FORM 10-Q

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


         For the Quarter Ended                 Commission file number 1-6580
         June 30,2000


                         FIRST VIRGINIA BANKS, INC.
           (Exact name of registrant as specified in its charter)


                Virginia                                54-0497561
     (State or other jurisdiction of          (I.R.S. Employer Identification
      incorporation or organization)                       Number)


        6400 Arlington Boulevard
         Falls Church, Virginia                           22042-2336
     (Address of principal executive                      (Zip Code)
                offices)


               Registrant's telephone number, including area code
                                  (703) 241-4000


     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 the number of shares outstanding of each of the issuer's
     classes of common stock as of the latest practicable date.


               On July 31, 2000, there were 46,163,880 shares of common
               stock outstanding.



     This report contains a total of 22 pages.



                                          1


                                    INDEX
                                                                  Page

                                                               ---------
     PART I - Financial Information


        Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets - June 30,
              2000 and 1999, and December 31, 1999 (Unaudited)    3/ 4

           Condensed Consolidated Statements of Income - Three
              months and six months ended June 30, 2000 and
              1999 (Unaudited)                                    5/ 6

           Condensed Consolidated Statements of Shareholders'
              Equity - Six months ended June 30, 2000
              and 1999 (Unaudited)                                7/ 8

           Condensed Consolidated Statements of Cash Flows - Six
              months ended June 30, 2000 and 1999 (Unaudited)        9

           Notes to Condensed Consolidated Financial
              Statements (Unaudited)                             10/13

        Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations         13/20

        Item 3. Quantitative and Qualitative Disclosures
           About Market Risk                                        21



     PART II - Other Information


        Item 4.  Submission of Matters to a Vote of
                   Security Holders                                 21

        Item 6.  Exhibits and Reports on Form 8-K

           Signatures                                               22

           Exhibit 3(ii) - Bylaws
              (Included in original SEC filing only)

           Exhibit 27 - Financial Data Schedule
              (Included in original SEC filing only)







                                          2

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

                                               June 30   December 31 June 30
                                                 2000       1999       1999
                                              ---------- ---------- ----------
                                                       (In thousands)
ASSETS
Cash and due from banks                       $  337,202 $  441,825 $  365,599
Money market investments                         120,880    110,598    140,165
                                              ---------- ---------- ----------
        Total cash and cash equivalents          458,082    552,423    506,364
                                              ---------- ---------- ----------
Loans held for sale                                1,424      5,558     10,619
Securities - available for sale                  115,405    116,401    115,578
Securities - held to maturity (fair values of
   $1,905,425, $1,876,571 and $2,114,206)      1,946,649  1,918,387  2,139,209

Loans, net of unearned income                  6,433,544  6,385,400  6,194,322
Allowance for loan losses                        (71,053)   (70,119)   (68,313)
                                              ---------- ---------- ----------
        Net loans                              6,362,491  6,315,281  6,126,009
                                              ---------- ---------- ----------
Other earning assets                              18,319     23,125     23,098
Premises and equipment                           154,532    156,171    157,336
Intangible assets                                165,213    170,358    177,624
Accrued income and other assets                  193,505    194,109    190,010
                                              ---------- ---------- ----------
   Total Assets                               $9,415,620 $9,451,813 $9,445,847
                                              ========== ========== ==========























                                           3

<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)(Continued)

                                                June 30 December 31   June 30
                                                 2000       1999       1999
                                              ---------- ---------- ----------
                                                       (In thousands)
LIABILITIES
Deposits:
   Noninterest-bearing                        $1,641,169 $1,546,794 $1,601,573
   Interest-bearing:
        Interest checking                      1,486,169  1,516,246  1,448,258
        Money market accounts                    931,142    953,224    978,218
        Savings deposits                       1,053,701  1,064,799  1,145,711
        Consumer certificates of deposit       2,284,483  2,314,245  2,324,304
        Large denomination
          certificates of deposit                462,885    468,640    432,477
                                              ---------- ---------- ----------
           Total deposits                      7,859,549  7,863,948  7,921,541
Short-term borrowings                            453,719    420,297    367,318
Long-term debt                                     1,670      2,205      2,804
Accrued interest and other liabilities           128,756    134,876    116,998
                                              ---------- ---------- ----------
   Total Liabilities                           8,443,694  8,421,326  8,408,661
                                              ---------- ---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, $10 par value                       454        485        496
Common stock, $1 par value                        46,625     49,162     50,135
Capital surplus                                      -          -        6,130
Retained earnings                                926,221    982,357    980,124
Accumulated other comprehensive income (loss)     (1,374)    (1,517)       301
                                              ---------- ---------- ----------
   Total Shareholders' Equity                    971,926  1,030,487  1,037,186
                                              ---------- ---------- ----------
   Total Liabilities and Shareholders' Equity $9,415,620 $9,451,813 $9,445,847
                                              ========== ========== ==========

See notes to condensed consolidated financial statements.





















                                           4

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


                                       Three Months Ended    Six Months Ended
                                            June 30               June 30
                                        2000       1999       2000       1999
                                      --------   --------   --------   --------
                                         (In thousands, except per-share data)

Interest income:
     Loans                            $127,311   $123,729   $253,180   $249,038
     Loans held for sale                    99        179        204        410
     Securities - available for sale     1,506      1,035      3,041      1,259
     Securities - held to maturity      24,640     30,471     50,458     59,664
     Money market investments            5,654      3,785      8,990      8,968
     Other earning assets                  310        384        722        777
                                      --------   --------   --------   --------
        Total interest income          159,520    159,583    316,595    320,116
                                      --------   --------   --------   --------

Interest expense:
     Deposits                           46,813     47,525     92,547     97,627
     Short-term borrowings               5,783      3,529     10,710      7,078
     Long-term debt                         42         62         91        137
                                      --------   --------   --------   --------
        Total interest expense          52,638     51,116    103,348    104,842
                                      --------   --------   --------   --------
Net interest income                    106,882    108,467    213,247    215,274
Provision for loan losses                3,135      4,433      5,442      8,389
                                      --------   --------   --------   --------
Net interest income after provision
 for loan losses                       103,747    104,034    207,805    206,885
                                      --------   --------   --------   --------

























                                          5

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Continued)

                                       Three Months Ended    Six Months Ended
                                            June 30               June 30
                                        2000       1999       2000       1999
                                      --------   --------   --------   --------
                                         (In thousands, except per-share data)

Net interest income after provision
 for loan losses                       103,747    104,034    207,805    206,885
                                      --------   --------   --------   --------
Noninterest income:
    Service charges on deposit
      accounts                          14,657     13,909     28,875     27,550
    Electronic banking service fees      3,318      3,011      5,853      5,685
    Trust services                       3,239      2,716      6,445      5,448
    Insurance premiums and
      commissions                        1,668      1,797      3,440      3,761
    Credit card service charges
      and fees                             -        1,734        -        4,238
    Other customer services              4,038      3,590      8,000      7,048
    Other                                1,640      2,043      2,912      4,633
    Gain on sale of credit card
      portfolio                            -          -          -       16,467
    Securities gains                         8         10          8        832
                                      --------   --------   --------   --------
        Total noninterest income        28,568     28,810     55,533     75,662
                                      --------   --------   --------   --------
Noninterest expense:
     Salaries and employee benefits     45,755     44,829     91,614     89,241
     Occupancy                           6,569      6,117     13,295     12,424
     Equipment                           7,986      7,606     16,058     15,093
     Advertising                         1,459      1,586      2,715      2,858
     Credit card processing fees           -        1,520        -        3,363
     Amortization of intangibles         3,679      3,783      7,351      7,610
     Other                              14,192     15,197     27,899     31,980
                                      --------   --------   --------   --------
        Total noninterest expense       79,640     80,638    158,932    162,569
                                      --------   --------   --------   --------
Income before income taxes              52,675     52,206    104,406    119,978
Provision for income taxes              18,196     17,966     35,734     41,454
                                      --------   --------   --------   --------
Net income                            $ 34,479   $ 34,240   $ 68,672   $ 78,524
                                      ========   ========   ========   ========
Earnings per share of common stock
  Basic                               $    .73   $    .68   $   1.43   $   1.57
  Diluted                                  .73        .68       1.43       1.56

Average shares of common stock outstanding
  Basic                                 47,226     50,129     47,958     50,116
  Diluted                               47,420     50,406     48,149     50,399

See notes to condensed consolidated financial statements.





                                           6

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

                                                             Accum-
                                                             ulated
                                                             Other     Total
                            Pre-                             Compre-   Share-
                           ferred  Common   Capital Retained hensive  holders'
                            Stock   Stock   Surplus Earnings Income    Equity
                           ------- ------- -------- -------- ------ ----------
                                           (Dollars in thousands)

Balance January 1, 1999    $   534 $50,094 $  4,004 $934,703 $  993 $  990,328
Comprehensive income:
  Net income                                          78,524            78,524
  Unrealized losses on
    securities available for
    sale                                                       (692)      (692)
                                                                    ----------
Total comprehensive income                                              77,832
                                                                    ----------
Conversion of preferred
  to common stock              (24)      5       19                        -
Preferred stock retired        (14)             (26)                       (40)
Issuance of shares for
  stock options                         39    2,286                      2,325
Common stock purchased
  and retired                           (3)    (153)                      (156)
Dividends declared:
  Preferred stock                                        (17)              (17)
  Common stock
    $0.66 per share                                  (33,086)          (33,086)
                           ------- ------- -------- -------- ------ ----------
Balance June 30, 1999      $   496 $50,135 $  6,130 $980,124 $  301 $1,037,186
                           ======= ======= ======== ======== ====== ==========
























                                           7

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY(Unaudited)(Continued)

                                                            Accum-
                                                            ulated
                                                            Other     Total
                           Pre-                             Compre-   Share-
                          ferred  Common   Capital Retained hensive  holders'
                           Stock   Stock   Surplus Earnings Loss      Equity
                          ------- ------- -------- -------- ------- ----------
                                          (Dollars in thousands)

Balance January 1, 2000   $   485 $49,162 $    -   $982,357 $(1,517)$1,030,487
Comprehensive income:
  Net income                                         68,672             68,672
  Unrealized gains on
    securities available for
    sale                                                        143        143
                                                                    ----------
Total comprehensive income                                              68,815
                                                                    ----------
Conversion of preferred
  to common stock             (31)      6      25                          -
Issuance of shares for
  stock options                        16     505                          521
Common stock purchased
  and retired                      (2,559)   (530)  (90,197)           (93,286)
Dividends declared:
  Preferred stock                                       (16)               (16)
  Common stock
    $0.73 per share                                 (34,595)           (34,595)
                          ------- ------- -------  -------- ------- ----------
Balance June 30, 2000     $   454 $46,625 $   -    $926,221 $(1,374)$  971,926
                          ======= ======= =======  ======== ======= ==========


See notes to condensed consolidated financial statements.






















                                          8

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                            Six Months Ended
                                                                 June 30
                                                             2000       1999
                                                           --------   --------
                                                              (In thousands)

Net cash provided by operating activities                  $ 92,279 $   92,696
                                                           --------   --------
Investing activities:
     Proceeds from the sale of available
        for sale securities                                     750      6,050
     Proceeds from the maturity of held to
        maturity securities                                 507,661    837,469
     Purchases of available for sale securities                -      (101,482)
     Purchases of held to maturity securities              (537,589)  (677,107)
     Net(increase) decrease in loans                        (52,651)  (111,494)
     Purchases of premises and equipment                     (5,680)    (6,095)
     Sales of premises and equipment                            752      3,202
     Intangible assets acquired                              (2,203)      (531)
     Other                                                    1,666      3,315
                                                           --------   --------
        Net cash used for investing activities              (87,294)   (46,671)
                                                           --------   --------
Financing activities:
     Net decrease in deposits                                (4,399)  (133,537)
     Net increase (decrease) in short-term borrowings        33,422    (18,678)
     Principal payments on long-term debt                      (535)      (413)
     Common stock purchased and retired                     (93,286)      (196)
     Proceeds from issuance of common stock                     521      2,325
     Cash dividends paid                                    (35,049)   (32,093)
                                                           --------   --------
        Net cash used for financing activities              (99,326)  (182,592)
                                                           --------   --------
        Net decrease in cash and cash equivalents           (94,341)  (136,567)
        Cash and cash equivalents at beginning of year      552,423    642,931
                                                           --------   --------
        Cash and cash equivalents at end of period         $458,082   $506,364
                                                           ========   ========
Cash paid for:
    Interest                                               $102,265   $109,104
    Income taxes                                             35,889     47,525

See notes to condensed consolidated financial statements.












                                           9

<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in thousands, except per share data)

1. GENERAL

     The foregoing unaudited consolidated financial statements include the
accounts of the corporation and all of its subsidiaries. The corporation's
subsidiaries are predominantly engaged in banking activities. Foreign banking
activities and operations other than banking are not significant. All material
intercompany transactions and accounts have been eliminated. The unaudited
consolidated financial statements include all adjustments (consisting only of
normal recurring accruals) which, in the opinion of management, are necessary
for a fair presentation of the results of operations for each of the periods
presented. Certain amounts previously reported in 1999 have been reclassified
for comparative purposes.

     Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, pursuant to the rules and regulations of the
Securities and Exchange Commission. These unaudited consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the corporation's annual
report to stockholders on Form 10-K for the year ended December 31, 1999.

2. SECURITIES

     The following reflects the amortized cost of securities and the related
approximate fair values:

                                       June 30, 2000        June 30, 1999
                                    Amortized    Fair    Amortized      Fair
                                       Cost      Value      Cost        Value
                                   ---------- ---------- ----------  ----------
Available for sale:
U.S. Government and its agencies   $  106,444 $  105,074 $  109,613  $  108,511
Other                                  11,081     10,331      5,503       7,067
                                   ---------- ---------- ----------  ----------
    Total                          $  117,525 $  115,405 $  115,116  $  115,578
                                   ========== ========== ==========  ==========

Held to maturity:
U.S. Government and its agencies   $1,634,392 $1,597,932 $1,770,284  $1,747,662
State and municipal obligations       312,257    307,493    368,677     366,294
Other                                     -          -          248         250
                                   ---------- ---------- ----------  ----------
    Total                          $1,946,649 $1,905,425 $2,139,209  $2,114,206
                                   ========== ========== ==========  ==========











                                          10


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

3. LOANS

     Loans consisted of:
                                                     June 30
                                                2000          1999
                                             ----------    ----------
Consumer:
   Automobile                                $3,232,398    $2,962,126
   Home equity, fixed- and variable-rate        791,081       845,588
   Revolving credit loans,
     including credit cards                      29,723        27,989
   Other                                        268,666       318,390
Real estate:
   Construction and land development            182,808       138,885
   Commercial mortgage                          580,160       565,122
   Residential mortgage                         639,381       632,807
   Other, including Industrial
     Development Authority loans                107,578       108,559
Commercial                                      601,749       594,856
                                             ----------    ----------
   Total loans, net of unearned income
     of $147,454 and $142,764                $6,433,544    $6,194,322
                                             ==========    ==========


4. ALLOWANCE FOR LOAN LOSSES
     Activity in the allowance for loan losses was:

                                       Three Months Ended     Six Months Ended
                                            June 30              June 30
                                        2000       1999       2000      1999
                                       -------    -------    -------   -------
Balance at beginning of period         $70,225    $66,200    $70,119   $70,312
Provision charged to operating expense   3,135      4,433      5,442     8,389
Reserve on loans sold                     -           -                 (4,323)
                                       -------    -------    -------   -------
Balance before charge-offs              73,360     70,633     75,561    74,378
Charge-offs                              3,234      3,493      6,402     8,322
Recoveries                                 927      1,173      1,894     2,257
                                       -------    -------    -------   -------
Balance at June 30                     $71,053    $68,313    $71,053   $68,313
                                       =======    =======    =======   =======
Percentage of annualized net
   charge-offs to average loans            .14%       .15%       .14%      .20%

Percentage of allowance for loan
   losses to period-end loans                                   1.10       1.10









                                          11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)


5. FEDERAL INCOME TAX

        The reconcilement of income tax computed at the federal statutory tax
rates to the provision for income taxes was as follows:

                          Three Months Ended             Six Months Ended
                                June 30                       June 30
                          2000           1999           2000            1999
                     -------------  -------------  -------------  -------------
                      Amount   Pct   Amount   Pct   Amount   Pct   Amount   Pct
                     ------- -----  ------- -----  ------- -----  ------- -----

Statutory rate       $18,436 35.0%  $18,272 35.0%  $36,542 35.0%  $41,992 35.0%
Nontaxable interest on
 municipal obligations(1,217)(2.3)   (1,290)(2.5)   (2,476)(2.4)   (2,541)(2.1)
State taxes, net of
 Federal tax benefit     415  0.7       255  0.5       672  0.6       555  0.5
Nondeductible goodwill   568  1.1       599  1.1     1,135  1.1     1,197  1.0
Other items               (6)  -        130  0.3      (139)(0.1)      251  0.2
                     ------- -----  ------- -----  ------- -----  ------- -----
Effective rate       $18,196 34.5%  $17,966 34.4%  $35,734 34.2%  $41,454 34.6%
                     ======= =====  ======= =====  ======= =====  ======= =====


6. PREFERRED AND COMMON STOCK

     There are 3,000,000 shares of preferred stock, par value $10.00 per
share, authorized. The following four series of cumulative convertible stock
were outstanding:


                                              June 30  December 31    June 30
              Series   Dividends               2000       1999         1999
            ---------  ---------             --------  -----------   --------

                A           5%                16,761       16,878     17,242
                B           7%                 3,290        3,290      3,340
                C           7%                 5,372        8,108      8,108
                D           8%                19,927       20,242     20,942
                                             -------       ------     ------
          Total preferred shares              45,350       48,518     49,632
                                             =======       ======     ======

     The Series A, Series B and Series D shares are convertible into two and
one fourth shares of common stock, and the Series C shares are convertible
into one and eight-tenths shares of common stock. All of the preferred stock
may be redeemed at the option of the corporation for $10.00 per share.
     There are 175,000,000 shares of common stock, par value $1.00 per share,
authorized and 46,625,000, 49,162,000 and 50,135,000 shares were outstanding
at June 30, 2000, December 31, 1999, and June 30, 1999, respectively. Options
to purchase 914,900 shares of common stock were outstanding on June 30, 2000.
A total of 3,117,993 shares of common stock were reserved at June 30, 2000:
99,618 shares for the conversion of preferred stock and 3,018,375 shares for
stock options.

                                       12


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Unaudited)

7. EARNINGS PER SHARE

     Earnings per share computations are as follows:

                                       Three Months Ended   Six Months Ended
                                             June 30            June 30
                                         2000      1999      2000      1999
                                        -------  -------    -------  -------
Basic:
  Net income                            $34,479  $34,240    $68,672  $78,524
  Preferred stock dividends                   8        8         16       17
                                        -------  -------    -------  -------
Net income applicable to common stock   $34,471  $34,232    $68,688  $78,507
                                        =======  =======    =======  =======
Average common shares outstanding        47,226   50,129     47,958   50,116
                                        =======  =======    =======  =======
Earnings per share of common stock      $   .73  $   .68    $  1.43  $  1.57
                                        =======  =======    =======  =======
Diluted:
   Net income                           $34,479  $34,240    $68,672  $78,524

   Average common shares outstanding     47,226   50,129     47,958   50,116
   Dilution effect of stock options          89      168         86      171
   Conversion of preferred stock            105      109        105      112
                                        -------  -------    -------  -------
Total average common shares              47,420   50,406     48,149   50,399
                                        =======  =======    =======  =======

Earnings per share of common stock      $   .73  $   .68    $  1.43  $  1.56
                                        =======  =======    =======  =======



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

QUARTERLY RESULTS:

     First Virginia's earnings per share rose 7% to $.73 compared to the $.68
earned in the 1999 second quarter and the $.70 earned in the first quarter of
2000.  Net income for the second quarter totaled $34.479 million compared to
$34.240 million in 1999. The rise in earnings for the quarter increased the
return on average assets to 1.46% compared to 1.44% in the prior year's
second quarter and the return on average shareholders' equity increased to
13.99% compared to 13.29%.

     Earnings per share for the first six months of 2000 increased 6% to
$1.43 compared to $1.35 in the prior year's first six months, excluding a
$.21 per share nonrecurring gain in the 1999 period on the sale of the
corporation's credit card portfolio. Net income for the first six months of
2000 was $68.672 million compared to $67.820 million excluding the
nonrecurring gain on the sale of the credit card portfolio in 1999.


                                     13

The return on average assets increased to 1.46% for the first six months of
2000 compared to 1.43% in 1999 and the return on average shareholders' equity
was 13.69% compared to 13.34% for the first six months of 1999 excluding the
nonrecurring gain in 1999.

     Cash basis recurring income, which excludes the effects of intangible
assets and their related amortization and nonrecurring income items, equaled
$37.507 million or $.79 per share in the second quarter of 2000 compared to
$37.339 million and $.74 in the prior year's second quarter.  The return on
average tangible assets equaled 1.62% in the second quarter and the return on
average tangible shareholders' equity was 18.28%, placing First Virginia
among the best performing banks in the country.

     At June 30, 2000, total loans were $6.434 billion compared to $6.194
billion at June 30, 1999.  Average loans during the second quarter of 2000 of
$6.425 billion, increased at an annualized pace of 2% compared to the $6.395
billion in the first quarter of 2000.  Installment loans to consumers
declined slightly as automobile sales moderated and the corporation
concentrated on improving the yield of the portfolio. Commercial loans
increased at a 14% annualized rate compared to the first quarter after
growing 18% in the first quarter.  First Virginia's focus is on developing
and maintaining the total customer relationship, ensuring that First Virginia
remains the financial company of choice for both consumers and businesses in
each of its markets.

     Average deposits in the second quarter of $7.895 billion increased at a
2% annualized pace over the first quarter's average of $7.865 billion. The
competition for deposits remains intense in the banking industry which
limited the opportunity for growth in the normally seasonally strong second
quarter.  Encouragingly, most of the growth in the quarter came from low-cost
demand deposit accounts which increased at a 14% annualized rate over the
first quarter led by strong growth in commercial accounts.  Interest rates
offered on new certificates of deposit increased significantly during the
quarter due to the general increase in interest rates and the heightened
competition for funds among banks.  The cost of consumer certificates of
deposit increased 18 basis points over the first quarter, but were still up
only seven basis points compared to the second quarter of 1999.  At June 30,
2000, total assets were $9.416 billion, a slight decline compared to the
prior year's second quarter balance of $9.446 billion.

     The net interest margin declined two basis points to 5.00% during the
second quarter of 2000 compared to the 5.02% achieved in the first quarter
and the 5.07% achieved in the second quarter of 1999. First Virginia's
policies maintain the corporation's earning assets and interest-bearing
liabilities in relatively short-term instruments that mature and are repriced
at a fairly equal pace.  The result is that changes in interest rates have a
relatively minor impact on the corporation's net interest margin.  During the
quarter the corporation continued to repurchase shares of its stock, which
reduced the funds available for investment and was the primary cause for the
small decline in the net interest margin.  First Virginia has achieved a net
interest  margin of at least 5.00% every year since 1978 despite wide
movements in interest rates.





                                     14



     Asset quality is excellent and showed no signs of deterioration.  The
corporation does not participate in the markets for either sub-prime loans or
syndicated credits.  Net loan charge-offs in the second quarter of $2.307
million represented an annualized charge-off rate of .14%.  This was slightly
less than the $2.320 million and .15% of loans in the 1999 second quarter and
is significantly below peer group averages.  The provision for loan losses
declined 29% in the second quarter to $3.135 million compared to $4.433
million expensed in the prior year's second quarter.  The allowance for loan
losses was unchanged at 1.10% of outstanding loans.  Nonperforming assets as
a percentage of outstanding loans and foreclosed real estate declined six
basis points to a record low of .31% or $20.214 million at the end of the
second quarter of 2000 compared to the .37% and $23.078 million recorded in
the 1999 second quarter.  Loans past due 90 days or more declined seven basis
points compared to the second quarter of 1999 to .16% or $10.041 million at
June 30, 2000, and were at their lowest level since 1996.







     A summary of nonperforming and delinquent loans is as follows:
                                                  June 30
                                              2000        1999
                                            -------     -------
                                           (Dollars in thousands)
          Nonaccruing loans                 $15,338     $17,572
          Restructured loans                  1,580       1,898
          Properties acquired by foreclosure  3,296       3,608
                                            -------     -------
          Total nonperforming assets        $20,214     $23,078
                                            =======     =======
          Percentage of total loans
            and foreclosed real estate          .31%        .37%
                                            =======     =======

          Loans 90 days past due            $10,041     $13,986
                                            =======     =======

          Percentage of total loans             .16%        .23%
                                            =======     =======

     Total noninterest income increased 6% in the second quarter of 2000
compared to the prior year's second quarter after eliminating the fee income
from credit card activities in the 1999 second quarter that were sold in the
latter half of 1999.  During the second quarter, the Visa debit card was
introduced, contributing to a 10% increase in fee income from electronic
banking services.  Income from trust and asset management activities
increased 19% compared to the prior year's second quarter. Service charges on
deposit accounts increased 5% due to a combination of an increased number of
accounts, a continuation of the corporation's value-based pricing policy and
an increase in commercial deposit service charge fees as the corporation
continued to make excellent progress in servicing multi-location national
account commercial customers.

                                     15



     Noninterest expense declined 1% compared to the second quarter of 1999
and is down 2% for the first six months of 2000.  The corporation continues
to maintain strict expense controls and, despite higher equipment expense as
a consequence of Year 2000 related upgrades and constant technological
improvements, overall expenses declined.  As part of the corporation's
continual process of evaluating those aspects of its business that no longer
achieve required rates of return, the corporation will close more than 25
branches in 2000 and has closed its first mortgage and home equity lending
subsidiaries. Mortgages and home equity loans will continue to be offered
through the corporation's affiliate banks.  The corporation's efficiency
ratio improved to 55.2% in the second quarter compared to 56.0% in the first
quarter.

     Total shareholders' equity was $971.926 million at June 30, 2000, and
the equity to asset ratio was 10.32%, making First Virginia one of the
strongest banks in the country.  At June 30, 2000, the corporation's leverage
ratio was 8.72% compared to 9.23% at June 30, 1999.  The dividend was
increased in the second quarter to $.37 per share and represents the 24th
consecutive year in which the dividend has been increased at least once
during the year.  During the second quarter, the corporation repurchased
1.399 million shares of its stock for a total of 2.559 million shares in the
first six months of 2000.  There are 2.640 million shares remaining in the
current authorization from the Board of Directors.

FORWARD-LOOKING STATEMENTS:

     Certain statements in this discussion may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.  Such forward-looking statements involve known and unknown risks
including, but not limited to, changes in general economic and business
conditions, interest-rate fluctuations, competition within and without the
banking industry, new products and services in the banking industry, risks
inherent in making loans, including repayment risks and fluctuating
collateral values, changing trends in customer profiles and changes in laws
and regulations applicable to the corporation.  Although the corporation
believes that its expectations with respect to the forward-looking statements
are based upon reasonable assumptions within the bounds of its knowledge of
its business and operations, there can be no assurance that actual results,
performance or achievements of the corporation will not differ materially
from any future results, performance or achievements expressed or implied by
such forward-looking statements.















                                     16


AVERAGE BALANCES AND INTEREST RATES (Unaudited)
(Dollars in thousands)
                                             Three Months Ended June 30
                                                        2000
                                           ------------------------------
                                                        Interest
                                             Average    Income/
                                             Balance    Expense     Rate
                                           ----------  ---------  -------
Interest-earning assets:
  Securities-available for sale:
    U.S. Government and its agencies       $  105,595   $  1,378     5.25%
    Other*                                      9,282        128     6.81
  Securities-held to maturity:
    U.S. Government and its agencies        1,460,956     20,928     5.74
    State, municipal and other*               319,632      4,713     5.90
                                           ----------   --------
      Total securities                      1,895,465     27,147     5.75
                                           ----------   --------
  Loans, net of unearned income:
    Installment                             4,255,985     84,910     8.01
    Real estate                             1,122,773     21,053     7.53
    Other*                                  1,046,504     22,023     8.53
                                           ----------   --------
      Total loans                           6,425,262    127,986     8.00
                                           ----------   --------
  Loans held for sale                           4,706         99     8.38
  Money market investments                    369,344      5,653     6.16
  Other earning assets                         18,319        310     6.78
                                           ----------   --------
      Total earning assets and income      $8,713,096    161,195     7.43
                                           ==========   --------
Interest-bearing liabilities:
  Interest checking                        $1,522,881      2,244     0.59
  Money market accounts                       956,066      7,413     3.12
  Savings deposits                          1,063,448      3,992     1.51
  Consumer certificates of deposit          2,286,588     26,975     4.74
  Large denomination certificates of deposit  464,291      6,189     5.36
                                           ----------   --------
      Total interest-bearing deposits       6,293,274     46,813     2.99
  Short-term borrowings                       430,384      5,783     5.40
  Long-term debt                                1,846         42     9.21
                                           ----------   --------
      Total interest-bearing liabilities
        and interest expense               $6,725,504     52,638     3.15
                                           ==========   --------
Net interest income and net interest margin             $108,557     5.00%
                                                        ========
*Fully taxable-equivalent basis

Other average balances:
  Demand deposits                          $1,601,967
  Preferred shareholders' equity                  481
  Common shareholders' equity                 985,310
  Total assets                              9,444,268


                                     17

<PAGE>
AVERAGE BALANCES AND INTEREST RATES (Unaudited)(Continued)
(Dollars in thousands)
                                             Three Months Ended June 30
                                                        1999
                                           ------------------------------
                                                        Interest
                                             Average    Income/
                                             Balance    Expense     Rate
                                           ----------  ---------  -------
Interest-earning assets:
  Securities-available for sale:
    U.S. Government and its agencies       $   76,607   $    980     5.14%
    Other*                                      6,521         55     4.14
  Securities-held to maturity:
    U.S. Government and its agencies        1,843,252     26,506     5.76
    State, municipal and other*               344,063      5,078     5.90
                                           ----------   --------
      Total securities                      2,270,443     32,619     5.76
                                           ----------   --------
  Loans, net of unearned income:
    Installment                             4,007,295     82,011     8.21
    Real estate                             1,117,892     23,047     8.25
    Other*                                    965,749     19,377     8.11
                                           ----------   --------
      Total loans                           6,090,936    124,435     8.19
                                           ----------   --------
  Loans held for sale                           8,815        179     8.09
  Money market investments                    318,107      3,785     4.77
  Other earning assets                         23,114        385     6.65
                                           ----------   --------
      Total earning assets and income      $8,711,415    161,403     7.42
                                           ==========   --------
Interest-bearing liabilities:
  Interest checking                        $1,480,770      3,112     0.84
  Money market accounts                       985,781      7,424     3.02
  Savings deposits                          1,147,974      4,670     1.63
  Consumer certificates of deposit          2,348,415     27,334     4.67
  Large denomination
  Large denomination certificates of deposit  424,393      4,985     4.71
                                           ----------   --------
      Total interest-bearing deposits       6,387,333     47,525     2.98
  Short-term borrowings                       361,894      3,529     3.91
  Long-term debt                                2,883         62     8.53
                                           ----------   --------
      Total interest-bearing liabilities
        and interest expense               $6,752,110     51,116     3.04
                                           ==========   --------
Net interest income and net interest margin             $110,287     5.07%
                                                        ========
*Fully taxable-equivalent basis

Other average balances:
  Demand deposits                          $1,598,557
  Preferred shareholders' equity                  500
  Common shareholders' equity               1,029,993
  Total assets                              9,504,937

                                         18

AVERAGE BALANCES AND INTEREST RATES (Unaudited)
(Dollars in thousands)
                                              Six Months Ended June 30
                                                        2000
                                           ------------------------------
                                                        Interest
                                             Average    Income/
                                             Balance    Expense     Rate
                                           ----------  ---------  -------
Interest-earning assets:
  Securities-available for sale:
    U.S. Government and its agencies       $  105,822   $  2,756     5.24%
    Other*                                      9,771        285     7.22
  Securities-held to maturity:
    U.S. Government and its agencies        1,495,372     42,729     5.73
    State, municipal and other*               332,736      9,812     5.90
                                           ----------   --------
      Total securities                      1,943,701     55,582     5.74
                                           ----------   --------
  Loans, net of unearned income:
    Installment                             4,257,663    169,260     7.98
    Real estate                             1,123,887     42,071     7.52
    Other*                                  1,028,587     43,237     8.50
                                           ----------   --------
      Total loans                           6,410,137    254,568     7.98
                                           ----------   --------
  Loans held for sale                           4,525        204     9.00
  Money market investments                    304,853      8,990     5.93
  Other earning assets                         20,687        722     6.99
                                           ----------   --------
      Total earning assets and income      $8,683,903    320,066     7.40
                                           ==========   --------
Interest-bearing liabilities:
  Interest checking                        $1,519,023      4,507     0.60
  Money market accounts                       956,794     14,595     3.07
  Savings deposits                          1,063,586      7,988     1.51
  Consumer certificates of deposit          2,298,824     53,190     4.66
  Large denomination certificates of deposit  466,545     12,267     5.29
                                           ----------   --------
      Total interest-bearing deposits       6,304,772     92,547     2.95
  Short-term borrowings                       422,435     10,710     5.10
  Long-term debt                                1,980         91     9.23
                                           ----------   --------
      Total interest-bearing liabilities
        and interest expense               $6,729,187    103,348     3.09
                                           ==========   --------
Net interest income and net interest margin             $216,718     5.01%
                                                        ========
*Fully taxable-equivalent basis

Other average balances:
  Demand deposits                          $1,575,206
  Preferred shareholders' equity                  483
  Common shareholders' equity               1,003,044
  Total assets                              9,436,795


                                        19

AVERAGE BALANCES AND INTEREST RATES (Unaudited)(Continued)
(Dollars in thousands)
                                              Six Months Ended June 30
                                                        1999
                                           ------------------------------
                                                        Interest
                                             Average    Income/
                                             Balance    Expense     Rate
                                           ----------  ---------  -------
Interest-earning assets:
  Securities-available for sale:
    U.S. Government and its agencies       $   44,436    $ 1,141     5.18%
    Other*                                      7,173        118     4.06
  Investment Securities-held to maturity:
    U.S. Government and its agencies        1,802,019     52,000     5.80
    State, municipal and other*               329,642      9,853     5.98
                                           ----------   --------
      Total securities                      2,183,270     63,112     5.80
                                           ----------   --------
  Loans, net of unearned income:
    Installment                             4,010,760    165,689     8.31
    Real estate                             1,119,945     46,331     8.27
    Other*                                    954,145     38,410     8.16
                                           ----------   --------
      Total loans                           6,084,850    250,430     8.27
                                           ----------   --------
  Loans held for sale                          10,494        410     7.81
  Money market investments                    380,462      8,968     4.75
  Other earning assets                         22,805        778     6.82
                                           ----------   --------
      Total earning assets and income      $8,681,881    323,698     7.49
                                           ==========   --------
Interest-bearing liabilities:
  Interest checking                        $1,479,764      6,670     0.91
  Money market accounts                       983,661     14,876     3.05
  Savings deposits                          1,141,779     10,093     1.78
  Consumer certificates of deposit          2,378,018     55,777     4.74
  Large denomination
  Large denomination certificates of deposit  423,477     10,211     4.80
                                           ----------   --------
      Total interest-bearing deposits       6,406,699     97,627     3.07
  Short-term borrowings                       364,139      7,078     3.92
  Long-term debt                                3,005        137     9.07
                                           ----------   --------
      Total interest-bearing liabilities
        and interest expense               $6,773,843    104,842     3.12
                                           ==========   --------
Net interest income and net interest margin             $218,856     5.06%
                                                        ========
*Fully taxable-equivalent basis

Other average balances:
  Demand deposits                          $1,568,331
  Preferred shareholders' equity                  511
  Common shareholders' equity               1,015,917
  Total assets                              9,478,732

                                        20

<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

            As of June 30, 2000, there have been no material changes
         in information regarding quantitative and qualitative
         disclosures about market risk from the information presented
         as of December 31, 1999 in the corporation's annual report
         on Form 10-K.





                         PART II - OTHER INFORMATION


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

     a)  An Annual Meeting of Shareholders was held on Friday, April 28,
         2000.  Proxies for the meeting were solicited pursuant to
         Regulation 14 under the Act.

     b)  There was no solicitation in opposition to management's nominees
         as listed in the proxy statement and all such nominees were elected.
         The following directors were elected at the meeting.


         Director nominee:             Voted For      Withheld

         Barry J. Fitzpatrick          40,032,399     571,095
         Lawrence T. Jennings          40,087,583     515,911
         W. Lee Phillips, Jr.          40,098,382     505,112
         Albert F. Zettlemoyer         40,083,862     519,632

     c) Among other matters voted on at the meeting was the appointment of
        KPMG LLP as independent auditors.

         Voted For                Voted Against       Abstained

         40,221,176               147,367             234,951

          There were no "broker non-votes" with respect to any of the
          director nominees or the ratification of auditors.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8 - K
         ----------------------------------

     a)  Exhibit 3(ii) - Bylaws (included in original SEC filing only)

     b)  Exhibit 27  - Financial Data Schedule (included in original
                          SEC filing only)

     c)  No reports on Form 8-K were filed during the quarter ended
 June 30, 2000.


                                     21




     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by its
principal financial officer hereunto duly authorized.



                                               FIRST VIRGINIA BANKS, INC.


                                                 /s/ Richard F. Bowman
August 7, 2000                                  --------------------------
                                                Richard F. Bowman,
                                                Executive Vice President,
                                                Treasurer and
                                                Chief Financial Officer








































                                     22

<PAGE>
                                                        Exhibit 3 (ii)




                         FIRST VIRGINIA BANKS, INC.















                                   BYLAWS



















                  With Amendments through April 28, 2000




<PAGE>
                         FIRST VIRGINIA BANKS, INC.

                                   BYLAWS


                              Table of Contents

                                                                         Page

ARTICLE I - MEETING OF STOCKHOLDERS. . .. . . . . . . . . . . . . . . . . .1
Section  1.  Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . .1
Section  2.  Special Meetings . . . . . . . . . . . . . . . . . . . . . . .1
Section  3.  Hour and Place of Meeting. . . . . . . . . . . . . . . . . . .1
Section  4.  Notice of Meeting. . . . . . . . . . . . . . . . . . . . . . .1
Section  5.  Voting List. . . . . . . . . . . . . . . . . . . . . . . . . .1
Section  6.  Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Section  7.  Organization . . . . . . . . . . . . . . . . . . . . . . . . .2
Section  8.  Conduct of Meetings. . . . . . . . . . . . . . . . . . . . . .2
Section  9.  Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Section 10.  Inspectors of Election . . . . . . . . . . . . . . . . . . . .2
Section 11.  Proxy Committee  . . . . . . . . . . . . . . . . . . . . . . .3
Section 12.  Stockholder Nominations. . . . . . . . . . . . . . . . . . . .3
Section 13.  Business to be Brought Before the Annual Meeting . . . . . . .4

ARTICLE II - BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . .6
Section  1.  General Powers . . . . . . . . . . . . . . . . . . . . . . . .6
Section  2.  Number . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section  3.  Terms of Directors . . . . . . . . . . . . . . . . . . . . . .6
Section  4.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section  5.  Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Section  6.  Senior Advisory Board  . . . . . . . . . . . . . . . . . . . .6
Section  7.  Stock Ownership of Directors . . . . . . . . . . . . . . . . .6

ARTICLE III - DIRECTORS' MEETINGS . . . . . . . . . . . . . . . . . . . . .7
Section  1.  Regular Meetings . . . . . . . . . . . . . . . . . . . . . . .7
Section  2.  Special Meetings . . . . . . . . . . . . . . . . . . . . . . .7
Section  3.  Organization . . . . . . . . . . . . . . . . . . . . . . . . .7
Section  4.  Quorum and Manner of Acting. . . . . . . . . . . . . . . . . .7
Section  5.  Order of Business. . . . . . . . . . . . . . . . . . . . . . .7
Section  6.  Action Without a Meeting . . . . . . . . . . . . . . . . . . .7
Section  7.  Telephone Meetings . . . . . . . . . . . . . . . . . . . . . .7

ARTICLE IV -  COMMITTEES OF THE BOARD . . . . . . . . . . . . . . . . . . .8
Section  1.  Executive Committee. . . . . . . . . . . . . . . . . . . . . .8
Section  2.  Management Compensation and
                  Benefits Committee. . . . . . . . . . . . . . . . . . . .8
Section  3.  Public Policy Committee. . . . . . . . . . . . . . . . . . . .8
Section  4.  Audit Committee. . . . . . . . . . . . . . . . . . . . . . . .9
Section  5.  Other Committees . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE V - OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section  1.  Number . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section  2.  Election, Term of Office, and Qualifications . . . . . . . . 10
Section  3.  Other Officers, Agents, and Employees. . . . . . . . . . . . 10
Section  4.  Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section  5.  Removal of Officers. . . . . . . . . . . . . . . . . . . . . 10
Section  6.  Chairman of the Board  . . . . . . . . . . . . . . . . . . . 10
              Honorary Chairman of the Board. . . . . . . . . . . . . . . 10
Section  7.  Vice Chairmen of the Board . . . . . . . . . . . . . . . . . 11
Section  8.  Succession of Duties . . . . . . . . . . . . . . . . . . . . 11
Section  9.  President  . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 10.  Executive Vice President . . . . . . . . . . . . . . . . . . 11
Section 11.  Vice Presidents  . . . . . . . . . . . . . . . . . . . . . . 11
Section 12.  Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 13.  Treasurer  . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 14.  General Counsel  . . . . . . . . . . . . . . . . . . . . . . 12
Section 15.  General Auditor  . . . . . . . . . . . . . . . . . . . . . . 12
Section 16.  Assistant Secretary  . . . . . . . . . . . . . . . . . . . . 12
Section 17.  Assistant Treasurer  . . . . . . . . . . . . . . . . . . . . 13
Section 18.  Administrative Committees  . . . . . . . . . . . . . . . . . 13

ARTICLE VI - CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . 13
Section  1.  Certificates . . . . . . . . . . . . . . . . . . . . . . . . 13
Section  2.  Issue and Registration of Certificates:
                  Transfer Agents and Registrars . . .  . . . . . . . . . 13
Section  3.  Transfer of Stock  . . . . . . . . . . . . . . . . . . . . . 13
Section  4.  Lost, Destroyed, or Mutilated Certificates . . . . . . . . . 13
Section  5.  Record Date  . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VII - CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS,
               SECURITIES, ETC.:  AUTHORITY OF OFFICERS . . . . . . . . . 14
Section  1.  Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section  2.  Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section  3.  Bank Accounts  . . . . . . . . . . . . . . . . . . . . . . . 14
Section  4.  Checks, Securities, Etc.     . . . . . . . . . . . . . . . . 14

ARTICLE VIII - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . 15
Section  1.  Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . 15
Section  2.  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section  3.  Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IX -  EMERGENCIES . . . . . . . . . . . . . . . . . . . . . . . . 15
Section  1.  Emergency Bylaws . . . . . . . . . . . . . . . . . . . . . . 15
Section  2.  Termination of Emergency . . . . . . . . . . . . . . . . . . 15

ARTICLE X -  AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 15









                                   BYLAWS

                                     OF

                         FIRST VIRGINIA BANKS, INC.

                 (With Amendments through February 23, 2000)


                                  ARTICLE I

                           MEETING OF STOCKHOLDERS

 Section 1.  Annual Meetings.  The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date each year that
shall be established by the  board of directors; however, if no such date is
established, then the annual meeting shall be on the fourth Wednesday in
April each year, if not a legal holiday, and if so, then on the next
succeeding business day.
 Section 2.  Special Meetings.  Except as provided in Article II, Section 4
of these bylaws, special meetings of the stockholders shall be called by the
president or secretary only at the written request of a majority of the
directors, provided that, if as of the date of the request for such special
meeting there is a Related Person as defined in Article X of the Articles of
Incorporation, such majority shall include a majority of the Continuing
Directors, as defined in Article X of the Articles of Incorporation or by the
holders of four-fifths (80%) of the voting power of all of the then
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors.  The request shall state the purpose
or purposes for which the meeting is to be called.  The notice of every
special meeting of stockholders shall state the purpose for which it is
called.
 Section 3.  Hour and Place of Meeting.  All meetings of the stockholders may
be held at such hour and place within or without the State of Virginia as may
be provided in the notice of meeting.
 Section 4.  Notice of Meetings.  Notice of the annual and of any special
meeting of the stockholders shall be given not less than ten days nor more
than sixty days before the meeting (except as a different time is specified
by law), by or at the direction of the board of directors or the person
calling the meeting, to each holder of record of shares of the corporation
entitled to vote at the meeting, in person or by mail or by electronic
dissemination, unless otherwise required by law.  All such notices shall
state the day, hour, place and purpose(s) of the meeting, and the matters to
be considered.
 Section 5.  Voting List.  A  complete list of the stockholders entitled to
vote at any meeting or any adjournment thereof, with the address of and
number of shares held by each on the record date, shall, for a period of ten
days prior to such meeting, be kept on file at the registered office or
principal place of business of the corporation or at the office of the
transfer agent or registrar and shall be subject to inspection by any
stockholder at any time during usual business hours except as such right of
inspection may be subject to limitations prescribed by law.  Such list shall
also be produced and kept open at the time and place of the meeting and shall
be open to inspection by any stockholder during the whole time of the
meeting.  Whenever the production or exhibition of any voting list, or of the
stock transfer books of the corporation, shall be required by law, the
production of a copy thereof certified correct by the transfer agent shall be
deemed to be substantial compliance with such requirement.
 Section 6.  Quorum.  A majority of the shares entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of
stockholders.  Once a quorum has been duly convened, the quorum shall not be
deemed broken by the departure of any stockholder or holder of a proxy.  In
the absence of a quorum, the stockholders present in person or by proxy, by
majority vote and without notice other than by announcement at the meeting,
may adjourn the meeting from time to time until a quorum shall be present.
At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which could have been transacted at the meeting as
originally called.
 Section 7.  Organization.  At all meetings of the stockholders, the chairman
of the board, or in his absence the vice chairmen, in the order of their
appointment, or in their absence the president, or in the absence of all of
them a person chosen by a majority of the stockholders represented in person
or by proxy and entitled to vote at the meeting shall preside as chairman of
the meeting.  The secretary of the corporation, or in his absence or if he be
appointed chairman of the meeting, an assistant secretary shall act as
secretary at all meetings of the stockholders; but if neither the secretary
nor any assistant secretary be present and able to act as such, the chairman
may appoint any person to act as secretary of the meeting.
 Section 8.  Conduct of Meetings.  Parliamentary rules as formulated by
Cushman, Robert's or Sturgis' Manual shall govern the conduct of all meetings
of the stockholders upon verbal announcement thereof by the chairman, except
that where such rules conflict with the provisions of these bylaws, the
statutes of Virginia, or the Articles of Incorporation, the provisions of the
said bylaws, statutes or Articles shall prevail.  The chairman of all
meetings of the stockholders may announce from time to time such rules and
guidelines for the conduct of business as he may determine in his discretion.
 Section 9.  Voting.  Except as otherwise provided by law or by Articles of
Serial Designation with respect to any class or classes of preferred stock
outstanding, each stockholder shall be entitled to one vote for each share of
stock held by him and registered in his name on the books of the corporation
on the date fixed by the resolution of the board of directors as the record
date for the determination of the stockholders entitled to notice of and to
vote at such meeting as more fully set forth elsewhere in these bylaws.  Such
vote may be given in person or by proxy appointed by an instrument executed
by a stockholder or his duly authorized attorney in written form,
telephonically, or electronically, and delivered to the secretary of the
meeting or the inspectors of election.  No proxy shall be valid after eleven
months from its date, unless otherwise provided therein.  If a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
stock-holders, except when a larger vote or a vote by class is required by
the Articles of Incorporation, any other provision of these bylaws or the
laws of the state of Virginia and except that in elections of directors those
receiving the greatest number of votes shall be deemed elected even though
not receiving a majority.
 Section 10.  Inspectors of Election.  The board of directors shall appoint
three or more inspectors of election to serve at any meeting of the
stockholders at which a vote is to be taken. The inspectors of election shall
examine proxies and pass upon their validity, receive the votes at the
meeting and act as tellers, certify in writing as to the number of shares
represented at the meeting and the final vote figures, and perform any other
duties required by law.
 Section 11.  Proxy Committee.  The board of directors shall designate a
Proxy Committee of three individuals to act as proxy for stockholders who
appoint/authorize all or any of them to vote their shares in response to the
board of directors' solicitation of proxies at any annual or special meeting
of stockholders, whether such votes are authorized in writing,
telephonically, or electronically.  Any one member of the Proxy Committee may
vote any or all of the shares upon which the Committee is authorized to act.
 Section 12.  Stockholder Nominations.  (a)  Nominations of candidates for
election as directors at any annual meeting of stockholders may be made (i)
by, or at the direction of, a majority of the directors (provided that, if as
of the date of the nomination there is a Related Person as defined in Article
XI of the Articles of Incorporation, such majority shall include a majority
of the Continuing Directors, as defined in Article XI of the Articles of
Incorporation (such directors, whether or not they include the Continuing
Directors shall be referred to as the "directors" for the purposes of this
Section 12)) or (ii) by any stockholder of record entitled to vote at such
annual meeting.  Only persons nominated in accordance with procedures set
forth in Section 12(b) shall be eligible for election as directors at an
annual meeting.   (b)  Nominations, other than those made by, or at the
direction of, a majority of the directors, shall be made pursuant to timely
notice in writing to the secretary of the corporation as set forth in this
Section 12(b).  To be timely, a stockholder's notice shall be delivered to,
or mailed and received at, the principal executive offices of the Corporation
not less than ninety (90) days nor more than one hundred twenty (120) days
prior to the date of the scheduled annual meeting, regardless of
postponements, deferrals, or adjournments of that meeting to a later date;
provided, however, that if less than seventy (70) days' notice or prior
public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder to be timely must be so delivered or received
not later than the close of business on the tenth (10th) day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made.  Such
stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election as a director (a) the name,
age, business address and residence address of such person, (b) the principal
occupation or employment of such person, (c) the class and number of shares
of the Corporation's equity securities which are beneficially owned (as such
term is defined in Rule 13d-3 or 13d-5 under the Securities Exchange Act of
1934 (the "Exchange Act")) by such person on the date of such stockholder
notice and (d) any other information relating to such person that would be
required to be disclosed pursuant to Schedule 13D under the Exchange Act in
connection with the acquisition of shares, and pursuant to Regulation 14A
under the Exchange Act, in connection with the solicitation of proxies with
respect to nominees for election as directors, regardless of whether such
person is subject to the provisions of such regulations, including, but not
limited to, information required to be disclosed by Items 4(b) and 6 of
Schedule 14A under the Exchange Act and information which would be required
to be filed on Schedule 14B under the Exchange Act with the Securities and
Exchange Commission and (ii) as to the stockholder giving the notice (a) the
name and address, as they appear on the corporation's books, of such
stockholder and any other stockholder who is a record or beneficial owner of
any equity securities of the corporation and who is known by such stockholder
to be supporting such nominee(s) and (b) the class and number of shares of
the corporation's equity securities which are beneficially owned, as defined
above, and owned of record by such stockholder on the date of such
stockholder notice and the number of shares of the corporation's equity
securities beneficially owned and owned of record by any person known by such
stockholder to be supporting such nominee(s) on the date of such stockholder
notice.  At the request of a majority of the directors, any person nominated
by, or at the direction of, the Board of Directors for election as a director
at an annual meeting shall furnish to the secretary of the corporation that
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.
 (c)  No person shall be elected as a director of the corporation unless such
person is nominated in accordance with the procedures set forth in Section 12
and is eligible to serve as a director under Article II of these bylaws.
Ballots bearing the names of all the persons who have been nominated for
election as directors at an annual meeting in accordance with the procedures
set forth in Section 12 and are eligible to serve as a director under Article
II of these bylaws shall be provided for use at the annual meeting.  (d)  A
majority of the directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of Section 12(b).  If a
majority of the directors determines that the information provided in a
stockholder's notice does not satisfy the informational requirements of
Section 12(b) in any material respect, the secretary of the corporation shall
promptly notify such stockholder of the deficiency in the notice.  The
stockholder shall have an opportunity to cure the deficiency by providing
additional information to the secretary within five (5) days from the date
such deficiency notice is given to the stockholder, or such shorter time as
may be reasonably deemed appropriate by a majority of the directors.  If the
deficiency is not cured within such period, or if a majority of the directors
reasonably determines that the additional information provided by the
stockholder, together with the information previously provided, does not
satisfy the requirements of Section 12(b) in any material respect, then the
board of directors may reject such stockholder's nomination.  The secretary
of the corporation shall notify a stockholder in writing whether his or her
nomination has been made in accordance with the time and informational
requirements of Section 12(b).  Notwithstanding the procedure set forth in
this paragraph, if the majority of the directors does not make a
determination as to the validity of any nominations by a stockholder, the
chairman of the annual meeting shall determine and declare at the annual
meeting whether a nomination was not made in accordance with the terms of
Section 12(b).  If the chairman of such meeting determines that a nomination
was not made in accordance with the terms of Section 12(b), he or she shall
so declare at the annual meeting and the defective nomination shall be
disregarded.
 Section 13.  Business to be Brought Before the Meeting.  (a) At an annual
meeting of stockholders, only such business shall be conducted, and only such
proposals shall be acted upon as shall have been brought before the annual
meeting (i) by, or at the direction of, the majority of the directors
(provided that, if as of the date of the nomination there is a Related Person
as defined in Article XI of the Articles of Incorporation, such majority
shall include a majority of the Continuing Directors, as defined in Article
XI of the Articles of Incorporation (such directors, whether or not they
include the Continuing Directors shall be referred to as the "directors" for
the purposes of this Section 13)); or (ii) by any stockholder of the
corporation who complies with the notice procedures set forth in Section
13(b).
 (b)  For a proposal to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the secretary of the corporation.  To be timely, a stockholder's notice
must be delivered to, or mailed and received at, the principal executive
offices of the corporation not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the scheduled annual meeting, regardless
of any postponements, deferrals or adjournments of that meeting to a later
date; provided, however, that if less than seventy (70) days' notice or prior
public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder, to be timely, must be so delivered or
received not later than the close of business on the tenth (10th) day
following the earlier of the day on which such notice of the date of the
scheduled annual meeting was mailed or the day on which such public
disclosure was made.  A stockholder's notice to the secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the corporation's
books, of the stockholder proposing such business and any other stockholder
who is the record or beneficial owner (as defined in Section 12(a) of these
bylaws) of any equity security of the corporation known by such stockholder
to be supporting such proposal, (iii) the class and number of shares of the
corporation's equity securities which are beneficially owned (as defined in
Section 12(a) of these bylaws) and owned of record by the stockholder giving
the notice on the date of such stockholder notice and by any other record or
beneficial owners of the corporation's equity securities known by such
stockholder to be supporting such proposal on the date of such stockholder
notice, and (iv) any financial or other interest of the stockholder in such
proposal.
 (c)  A majority of the directors may reject any stockholder proposal not
timely made in accordance with the terms of Section 13(b).  If a majority of
the directors determines that the information provided in a stockholder's
notice does not satisfy the informational requirements of Section 13(b) in
any material respect, the secretary of the corporation shall promptly notify
such stockholder of the deficiency in the notice.  The stockholder shall have
the opportunity to cure the deficiency by providing additional information to
the secretary within such period of time, not to exceed five (5) days from
the date such deficiency notice is given to the stockholder, as the majority
of the directors shall reasonably determine.  If the deficiency is not cured
within such period, or if the majority of the directors determines that the
additional information provided by the stockholder, together with information
previously provided, does not satisfy the requirements of this Section 13(b)
in any material respect, then a majority of the directors may reject such
stockholder's proposal.  The secretary of the corporation shall notify a
stockholder in writing whether such person's proposal has been made in
accordance with the time and information requirements of Section 13(b).
Notwithstanding the procedures set forth in this paragraph, if the majority
of the directors does not make a determination as to the validity of any
stockholder proposal, the chairman of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made in
accordance with the terms of Section 13(b).  If the chairman of such meeting
determines that a stockholder proposal was not made in accordance with the
terms of Section 13(b), he or she shall so declare at the annual meeting and
any such proposal shall not be acted upon at the annual meeting.

 (d)  This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports,
no new business shall be acted upon at such annual meeting unless stated,
filed and received as herein provided.

<PAGE>
                                 ARTICLE II

                             BOARD OF DIRECTORS

 Section 1.  General Powers.  The business and affairs of the corporation
shall be managed by the board of directors subject to any requirement of
stockholder action.
 Section 2.  Number.  The number of directors shall be thirteen (13).
 Section 3.  Terms of Directors.  A person shall be elected to serve a term
of three years or to fill the unexpired term of the class to which the
directorship position has been assigned.  A person appointed by the board to
fill the unexpired term of a directorship position shall stand for election
to that directorship position at the next stockholders' meeting at which
directors are elected.  Except as required by law, no person who has reached
the age of 72 years shall be eligible to serve as a director, except that a
director who reaches the age of 72 years may continue to serve the unexpired
portion of the term for the class of the directorship position held by such
person.  Notwithstanding the above, any person who has served or may serve as
chairman of the corporation in good standing until retirement and any person
who served as chairman of a subsidiary bank of the corporation on November 1,
1994, shall continue to be eligible to serve as a director for any class of
directorship position whose term shall not expire before such chairman shall
reach the age of 75 years.
 Section 4.  Vacancies.  Any vacancy on the board of directors for any cause,
except a vacancy created by an increase by more than two in the number of
directors, may be filled for the unexpired portion of the term by a majority
vote of all of the remaining directors, though less than a quorum, given at a
regular meeting or at a special meeting called for that purpose.  In case the
entire board shall die or resign, any stockholder may call a special meeting
of the stockholders upon notice as hereinbefore provided for meetings of the
stockholders, at which special meeting the directors for the unexpired
portion of the term may be elected.
 Section 5.  Fees.  Nonemployee directors shall not receive any stated salary
for their services, but, by resolution of the board of directors, they may
receive a retainer, a fixed sum for attendance at each regular or special
meeting of the board and any meeting of any committee, and reimbursement for
expenses of attendance, if any, at board and committee meetings. Nothing
herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
 Section 6.  Senior Advisory Board.  The board of directors may appoint a
senior advisory board, the eligible members of which shall be such directors
of the corporation who served on the board of directors at the age of 72
years or who shall have resigned from the board because of poor health and
requested a transfer to it.  The members of such board shall serve at the
pleasure of the corporation's board of directors until the next annual
meeting of stockholders.  At the board meeting following each annual meeting
of stockholders, such member may be reappointed if such member has not then
reached the age of 75 years or, for any member who served as a director until
the age of 75 years, if such member has not then reached the age of 78;
however, under no circumstance shall a member be appointed more than two
times after the initial appointment.  Members of the senior advisory board
shall receive notice of and be entitled to attend all regular meetings of the
corporation's board of directors and shall receive the same fees and expenses
as are paid to members, but will not be entitled to vote at such meetings.
 Section 7.  Stock Ownership of Directors.  Every director shall be the owner
of stock of the corporation having a book value of not less than Five
Thousand Dollars ($5,000).  Such stock must be unpledged and unencumbered at
the time such director becomes a director and during the whole of his term as
such.  Any director violating the provisions of this section shall
immediately vacate his office.

                                 ARTICLE III

                             DIRECTORS' MEETINGS

 Section 1.  Regular Meetings.  The board of directors shall set by
resolution the date, time, and place of the regular meetings of the board.
The organization board meeting shall be held immediately after the annual
meeting of stockholders at the same location without notice other than this
bylaw.
 Section 2.  Special Meetings.  Special meetings of the board of directors
shall be held whenever called by the chairman of the board, by the president,
or by any two of the directors.  Notice of each such meeting shall be mailed
to each director, addressed to his residence or usual place of business, at
least three days before the day on which the meeting is to be held, or shall
be sent to such place by telegraph or mailgram, or be delivered personally or
by telephone, not later than the day before the day on which the meeting is
to be held.  Neither the business to be transacted at, nor the purpose of,
any special meeting need be specified in the notice or waiver of notice of
such meeting.
 Section 3.  Organization.  At all meetings of the board of directors, the
chairman, or in his absence the vice chairmen in the order of their
appointment, or in their absence, the president (or in his absence the
executive vice president if a member of the board), or, in the absence of all
of them, any director selected by the board of directors shall act as chair-
man; and the secretary of the corporation, or, in his absence or if he be
elected chairman of the meeting, an assistant secretary, shall act as
secretary; but if neither the secretary nor any assistant secretary be
present and able to act as such, the chairman may appoint any person present
to act as secretary of the meeting.
 Section 4.  Quorum and Manner of Acting.  Unless otherwise provided by law
or the Articles of Incorporation, a majority of the number of directors fixed
by the bylaws at the time of any regular or special meeting shall constitute
a quorum for the transaction of business at such meeting, and the act of a
majority of the directors present at any such meeting at which a quorum is
present shall be the act of the board of directors.  In the absence of a
quorum, a majority of those present may adjourn the meeting from time to time
until a quorum be had.  Notice of any such adjourned meeting need not be
given.
 Section 5.  Order of Business.  At all meetings of the board of directors
business may be transacted in such order as from time to time the board may
determine.
 Section 6.  Action Without a Meeting.  Any action which is required to be
taken at a meeting of the directors or of a director's committee may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, shall be signed either before or after such action by all of the
directors or by all of the members of the committee, as the case may be, and
such consent is filed in the minute book of the proceedings of the board or
committee.  Such consent shall have the same force and effect as a unanimous
vote.
 Section 7.  Telephone Meetings.  Members of the board of directors or any
committee designated thereby may participate in a meeting of such board or
committee by means of conference telephone or similar communications
equipment whereby all persons participating in the meeting can hear each
other, and a written record can be made of the action taken at the meeting.






                                 ARTICLE IV

                           COMMITTEES OF THE BOARD

 Section 1.  Executive Committee.  The board of directors, by a resolution
adopted by a majority of the number of directors, may designate three or more
directors, to include the chairman, the vice chairmen, if one or more be
appointed, and the president, to constitute an executive committee.  Members
of the executive committee shall serve until removed, until their successors
are designated or until the executive committee is dissolved by the board of
directors.  All vacancies which may occur in the executive committee shall be
filled by the board of directors.  The executive committee, when the board of
directors is not in session, may exercise all of the powers of the board of
directors except to approve an amendment to the Articles of Incorporation,
these bylaws, a plan of merger or consolidation, a plan of exchange under
which the corporation would be acquired, the sale, lease or exchange, or the
mortgage or pledge for a consideration other than money, of all, or
substantially all, the property and assets of the corporation otherwise than
in the usual and regular course of its business, the voluntary dissolution of
the corporation, or revocation of voluntary dissolution proceedings, and may
authorize the seal of the corporation to be affixed as required.  The
executive committee may make its own rules for the holding and conduct of its
meetings (except that at least two members of the committee shall be
necessary to constitute a quorum), the notice thereof required and the
keeping of its records, and shall report all of its actions to the board of
directors.
 Section 2.  Management Compensation and Benefits Committee.  The board of
directors shall, by resolution, appoint a Management Compensation and
Benefits Committee that shall be comprised entirely of "outside directors" as
that term is defined under proposed Item 402(j)(2) of Regulation S-K of the
Securities and Exchange Commission; that is, "directors who do not have
employment or consulting arrangements with the corporation or its affiliates
and who are not employed by an entity that has an employee of the corporation
serving as a member of a committee which establishes that entity's
compensation policy."  (If, in the final SEC rules, Item 402(j)(2) of the
SEC's Regulation S-K includes a different definition of "outside directors"
than that described above, then these Bylaws will follow the definition as
stated in the final rules, as amended from time to time.)  Such committee
shall fix its own rules and procedures and shall meet at least once each
year.  The committee shall have the authority to establish the level of
compensation (including bonuses) and benefits of management of the
corporation.  Such committee shall also have all of the authority vested
under any stock option or other equity-based compensation plan of the
corporation including but not limited to the authority to grant stock
options, stock appreciation rights, restricted or phantom stock, etc. to the
corporation's management.
 Section 3.  Public Policy Committee.  The board of directors shall, by
resolution, appoint not less than three nor more than six of its members to
constitute a public policy committee.  The board shall likewise designate the
chairman of the committee.  In addition, the chairman of the board shall be
an ex-officio member of the public policy committee and shall be entitled to
vote on all matters coming before the committee.  The committee shall
recommend to the board of directors the total amount of funds to be allocated
each calendar year for charitable contributions to be made by the
corporation.  The committee shall have authority to approve contributions by
the corporation within the dollar limits set by the approved annual budget
and may delegate some or all of its authority for final approval to the chief
executive officer provided that all contributions approved by the chief
executive officer are subsequently reported to the committee for review. The
committee shall exercise general supervision over the corporation's matching
gifts program and shall have authority to add and/or delete those colleges
and universities eligible for inclusion in the program. The committee shall
monitor on an ongoing basis the programs developed for compliance with the
Community Reinvestment Act as well as Title VII of the Civil Rights Act of
1964 (Equal Employment Opportunity) and as a result may make recommendations
to the chief executive officer in respect thereto.  The committee shall
perform such other duties and functions as shall be assigned to said
committee from time to time by the board of directors.  The chairman of the
committee shall report regularly to the board of directors on the results of
its meetings.  The committee shall meet quarterly except that it may
additionally meet on call of its chairman as may be necessary.
 Section 4.  Audit Committee.  The Board of Directors shall appoint an Audit
Committee that shall be comprised entirely of directors who meet the standard
of independence set forth by the New York Stock Exchange for audit committees
of listed companies.  Such committee shall be comprised of a minimum of three
members and shall fix its own rules and procedures.  The committee shall meet
at least quarterly.  The committee shall review the following:  (1) with the
independent public accountant and management, the financial statements and
the scope of the corporation's audit; (2) with the independent public
accountant and management, the adequacy of the corporation's system of
internal procedures and controls, including the resolution of material
weaknesses; (3) with the corporation's internal auditors, the activities and
performance of the internal auditors; (4) with management and the independent
accountant, compliance with laws and regulations; (5) with management, the
selection and termination of the independent public accountant and any
significant disagreements between the independent public accountant and
management; and (6) the nonaudit services of the corporation's independent
public accountant.  The committee, when so delegated by a member bank, shall
perform such audit committee functions for such bank as are requested by the
bank to fulfill its requirements under Section 36 of the Federal Deposit
Insurance Act and under the regulations and guidelines adopted by the FDIC to
implement Section 36.  The committee shall also review any other matters
concerning auditing and accounting as it deems necessary and appropriate.
The committee, at its discretion, may retain counsel without prior permission
of the Board or management.
 Section 5.  Other Committees.  Other committees with limited authority may
be designated by a resolution adopted by a majority of the directors present
at a meeting at which a quorum is present.

                                  ARTICLE V

                                  OFFICERS

 Section 1.  Number.  The officers of the corporation may be a chairman of
the board, a president, one or more vice chairmen (who also may serve as a
consultant and advisor to the board but not as a full-time employee of the
corporation or any of its affiliates), one or more executive vice presidents,
one or more vice presidents (any one or more of whom may be designated as
senior vice presidents), a secretary, and a treasurer.  At the discretion of
the board of directors, there may be one or more assistant vice presidents,
assistant secretaries, and assistant treasurers; a general counsel and one or
more assistant general counsel and assistant counsel; a general auditor, one
or more assistant general auditors and audit managers, an electronic data
processing auditor, and a trust auditor; a communications officer; one or
more marketing officers, and such other officer titles designated by the
board from time to time.  The chairman of the board, the vice chairmen, and
the president shall be chosen from members of the board of directors.  The
same person may hold any two of such offices, except the office of secretary
may not be held by any person holding the office of president.

 Section 2.  Election, Term of Office and Qualifications.  Officers of the
corporation shall be chosen annually by the board of directors at its regular
meeting immediately following the annual meeting of stockholders, and each
officer shall hold office until the next annual meeting of stockholders and
until his successor shall have been chosen and qualified or until he shall
resign or shall have been removed in the manner hereinafter provided.
 Section 3.  Other Officers, Agents and Employees.  The board of directors
may from time to time appoint such other officers as it may deem necessary,
to hold office for such time as may be designated by it or during its
pleasure, and may also appoint, from time to time, such agents and employees
of the corporation as may be deemed proper, or may authorize any officer to
appoint and remove such agents and employees, and may from time to time
prescribe the powers and duties of such officers, agents and employees of the
corporation in the management of its property and affairs, and may authorize
any officer to prescribe the powers and duties of agents and employees.
 Section 4.  Vacancies.  If any vacancy shall occur among the officers of the
corporation, such vacancy shall be filled by the board of directors.
 Section 5.  Removal of Officers.  Any officer or agent of the corporation
may be removed with or without cause at any time by the board of directors or
such officer as may be provided in the bylaws.  Any person or agent appointed
or employed by the corporation otherwise than by the board of directors may
be removed with or without cause at any time by any officer having authority
to appoint whenever such officer in his absolute discretion shall consider
that the best interests of the corporation will be served thereby.
 Section 6.  Chairman of the Board.  The chairman of the board shall be the
chief executive officer of the corporation and subject to the control of the
board of directors, shall have general direction of the business affairs and
property of the corporation and shall do and perform such other duties as may
be prescribed in these bylaws or which may be assigned to him from time to
time by the board of directors.  The chairman of the board shall preside at
all meetings of the board of directors and at all meetings of the stock-
holders.  He shall prescribe the duties and have general supervision over all
other officers, employees and agents of the corporation enumerated in these
bylaws or established by resolution of the board of directors or otherwise,
and shall have the power to appoint, employ, suspend or remove with or
without the advice of the board of directors any such officer, employee or
agent unless otherwise specifically provided in these bylaws, and shall fix
the salaries of all such officers, employees and agents of the corporation
and its subsidiaries within the limits established from time to time by the
board of directors.  He shall have power to sign all stock certificates,
deeds, contracts and other instruments authorized by the board of directors
or its executive committee unless other direction is given therefor, and he
shall be a member of all standing committees of the board except the account-
ing and auditing committee and the management compensation and benefits
committee.
 Honorary Chairman of the Board.  The board of directors may appoint a former
full-time officer who has held the office of chairman of the board of the
corporation to the position of honorary chairman of the board and provide
such person with a reasonable amount of office space as long as desired by
him.  If appointed, such person shall act as chairman of the senior advisory
board as such body exists from time to time.
 Section 7.  Vice Chairmen of the Board.  The board of directors may appoint
one or more vice chairmen of the board and, if any such officers are
appointed, may assign such specific duties to any one of them as it deems
necessary and advisable.  Such officers may, but need not, be full-time
salaried employees of the corporation.  Any such full-time vice chairmen
shall report to the corporation's chief executive officer and shall perform
such duties as such officers may prescribe and assign from time to time.
 Section 8.  Succession of Duties.  The bylaw duties of the chairman of the
board may be exercised and carried out by any vice chairmen when such have
been appointed by the board of directors in the absence or disability of the
chairman of the board in order of their appointment; if no vice chairmen are
so appointed, then the president shall carry out such duties in the absence
of the chairman of the board; and in the absence of the president, the
executive vice president or any vice president in the order of their election
shall carry out all such duties in the absence or disability of the chairman
of the board.
 Section 9.  President.  The president shall be the chief administrative
officer of the corporation and as such shall perform such duties as the
chairman of the board or the board of directors may prescribe from time to
time by resolution or as may be prescribed by these bylaws.  He shall
exercise all the powers and discharge all the duties of the chairman of the
board during the latter's absence or inability to act.  He shall have
concurrent power with the chairman of the board to sign all deeds, contracts
and instruments authorized by the board of directors or its executive
committee unless the board otherwise directs, and he may be a member of the
standing committees of the board except the accounting and auditing committee
when appointed by the board.  He shall report to the chairman of the board in
carrying out his assignments and in conducting the affairs of his office.
 Section 10.  Executive Vice President.  The board of directors may elect one
or more executive vice presidents and any such person so elected to such
office shall perform such duties as the board of directors or the chairman of
the board may assign and prescribe from time to time.
 Section 11.  Vice Presidents.  Each vice president shall have such powers
and perform such duties as the board of directors or the chairman may from
time to time prescribe, and shall perform such other duties as may be
prescribed in these bylaws.  Each vice president shall have power to sign all
deeds, contracts and instruments authorized by the board of directors or its
executive committee unless they otherwise direct.  In case of the absence or
inability to act of the president, and the executive vice presidents in the
order of their appointments, then such vice president as the board of
directors may designate for the purpose (but in the absence of such
designation then the vice presidents in order of appointment) shall have the
powers and discharge the duties of the president.
 Section 12.  Secretary.  The secretary shall keep the minutes of all
meetings of the stockholders, the board of directors and meetings of
committees of the board as they are held, in a book or books kept for that
purpose.  He shall keep in safe custody the seal of the corporation and he
may affix such seal to any instrument duly executed on behalf of the
corporation.  The secretary shall have charge of the certificate books and
such other books and papers as the board of directors may direct.  He shall
attend to the giving and serving of all notices of the corporation, and shall
also have such other powers and perform such other duties as pertain to his
office, or as from time to time may be assigned to him by the board of
directors or the corporation's chief executive officer.
 Section 13.  Treasurer.  The treasurer shall be the principal financial and
accounting officer of the corporation.  He shall have charge of the funds,
securities, receipts and disbursements of the corporation, and shall deposit
all moneys and other valuable effects in the name and to the credit of the
corporation in such banks or other depositaries as the board of directors may
from time to time designate.  He shall render to the chairman of the board,
or to the board of directors, or to the president, whenever any of them shall
require him so to do, an account of the financial condition of the
corporation and its affiliates and all of his transactions as treasurer.  He
shall keep correct books of account of all its business and transactions.  If
required by the board of directors, he shall give a bond in such sum and on
such conditions and with such surety as the board of directors may designate,
for the faithful performance of the duties of his office and the restoration
to the corporation, at the expiration of his term of office, or, in case of
his death, resignation or removal from office, of all books, papers,
vouchers, money or other property of whatever kind in his possession
belonging to the corporation.  He shall also have such other powers and
perform such other duties as pertain to his office or as from time to time
may be assigned to him by the board of directors or the president.
 Section 14.  General Counsel.  The general counsel, if one be appointed,
shall have charge of all litigation of the corporation, and shall keep
himself advised of the character and progress of all legal proceedings and
claims by and against the corporation or in which it is interested by reason
of its ownership and control of other corporations.  He shall give to the
board of directors reports from time to time on all legal matters affecting
the corporation and, when requested, his opinion upon any question affecting
the interests of the corporation.  He may, with the consent of the chief
executive officer, employ on behalf of the corporation special counsel for
the handling of any legal matter pertaining to the business of the
corporation which he deems necessary and advisable.  The general counsel may,
but need not be, a full-time salaried officer of the corporation.  He shall
from time to time consult with the corporation's legal advisory committee on
legal matters affecting the corporation and its affiliates.
 Section 15.  General Auditor.  The general auditor, if one be appointed,
shall perform such internal auditing and accounting functions with regard to
the member banks and companies as the board of directors or any appropriate
committee thereof may from time to time determine, and shall have such
additional powers and duties as may be prescribed by these bylaws and as the
board of directors or any appropriate committee thereof may from time to time
determine, and shall have additional responsibilities and duties in con-
nection therewith as may be prescribed by these bylaws, applicable laws and
regulations or the board of directors or any appropriate committee thereof.
Except as stated, the general auditor and other auditing staff shall be
subject to day-to-day administrative direction of the chief executive officer
of the corporation and any such officer or employee may be dismissed by the
chief executive officer for reasons as may be applied in dismissing any other
personnel of the corporation, provided that a report of any such dismissal of
internal auditing personnel with the reasons therefor shall be made to the
board of directors or its executive committee at the next succeeding meeting
thereof.  All other officers and personnel appointed or assigned to assist in
the internal audit function of the corporation, its member banks and
companies, may be assigned such day-to-day duties and responsibilities as may
be necessary by the general auditor to carry out the responsibilities of the
internal audit function.  The office of general auditor may not be held by
any person holding other offices in the corporation or its affiliates except
with the specific approval of the board of directors.
 Section 16.  Assistant Secretary.  In the absence or disability of the
secretary, the assistant secretary (or if more than one, then the assistant
secretary designated by the board of directors or the president for such
purpose) shall perform all the duties of the secretary and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon,
the secretary.  Each assistant secretary shall also perform such other duties
as from time to time may be assigned to him by the board of directors, the
chief executive officer or the secretary.
 Section 17.  Assistant Treasurer.  In the absence or disability of the
treasurer, the assistant treasurer (or if more than one, then the assistant
treasurer designated by the board of directors or the chief executive officer
for such purpose) shall perform all the duties of the treasurer and, when so
acting, shall have all the powers of, and be subject to all restrictions
upon, the treasurer.  Each assistant treasurer shall also perform such other
duties as from time to time may be assigned to him by the board of directors,
the chief executive officer or the treasurer.
 Section 18.  Administrative Committees.  The Chairman of the Board may
designate administrative committees to assist the Chairman in the day-to-day
operation of the corporation.  Each committee shall have such authority of
the Chairman as the Chairman may delegate and shall be comprised of officers
of the corporation.  Membership on such committees shall be at the request of
the Chairman of the Board, who shall appoint or remove members with or
without the advice of the board of directors, unless otherwise specifically
provided in these bylaws.  The Chairman shall advise the board of directors
annually of the current committees and members thereof.

                                 ARTICLE VI

                                CAPITAL STOCK

 Section 1.  Certificates.  Certificates representing shares of the capital
stock of the corporation shall be in such form as is permitted by law and
prescribed by the board of directors or the chief executive officer and shall
be signed by the persons authorized to sign the same by the bylaws or
specific resolution of the board of directors.  Certificates may, but need
not be, sealed with the seal of the corporation or a facsimile thereof.  The
signature of the officers upon such certificates may be facsimiles if the
certificate is countersigned by a transfer agent or registered by registrar
other than the corporation itself or an employee of the corporation.  In case
any officer who has signed or whose facsimile signature has been placed upon
a stock certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of its issue.
 Section 2.  Issue and Registration of Certificates:  Transfer Agents and
Registrars.  Transfer agents and/or registrars for the stock of the
corporation may be appointed by the board of directors and may be required to
countersign stock certificates.  Certificates of stock shall be issued in
consecutive order and the certificate books shall be kept at an office of the
corporation or at the office of the transfer agent.  Certificates shall be
numbered and registered in the order in which they are issued.  New
certificates and, in the case of cancellation, old certificates, shall,
before they are delivered, be passed to a registrar if one is appointed by
the board of directors, and such registrar shall register the issue or
transfer of such certificates.  Upon the return of the certificates by the
registrar, the new certificates shall be delivered to the person entitled
thereto.
 Section 3.  Transfer of Stock.  The stock of the corporation shall be
transferable or assignable on the books of the corporation by the holders in
person or by attorney on surrender of the certificates for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a
written power of attorney to have the same transferred on the books of the
corporation.
 Section 4.  Lost, Destroyed and Mutilated Certificates.  Holders of the
stock of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the board of
directors may in its discretion, or any officer of the corporation appointed
by the board of directors for that purpose may in his discretion, cause one
or more new certificates for the same number of shares in the aggregate to be
issued to such stockholder upon the surrender of the mutilated certificate or
upon satisfactory proof of such loss or destruction and the deposit of a bond
in such form and amount and with such surety as the board of directors may
require.
 Section 5.  Record Date.  For the purposes of determining stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose,
the board of directors may fix in advance a date as the record date for any
such determination of stockholders, such date in any case to be not more than
fifty days prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  If no record date is fixed for
the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of stockholders.   When a determination of stockholders entitled to vote at
any meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

                                 ARTICLE VII

                  CONTRACTS, LOANS, BANK ACCOUNTS, CHECKS,
                  SECURITIES, ETC.:  AUTHORITY OF OFFICERS

 Section 1.  Contracts.  The board of directors may authorize any officer or
officers, agent or agents to enter any contract or to execute and deliver any
instrument on behalf of the corporation, and such order may be general or
confined to specific instances.
 Section 2.  Loans.  The board of directors may authorize any officer or
officers, agent or agents to effect loans and advances at any time for the
corporation from any bank, trust company, insurance company, or other
institution, or from any person, firm, association, or corporation, and in
connection with such loans and advances to make, execute and deliver
promissory notes or other evidences of indebtedness of the corporation, and,
as security for the payment of any and all loans, advances, indebtedness and
liabilities of the corporation, to pledge, hypothecate or transfer any and
all stocks, securities and other personal property at any time held by the
corporation, and to that end to transfer, endorse, assign and deliver the
same in the name of the corporation.  Such authority may be general or
confined to specific instances, except that any pledge, hypothecation or
transfer of the capital stock or assets of any subsidiary corporation shall
be authorized only by a specific resolution of the board of directors.
 Section 3.  Bank Accounts.  All funds of the corporation, not otherwise
employed, shall be deposited from time to time to the credit of the
corporation in such banks or trust companies or other depositaries as the
board of directors may select.
 Section 4.  Checks, Securities, Etc.  All checks, drafts or orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the corporation, all stock powers, endorsements, assignments, or other
instruments for the transfer of securities held by the corporation shall be
executed and delivered by, and all such securities shall be voted and proxies
for the voting thereof shall be executed and delivered by such officer or
officers, agent or agents to whom the board of directors shall delegate the
power, and under such conditions and restrictions as they may impose.


                                ARTICLE VIII

                                MISCELLANEOUS

 Section 1.  Fiscal Year.  The fiscal year of the corporation shall begin on
the first day of January and end on the thirty-first day of December in each
year.
 Section 2.  Dividends.  The board of directors may from time to time
declare, and the corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and its Articles
of Incorporation.
 Section 3.  Corporate Seal.  The board of directors shall provide a
corporate seal which shall be circular in form and shall have inscribed
thereon the name of the corporation, the state of Virginia, and year of
incorporation and the words, "Corporate Seal".


                                 ARTICLE IX

                                 EMERGENCIES

 Section 1.  Emergency Bylaws.  During any emergency resulting from an attack
on the United States or any nuclear or atomic disaster, which is declared to
be such by an appropriate agency of the state or federal government, these
bylaws shall be modified (but only to the extent required by such emergency)
as follows:
      a.   A meeting of the board of directors may be called by any officer
or director by giving at least one hour's notice to such of the directors as
it may be feasible to reach at the time and by such means as may be feasible
at the time, including publication or radio.
      b.   The directors in attendance at the meeting, if not less than
three, shall constitute a quorum.  To the extent required to constitute a
quorum at any meeting of the board of directors, the officers of the
corporation who are present shall be deemed, in order of rank and within the
same rank in order of seniority, directors for such meeting.  For purposes of
this bylaw, officers shall rank as follows:  chairman of the board, vice
chairmen, president, executive vice president, senior vice president, vice
president, secretary, treasurer, assistant vice president, assistant
secretary, and assistant treasurer.  Officers holding similar titles shall
rank in the order of their appointment.
 Section 2.  Termination of Emergency.  Except as provided in this article,
the regular bylaws of the corporation shall remain in full force and effect
during any emergency, and upon its termination, these emergency bylaws shall
cease to be operative.

                                  ARTICLE X

                                 AMENDMENTS

 The board of directors shall have the power to alter, amend or repeal any
bylaws of the corporation and to adopt new bylaws; but any bylaws made by the
board of directors may be repealed or changed, and new bylaws made, by the
stockholders, who may prescribe that any bylaw made by them shall not be
altered, amended or repealed by the board of directors.

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