FORM 10-QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


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



                For the quarterly period ended September 30, 1998
                                               ------------------

                                       OR


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


             for the transition period from __________ to _________



                         Commission File Number 0-24674
                                                --------  


                              SWVA BANCSHARES, INC
                              --------------------

    VIRGINIA                                                       54-1721629
-------------------------------                              -------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)
                                
302 Second Street, SW, Roanoke Virginia                               24011-1597
---------------------------------------                               ----------
(Address of Principal executive offices)                              (Zip Code)
                                         
Registrant's telephone number, including area code  (540) 343-0135
                                                    -------------- 

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by  Section  13 and 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

Yes  X   No
    ---     --- 

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of November 6, 1998: $0.10 par value - 493,112 common shares.

Transitional Small Business Disclosure Format (check one):

Yes       No  X
     ---     ---

<PAGE>


                      SWVA BANCSHARES, INC. & SUBSIDIARIES


                                      INDEX


================================================================================


PART I.  FINANCIAL INFORMATION                                         PAGE
         =====================                                         ====


Item 1.  Financial Statements

                  Consolidated Statements of Financial Condition
                  at September 30, 1998 and June 30, 1998
                  (unaudited)                                           1

                  Consolidated Statements of Income for the
                  Three Months Ended September 30, 1998 and
                  September 30, 1997 (unaudited)                        2

                  Consolidated Statements of Comprehensive Income
                  for the Three Months Ended September 30, 1998 and
                  September 30, 1997 (unaudited)                        3

                  Consolidated Statements of Cash Flows for the
                  Three Months Ended September 30, 1998 and
                  September 30, 1997 (unaudited)                        4

                  Notes to Unaudited Interim Consolidated
                  Financial Statements                                  5




Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                   7

PART II. OTHER INFORMATION                                             10
         =================

<PAGE>


                        SWVA BANCSHARES, INC & SUBSIDIARY
                 Consolidated Statements of Financial Condition
                                 (In thousands)

<TABLE>
<CAPTION>
                                     Assets
                                                       Sept 30         June 30
                                                       -------         -------
                                                         1998            1998
                                                       -------         -------
                                                             (Unaudited)
<S>                                                 <C>              <C>    
Cash and cash equivalents                             $ 1,824          $ 3,193
Interest-bearing deposits                               6,396            5,897
Investment & Mortgage Backed Securities:
  Held to Maturity, at amortized cost                     303              318
  Available for Sale, at fair value                    20,842           21,607
  Restricted at cost                                      961              961
Loans held for sale                                     1,630            1,608
Loans receivable, net                                  47,390           48,211
Property and equipment, net                             1,641            1,662
Accrued interest receivable                               581              565
Prepaid expenses and other assets                         315              365
                                                     --------         --------
    Total assets                                      $81,883          $84,387
                                                     ========         ========

                      Liabilities and Stockholders' Equity

Deposits                                              $65,702          $68,288
Advances from Federal Home Loan Bank                    7,000            7,000
Advances from borrowers                       
  for taxes and insurance                                 438              243
Other liabilities and deferred income                     457              529
                                                     --------         --------
    Total liabilities                                  73,597           76,060
                                                     --------         --------

Stockholders' Equity                                 
Preferred Stock, 275,000 shares
   authorized, no shares issued or
   outstanding
Common stock, $.10 par value,  2,225,000 
   shares authorized,  493,112 outstanding
   as of September 30, 1998 and 496,887
   outstanding as of June 30, 1998                         49               50
Additional paid-in capital                              3,991            4,050
Dividends declared and paid                               (98)            (623)
Less unearned ESOP shares (27,385 shares)                (274)            (274)
Less unearned MSBP shares (17,537 shares)                (299)            (299)
Retained earnings
 (substantially restricted)                             4,827            5,365
Valuation allowance
  marketable equity securities                             90               58
                                                     --------         --------
Total Stockholders' Equity                              8,286            8,327
                                                      -------         --------

  Total Liabilities
        and Stockholders' Equity                      $81,883          $84,387
                                                     ========         ========
</TABLE>

                                       1
<PAGE>




                     SWVA BANCSHARES, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                Three Months Ended
                                                                                      Sept 30
                                                                                ------------------
                                                                                1998          1997
                                                                                ----          ----
                                                                                    (Unaudited)
<S>                                                                          <C>           <C>   
Interest income
  Loans                                                                        $1,001        $1,095
  Mortgage-backed and related securities                                          153            46
  U. S. Government obligations including agencies                                 165           107
  Municipal Bonds                                                                  12             0
  Other investments, including overnight deposits                                 162           145
                                                                                -----         -----
Total interest income                                                           1,493         1,393
                                                                                =====         =====     
Interest expense
  Deposits                                                                        790           671
  Borrowed funds                                                                   99            47
                                                                                -----         -----
         Total interest expense                                                   889           718
                                                                                -----         -----

         Net interest income                                                      604           675

         Provision for credit losses                                                3            24
                                                                                -----         -----
         Net interest income after
           provision for credit losses                                            601           651
                                                                                -----         -----

Noninterest income
  Loan and other customer service fees                                             37            32
  Gain on sale of mortgage loans                                                   79            46
  Gross rental income                                                              26            25
  Loss (gain) on Available for Sale Investments                                     0           (17)
  Other                                                                             7             0
                                                                                -----         -----
         Total noninterest income                                                 149            86
                                                                                -----         -----

Noninterest expenses
  Personnel                                                                       352           318
  Office occupancy and equipment                                                   85            74
  Data processing                                                                  55            31
  Federal insurance of accounts                                                    10             5
  Other                                                                           111           122
                                                                                -----         -----
         Total noninterest expenses                                               613           550
                                                                                -----         -----

         Income before income taxes                                               137           187
         Provision for income taxes                                                52            71
                                                                                -----         -----

         Net income                                                            $   85        $  116
                                                                                =====         =====

Basic earnings per share                                                          .18           .24
Diluted earnings per share                                                        .18           .24
Cash dividends per share                                                          .20          1.15
</TABLE>

                                       2
<PAGE>
                      SWVA BANCSHARES, INC. & SUBSIDIARIES
                 Consolidated Statements of Comprehensive Income
                                 (In Thousands)


                                             Three Months Ended
                                                  Sept 30,
                                             ------------------
                                             1998          1997
                                             ----          ----
                                                 (Unaudited)

Net Income                                   $ 85         $ 116

Other comprehensive income, net of tax  
               
        Unrealized gains on securities         20            25
                                             ----          ----

Comprehensive Income                         $ 105        $ 141       
                                              ====         ====






                                       3
<PAGE>



                      SWVA BANCSHARES, INC. & SUBSIDIARIES
                      Consolidated Statements of Cash Flow
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                             Sept 30
                                                                                       ------------------
                                                                                       1998         1997
                                                                                           (Unaudited)
<S>                                                                            <C>             <C>     
Operating Activities
    Net Income                                                                    $     85        $    116
Adjustments to Reconcile Net Income to Net Cash
        Provided by (used in) operating activities
        Provision for credit losses                                                      3              24
        Provision for depreciation and amortization                                     26              22
        Provision for Deferred Income Tax                                                0               0
        Loans Originated for Sale                                                   (6,710)         (3,695)
        Proceeds from sales of loans originated for sale                             6,766           3,935
        Gain on Sale of Loans, from fees                                               (79)            (46)
        Gain on Sale of Real Estate                                                      0               0
        Gain on Disposal of Property and Equipment                                       0               1
        Net gain on sale of investments, available for sale                              0             (17)
        Net (increase) decrease in Other Assets                                         50             (12)
        Net increase (decrease) in Other Liabilities                                   132             135
                                                                                   -------          ------
      Net cash provided by (used in) operating activities                              273             463
                                                                                    ------          ------

Investing activities
    Proceeds from sale of property and equipment                                         0               0
    Proceeds from maturity of investments
        and interest-bearing deposits                                                1,871           1,089
    Proceeds from sale of available for sale investments                             3,250           2,757
    Purchase of investments and interest-bearing deposits                           (2,370)         (2,250)
    Purchase of available for sale investments                                      (3,000)         (1,961)
    Proceeds from sale of foreclosed real estate                                         0               0
    Purchase of foreclosed real estate                                                   0               0
    Purchase of property and equipment                                                  (5)             (1)
    Net (increase) decrease in loans                                                   819           1,967
    Purchase of loans                                                                    0               0
    Principal repayments on Mortgage Backed Securities                                 546              80
                                                                                    ------         -------
        Net cash provided by (used in) investing activities                          1,111           1,681
                                                                                    ------         -------

Financing activities
    Curtailment of advances and other borrowings                                         0          (1,500)
    Proceeds from advances and other borrowings                                          0           2,500
    Net increase (decrease) in savings deposits                                     (2,586)            718
    Repurchase of stock                                                                (68)              0
    Dividends paid                                                                     (99)           (588)                 
                                                                                    -------        -------
    Net cash used in financing activities                                           (2,753)          1,130
                                                                                    -------        -------

Increase (decrease) in cash and cash equivalents                                    (1,369)          3,274

Cash and cash equivalents at beginning of period                                     3,193           1,276
                                                                                   -------         -------

Cash and cash equivalents at end of period                                        $  1,824        $  4,550
                                                                                   =======         =======
</TABLE>

                                       4
<PAGE>


                      SWVA BANCSHARES, INC. & SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The accompanying  unaudited interim consolidated  financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions  to Form 10-QSB.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements.

The accompanying  consolidated financial statements include the accounts of SWVA
Bancshares, Inc. ("Company") and its wholly-owned subsidiary, Southwest Virginia
Savings Bank, FSB ("Bank") and its wholly-owned  subsidiary,  Southwest Virginia
Service Corporation. All significant intercompany balances and transactions have
been eliminated in consolidation.

In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for  fair  presentation  have  been  included.
Operating  results  for the three  months  ended  September  30,  1998,  are not
necessarily  indicative  of the results that may be expected for the year ending
June 30, 1999.

NOTE 2 -- STOCK REPURCHASE

The  Company  has  adopted  a  stock  repurchase  program  that  allows  for the
repurchase,  from time to time,  of up to 30,000  (5.9%) shares of common stock.
The stock repurchase program that the Company had previously adopted had expired
during 1997.  The current plan to  repurchase up to 30,000 shares does not state
an expiration  date.  Any shares  repurchased  may be used for general and other
corporate purposes,  including the issuance of shares upon the exercise of stock
options.

During the quarter  ended  September  30, 1998,  the Company  repurchased  3,775
shares of common  stock in the open  market at an  aggregate  purchase  price of
approximately $68,000. The amount repurchased represented approximately 0.76% of
the Company's total shares outstanding prior to the repurchase.

NOTE 3 -- EARNINGS PER SHARE

The  following  table  sets  forth  the  reconciliation  of the  numerators  and
denominators of the basic and diluted earnings per share (EPS) computations:
<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                                       ------------------
                                                                          September 30,
                                                                          -------------
                                                                      1998           1997
                                                                      ----           ----

<S>                                                             <C>            <C>    
         Numerator:
 (a) Net income available to shareholders                         $     85       $    116
                                                                   =======        =======
                                                                                     
         Denominator:
         Weighed-average shares outstanding                        495,899        540,984
         Less: ESOP weighed-average shares outstanding             (27,385)       (31,951)
                                                                   -------        -------

(b) Basic EPS weighed-average shares outstanding                   468,514        479,033

         Effect of dilutive securities:
         Incremental shares attributable to the Stock Option         3,627          3,353
         Plan and Management Stock Bonus Plan                        1,429            994
                                                                   -------        -------
   
(c) Diluted EPS weighed-average shares outstanding                 473,570        483,380
                                                                   =======        =======
         Basic earnings per share (a/b)                           $    .18       $    .24
                                                                   =======        =======   
         Diluted earnings per share (a/c)                         $    .18       $    .24
                                                                   =======        =======
</TABLE>


                                       5


<PAGE>

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

FASB Statement on Reporting Comprehensive Income
Effective July 1, 1998, the Company  adopted FASB Statement No. 130,  "Reporting
Comprehensive Income." Statement No. 130 requires the reporting of comprehensive
income in addition to net income from operations. Comprehensive income is a more
inclusive  financial  reporting  methodology that includes certain disclosure of
certain  financial  information that has historically not been recognized in the
calculation of net income.

The Company had unrealized  gains on securitise  held as available for sale, for
the three  months  ended  September  30,  1998 and 1997,  of $32,000 and $41,000
respectively.  The before tax and after tax amount, as well as the tax (expense)
is summarized below.

                                        Before              Tax            After
                                         Tax              Expense           Tax
                                         ---              -------           ---

Three months ended September 30, 1998:
  Unrealized gains on securities        $ 32               ($12)          $ 20

Three months ended September 30, 1997:  
  Unrealized gains on securities        $ 41               ($16)          $ 25




                                       6


<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Comparison of Financial Condition at September 30, 1998 and June 30, 1998

Total assets decreased $2.5 million or 2.97% from $84.4 million at June 30, 1998
to $81.9 million at September 30, 1998. Net loans receivable  decreased $800,000
or 1.70% to $47.4  million at September  30, 1998 from $48.2 million at June 30,
1998 due  primarily  to the  existing low  interest  rate  environment  in which
management  elected  to  retain  fewer  new  mortgage  originations  in the loan
portfolio.
                                                         .
Interest-bearing  deposits  increased  $500,000  or  8.46%  to $6.4  million  at
September  30, 1998 from $5.9 million at June 30, 1998 due mainly to an increase
in cash available from growth in Jumbo  certificates  of deposit.  Cash and cash
equivalents  decreased $1.4 million or 42.88% from $3.2 million at June 30, 1998
to $1.8 million at September 30, 1998 due mainly to maturing  customer  deposits
that were not renewed because of lower repricing by management. Held to Maturity
Investments  decreased  $15,000  from  $318,000  at June 30, 1998 to $303,000 at
September 30, 1998. Available for Sale Investments decreased $765,000 from $21.6
million at June 30, 1998 to $20.8 million at September 30, 1998 due to principal
paybacks on Mortgage Backed  Securities and the exercise of a call feature on an
investment.

There were no  non-performing  assets at  September  30, 1998 and June 30, 1998.
Classified assets totaled $308,000.  All were classified as substandard and were
on single family mortgage loans.

Deposits decreased $2.6 million, or 3.79% from $68.3 million at June 30, 1998 to
$65.7  million  at  September  30,  1998 due  mainly to a  decrease  in funds in
certificates  of deposits.  This  decrease was the result of lower  repricing to
reflect  downward  movements in interest  rates  nationally  and  locally.  Core
deposits were $16.2 million or 24.66% of total savings.

At September 30, 1998, there were $7.0 million  outstanding in advances from the
Federal Home Loan Bank of Atlanta.

Advances from borrowers for taxes and insurance increased $195,000 or 80.25% due
to the  accumulation  of escrow  for real  estate  taxes to be paid  during  the
quarter  ending  December  31,  1998.  Other  liabilities  and  deferred  income
decreased $72,000 or 13.61%.

Results of Operations for the three months ended September 30, 1998
-------------------------------------------------------------------
and September 30, 1997
----------------------

         Net Income Net income  decreased  $31,000 or 26.72%,  from $116,000 for
the three months ended  September 30, 1997 to $85,000 for the three months ended
September 30, 1998. The decrease was mainly due to higher expenses for personnel
including a new chief  operations  officer,  data  processing and an increase in
interest expense for deposits and borrowings.

         Interest Income Interest income increased $100,000, or 7.18%, from $1.4
million for the three  months ended  September  30, 1997 to $1.5 million for the
three months ended  September 30, 1998.  The increase was mainly a result in the
increase  in  earnings on a larger  investment  base  offset by a  reduction  in
mortgage loans in the Bank's portfolio.

         Interest  Expense Interest  expense  increased  $171,000 or 23.82% from
$718,000 for the three months ended September 30, 1997 to $889,000 for the three
months ended  September 30, 1998.  The increase was due mainly to an increase in
deposits and an increase in borrowed funds.

         Net Interest Income Net interest income  decreased by $71,000 or 10.52%
from $675,000 for the three months ended  September 30, 1997 to $604,000 for the
three months ended  September 30, 1998. The decrease was mainly due to increased
interest paid on deposits and borrowed  funds and  decreased  income on mortgage
loans offset by increased income on investment securities.

         Provision  for Credit Losses The Bank made an addition of $3,000 to the
provision  for credit  losses  for the  quarter  ended  September  30,1998.  The
allowance for credit losses was $210,000 at September 30, 1998. The Bank made an
addition of $24,000 to the  provision  for credit  losses for the quarter  ended
September  30,  1997.  The  addition  was  made  due to a loss of  $44,000  on a
delinquent real estate loan.  After the deduction of the loss, the allowance for
credit losses was $197,000.


                                       7


<PAGE>

Results of Operations for the three months ended September 30, 1998
-------------------------------------------------------------------
and September 30, 1997, cont.
-----------------------------

      Non-interest Income Non-interest income increased by $63,000, or 73.26%
from $86,000 for the three months ended  September  30, 1997 to $149,000 for the
three  months  ended  September  30,  1998.  The  increase  was mainly due to an
increase  in  gains on the sale of  mortgage  loans  during  the  quarter  ended
September 30, 1998 offset by a loss on investment  securities during the quarter
ended September 30, 1997.

         Non-interest  Expense  Non-interest  expense  increased by $63,000,  or
11.45% from  $550,000 for the three months ended  September 30, 1997 to $613,000
for the three months  ended  September  30,  1998,  mainly due to an increase in
personnel expense and data processing expense.

         Provision for income taxes The provision for income taxes for the three
months ended  September  30, 1998 was $52,000  compared to $71,000 for the three
months ended  September 30, 1997.  The decrease was due to decreased  income for
the quarter ended September 30, 1998.


Regulatory Capital Requirements

OTS capital  regulations  require  savings  institutions  to meet three  capital
standards:  (1) tangible capital equal to 1.5% of total adjusted  assets,  (2) a
leverage ratio (core  capital)  equal to at least 3.0% of total adjusted  assets
and (3) a risk-based  capital  requirement equal to 8.0% of total  risk-weighted
assets.

As shown below, the Bank's tangible,  core and risk-based capital  significantly
exceed all applicable  regulatory  capital  requirements of the OTS at September
30, 1998:
<TABLE>
<CAPTION>
                                                                                                         Percent of
                                                                                                         ----------
                                                                                  Amount                     Assets
                                                                                  ------                     ------

              <S>                                                              <C>                         <C>  
                  GAAP Capital....................                                $7,777                      9.45%
                                                                                   =====                     =====

                  Tangible Capital................                                $7,777                      9.45%
                  Tangible Capital Requirement....                                 1,234                      1.50%
                                                                                   -----                     -----
                  Excess..........................                                $6,543                      7.95%
                                                                                   =====                     =====

                  Core Capital....................                                $7,777                      9.45%
                  Core Capital Requirement........                                 2,468                      3.00%
                                                                                   -----                     -----
                  Excess..........................                                $5,309                      6.45%
                                                                                   =====                     =====

                  Total Risk-Based Capital........                                $7,987                     21.02%
                  Risk-Based Capital Requirement..                                 3,039                      8.00%
                                                                                   -----                     -----
                  Excess..........................                                $4,948                     13.02%
                                                                                   =====                     =====
</TABLE>

Management  believes that under current  regulations,  the Bank will continue to
meet its minimum capital  requirements in the foreseeable future.  Events beyond
the control of the Bank,  such as  increased  interest  rates or downturn in the
economy  in areas in which  the Bank  operates  could  adversely  affect  future
earnings  and as a result,  the  ability of the Bank to meet its future  minimum
capital requirements.



                                       8

<PAGE>
Liquidity

The Bank's  liquidity is a measure of its ability to fund loans,  withdrawals of
deposits and other cash outflows in a cost effective manner.  The Bank's primary
sources of funds are deposits and proceeds from principal and interest  payments
on loan and mortgage backed  securities.  The Bank also obtains funds from sales
and maturities of investment securities,  short-term investments and borrowings,
namely advances from the FHLB of Atlanta.  The Bank uses such funds primarily to
meet commitments on existing and continuing loan  commitments,  to fund maturing
time  deposits and savings  withdrawals  and to maintain  liquidity.  While loan
payments,  maturing investments and mortgage-backed  securities are a relatively
predictable  source of funds,  deposit  flows and loan  prepayments  are greatly
influenced by general interest rates,  economic conditions and competition.  The
Bank's  liquidity  is also  influenced  by the level of demand for funding  loan
originations.

The Bank is required  under federal  regulations to maintain  certain  specified
levels of "liquid  investments,"  which include certain United States government
obligations and other approved investments. Current regulations require the Bank
to maintain liquid assets of not less than 4% of its net  withdrawable  accounts
plus short term borrowings. Those levels may be changed from time to time by the
regulators  to  reflect  current  economic  conditions.  The  Bank's  regulatory
liquidity was 19.62% at September 30, 1998 and 22.94% as of June 30, 1998.

Impact of Inflation and Changing Prices

The  consolidated  financial  statements  of  the  Company  and  notes  thereto,
presented  elsewhere  herein,  have been prepared in accordance with GAAP, which
require the measurement of financial  position and operating results in terms of
historical  dollars without  considering  the change in the relative  purchasing
power of money over time due to inflation.  The impact of inflation is reflected
in the  increased  cost of the  Company's  operations.  Unlike  most  industrial
companies,  nearly all the assets and  liabilities of the Company are financial.
As a result,  interest rates have a greater impact on the Company's  performance
than do the  effects  of  general  levels of  inflation.  Interest  rates do not
necessarily  move in the same  direction  or to the same extent as the prices of
goods and services.


                                       9
<PAGE>



                      SWVA BANCSHARES, INC. & SUBSIDIARIES


                                     PART II

Item 1.  Legal Proceedings

                  Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

                  Not applicable.

Item 3.  Defaults upon Senior Securities

                  Not applicable.

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

                  Not applicable.

Item 5.  Other Information

                  Not applicable.

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

                  Not applicable.



                                       10
<PAGE>


                      SWVA BANCSHARES, INC. & SUBSIDIARIES

                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.

                                         SWVA Bancshares, Inc.


Date: November 13, 1998                  By: /s/  B. L. Rakes
                                             -----------------------------------
                                             B. L. Rakes
                                             President, Chief Executive Officer,
                                             Chief Financial Officer, 
                                             and Director




Date: November 13, 1998                  By: /s/  Mary G. Staples
                                             -----------------------------------
                                             Mary G. Staples
                                             Controller/Treasurer
                                             Principal Financial Officer