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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 1 to Form 10-K



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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

Commission file no: 0-22955



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BAY BANKS OF
VIRGINIA, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|VIRGINIA                                                       |  | 54-1838100                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                            |  |           
|------------------------------------------- |  | ----------
|100 SOUTH MAIN STREET, KILMARNOCK, VIRGINIA |  | 22482     
|(Address of principal executive offices)    |  | (Zip Code)

Registrants telephone number, including area code: 804.435.1171



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Securities registered under
Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock ($5.00 Par Value)

(Title of Class)



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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES ̈NO  x

Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.    YES ̈NO  x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated
filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES ̈NO  x

The aggregate market value of voting stock held by non-affiliates of
the registrant at June 30, 2006, based on the closing sale price of the registrants common stock on June 29, 2006, was $34,968,223.

The
number of shares outstanding of the registrants common stock as of March 22, 2007 was 2,370,727.

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the registrants definitive Proxy Statement for its Annual Meeting of Shareholders to be held on

May 21, 2007 are incorporated by reference into Part III of this Form 10-K.



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EXPLANATORY NOTE

This Amendment No. 1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2006 is being filed to correct errors on the signature page (page 54). The year originally stated was
2006 and is hereby corrected to state 2007. The signature for Weston F. Conley, Jr. is hereby corrected and replaced by the signature for Walter C. Ayers.

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



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 9th day of April, 2007.

Bay Banks of Virginia, Inc.

(registrant)



|    |  |                                      
|--- |  | -------------------------------------
|By: |  | /s/ Austin L. Roberts, III           
|    |  | Austin L. Roberts, III,              
|    |  | President and Chief Executive Officer
|    |  | (Principal Executive Officer)