U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



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 June 30, 2004



[   ] 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:  0-24159



CITIZENS BANCORP OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in its Charter)





|Virginia
(State or Other Jurisdiction of
Incorporation or Organization)       | 54-0169450
(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------------- | -----------------------------------------------
|126 South Main Street
Blackstone, VA
(Address of Principal Executive Offices) | 23824
(Zip Code)                               



434-292-7221

(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.

|Yes | X |  | No | 
|--- | - |  | -- | 



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

|Yes |  |  | No | X
|--- |  |  | -- | -



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



2,446,500 shares of common stock, par value of $.50 per share,

outstanding as of  August 3, 2004





---





CITIZENS BANCORP OF VIRGINIA, INC.



INDEX



Part I.   Financial Information

Page No.



Item 1.       Financial Statements



Consolidated Balance Sheets

3



Consolidated Statements of Income

4



Consolidated Statements of Changes in Stockholders Equity

5



Consolidated Statements of Cash Flows

6



Notes to Interim Consolidated Financial Statements

7



Item 2.       Managements Discussion and Analysis of Financial

Condition and Results of Operations

10



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

13



Item 4.   Controls and Procedures

13





Part II.    Other Information



Item 1.  Legal Proceedings

13



Item 2.   Change in Securities, Use of Proceeds and Issuer Purchases     
                              of Equity Securities

14

Item 3.   Defaults upon Senior Securities

14



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

14



Item 5.   Other Information

15



Item 6.   Exhibits and Reports on Form 8-K

15



Signatures

16

2



---

Part I  Financial Information





Item 1.  Financial Statements



CITIZENS BANCORP OF VIRGINIA, INC. AND SUBSIDIARY

Consolidated Balance Sheets

(Dollars in thousands, except share data)



|                                                             | June 30,          |  | December 31,     
|------------------------------------------------------------ | ----------------- |  | -----------------
|                                                             | 2004              |  | 2003             
|Assets                                                       | (Unaudited)       |  |                  
|                                                             |                   |  |                  
|Cash and due from banks                                      | $          9,192  |  | $         7,309  
|Interest-bearing deposits in banks                           | 961               |  | 763              
|Federal funds sold                                           | 9,156             |  | 12,156           
|Securities available for sale, at fair market value          | 51,479            |  | 60,317           
|Restricted securities                                        | 1,196             |  | 1,369            
|Loans, net of allowance for loan losses of $2,100            |                   |  |                  
|and $2,371                                                   | 184,705           |  | 173,075          
|Premises and equipment, net                                  | 6,045             |  | 5,372            
|Accrued interest receivable                                  | 1,612             |  | 1,458            
|Other assets                                                 | 8,102             |  | 7,554            
|                                                             |                   |  |                  
|Total assets                                                 | $       272,448   |  | $       269,373  
|                                                             |                   |  |                  
|Liabilities and Stockholders' Equity                         |                   |  |                  
|                                                             |                   |  |                  
|Liabilities                                                  |                   |  |                  
|Deposits:                                                    |                   |  |                  
|Noninterest-bearing                                          | $         34,046  |  | $         32,428 
|Interest-bearing                                             | 204,853           |  | 203,993          
|Total deposits                                               | $       238,899   |  | $       236,421  
|Accrued interest payable                                     | 699               |  | 724              
|Accrued expenses and other liabilities                       | 1,184             |  | 153              
|Total liabilities                                            | $       240,782   |  | $       237,298  
|                                                             |                   |  |                  
|Commitments and Contingencies                                |                   |  |                  
|                                                             |                   |  |                  
|Stockholders' Equity                                         |                   |  |                  
|Preferred stock, $.50 par value; authorized 1,000,000 shares |                   | 
|none outstanding                                             | - -               |  | - -              
|Common stock, $0.50 par value; authorized 2,500,000 shares;  |                   | 
|issued and outstanding, 2,446,500 and 2,448,000              | $           1,223 |  | $           1,224
|Additional paid-in capital                                   | 164               |  | 193              
|Retained earnings                                            | 31,094            |  | 30,620           
|Accumulated other comprehensive income (loss), net           | (815)             |  | 38               
|Total stockholders' equity                                   | $         31,666  |  | $         32,075 
|                                                             |                   |  |                  
|Total liabilities and stockholders' equity                   | $       272,448   |  | $       269,373  
|                                                             |                   |  |                  
|See accompanying notes to interim financial statements.      |                   | 

3



---

CITIZENS BANCORP OF VIRGINIA, INC. AND SUBSIDIARY

Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except per share data)



|                                             | Six Months Ended June 30, |                       | Three Months Ended June 30,
|-------------------------------------------- | ------------------------- | --------------------- | ---------------------------
|                                             | 2004                      | 2003                  |                            
|Interest and Dividend Income                 |                           |                       |                            
|Loans, including fees                        | $      5,422              | $              5,853  |                            
|Investment Securities:                       |                           |                       |                            
|Taxable                                      | 723                       | 992                   |                            
|Exempt from federal income taxes             | 363                       | 299                   |                            
|Dividends                                    | 24                        | 29                    |                            
|Federal funds sold                           | 43                        | 87                    |                            
|Other                                        | 5                         | 63                    |                            
|                                             |                           |                       |                            
|Total interest and dividend income           | $      6,580              | $              7,323  |                            
|                                             |                           |                       |                            
|Interest Expense                             |                           |                       |                            
|Deposits                                     | $      1,764              | $              2,386  |                            
|Total interest expense                       | $      1,764              | $              2,386  |                            
|Net interest income                          | $      4,816              | $              4,937  |                            
|Provision for loan losses                    | 25                        | 250                   |                            
|                                             |                           |                       |                            
|Net interest income after provision          |                           |                       |                            
|for loan losses                              | $      4,791              | $              4,687  |                            
|                                             |                           |                       |                            
|Noninterest Income                           |                           |                       |                            
|Service charges on deposit accounts          | $         481             | $                 385 |                            
|Net gain on sales and calls of securities    | 91                        | 66                    |                            
|Net gain  on sale of other real estate owned | -                         | 144                   |                            
|Income from bank-owned life insurance        | 133                       | 73                    |                            
|Other operating income                       | 179                       | 67                    |                            
|Total noninterest income                     | $         884             | $                 735 |                            
|                                             |                           |                       |                            
|Noninterest Expenses                         |                           |                       |                            
|Salaries and employee benefits               | $      2,231              | $              2,021  |                            
|Net occupancy expense of premises            | 150                       | 147                   |                            
|Equipment expense                            | 402                       | 250                   |                            
|Other                                        | 1,033                     | 1,000                 |                            
|Total noninterest expense                    | $      3,816              | $              3,418  |                            
|                                             |                           |                       |                            
|Income before income taxes                   | $      1,859              | $              2,004  |                            
|                                             |                           |                       |                            
|Provision for income taxes                   | 382                       | 552                   |                            
|                                             |                           |                       |                            
|Net income                                   | $      1,477              | $              1,452  |                            
|                                             |                           |                       |                            
|Earnings per share, basic and diluted        | $0.60                     | $0.59                 |                            





See accompanying Notes to Interim Financial Statements.

4



---



|CITIZENS BANCORP OF VIRGINIA, INC. AND SUBSIDIARY            
|-------------------------------------------------------------
|                                                             
|Consolidated Statements of Changes in Stockholders' Equity   
|For the  Six Months Ended June 30,  2004 and 2003
(Unaudited)
|                                                             
|                                                             
|                                                             
|(Dollars in thousands)                                       
|                                                             
|                                                             
|                                                             
|Balance at December 31, 2002                                 
|Comprehensive income:                                        
|Net income                                                   
|Other comprehensive income:                                  
|Unrealized gains on securities available                     
|for sale, net of deferred taxes                              
|Total comprehensive income                                   
|Cash dividends                                               
|Balance at June 30, 2003                                     
|                                                             
|Balance at December 31, 2003                                 
|Comprehensive income:                                        
|Net income                                                   
|Other comprehensive income:                                  
|Unrealized (losses) on securities available                  
|for sale, net of deferred taxes                              
|Total comprehensive income                                   
|Shares repurchased                                           
|Cash dividends                                               
|                                                             
|Balance at  June 30, 2004                                    



See accompanying Notes to Interim Financial Statements.

5



---

|CITIZENS BANCORP OF VIRGINIA, INC. AND SUBSIDIARY            
|-------------------------------------------------------------
|                                                             
|Consolidated Statements of Cash Flows                        
|(Dollars in Thousands)                                       
|(Unaudited)                                                  
|                                                             
|                                                             
|                                                             
|Cash Flows from Operating Activities                         
|Net income                                                   
|Adjustments to reconcile net income to net cash              
|provided by (used in) operating activities:                  
|Depreciation                                                 
|Provision for loan losses                                    
|Net gain on sales and calls of securities                    
|Net amortization of securities                               
|Changes in assets and liabilities:                           
|(Increase) in other assets                                   
|Increase (decrease) in accrued expenses and other liabilities
|Net cash provided by (used in) operating activities          
|                                                             
|Cash Flows from Investing Activities                         
|Activity in available for sale securities:                   
|Sales and calls                                              
|Maturities and prepayments                                   
|Purchases                                                    
|(Purchase) redemption of restricted securities               
|Net (increase) in loans                                      
|Purchases of land, premises and equipment                    
|Net cash provided by (used in) investing activities          
|                                                             
|Cash Flows from Financing Activities                         
|Net increase (decrease) in deposits                          
|Repurchase of common stock                                   
|Dividends paid                                               
|Net cash provided by (used in) financing activities          
|                                                             
|Net (decrease) in cash and cash equivalents                  
|                                                             
|Cash and Cash Equivalents                                    
|Beginning of period                                          
|                                                             
|End of period                                                
|                                                             
|Supplemental Disclosures of Cash Flow Information            
|Cash paid during the year for:                               
|Interest                                                     
|Income taxes                                                 
|Supplemental Disclosures of Noncash Investing                
|and Financing Activities                                     
|Unrealized gains (losses) on securities available for sale   
|                                                             
|See accompanying Notes to Interim Financial Statements.      



6



---

CITIZENS BANCORP OF VIRGINIA, INC. AND SUBSIDIARY

Notes to Interim Consolidated Financial Statements

(Unaudited)







Note 1.

General



| | The Consolidated Balance Sheets as of June 30, 2004 and December 31, 2003 and the Consolidated Statements of Income, Changes in Stockholders Equity and Cash Flows for the three month and six-month periods ended June 30, 2004 and 2003, prepared in accordance with instructions for Form 10-Q, do not include all of the information and footnotes required by accounting principles (GAAP) generally accepted in the United States of America for complete financial statements. However, in the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of June 30, 2004.  The statements
should be read in conjunction with the Notes to Consolidated Financial Statements included in the Citizens Bancorp of Virginia, Inc. Annual Report on
Form 10-KSB for the year ended December 31, 2003. The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of the results to be expected for the full year.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Citizens Bancorp of Virginia, Inc. (Company) is a one-bank holding company formed on December 18, 2003.  The Company is the sole shareholder of its only subsidiary, Citizens Bank and Trust Company (Bank).  The Bank conducts and transacts the general business of a commercial bank as authorized by the Banking laws of the Commonwealth of Virginia and the rules and regulations of the Federal Reserve System.   The Bank was incorporated in 1873 under the laws of Virginia.  Deposits are insured by the Federal Deposit Insurance Corporation.  As of June 30, 2004, there were 112 full-time employees on the payroll.  The main office of the Bank is located in Blackstone, Virginia, and all branch offices are located in Virginia.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Note 2.

Securities



Securities available for sale are summarized below:



|                       | June 30, 2004
|---------------------- | -------------
|(Dollars in thousands) |              
|                       | Amortized    
|                       | Cost         
|U.S. Government        |              
|and federal agency     | $      20,690
|State and municipal    | 17,284       
|Mortgage-backed        | 9,238        
|Corporate              | 5,251        
|Other                  | 250          
|                       | $      52,713
|                       |              



7



---



|(Dollars in thousands) | December 31, 2003
|---------------------- | -----------------
|                       |                  
|                       | Amortized        
|                       | Cost             
|U.S. Government        |                  
|and federal agency     | $       17,987   
|State and municipal    | 19,173           
|Mortgage-backed        | 17,317           
|Corporate              | 5,782            
|Other                  | - -              
|                       | $       60,259   
|                       |                  



Note  3.

Loans



The loan portfolio is composed of the following:



|(Dollars in thousands)           | June 30,
2004  |  | December 31,  2003
|-------------------------------- | -------------- |  | ------------------
|Mortgage loans on real estate:   |                |  |                   
|Commercial                       | $       39,009 |  | $       39,028    
|Residential 1-4 family           | 91,181         |  | 87,579            
|Construction                     | 9,305          |  | 5,040             
|Commercial                       | 27,983         |  | 24,492            
|Consumer installment             | 19,327         |  | 19,307            
|Total loans                      | $     186,805  |  | $     175,446     
|Less:  allowance for loan losses | 2,100          |  | 2,371             
|Loans, net                       | $     184,705  |  | $     173,075     



The Company has $2.1 million in non-performing loans at June 30, 2004.



Note 4.

Allowance for Loan Losses



The following is a summary of transactions in the allowance for loan losses:



|(Dollars in thousands)                     | June 30,
2004   |  | December 31,    2003
|------------------------------------------ | --------------- |  | --------------------
|Balance, beginning                         | $         2,371 |  | $         2,925     
|Provision for loan losses                  | 25              |  | 250                 
|Loans charged off                          | (363)           |  | (918)               
|Recoveries of loans previously charged off | 67              |  | 114                 
|Balance, ending                            | $         2,100 |  | $         2,371     



8



---

Note 5.

Earnings Per Share



The weighted average number of shares used in computing earnings per share was 2,447,835 shares for the six months ended June 30, 2004 and 2,448,000 for the six months ended June 30, 2003.  For the three months ended June 30, 2004 and 2003, the weighted average number of shares was 2,447,670 and 2,448,000 respectively.



Note 6.

Defined Benefit Pension Plan



Components of Net Periodic Benefit Cost



Six months ended June 30, 2004 and 2003



|(Dollars in thousands)                                                                                                                                                                                                        |  | Pension Benefits |  |      | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ---- | 
|                                                                                                                                                                                                                              |  | 2004             |  | 2003 | 
|                                                                                                                                                                                                                              |  |                  |  |      | 
|Service cost                                                                                                                                                                                                                  |  | 106              |  | 77   | 
|Interest cost                                                                                                                                                                                                                 |  | 78               |  | 78   | 
|Expected return on plan assets                                                                                                                                                                                                |  | (82)             |  | (81) | 
|Amortization of prior service cost                                                                                                                                                                                            |  | (48)             |  | (48) | 
|Amortization of net actuarial loss                                                                                                                                                                                            |  | 47               |  | 43   | 
|Net periodic benefit cost                                                                                                                                                                                                     |  | 101              |  | 69   | 
|                                                                                                                                                                                                                              |  |                  |  |      | 
|The company previously disclosed in its financial statements for the year ended December 31, 2003 that it expected to contribute $156,000 to its pension plan in 2004.  As of June 30, 2004, no contributions have been made.



Note 7.

Recent Accounting Pronouncements



There have been no new accounting pronouncements since December 31, 2003 that impacted the Company.



9



---

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion provides information about the major components of the results of operations and financial condition, liquidity, and capital resources of the Company.  This discussion and analysis should be read in conjunction with the Companys Consolidated Financial Statements and Notes to the Consolidated Financial Statements.



Critical Accounting Policies



General



The  financial  condition  and results of  operations  presented in the Financial  Statements,  accompanying  Notes  to  the  Financial  Statements and  management's  discussion and analysis are, to a large degree,   dependent  upon  the  accounting  policies  of Citizens Bancorp of Virginia, Inc. (the Company).  The selection and application of these accounting policies involve judgments, estimates, and uncertainties that are susceptible to change.



Presented below is a discussion of those accounting policies that management believes are the most important (Critical Accounting Policies) to the portrayal and understanding of the Companys financial condition and results of operations.   These Critical Accounting Policies require management's most difficult, subjective and complex judgments about matters that are inherently uncertain.  In the event that different assumptions or conditions were to prevail,  and depending  upon the severity of such changes,  the  possibility of a materially different  financial  condition  or  results  of  operations  is  a reasonable  likelihood.



Allowance for Loan Losses



The Company monitors and maintains an allowance for loan losses to absorb an estimate of probable losses inherent in the loan portfolio.  The Company maintains policies and procedures that address the systems of controls  over  the  following  areas  of  maintenance  of  the  allowance:  the systematic  methodology used to determine the appropriate level of the allowance to  provide  assurance they are  maintained  in  accordance  with  accounting principles  generally  accepted in the United States of America;  the accounting policies for loan charge-offs and recoveries;  the assessment and measurement of impairment in the loan portfolio; and the loan grading system.



The Company evaluates various loans individually for impairment as required by Statement of Financial   Accounting Standards (SFAS) No.  114, Accounting by Creditors for Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures.  Loans evaluated individually for impairment include non-performing loans, such as loans on non-accrual, loans past due by 90 days or more, restructured loans and other loans selected by management.  The evaluations are based upon discounted expected cash flows or collateral valuations. If the evaluation shows that a loan is individually impaired, then a specific reserve is established for the amount of impairment. If a loan evaluated individually is not impaired, then the loan is assessed for
impairment under SFAS No. 5, Accounting for Contingencies, with a group of loans that have similar characteristics.



For
 loans without individual measures of impairment, the Company makes estimates of losses for groups of loans
 as required by SFAS No. 5. Loans are grouped by similar characteristics, including the type of loan, the
assigned loan grade and the general collateral type.  A loss rate  reflecting  the  
expected  loss inherent in a group of loans is derived  based upon  estimates of default
 rates for a given loan grade,  the  predominant  collateral type for the group and
 the terms of the loan.  The  resulting  estimate  of losses  for groups of loans
 are adjusted  for  relevant  environmental  factors  and  other  conditions  of  the portfolio of loans,
 including:  borrower and industry concentrations; levels and  trends in delinquencies,  charge-offs  and  recoveries;  changes in underwriting  standards and risk  selection;  level
of  experience,  ability and depth of lending management; and national and local economic conditions.



The amount of estimated impairment for individually evaluated loans and groups of loans is added together for a total estimate of loans losses.  This estimate of losses is compared to the allowance for loan  losses of the
 Company as of the evaluation date and, if the estimate of losses is
 greater than the allowance, an additional provision to the allowance would be made. If the estimate
 of losses is less than the allowance, the degree to which the allowance exceeds the estimate is evaluated
to determine whether the allowance falls outside a range of estimates. If the estimate of losses is below
the range of reasonable estimates, the allowance would be reduced by way of a credit to the provision for
 loan losses.  The Company recognizes the inherent imprecision in estimates of losses due to various
  uncertainties and variability related to the  factors  used,  and  therefore  a  reasonable  range  around
 the estimate of losses is derived and used to ascertain whether the allowance is too high.  If  different  assumptions  or  conditions  were  to  prevail  and  it is determined  that the  allowance  is not  adequate to absorb the new  estimate of probable  losses,  an additional  provision for loan losses would be made, which amount may be material to the Financial Statements.



10



---

OVERVIEW AND FINANCIAL CONDITION



The Company reported net income and earnings per share for the six months ended June 30, 2004 of $1.48 million and $.60 per share compared to $1.45 million or $.59 per share for the first six months of 2003.  Annualized returns on average assets and equity for the six months ended June 30, 2004 were 1.10% and 9.18% respectively compared to 1.09% and 9.04% for the same period in 2003.



Total assets for the Company increased to $272.4 million at June 30, 2004 compared to $269.3 million at December 31, 2003, representing an increase of $3.1 million or 1.2%. The Company competes aggressively for loans in its market areas.  As a result, total loans at June 30, 2004 were $186.8 million, an increase of $11.4 million from December 31, 2003 balance of $175.4 million. In addition, net loans as a percent of total assets were 67.8% at June 30, 2004, as compared to 64.3% at December 31, 2003.



The securities portfolio was a primary source of funds for increased loan demand. The portfolio decreased $8.8 million from $60.3 million at December 31, 2003 to $51.5 million at June 30, 2004, a decrease of 14.6%.   Another source of liquidity used was Federal Funds sold.   On June 30, 2004, Fed Funds were $9.2 million, compared to $12.2 million at December 31, 2003.



Total deposits of $238.9 million at June 30, 2004 represented an increase of $2.5 million or 1.1% from $236.4 million at December 31, 2003. It has been the Companys position to allow higher rate Certificates of Deposits to flow out of the Company or into other products.  As a result, total Certificates of Deposits at June 30, 2004 were $124.5 million, down $1.5 million, or 1.2%, from December 31, 2003.  The deposit shift experienced during the six months ended June 30, 2004 was primarily offset by an increase in interest-bearing checking and savings accounts of $2.4 million combined with an increase in non-interest bearing deposits of $1.6 million.



Stockholders equity was $31.7 million at June 30, 2004.  This amount represents a decrease of 1.2% from the December 31, 2003 balance of $32.1 million.  The book value per common share was $12.94 at June 30, 2004 compared to $13.10 at December 31, 2003.  This decrease is explained by the unrealized holding loss on available for sale securities and the Companys transition from semi-annual to quarterly dividends.



Financial Accounting Standards Board Pronouncement No. 115 requires the Company to show the effect of market changes in the value of securities available for sale. The effect of the change in market value of securities, net of income taxes, is reflected in a line titled Accumulated other comprehensive income (loss), in the Shareholders Equity section of the Balance Sheet and was ($815,000) at June 30, 2004, a decrease of $853,000 from December 31, 2003. The decrease in the equity effect of the change in the value of securities in the six months ended June 30, 2004 compared to the period ended December 31, 2003 results primarily from depreciation caused by an  increase in market interest rates in the period ended June 30, 2004.



Net Interest Income



Net interest income is the Companys primary source of earnings and represents the difference between interest and fees earned on loans and other earning assets and the interest expense paid on deposits and other interest bearing liabilities.  Net interest income totaled $4.8 million for the six months ended June 30, 2004 compared to $4.9 million for the same period in 2003.  The decrease is largely due to a decline in the yield on loans as rates remained low offset by the decline in interest rates on deposits for the same period.  Two major components of net interest income are interest income on loans and interest expense on deposits. Interest income on loans decreased $431,000, while interest expense on deposits decreased $622,000. The remaining impact comes from interest income on the investment portfolio and fed funds position which decreased $312,000 for the same period.



11



---



Non-interest Income



Non-interest income increased 20.3% to $884,000 for the first six months of 2004 compared to $735,000 for the same period in 2003. The Company realized $91,000 in net gains on investment sales for the six months ended June 30, 2004 along with $133,000 in income from Bank Owned Life Insurance and $36,000 in dividends from Title Company compared to $66,000, $73,000 and $0 respectively for the six months ended June 30, 2003.  Additionally, for the six months ended June 30, 2004, the company realized $0 in net gains on sale of OREO compared to $144,000 for the same period in 2003. Other increases in Non-Interest Income resulted from additional Fee Income.



Non-interest Expense



Non-interest expense includes employee-related costs, occupancy and equipment expense and other overhead.  Total non-interest expense was $3.8 million for the first six months of 2004 compared to $3.4 million for the same period in 2003, an increase of $400,000.  One component of Non-Interest Expense is Compensation and Benefits which increased $210,000 for the same period comparison.  Compensation increased as a result of increased salary expense attributed to additional employees in the operating and lending functions as well as additional staffing for branch expansion. Benefit Expense increased as a result of enhanced medical insurance benefits for the employees as well as an enhanced 401(k) plan and implementation of a deferred compensation executive benefit plan.



Equipment Expense increased $152,000 for the first six months of 2004 compared to the same period in 2003 as the Company updated its technology to improve services to its customers.



Allowance for Loan Losses



The allowance for loan losses at June 30, 2004 was $2.1 million compared to $2.4 million at December 31, 2003.  The allowance for loan losses was 1.12% of total loans outstanding at June 30, 2004 and 1.35% of loans outstanding at December 31, 2003.  After considering portfolio and economic conditions, delinquency trends, past loan loss experience, the volume of loans as well as other factors deserving recognition, management felt that the allowance for loan losses was adequate. Management also believes the allowance for loan losses is adequate to cover credit losses inherent in the loan portfolio at June 30, 2004.  Loans classified as loss, doubtful, substandard or special mention are adequately reserved for and are not expected to have a material impact beyond what has been reserved.



The Company has $2.1 million in non-performing loans at June 30, 2004 compared to $2.7 million at June 30, 2003, a decrease of $600,000 or 22.2%.





Liquidity



The Company maintains required liquidity positions through cash on hand, correspondent bank balances, investment in Federal Funds Sold, by maintaining its investment portfolio in Available for Sale status and through the availability of borrowing lines at the Federal Home Loan Bank of Atlanta and at its correspondent banks.  The Company monitors its liquidity position on a regular basis and continuously adjusts its assets to maintain adequate liquidity levels.  The Company has established satisfactory liquidity targets, monitors its liquidity position daily, and reports its liquidity ratios to the Board of Directors on a monthly basis. We consider our sources of liquidity to be ample to meet our estimated needs.



Capital Resources



Stockholders equity at June 30, 2004 and December 31, 2003 was $31.7 million and $32.1 million, respectively.  Total common shares outstanding at June 30, 2004 and June 30, 2003 were 2,446,500 and 2,448,000 respectively.



At June 30, 2004, the Companys Tier 1 and total risk-based capital ratios were 18.9% and 20.5%, respectively, compared to 19.6% and 20.9% at December 31, 2003.  The Companys leverage ratio was        11.9% at June 30, 2004 compared to 11.8% at December 31, 2003.  The Banks capital structure places it well above the regulatory guidelines, which affords the Company the opportunity to take advantage of business opportunities while ensuring that it has the resources to protect against risk inherent in its business.

12



---



Forward-Looking Statements



Certain
 information contained in this discussion may include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange
 Act of 1934, as amended.  These forward-looking statements are generally identified by phrases such
 as the Company expects, the Company believes or words of similar import.  
Such forward-looking statements involve known and unknown risks including, but not limited to, changes
 in general economic and business conditions, interest rate fluctuations, competition within and from
 outside the banking industry, new products and services in the banking industry, risk inherent in making
loans, such as repayment risks and fluctuating collateral values, problems with technology utilized by the
Company, changing trends in customer profiles and changes in laws and regulations
 applicable to the Company.  Although the Company believes that its expectations with respect to
 the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.





Item 3.

Quantitative and Qualitative Disclosures about Market Risk



Interest Rate Risk



In order to more closely measure interest sensitivity, the Company uses earnings simulation models on a quarterly basis.  These models utilize the Companys financial data and various management assumptions as to growth and earnings to forecast a base level of net interest income and earnings over a one-year period.  This base level of earnings is then shocked assuming a sudden increase or decrease in interest rates.



There have been no changes that would significantly alter the results disclosed as of December 31, 2003. For more information, see the Companys Annual Report on Form 10-KSB for the year ended December 31, 2003.





Item 4.

Controls and Procedures



Under the supervision and with the participation of our management, including our Chief Executive Officer and principal financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report.  Based on that evaluation, management
 has concluded that these controls and procedures are effective. There was no change in the Companys internal control over financial reporting that occurred during the six months ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.





Part II.  Other Information





Item 1.  Legal Proceedings.



None

13



---

Item 2.  Change in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.



Repurchase Plan Table

|                                       |                  |                 |                         |                          
|-------------------------------------- | ---------------- | --------------- | ----------------------- | -------------------------
|Issuer Purchases of Equity Securities1 |                  |                
|                                       |                  |                 |                         |                          
|                                       |                  |                 | Total Number of Shares  | Maximum Number of Shares 
|                                       | Total Number of  | Average Price   | Purchased as Part of    | That May Yet Be Purchased
|                                       | Shares Purchased | Paid Per Share  | Publicly Announced Plan | Under the Plan           
|                                       |                  |                 |                         |                          
|April 1-30, 2004                       | -                | -               | -                       | 122,400                  
|May 1-31, 2004                         | -                | -               | -                       | 122,400                  
|June 1-30, 2004                        | 1,500            | $            20 | 1,500                   | 120,900                  
|TOTAL                                  | 1,500            | $            20 | 1,500                   | 120,900                  
|                                       |                  |                 |                         |                          

__________________1  On April 21, 2004, the Companys Board of Directors authorized a stock repurchase plan to repurchase up to 122,400 shares of the
 Companys common stock.  The stock repurchase plan does not have a set expiration date.

Item 3.  Defaults upon Senior Securities



None



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



The annual meeting of the stockholders was held May 19, 2004.  The Bank had 2,448,000 shares outstanding and eligible to vote at the annual meeting.  Each director received a minimum of 2,023,677 votes or 83.08% our outstanding shares entitled to vote. The following directors were elected by the stockholders at the annual meeting:



|Nominees              | Votes Received by Each Nominee | Votes Withheld for Each Nominee
|--------------------- | ------------------------------ | -------------------------------
|                      |                                |                                
|Irving J. Arnold      | 2,099,926                      | 44,150                         
|William D. Coleburn   | 2,037,136                      | 106,940                        
|Joseph M. H. Irby     | 2,134,576                      | 9,500                          
|Roy C. Jenkins, Jr.   | 2,096,187                      | 47,889                         
|Joseph F. Morrissette | 2,129,776                      | 14,300                         
|E. Walter Newman, Jr. | 2,023,677                      | 120,399                        
|Mark C. Riley         | 2,106,867                      | 37,209                         
|Jo Anne S. Webb       | 2,098,362                      | 45,714                         
|Samuel H. West        | 2,095,612                      | 48,464                         
|Jerome A. Wilson, III | 2,119,176                      | 24,900                         





Proposal to amend the Articles of Incorporation to terminate shareholders pre-emptive rights:



FOR   1,773,979                  AGAINST   301,272                      ABSTAIN   68,825                     BROKER NON-VOTES   43,262



Proposal to amend the Articles of Incorporation to increase the number of authorizes shares of common stock to 10,000,000 and to authorize 1,000,000 shares of preferred stock:



FOR   1,802,500                   AGAINST   326,800                      ABSTAIN   14,776                     BROKER NON-VOTES   43,262



Proposal to ratify the selection of Yount, Hyde & Barbour, P.C. as independent public accountants for the Company for the fiscal year 2004:



FOR   2,121,841                   AGAINST   11,350                        ABSTAIN   10,885

14



---



Item 5.  Other Information.



None



Item 6.

Exhibits and Reports on Form 8-K.



a)

Exhibit 31

Rule 13a-14(a) Certification of Principal Executive Officer and Principal Financial Officer



Exhibit 32

Statement of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. ss.1350



b)

Reports on Form 8-K





On April 22, 2004, the Company furnished a current report on Form 8-K dated April 16, 2004 to report, under Item 12, and attach as an exhibit and incorporate by reference, a press release that reported the Companys financial results for the quarter ended March 31, 2004.

15



---



SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



CITIZENS BANCORP OF VIRGINIA, INC.



(Registrant)





Date:  August 16, 2004

/s/ Mark C. Riley



Mark C. Riley

President and Chief Executive Officer







---

EXHIBIT INDEX



Exhibit Number

Description



31

Rule 13a-14(a) Certification of Principal Executive Officer and Principal Financial Officer



32

Statement of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. ss.1350