwealth's financial position or results of operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

       See "Interest Rate Sensitivity" under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" for
discussion.

                                      -23-
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual
Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly
authorized.

VIRGINIA COMMONWEALTH FINANCIAL CORPORATION (Registrant)

By:         /s/ O. R. Barham, Jr.                       11/29/01
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         O. R. Barham, Jr.                                Date
         President and Director

          /s/ Jeffrey W. Farrar                         11/29/01
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       Jeffrey W. Farrar, CPA                             Date
       Executive Vice President/
         Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to the Annual Report on Form 10-K has been signed below by the
following persons on behalf of the registrant and in the capacities indicated as
of November 29, 2001.

DATE                                  SIGNATURE AND TITLE
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         11/29/01                     /s/ O. R. Barham, Jr.
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                                      O. R. Barham, Jr., President & Director

         11/29/01                     /s/ E. Page Butler
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                                      E. Page Butler, Director

         11/29/01                     /s/ Gregory L. Fisher
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                                      Gregory L. Fisher, Director

         11/29/01                     /s/ Marshall D. Gayheart, Jr.
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                                      Marshall D. Gayheart, Jr., Director

         11/29/01                     /s/ Taylor E. Gore
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                                      Taylor E. Gore, Chairman & Director

         11/29/01                     /s/ W. Robert Jebson, Jr.
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                                      W. Robert Jebson, Jr., Director

         11/29/01                     /s/ H. Wayne Parrish
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                                      H. Wayne Parrish, Director

         11/29/01                     /s/ Thomas F. Williams, Jr.
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                                      Thomas F. Williams, Jr., Director

         11/29/01                     /s/ Christopher M. Hallberg
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                                      Christopher M. Hallberg, Director



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