UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

Amendment No. 1 to Form 10-Q







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

FOR THE QUARTERLY PERIOD ENDED March 31, 2008



| ̈ | TRANSITION REPORT PURSUANT TO 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 REGISTRANT AS SPECIFIED IN ITS CHARTER)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|VIRGINIA                                                       |  | 54-1838100                          
|(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | (I.R.S. EMPLOYER IDENTIFICATION NO.)

100 SOUTH MAIN STREET, KILMARNOCK, VA 22482

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(804) 435-1171

(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)





Indicate by check mark 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     ̈  no

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



|                           |  |                             
|-------------------------- |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈        
|Non-accelerated filer   ̈   |  | Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).     ̈  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:

2,367,924 shares of common stock on May 1, 2008









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EXPLANATORY NOTE

This Amendment No. 1 to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 is being filed to correct the error on the Consolidated Statements of Changes in
Shareholders Equity (page 5). The total comprehensive income originally reported was $640,182 and is hereby corrected to show $699,944.

Except as described above, no other changes have been made to the original filing and this Form 10-Q/A does not amend, update or change the financial statements or any other items or disclosures in the original
filing.



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CONSOLIDATED STATEMENTS OF CHANGES

IN SHAREHOLDERS EQUITY



|                                                                                                          |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|--------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ------------------------ | - | --------- | ---------------- |  | - | ------------------------------------------ | - |  | ------------------------ | -------- | - |  | - | ---------- | -
|                                                                                                          |  | CommonStock |            |   | AdditionalPaid-inCapital |   |           | RetainedEarnings |  |   | AccumulatedOtherComprehensiveIncome (Loss) |   |  | TotalShareholdersEquity |         
|Balance at January 1, 2007                                                                                |  | $           | 11,873,633 |   |                          | $ | 4,722,592 |                  |  | $ | 10,726,121                                 |   |  | $                        | (954,462 | ) |  | $ | 26,367,884 |  
|Comprehensive Income:                                                                                     |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Net Income                                                                                                |  |             |           |   |                          |   |          |                  |  |   | 378,926                                    |   |  |                          |         |   |  |   | 378,926    |  
|Changes in unrealized holding gains on securities arising during the period, net of taxes of $183         |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          | 356      |   |  |   | 356        |  
|                                                                                                          |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Total comprehensive income                                                                                |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   | 379,282    |  
|Cash dividends paid  $0.165 per share                                                                    |  |             |           |   |                          |   |          |                  |  |   | (390,675                                   | ) |  |                          |         |   |  |   | (390,675   | )
|Stock repurchases                                                                                         |  |             | (20,000    | ) |                          |   | (39,266   | )                |  |   |                                           |   |  |                          |         |   |  |   | (59,266    | )
|Stock-based compensation                                                                                  |  |             |            |   |                          |   | 9,168     |                  |  |   |                                            |   |  |                          |          |   |  |   | 9,168      |  
|                                                                                                          |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Balance at March 31, 2007                                                                                 |  | $           | 11,853,633 |   |                          | $ | 4,692,494 |                  |  | $ | 10,714,372                                 |   |  | $                        | (954,106 | ) |  | $ | 26,306,393 |  
|                                                                                                          |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Balance at January 1, 2008                                                                                |  | $           | 11,819,583 |   |                          | $ | 4,643,827 |                  |  | $ | 10,959,793                                 |   |  | $                        | (350,340 | ) |  | $ | 27,072,863 |  
|Comprehensive Income:                                                                                     |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Net Income                                                                                                |  |             |           |   |                          |   |          |                  |  |   | 485,613                                    |   |  |                          |         |   |  |   | 485,613    |  
|Changes in unrealized holding gains on securities arising during the period, net of taxes of $114,807     |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          | 222,858  |   |  |   | 222,858    |  
|Reclassification adjustment for securities gains included in net income, net of taxes of ($4,393)         |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          | (8,527   | ) |  |   | (8,527     | )
|                                                                                                          |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Total comprehensive income                                                                                |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   | 699,944    |  
|Effects of changing the pension plan measurement date pursuant to FAS158, net of tax benefit of ($17,731) |  |             |            |   |                          |   |           |                  |  |   | (34,419                                    | ) |  |                          |          |   |  |   | (34,419    | )
|Cash dividends paid  $0.17 per share                                                                     |  |             |           |   |                          |   |          |                  |  |   | (401,533                                   | ) |  |                          |         |   |  |   | (401,533   | )
|Stock repurchases                                                                                         |  |             | (8,000     | ) |                          |   | (12,770   | )                |  |   |                                           |   |  |                          |         |   |  |   | (20,770    | )
|Stock-based compensation                                                                                  |  |             |            |   |                          |   | 7,184     |                  |  |   |                                            |   |  |                          |          |   |  |   | 7,184      |  
|Sale of common stock:                                                                                     |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Dividends Reinvested                                                                                      |  |             | 30,035     |   |                          |   | 47,442    |                  |  |   |                                           |   |  |                          |         |   |  |   | 77,477     |  
|                                                                                                          |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  
|Balance at March 31, 2008                                                                                 |  | $           | 11,841,618 |   |                          | $ | 4,685,683 |                  |  | $ | 11,009,454                                 |   |  | $                        | (136,009 | ) |  | $ | 27,400,746 |  
|                                                                                                          |  |             |            |   |                          |   |           |                  |  |   |                                            |   |  |                          |          |   |  |   |            |  

See Notes to Consolidated Financial Statements.



5



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this amendment to the report to be signed on its behalf by the undersigned thereunto duly authorized, on the 13thday of May, 2008.



|                                      |  |                           
|------------------------------------- |  | --------------------------
|Bay Banks of Virginia, Inc.          
|(Registrant)                         
|                                      | 
|By:                                   |  | /s/ Austin L. Roberts, III
|Austin L. Roberts, III               
|President and Chief Executive Officer
|(Principal Executive Officer)        
|                                      | 
|By:                                   |  | /s/ Deborah M. Evans      
|Deborah M. Evans                     
|Treasurer                            
|(Principal Financial Officer)