SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549





FORM 10-KSB/A

(Amendment No. 1)



ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



|For the fiscal year ended December 31, 2003 | Commission file number:  000-24002
|------------------------------------------- | ----------------------------------





CENTRAL VIRGINIA BANKSHARES, INC.



(Name of small business issuer in its charter)







|Virginia
(State or other jurisdiction of
incorporation or organization) | 54-1467806
(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------- | -----------------------------------------------



2036 New Dorset Road, Post Office Box 39, Powhatan, Virginia 23139-0039

(Address of principal executive offices) (Zip Code)



Issuers telephone number including area code:  (804) 403-2000



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

None



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

Common Stock, $1.25 par value



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [   ]



State issuers revenues for its most recent fiscal year: $21.5 Million



The aggregate market value of the Common Stock held by non-affiliates of the Registrant was approximately $54,264,235 computed by reference to the last sales price of $28.08 per share as of March 15, 2004, on The Nasdaq Stock MarketSM, as reported in published financial sources.



At March 15, 2004, there were 2,129,314 shares of the Registrants Common Stock outstanding.



Transitional Small Business Disclosure Format (check one)

Yes   No X



DOCUMENTS INCORPORATED BY REFERENCE



2003 Annual Report to Shareholders  Part II

Proxy Statement for the 2004 Annual Meeting of Shareholders  Part III



---





EXPLANATORY NOTE





This Amendment No. 1 on Form 10-KSB/A is being filed in accordance with Exchange Act Rule 12b-15 solely for the purpose of including a page (page 30) that was inadvertently omitted from the notes to the Registrants consolidated financial statements included in Part II, Item 7 of the Form 10-KSB filed on March 31, 2004.  Pursuant to Rule 12b-15, the Exhibit List included in Part III, Item 13 and the Exhibit Index also are amended to reflect the inclusion of an updated Consent from Mitchell, Wiggins & Company, LLP and updated certifications of certain executive officers. This Form 10-KSB/A does not reflect events occurring after the filing of the original Form 10-KSB or modify or update those disclosures affected by subsequent events.







---

Part II



ITEM 7.

FINANCIAL STATEMENTS



The following consolidated financial statements and independent auditors report thereon are filed as a part of this report following Item 14:



Independent Auditors Report;

Consolidated Balance Sheets as of December 31, 2003 and 2002;

Consolidated Statements of Income for the Years Ended December 31, 2003, 2002 and 2001;

Consolidated Statements of Stockholders Equity for the Years Ended December 31, 2003,

2002 and 2001;

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002, 2001; and

Notes to Consolidated Financial Statements.



---

Part III



ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K



(a)

Exhibits



The following documents are attached hereto or incorporated herein by reference as Exhibits:



3.1

Articles of Incorporation, including amendments thereto (incorporated herein by reference to Exhibit 2 to the Registrants Form 8-A filed with the SEC on May 2, 1994).

3.2

Bylaws (incorporated herein by reference to Exhibit 3 to the Registrants Form 8-A filed with the SEC on May 2, 1994).

4.1

Specimen of Registrants Common Stock Certificate (incorporated herein by reference to Exhibit 1 to the Registrants Form 8-A filed with the SEC on May 2, 1994).

14.1

Code of Ethics (filed previously).

21.1

Subsidiaries of the Registrant (filed previously).

23.1

Consent of Mitchell, Wiggins & Company, LLP (filed herewith).

31.1

Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith).

31.2

Rule 13a-14(a) Certification of Chief Financial Officer (filed herewith).

32.1

Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).



(b)

Reports on Form 8-K



No reports on Form 8-K were filed during the quarter ended December 31, 2003.



With the exception of the information herein expressly incorporated by reference, the 2004 Proxy Statement of the Registrant is not to be deemed filed as part of this Annual Report on Form 10-KSB.



---























CENTRAL VIRGINIA BANKSHARES, INC.



CONSOLIDATED FINANCIAL REPORT



DECEMBER 31, 2003



---

INDEPENDENT AUDITORS' REPORT





To the Board of Directors and Stockholders

Central Virginia Bankshares, Inc.

Powhatan, Virginia



We have audited the accompanying consolidated balance sheets of Central Virginia Bankshares, Inc., and subsidiary as of December 31, 2003 and 2002, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2003.  These financial statements are the responsibility of the Corporation's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well
 as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Central Virginia Bankshares, Inc., and subsidiary as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.













Richmond, Virginia

January 21, 2004











-1-



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|CENTRAL VIRGINIA BANKSHARES, INC.                     |                                              |                       
|----------------------------------------------------- | -------------------------------------------- | ----------------------
|                                                      |                                              |                       
|CONSOLIDATED BALANCE SHEETS                           |                                              |                       
|December 31, 2003 and 2002                            |                                              |                       
|                                                      |                                              |                       
|ASSETS                                                | 2003                                         | 2002                  
|Cash and due from banks                               | $     8,029,151                              | $     9,304,664       
|                                                      |                                              |                       
|Federal funds sold                                    | 5,000,000                                    | 7,542,000             
|                                                      |                                              |                       
|                                                      |                                              |                       
|                                                      |                                              |                       
|Securities available for sale (Note 3)                | 165,832,951                                  | 99,789,868            
|                                                      |                                              |                       
|Securities held to maturity (approximate market value |                                              |                       
|                                                      | 2003 $11,635,661; 2002 $13,499,461) (Note 3) | 11,152,337            
|                                                      |                                              |                       
|                                                      |                                              |                       
|Mortgage loans held for sale                          | 762,400                                      | 1,246,580             
|                                                      |                                              |                       
|Loans (Notes 4, 14, and 15)                           |                                              |                       
|                                                      | Commercial                                   | 29,807,926            
|                                                      | Real estate:                                 |                       
|                                                      |                                              | Mortgage              
|                                                      |                                              | Home equity           
|                                                      |                                              | Construction          
|                                                      | Bank cards                                   | 891,207               
|                                                      | Installment                                  | 10,292,040            
|                                                      |                                              | Less unearned discount
|                                                      |                                              |                       
|                                                      | Allowance for loan losses                    | (2,454,443)           
|                                                      |                                              |                       
|                                                      |                                              |                       
|Bank premises and equipment, net (Note 5)             | 5,050,090                                    | 5,036,663             
|Accrued interest receivable                           | 2,443,082                                    | 1,792,668             
|Other assets                                          | 11,514,768                                   | 7,982,205             
|                                                      | $ 365,834,702                                | $ 285,086,060         
|See Notes to Consolidated Financial Statements.       |                                              |                       



-2-



---



|LIABILITIES AND STOCKHOLDERS' EQUITY    | 2003                                                        | 2002                                   
|--------------------------------------- | ----------------------------------------------------------- | ---------------------------------------
|Liabilities                             |                                                             |                                        
|                                        | Deposits:                                                   |                                        
|                                        |                                                             | Demand deposits                        
|                                        |                                                             | Interest bearing demand deposits, MMDA 
|                                        |                                                             |                                        
|                                        |                                                             | Savings deposits                       
|                                        |                                                             | Time deposits:  (Note 7)               
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|                                        | Federal funds purchased and securities                      |                                        
|                                        |                                                             | sold under repurchase agreements       
|                                        | FHLB borrowings (Note 8)                                    | 26,000,000                             
|                                        | Long-term debt, capital trust preferred securities (Note 9) | 5,000,000                              
|                                        | Accrued interest payable                                    | 404,909                                
|                                        | Other liabilities                                           | 1,152,541                              
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|Commitments and Contingencies (Note 14) |                                                             |                                        
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|Stockholders' Equity                    |                                                             |                                        
|                                        | Common stock, $1.25 par value;                              |                                        
|                                        |                                                             | 6,000,000 shares authorized; 2,113,274 
|                                        |                                                             | and 2,059,197 shares issued and out-   
|                                        |                                                             | standing in 2003 and 2002, respectively
|                                        | Surplus                                                     | 6,886,930                              
|                                        | Retained earnings                                           | 17,393,695                             
|                                        | Accumulated other comprehensive                             |                                        
|                                        |                                                             | income                                 
|                                        |                                                             |                                        
|                                        |                                                             |                                        
|                                        |                                                             |                                        





-3-



---

|CENTRAL
        VIRGINIA BANKSHARES, INC.             |                                                            |                                            |                                                    
|----------------------------------------------------- | ---------------------------------------------------------- | ------------------------------------------ | ---------------------------------------------------
|                                                      |                                                            |                                            |                                                    
|CONSOLIDATED
        STATEMENTS OF INCOME             |                                                            |                                            |                                                    
|Years
        Ended December 31, 2003, 2002, and 2001 |                                                            |                                            |                                                    
|                                                      |                                                            |                                            |                                                    
|                                                      |                                                            |                                            |                                                    
|Interest
        income:                              |                                                            |                                            |                                                    
|                                                      | Interest and fees on loans                                 | $ 10,360,271                               | $ 10,875,799                                       
|                                                      | Interest on securities and federal funds sold:             |                                            |                                                    
|                                                      |                                                            | U.S. government agencies and corporations  | 3,440,100                                          
|                                                      |                                                            | U.S. Treasury securities                   | 130,798                                            
|                                                      |                                                            | States
        and political subdivisions  | 1,430,454                                          
|                                                      |                                                            | Corporate
        and other                | 3,150,632                                          
|                                                      |                                                            | Federal
        funds sold                 | 30,802                                             
|                                                      |                                                            |                                            |                                                    
|                                                      |                                                            |                                            |                                                    
|Interest
        expense:                             |                                                            |                                            |                                                    
|                                                      | Interest
        on deposits                               | 5,928,852                                  | 6,824,791                                          
|                                                      | Interest
        on borrowings:                            |                                            |                                                    
|                                                      |                                                            | Federal
        funds purchased and        |                                                    
|                                                      |                                                            |                                            | securities
        sold under repurchase agreements
|                                                      |                                                            | FHLB
        borrowings                    | 694,233                                            
|                                                      |                                                            | Capital
        trust preferred securities | 13,344                                             
|                                                      |                                                            | Note
        payable                       | -                                                  
|                                                      |                                                            |                                            |                                                    
|                                                      |                                                            |                                            |                                                    
|                                                      |                                                            |                                            | Net
        interest income                        
|                                                      |                                                            |                                            |                                                    
|Provision
        for loan losses (Note 4)            | 410,000                                                    | 440,000                                    | 288,000                                            
|                                                      |                                                            |                                            | Net
        interest income after                  
|                                                      |                                                            |                                            |                                                    
|Noninterest
        income:                           |                                                            |                                            |                                                    
|                                                      | Deposit
        fees and charges                           | 1,166,198                                  | 1,291,770                                          
|                                                      | Bank
        card fees                                     | 258,754                                    | 241,015                                            
|                                                      | Increase
        in cash surrender value of life insurance | 275,297                                    | 288,125                                            
|                                                      | Secondary
        mortgage market loan fees                | 353,317                                    | 279,498                                            
|                                                      | Investment
        and insurance commissions               | 458,715                                    | 174,578                                            
|                                                      | Realized
        gain on sales of securities               |                                            |                                                    
|                                                      |                                                            | available
        for sale                 | 287,688                                            
|                                                      | Other                                                      |                                            | 203,822                                            
|                                                      |                                                            |                                            |                                                    
|Noninterest
        expenses:                         |                                                            |                                            |                                                    
|                                                      | Salaries
        and wages                                 | 4,018,674                                  | 3,239,570                                          
|                                                      | Pensions
        and other employee benefits               | 1,311,799                                  | 1,088,910                                          
|                                                      | Occupancy
        expense                                  | 364,074                                    | 361,295                                            
|                                                      | Equipment
        depreciation                             | 632,500                                    | 591,389                                            
|                                                      | Equipment
        repairs and maintenance                  | 289,956                                    | 281,889                                            
|(Continued)                                          



-4-



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|CENTRAL
        VIRGINIA BANKSHARES, INC.               |                                                 |                         |                        
|------------------------------------------------------- | ----------------------------------------------- | ----------------------- | -----------------------
|                                                        |                                                 |                         |                        
|CONSOLIDATED
        STATEMENTS OF INCOME (Continued)   |                                                 |                        
|Years
        Ended December 31, 2003, 2002, and 2001   |                                                 |                         |                        
|                                                        |                                                 |                         |                        
|                                                        |                                                 |                         |                        
|Noninterest
        expenses (Continued):               |                                                 |                         |                        
|                                                        | Advertising
        and public relations        | 170,533                 | 159,529                
|                                                        | Federal
        insurance premiums              | 38,678                  | 35,862                 
|                                                        | Office
        supplies, telephone, and postage | 561,134                 | 474,088                
|                                                        | Taxes
        and licenses                      | 165,491                 | 150,591                
|                                                        | Legal
        and professional fees             | 146,992                 | 160,867                
|                                                        | Other
        operating expenses                | 1,434,628               | 1,287,821              
|                                                        |                                                 |                         |                        
|                                                        | Income
        before income taxes              | 5,350,688               | 4,136,477              
|                                                        |                                                 |                         |                        
|Income
        taxes (Note 11)                          | 1,436,923                                       | 1,131,313               | 747,429                
|                                                        |                                                 |                         |                        
|                                                        | Net
        income                              |                         | $
        3,913,765    
|                                                        |                                                 |                         |                        
|Basic
        earnings per share                        | $
                 1.88                         | $
                 1.46 | $
                 0.99
|                                                        |                                                 |                         |                        
|Diluted
        earnings per share                      | $
                 1.81                         | $
                 1.40 | $
                 0.99
|                                                        |                                                 |                         |                        
|                                                        |                                                 |                         |                        
|                                                        |                                                 |                         |                        
|See
        Notes to Consolidated Financial Statements. |                                                 |                         |                        

































-5-



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|CENTRAL VIRGINIA BANKSHARES, INC.               |                                                   |                                                     |                                                        |                                                     |              
|----------------------------------------------- | ------------------------------------------------- | --------------------------------------------------- | ------------------------------------------------------ | --------------------------------------------------- | -------------
|                                                |                                                   |                                                     |                                                        |                                                     |              
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |                                                   |                                                     |                                                        |                                                    
|Years Ended December 31, 2003, 2002, and 2001   |                                                   |                                                     |                                                        |                                                     |              
|                                                |                                                   |                                                     |                                                        |                                                     |              
|                                                |                                                   |                                                     |                                                        |                                                     |              
|                                                |                                                   |                                                     |                                                        |                                                     | Common       
|                                                |                                                   |                                                     |                                                        |                                                     | Stock        
|Balance, January 1, 2001                        | $  2,419,749                                      | $  4,433,755                                        | $  12,773,209                                          | $          (449,952)                                | $  19,176,761
|                                                | Comprehensive income:                             |                                                     |                                                        |                                                     |              
|                                                |                                                   | Net income                                          | -                                                      | -                                                   | 2,019,300    
|                                                |                                                   | Other comprehensive income, net of tax:             |                                                        |                                                     |              
|                                                |                                                   |                                                     | Unrealized holding gains arising during the period,    |                                                     |              
|                                                |                                                   |                                                     |                                                        | net of deferred income taxes of $179,284            | -            
|                                                |                                                   |                                                     | Less reclassification adjustment for gains included in |                                                     |              
|                                                |                                                   |                                                     |                                                        | net income, net of deferred income taxes of $9,676  | -            
|                                                |                                                   |                                                     | Total comprehensive income                             |                                                     |              
|                                                | Issuance of common stock:                         |                                                     |                                                        |                                                     |              
|                                                |                                                   | 13,430 shares pursuant to dividend                  |                                                        |                                                     |              
|                                                |                                                   |                                                     | reinvestment plan                                      | 16,788                                              | 139,458      
|                                                | Cash dividends declared, $.44 per share           | -                                                   | -                                                      | (854,020)                                           | -            
|Balance, December 31, 2001                      | 2,436,537                                         | 4,573,213                                           | 13,938,489                                             | (120,715)                                           | 20,827,524   
|                                                | Comprehensive income:                             |                                                     |                                                        |                                                     |              
|                                                |                                                   | Net income                                          | -                                                      | -                                                   | 3,005,164    
|                                                |                                                   | Other comprehensive income, net of tax:             |                                                        |                                                     |              
|                                                |                                                   |                                                     | Unrealized holding gains arising during the period,    |                                                     |              
|                                                |                                                   |                                                     |                                                        | net of deferred income taxes of $771,278            | -            
|                                                |                                                   |                                                     | Less reclassification adjustment for gains included in |                                                     |              
|                                                |                                                   |                                                     |                                                        | net income, net of deferred income taxes of $38,882 | -            
|                                                |                                                   |                                                     | Total comprehensive income                             |                                                     |              
|                                                | Issuance of common stock:                         |                                                     |                                                        |                                                     |              
|                                                |                                                   | 97,732 shares pursuant to 5% stock dividend         | 122,165                                                | 1,346,747                                           | (1,468,912)  
|                                                |                                                   | 12,236 shares pursuant to dividend                  |                                                        |                                                     |              
|                                                |                                                   |                                                     | reinvestment plan                                      | 15,295                                              | 162,411      
|                                                | Payment for 191 fractional shares of common stock | -                                                   | -                                                      | (2,875)                                             | -            
|                                                | Cash dividends declared, $.47 per share           | -                                                   | -                                                      | (930,017)                                           | -            
|Balance, December 31, 2002                      | 2,573,997                                         | 6,082,371                                           | 14,541,849                                             | 1,300,994                                           | 24,499,211   
|                                                | Comprehensive income:                             |                                                     |                                                        |                                                     |              
|                                                |                                                   | Net income                                          | -                                                      | -                                                   | 3,913,765    
|                                                |                                                   | Other comprehensive income, net of tax:             |                                                        |                                                     |              
|                                                |                                                   |                                                     | Unrealized holding gains arising during the period,    |                                                     |              
|                                                |                                                   |                                                     |                                                        | net of deferred income taxes of $159,388            | -            
|                                                |                                                   |                                                     | Less reclassification adjustment for gains included in |                                                     |              
|                                                |                                                   |                                                     |                                                        | net income, net of deferred income taxes of $97,814 | -            
|                                                |                                                   |                                                     | Total comprehensive income                             |                                                     |              
|                                                | Issuance of common stock:                         |                                                     |                                                        |                                                     |              
|                                                |                                                   | 43,330 shares pursuant to exercise of stock options | 55,412                                                 | 515,394                                             | -            
|                                                |                                                   | Income tax benefit of deduction for tax purposes    |                                                        |                                                     |              
|                                                |                                                   |                                                     | attributable to exercise of stock options              | -                                                   | 105,312      
|                                                |                                                   | 9,747 shares pursuant to dividend                   |                                                        |                                                     |              
|                                                |                                                   |                                                     | reinvestment plan                                      | 12,184                                              | 183,853      
|                                                | Cash dividends declared, $.51 per share           | -                                                   | -                                                      | (1,061,919)                                         | -            
|Balance, December 31, 2003                      | $  2,641,593                                      | $  6,886,930                                        | $  17,393,695                                          | $         1,420,520                                 | $  28,342,738
|                                                |                                                   |                                                     |                                                        |                                                     |              
|See Notes to Consolidated Financial Statements. |                                                   |                                                     |                                                        |                                                     |              











-6-



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|CENTRAL VIRGINIA BANKSHARES, INC.             |                                                      |                                                   |                                        
|--------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------- | ---------------------------------------
|                                              |                                                      |                                                   |                                        
|CONSOLIDATED STATEMENTS OF CASH FLOWS         |                                                      |                                                   |                                        
|Years Ended December 31, 2003, 2002, and 2001 |                                                      |                                                   |                                        
|                                              |                                                      |                                                   |                                        
|Cash Flows From Operating Activities          |                                                      |                                                   |                                        
|                                              | Net income                                           | $    3,913,765                                    | $  3,005,164                           
|                                              | Adjustments to reconcile net income                  |                                                   |                                        
|                                              |                                                      | to net cash provided by operating activities:     |                                        
|                                              |                                                      | Depreciation                                      | 736,096                                
|                                              |                                                      | Amortization                                      | 14,678                                 
|                                              |                                                      | Deferred income taxes                             | (8,434)                                
|                                              |                                                      | Provision for loan losses                         | 410,000                                
|                                              |                                                      | Amortization and accretion on securities          | 195,496                                
|                                              |                                                      | Realized gain on sales of securities              |                                        
|                                              |                                                      |                                                   | available for sale                     
|                                              |                                                      | (Gain) loss on disposal of premises and equipment | (2,995)                                
|                                              |                                                      | (Gain) on sale of foreclosed real estate          | -                                      
|                                              |                                                      | Increase in cash value, life insurance            | (286,400)                              
|                                              |                                                      | Change in operating assets and liabilities:       |                                        
|                                              |                                                      |                                                   | (Increase) decrease in assets:         
|                                              |                                                      |                                                   |                                        
|                                              |                                                      |                                                   |                                        
|                                              |                                                      |                                                   |                                        
|                                              |                                                      |                                                   | Increase (decrease) in liabilities:    
|                                              |                                                      |                                                   |                                        
|                                              |                                                      |                                                   |                                        
|                                              |                                                      |                                                   |                                        
|                                              |                                                      |                                                   |                                        
|Cash Flows From Investing Activities          |                                                      |                                                   |                                        
|                                              | Proceeds from calls and maturities of                |                                                   |                                        
|                                              |                                                      | securities held to maturity                       | 2,881,300                              
|                                              | Purchase of securities held to maturity              | (1,033,641)                                       | (1,538,846)                            
|                                              | Proceeds from calls and maturities of                |                                                   |                                        
|                                              |                                                      | securities available for sale                     | 46,097,449                             
|                                              | Proceeds from sales of securities available for sale | 10,421,113                                        | 20,033,415                             
|                                              | Purchase of securities available for sale            | (122,279,218)                                     | (67,151,685)                           
|                                              | Purchase of bank owned life insurance                | -                                                 | -                                      
|                                              | Net increase in loans made to customers              | (17,067,949)                                      | (421,249)                              
|                                              | Proceeds from sale of premises and equipment         | 22,255                                            | 15,175                                 
|                                              | Net purchases of premises and equipment              | (768,783)                                         | (556,366)                              
|                                              | Proceeds from sale of foreclosed real estate         | -                                                 | -                                      
|                                              | Acquisition of other assets                          | (3,072,529)                                       | -                                      
|                                              |                                                      |                                                   | Net cash (used in) investing activities
|(Continued)                                  



-7-



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|CENTRAL VIRGINIA BANKSHARES, INC.                 |                                                              |                                                  |                                
|------------------------------------------------- | ------------------------------------------------------------ | ------------------------------------------------ | -------------------------------
|                                                  |                                                              |                                                  |                                
|CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) |                                                              |                                                 
|Years Ended December 31, 2003, 2002, and 2001     |                                                              |                                                  |                                
|                                                  |                                                              |                                                  |                                
|                                                  |                                                              |                                                  |                                
|Cash Flows From Financing Activities              |                                                              |                                                  |                                
|                                                  | Net increase in demand deposits, MMDA, NOW                   |                                                  |                                
|                                                  |                                                              | and savings accounts                             | 27,907,530                     
|                                                  | Net increase in time deposits                                | 34,824,607                                       | 1,987,594                      
|                                                  | Net increase (decrease) in federal funds                     |                                                  |                                
|                                                  |                                                              | purchased and securities sold                    |                                
|                                                  |                                                              | under repurchase agreements                      | 3,776,000                      
|                                                  | Net proceeds on FHLB borrowings                              | 5,000,000                                        | 6,000,000                      
|                                                  | Proceeds from issuance of capital trust preferred securities | 5,000,000                                        | -                              
|                                                  | Repayment of note payable                                    | -                                                | (9,000)                        
|                                                  | Net proceeds from issuance                                   |                                                  |                                
|                                                  |                                                              | of common stock                                  | 766,843                        
|                                                  | Payment for purchase of fractional                           |                                                  |                                
|                                                  |                                                              | shares of common stock                           | -                              
|                                                  | Dividends paid                                               | (1,061,919)                                      | (930,017)                      
|                                                  |                                                              |                                                  | Net cash provided by financing 
|                                                  |                                                              |                                                  |                                
|                                                  |                                                              |                                                  |                                
|                                                  |                                                              |                                                  | Increase (decrease) in cash and
|                                                  |                                                              |                                                  |                                
|                                                  |                                                              |                                                  |                                
|Cash and cash equivalents, beginning              | 16,846,664                                                   | 8,103,189                                        | 14,684,823                     
|                                                  |                                                              |                                                  |                                
|Cash and cash equivalents, ending                 | $ 13,029,151                                                 | $ 16,846,664                                     | $ 8,103,189                    
|                                                  |                                                              |                                                  |                                
|Supplemental Disclosures of  Cash Flow            |                                                              |                                                  |                                
|                                                  | Information                                                  |                                                  |                                
|                                                  |                                                              | Interest paid                                    | $   6,627,603                  
|                                                  |                                                              | Income taxes paid                                | 1,396,493                      
|                                                  |                                                              |                                                  |                                
|Supplemental Disclosure of Noncash Investing      |                                                              |                                                  |                                
|                                                  | and Financing Activities                                     |                                                  |                                
|                                                  |                                                              | Unrealized gain on securities available for sale | 181,100                        
|                                                  |                                                              |                                                  |                                
|                                                  |                                                              |                                                  |                                
|See Notes to Consolidated Financial Statements.   |                                                              |                                                  |                                



-8-





---

CENTRAL VIRGINIA BANKSHARES, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1.  Significant Accounting Policies



Principles of consolidation:  The accompanying consolidated financial statements include the accounts of Central Virginia Bankshares, Inc., and its subsidiary, Central Virginia Bank, including its subsidiary, CVB Title Services, Inc.  All significant intercompany transactions and balances have been eliminated in consolidation.



The consolidated financial statements have been prepared in conformity with generally accepted accounting principles.



Nature of operations: Central Virginia Bankshares, Inc., is a one bank holding company headquartered in Powhatan County, Virginia.  The Corporations subsidiary, Central Virginia Bank, provides a variety of financial services to individuals and corporate customers through its seven branches located in the Virginia counties of Powhatan, Chesterfield, Henrico, and Cumberland.  The Banks primary deposit products are checking accounts, savings accounts, and certificates of deposit.  Its primary
lending products are residential mortgage, construction, installment, and commercial business loans.



Central Virginia Banks subsidiary, CVB Title Services, Inc., is a corporation organized under the laws of the Commonwealth of Virginia.  The Corporations primary purpose is to own membership interests in two insurance-related limited liability companies.



Use of estimates:  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans.  In connection with the determination of the allowances for losses on loans and foreclosed real estate, management obtains independent appraisals for significant properties.



A majority of the Banks loan portfolio consists of single-family residential loans in the Virginia counties of Powhatan, Chesterfield, Henrico, and Cumberland. There is also a significant concentration of loans to builders and developers in the region. Accordingly, the ultimate collectibility of a substantial portion of the Banks loan portfolio and the recovery of a substantial portion of the carrying amount of foreclosed real estate are susceptible to changes in local market conditions.









-9-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1.  Significant Accounting Policies (Continued)



While management uses available information to recognize losses on loans and foreclosed real estate, future additions to the allowances may be necessary based on changes in local economic conditions.  In addition, regulatory agencies, as an integral part of their examination process, periodically review the Banks allowances for losses on loans and foreclosed real estate.  Such agencies may require the Bank to recognize additions to the allowances based on their judgments about information available to them at the time of their examination.  Because of these factors, it is
reasonably possible that the allowances for losses on loans and foreclosed real estate may change materially in the near term.



Cash and cash equivalents:  For purposes of reporting the consolidated statements of cash flows, the Corporation includes cash on hand, amounts due from banks, federal funds sold and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents on the accompanying consolidated balance sheets.  Cash flows from deposits and loans are reported net.



The Bank maintains amounts due from banks which, at times, may exceed federally insured limits.  The Bank has not experienced any losses in such accounts.



The Bank is required to maintain average reserve and clearing balances in cash or on deposit with the Federal Reserve Bank.  The total of these balances was approximately $2,997,000 and $2,463,000 at December 31, 2003 and 2002, respectively.



Securities:  Securities are classified as held to maturity when management has the intent and the Bank has the ability at the time of purchase to hold them until maturity or on a long-term basis.  These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the interest method over their contractual lives.  Gains and losses on the sale of such securities are determined by the specific identification method.



Securities to be held for indefinite periods of time and not intended to be held to maturity or on a long-term basis are classified as available for sale and accounted for at market value on an aggregate basis.  These include securities used as part of the Bank's asset/liability management strategy and may be sold in response to changes in interest rates, prepayment risk, the need or desire to increase capital, to satisfy regulatory requirements and other similar factors.  Unrealized gains or losses are reported as
 increases or decreases in stockholders' equity, net of the related deferred tax effect.  Realized gains and losses of
securities available for sale are included in net securities gains (losses) based on the specific identification method.



Trading securities, which are generally held for the short term in anticipation of market gains, are carried at fair value.  Realized and unrealized gains and losses on trading account assets are included in interest income on trading account securities.  The Corporation held no trading securities during the years ended December 31, 2003, 2002, and 2001.









-10-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1.  Significant Accounting Policies (Continued)



Declines in the fair value of individual securities classified as either held to maturity or available for sale below their amortized cost that are determined to be other than temporary result in write-downs of the individual securities to their fair value with the resulting write-downs included in current earnings as realized losses.



Mortgage loans held for sale:  Mortgage loans originated and held for sale in the secondary market are reported at the lower of cost or market value determined on an aggregate basis.  Gains and losses on sales of loans are recognized at settlement dates and are determined by the difference between the sales proceeds and the carrying value of the loans.  All sales are made without recourse.



Loans:  Loans are stated at the amount of unpaid principal, reduced by unearned discount and fees and an allowance for possible loan losses.



Unearned interest on discounted loans is amortized to income over the life of the loans, using the interest method.  For all other loans, interest is accrued daily on the outstanding balances.



Loan origination and commitment fees and certain direct loan origination costs are being deferred and the net amount amortized as an adjustment of the related loan's yield.  The Bank is generally amortizing these amounts over the average contractual life.



For
impaired loans, accrual of interest is discontinued on a loan when management believes, after considering
 collection efforts and other factors, that the borrower's financial condition is such that collection of
 interest is doubtful.  Cash collections on impaired loans are credited to the loan receivable balance, and no interest income is recognized on those loans until the principal balance has been collected.



A
 loan is considered to be delinquent when payments have not been made according to contractual terms,
 typically evidenced by nonpayment of a monthly installment by the due date.  Loans, including
 impaired loans, are generally classified as nonaccrual if they are past due as to maturity or payment of principal or interest for a period of more than 90 days, unless such loans are well secured and in the process of collection.  Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual if repayment in full of principal and/or interest is in doubt.



All
interest accrued in the current calendar year but not collected for loans that are placed on nonaccrual
status or charged off is reversed against interest income.  Uncollected interest accrued in prior
years is charged off to the allowance for loan losses. The interest on these loans is accounted for on the cash basis until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. On charged-off loans, cash receipts in excess of the amount charged to the allowance for loan losses are recognized as income on a cash basis.







-11-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1.  Significant Accounting Policies (Continued)



Allowance for
 loan losses:  The allowance for loan losses is established through a provision for loan
 losses charged to expense.  Loans are charged against the allowance for loan losses when management
 believes that collectibility of the principal is unlikely.  Subsequent recoveries, if any, are
 credited to the allowance.



The
allowance is an amount that management believes will be adequate to absorb estimated losses relating to
specifically identified loans, as well as probable credit losses inherent in the balance of the loan portfolio, based on an evaluation of the collectibility of existing loans and prior loss experience.  This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, credit concentrations, trends in historical loss experience, review of specific problem loans, and current economic conditions.



The
allowance consists of specific, general, and unallocated components.  The specific component relates
to loans that are classified as doubtful, substandard or special mention.  The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors.  An unallocated component is maintained to cover uncertainties that could affect managements estimate of probable losses.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.



A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement.  Impaired loans are measured based on the present value of payments expected to be received, using the historical effective loan rate as the discount rate.  Alternatively, measurement also may be based on observable market prices or, for loans that are solely dependent on the collateral for repayment, measurement may be based on the fair value of the collateral.  The Bank does not
aggregate loans for risk classification.  Loans that are to be foreclosed are measured based
 on the fair value of the collateral.  If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance is established as a component of the allowance for loan losses.  Changes in the allowance for loan losses relating to impaired loans are charged or credited to the provision for loan losses.



Bank premises and equipment:  Bank premises and equipment are stated at cost less accumulated depreciation.  Expenditures for betterments and major renewals are
capitalized and ordinary maintenance and repairs are charged to operations as incurred.  Depreciation is computed using the straight-line method over the following estimated useful lives.



|                           | Years 
|-------------------------- | ------
|Buildings and improvements | 5 - 39
|Furniture and equipment    | 3 - 10













-12-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1.  Significant Accounting Policies (Continued)



Foreclosed
  real estate:  Foreclosed real estate represents properties acquired
  through foreclosure or other proceedings. Foreclosed real estate is held for
  sale and is recorded at the lower of the recorded amount of the loan or fair
  value of the properties less estimated costs of disposal.  Any write-down
  to fair value at the time of transfer to foreclosed real estate is charged to
  the allowance for loan losses.  Property is evaluated regularly to ensure
  the recorded amount is supported by its current fair value and valuation allowances
  to reduce the carrying amount to fair value less estimated costs to dispose
  are recorded as necessary.  At December 31, 2003 and 2002, foreclosed real
  estate totaling $97,000 is included with other assets on the accompanying consolidated
  balance sheets.



Advertising costs:  Advertising costs are expensed as incurred.



Intangible assets:  Intangible assets, which for the Bank are the cost of acquired customer accounts, are amortized on a straight-line basis over the expected periods of benefit.



Income taxes:  The provision for income taxes relates to items of revenue and expenses recognized for financial accounting purposes during each of the years.  The actual current liability may be more or less than the charge against earnings due to the effect of deferred income taxes.



Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
 will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



































-13-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 1.  Significant Accounting Policies (Continued)



Earnings per share:  The following data show the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock.  Options on 123,926 shares of common stock as of December 31, 2001, were not included in computing diluted EPS because their effect was antidilutive.



|                                        |                                              |           |           |             | 2003       | 2002       | 2001
|--------------------------------------- | -------------------------------------------- | --------- | --------- | ----------- | ---------- | ---------- | ----
|Income available to common stockholders |                                              |           |          
|                                        | used in basic EPS                            |           |           | $ 3,913,765 | $3,005,164 | $2,019,300
|Weighted average number of common       |                                              |           |          
|                                        | shares used in basic EPS                     |           | 2,081,931 | 2,054,410   | 2,038,683 
|                                        |                                              |           |           |             |            |            |     
|Effect of dilutive securities:          |                                              |           |           |            
|                                        | Stock options                                |           |           | 79,897      | 96,504     | 1,654     
|                                        |                                              |           |           |             |            |            |     
|Weighted number of common shares and    |                                              |           |          
|                                        | dilutive potential stock used in diluted EPS | 2,161,828 | 2,150,914 | 2,040,337  



Derivative financial instruments:  All derivatives are recognized on the balance sheet at their fair value as an asset or liability.  On the date the derivative contract is entered into, the Corporation designates the derivative as a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability "cash flow" hedge.  Changes in the fair value of a derivative that is highly effective as, and that is designated and qualifies as, a cash-flow hedge are recorded in other comprehensive income, until earnings are affected by the variability of cash flows
 (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings).



At December 31, 2003, the Corporations only derivative financial instrument consisted of an interest-rate swap agreement used to lock-in the interest cash outflows on certain floating-rate debt incurred in 2003.



Note 2.  Reclassifications



Certain reclassifications were made to the accompanying prior year financial statements, with no effect on net income or financial position, to conform with classifications adopted in the current year.

















-14-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 3.  Securities



Carrying amounts and approximate market values of securities available for sale are as follows:



|                                  |                  | December 31, 2003        
|--------------------------------- | ---------------- | -------------------------
|                                  |                  |                          
|                                  |                  | Amortized                
|                                  |                  | Cost                     
|U. S. treasuries                  | $    8,006,252   | $               -        
|U. S. government agencies         |                  |                          
|                                  | and corporations | 70,732,187               
|Bank eligible preferred and       |                  |                          
|                                  | equities         | 21,465,271               
|Mortgage-backed securities        | 8,287,179        | 74,031                   
|Corporate and other debt          | 34,723,263       | 2,644,171                
|States and political subdivisions | 20,452,881       | 289,246                  
|                                  |                  | $163,667,033             
|                                  |                  |                          
|                                  |                  | December 31, 2002        
|                                  |                  |                          
|                                  |                  | Amortized                
|                                  |                  | Cost                     
|U. S. government agencies         |                  |                          
|                                  | and corporations | $
             41,724,276
|Bank eligible preferred and       |                  |                          
|                                  | equities         | 5,679,518                
|Mortgage-backed securities        | 8,771,172        | 225,208                  
|Corporate and other debt          | 29,867,298       | 1,272,181                
|States and political subdivisions | 11,772,482       | 297,324                  
|                                  |                  | $
            97,814,746 



























-15-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 3.  Securities (Continued)



The amortized cost and approximate market value of securities available for sale at December 31, 2003, by contractual maturity, are shown below.  Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without any penalties.  Therefore, these securities are not included in the maturity categories in the following maturity summary.  Additionally, many of the U. S. Government agency securities held have quarterly or semiannual call provisions that allow the agency to redeem the debt substantially in advance of the contractual maturity.



|                                       |                  | Approximate    
|-------------------------------------- | ---------------- | ---------------
|                                       | Amortized        | Market         
|                                       | Cost             | Value          
|Due in one year or less                | $        993,600 | $     1,034,860
|Due after one year through five years  | 18,546,344       | 19,416,590     
|Due after five years through ten years | 45,749,102       | 47,212,648     
|Due after ten years                    | 68,625,537       | 68,714,700     
|Bank eligible preferred and equities   | 21,465,271       | 21,173,240     
|Mortgage-backed securities             | 8,287,179        | 8,280,913      
|                                       | $ 163,667,033    | $ 165,832,951  



Gross gains of $445,202 and $203,664 were realized on sales and redemptions of securities available for sale in 2003 and 2002, respectively.  Gross losses of $157,514 and $89,305 were realized on the sale of securities available for sale in 2003 and 2002, respectively.



Securities available for sale with unrealized losses at December 31, 2003, were as follows:



|                            |                  | December 31, 2003      
|--------------------------- | ---------------- | -----------------------
|                            |                  | Less than Twelve Months
|                            |                  | Approximate            
|                            |                  | Market                 
|                            |                  | Value                  
|U. S. treasuries            | $    7,892,479   | $    113,773           
|U. S. government agencies   |                  |                        
|                            | and corporations | 20,473,690             
|Bank eligible preferred and |                  |                        
|                            | equities         | 13,452,250             
|Mortgage-backed securities  | 5,885,595        | 80,297                 
|Corporate and other debt    | 4,467,875        | 55,872                 
|States and political        |                  |                        
|                            | subdivisions     | 6,531,677              
|                            |                  | $58,703,566            









-16-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 3.  Securities (Continued)



Market changes in interest rates and market changes in credit spreads will result in temporary unrealized losses as a normal fluctuation in the market price of securities.  The majority of the gross unrealized losses, $1,784,882 out of total unrealized losses of $1,802,577, have been in an unrealized loss position for less than 12 months.  These are temporary losses due primarily to increases in interest rates on securities purchased in 2002 and 2003.  The $17,695 in unrealized losses which have been in a loss position for more than twelve months are primarily fixed rate bonds of states and political subdivisions.  The reason for
 the temporary loss is that the market rate on these securities
is higher than the market rate when they were originally purchased.
 The Corporation has determined that there were no other than
 temporary impairments associated with the above securities at December 31, 2003.



Carrying amounts and approximate market values of securities being held to maturity are as follows:



|                                  |              | December 31, 2003
|--------------------------------- | ------------ | -----------------
|                                  |              |                  
|                                  |              | Amortized        
|                                  |              | Cost             
|States and political subdivisions | $ 11,152,337 | $  483,324       
|                                  |              |                  
|                                  |              | December 31, 2002
|                                  |              |                  
|                                  |              | Amortized        
|                                  |              | Cost             
|States and political subdivisions | $ 12,999,437 | $  507,242       



The amortized cost and approximate market value of securities being held to maturity at December 31, 2003, by contractual maturity, are shown below.



|                                       |                | Approximate   
|-------------------------------------- | -------------- | --------------
|                                       | Amortized      | Market        
|                                       | Cost           | Value         
|Due in one year or less                | $      452,100 | $      462,380
|Due after one year through five years  | 2,552,173      | 2,668,435     
|Due after five years through ten years | 2,991,413      | 3,182,615     
|Due after ten years                    | 5,156,651      | 5,322,231     
|                                       | $ 11,152,337   | $ 11,635,661  



Securities with an amortized cost of $2,416,511 and $2,253,285 and a market value of $2,523,169 and $2,328,445 at December 31, 2003 and 2002, respectively, were pledged as collateral on public deposits and for other purposes as required or permitted by law.





-17-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 4.  Loans



Major classifications of loans are summarized as follows:



|                          |                |                | December 31,
|------------------------- | -------------- | -------------- | ------------
|                          |                |                | 2003        
|Commercial                | $   29,807,926 | $   26,727,552
|Real estate:              |                |               
|                          | Mortgage       | 67,216,322     | 66,745,774  
|                          | Home equity    | 5,227,258      | 5,639,913   
|                          | Construction   | 45,096,386     | 30,006,442  
|Bank cards                | 891,207        | 836,852       
|Installment               | 10,292,040     | 11,625,033    
|                          |                |                | 158,531,139 
|Less unearned discount    | (26,773)       | (87,893)      
|                          |                |                | 158,504,366 
|Allowance for loan losses | (2,454,443)    | (2,101,698)   
|Loans, net                | $ 156,049,923  | $ 139,391,975 



Changes in the allowance for loan losses were as follows:



|                   |                                 | Years Ended December 31,
|------------------ | ------------------------------- | ------------------------
|                   |                                 | 2003                    
|Balance, beginning | $ 2,101,698                     | $ 1,839,398             
|                   | Provision charged to operations | 410,000                 
|                   | Loans charged off               | (112,055)               
|                   | Recoveries                      | 54,800                  
|Balance, ending    | $ 2,454,443                     | $ 2,101,698             



At December 31, 2003, the Bank had no loans that were specifically classified as impaired.  The average balance of impaired loans amounted to approximately $99,397 for the year ended December 31, 2003.  The allowance for loan losses related to impaired loans amounted to $0 at December 31, 2003.



Nonaccruing loans (principally installment, commercial, and mortgage loans) totaled $0, $258,281 and $484,460 at December 31, 2003, 2002, and 2001, respectively, which had the effect of reducing net income $0, $22,263 ($.01 per common share), and $35,738 ($.02 per common share) for the years then ended, respectively.  Loans past due ninety days or more and still accruing interest amounted to $1,723,421, $971,328, and $382,201 at December 31, 2003, 2002, and 2001, respectively.











-18-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 5.  Bank Premises and Equipment



Major classifications of bank premises and equipment and the total accumulated depreciation are summarized as follows:



|                              |              | December 31,
|----------------------------- | ------------ | ------------
|                              |              | 2003        
|Land                          | $    900,270 | $    900,270
|Buildings and improvements    | 3,669,191    | 3,665,499   
|Furniture and equipment       | 6,310,104    | 6,082,034   
|                              |              | 10,879,565  
|Less accumulated depreciation | 5,829,475    | 5,611,140   
|                              |              | $ 5,050,090 

Note 6.  Investment in Bank Owned Life Insurance



The Bank is owner and designated beneficiary on life insurance policies in the face amount of approximately $15,975,810 maintained on certain of its officers and directors.  The earnings from these policies will be used to offset increases in employee benefit costs.  The cash surrender value of these policies of $5,303,762 and $5,032,297 at December 31, 2003 and 2002, respectively, is included in other assets on the accompanying consolidated balance sheets.



Note 7.  Maturities of Time Deposits



The scheduled maturities of time deposits at December 31, 2003, are as follows:



|Year Ending    |               
|-------------- | --------------
|December 31    |               
|2004           | $   87,200,688
|2005           | 27,132,289    
|2006           | 12,887,496    
|2007           | 11,460,972    
|2008 and later | 18,364,665    
|               |               





















-19-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 8.  FHLB Borrowings



The borrowings from the Federal Home Loan Bank of Atlanta, Georgia, are secured by qualifying first mortgage loans.  The borrowings at December 31, 2003 and 2002, consist of the following:





|                                           |                                         |               | 2003          | 2002        
|------------------------------------------ | --------------------------------------- | ------------- | ------------- | ------------
|Interest payable quarterly at a fixed rate |                                         |              
|                                           | of 4.45%, principal due and payable     |               |              
|                                           | on January 5, 2011, callable quarterly  |               |              
|                                           | beginning January 7, 2002               | $   5,000,000 | $   5,000,000
|Interest payable quarterly at a fixed rate |                                         |              
|                                           | of 4.03%, principal due and payable     |               |              
|                                           | on March 8, 2011, callable quarterly    |               |              
|                                           | beginning September 10, 2001            | 5,000,000     | 5,000,000    
|Interest payable quarterly at a fixed rate |                                         |              
|                                           | of 3.14%, principal due and payable     |               |              
|                                           | on December 5, 2011, callable quarterly |               |              
|                                           | beginning December 5, 2003              | 5,000,000     | 5,000,000    
|Interest payable and adjusts quarterly     |                                         |              
|                                           | to LIBOR, currently 1.48%, principal    |               |              
|                                           | due and payable on December 4, 2003     | -             | 1,000,000    
|Overnight borrowing, due and payable       |                                         |              
|                                           | on January 2, 2003, interest adjusted   |               |              
|                                           | daily, currently 1.30%                  | -             | 5,000,000    
|Short-term borrowing, due and payable      |                                         |              
|                                           | on January 22, 2004, interest adjusted  |               |              
|                                           | daily, currently 1.15%                  | 5,000,000     | -            
|Interest payable and adjusts quarterly     |                                         |              
|                                           | to LIBOR, currently 1.26%, principal    |               |              
|                                           | due and payable on December 6, 2004     | 1,000,000     | -            
|Interest payable quarterly at a fixed rate |                                         |              
|                                           | of 3.71%, principal due and payable     |               |              
|                                           | on November 14, 2013, callable on       |               |              
|                                           | November 14, 2008                       | 5,000,000     | -            
|                                           |                                         |               | $ 26,000,000  | $ 21,000,000













-20-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 9.  Long-Term Debt, Capital Trust Preferred Securities



Capital
trust preferred securities represent preferred beneficial interests in the assets of Central Virginia
 Bankshares, Inc. Statutory Trust I (Trust).  The Trust holds certain floating rate junior
 subordinated debentures due December 17, 2033, issued by the Corporation on December 17, 2003.
Distributions on the Preferred Securities is payable quarterly at an annual rate of LIBOR plus
2.85% (4.00% at December 31, 2003).  However, the Corporation has the option to defer distributions
 for up to five years.  Cash distributions on the Preferred Securities are made to the extent interest
 on the debentures is received by the Trust.  In the event of certain changes or amendments to
regulatory requirements or federal tax rules, the Preferred Securities are redeemable in whole.
Otherwise, the Preferred Securities are generally redeemable by the Corporation in whole or in part
on or after December 17, 2008, at 100% of the liquidation amount.  The Trusts obligations under the
Preferred Securities are fully and unconditionally guaranteed by the Corporation.  For regulatory purposes, the Preferred Securities are considered a component of Tier I capital.



Note 10.  Interest Rate Swap Agreement



The Corporation has entered into an interest rate swap agreement related to the issuance of the trust preferred securities.  The swap is utilized to manage interest rate exposure and is designated as a highly effective cash flow hedge.  The differential to be paid or received on all swap agreements is accrued as interest rates change and is recognized over the life of the agreement in interest expense.  The swap agreement expires December 17, 2008, and has an interest rate of 6.405%.  The notional amount is $5,000,000.  The effect of these agreements is to
make the Corporation less susceptible to changes in interest rates by effectively converting certain variable rate debt to fixed rate debt.  As of December 31, 2003, the estimated fair value of the interest rate swap agreement was zero.



Note 11.  Income Tax Matters



The Corporation and Subsidiary file a consolidated federal income tax return.  The consolidated provision for income taxes for the years ended December 31, 2003, 2002, and 2001, are as follows:



|                  |             | 2003         | 2002         | 2001     
|----------------- | ----------- | ------------ | ------------ | ---------
|Currently payable | $ 1,445,357 | $  1,161,386 | $ 831,678   
|Deferred          | (8,434)     | (30,073)     | (84,249)    
|                  |             | $ 1,436,923  | $  1,131,313 | $ 747,429



















-21-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 11.  Income Tax Matters (Continued)



A reconciliation of the expected income tax expense computed at 34% to the income tax expense included in the consolidated statements of income is as follows:



|                                         |                                        | Years Ended  December 31,
|---------------------------------------- | -------------------------------------- | -------------------------
|                                         |                                        | 2003                     
|Computed "expected" tax expense          | $ 1,819,234                            | $ 1,406,402              
|Tax-exempt interest                      | (236,794)                              | (171,929)                
|Tax-exempt loan interest                 | (222)                                  | (5,592)                  
|Disallowance of interest expense         |                                        |                          
|                                         | deduction for the portion attributable |                          
|                                         | to carrying tax-exempt obligations     | 22,841                   
|Dividends received deduction             | (167,530)                              | (35,470)                 
|Increase in cash value of life insurance | (52,307)                               | (51,800)                 
|Other                                    | 51,701                                 | (30,622)                 
|                                         |                                        | $ 1,436,923              

















































-22-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 11.  Income Tax Matters (Continued)



The deferred income tax provision consists of the following items:



|                                                      |                                                     | Years Ended December 31,
|----------------------------------------------------- | --------------------------------------------------- | ------------------------
|                                                      |                                                     | 2003                    
|Difference between loan loss provision charged        |                                                     |                         
|                                                      | to operating expense and the bad debt               |                         
|                                                      | deduction taken for income tax purposes             | $(92,662)               
|Interest income on nonaccrual loans recognized        |                                                     |                         
|                                                      | for federal income tax purposes, but not            |                         
|                                                      | recognized for financial statements until received  | 15,867                  
|Decrease in value of foreclosed real estate and       |                                                     |                         
|                                                      | other assets recognized for financial statements,   |                         
|                                                      | but not recognized for income tax purposes until    |                         
|                                                      | realized                                            | (3,400)                 
|Deduction for uncollectible late charges recognized   |                                                     |                         
|                                                      | for financial statements, but not recognized for    |                         
|                                                      | income tax purposes until realized                  | 20                      
|Deduction for accrued supplemental retirement expense |                                                     |                         
|                                                      | recognized for financial statements, but not        |                         
|                                                      | recognized for income tax purposes until paid       | (50,222)                
|Deduction for accrued professional fees recognized    |                                                     |                         
|                                                      | for financial statements, but not recognized for    |                         
|                                                      | income tax purposes until paid                      | (3,117)                 
|Increase in cash surrender value of Bank owned life   |                                                     |                         
|                                                      | insurance recognized for financial statements, but  |                         
|                                                      | not recognized for alternative minimum tax purposes |                         
|                                                      | until realized                                      | 41,294                  
|Accretion of discount recognized for financial        |                                                     |                         
|                                                      | statements, but not recognized for income           |                         
|                                                      | tax purposes until realized                         | 20,534                  
|Difference between the depreciation methods           |                                                     |                         
|                                                      | used for financial statements and for income        |                         
|                                                      | tax purposes                                        | 63,252                  
|                                                      |                                                     | $  (8,434)              















-23-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 11.  Income Tax Matters (Continued)



The components of the net deferred tax liability included in other liabilities are as follows at December 31:



|                           |                                             |                    |            | 2003       | 2002   
|-------------------------- | ------------------------------------------- | ------------------ | ---------- | ---------- | -------
|Deferred tax assets:       |                                             |                    |           
|                           | Allowance for loan losses                   |                    | $  777,273 | $  653,724
|                           | Less valuation allowance                    |                    | (194,318)  | (163,431) 
|                           |                                             |                    |            | 582,955    | 490,293
|                           | Devaluation reserve on foreclosed property  |                    |            |           
|                           |                                             | and other assets   |            | 31,120     | 27,720 
|                           | Accrued professional fees                   |                    | 22,162     | 19,045    
|                           | Accrued supplemental retirement expense     |                    | 94,275     | 44,053    
|                           | Reserve for uncollectible late charges      |                    | 8,284      | 8,304     
|                           | Interest income on nonaccrual loans         |                    | -          | 15,867    
|                           |                                             |                    |            | 738,796    | 605,282
|                           |                                             |                    |            |            |        
|Deferred tax liabilities:  |                                             |                    |           
|                           | Property and equipment                      |                    | 236,785    | 173,533   
|                           | Unrealized gain on securities               |                    |            |           
|                           |                                             | available for sale |            | 745,396    | 674,127
|                           | Cumulative increase in cash surrender value |                    | 87,457     | 46,163    
|                           | Securities                                  |                    | 33,598     | 13,064    
|                           |                                             |                    |            | 1,103,236  | 906,887
|                           |                                             |                    |            |            |        
|Net deferred tax liability |                                             | $(364,440)         | $(301,605)



Note 12.  Profit-Sharing and Retirement and 401K Plan



Profit-Sharing and Retirement Plan: The Bank provides a qualified defined contribution profit-sharing and retirement plan covering substantially all active full-time and part-time employees of the Bank. Contributions to this plan, administered through the Virginia Bankers Association Benefits Corporation, are made annually to the credit of the participants individual accounts, at the discretion of the Board of Directors. The plan may be amended or terminated by the Board of Directors at any time. Participants vest over a five-year period.
Contributions for 2003 represented 8.25 percent of each participants eligible salary.















-24-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 12.  Profit-Sharing and Retirement and 401K Plan (Continued)



401K Plan: The Bank also provides a qualified 401K plan in conjunction with the defined contribution plan discussed above. Eligible employees may, subject to statutory limitations, contribute a portion of their salary on a pre and post-tax basis. The Bank provides a matching contribution of $0.75 for every $1.00 the participant contributes up to 3 percent of their salary. Participants are 100 percent vested in their contributions at all times, and vest in the employer contributions over a five-year period.



The total contributions to both the above plans for the years ended December 31, 2003, 2002, and 2001, were $351,036, $264,802, and $265,765, respectively.



Note 13.  Supplemental Executive Retirement Plan



During the year ended December 31, 2002, the Bank established a Supplemental Executive Retirement Plan, (the SERP), a nonqualified, unfunded, defined benefit plan for certain executive and senior officers of the Bank as designated by the Board of Directors. The current participants covered by the SERP include three executive officers as well as five other senior officers. The costs associated with this plan, as well as several other general employee benefit plans are partially offset by earnings attributable to the Banks
purchase of single premium Bank Owned Life Insurance (BOLI). The SERP provides an
annual benefit equal to 25 percent of the participants final compensation payable monthly
over a 15-year period, following normal retirement at age 65, provided the participant has been
 employed by the Bank for a minimum of 8 years.  A further provision exists for early retirement beginning at age 60, subject to the same    8-year service requirement, but
 with reduced benefits depending on the number of years preceding age 65 the participant elects to retire. Should the participants employment terminate due to disability or death, and he has otherwise met the requirements necessary to receive a supplemental benefit under the SERP, the benefit shall be paid to the participant or his spouse. No benefits are payable should the participants employment terminate for any reason other than retirement, disability, death, or a change in control.

































-25-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 13.  Supplemental Executive Retirement Plan (Continued)



The following table sets forth the plan's funded status and amounts recognized in the consolidated balance sheets at December 31, 2003 and 2002:



|                                                    |                      | 2003       | 2002           
|--------------------------------------------------- | -------------------- | ---------- | ---------------
|Projected benefit obligation:                       |                      |           
|                                                    | Beginning obligation | $  129,569 | $             -
|                                                    | Service cost         | 129,569    | 121,093        
|                                                    | Interest cost        | 18,140     | 8,476          
|                                                    | Ending obligation    | $  277,278 | $  129,569     
|                                                    |                      |            |                
|Funded status of the plan                           | $(277,278)           | $(129,569)
|                                                    |                      |            |                
|Net consolidated balance sheet liability            | $(277,278)           | $(129,569)
|                                                    |                      |            |                
|Net pension cost includes the following components: |                      |           
|                                                    | Service cost         | $  129,569 | $  121,093     
|                                                    | Interest cost        | 18,140     | 8,476          
|                                                    |                      | $  147,709 | $  129,569     



Assumptions used in the determination of the supplemental executive retirement plan information consist of the following:



|                                        |      | 2003 | 2002
|--------------------------------------- | ---- | ---- | ----
|Discount rate                           | 7.0% | 7.0%
|Rate of increase in compensation levels | 5.0% | 5.0%



Note 14.  Commitments and Contingencies



Financial instruments with off-balance-sheet risk:  The Bank is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and standby letters of credit.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

















-26-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 14.  Commitments and Contingencies (Continued)



The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.  The Bank uses the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments.  A summary of the Bank's commitments at December 31, 2003 and 2002, is as follows:



|                             | 2003         | 2002        
|---------------------------- | ------------ | ------------
|Commitments to extend credit | $ 38,841,693 | $ 49,966,190
|Standby letters of credit    | 4,037,883    | 2,206,089   
|                             | $ 42,879,576 | $ 52,172,279



Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates each customer's credit-worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the party.  Collateral
held varies, but may include accounts receivable, crops, livestock, inventory, property and equipment, residential real estate, and income-producing commercial properties.



Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Those guarantees are primarily issued to support public and private borrowing arrangements.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  Collateral held varies as specified above and is required in instances which the Bank deems necessary.



Borrowing facilities:  The Bank has entered into various borrowing arrangements with other financial institutions for Fed Funds, and other borrowings.  The total amount of borrowing facilities available at December 31, 2003, was approximately $24,900,000.



Concentrations of credit risk:  All of the Bank's loans, commitments to extend credit, and standby letters of credit have been granted to customers within the state and, more specifically, the area surrounding Richmond, Virginia.  The concentrations of credit by type of loan are set forth in Note 4.  Although the Bank has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent upon the agribusiness and construction sectors of the economy.



















-27-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 15.  Related Party Transactions



The Corporation's subsidiary, Central Virginia Bank, has had, and may be expected to have in the future, banking transactions in the ordinary course of business with directors, principal officers, their immediate families, and affiliated companies in which they are principal stockholders (commonly referred to as related parties), all of which have been, in the opinion of management, on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others.



Aggregate loan transactions with related parties were as follows:



|                   |             | Years Ended December 31,
|------------------ | ----------- | ------------------------
|                   |             | 2003                    
|Balance, beginning | $ 2,193,248 | $ 2,208,275             
|                   | New loans   | 1,225,401               
|                   | Repayments  | (1,645,603)             
|Balance, ending    | $ 1,773,046 | $ 2,193,248             



Note 16.  Stock Dividend



On December 13, 2002, the Corporation issued 97,732 shares of common stock pursuant to a 5% stock dividend for stockholders of record as of November 15, 2002.  As a result of the stock dividend, common stock was increased by $122,165, surplus was increased by $1,346,747, and retained earnings was decreased by $1,468,912.  All references in the accompanying consolidated financial statements to the number of common shares and per-share amounts for 2001 have been restated to reflect this stock dividend.



Note 17.  Incentive Stock Option Plan



The Corporation has a Stock Plan that provides for the grant of Incentive Stock Options up to a maximum of 199,500 shares of common stock.  This Plan was adopted to foster and promote the long-term growth and financial success of the Corporation by assisting in recruiting and retaining directors and key employees by enabling individuals who contribute significantly to the Corporation to participate in its future success and to associate their interests with those of the Corporation.  The options were granted at the market value on the date of each grant.  The maximum term of the options is ten years.





















-28-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 17.  Incentive Stock Option Plan (Continued)



The following table presents a summary of options under the Plan at December 31:



|                       |                   |              | Shares Under Options
|---------------------- | ----------------- | ------------ | --------------------
|                       |                   | Option Price | 2003                
|Outstanding, beginning | $8.67-$13.31      | 142,862      | 135,464             
|                       | Options granted   | 17.61        | 10,650              
|                       | Options exercised | 8.67-17.61   | (44,330)            
|                       | Options forfeited | 8.67-17.61   | -                   
|Outstanding, ending    | $8.67-$17.61      | 109,182      | 142,862             



Options exercisable at December 31, 2003, 2002, and 2001, were 109,182, 142,862, and 135,464, respectively.



The Corporation applies APB Opinion 25 and related interpretations in accounting for its plan.  Accordingly, no compensation cost has been recognized.  Had compensation cost for the Corporations stock option plan been determined based on the fair value at the grant date consistent with the methods of FASB Statement 123, the Corporations net income and net income per share would have been reduced to the pro forma amounts indicated below.  In accordance with the transition provisions of FASB Statement 123, the pro forma amounts reflect options with grant dates subsequent to January 1, 1995.
There were 10,650 and 8,343 options granted during the years ended December 31, 2003 and 2002, respectively.



|                           |             |  | 2003            | 2002            | 2001           
|-------------------------- | ----------- |  | --------------- | --------------- | ---------------
|Net income                 |             |  |                 |                
|                           | As reported |  | $ 3,913,765     | $ 3,005,164     | $ 2,019,300    
|                           |             |  |                 |                 |                
|                           | Pro forma   |  | $ 3,889,057     | $ 3,001,096     | $ 1,976,668    
|                           |             |  |                 |                 |                
|Basic earnings per share   |             |  |                 |                
|                           | As reported |  | $          1.88 | $          1.46 | $          0.99
|                           |             |  |                 |                 |                
|                           | Pro forma   |  | $          1.87 | $          1.46 | $          1.02
|                           |             |  |                 |                 |                
|Diluted earnings per share |             |  |                 |                
|                           | As reported |  | $          1.81 | $          1.40 | $          0.99
|                           |             |  |                 |                 |                
|                           | Pro forma   |  | $          1.80 | $          1.40 | $          0.97



For purposes of computing the pro forma amounts indicated above, the fair value of each option on the date of grant is estimated using the Black-Scholes option-pricing model with the following assumptions for the grants in 2003 and 2002:  dividend yield of 2.45% and 3.43%, respectively, expected volatility of 20%, risk-free interest rate of 3.0%, and an expected option life of 5 years.  The fair value of each option granted in 2003 was $2.32.  The fair value of each option granted in 2002 was $1.15.

-29-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 18.  Regulatory Matters



The Corporation is subject to various regulatory capital requirements administered by its primary federal regulator, the Federal Reserve Bank.  Failure to meet minimum capital requirements can initiate certain mandatory, and possibly, additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporations financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the
Corporations assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.  The Corporations capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.  Prompt corrective action
 provisions are not applicable to bank holding companies.



Quantitative measures established by regulation to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios as set forth in the table below of total and Tier I capital as defined in the regulations to risk-weighted assets as defined, and of Tier I capital as defined to average assets as defined.  Management believes, as of December 31, 2003, that the Corporation meets all capital adequacy requirements to which it is subject.



As of December 31, 2003, the most recent notification from the Federal Reserve Bank categorized the Corporation as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, the Corporation must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table.  There are no conditions or events since that notification that management believes have changed the institutions category.











































-30-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 18.  Regulatory Matters (Continued)



The Corporations and Banks actual capital amounts and ratios are also presented in the table.



|                         |                                          |                       |        |                        |                   |                   |                         | To Be Well Capitalized
|------------------------ | ---------------------------------------- | --------------------- | ------ | ---------------------- | ----------------- | ----------------- | ----------------------- | ----------------------
|                         |                                          |                       |        |                        |                   | For Capital       | Under Prompt Corrective
|                         |                                          |                       |        | Actual                 | Adequacy Purposes | Action Provisions
|                         |                                          |                       |        | Amount                 | Ratio             | Amount            | Ratio                   | Amount                
|                         |                                          |                       |        | (Dollars in Thousands)
|As of December 31, 2003: |                                          |                       |        |                        |                   |                  
|                         | Total Capital (to Risk Weighted Assets)  |                       |        |                        |                   |                   |                        
|                         |                                          | Consolidated          |        | $ 34,093               | 14.93%            | $ 18,268          | 8.00%                   | N/A                   
|                         |                                          | Central Virginia Bank | 31,580 | 13.92%                 | 18,149            | 8.00%             | $ 22,687                | 10.00%                
|                         |                                          |                       |        |                        |                   |                   |                         |                       
|                         | Tier I Capital (to Risk Weighted Assets) |                       |        |                        |                   |                   |                        
|                         |                                          | Consolidated          |        | 26,537                 | 11.62%            | $   9,135         | 4.00%                   | N/A                   
|                         |                                          | Central Virginia Bank | 29,126 | 12.84%                 | 9,074             | 4.00%             | 13,610                  | 6.00%                 
|                         |                                          |                       |        |                        |                   |                   |                         |                       
|                         | Tier I Capital (to Average Assets)       |                       |        |                        |                   |                   |                        
|                         |                                          | Consolidated          |        | 26,537                 | 7.48%             | $ 14,191          | 4.00%                   | N/A                   
|                         |                                          | Central Virginia Bank | 29,126 | 8.27%                  | 14,088            | 4.00%             | 17,609                  | 5.00%                 
|                         |                                          |                       |        |                        |                   |                   |                         |                       
|As of December 31, 2002: |                                          |                       |        |                        |                   |                  
|                         | Total Capital (to Risk Weighted Assets)  |                       |        |                        |                   |                   |                        
|                         |                                          | Consolidated          |        | $ 25,062               | 12.38%            | $ 16,195          | 8.00%                   | N/A                   
|                         |                                          | Central Virginia Bank | 23,382 | 11.63%                 | 16,083            | 8.00%             | $ 20,104                | 10.00%                
|                         |                                          |                       |        |                        |                   |                   |                         |                       
|                         | Tier I Capital (to Risk Weighted Assets) |                       |        |                        |                   |                   |                        
|                         |                                          | Consolidated          |        | 22,960                 | 11.34%            | 8,099             | 4.00%                   | N/A                   
|                         |                                          | Central Virginia Bank | 21,280 | 10.58%                 | 8,042             | 4.00%             | 12,062                  | 6.00%                 
|                         |                                          |                       |        |                        |                   |                   |                         |                       
|                         | Tier I Capital (to Average Assets)       |                       |        |                        |                   |                   |                        
|                         |                                          | Consolidated          |        | 22,960                 | 8.17%             | 11,241            | 4.00%                   | N/A                   
|                         |                                          | Central Virginia Bank | 21,280 | 7.62%                  | 11,165            | 4.00%             | 13,957                  | 5.00%                 



Banking laws and regulations limit the amount of dividends that may be paid without prior approval of the Bank's regulatory agency.  Under that limitation, the Bank could have declared additional dividends of approximately $6,254,058 in 2003 without regulatory approval.



Note 19.  Fair Value of Financial Instruments



FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, requires disclosure of
fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument.  Statement 107 excludes certain financial instruments and
all nonfinancial instruments from its disclosure requirements.  Accordingly, the aggregate fair value
 amounts presented do not represent the underlying value of the Corporation and subsidiary.

-31-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 19.  Fair Value of Financial Instruments (Continued)



The following methods and assumptions were used by the Corporation and subsidiary in estimating the fair value of financial instruments:



Cash and cash equivalents:  The carrying amounts reported in the balance sheet for cash and short-term instruments approximate their fair values.



Investment securities (including mortgage-backed securities):  Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.



Mortgage loans held for sale:  The carrying amount of mortgage loans held for sale approximate their fair values.



Loans receivable:  For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.  The fair values for other loans are determined using estimated future cash flows, discounted at the interest rates currently being offered for loans with similar terms to borrowers with similar credit quality.



Accrued interest receivable and accrued interest payable:  The carrying amounts of accrued interest receivable and accrued interest payable approximate their fair values.



Deposit liabilities:  The fair values of demand deposits equal their carrying amounts which represents the amount payable on demand.  The carrying amounts for variable-rate fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected maturities on time deposits.



Federal funds purchased and securities sold under repurchase agreements:  The carrying amounts for federal funds purchased and securities sold under repurchase agreements approximate their fair values.



FHLB borrowings:  The carrying amount of FHLB borrowings approximate their fair values.



Capital trust preferred securities:  The carrying amount of the capital trust preferred securities approximates their fair values.



















-32-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 19.  Fair Value of Financial Instruments (Continued)



The following is a summary of the carrying amounts and estimated fair values of the Corporation and subsidiarys financial assets and liabilities at December 31, 2003 and 2002:



|                       |                                     | 2003         | 2002        
|---------------------- | ----------------------------------- | ------------ | ------------
|                       |                                     | Carrying     | Estimated   
|                       |                                     | Amount       | Fair Value  
|Financial assets:      |                                     |              |             
|                       | Cash and cash equivalents           | $ 13,029,151 | $ 13,029,151
|                       | Securities available for sale       | 165,832,951  | 165,832,951 
|                       | Securities held to maturity         | 11,152,337   | 11,635,661  
|                       | Mortgage loans held for sale        | 762,400      | 762,400     
|                       | Loans, net                          | 156,049,923  | 161,253,923 
|                       | Accrued interest receivable         | 2,443,082    | 2,443,082   
|                       |                                     |              |             
|Financial liabilities: |                                     |              |             
|                       | Demand and variable rate deposits   | 143,674,404  | 143,674,404 
|                       | Fixed-rate certificates of deposits | 157,046,110  | 159,471,110 
|                       | Federal funds purchased and         |              |             
|                       | securities sold under repurchase    |              |             
|                       | agreements                          | 4,214,000    | 4,214,000   
|                       | FHLB borrowings                     | 26,000,000   | 26,000,000  
|                       | Capital trust preferred securities  | 5,000,000    | 5,000,000   
|                       | Accrued interest payable            | 404,909      | 404,909     



At December 31, 2003 and 2002, the Corporation had outstanding standby letters of credit and commitments to extend credit.  These off-balance sheet financial instruments are generally exercisable at the market rate prevailing at the date the underlying transaction will be completed, and, therefore, they were deemed to have no current fair market value.



























-33-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 20.  Condensed Parent-Only Financial Statements



Financial statements for Central Virginia Bankshares, Inc., (not consolidated) are presented below.



|BALANCE SHEETS      
|--------------------
|                    
|Assets              
|                    
|                    
|                    
|                    
|                    
|                    
|Liabilities         
|                    
|                    
|                    
|                    
|                    
|Stockholders' Equity
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    
|                    























-34-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 20.  Condensed Parent-Only Financial Statements (Continued)





|STATEMENTS OF INCOME
|--------------------
|                    
|                    
|                    
|Income:             
|                    
|                    
|                    
|                    
|                    
|                    
|Expenses:           
|                    
|                    
|                    
|                    
|                    
|Income taxes        
|                    











































-35-



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note 20.  Condensed Parent-Only Financial Statements (Continued)



|STATEMENTS OF CASH FLOWS                           
|---------------------------------------------------
|                                                   
|                                                   
|                                                   
|Cash Flows From Operating Activities               
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Net cash provided by operating activities          
|                                                   
|Cash Flows From Investing Activities               
|                                                   
|                                                   
|                                                   
|                                                   
|Net cash (used in) investing activities            
|                                                   
|Cash Flows From Financing Activities               
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Net cash provided by (used in) financing activities
|                                                   
|Increase in cash                                   
|Cash, beginning                                    
|                                                   
|Cash, ending                                       









-36-



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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 caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





CENTRAL VIRGINIA BANKSHARES, INC.





Date: April 20, 2004

By:/s/ Ralph Larry Lyons



Ralph Larry Lyons

President and Chief Executive Officer









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EXHIBITS INDEX





Item No.

Description



3.1

Articles of Incorporation, including amendments thereto (incorporated herein by reference to Exhibit 2 to the Registrants Form 8-A filed with the SEC on May 2, 1994).

3.2

Bylaws (incorporated herein by reference to Exhibit 3 to the Registrants Form 8-A filed with the SEC on May 2, 1994).

4.1

Specimen of Registrants Common Stock Certificate (incorporated herein by reference to Exhibit 1 to the Registrants Form 8-A filed with the SEC on May 2, 1994).

14.1

Code of Ethics (filed previously).

21.1

Subsidiaries of the Registrant (filed previously).

23.1

Consent of Mitchell, Wiggins & Company, LLP (filed herewith).

31.1

Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith).

31.2

Rule 13a-14(a) Certification of Chief Financial Officer (filed herewith).

32.1

Statement of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).