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 March 31, 1997
                               --------------


                                       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 May 10, 1997: $0.10 par value - 520,434 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 March 31, 1997 and June 30, 1996 (unaudited)               1

            Consolidated Statements of Income for the
            Three and Nine Months Ended March 31, 1997 and
            March 31, 1996 (unaudited)                                    2

            Consolidated Statements of Cash Flows for the
            Nine Months Ended March 31, 1997 and
            March 31, 1996 (unaudited)                                    3

            Notes to Unaudited Interim Consolidated
            Financial Statements                                          4


Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           5


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



<PAGE>



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

<TABLE>
<CAPTION>
                                            Assets                    Mar 31     June 30
                                                                       1997        1996
                                                                      --------------------
                                                                        (Unaudited)

<S>                                                                   <C>         <C>    
Cash and cash equivalents                                             $ 3,126     $ 5,262
Interest-bearing deposits                                               5,221       3,841
Investment & Mortgage Backed Securities:
  Held to Maturity, at amortized cost                                     402         443
  Available for Sale, at fair value                                     6,166       7,496
Loans held for sale                                                       793         985
Loans receivable, net                                                  50,946      46,757
Property and equipment, net                                             1,641       1,662
Accrued interest receivable                                               371         343
Prepaid expenses and other assets                                         207         198
                                                                      --------    -------

    Total assets                                                      $68,873     $66,987
                                                                      ========    =======

                      Liabilities and Stockholders' Equity
Deposits                                                              $58,512     $57,643
Advances Federal Home Loan Bank                                         1,000           0
Accounts payable                                                           25          42
Accrued interest payable                                                   30          43
Advances from borrowers
  for taxes and insurance                                                 386         146
Income taxes payable                                                        0          28
Other accrued expenses                                                    195         133
Other payables and deferred income                                        297         277
                                                                      --------    -------

    Total liabilities                                                  60,445      58,312
                                                                      --------    -------

Stockholders' Equity
Preferred Stock, 275,000 shares
   authorized, no shares issued or
   outstanding
Common stock, $.10 par value,  2,225,000 shares authorized,  
   520,434 outstanding as of March 31, 1997 and 543,190
   outstanding as of June 30, 1996                                         52          54
Additional paid-in capital                                              4,429       4,750
Dividends declared and paid                                              (143)       (154)
Less unearned ESOP shares (36,517 shares)                                (365)       (365)
Less unearned MSBP shares (20,177 shares)                                (349)       (388)
Retained earnings
 (substantially restricted)                                             4,807       4,790
Valuation allowance
  marketable equity securities                                             (3)        (12)
                                                                      --------    --------

  Total Stockholders' Equity                                            8,428       8,675
                                                                      --------    -------

  Total Liabilities
        and Stockholders' Equity                                      $68,873     $66,987
                                                                      ========    =======
</TABLE>

                                               1

<PAGE>



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

<TABLE>
<CAPTION>
                                                       Three Months      Nine Months
                                                                     Ended
                                                                    March 31
                                                       ---------------------------------
                                                       1997      1996     1997      1996
                                                       ----      ----     ----      ----
                                                                      (Unaudited)
Interest income
<S>                                                   <C>       <C>       <C>      <C>   
  Loans                                               $1,101    $1,020    $3,210   $3,085
  Mortgage-backed and related securities                  89        88       332      275
  U. S. Government obligations
       including agencies                                 18        18        54       53
  Other investments, including
       overnight deposits                                133       100       346      275
                                                      ------    ------    ------   ------

Total interest income                                  1,341     1,226     3,942    3,688
                                                      ------    ------    ------   ------

Interest expense
  Deposits                                               622       649     1,891    1,935
  Borrowed funds                                          42         6       101       52
                                                      ------    ------    ------   ------

      Total interest expense                             664       655     1,992    1,987
                                                      ------    ------    ------   ------

      Net interest income                                677       571     1,950    1,701

Provision for credit losses                                0         0         0        0
                                                      ------    ------    ------   ------

      Net interest income after
        provision for credit losses                      677       571     1,950    1,701
                                                      ------    ------    ------   ------

Noninterest income
  Loan and other customer service fees                    35        42       108      117
  Gain on sale of mortgage loans                          16        67        73      165
  Gross rental income                                     25        23        73       69
  Net gain on sale of investments,
       available for sale                                  0         0        39        0
                                                      ------    ------    ------   ------

      Total noninterest income                            76       132       293      351
                                                      ------    ------    ------   ------

Noninterest expenses
  Personnel                                              319       316       932      940
  Office occupancy and equipment                          74        80       214      238
  Data processing                                         37        32       103       97
  Federal insurance of accounts                            9        32       421       94
  Other                                                   90        83       289      313
                                                      ------    ------    ------   ------

      Total noninterest expenses                         529       543     1,959    1,682
                                                      ------    ------    ------   ------

      Income before income taxes                         224       160       284      370
      Provision for income taxes                          82        62       112      144
                                                      ------    ------    ------   ------


      Net income                                      $  142    $   98    $  172   $  226
                                                       =====     =====     =====    =====

Per common share:
Primary and fully diluted earnings                       .30       .19       .35      .52

</TABLE>

                                            2

<PAGE>



                      SWVA BANCSHARES, INC. & SUBSIDIARIES
                      Consolidated Statements of Cash Flow
                                 (In Thousands)

<TABLE>
<CAPTION>

                                                                         Nine Months Ended
                                                                              March 31
                                                                          ----------------
                                                                          1997       1996
Operating Activities                                                        (Unaudited)
<S>                                                                      <C>      <C>    
   Net Income                                                            $  172   $   226
   Adjustments to Reconcile Net Income to Net Cash
     Provided by (used in) operating activities
     Provision for credit losses                                              0         0
     Provision for depreciation and amortization                             65        77
     Provision for Deferred Income Tax                                      (27)        0
     Loans Originated for Sale                                           (6,007)  (12,710)
     Proceeds from sales of loans originated for sale                     6,273    12,401
     Gain on Sale of Loans, from fees                                       (74)     (165)
     Gain on Sale of Real Estate                                              0         0
     Gain on Disposal of Property and Equipment                               0         0
     Net gain on sale of investments, available for sale                     39         0
     Net (increase) decrease in Other Assets                                (15)      101
     Net increase (decrease) in Other Liabilities                           278       244
                                                                        -------   -------
      Net cash provided by (used in) operating activities                   704       174

Investing activities
   Proceeds from sale of property and equipment                               0         0
   Proceeds from maturity of investments
     and interest-bearing deposits                                        2,458     2,273
  Proceeds from sale of available for sale investments                    3,300         0
   Purchase of investments and interest-bearing deposits                 (3,838)   (3,060)
  Purchase of available for sale investments                             (1,992)        0
   Proceeds from sale of foreclosed real estate                               0         0
   Purchase of foreclosed real estate                                         0         0
   Purchase of property and equipment                                       (44)      (37)
   Net (increase) decrease in loans                                      (4,167)    2,519
   Purchase of loans                                                        (22)        0
   Principal repayments on Mortgage Backed Securities                        81       124
                                                                        -------   -------
     Net cash provided by (used in) investing activities                 (4,224)    1,819
                                                                        -------   -------

Financing activities
   Curtailment of advances and other borrowings                          (2,500)   (2,000)
   Proceeds from advances and other borrowings                            3,500       200
   Net increase (decrease) in savings deposits                              868     2,806
  Proceeds from sale of stock                                                 0         0
   Purchase of stock for MSOP                                                 0      (388)
  Purchase of stock by ESOP                                                   0         0
  Repurchase of stock                                                      (341)     (466)
   Dividends paid                                                          (143)     (154)
                                                                        -------   -------
   Net cash used in financing activities                                  1,384      (  2)
                                                                        -------   -------

Increase (decrease) in cash and cash equivalents                         (2,136)    1,991

Cash and cash equivalents at beginning of period                          5,262       830
                                                                        -------   -------

Cash and cash equivalents at end of period                              $ 3,126   $ 2,821
                                                                        =======   =======


</TABLE>

                                            3

<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 and Rule 10-01 of
Regulation  S-X.  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 and nine months ended March 31,  1997,  are not
necessarily  indicative  of the results that may be expected for the year ending
June 30, 1997.

NOTE 2 - STOCK REPURCHASE

On July 26, 1996, the Company received the necessary approval from the Office of
Thrift  Supervision  ("OTS") to  repurchase  up to 5% (or 27,160  shares) of the
Company's Common Stock prior to October 5, 1996.

The company repurchased 22,756 shares of its Common Stock in the open market, at
an aggregate  purchase price of approximately  $341,000.  The amount repurchased
represented  approximately  4.2% of the Company's total shares outstanding prior
to the repurchase.

On March 19, 1997, the Company  received the necessary  approval from the Office
of Thrift  Supervision  ("OTS") to repurchase up to 5% (or 26,021 shares) of the
Company's Common Stock prior to October 7, 1997.

NOTE 3 -- EARNINGS PER SHARE

Earnings per share have been  determined  by dividing net income by the weighted
number of shares of common stock and common stock equivalents outstanding during
the period net of unallocated ESOP shares.

                                            4

<PAGE>




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


Comparison of Financial Condition at March 31, 1997 and June 30, 1996
---------------------------------------------------------------------


Total assets increased $1.9 million or 2.81% from $67.0 million at June 30, 1996
to $68.9 million at March 31, 1997. Net loans receivable  increased $4.2 million
or 8.95% to $51.0  million at March 31, 1997 from $46.8 million at June 30, 1996
due primarily to an increase in mortgage loans added to the Bank's portfolio.


Interest-bearing  deposits  increased  $1.4 million or 35.92% to $5.2 million at
March 31,  1997 from $3.8  million at June 30, 1996 due mainly to an increase in
cash available to invest in interest-bearing deposits. Cash and cash equivalents
decreased  $2.1  million or 40.59%  from $5.3  million at June 30,  1996 to $3.1
million at March 31, 1997 due mainly to increased cash required to fund mortgage
loans.  Loans held for sale  decreased  $192,000  or 19.49% due to a decrease in
loans originated to be sold.


There  were no  non-performing  assets  at March  31,  1997  and June 30,  1996.
Classified assets totaled $860,000. All were classified as substandard. $314,000
were in  Construction  and  Development  loans and the remaining  were on single
family loans.


Deposits  increased  $869,000,  or 1.51% from $57.6  million at June 30, 1996 to
$58.5  million  at  March  31,  1997  due  mainly  to a  increase  in  funds  in
certificates  of deposits.  Core  deposits were $16.7 million or 28.43% of total
savings.


At March 31, 1997,  there were $1.0  million  outstanding  in advances  from the
Federal home Loan Bank of Atlanta.  There were no advances  outstanding  on June
30, 1996. The advances were used to fund mortgage loan  originations  during the
period.


Advances from  borrowers for taxes and insurance  increased  $240,000 or 164.38%
due to the  accumulation  of escrow for real estate  taxes to be paid during the
quarter ending June 30, 1997. Other accrued expenses increased $62,000 or 46.62%
due to the  accumulation  of accruals for annual  expenses due to be paid at the
end of the fiscal year ending June 30, 1997.

                                        5

<PAGE>



Results of  Operations  for the three  months ended March 31, 1997 and March 31,
--------------------------------------------------------------------------------
1996
----

      Net Income Net income  increased  $44,000 or 44.89%,  from $98,000 for the
three  months  ended March 31, 1996 to $142,000 for the three months ended March
31, 1997.  The increase in net income was due to increased  net interest  income
offset by a decrease in noninterest income.

      Interest Income Interest income increased  $115,000,  or 9.38%,  from $1.2
million for the three  months ended March 31, 1996 to $1.3 million for the three
months  ended March 31, 1997.  The  increase  was mainly a result of  additional
mortgage loans put in the Bank's portfolio and an increase in funds invested.

      Interest Expense Interest expense  increased $9,000 or 1.37% from $655,000
for the three months ended March 31, 1996 to $664,000 for the three months ended
March 31, 1997.  The increase was due mainly to an increase in interest  paid on
borrowed funds offset by a decrease in interest paid on deposits.

      Net Interest  Income Net interest  income  increased by $106,000 or 18.56%
from  $571,000  for the three  months  ended March 31, 1996 to $677,000  for the
three months ended March 31, 1997 due mainly to  additional  interest  earned on
mortgage loans and investments.

      Provision  for Credit  Losses The Bank made no provision for credit losses
for the three months ended March 31, 1997 and there was no provision  for credit
losses for the three  months  ended March 31,  1996.  The  allowance  for credit
losses is  $194,000.  Management  reviews the Bank's loan  portfolio  and future
additions  may  become  necessary  based  upon  changing  economic   conditions,
increased  loan  portfolio or changes in the  underlying  collateral of the loan
portfolio.

      Non-interest  Income  Non-interest  income decreased by $56,000, or 42.42%
from $132,000 for the three months ended March 31, 1996 to $76,000 for the three
months ended March 31, 1997.  This was mainly the result of a $51,000  reduction
in income on loans sold in the secondary market for the three months ended March
31, 1997.

      Non-interest  Expense  Non-interest expense decreased by $14,000, or 2.57%
from  $543,000  for the three  months  ended March 31, 1996 to $529,000  for the
three months ended March 31, 1997,  mainly due to a reduction in Federal Deposit
Insurance  Premiums,  decreased office occupancy and equipment expense offset by
an increase in data processing expenses and other noninterest expenses.

      Provision  for income taxes The  provision  for income taxes for the three
months  ended  March 31,  1997 was  $82,000 as compared to $62,000 for the three
months ended March 31, 1996. The increase was due to increased pre-tax income.

                                        6

<PAGE>



Results of  Operations  for the nine  months  ended March 31, 1997 and March 31,
--------------------------------------------------------------------------------
1996
----

      Net Income Net income decreased  $54,000 or 23.89%,  from $226,000 for the
nine months ended March 31, 1996 to $172,000 for the nine months ended March 31,
1997. The decrease was mainly due to the one time SAIF Special Assessment offset
partially by increased interest earned on mortgage loans and investments.

      Interest Income Interest income increased  $254,000,  or 6.89%,  from $3.7
million  for the nine months  ended March 31, 1996 to $3.9  million for the nine
months  ended March 31, 1997.  The  increase  was mainly a result of  additional
mortgage loans put in the Bank's  portfolio during the period and an increase in
funds invested in mortgage-backed and related securities and other investments.

      Interest Expense  Interest  expense  increased $5,000 or .25% for the nine
months ended March 31, 1997. The increase was mainly the result of a decrease in
the cost of deposits offset by an increase in funds borrowed.

      Net Interest Income Net interest  income  increased by $249,000 or 14.64%,
from $1.7  million for the nine months  ended March 31, 1996 to $2.0 million for
the nine months ended March 31, 1997.  This resulted  mainly from an increase in
the interest  earned on mortgage loans,  Mortgage Backed and related  securities
and other investments offset by a reduction in the cost of deposits.

      Provision  for Credit  Losses The Bank made no provision for credit losses
for the nine months ended March 31, 1997 and there was no  provision  for credit
losses for the nine months ended March 31, 1996.  Management  reviews the Bank's
loan  portfolio and future  additions may become  necessary  based upon changing
economic  conditions,  increased  loan  portfolio  or changes in the  underlying
collateral of the loan portfolio.

      Non-interest  Income  Non-interest  income  decreased by $58,000 or 16.52%
from  $351,000 for the nine months ended March 31, 1996 to $293,000 for the nine
months ended March 31,  1997.  This  resulted  from a net gain of $39,000 on the
sale of investments  and a decrease of $92,000 in the gains on loans sold in the
secondary market.

      Non-interest Expense Non-interest expense increased by $277,000, or 16.47%
from $1.7  million for the nine months  ended March 31, 1996 to $2.0 million for
the nine months  ended March 31,  1997,  due mainly to the one time SAIF Special
Assessment offset by a reduction in accounting  treatment of personnel  expenses
and loan origination income pursuant to SFAS 91.

      Provision  for income  taxes The  provision  for income taxes for the nine
months  ended March 31, 1997 was  $112,000 as compared to $144,000  for the nine
months ended March 31, 1996. The decrease was due to decreased pre-tax income.

                                        7

<PAGE>



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 March 31,
1997:


                                                                    Percent of
                                                                    ----------
                                                      Amount            Assets
                                                      ------            ------

            GAAP Capital....................          $7,672            11.05%
                                                       =====           ======

            Tangible Capital................          $7,672            11.05%
            Tangible Capital Requirement....           1,042             1.50%
                                                       -----            -----
            Excess..........................          $6,630             9.55%
                                                       =====            =====

            Core Capital....................          $7,672            11.05%
            Core Capital Requirement........           2,083             3.00%
                                                       -----            -----
            Excess..........................          $5,589             8.05%
                                                       =====            =====

            Total Risk-Based Capital........          $7,866            20.91%
            Risk-Based Capital Requirement..           3,010             8.00%
                                                       -----            -----
            Excess..........................          $4,856            12.91%
                                                       =====            =====


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.


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.

                                        8

<PAGE>



Liquidity, cont.

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  required the
Bank to  maintain  liquid  assets  of not less  than 5% of its net  withdrawable
accounts  plus short term  borrowings.  Short term liquid assets must consist of
not less than 1% of such accounts and borrowings,  which amount is also included
within the 5% requirements. Those levels may be changed from time to time by the
regulators  to  reflect  current  economic  conditions.  The  Bank's  regulatory
liquidity was 9.24% at March 31, 1997 and 12.29% as of June 30, 1996.

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.

SAIF Special Assessment

Deposits of the  Savings  Bank are  insured by the SAIF as  administered  by the
FDIC. As a member of the SAIF, the Savings Bank paid an insurance premium to the
FDIC equal to a minimum of 0.23% of its total deposits.  The FDIC also maintains
another insurance fund, The Bank Insurance Fund ("BIF"), which primarily insures
commercial  bank  deposits.  Effective  September 30, 1995, the FDIC lowered the
insurance  premium on BIF insured deposits to a range of between 0.04% and 0.31%
of deposits with the result that most commercial banks would pay the lowest rate
of 0.04%.  Effective  January 1, 1996, the annual insurance premium for most BIF
members was lowered to $2,000.  These  reductions in insurance  premiums for BIF
members placed SAIF members at a competitive disadvantage to BIF members.

Effective  September  30,  1996,  federal  law was revised to mandate a one-time
special  assessment  on SAIF members  such as the Savings Bank of  approximately
 .657% of deposits  held on March 31, 1995.  The Savings Bank recorded a $355,000
pre-tax expense for this assessment at September 30, 1996.  Beginning January 1,
1997,   deposit   insurance   assessments   for  SAIF  members  was  reduced  to
approximately  .065% of  deposits  on an annual  basis  through the end of 1999.
During  this same  period,  BIF members  were  assessed  approximately  .013% of
deposits.  Thereafter,  assessments for BIF and SAIF members should be the same.
It is expected that these  continuing  assessments for both SAIF and BIF members
will be used to repay outstanding Financing  Corporation bond obligations.  As a
result  of these  changes,  beginning  January  1,  1997,  the  rate of  deposit
insurance assessed the Savings Bank declined by approximately 70%.

                                        9

<PAGE>



                      SWVA BANCSHARES, INC. & SUBSIDIARIES


                                     PART II

Item 1.     Legal Proceedings

            Not applicable.

Item 2.     Changes in Securities

            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.

            (a)   Not applicable.

            (b)   After the end of the quarter  under  report,  a Form 8-K (Item
                  7), dated April 18, 1997, was filed. The Form 8-K was filed to
                  report  third  quarter   earnings  and  the  stock  repurchase
                  program.


                                       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: May 14, 1997                  By:/s/ B.L. Rakes
                                       ----------------------------------------
                                    B. L. Rakes
                                    President, Chief Executive Officer,
                                    Chief Financial Officer, and Director


Date: May 14, 1997                  By:/s/ Mary G. Staples
                                       ----------------------------------------
                                    Mary G. Staples
                                    Vice President/Treasurer
                                    Principal Accounting Officer



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