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

                                   ----------

                                    FORM 10-K

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

                   For the Fiscal Year Ended December 31, 1998

|_|  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 15, 1999 was
                                   $63,294,622

     The number of shares outstanding of the registrant's common stock as of
                          March 15, 1998 was 2,041,762.

                       DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the 1998 Annual Report to Shareholders are incorporated by
     reference into Parts I, II, and IV. Portions of the definitive Proxy
     Statement dated March 18, 1999 to be delivered to stockholders in
     connection with the Annual Meeting of Stockholders to be held May 14, 1999
     are incorporated by reference into Part III.



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                                     PART I

ITEM 1. BUSINESS

General

     Virginia Commonwealth Financial Corporation ("VCFC" or "the Company"),
formerly Second National Financial Corporation, is a bank holding company
incorporated under the laws of the Commonwealth of Virginia on July 2, 1990.
VCFC owns all of the stock of two banking subsidiaries, 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; and Virginia Heartland Bank
(VHB), which affiliated with VCFC on October 8, 1998. The Company's primary
asset is its stock investment in the Banks, 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 5% partnership interest in Banker's
Title of Fredericksburg. In addition, SB&T and VHB each own a 50% interest in
VHB Mortgage LLC, a mortgage company serving the greater Fredericksburg,
Virginia area.

     The Company is headquartered in Culpeper, Virginia, and, through its
subsidiary banks, offers a full array of banking and investment services through
nine retail offices serving the counties of Culpeper, Madison, Orange,
Rockingham, Spotsylvania 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. Significant business lines include
trust services, investment services, and a mortgage division. The Bank's
consider themselves to be community-oriented institutions servicing the banking
needs of their respective markets.

     For more information on the Company's business, see "Message to
Stockholders" on pages 3 through 5 and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on page 6 of the Annual Report to
Stockholders incorporated by reference herein.

Competition

     The banking business in Virginia, and in the Bank's market area
specifically, is highly competitive with respect to both loans and deposits. The
subsidiary banks principle competition in its market area consists of all the
major statewide and community banks. The Banks also compete with savings
associations, credit unions, brokerage


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houses and mortgage brokers.

Employees

     At December 31, 1998, VCFC had no employees. The subsidiary banks employ
138 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 Company is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory -- 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, 1998, that
the Company meets all capital adequacy requirements to which it is subject.

     As of December 31, 1998, the most recent notification from the Federal
Reserve Bank categorized the


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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 that notification that
management believes have changed the institution's category. See Note 20 to the
consolidated financial statements on pages 37 and 38 of the 1998 Annual Report
to Stockholders incorporated by reference herein for further discussion.

New Accounting Pronouncements

     See "New Accounting Pronouncements" under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 18 of the Annual Report to Stockholders incorporated by reference herein
for discussion.

ITEM 2. PROPERTIES

     The Company owns its headquarters consisting of approximately 35,000 square
feet located at its Main Office location in Culpeper, Virginia. The Company's
subsidiary banks own six branch locations and lease three other locations in
Virginia. Additional information regarding lease commitments can be found on
page 35 of the Annual Report to Stockholders incorporated by reference herein.

     All of the Company's properties are in good operating condition and are
adequate for the Company's present needs.

ITEM 3. LEGAL PROCEEDINGS

     Management currently is unaware of any material legal proceedings to which
VCFC or the Bank is a party or of which any of their properties is the subject.

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

     No matters have been submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders of the Company through a
solicitation of proxies or otherwise.



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                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The information under the heading "Stockholder Information" on the front
inside cover of the 1998 Annual Report to Stockholders is incorporated by
reference herein.

ITEM 6. SELECTED FINANCIAL DATA

     The information under the heading "Financial Highlights" on page 4 of the
1998 Annual Report to Stockholders is incorporated by reference herein.

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

     The information under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 6 through 19 of the 1998
Annual Report to Stockholders are incorporated by reference herein.

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" on page 11 of the
1998 Annual Report to Stockholders incorporated by reference herein for further
discussion.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following consolidated financial statements of the Company, including
the related notes and the report of the independent auditors, are incorporated
herein by reference to pages 20 through 41 of the 1998 Annual Report to
Stockholders and is filed herewith as Exhibit 13.

     1.   Auditor's Report (page 42).

     2.   Consolidated Balance Sheets - December 31, 1998 and 1997 (page 20).



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     3.   Consolidated Statements of Income - Years Ended December 31, 1998,
          1997, and 1996 (page 21).

     4.   Consolidated Statements of Changes in Stockholders' Equity - Years
          Ended December 31, 1998, 1997, and 1996 (page 22).

     5.   Consolidated Statements of Cash Flows - Years Ended December 31, 1998,
          1997, and 1996 (pages 23-24).

     6.   Notes to Consolidated Financial Statements (pages 25-41).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Information with respect to Directors is incorporated by reference
herein from pages 3 through 6 of the Company's 1999 Proxy Statement, which is
attached hereto as Exhibit 99, related to the "Election of Directors." The
executive officers of the Company as of February 28, 1999 are as follows:

     Name                     Age       Current Position
     ----                     ---       ----------------
William B. Young              61        Chairman and CEO of the Company since
                                        October, 1998; Chairman and CEO of
                                        Virginia Heartland Bank since 1988.

O. R. Barham, Jr.             48        President of the Company since 1996;
                                        President and CEO of Second Bank & Trust
                                        since 1996.

Edward V. Allison, Jr.        60        Senior Vice President and Secretary of
                                        the Company since October, 1998;
                                        President of Virginia Heartland Bank
                                        since 1988.

Jeffrey W. Farrar             38        Senior Vice President and Chief
                                        Financial Officer of the Company since
                                        1996.


ITEM 11. EXECUTIVE COMPENSATION

     Incorporated by reference herein from pages 6 through 11 of the Company's
1999 Proxy Statement, which


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is attached hereto as Exhibit 99 under the caption "Executive Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Incorporated by reference herein from page 5 through 6 of the Company's
1999 Proxy Statement, which is attached hereto as Exhibit 99, regarding
beneficial ownership of directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Incorporated by reference herein from page 10 of the Company's 1999 Proxy
Statement, which is attached hereto as Exhibit 99 under the caption
"Transactions with Directors and Officers."

                                     PART IV

ITEM 14. EXHIBITS AND REPORTS OF FORM 8-K

Item 14(a) Exhibits

     The following exhibits either are filed as part of this Report or are
     incorporated herein by reference:

     Exhibit No. 2       Plan of Acquisition, Reorganization, Arrangement,
                         Liquidation or Succession.

                         Plan of Reorganization incorporated by reference to
                         Agreement and Plan of Reorganization filed as
                         Exhibit A to Form S-4 filed on June 23, 1998. (File
                         No.333-57479)

     Exhibit No. 3       Articles of Incorporation and Bylaws.

     Exhibit No. 4       Instruments Defining Rights of Security Holders.

                         Rights Agreement dated September 10, 1998 is
                         incorporated by reference to Exhibits 1 and 2 to the
                         Form 8A Registration Statement filed on September 22,
                         1998 (File No. 000-22747)

     Exhibit No. 10      Material Contracts.

                         Employment contracts of certain officers is
                         incorporated by reference to Exhibits 10.1-10.3 and
                         10.6 of the Company's Agreement and Plan of
                         Reorganization on Form S-4 filed on June 23, 1998.
                         (File No. 333-57479)

     Exhibit No. 13      Virginia Commonwealth Financial Corporation 1998 Annual
                         Report to Stockholders.



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     Exhibit No. 21      Subsidiaries of the Registrant.

                         Subsidiaries of the Registrant incorporated by
                         reference to page 25 of the 1998 Annual Report to
                         Stockholders.

     Exhibit No. 27      Financial Data Schedule.

     Exhibit No. 99      Additional Exhibits.

                         Virginia Commonwealth Financial Corporation 1999 Annual
                         Proxy Statement.

Item 14(b) Reports on Form 8-K

     The Company filed a Form 8-K on October 8, 1998 announcing the consummation
     of its affiliation with Virginia Heartland Bank, pursuant to the Agreement
     and Plan of Reorganization among the parties.

Item 14(c) Financial Statements and  Schedules

     The financial statements as set forth under Item 8 of this report on Form
     10-K are incorporated herein by reference. Financial statement schedules
     have been omitted since they are either not required, not applicable, or
     the information is otherwise included.




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<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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.


VIRGINIA COMMONWEALTH FINANCIAL CORPORATION (Registrant)

By: /s/ O. R. Barham, Jr.                                              3/25/99
    -------------------------------------------------                  -------
    O. R. Barham, Jr.                                                   Date
    President 
    Director

    /s/ Jeffrey W. Farrar                                              3/25/99
    -------------------------------------------------                  -------
    Jeffrey W. Farrar, CPA                                              Date
    Senior Vice President/Principal Accounting Officer

     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.


DATE                                    SIGNATURE AND TITLE
----                                    -------------------

     3/25/99                            /s/ O. R. Barham, Jr.
-----------------                  --------------------------------------------
                                   O. R. Barham, Jr., President & Director

     3/25/99                            /s/ Gregory L. Fisher
-----------------                  --------------------------------------------
                                   Gregory L. Fisher, Director

     3/25/99                            /s/ Marshall D. Gayheart, Jr.
-----------------                  --------------------------------------------
                                   Marshall D. Gayheart, Jr., Director

     3/25/99                            /s/ Taylor E. Gore
-----------------                  --------------------------------------------
                                   Taylor E. Gore, Chairman & Director

     3/25/99                            /s/ W. Robert Jebson, Jr.
-----------------                  --------------------------------------------
                                   W. Robert Jebson, Jr., Director

     3/25/99                            /s H. Wayne Parrish
-----------------                  --------------------------------------------
                                   H. Wayne Parrish, Director

     3/25/99                            /s/ Thomas F. Williams, Jr.
-----------------                  --------------------------------------------
                                   Thomas F. Williams, Jr., Director

     3/25/99                            /s/ William B. Young
-----------------                  --------------------------------------------
                                   William B. Young, Chairman & CEO, Director



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