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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 1)



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------

For the transition period from              to

Commission File No. 000-31711



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BOE FINANCIAL SERVICES OF VIRGINIA, INC.

(Exact name of registrant as specified in its charter)



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



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

(804) 443-4343

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (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 ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer x

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x

State the number of shares
outstanding of each of the issuers classes of common equity as of May 9, 2006.



|                              |  |                           
|----------------------------- |  | --------------------------
|Class                         |  | Outstanding at May 9, 2006
|Common Stock, $5.00 par value |  | 1,199,638                 



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EXPLANATORY NOTE

The Registrant is filing the Amendment No. 1 on Form 10-Q/A in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, solely for the purpose of: 1.) amending the cover page disclosure to indicate that the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months and has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈and 2.) to amend the Earnings Simulation Analysis data under Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK to reflect data modeling market risk to
net interest income and net economic value as of March 31, 2006 for the Registrants Form 10-Q filed on May 15, 2006 for the quarter ended March 31, 2006.



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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse
changes in the fair value of financial instruments due to changes in interest rates, exchange rates and equity prices. The Companys market risk is composed primarily of interest rate risk. The Companys Asset and Liability Management
Committee (ALCO) is responsible for reviewing the interest rate sensitivity position and establishing policies to monitor and limit exposure to this risk. The Board of Directors reviews and approves the guidelines established by ALCO.

Earnings Simulation Analysis

Market
risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates and equity prices. The Companys market risk is composed primarily of interest rate risk. The
Companys Asset and Liability Management Committee (ALCO) is responsible for reviewing the interest rate sensitivity position and establishing policies to monitor and limit exposure to this risk. The Board of Directors reviews and
approves the guidelines established by ALCO.

Interest rate risk is monitored through the use of two complimentary modeling tools: earnings simulation
modeling and economic value simulation (net present value estimation). Each of these models measure changes in a variety of interest rate scenarios. While each of the interest rate risk measures has limitations, taken together they represent a
reasonably comprehensive view of the magnitude of interest rate risk in the Company, the distribution of risk along the yield curve, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships.
Earnings simulation and economic value models, which more effectively measure the cash flow and optionality impacts, are utilized by management on a regular basis and are explained below.

Earnings Simulation Analysis

Management
uses simulation analysis to measure the sensitivity of net interest income to changes in interest rates. The model calculates an earnings estimate based on current and projected balances and rates. This method is subject to the accuracy of the
assumptions that management has input, but it provides a better analysis of the sensitivity of earnings to changes in interest rates than other potential analyses.

Assumptions used in the model are derived from historical trends and managements outlook and include loan and deposit growth rates and projected yields and rates. Such assumptions are monitored and periodically adjusted as
appropriate. All maturities, calls and prepayments in the securities portfolio are assumed to be reinvested in like instruments. Mortgage loans and mortgage backed securities prepayment assumptions are based on industry estimates of prepayment
speeds for portfolios with similar coupon ranges and seasoning. Different interest rate scenarios and yield curves are used to measure the sensitivity of earnings to changing interest rates. Interest rates on different asset and liability accounts
move differently when the prime rate changes and are reflected in the different rate scenarios.

The Company uses its simulation model to estimate
earnings in rate environments where rates ramp up or down around a most likely rate scenario, based on implied forward rates. The analysis assesses the impact on net interest income over a 12 month time horizon by applying 12-month shock
versus the implied forward rates of 200 basis points up and down. The following table represents the interest rate sensitivity on net interest income for the Company across the rate paths modeled as of March 31, 2006:



|                          |  |                               |   |  |                  |     
|------------------------- |  | ----------------------------- | - |  | ---------------- | ----
|                          |  | Change in Net Interest Income
|Change in Yield Curve     |  | (Percent)                     |   |  | ($ in thousands)
|+200 basis points         |  | 3.02                          | % |  | $                | 361 
|Most likely rate scenario |  | 0.00                          | % |  |                  |    
|-200 basis points         |  | -4.14                         | % |  |                  | -495



Page: 12



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Economic Value Simulation

Economic value simulation is used to determine the estimated fair value of assets and liabilities over different interest rate scenarios. Economic values are calculated
based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate scenarios is an indication of the longer
term earnings sensitivity capability of the balance sheet. The same assumptions are used in the economic value simulation as in the earnings simulation. The economic value simulation uses simultaneous rate shocks to the balance sheet, whereas the
earnings simulation uses rate schock over 12 months. The following chart reflects the estimated change in net economic value over different rate environments using economic value simulation as of March 31, 2006:



|                          |  |                                    |   |  |                  |       
|------------------------- |  | ---------------------------------- | - |  | ---------------- | ------
|                          |  | Change in Economic Value of Equity
|Change in Yield Curve     |  | (Percent)                          |   |  | ($ in thousands)
|+200 basis points         |  | -12.62                             | % |  | $                | -4,692
|Most likely rate scenario |  | 0.00                               | % |  |                  |      
|-200 basis points         |  | 4.77                               | % |  |                  | 1,771 



Page: 13



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Item 6. Exhibits

The information furnished herein, including Exhibit 99.1, shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.



|(a) | Exhibit Listing
|--- | ---------------



|              |  |                                                                                                      
|------------- |  | -----------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                          
|              | 
|31.1          |  | Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act.
|              | 
|31.2          |  | Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Exchange Act 
|              | 
|32            |  | Certification of Chief Executive Officer and Chief Financial Officer.                                



Page: 14



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Signatures

In accordance with to the requirements of the Exchange 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)                            
|        |  |  | 
|5/19/06 |  |  |  | By:                                      |  | /s/ George M. Longest, Jr.                                
|(Date)  |  |  |  |                                          |  | (Signature)                                               
|        |  |  |  |                                          |  | George M. Longest, Jr.                                    
|        |  |  |  |                                          |  | President and Chief Executive Officer                     
|        |  |  | 
|5/19/06 |  |  |  | By:                                      |  | /s/ Bruce E. Thomas                                       
|(Date)  |  |  |  |                                          |  | (Signature)                                               
|        |  |  |  |                                          |  | Bruce E. Thomas                                           
|        |  |  |  |                                          |  | Secretary, Senior Vice President & Chief Financial Officer



Page: 15