<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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 March 31, 2001


[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                   THE EXCHANGE ACT OF 1934
    For the transition period from          to
                         Commission File No.


                    BOE FINANCIAL SERVICES OF VIRGINIA, INC.

       (Exact name of small business issuer as specified in its charter)

         Virginia                               54-1980794
(State or other jurisdiction of               (IRS Employer
incorporation or organization)              Identification No.)


 323 Prince St., Tappahannock, VA                  22560
(Address of principal executive offices)         (Zip Code)

                                 (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 ( )

State the number of shares outstanding of each of
the issuer's classes of common equity as of May 9, 2001.

     Class                Outstanding at May 9, 2001

     Common Stock, $5.00 par value          1,169,969

Transitional Small Business Disclosure Format
(Check one):
Yes      No x
<PAGE>

                    BOE Financial Services of Virginia, Inc.

                                   FORM 10-QSB

                                      INDEX


          PART I - FINANCIAL INFORMATION

                                                             Page

Item 1.  Financial Statements.............................   1-5

 Consolidated Balance Sheets
 March 31, 2001 and December 31, 2000.....................   1-2

 Consolidated Statements of Earnings
 Three months ended March 31, 2001 and 2000...............     3

 Consolidated Statement of Cash Flows
 Three months ended March 31, 2001 and 2000...............     4

 Consolidated Statement of Changes in
 Stockholders' Equity
 Three months ended March 31, 2001 and 2000...............     5

 Notes to Consolidated Financial Statements...............   6-7

Item 2.  Management's Discussion and Analysis of
 Financial Condition and Results of Operations............  8-11

         PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security
     Holders .............................................    11

Item 6.
 Signatures...............................................    12
<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1. - Financial Statements
BOE FINANCIAL SERVICES OF VA., INC.                      March 31,  December 31,
Consolidated Balance Sheets                                 2001       2000
(in Thousands)
   ASSETS                                                      (Unaudited)
Cash and due from banks............................       $  3,519    $ 4,354
Federal funds sold.................................          5,524      2,413
Securities held to maturity
---------------------------
U.S. Government agencies (fair value of
 $0-2001 and $1,154-2000)..........................              0      1,140
Obligations of state and political
 subdivisions  (fair value of
 $0-2001 and $1,822-2000)..........................              0      1,781
Other Securities  (fair value of
 $0-2001 and $200-2000)............................              0        200
Securities available for sale
-----------------------------
 U.S. Government agencies (book value of
 $8,366-2001 and $10,168-2000).....................          8,443     10,164
 Obligations of state and political
 subdivisions (book value of
 $18,287-2001 and $16,398-2000)....................         18,742     16,452
 Other Securities (book value of
 $5,127-2001 and $6,370-2000)......................          5,438      6,579

Loans held for resale..............................            130        224

Loans..............................................        144,760    141,311
Less: Reserve for loan loss........................         (1,878)    (1,819)
                                                          -------------------
  Net loans........................................        142,882    139,492

Bank premises and equipment, net...................          6,913      6,971
Other real estate owned............................              0          0
Investment in unconsolidated subsidiaries..........            121        121
Accrued interest receivable........................          1,510      1,366
Intangible assets, net.............................          1,248      1,279
Other assets.......................................          2,515      1,397
 Total assets......................................       $196,985   $193,933
                                                          ===================



See accompanying notes to consolidated financial statements.



Page: 1
<PAGE>

BOE FINANCIAL SERVICES OF VA., INC.           March 31,     December 31,
Consolidated Balance Sheets                     2001           2000

LIABILITIES AND SHAREHOLDERS' EQUITY                (Unaudited)

Deposits
  Noninterest bearing deposits............   $  16,479       $ 17,510
  Savings and interest bearing deposits         43,205         43,770
  Certificates of deposit.................     107,012        103,068
                                             ------------------------
     Total deposits.......................     166,696        164,348

Federal funds purchased...................           0              0
Federal Home Loan Bank advances...........      11,000         11,000
Accrued interest payable..................         829            899
Other liabilities.........................         434            471
                                             ------------------------
     Total other liabilities..............      12,263         12,370

     Total liabilities....................     178,959        176,718

Commitments
Shareholders' equity
Common stock, $5.00 par value.............       5,850          5,850

             3/31/01    12/31/00
             -------    --------
Shares auth.10,000,000 10,000,000
Shares o/s.. 1,169,969  1,169,969
Paid in capital...........................       4,827          4,827
Accumulated other comprehensive
   income.................................         555            171
Retained earnings.........................       6,794          6,367
                                             ------------------------
     Total shareholders' equity...........      18,026         17,215
                                             ------------------------
     Total liabilities and shareholders'
     equity...............................   $ 196,985       $193,933
                                             ========================



See accompanying notes to consolidated financial statements.



Page: 2
<PAGE>

BOE FINANCIAL SERVICES OF VA., INC.             Three Months Ended
Consolidated Statements of Earnings                   March 31,
                                               2001             2000

  Interest Income                                            (Unaudited)
Interest and fees on loans................  $3,246              $2,804
Interest on federal funds sold............      30                  16
Interest on U.S. Treasury securities and
 U.S. Agency Obligations..................     164                 120
Interest on obligations of state and
 political subdivisions...................     236                 196
Interest on other securities..............     100                  26
Other interest income.....................       3                   0
                                            --------------------------
  Total interest income                     $3,779              $3,162

  Interest Expense
Interest on savings and interest bearing
 deposits.................................     279                 283
Interest on certificates of deposit.......   1,568               1,078
Interest on federal funds purchased.......       7                  10
Interest Federal Home Loan Bank advances..     159                 140
                                            --------------------------
  Total interest expense                     2,013               1,511
                                            --------------------------
Net interest income.......................   1,766               1,651
Provision for loan losses.................      60                  90
                                            --------------------------
Net interest income after provision for
 loan losses..............................   1,706               1,561
                                            --------------------------
  Noninterest Income
Service charges on deposit accounts.......     163                 116
Securities gains (losses) -net............       3                  (5)
Other fee income..........................      29                 121
All other noninterest income..............      49                   9
                                            --------------------------
  Total noninterest income                     244                 241
                                            --------------------------
  Noninterest Expense
Salaries and employee benefits............     684                 630
Premises and fixed assets.................     224                 196
Other expenses............................     483                 454
                                            --------------------------
  Total noninterest expense...............   1,391               1,280
                                            --------------------------
Income before income taxes................     559                 522
Income taxes..............................     132                 131
                                            --------------------------
  Net income..............................  $  427              $  391
                                            ==========================
Earnings per share, basic and diluted.....  $ 0.37              $ 0.33


See accompanying notes to consolidated financial statements.
Page: 3
<PAGE>

BOE FINANCIAL SERVICES OF VA., Inc.                     Three Months Ended
Consolidated Statements of Cash Flows                        March 31,
                                                          2001      2000
                                                            (Unaudited)
Cash Flows from Operating Activities
Net income........................................      $   427  $   391
Adjustments to reconcile net income to net cash
provided by operating activities:
 Depreciation and amortization....................          127      128
 Provision for credit losses......................           60       90
 Net amortization premium on securities...........          (11)      16
 Net (gain)on sale of securities..................           (3)      (5)
 Increase (decrease)in accrued interest
   receivable and other assets....................           84      (81)
 Increase in accrued expenses and other
     liabilities..................................         (307)     143
                                                         ---------------

  Net cash provided by operating
  activities......................................      $   377  $   682
                                                         ---------------

Cash Flows from Investing Activities
Proceeds from sale of securities
    available-for-sale............................      $   104  $   340
Proceeds from maturities and calls of
    securities held-to-maturity...................          217      235
Proceeds from maturities and calls of
    securities available-for-sale.................        3,658       99
Purchase of securities held-to-maturity...........            -     (533)
Purchase of securities available for sale.........       (1,033)  (1,072)
Net increase in loans to customers................       (3,357)  (7,190)
(Increase) in federal funds sold..................       (3,111)  (1,774)
Capital expenditures..............................          (38)     (26)
Proceeds from sale of other real estate...........            -       72
                                                         ---------------

  Net cash (used in)investing activities..........      $(3,560) $(9,849)
                                                         ---------------

Cash Flows from Financing Activities
Net increase in deposits..........................      $ 2,348  $ 3,231
Proceeds from borrowings..........................            -    4,000
(Decrease) in federal funds purchased.............            -     (901)
                                                         ------ --------
Net cash provided by financing
  activities......................................      $ 2,348  $ 6,330
                                                         ---------------
Net (decrease) in cash and
  cash equivalents................................      $  (835) $(2,837)
Cash and Cash Equivalents
  Beginning of year                                       4,354    6,133
                                                         ---------------
  End of year                                           $ 3,519  $ 3,296
                                                         ---------------

Supplemental disclosure of cash flow information
Cash paid during the year
Interest..........................................      $ 2,083  $ 1,492
                                                         ---------------
Income Taxes......................................      $     -  $     -
                                                         ---------------

Page: 4
<PAGE>

                       BOE FINANCIAL SERVICES OF VA., INC.
                  Statement of Changes in Stockholders' Equity
            For the Three Month Periods Ended March 31, 2001 and 2000
                                 (in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                             Accumulated
                                          Compre-              Other               Additional
                                          hensive  Retained Comprehensive Common   Paid-In
                                  Total   Income   Earnings   Income       Stock   Capital
                                  -----   ------   -------- ------------- ------   ----------
<S> <C>
Balance, December 31,
  1999                           $15,383     --     $5,073     $(349)     $5,839   $4,820
Comprehensive income
 Net income                          391    391        391
 Other comprehensive income,
  net of tax
   Unrealized gain on
    securities available-for-
     sale                            (56)   (56)
   Reclassification
     adjustment                        3      3                                -        -
                                 -------   ----
Other comprehensive income,
          Net of tax                 (59)   (59)                 (59)
 Total comprehensive income               $ 332
                                          =====
Balance, March 31, 2000          $15,715            $5,464     $(408)     $5,839   $4,820
                                 =======            ======     =====      ======   ======

Balance, December 31, 2000       $17,215      -      6,367     $ 171      $5,850   $4,827
Comprehensive income
 Net income                          427    427        427
 Other comprehensive income,
  net of tax
   Unrealized (loss) on
    securities available-for-
     sale, net                       386    386
   Less reclassification
   adjustment                         (2)    (2)                               -        -
Other comprehensive income,
          Net of tax                        384                  384
 Total comprehensive income               $ 812
                                          =====
Balance, March 31, 2001          $18,026            $6,794      $555      $5,850   $4,827
                                 ========           ======================================

</TABLE>


Page:  5
<PAGE>

BOE FINANCIAL SERVICES OF VA., INC.
Notes to Consolidated Financial Statements



1.  The accounting and reporting policies of the
registrant conform to generally accepted accounting
principles 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.

    These financial statements should be read in
conjunction with the financial statements and the
footnotes included in the registrant's 2000 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 year.  The number of
common shares and common stock equivalents used for
March 31, 2001 and December 31, 2000 were 1,169,969 and
1,169,969, 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.  In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities."  This
statement requires companies to record derivatives on the
balance sheet as assets and liabilities, measured at fair value.
Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the
derivative and whether they qualify for hedge accounting.  This

Page:  6
<PAGE>

BOE FINANCIAL SERVICES OF VA., INC.
Notes to Consolidated Financial Statements



statement is not expected to have a material impact on the Company's
financial statements.  The standard also allows securities
classified as held-to-maturity to be transferred to the available-
for-sale category at the date of initial application of this
standard.  This statement is effective for fiscal quarters of
years beginning after June 15, 2000, with earlier adoption
encouraged.  On January 1, 2001 the Company reclassified $2,902,000
in held-to-maturity securities to the available-for-sale category.


Page:  7
<PAGE>

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

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 section
should be read in conjunction with BOE's consolidated financial
statements and accompanying notes included elsewhere in this report.

Overview
--------
     On March 31, 2001 BOE had total assets of $197.0
million, an increase of $3.1 million or 1.6% from $193.9
million December 31, 2000.  Total assets March 31, 2000
were $174.1 million.  The March 31, 2001 total assets figure
represents an increase of 13.1% or $22.9 million over one year ago.

     Total loans amounted to $144.8 million on March 31,
2001, an increase of $3.4 million, or 2.4% over the December 31,
2000 total loans of $141.3 million. This March 31, 2001 figure
represents an increase of $11.5 million or 8.6% over total loans
of $133.2 million on March 31, 2000.

     The Company's securities portfolio decreased $3.7 million,
or 10.2% from $36.3 million December 31, 2000 to $32.6 million
March 31, 2001. Total securities were $26.1 million on March 31,
2000.  Federal funds sold were $5.5 million on March 31, 2001,
at December 31, 2000 BOE had sold $2.4 million of federal funds.
The Bank had federal funds sold of $1.8 million as of March 31, 2000.

     The Company is required to account for the effect of market
changes in the value of securities available-for-sale (AFS) under
Financial Accounting Standards Board Pronouncement #115 (FASB 115).
The market value of the March 31, 2001 securities available-for
-sale portfolio was $32.6 million compared to $33.2 million at December
31, 2000 and $22.1 million at March 31, 2000. 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 March 31, 2001 $555,000
represented the Company's net unrealized gain on AFS securities compared to
$171,000 at December 31, 2000 and a net unrealized loss of $408,000 at
March 31, 2000.  These totals are also reported on the Balance Sheet under
Stockholder's Equity on the Accumulated other comprehensive income line.
Additionally, on January 1, 2001 the Company reclassified $2,092,000 in held-to-
maturity securities to the available-for-sale category.

     Total deposits at March 31, 2001 were $166.7 million.  This $2.3
million increase is 1.4% greater than total deposits of $164.3 million
at December 31, 2000 and $20.6 million, or 14.1% greater than total
deposits of $146.1 million at March 31, 2000.

     Stockholder's equity at March 31, 2001 was $18.0 million and
represented 9.2% of total assets.  Stockholder's equity was $17.2 million,
or 8.9% of total assets at December 31, 2000 and $15.7 million, or 9.0% of
total assets at March 31, 2000.

Page:  8
<PAGE>

Results of Operations
----------------------
Net Income
  Net income was $427,000 for the first quarter of 2001, or
$0.37 per common share.  This compares to net income of $391,000, or
$0.33 per common share in the first quarter of 2000.  The
increase in earnings through one quarter of 2001 over 2000 was
$36,000, or 9.2%.  The number of average common shares outstanding
for the first quarter of 2001 was 1,169,969 and for the first
quarter of 2000 was 1,167,790.

     The increase in earnings was primarily attributable to a 37.1%, or $10.3
million volume increase in securities and federal funds sold from $27.8 million
at March 31, 2000 to $38.1 million at March 31, 2001.  Additionally, net loan
volume increased 8.6%, or $11.3 million, from $131.6 million at March 31, 2000
to $142.9 million March 31, 2001.  These factors resulted in a 7.0%, or $115,000
increase in net interest income from $1.651 million in the first quarter of 2000
to $1.766 million in the first quarter of 2001.   Also increasing net income was
a decrease in provision for loan losses from $90,000 in the first quarter of
2000 to $60,000 in the first quarter of 2001.  Noninterest income increased
$3,000 from $241,000 in the first quarter of 2000 to $244,000 in the first
quarter of 2001.

     These increases in net income were offset by a $111,000, or 8.7% increase
in noninterest expenses from $1.3 million in the first quarter of 2000 to $1.4
million in the first quarter of 2001.  Income tax expense increased $1,000 in
the first quarter of 2001,or 0.8%, to $132,000, up from $131,000 in the first
quarter of 2000.  Also increasing was total interest expense, a component of net
interest income, described in the preceding paragraph.  Total interest expense
increased $502,000, or 33.2%, from $1.5 million in the first quarter of 2000 to
$2.0 million in the first quarter of 2001.

Net Interest Income
  The Bank's results of operations are significantly affected by it's
ability to manage effectively the interest rate sensitivity and maturity
of its interest-earning assets and interest-bearing liabilities.  At
March 31, 2001 the Company's interest-earning assets exceeded it's
interest-bearing liabilities by approximately $19.9 million, compared with
a $20.3 million excess one year ago. Net interest margins were 3.85%
through March 31, 2001 compared to 4.26% through March 31, 2000.

     Annualized net interest income on a tax-equivalent basis through
three months of 2001 increased by 7.6% to $7.1 million from $6.6 million
for the same period a year ago.  Through the first three months of 2001
the Company's yield on earning assets was 8.25%, up from 8.10% a year ago,
while its cost of average interest bearing liabilities increased from 4.38%
to 5.51% during the same period.  In February, 2001 the Bank obtained a nine
month funding advance from the Federal Home Loan Bank of Atlanta for
$11,000,000. The Company's loan-to-deposit ratio has decreased from 91.2% on
March 31, 2000 to 86.8% on March 31, 2001.

Provision for Credit Losses
     The Bank's provision for credit losses for the first quarter of 2001 was
$60,000 compared to $90,000 in the first quarter of 2000. Net charged-off loans
were $1,000 in the first quarter of 2001 and $17,000 in the first quarter of
2000.



Page:  9
<PAGE>

The decrease in provision in the first quarter of 2001 was due to recognition
of lower non-performing assets during the quarter.  The allowance for loan
losses as a percentage of total loans was 1.30%, 1.29%, and 1.26%, respectively
as of March 31, 2001, December 31, 2000 and March 31, 2000.

Noninterest Income
     Noninterest income, including gains/(losses) on securities was $244,000 in
first quarter of 2001 compared to $241,000 in the same period of 2000. This
represents an increase of 1.2%, or $3,000. Service charges on deposit accounts
were $163,000 in the first quarter of 2001, a 40.5% increase over $116,000 in
the first quarter of 2000. A larger deposit base of 14.1% for the comparison
period and increased management focus in this area represent this improvement.
Other fee income decreased 76.0%, from $121,000 in the first quarter of 2000 to
$29,000 in the first quarter of 2001. Most of this $110,000 decrease was due to
non-recurring accounting entries related to the Company's non-qualified benefit
plans entered in 2000. In the first quarter of 2001 the Company realized gains
on available-for-sale securities of $3,000 and in the first quarter of 2000
losses of $5,000 were realized on sales from the securities portfolio.

Noninterest Expenses
     Noninterest expenses increased $111,000, or 8.7%, from $1.3 million
in the first quarter of 2000 to $1.4 million in the first quarter of 2001.
Conversion costs related to new data processing software was $99,000 in the
first quarter of 2001. Salaries and employee benefits comprised the largest
component of this increase, $54,000, from $630,000 in the first quarter of 2000
to $684,000 in the first quarter of 2001.

Income Taxes
     Income tax expense through March 31, 2001 was $132,000.  This represents
a $1,000, or 0.8% increase over $131,000 in income tax expense for the same
period in 2000.


Asset Quality
     The Company's allowance for credit losses totaled $1.878 million on March
31, 2001 or 1.30% of total loans, as compared to 1.29% at December 31, 2000
and 1.26% on March 31, 2000.  On March 31, 2001 the Company had non-performing
assets of $956,000 compared to $1.284 million on March 31, 2000.  Loans past
due and still accruing interest totaled $463,000 on March 31, 2001 compared to
$443,000 on March 31, 2000.

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


Page:  10
<PAGE>

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.

     At March 31, 2001 the Bank's ratio of total capital
to risk-weighted assets was 11.44% and its ratio of Tier 1
Capital to risk-weighted assets was 10.23%. The Bank's leverage
ratio (Tier I capital to average adjusted total assets)was 8.38%.
These ratios exceed regulatory minimums.


                           PART II - OTHER INFORMATION

Item 4. -Submission of Matters to a Vote of Security Holders
BOE Financial Services of Virginia, Inc. Annual Meeting was
held on May 11, 2001.

(a)  Robert H. Ball, George B. Elliott and  George M. Longest, Jr.,
all of the directors nominated for election, were elected to the
Board of Directors of the Company to serve until the Annual Meeting
held in 2004 and until their successors are duly elected.

For           984,263
Against             0
Abstained       4,886

(b) The appointment of Yount, Hyde & Barbour, P.C.
as independent auditors of the Bank for 2001 was
ratified by the shareholders of the Bank.


For           989,009
Against           100
Abstained          40



Page: 11
<PAGE>

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)



    5/11/01
    --------             By: /s/ George M. Longest, Jr.
    (Date)                   --------------------------
                                   (Signature)
                             George M. Longest, Jr.
                             President and Chief Executive Officer



    5/11/01
    --------             By: /s/ Bruce E. Thomas
    (Date)                   -------------------
                                (Signature)
                             Bruce E. Thomas
                             Secretary, Vice President & Chief Financial Officer



Page:  12