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

                       -----------------------------------
   
                                   FORM 10-K/A
    
                       -----------------------------------

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

                   For the fiscal year ended December 31, 1998
                         Commission File Number 0-26314

                          JAMES RIVER BANKSHARES, INC.

            Virginia                                        54-1740210
       State of Incorporation                    IRS Employer Identification No.

                   1514 Holland Road, Suffolk, Virginia 23434

       Registrant's telephone number, including area code: (757) 934-8100

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

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $5.00 par value

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes       X              No

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K,  or any  amendment to
this Form 10-K. [ ]

      The aggregate market value of voting stock held by  non-affiliates  of the
registrant as of March 16, 1999: Common Stock - $55,044,773.

      The number of shares  outstanding of the  registrant's  common stock as of
March 16, 1999: 3,741,230.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the  Registrant's  Annual Report to  Shareholders for the year
ended December 31, 1998 ("Annual  Report") are incorporated by reference in Part
I and Part II of this Form 10-K.


<PAGE>
   
    

Item 12.  Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth information as of March 16, 1999,  relating
to the  beneficial  ownership of the  Company's  Common Stock by (i) each of the
Company's  directors  and Named  Executive  Officers,  (ii) all of the Company's
current  directors  and Named  Executive  Officers  as a group,  and (iii) other
persons  known by the  Company  to be the  beneficial  owner of more  than  five
percent (5%) of the Company's Common Stock. Except as otherwise set forth below,
the Company is not aware of any person or group of  affiliated  persons who owns
more than 5% of the Common Stock of the Company.  All of the Company's directors
and Named Executive Officers receive mail at the Company's  principal  executive
offices at 1514 Holland Road, Suffolk, Virginia 23434.


                                       Number of Shares     Percent of
             Name                        Beneficially      Outstanding
                                             Owned            Shares

             Harold U. Blythe              38,858 (1)          1.04

             James E. Butler, Jr.          57,405 (2)          1.53

             Bruce B. Gray                 99,216 (3)          2.65

             Elmon T. Gray                 72,512 (4)          1.94

             Horace R. Higgins, Jr.         1,763                *

             G. P. Jackson                160,000              4.28

             Ben P. Kanak                  75,176 (5)          2.01

             John A. Ramsey, Jr.           51,768 (6)          1.38
   
             Robert E. Spencer, Jr.        49,446 (7)          1.32
    
             Donald W. Fulton, Jr.          5,500 (8)            *

             James C. Stewart             123,071 (9)          3.29
   
             Current Directors and
             Executive Officers as a
             Group (11 persons)           734,715             19.50
    
             Bank America Corporation(10) 190,656 (11)         5.10
             101 South Tryon Street
             Charlotte, NC 28255

---------------------------------------
*   Less than 1% ownership


 (1)  Includes (i) 22,750 shares owned jointly by Mr. Blythe and his wife,  (ii)
      75 shares  owned by Mr.  Blythe's  wife,  for which Mr.  Blythe  disclaims
      beneficial  ownership,  and (iii) 1,500 shares owned by a family trust for
      which Mr. Blythe has voting and investment power. Also includes options to
      purchase  12,358 shares of Common Stock that are  currently  exerciseable,
      which were granted  pursuant to the Company's  1996 Employee  Stock Option
      Plan ("Option Plan").
 (2)  Includes  4,485  shares  owned by Mr.  Butler's wife, for which Mr. Butler
      disclaims beneficial ownership.
 (3)  Includes (i) an  aggregate of  45,314 shares held in  six trusts for which
      Mr. Bruce Gray and Mr. Garland Gray, II share voting and investment power,
      (ii) an aggregate of 1,602 in custodian  accounts for which Mr. Bruce Gray
      and Mr.  Garland  Gray,  II share voting and  investment  power.  Does not
      include any shares beneficially owned or otherwise described in this Proxy
      Statement by or with respect to Mr. Elmon T. Gray or by Mr.  Garland Gray,
      II, Mr.  Bruce  Gray's  father and brother  respectively.  Mr.  Bruce Gray
      disclaims  beneficial ownership of any shares other than the 99,216 shares
      listed above.
 (4)  Includes (i) 6,297 shares  owned by Mr. Elmon Gray's wife, Pamela B. Gray,
      and (ii) 63,969 shares owned by various  family trusts for which Mr. Elmon
      Gray shares voting and investment power with NationsBank. Does not include
      (i) 84,721 shares owned  collectively  by Elizabeth  Gray Duff,  Mr. Elmon
      Gray's sister,  and her husband and various  children,  (ii) 93,900 shares
      owned collectively by Florence Gray Tullidge, Mr. Elmon Gray's sister, and
      her husband and various children,  (iii) 95,902 shares owned  collectively
      by Mary G.  Stettinius,  Mr.  Elmon  Gray's  sister,  and her  husband and
      various children, or (iv) 15,921 shares owned collectively by Katharine T.
      Gray, Mr. Elmon Gray's daughter,  and her various children.  Also does not
      include any shares beneficially owned or other1wise described in the Proxy
      Statement by or with respect to Mr. Bruce Gray or Mr.  Garland  Gray,  II,
      who are both sons of Mr. Elmon Gray. Mr. Elmon Gray  disclaims  beneficial
      ownership of any shares  other than the 2,246 shares he owns  individually
      and the 63,969 shares owned by family trusts as described above.
 (5)  Includes 2,571 shares  owned by Mr. Kanak's  wife,  for  which  Mr.  Kanak
      disclaims beneficial ownership.
 (6)  Includes 36,792 shares owned jointly by Mr.  Ramsey and his wife and 1,320
      shares  owned  by Mr.  Ramsey's  wife.  Mr.  Ramsey  disclaims  beneficial
      ownership of the 1,320 shares owned directly by his wife.
 (7)  Includes  options  to  purchase  9,000  shares  of Common  Stock  that are
      currently  exerciseable,  which were  granted  pursuant  to the  Company's
      Option Plan.
 (8)  Includes  options  to  purchase  4,500  shares  of Common  Stock  that are
      currently  exerciseable,  which were  granted  pursuant  to the  Company's
      Option Plan.
 (9)  Includes 1,482 shares owned by Mr.  Stewart's  wife, for which Mr. Stewart
      disclaims  beneficial  ownership  and 2,407  shares  owned  jointly by Mr.
      Stewart and his wife.  Mr.  Stewart has entered  into an Early  Retirement
      Agreement  with  FCB.  See  "Item  11.  Executive   Compensation-  Stewart
      Retirement Agreement."
(10)  Information  regarding  BankAmerica  Corporation  ("BankAmerica") has been
      derived by the Company from a Schedule 13G filed by  BankAmerica  with the
      Securities and Exchange  Commission  ("Schedule 13G"). The 13G states that
      BankAmerica   filed  the  13G  on  behalf  of  BankAmerica,   NB  Holdings
      Corporation, 100 North Tryon Center, Charlotte, NC 28255, and NationsBank,
      N.A., 110 South Tryon Street, Charlotte, NC 28255.
(11)  The Schedule  13G  indicates  that  certain of these shares are subject to
      shared voting and dispositive power.

<PAGE>
   
    
Signatures
   
      In accordance  with Section 13 of the Exchange Act, the registrant  caused
this  report  to be  signed on its  behalf  by the  undersigned,  in the City of
Suffolk, State of Virginia, on April    , 1999.
    
                          JAMES RIVER BANKSHARES, INC.



                                    By:   /s/ Harold U. Blythe
                                        --------------------------
                                       Harold U. Blythe, President
   
      In  accordance  with the Exchange  Act, this Report has been signed by the
following persons in the capacities and on the dates stated.
    
<TABLE>
<CAPTION>


            Signature                     Title                        Date
<S>                                 <C>                                <C>

   

          *                         Chairman of The Board              April   , 1999
------------------------------      Director
G. P. Jackson


          *                         Vice Chairman of The               April   , 1999
------------------------------      Board and Director
Bruce B. Gray


/s/ Harold U. Blythe                President and Chief Executive      April   , 1999
------------------------------      Officer, Director
Harold U. Blythe                    (Principal Executive Officer)



          *                         Senior Vice President and          April   , 1999
------------------------------      Chief Financial Officer
Donald W. Fulton, Jr.               (Principal Financial and
                                    Accounting Officer)



          *                         Director                           April   , 1999
------------------------------
James E. Butler, Jr.


          *                         Director                           April   , 1999
------------------------------
Elmon T. Gray


          *                         Director                           April   , 1999
------------------------------
H. R. Higgins, Jr.


          *                         Director                           April   , 1999
------------------------------
Ben P. Kanak


          *                         Director                           April   , 1999
------------------------------
John A. Ramsey, Jr.


          *                         Director                           April   , 1999
------------------------------
Robert E. Spencer, Jr.


          *                         Director                           April   , 1999
------------------------------
James C. Stewart

*Harold U. Blythe, as attorney-in-fact.
</TABLE>