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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C.  20549

FORM 10-QSB

|x                                                                 | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES  EXCHANGE ACT OF 1934
|----------------------------------------------------------------- | -----------------------------------------------------------------------------------
|                                                                  |                                                                                    
|                                                                  | For the quarterly period ended September 30, 2002                                  
|                                                                  |                                                                                    
|o                                                                 | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934            
|                                                                  |                                                                                    
|                                                                  | For the transition period from ___________ to ___________                          
|                                                                  |                                                                                    
|Commission File No.  000-31711                                   
|                                                                 
|BOE FINANCIAL SERVICES OF VIRGINIA, INC.                         
|                                                                 
|(Exact name of small business issuer as specified in its charter)
|                                                                  |                                                                                    
|Virginia                                                          |                                                                                    
|                                                                  |                                                                                    
|(State or other jurisdiction of incorporation or organization)    |                                                                                    
|                                                                  |                                                                                    
|323 Prince St., Tappahannock, VA                                  |                                                                                    
|                                                                  |                                                                                    
|(Address of principal executive offices)                          |                                                                                    
|                                                                  |                                                                                    
|(804) 443-4343                                                   
|                                                                 
|(Issuers telephone number, including area code)                 
|                                                                  |                                                                                    

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes | x | No | o
|--- | - | -- | -

State the number of shares outstanding of each of the issuers classes of common equity as of November 13,
2002.

|Class                         |  |  | Outstanding at November 13, 2002 | 
|----------------------------- |  |  | -------------------------------- | 
|                              |  |  |                                  | 
|Common Stock, $5.00 par value |  |  | 1,175,889                        | 

Transitional Small Business Disclosure Format (Check one):

|Yes | o | No | x
|--- | - | -- | -

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BOE Financial Services of Virginia, Inc.

FORM 10-QSB

INDEX

|                               | Page                                                                                                    
|------------------------------ | --------------------------------------------------------------------------------------------------------
|                               |                                                                                                         
|PART I - FINANCIAL INFORMATION |                                                                                                         
|                               |                                                                                                         
|Item 1.                        | Financial Statements                                                                                    
|                               |                                                                                                         
|                               | Consolidated Balance Sheets September 30, 2002 and December 31, 2001                                    
|                               |                                                                                                         
|                               | Consolidated Statements of Earnings Three months ended September 30, 2002 and 2001                      
|                               |                                                                                                         
|                               | Consolidated Statements of Earnings Nine months ended September 30, 2002 and 2001                       
|                               |                                                                                                         
|                               | Consolidated Statements of Cash Flows Nine months ended September 30, 2002 and 2001                     
|                               |                                                                                                         
|                               | Consolidated Statements of Changes in Stockholders Equity Nine months ended September 30, 2002 and 2001
|                               |                                                                                                         
|                               | Notes to Consolidated Financial Statements                                                              
|                               |                                                                                                         
|Item 2.                        | Managements Discussion and Analysis or Plan of Operation                                               
|                               |                                                                                                         
|Item 3.                        | Controls and Procedures                                                                                 
|                               |                                                                                                         
|PART II - OTHER INFORMATION    |                                                                                                         
|                               |                                                                                                         
|Item 1.                        | Legal Proceedings                                                                                       
|                               |                                                                                                         
|Item 2.                        | Changes in Securities                                                                                   
|                               |                                                                                                         
|Item 3.                        | Defaults Upon Senior Securities                                                                         
|                               |                                                                                                         
|Item 4.                        | Submission of Matters to a Vote of Security Holders                                                     
|                               |                                                                                                         
|Item 5.                        | Other Information                                                                                       
|                               |                                                                                                         
|Item 6.                        | Exhibits and Reports on Form 8-K                                                                        
|                               |                                                                                                         
|                               | Signatures                                                                                              
|                               |                                                                                                         



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PART I 
FINANCIAL INFORMATION

Item 1. 
Financial Statements BOE FINANCIAL SERVICES OF VA., INC.Consolidated Balance Sheets (in Thousands)

|                                 |                                                                                               | September 30, 2002 |         | December 31, 2001 |  
|-------------------------------- | --------------------------------------------------------------------------------------------- | ------------------ | ------- | ----------------- | -
|                                 |                                                                                               |                    |         |                   |  
|                                 |                                                                                               | (Unaudited)        |         |                   |  
|                                 | ASSETS                                                                                        |                    |         |                   |  
|Cash and due from banks          |                                                                                               | $                  | 6,114   |                   | $
|Federal funds sold               |                                                                                               |                    | 8,121   |                   |  
|Securities available for sale    |                                                                                               |                    |         |                   |  
|                                 | U.S. Government agencies (book value of $8,761-2002 and $7,084-2001)                          |                    |         | 8,958             |  
|                                 | Obligations of state and political subdivisions (book value of $26,420-2002 and $24,687-2001) |                    |         | 28,293            |  
|                                 | Other Securities (book value of $5,829-2002 and $5,719-2001)                                  |                    |         | 6,327             |  
|Loans held for resale            |                                                                                               |                    | 920     |                   |  
|Loans                            |                                                                                               |                    | 162,073 |                   |  
|Less: Allowance for loan loss    |                                                                                               |                    | (2,175  | )                 |  
|                                 |                                                                                               |                    |         |                   |  
|                                 | Net loans                                                                                     |                    |         | 159,898           |  
|Bank premises and equipment, net |                                                                                               |                    | 6,590   |                   |  
|Accrued interest receivable      |                                                                                               |                    | 1,378   |                   |  
|Intangible assets, net           |                                                                                               |                    | 1,059   |                   |  
|Other assets                     |                                                                                               |                    | 3,601   |                   |  
|                                 |                                                                                               |                    |         |                   |  
|                                 | Total assets                                                                                  |                    | $       | 231,259           |  
|                                 |                                                                                               |                    |         |                   |  
|                                 |                                                                                               |                    |         |                   |  

See accompanying notes to consolidated financial statements.

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BOE FINANCIAL SERVICES OF VA., INC.  Consolidated Balance Sheets (in Thousands, except share information)

|                                       |                                            | September 30, 2002 |            | December 31,  2001 | 
|-------------------------------------- | ------------------------------------------ | ------------------ | ---------- | ------------------ | 
|                                       |                                            |                    |            |                    | 
|                                       |                                            | (Unaudited)        |            |                    | 
|LIABILITIES AND STOCKHOLDERS EQUITY   |                                            |                    |            |                    | 
|Deposits                               |                                            |                    |            |                    | 
|                                       | Noninterest bearing deposits               |                    | $          | 18,966             | 
|                                       | Savings, NOW and MMDA accounts             |                    |            | 56,633             | 
|                                       | Certificates of deposit                    |                    |            | 124,535            | 
|                                       |                                            |                    |            |                    | 
|                                       | Total deposits                             |                    |            | 200,134            | 
|Federal Home Loan Bank advances        |                                            |                    | 8,000      |                    | 
|Accrued interest payable               |                                            |                    | 510        |                    | 
|Other liabilities                      |                                            |                    | 1,498      |                    | 
|                                       |                                            |                    |            |                    | 
|                                       | Total liabilities                          |                    |            | 210,142            | 
|                                       |                                            |                    |            |                    | 
|Stockholders Equity                   |                                            |                    |            |                    | 
|Common stock, $5.00 par value          |                                            |                    | 5,880      |                    | 
|                                       | 9/30/02                                    |                    | 12/31/01   |                    | 
|Shares auth.                           | 10,000,000                                 |                    | 10,000,000 |                    | 
|Shares o/s                             | 1,175,889                                  |                    | 1,174,078  |                    | 
|Paid in capital                        |                                            |                    | 4,904      |                    | 
|Accumulated other comprehensive income |                                            |                    | 1,695      |                    | 
|Retained earnings                      |                                            |                    | 8,638      |                    | 
|                                       |                                            |                    |            |                    | 
|                                       | Total stockholders equity                 |                    |            | 21,117             | 
|                                       |                                            |                    |            |                    | 
|                                       | Total liabilities and stockholders equity |                    | $          | 231,259            | 
|                                       |                                            |                    |            |                    | 
|                                       |                                            |                    |            |                    | 

See accompanying notes to consolidated financial statements.

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BOE FINANCIAL SERVICES OF VA., INC. Consolidated Statements of Earnings (in Thousands, except share information)

|                                                                 |                           | Three Months Ended September 30, |      
|---------------------------------------------------------------- | ------------------------- | -------------------------------- | -----
|                                                                 |                           |                                  |      
|                                                                 |                           | 2002                             |      
|                                                                 |                           |                                  |      
|                                                                 |                           |                                  |      
|                                                                 | Interest Income           |                                  |      
|Interest and fees on loans                                       |                           | $                                | 2,843
|Interest on federal funds sold                                   |                           |                                  | 18   
|Interest on U.S. Treasury securities and U.S. Agency Obligations |                           |                                  | 97   
|Interest on obligations of state and political subdivisions      |                           |                                  | 302  
|Interest on other securities                                     |                           |                                  | 100  
|Other interest income                                            |                           |                                  | 2    
|                                                                 |                           |                                  |      
|                                                                 | Total interest income     |                                  | $    
|                                                                 | Interest Expense          |                                  |      
|Interest on savings and interest bearing deposits                |                           |                                  | 207  
|Interest on certificates of deposit                              |                           |                                  | 1,112
|Interest on federal funds purchased                              |                           |                                  | 3    
|Interest Federal Home Loan Bank advances                         |                           |                                  | 56   
|                                                                 |                           |                                  |      
|                                                                 | Total interest expense    |                                  |      
|                                                                 |                           |                                  |      
|Net interest income                                              |                           |                                  | 1,984
|Provision for loan losses                                        |                           |                                  | 848  
|                                                                 |                           |                                  |      
|Net interest income after provision for loan losses              |                           |                                  | 1,136
|                                                                 |                           |                                  |      
|                                                                 | Noninterest Income        |                                  |      
|Service charges on deposit accounts                              |                           |                                  | 183  
|Gains on sale of loans                                           |                           |                                  | 5    
|Other fee income                                                 |                           |                                  | 25   
|All other noninterest income                                     |                           |                                  | 135  
|                                                                 |                           |                                  |      
|                                                                 | Total noninterest income  |                                  |      
|                                                                 |                           |                                  |      
|                                                                 | Noninterest Expense       |                                  |      
|Salaries and employee benefits                                   |                           |                                  | 775  
|Premises and fixed assets                                        |                           |                                  | 206  
|Intangible premium amortization                                  |                           |                                  | 31   
|Other expenses                                                   |                           |                                  | 420  
|                                                                 |                           |                                  |      
|                                                                 | Total noninterest expense |                                  |      
|                                                                 |                           |                                  |      
|Income before income taxes                                       |                           |                                  | 52   
|Income tax provision (benefit)                                   |                           |                                  | (67  
|                                                                 |                           |                                  |      
|                                                                 | Net income                |                                  | $    
|                                                                 |                           |                                  |      
|Earnings per share, basic and diluted                            |                           | $                                | 0.10 

See accompanying notes to consolidated financial statements.

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BOE FINANCIAL SERVICES OF VA., INC. Consolidated Statements of Earnings(in Thousands, except share information)

|                                                                 |                           | Nine Months Ended September 30, |      
|---------------------------------------------------------------- | ------------------------- | ------------------------------- | -----
|                                                                 |                           |                                 |      
|                                                                 |                           | 2002                            |      
|                                                                 |                           |                                 |      
|                                                                 |                           |                                 |      
|                                                                 | Interest Income           |                                 |      
|Interest and fees on loans                                       |                           | $                               | 8,667
|Interest on federal funds sold                                   |                           |                                 | 45   
|Interest on U.S. Treasury securities and U.S. Agency Obligations |                           |                                 | 319  
|Interest on obligations of state and political subdivisions      |                           |                                 | 962  
|Interest on other securities                                     |                           |                                 | 300  
|Other interest income                                            |                           |                                 | 2    
|                                                                 |                           |                                 |      
|                                                                 | Total interest income     |                                 | $    
|                                                                 | Interest Expense          |                                 |      
|Interest on savings and interest bearing deposits                |                           |                                 | 655  
|Interest on certificates of deposit                              |                           |                                 | 3,565
|Interest on federal funds purchased                              |                           |                                 | 6    
|Interest Federal Home Loan Bank advances                         |                           |                                 | 165  
|                                                                 |                           |                                 |      
|                                                                 | Total interest expense    |                                 |      
|                                                                 |                           |                                 |      
|Net interest income                                              |                           |                                 | 5,904
|Provision for loan losses                                        |                           |                                 | 1,118
|                                                                 |                           |                                 |      
|Net interest income after provision for loan losses              |                           |                                 | 4,786
|                                                                 |                           |                                 |      
|                                                                 | Noninterest Income        |                                 |      
|Service charges on deposit accounts                              |                           |                                 | 546  
|Securities (losses) -net                                         |                           |                                 | (1   
|Gains on sale of loans                                           |                           |                                 | 1    
|Other fee income                                                 |                           |                                 | 122  
|All other fee & noninterest income                               |                           |                                 | 281  
|                                                                 |                           |                                 |      
|                                                                 | Total noninterest income  |                                 |      
|                                                                 |                           |                                 |      
|                                                                 | Noninterest Expense       |                                 |      
|Salaries and employee benefits                                   |                           |                                 | 2,309
|Premises and fixed assets                                        |                           |                                 | 650  
|Other expenses                                                   |                           |                                 | 1,315
|Intangible premium amortization                                  |                           |                                 | 94   
|                                                                 |                           |                                 |      
|                                                                 | Total noninterest expense |                                 |      
|                                                                 |                           |                                 |      
|Income before income taxes                                       |                           |                                 | 1,367
|Income taxes                                                     |                           |                                 | 213  
|                                                                 |                           |                                 |      
|                                                                 | Net income                |                                 | $    
|                                                                 |                           |                                 |      
|Earnings per share, basic and diluted                            |                           | $                               | 0.98 
|                                                                 |                           |                                 |      

See accompanying notes to consolidated financial statements.

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BOE FINANCIAL SERVICES OF VA., INC. Consolidated Statements of Cash Flows (in Thousands)

|                                                                                  |                                                               | Nine Months Ended September 30, |       
|--------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------- | ------
|                                                                                  |                                                               |                                 |       
|                                                                                  |                                                               | 2002                            |       
|                                                                                  |                                                               |                                 |       
|                                                                                  |                                                               | (Unaudited)                     |       
|Cash Flows from Operating Activities                                              |                                                               |                                 |       
|Net income                                                                        |                                                               | $                               | 1,154 
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                               |                                 |       
|                                                                                  | Depreciation and amortization                                 |                                 |       
|                                                                                  | Provision for credit losses                                   |                                 |       
|                                                                                  | Net amortization of premium on securities                     |                                 |       
|                                                                                  | Net (gain)loss on sale of securities                          |                                 |       
|                                                                                  | (Increase) in accrued interest receivable and other assets    |                                 |       
|                                                                                  | Increase (decrease) in accrued expenses and other liabilities |                                 |       
|                                                                                  |                                                               |                                 |       
|                                                                                  | Net cash provided by operating activities                     |                                 | $     
|                                                                                  |                                                               |                                 |       
|Cash Flows from Investing Activities                                              |                                                               |                                 |       
|Proceeds from sale of securities available-for-sale                               |                                                               | $                               | 1,158 
|Proceeds from maturities and calls of securities held-to-maturity                 |                                                               |                                 |      
|Proceeds from maturities and calls of securities available-for-sale               |                                                               |                                 | 2,711 
|Purchase of securities available for sale                                         |                                                               |                                 | (7,478
|Net (increase) in loans to customers                                              |                                                               |                                 | (9,153
|(Increase) in federal funds sold                                                  |                                                               |                                 | (504  
|Capital expenditures                                                              |                                                               |                                 | (119  
|                                                                                  |                                                               |                                 |       
|                                                                                  | Net cash (used in) investing activities                       |                                 | $     
|                                                                                  |                                                               |                                 |       
|Cash Flows from Financing Activities                                              |                                                               |                                 |       
|Net increase in deposits                                                          |                                                               | $                               | 11,637
|Issuance of common stock                                                          |                                                               |                                 | 39    
|Dividends paid                                                                    |                                                               |                                 | (304  
|                                                                                  |                                                               |                                 |       
|Net cash provided by financing activities                                         |                                                               | $                               | 11,372
|                                                                                  |                                                               |                                 |       
|Net increase in cash and cash equivalents                                         |                                                               | $                               | 21    
|Cash and Cash Equivalents                                                         |                                                               |                                 |       
|                                                                                  | Beginning of year                                             |                                 |       
|                                                                                  |                                                               |                                 |       
|                                                                                  | End of period                                                 |                                 | $     
|                                                                                  |                                                               |                                 |       
|Supplemental disclosure of cash flow information                                  |                                                               |                                 |       
|Cash paid during the year                                                         |                                                               |                                 |       
|Interest                                                                          |                                                               | $                               | 4,491 
|                                                                                  |                                                               |                                 |       
|Income Taxes                                                                      |                                                               | $                               | 325   
|                                                                                  |                                                               |                                 |       
|                                                                                  |                                                               |                                 |       

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BOE Financial Services of Virginia, Inc.Statements of Changes in Stockholders Equity For the Nine Month Periods Ended September 30, 2002 and 2001 (in thousands) (Unaudited)

|                            |                                                                                  | Common Stock |       | Additional  Paid-In Capital |   | Retained Earnings |    | Accumulated Other  Comprehensive Income |        | Comprehensive Income |   | Total |    
|--------------------------- | -------------------------------------------------------------------------------- | ------------ | ----- | --------------------------- | - | ----------------- | -- | --------------------------------------- | ------ | -------------------- | - | ----- | ---
|                            |                                                                                  |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|Balance, December 31, 2000  |                                                                                  | $            | 5,850 |                             | $ | 4,827             |    | $                                       | 6,367  |                      | $ | 171   |    
|                            | Comprehensive Income:                                                            |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|                            | Net income                                                                       |              |       |                             |   |                   |    |                                         |        | 1,406                |   |       |    
|                            | Other comprehensive income, net of tax:                                          |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|                            | Unrealized gain on securities available for sale, net of deferred taxes of $ 350 |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|                            |                                                                                  |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|                            | Other comprehensive income, net of tax:                                          |              |       |                             |   |                   |    |                                         |        |                      |   |       | 680
|                            | Total comprehensive income                                                       |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|                            | Cash dividends, $0.24 per share                                                  |              |       |                             |   |                   |    |                                         |        | (313                 | ) |       |    
|                            |                                                                                  |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|                            | Issuance of common stock under dividend reinvestment plan                        |              |       | 10                          |   |                   | 23 |                                         |        |                      |   |       |    
|                            |                                                                                  |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|Balance, September 30, 2001 |                                                                                  | $            | 5,860 |                             | $ | 4,850             |    | $                                       | 7, 460 |                      | $ | 851   |    
|                            |                                                                                  |              |       |                             |   |                   |    |                                         |        |                      |   |       |    
|                            |                                                                                  |              |       |                             |   |                   |    |                                         |        |                      |   |       |    



|                            |                                                                                  | Common Stock |       | Additional  Paid-In Capital |   | Retained Earnings |    | Accumulated Other Comprehensive Income |       | Comprehensive Income |   | Total |      
|--------------------------- | -------------------------------------------------------------------------------- | ------------ | ----- | --------------------------- | - | ----------------- | -- | -------------------------------------- | ----- | -------------------- | - | ----- | -----
|                            |                                                                                  |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|Balance, December 31, 2001  |                                                                                  | $            | 5,870 |                             | $ | 4,875             |    | $                                      | 7,788 |                      | $ | 514   |      
|                            | Comprehensive Income:                                                            |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            | Net income                                                                       |              |       |                             |   |                   |    |                                        |       | 1,154                |   |       |      
|                            | Other comprehensive income, net of tax:                                          |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            | Unrealized gain on securities available for sale, net of deferred taxes of $ 608 |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            |                                                                                  |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            | Other comprehensive income, net of tax:                                          |              |       |                             |   |                   |    |                                        |       |                      |   |       | 1,181
|                            |                                                                                  |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            | Total comprehensive income                                                       |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            |                                                                                  |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            | Cash dividends, $0.26 per share                                                  |              |       |                             |   |                   |    |                                        |       | (304                 | ) |       |      
|                            | Issuance of common stock under dividend reinvestment plan                        |              |       | 9                           |   |                   | 28 |                                        |       |                      |   |       |      
|                            | Issuance of common stock under Employee Stock Option Plan                        |              |       | 1                           |   |                   | 1  |                                        |       |                      |   |       |      
|                            |                                                                                  |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|Balance, September 30, 2002 |                                                                                  | $            | 5,880 |                             | $ | 4,904             |    | $                                      | 8,638 |                      | $ | 1,695 |      
|                            |                                                                                  |              |       |                             |   |                   |    |                                        |       |                      |   |       |      
|                            |                                                                                  |              |       |                             |   |                   |    |                                        |       |                      |   |       |      

See accompanying notes to consolidated financial statements.

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BOE FINANCIAL SERVICES OF VA., INC.

Notes to Consolidated Financial Statements

1.   The accounting and reporting policies of the registrant conform to accounting
principles generally accepted in the United States of America and to the general practices within the banking industry.  The interim financial statements have not been audited; however, in the opinion of management, all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial statements have been included.  Operating results for the nine month period ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2002.

These financial statements should be read in conjunction with the financial statements and the
footnotes included in the registrants 2001 Annual Report to Shareholders.

2.   Earnings per share are based on the weighted average number of common shares and common stock
equivalents outstanding during the applicable periods.  The number of common shares and common stock equivalents used for the nine month period ended September 30, 2002 and September 30, 2001 were 1,181,087 and 1,170,685, respectively.

3.   Loans are shown on the balance sheets net of unearned discounts and the allowance for loan losses.  Interest is computed by methods which result in level rates of return on
principal.  Loans are charged off when in the opinion of management they are deemed to be uncollectable after taking into consideration such factors as the current financial condition of the customer and the underlying collateral and
guarantees.  Loan fees and origination costs are deferred and the net amount amortized as an adjustment of the related loans yield using the level yield method.  The Bank is amortizing these amounts over the contractual life of the related
loans.

4.   Recent Accounting Pronouncements

In April 2002, the Financial
Accounting Standards Board issued Statement 145, Rescissions of FASB No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.This Statement rescinds FASB Statement No.4,Reporting Gains and Losses from
Extinguishments of Debt, and an amendment of that Statement, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.  This Statement also rescinds FASB Statement No. 44, Accounting for Intangible
Assets of Motor Carriers.This Statement amends FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain
lease modifications that have economic effects that are similar to sale-leaseback transactions.  This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their
applicability under changed conditions.  The provisions of this Statement related to the rescission of Statement 4 shall be applied in fiscal years beginning after May 15, 2002.  The provisions of this Statement related to Statement 13 are
effective for transactions occurring after May 15, 2002, with early applications encouraged.

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In June 2002, the Financial Accounting Standards Board issued
Statements 146, Accounting for Costs Associated with Exit or Disposal Activities.This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force
(EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).  The standard required companies to recognize costs
associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.  The provisions of the Statement are effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged.

The Financial Accounting Standards Board issued Statement No.147, Acquisitions of
Certain Financial Institutions, an Amendment of FASB Statements No. 72 and 144 FASB Interpretation No. 9 in October 2002.  FASB Statement No. 72, Association or s Similar Institutions Is Acquired in a Business Combination Accounted for
by the Purchase Method,provided interpretive guidance on the application of the purchase method to acquisitions of financial institutions.  Except for transactions between two or more mutual enterprises, this Statement removed acquisitions
of financial institution from the scope of both Statement 72 and Interpretation 9 and requires that those transactions be accounted for in accordance with FASB Statements No. 141, Business Combinations,and No. 142, Goodwill and Other
Intangible Assets.Thus, the requirements in paragraph 5 of Statement 72 to recognize (and subsequently amortize) any excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets
acquired as an unidentifiable intangible asset no longer applies to acquisitions with the scope of the Statement.  In addition, this Statement amends FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship assets and credit cardholder intangible assets.  Consequently, those intangible assets are subject
to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that Statement 144 requires for other long-lived assets that are held and used.

Paragraph 5 of this Statement, which related to the application of the purchase method of accounting, is effective for acquisitions for which the date of acquisition
is on or after October 1, 2002.  The provisions in paragraph 6 related to accounting for the impairment of disposal of certain long-term customer-relationship intangible assets are effective on October 1, 2002.  Transition provisions for
previously recognized unidentifiable intangible assets in paragraph 8-14 are effective on October 1, 2002, with earlier application permitted.

This Statement clarifies that a branch acquisition that meets the definition of business should be accounted for as a business combination, otherwise the transaction
should be accounted for as an acquisition of net assets that does not result in the recognition of goodwill.

The transition provisions
state that if the transation that gave rise to the unidentifiable intangible asset was a business combination, the carrying amount of that asset shall be reclassified to goodwill as of the later of the date of acquisition or the date Statement 142
was first applied (fiscal years beginning after December 15, 2001).  Any previously issued interim statements that reflect amortization of the unidentifiable intangible asset subsequent to the Statement 142 application date shall be restated to
remove that amortization expense.  The carrying amount of any recognized intangible assets that meets the recognition criteria of

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Statement 141 that have been included in the amount reported as an unidentifiable intangible asset and for which separate
accounting records have been maintained shall be reclassified and accounted for as assets apart from the unidentifiable intangible asset and shall not be reclassified to goodwill.

The Company
is currently in the process of evaluating the impact, if any, arising from the adoption of Statement 147.

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Item 2.      
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

Any statements in this document
that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Words such as expect, believe, intend, estimate,
project, may and similar expressions are intended to identify forward-looking statements.  These forward-looking statements are predicated on managements beliefs and assumptions based on information known to BOE
Financial Services of Virginia, Inc.s (the Companys) management as of the date of this document and do not purport to speak as of any other date.  Forward-looking statements may include descriptions of plans and
objectives of the Companys management for future or past operations, products or services, and forecasts of the Companys revenue, earnings or other measures of economic performance, including statements of profitability, business
segments and subsidiaries, and estimates of credit quality trends.  Such statements reflect the view of the Companys management as of this date with respect to future events and are not guarantees of future performance; involve
assumptions and are subject to substantial risks and uncertainties, such as the changes in the Companys plans, objectives, expectations and intentions.  Should one or more of these risks materialize or should underlying beliefs or
assumptions prove incorrect, the Companys actual results could differ materially from those discussed.  Factors that could cause or contribute to such differences are changes in interest rates, changes in the accounting treatment of any
particular item, the results of regulatory examinations, changes in industries where the Company has a concentration of loans, changes in the level of fee income, changes in general economic conditions and related credit and market conditions, and
the impact of regulatory responses to any of the foregoing.

Forward-looking statements speak only as of the date they are made.  The Company does not undertake to update forward-looking
statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.  For any forward-looking statements made in this document, the Company claims the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

CRITICAL ACCOUNTING POLICIES

General          The Companys financial statements are prepared in accordance with accounting principles generally accepted in the United States of America
(GAAP).  The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred.  A variety of
factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability.  We use historical loss factors as one factor in determining the inherent loss that may
be present in our loan portfolio.  Actual losses could differ significantly from the historical factors that we use.  In addition, GAAP itself may change from one previously acceptable method to another method.  Although the economics
of our transactions would be the same, the timing of events that would impact our transactions could change.

Allowance for Loan
Losses          The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio.  The allowance is based on two basic principles of

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accounting: (i) SFAS No. 5, Accounting for Contingencies,which requires that losses be accrued when they are probable of
occurring and estimatable and (ii) SFAS No. 114, Accounting by Creditors for Impairment of a Loan,which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or
values that are observable in the secondary market and the loan balance.  The use of these values is inherently subjective and our actual losses could be greater or less than the estimates.

The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries).  Managements periodic evaluation of the
adequacy of the allowance is based on past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrowers ability to repay, the estimated value of any underlying collateral, and current
economic conditions.

Overview          The following discussion is intended to assist readers in understanding and evaluating the
financial condition and results of operations of BOE Financial Services of Virginia, Inc. (BOE or the Company or the Bank).  This sectionshould be read in
conjunction with BOEs consolidated financial statements and accompanying notes included elsewhere in this report.

On September 30,
2002 BOE had total assets of $231.3 million, an increase of $14.1 million or 6.5% from $217.2 million at December 31, 2001.  Total assets at September 30, 2001 were $203.5 million.  The September 30, 2002 total assets figure represents an
increase of 13.6% or $27.8 million over one year ago.

Total loans amounted to $162.1 million on September 30, 2002, an increase of $8.1
million, or 5.3% over the December 31, 2001 total loans of $154.0 million. This September 30, 2002 figure represents an increase of $14.4 million or 9.7% over total loans of $147.7 million on September 30, 2001.

The Companys securities portfolio increased $5.3 million, or 13.9% from $38.3 million at December 31, 2001 to $43.6 million at September 30, 2002. Total
securities were $35.8 million on September 30, 2001.  Federal funds sold were $8.1 million on September 30, 2002, at December 31, 2001 BOE had federal funds sold of $7.6 million.  The Bank had federal funds sold of $2.9 million as of
September 30, 2001.

The Company is required to account for the effect of market changes in the value of securities
available-for-sale (AFS) under (SFAS No. 115). The impact of the change in market value of AFS securities, net of deferred income taxes, is reflected in the Statement of Changes in Stockholders Equity under Accumulated Other Comprehensive
Income.  On September 30, 2002 $1.695 million represented the Companys net unrealized gain on AFS securities compared to $514,000 at December 31, 2001 and a net unrealized gain of $851,000 at September 30, 2001.  These totals are
reported on the Balance Sheet under Stockholders Equity on the Accumulated Other Comprehensive Income line. Additionally, on January 1, 2001 the Company reclassified, at fair-value $3,175,885 of held-to-maturity securities into the
available-for-sale category under this pronouncement as permitted under SFAS 133.

Total deposits at September 30, 2002 were $200.1
million.  This $11.6 million increase is 6.2% greater than total deposits of $188.5 million at December 31, 2001 and $28.6 million, or 16.6% greater than total deposits of $171.6 million at September 30, 2001.

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Stockholders equity at September 30, 2002 was $21.1 million and
represented 9.1% of total assets.  Stockholders equity was $19.0 million, or 8.8% of total assets at December 31, 2001 and $19.0 million, or 9.3% of total assets at September 30, 2001.

Results of OperationsNet Income           Net income was $119,000 for the third quarter of 2002, or $0.10 per common share.  This compares to net income of
$517,000, or $0.44 per common share in the third quarter of 2001.

The decrease in quarterly income of 77.0% was a reflection of provision
for loan losses in the quarter of $848,000, compared to $50,000 in provision during the same period in 2001.  The increase in provision was booked during the quarter in recognition of a slower economy, and deterioration in certain loans,
$689,000 of which were charged-off during the quarter.  Collection efforts continue on these loans.  Also contributing to the decrease in net income for the third quarter of 2002 compared to the same period in 2001 was an 11.4%, or
$146,000 increase in noninterest expenses.

Positively affecting net income was net interest income of $2.0 million for the third quarter of
2002 an increase of 11.2%, or $200,000, over net interest income of $1.8 million for the third quarter of 2001. Also positively affecting net income were a $99,000, or 39.8% increase in noninterest income, from $249,000 in the third quarter of 2001
to $348,000 in the third quarter of 2002.  Also, income taxes for the third quarter of 2002 posted a credit of $67,000, due to the results of higher than anticipated provision which reduced net income, compared to $180,000 in income tax expense
for the third quarter of 2001.

For the nine month comparison period ended September 30, 2002 the Company had net income of $1.2 million
compared to $1.4 million for the same nine month period ended September 30, 2001.  This represents a decrease of $251,000, or 17.9%.  This translates into earnings per share of $0.98 for the nine month period ending September 30, 2002
compared to $1.20 for the same period in 2001.  The weighted average number of common shares outstanding, with dilution, was 1,181,613 for the 2002 comparison period and 1,170,685 for 2001.

The decrease in earnings for the first nine months of 2002 was attributable to an increase of 459.0%, or $918,000, in provision for loan losses.  Provision for
loan losses was $1.1 million for the first nine months of 2002 compared to $200,000 for the same period in 2001.  Provision was increased by this amount as a result of higher charged-off loans and a slower economy.  Also decreasing net
income for the nine month period was an increase of 8.9%, or $358,000 in noninterest expenses which were $4.4 million for the first nine months of 2002 compared to $4.0 million for the same period in 2001.

Net Interest Income           The Companys results of operations are significantly affected by its ability to manage effectively the interest rate sensitivity and
maturity of its interest- earning assets and interest-bearing liabilities.  At September 30, 2002 the Companys interest-earning assets exceeded its interest-bearing liabilities by approximately $28.8 million, compared with a $23.1
million excess one year ago. Net interest margins were 3.85% through September 30, 2002 compared to 3.76% through September 30, 2001 as determined through the Banks internal margin calculation.

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Annualized net interest income on a tax-equivalent basis through nine
months of 2002 increased by 11.8% to $8.5 million from $7.6 million for the same period a year ago.  Through the first nine months of 2002 the Companys yield on earning assets was 6.70%, down from 7.98% a year ago, while its cost of
average interest bearing liabilities decreased from 4.78% to 3.21% during the same period.  The Bank has outstanding a two-year line of credit from the Federal Home Loan Bank of Atlanta for $8,000,000.  $4,000,000 of this amount matures
November 2, 2002 and the remainder on November 2, 2003.  The average cost of this borrowing is 2.75%.  The Companys average loan-to-deposit ratio has decreased from 86.1% for the nine month period ended September 30, 2001 to 82.7%
for the same period ended September 30, 2002.

Provision for Loan Losses           The Companys provision for loan losses increased to
$848,000 for the third quarter of 2002 compared to $50,000 in the third quarter of 2001 due to a substantially higher level of charged-off loans, growth in the loan portfolio, known and inherent risks in the portfolio, and economic conditions. 
For the nine month period ended September 30, 2002 the Company had expensed $1.1 million to its provision compared to $200,000 for the same period in 2001. Net charged-off loans were $1.1 million in the first nine months of 2002 and $67,000 in the
first nine months of 2001.  The allowance for loan losses as a percentage of total loans was 1.34%, 1.35%, and 1.32%, respectively as of September 30, 2002, December 31, 2001 and September 30, 2001.

Noninterest Income           Noninterest income, including gains/(losses) on securities was $348,000 for the third quarter of 2002 compared to $249,000 in the same period
of 2001.  This represents an increase of 39.8%, or $99,000.  Service charges on deposit accounts represents the largest component of this increase and was $183,000 for the third quarter of 2002 compared to $118,000 for the same period in
2001, an increase of $65,000, or 55.1%.  All other noninterest income was $135,000 for the third quarter of 2002 compared to $115,000 for the same period in 2001.  This represents an increase of $20,000, or 17.4%.  Other fee income
increased 150.0%, from $10,000 in the third quarter of 2001 to $25,000 in the third quarter of 2002.  This was due to an increased volume of refinancing and lending activity for the 2002 period compared to 2001.

On a year-to-date basis noninterest income increased 20.3%, or $160,000, from $789,000 for the first nine months of 2001 to $949,000 for the same period in 2002.
Service charges on deposit accounts increased $79,000 during the third quarter of 2002 compared to 2001, increasing from $467,000 to $546,000, or 16.9%.  Other fee income increased 79.4%, or $54,000, from $68,000 through nine months of 2001 to
$122,000 for the same period in 2002.  All other fee & noninterest income increased 15.6%, or $38,000, from $243,000 through nine months of 2001 to $281,000 through nine months in 2002.  Securities (losses) through nine months were
$1,000 in 2002 and $0 for 2001.  Gains on sale of loans decreased $10,000 and were $1,000 for the first three quarters of 2002 compared to $11,000 for the first three quarters of 2001.

Noninterest Expenses           Noninterest expenses were $1.4 million for the third quarter of 2002, compared to $1.3 million for the same period in 2001.  Salaries
and employee benefits accounted for 82.9% of this increase and were $775,000 for the quarter, or $121,000 greater than salaries and employee benefits of $654,000 for the same period in 2001.  Other expenses increased $25,000, or 6.3% and were
$420,000 for the third quarter of 2001 compared to $395,000 for the same period in 2001.

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Noninterest expenses increased $358,000, or 8.9%, to $4.4 million in
the first nine months of 2002 from $4.0 million during the same period in 2001. Salaries and employee benefits comprised the largest component of this increase, $311,000, or 15.6%, from $2.0 million in the first three quarters of 2001 to $2.3
million during the same period in 2002.  Other expenses increased $35,000, or 2.7% through the first nine months of 2001 compared to the same time frame in 2002.  Premises and fixed assets expense was $638,000 through the first three
quarters of 2001 compared to $650,000 for the first three quarters of 2002.  This is a $12,000, or 1.9% increase.

Income Taxes
          Income tax expense for the third quarter of 2002 was a $67,000 credit.  This compares to income tax expense of $180,000 for the third quarter of 2001.  This credit in quarterly
income tax expense in 2002 was the result of higher than normal provision for loan losses during the quarter that is explained above in the section titled Provision for Loan Losses.

Income tax expense decreased 52.8%, or $238,000, from $451,000 through three quarters of 2001 to $213,000 through the same comparison period in 2002.  This is a
result of lower income before income taxes through the nine month comparison period between 2001 and 2002.

Asset Quality           The
Companys allowance for credit losses totaled $2.2 million on September 30, 2002 or 1.34% of total loans, as compared to 1.35% at December 31, 2001 and 1.32% on September 30, 2001.  On September 30, 2002 the Company had non-accruing loans
of $421,000 compared to $851,000 on September 30, 2001.  Loans past due 90 days or more and still accruing interest totaled $1.2 million on September 30, 2002 compared to $972,000 on September 30, 2001.

Capital Requirements           The determination of capital adequacy depends upon a number of factors, such as asset quality, liquidity, earnings, growth trends and
economic conditions.  The Bank seeks to maintain a strong capital base to support its growth and expansion plans, provide stability to current operations and promote public confidence in the Bank.

The federal banking regulators have defined three tests for assessing the capital strength and adequacy of banks, based on two definitions of capital. Tier 1
Capital is defined as a combination of common and qualifying preferred stockholders equity less goodwill.  Tier 2 Capital is defined as qualifying subordinated debt and a portion of the allowance for loan losses. 
Total Capital is defined as Tier 1 Capital plus Tier 2 Capital.

Three risk-based capital ratios are computed using the above
capital definitions, total assets and risk-weighted assets and are measured against regulatory minimums to ascertain adequacy.  All assets and off-balance sheet risk items are grouped into categories according to degree of risk and assigned a
risk-weighting and the resulting total is risk-weighted assets.  Tier 1 Risk-based Capital is Tier 1 Capital divided by risk-weighted assets.  Total Risk-based Capital is Total Capital divided by risk-weighted
assets. The Leverage ratio is Tier 1 Capital divided by total average assets.

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At September 30, 2002 the Banks ratio of total capital to
risk-weighted assets was 11.45% and its ratio of Tier 1 Capital to risk-weighted assets was 10.24%. The Banks leverage ratio (Tier I capital to average adjusted total assets)was 8.22%.  These ratios exceed regulatory minimums.

Item 3.    
Controls and Procedures

Within the 90 days prior to the date of this report, the Company has carried out an
evaluation, under the supervision and with the participation of the companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Companys periodic SEC filings.  There have been no significant changes in the Companys internal controls or in other factors that could significantly affect internal
controls subsequent to the date the Company carried out its evaluation.

PART II -
OTHER INFORMATION

Item 1.   
Legal Proceedings   None

Item 2.  
Changes in Securities   None

Item 3.  
Defaults Upon Senior Securities   None

Item 4.    
Submission of Matters to a Vote of Security Holders   None

Item 5.  -
Other Information   None

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Item 6.  
Exhibits and Reports on Form 8-K

(a)      Exhibit Listing

| | Exhibit Number |  | Description                                                                                                                                                 
| | -------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                |  |                                                                                                                                                             
| | 99.1           |  | BOE Financial Services Dividend Reinvestment Plan (Incorporated by reference to the Registrants Registration Statement on Form S-3D filed November 8, 2000)
| |                |  |                                                                                                                                                             
| | 99.2           |  | Certification of Chief Executive Officer and Chief Financial Officer.                                                                                       
| |                |  |                                                                                                                                                             

(b)     No reports on Form 8-K were filed.

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Signatures

In accordance with to the requirements of the Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | BOE FINANCIAL SERVICES OF VIRGINIA, INC.
                                    (Registrant)
| | -----------------------------------------------------------------------------------------
|
| |                                                                                          
| | 11/14/02                                                                                 
| |                                                                                          
| | (Date)                                                                                   
| |                                                                                          
| |                                                                                          
| |                                                                                          
| |                                                                                          
| |                                                                                          
| | 11/14/02                                                                                 
| |                                                                                          
| | (Date)                                                                                   
| |                                                                                          

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