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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q/A

|x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 
|-------------------------------------------------------------------------------------
|                                                                                     
|FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003                                        
|                                                                                     
|o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                                                     
|COMMISSION FILE NUMBER..........0-22955                                              
|                                                                                     
|BAY BANKS OF VIRGINIA, INC.                                                          
|(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)                           
|                                                                                     
|VIRGINIA                                                                             
|(STATE OF INCORPORATION)                                                             
|                                                                                     
|100 SOUTH MAIN STREET, KILMARNOCK, VA 22482                                          
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)                                   
|                                                                                     
|(804)435-1171                                                                        
|(REGISTRANTS TELEPHONE NUMBER INCLUDING AREA CODE)                                   

Indicate by
checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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

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

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the Act).

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

Indicate the number of shares outstanding of
each of the issuers classes of common stock, as of the latest practicable date:

2,311,189 shares of common stock on April 30, 2003.

The registrant is filing this amendment to their Form 10Q to amend the Consolidated Statements of Cash Flows table in its entirety. The column headers, for the Consolidated Statements of Cash Flows table were filed incorrectly in the
10Q.

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Bay Banks of Virginia, Inc.Consolidated Statements of Cash Flows (Unaudited)

|                                                                                  |  | Quarter ended Mar 31, 2003 |             | Quarter ended Mar 31, 2002 |  
|--------------------------------------------------------------------------------- |  | -------------------------- | ----------- | -------------------------- | -
|                                                                                  |  |                            |             |                            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                            |             |                            |  
|Net Income                                                                        |  | $                          | 438,921     |                            | $
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                            |             |                            |  
|Depreciation                                                                      |  |                            | 183,724     |                            |  
|Net amortization and accretion of securities                                      |  |                            | 5,587       |                            |  
|Provision for Loan Losses                                                         |  |                            | 78,000      |                            |  
|Net (Gain) / Loss on Sale of Securities                                           |  |                            | (20,857     | )                          |  
|(Gain) / Loss on sale of other real estate owned                                  |  |                            | (34,911     | )                          |  
|Accrued income and other assets                                                   |  |                            | 337,914     |                            |  
|Increase / (Decrease) in Other Liabilities                                        |  |                            | (107,332    | )                          |  
|                                                                                  |  |                            |             |                            |  
|Net Cash Provided by Operating Activities                                         |  | $                          | 881,046     |                            | $
|                                                                                  |  |                            |             |                            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                            |             |                            |  
|Proceeds from maturities of Available-for-Sale Securities                         |  |                            | 3,797,835   |                            |  
|Proceeds from sales of Available-for-Sale Securities                              |  |                            | 2,449,500   |                            |  
|Purchases of Available-for-Sale Securities                                        |  |                            | (2,615,760  | )                          |  
|(Increase) / Decrease in interest bearing deposits                                |  |                            | (12,125     | )                          |  
|(Increase) / Decrease in Loans outstanding                                        |  |                            | 739,152     |                            |  
|(Increase) / Decrease in Federal Funds Sold                                       |  |                            | (10,062,834 | )                          |  
|Purchases of Premises and Equipment                                               |  |                            | (308,818    | )                          |  
|(Increase) / Decrease in other real estate owned                                  |  |                            | 119,647     |                            |  
|                                                                                  |  |                            |             |                            |  
|Net Cash (Used in) Investing Activities                                           |  | $                          | (5,893,403  | )                          | $
|                                                                                  |  |                            |             |                            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                            |             |                            |  
|Increase / (Decrease) in Demand, Savings, & NOW deposits                          |  |                            | 7,130,105   |                            |  
|Increase / (Decrease) in Time Deposits                                            |  |                            | 2,838,273   |                            |  
|Net (Decrease) in securities sold under repurchase agreements                     |  |                            | (606,777    | )                          |  
|Proceeds from issuance of Common Stock                                            |  |                            | 102,685     |                            |  
|Repurchase of Common Stock                                                        |  |                            | (54,145     | )                          |  
|Dividends paid                                                                    |  |                            | (322,680    | )                          |  
|                                                                                  |  |                            |             |                            |  
|Net Cash Provided by Financing Activities                                         |  | $                          | 9,087,461   |                            | $
|                                                                                  |  |                            |             |                            |  
|Net Increase / (Decrease) in Cash & Due from Banks                                |  |                            | 4,075,104   |                            |  
|Cash & Due From Banks at Beginning of period                                      |  | $                          | 9,875,840   |                            | $
|Cash & Due From Banks at End of period                                            |  | $                          | 13,950,944  |                            | $
|                                                                                  |  |                            |             |                            |  
|SUPPLEMENTAL DISCLOSURES:                                                         |  |                            |             |                            |  
|Interest paid                                                                     |  | $                          | 1,240,402   |                            | $
|Income taxes paid                                                                 |  |                            | 17,129      |                            |  
|Unrealized gain (loss) on investment securities                                   |  |                            | 144,638     |                            |  

|See Notes to Consolidated Financial Statements.
|-----------------------------------------------



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SIGNATURES



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



|         |  | BAY BANKS OF VIRGINIA, INC. (Registrant)                                                                            
|-------- |  | --------------------------------------------------------------------------------------------------------------------
|        
|05/27/03 |  | /s/ AUSTIN L. ROBERTS, IIIAustin L. Roberts, III President and Chief Executive Officer (principal executive officer)
|        
|05/27/03 |  | /s/ RICHARD C. ABBOTTRichard C. Abbott Treasurer (principal financial
officer)                                      



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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Section 302 Certification



I, Austin L. Roberts, III, certify that:



1.    I have reviewed this quarterly
report on Form 10-Q/A of Bay Banks of Virginia, Inc.;



2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.    The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



(a)    designed such disclosure controls
and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being
prepared;



(b)    evaluated
the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and



(c)    presented in this quarterly report
our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.    The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to
the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



(a)    all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and



(b)    any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal controls; and



6.    The registrants other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



|/s/ AUSTIN L. ROBERTS, IIIAustin L. Roberts, III President and Chief Executive Officer |  | Dated: May 27, 2003
|-------------------------------------------------------------------------------------- |  | -------------------



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CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification



I, Richard C. Abbott, certify that:



1.    I have reviewed this quarterly report on Form 10-Q/A of Bay Banks of Virginia, Inc.;



2.    Based on my knowledge, this
quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;



3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4.    The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:



(a)    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;



(b)    evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and



(c)    presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5.    The registrants other
certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



(a)    all significant deficiencies in the
design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal
controls; and



(b)    any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and



6.    The registrants other certifying officers and I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies
and material weaknesses.



|/s/ RICHARD C. ABBOTTRichard C. Abbott Treasurer |  | Dated: May 27, 2003
|------------------------------------------------ |  | -------------------