SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2000    Commission file number: 000-24002


                        CENTRAL VIRGINIA BANKSHARES, INC.
                 (Name of small business issuer in its charter)

           Virginia                                              54-1467806
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               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) 598-4216

         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. [ X ]

         State issuer's revenues for its most recent fiscal year: $17.2 million.

         The aggregate  market value of the Common Stock held by  non-affiliates
of the Registrant  was  approximately  $18,150,770  computed by reference to the
last sales  price of $10.00 per share as of March 2, 2001,  on The Nasdaq  Stock
MarketSM, as reported in published financial sources.

         At March 2,  2001,  there  were  1,935,799  shares of the  Registrant's
Common Stock outstanding.

         Transitional Small Business Disclosure Format (check one)
         Yes        No   X
             -----     -----


<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE


Document of the Registrant                        Form 10-KSB Reference Location
--------------------------                        ------------------------------

2001 Proxy Statement                              Part III


<PAGE>

                                     PART I
                                     ------

ITEM 1.      DESCRIPTION OF BUSINESS

General

         The  Company  and the Bank.  Central  Virginia  Bankshares,  Inc.  (the
"Company") was incorporated as a Virginia  corporation on March 7, 1986,  solely
to acquire all of the issued and outstanding  shares of Central  Virginia Bank's
(the "Bank") capital stock.  The Bank was incorporated on June 1, 1972 under the
laws of Virginia and, since opening for business on September 17, 1973, its main
and  administrative  office has been located on U.S.  Route 60 at Flat Rock,  in
Powhatan  County,  Virginia.  In  May  1996,  the  administrative  offices  were
relocated to the Corporate Center in the Powhatan  Commercial Center located off
Route 60 near the main office.

         Principal  Market  Area.  The Bank's  primary  service area is Powhatan
County  and  extends  into  Chesterfield  and  Cumberland   counties  which  had
populations of 22,377,  259,903 and 9,017,  respectively,  according to the 2000
census.  The  growth  rate of  these  counties  was  46.0%,  24.2%,  and  15.2%,
respectively  from the 1990  census.  Similar  growth rates are expected for the
foreseeable  future.  The Bank's  main  office is located in the Village of Flat
Rock in  Powhatan  County,  which is on U.S.  Route 60,  eight miles west of the
Village of Midlothian in Chesterfield County. Flat Rock is the commercial hub of
Powhatan  County.   The  Bank's  branch  offices  are  located  in  the  Village
Marketplace  Shopping  Center in the Village of Midlothian and the Market Square
Shopping Center in Brandermill,  both in Chesterfield  County, and on U.S. Route
60 near the  courthouse  and in  Cartersville,  both in Cumberland  County.  The
Bank's  present  intention is to continue  concentrating  its  activities in its
current service area,  which the Bank believes is an attractive area in which to
operate.

         Banking  Services.  The  principal  business  of the Bank is to attract
deposits  and to loan or invest those  deposits on  profitable  terms.  The Bank
engages in a general community and commercial  banking  business,  targeting the
banking needs of individuals and small to medium sized businesses in its primary
service area. The Bank offers all traditional  loan and deposit banking services
as well as newer services such as Internet banking,  telephone banking and debit
cards.  During 2000,  the Bank began  offering a  non-deposit  investment  sales
program in  partnership  with UVEST,  a registered  broker-dealer  and member of
NASD,  SIPC.  The  Bank  makes  seasonal  and  term  loans,  both  alone  and in
conjunction  with other  banks or  governmental  agencies.  The Bank also offers
other related services,  such as ATMs,  travelers'  checks,  safe deposit boxes,
deposit transfer, notary public, escrow, drive-in facilities and other customary
banking  services.  The Bank's lending  policies,  deposit  products and related
services are intended to meet the needs of  individuals  and  businesses  in its
market  area.  The Bank  provides  trust  services to its  customers  through an
affiliation with The Trust Company of Virginia.

         The Bank's  plan of  operation  for future  periods is to  continue  to
operate as a community  bank and to focus its lending and deposit  activities in
its primary  service area. As the Bank's primary  service area shifts from rural
to suburban in nature, the Bank will compete  aggressively for customers through
its traditional personal service and extended hours of operation.  The Bank will
also emphasize the origination of residential  mortgages and construction  loans
as the area  becomes  more  developed.  Consistent  with its focus on  providing
community based financial services, the Bank does not plan to diversify its loan
portfolio  geographically  by making  significant  loans  outside of its primary
service area. While the Bank and its borrowers will be directly  affected by the
economic  conditions and the prevailing real estate market in the area, the Bank
is  better  able  to  monitor  the  financial  condition  of  its  borrowers  by
concentrating its lending  activities in its primary service area. The Bank will
continue  to  evaluate  the  feasibility  of  entering  into  other  markets  as
opportunities to do so become available.


<PAGE>

Lending Activities

         Loan  Portfolio.  The  Company is an active  residential  mortgage  and
residential  construction  lender and also extends consumer loans and commercial
loans to small and medium sized businesses  within its primary service area. The
Company's commercial lending activity extends across its primary service area of
Powhatan,  Cumberland and western  Chesterfield  Counties.  Consistent  with its
focus on  providing  community-based  financial  services,  the Company does not
attempt to diversify its loan  portfolio  geographically  by making  significant
amounts of loans to borrowers outside of its primary service area. The principal
economic risk  associated  with each of the categories of loans in the Company's
portfolio is the creditworthiness of its borrowers.  Within each category,  such
risk is increased or decreased depending on prevailing economic  conditions.  In
an effort to manage this risk,  the Bank's  policy  gives loan  amount  approval
limits to  individual  loan  officers  based on their level of  experience.  All
unsecured loans in excess of $30,000 and all secured loans in excess of $150,000
are approved by the Bank's Senior Loan Committee.  All unsecured loans in excess
of $100,000 and all secured  loans in excess of $500,000 must be approved by the
Board of Directors.  The risk associated with the real estate mortgage loans and
installment loans to individuals varies based upon employment  levels,  consumer
confidence,   fluctuations  in  value  of  residential  real  estate  and  other
conditions that affect the ability of consumers to repay indebtedness.  The risk
associated with commercial,  financial and agricultural  loans varies based upon
the strength and activity of the local economies of the Company's  market areas.
The risk  associated with real estate  construction  loans varies based upon the
supply of and demand for the type of real estate under construction. Many of the
Bank's real estate construction loans are for pre-sold or contract homes.

         Residential  Mortgage  Loans.  Residential  mortgage  loans are made in
amounts up to 80.0% of the appraised value of the security property. Residential
mortgage loans are underwritten using specific qualification guidelines that are
intended to assure that such loans may be eligible  for sale into the  secondary
mortgage market.  The Bank generally requires an appraisal by a licensed outside
appraiser for all loans secured by real estate. In some isolated instances where
the Bank is familiar with the subject property, the current assessed value or an
assessment by Bank lenders may be accepted.  The Bank requires that the borrower
obtain  title,  fire and casualty  insurance  coverage in an amount equal to the
loan  amount  and  in a  form  acceptable  to  the  Bank.  The  Bank  originates
residential  mortgage loans that are sold in the secondary  market.  These loans
are generally either one-year  adjustable rate mortgages  ("ARMs") or fifteen to
thirty  year fixed  rate  mortgages.  Substantially  all  permanent  residential
mortgages made for the Bank's own portfolio are made as three-year ARMs.

         The Bank's  ARMs are  subject  to  limitations  of 2.0% per  three-year
period on interest rate  increases and  decreases.  In addition,  ARMs currently
originated  by the Bank  provide  for a  lifetime  cap of 6.0% or less  from the
borrower's initial interest rate. All changes in the interest rate must be based
on the movement of an external index contractually agreed to by the Bank and the
borrower at the origination of the loan.

         There are risks  resulting  from  increased  costs to a  borrower  as a
result of the periodic repricing mechanisms of these loans. Despite the benefits
of ARMs to an  institution's  asset/liability  management,  they pose additional
risks,  primarily because as interest rates rise, the underlying payments by the
borrower  rise,  increasing  the  potential for default.  At the same time,  the
marketability  of the  underlying  property may be adversely  affected by higher
interest rates.

         The Bank charges  origination  fees on its residential  mortgage loans.
These fees vary among loan products and with market  conditions.  Generally such
fees amount to 1.0% to 3.0% of the loan principal amount. In addition,  the Bank
charges fees to its borrowers to cover the cost of  appraisals,  credit  reports
and certain expenses related to the documentation and closing of loans.



                                      -2-
<PAGE>

         Commercial  Mortgage Loans.  The Bank does not actively seek commercial
permanent  mortgage  loans on  income-producing  properties  such as apartments,
shopping centers, hotels and office buildings. Such requests from Bank customers
and concerning properties in the Bank's established trade area are considered.

         Real  Estate  Construction  Lending.  In  general,  the  Bank  does not
actively  originate  construction loans on  income-producing  properties such as
apartments, shopping centers, hotels and office buildings.

         In order to promote its permanent mortgage lending business and because
of  the  attractive   adjustable  interest  rates  available,   the  Bank  makes
construction and small  development  loans for residential  purposes.  The large
majority of the Bank's  construction  loans are to  experienced  builders.  Such
loans normally carry an interest rate of .5% to 1.5% over the prime bank lending
rate, adjusted daily.  Construction lending entails significant risk as compared
with residential  mortgage lending.  Construction loans typically involve larger
loan balances concentrated with single borrowers or groups of related borrowers.
Construction  loans involve  additional risks attributable to the fact that loan
funds are advanced upon the security of the home under construction, which is of
uncertain  value  prior to the  completion  of  construction.  Thus,  it is more
difficult  to evaluate  accurately  the total loan funds  required to complete a
project and related  loan-to-value  ratios.  To minimize risks  associated  with
construction  lending,  the Bank limits loan amounts to 75.0% of appraised value
on unsold homes and 80.0% of appraised  value on pre-sold  homes, in addition to
its usual credit analysis of its borrowers. The Bank always obtains a first lien
on the property as security for its construction loans.

         Consumer  Lending.  The Bank  currently  offers  most types of consumer
demand,  time  and  installment  loans  for a  variety  of  purposes,  including
automobile loans, home equity lines of credit, and credit cards.

         Commercial Business Lending. As a full-service community bank, the Bank
makes  commercial loans to qualified small businesses in the Bank's market area.
At December 31, 2000,  commercial  business loans were $22.3 million or 16.6% of
the  Bank's  total loan  portfolio,  a  majority  of which were  secured by real
estate.  Commercial  business loans  generally have a higher degree of risk than
residential  mortgage loans but have  commensurately  higher  yields.  To manage
these risks, the Bank secures appropriate  collateral and carefully monitors the
financial  condition of its business  borrowers  and the  concentration  of such
loans in the Bank's portfolio.  Residential mortgage loans generally are made on
the basis of the borrower's ability to make repayment from employment income and
other  sources and are secured by real  property  whose value tends to be easily
ascertainable.  In contrast, commercial business loans typically are made on the
basis of the  borrower's  ability  to make  repayment  from the cash flow of its
business  and are  either  unsecured  or  secured by  business  assets,  such as
accounts receivable,  equipment and inventory.  As a result, the availability of
funds for the  repayment  of  commercial  business  loans  may be  substantially
dependent on the success of the business  itself.  Further,  the  collateral for
secured  commercial  business  loans may  depreciate  over  time,  and cannot be
appraised  with as much precision as  residential  real estate.  At December 31,
2000, the majority of the Bank's non-performing loans were commercial loans.

Competition

         The Bank encounters strong  competition for its banking services within
its primary  service  area from other  community  banks and larger  banks in the
Richmond  metropolitan area.  Financial  companies,  mortgage companies,  credit
unions and savings and loan  associations  also  compete with the Bank for loans
and deposits. In addition,  the Bank must compete for deposits with money market
mutual funds that are marketed  nationally.  Many of the Bank's competitors have
substantially greater resources than the Bank.


                                       -3-
<PAGE>

Additionally,  new  community  banks have  recently  opened in both Powhatan and
Midlothian.  The  internet  is also  providing  an  increasing  amount  of price
oriented  competition  which the Bank  anticipates  to become more intense.  The
success  of the Bank in the past and its  plans  for  success  in the  future is
dependent upon providing superior customer service and convenience.

Employees

         The Company and the Bank had 74 full-time and 26 part-time employees at
December 31, 2000. Employee relations have been good. The Bank sponsors a Profit
Sharing/Retirement Plan for its employees as well as a 401(k) plan.

Regulation and Supervision

         General.  As  a  bank  holding  company,  the  Company  is  subject  to
regulation  under the Bank Holding Company Act of 1956, as amended (the "BHCA"),
and the examination and reporting  requirements of the Board of Governors of the
Federal  Reserve System (the "Federal  Reserve  Board").  Under the BHCA, a bank
holding company may not directly or indirectly  acquire  ownership or control of
more than 5% of the voting shares or substantially all of the assets of any bank
or merge or  consolidate  with another bank  holding  company  without the prior
approval  of the  Federal  Reserve  Board.  The BHCA also  generally  limits the
activities of a bank holding company to that of banking, managing or controlling
banks,  or any other  activity  which is determined to be so closely  related to
banking or to managing or  controlling  banks that an  exception  is allowed for
those activities.

         As  a   state-chartered   commercial  bank,  the  Bank  is  subject  to
regulation,  supervision  and  examination  by the  Virginia  State  Corporation
Commission's Bureau of Financial Institutions. It also is subject to regulation,
supervision and examination by the Federal Reserve Board.  State and federal law
also governs the activities in which the Bank engages,  the investments  that it
makes and the  aggregate  amount of loans that may be  granted to one  borrower.
Various  consumer and  compliance  laws and  regulations  also affect the Bank's
operations.

         The earnings of the Company's subsidiaries,  and therefore the earnings
of  the  Company,  are  affected  by  general  economic  conditions,  management
policies,  changes  in state and  federal  legislation  and  actions  of various
regulatory  authorities,  including  those  referred  to  above.  The  following
description summarizes the significant state and federal and state laws to which
the Company and the Bank are subject. To the extent that statutory or regulatory
provisions  or proposals  are  described,  the  description  is qualified in its
entirety by reference to the  particular  statutory or regulatory  provisions or
proposals.

         Payment of  Dividends.  The  Company  is a legal  entity  separate  and
distinct from its banking and other subsidiaries. Virtually all of the Company's
revenues will result from dividends paid to the Company by the Bank. The Bank is
subject to laws and  regulations  that limit the amount of dividends that it can
pay.  In  addition,  both  the  Company  and the  Bank are  subject  to  various
regulatory  restrictions  relating  to  the  payment  of  dividends,   including
requirements  to  maintain  capital  at or above  regulatory  minimums.  Banking
regulators  have  indicated  that banking  organizations  should  generally  pay
dividends only if the organization's net income available to common shareholders
over the past year has been  sufficient  to fully  fund the  dividends,  and the
prospective   rate  of   earnings   retention   appears   consistent   with  the
organization's capital needs, asset quality and overall financial condition. The
Company  does not expect that any of these laws,  regulations  or policies  will
materially  affect  the  ability of the Bank to pay  dividends.  During the year
ended December 31, 2000, the Bank declared  $790,721 in dividends payable to the
Company.



                                      -4-
<PAGE>


         Insurance of Accounts,  Assessments  and  Regulation  by the FDIC.  The
deposits  of the Bank are  insured by the FDIC up to the limits set forth  under
applicable  law. The  deposits of the Bank are subject to the deposit  insurance
assessments of the Bank Insurance Fund ("BIF") of the Federal Deposit  Insurance
Corporation (the "FDIC").

         The FDIC has  implemented  a risk-based  deposit  insurance  assessment
system  under  which the  assessment  rate for an insured  institution  may vary
according to  regulatory  capital  levels of the  institution  and other factors
(including supervisory evaluations).  Depository institutions insured by the BIF
that are "well  capitalized",  are  required to pay only the  statutory  minimum
assessment of $2,000 annually for deposit  insurance,  while all other banks are
required to pay premiums ranging from .03% to .27% of domestic  deposits.  These
rate schedules are subject to future  adjustments by the FDIC. In addition,  the
FDIC has authority to impose  special  assessments  from time to time.  However,
because the legislation  enacted in 1996 requires that both Savings  Association
Insurance  Fund insured and  BIF-insured  deposits pay a pro rata portion of the
interest due on the obligations issued by the Financing Corporation, the FDIC is
assessing  BIF-insured  deposits  an  additional  1.30 basis  points per $100 of
deposits to cover those obligations.

         The FDIC is authorized  to prohibit any  BIF-insured  institution  from
engaging in any activity that the FDIC determines by regulation or order to pose
a serious threat to the respective  insurance fund.  Also, the FDIC may initiate
enforcement actions against banks, after first giving the institution's  primary
regulatory  authority an opportunity to take such action. The FDIC may terminate
the deposit  insurance of any depository  institution if it determines,  after a
hearing,  that the  institution  has engaged or is engaging in unsafe or unsound
practices,  is in an unsafe or unsound condition to continue operations,  or has
violated any  applicable  law,  regulation,  order or any  condition  imposed in
writing by the FDIC. It also may suspend deposit  insurance  temporarily  during
the  hearing  process  for  the  permanent  termination  of  insurance,  if  the
institution has no tangible  capital.  If deposit  insurance is terminated,  the
deposits  at the  institution  at  the  time  of  termination,  less  subsequent
withdrawals,  shall  continue  to be insured for a period from six months to two
years,  as  determined  by the FDIC.  Management  is not  aware of any  existing
circumstances that could result in termination of any Bank's deposit insurance.

         Capital.  The Federal Reserve Board has issued  risk-based and leverage
capital guidelines applicable to banking organizations that it supervises. Under
the risk-based capital requirements, the Company and the Bank are each generally
required to maintain a minimum  ratio of total capital to  risk-weighted  assets
(including  certain  off-balance  sheet  activities,  such as standby letters of
credit) of 8%. At least half of the total  capital  must be  composed  of common
equity, retained earnings and qualifying perpetual preferred stock, less certain
intangibles   ("Tier  1  capital").   The   remainder  may  consist  of  certain
subordinated  debt,  certain hybrid  capital  instruments  and other  qualifying
preferred  stock  and a  limited  amount  of the loan  loss  allowance  ("Tier 2
capital," which, together with Tier 1 capital, composes "total capital").

         In  addition,  each of the  federal  banking  regulatory  agencies  has
established  minimum  leverage capital  requirements for banking  organizations.
Under these requirements, banking organizations must maintain a minimum ratio of
Tier 1 capital to adjusted  average  quarterly assets equal to 3% to 5%, subject
to federal bank regulatory  evaluation of an  organization's  overall safety and
soundness.

         The  risk-based   capital   standards  of  the  Federal  Reserve  Board
explicitly  identify  concentrations  of credit risk and the risk  arising  from
non-traditional  activities,  as well as an institution's ability to anage these
risks, as important  factors to be taken into account by the agency in assessing
an institution's  overall capital adequacy.  The capital guidelines also provide
that an institution's exposure


                                      -5-
<PAGE>

to a decline in the  economic  value of its  capital  due to changes in interest
rates  be  considered  by  the  agency  as a  factor  in  evaluating  a  banking
organization's capital adequacy.

         Other  Safety  and  Soundness  Regulations.   There  are  a  number  of
obligations  and  restrictions  imposed  on bank  holding  companies  and  their
depository  institution  subsidiaries by federal law and regulatory  policy that
are  designed  to reduce  potential  loss  exposure  to the  depositors  of such
depository  institutions  and to the FDIC insurance  funds in the event that the
depository  institution is insolvent or is in danger of becoming insolvent.  For
example,  under the  requirements  of the Federal  Reserve Board with respect to
bank holding company operations,  a bank holding company is required to serve as
a source of financial strength to its subsidiary depository  institutions and to
commit resources to support such  institutions in  circumstances  where it might
not do so otherwise.  In addition,  the "cross-guarantee"  provisions of federal
law require insured  depository  institutions  under common control to reimburse
the FDIC for any loss suffered or reasonably anticipated by the FDIC as a result
of the insolvency of commonly controlled insured depository  institutions or for
any assistance  provided by the FDIC to commonly  controlled  insured depository
institutions  in  danger  of  failure.  The  FDIC may  decline  to  enforce  the
cross-guarantee  provision  if it  determines  that  a  waiver  is in  the  best
interests of the deposit  insurance  funds.  The FDIC's claim for  reimbursement
under the cross  guarantee  provisions is superior to claims of  shareholders of
the insured depository  institution or its holding company but is subordinate to
claims  of  depositors,   secured   creditors  and   nonaffiliated   holders  of
subordinated debt of the commonly controlled insured depository institutions.

         The federal  banking  agencies  also have broad  powers  under  current
federal  law to take  prompt  corrective  action to resolve  problems of insured
depository  institutions.  The extent of these  powers  depends upon whether the
institution   in  question   is  well   capitalized,   adequately   capitalized,
undercapitalized, significantly undercapitalized or critically undercapitalized,
as defined by the law. As of December  31,  2000,  the Company and the Bank were
classified as well capitalized.

         State banking  regulators also have broad  enforcement  powers over the
Bank,  including  the  power to  impose  fines  and  other  civil  and  criminal
penalties, and to appoint a conservator.

         Interstate  Banking  and  Branching.  Current  federal  law  authorizes
interstate  acquisitions of banks and bank holding companies without  geographic
limitation.  Effective  June 1,  1997,  a bank  headquartered  in one  state was
authorized  to merge  with a bank  headquartered  in another  state,  as long as
neither of the states had opted out of such interstate merger authority prior to
such  date.  After  a bank  has  established  branches  in a  state  through  an
interstate  merger  transaction,  the bank may establish and acquire  additional
branches at any location in the state where a bank  headquartered  in that state
could have established or acquired  branches under  applicable  federal or state
law.

         Gramm-Leach-Bliley Act of 1999. The Gramm-Leach-Bliley Act of 1999 (the
"Act") was signed into law on November 12, 1999. The Act covers a broad range of
issues,  including a repeal of most of the  restrictions on  affiliations  among
depository institutions,  securities firms and insurance companies.  Most of the
Act's  provisions  require  the  federal  bank  regulatory  agencies  and  other
regulatory bodies to adopt regulations to implement the Act, and for that reason
an assessment of the full impact on the Company of the Act must await completion
of that regulatory process.

         The Act  repeals  sections  20 and 32 of the  Glass-Stegall  Act,  thus
permitting unrestricted affiliations between banks and securities firms. The Act
also  permits  bank  holding  companies  to elect to  become  financial  holding
companies.  A financial  holding company may engage in or acquire companies
that  engage  in a broad  range  of  financial  services,  including  securities
activities such as  underwriting,  dealing,  brokerage,  investment and merchant
banking; and insurance underwriting, sales and brokerage


                                      -6-
<PAGE>

activities.  In order to become a financial  holding  company,  the bank holding
company   and   all  of  its   affiliated   depository   institutions   must  be
well-capitalized,  well-managed,  and  have at  least a  satisfactory  Community
Reinvestment Act rating.

         The Act  provides  that the states  continue to have the  authority  to
regulate insurance  activities,  but prohibits the states in most instances from
preventing or significantly  interfering with the ability of a bank, directly or
through   an   affiliate,   to  engage   insurance   sales,   solicitations   or
cross-marketing  activities.  Although the states  generally  must regulate bank
insurance  activities in a nondiscriminatory  manner, the states may continue to
adopt and enforce rules that specifically  regulate bank insurance activities in
certain areas identified in the Act. The Act directs the federal bank regulatory
agencies to adopt insurance consumer protection  regulations that apply to sales
practices, solicitations, advertising and disclosures.

         The Act  adopts a system  of  functional  regulation  under  which  the
Federal  Reserve  Board is  confirmed as the umbrella  regulator  for  financial
holding   companies,   but  financial  holding  company  affiliates  are  to  be
principally  regulated  by  functional  regulators  such as the FDIC  for  state
nonmember bank affiliates, the Securities and Exchange Commission for securities
affiliates  and state  insurance  regulators for insurance  affiliates.  The Act
repeals  the broad  exemption  of banks from the  definitions  of  "broker"  and
"dealer" for purposes of the  Securities  Exchange Act of 1934, as amended,  but
identifies a set of specific  activities,  including  traditional bank trust and
fiduciary  activities,  in  which a bank  may  engage  without  being  deemed  a
"broker",  and a set of  activities  in which a bank may  engage  without  being
deemed a "dealer".  The Act also makes conforming  changes in the definitions of
"broker" and "dealer" for  purposes of the  Investment  Company Act of 1940,  as
amended, and the investment Advisers Act of 1940, as amended.

         The Act contains  extensive  customer  privacy  protection  provisions.
Under these provisions,  a financial  institution must provide to its customers,
at the  inception of the customer  relationship  and  annually  thereafter,  the
institution's  policies and  procedures  regarding  the  handling of  customers'
nonpublic  personal  financial  information.  The Act provides that,  except for
certain  limited  exceptions,  an  institution  may not  provide  such  personal
information to unaffiliated  third parties unless the  institution  discloses to
the customer that such  information may be so provided and the customer is given
the opportunity to opt out of such  disclosure.  An institution may not disclose
to a  non-affiliated  third party,  other than to a consumer  reporting  agency,
customer  account  numbers or other similar  account  identifiers  for marketing
purposes.  The Act also  provides  that the  states may adopt  customer  privacy
protections  that are more strict than those  contained in the Act. The Act also
makes  a  criminal  offense,  except  in  limited  circumstances,  obtaining  or
attempting to obtain customer information of a financial nature by fraudulent or
deceptive means.

ITEM 2.      DESCRIPTION OF PROPERTIES

         The main  office of the Company and the Bank was built in 1978 and is a
two-story building of brick  construction,  with approximately 8,500 square feet
of  floor  space.  It is  located  on Route 60 in the  Village  of Flat  Rock in
Powhatan  County.  On March 6, 1992,  the Bank  purchased  the  deposits  of the
Powhatan  office of the former Coreast  Federal Savings Bank from the Resolution
Trust Corporation  assuming  approximately $9.0 million in deposit  liabilities.
The Bank also  negotiated the purchase of that branch site and its furniture and
equipment at a price at or slightly below market value.  The branch  facility is
located in the Village of Flat Rock across Route 60 from the Bank's main office.
This facility allows the Bank to service  westbound traffic on Route 60 with its
drive-in teller facility,  and also houses the Bank's secondary  mortgage market
loan origination operation. In April 1993, the Bank acquired the branch facility
of the former  Investors  Federal  Savings  Bank  located  in the Market  Square
Shopping Center in Brandermill



                                      -7-
<PAGE>

in Chesterfield County, through the Resolution Trust Corporation. This one-story
building  contains  approximately  1,600  square feet and opened for business on
November  1, 1993.  The Bank's  other  branches  are  located in the  Village of
Midlothian in  Chesterfield  County and on U.S. Route 60 near the courthouse and
in Cartersville,  both in Cumberland  County. The Midlothian branch is a one and
one-half story building with  approximately  3,000 square feet. The Cartersville
location,  which was originally  opened in 1985, was replaced in mid-1994 with a
one-story brick building with approximately  1,600 square feet. In June 1998 the
Bank  opened a 4,800  square  foot  branch  located on U. S. Route 60  (Anderson
Highway) near the courthouse in Cumberland County, Virginia.

         In May 1996 the  Company  moved  its  administrative  staff to a 15,000
square foot two-story Corporate Center in the Powhatan Commercial Center located
off U.S.  Route 60 near  the  main  office.  The  Corporate  Center  houses  the
executive   offices,   finance  and  accounting,   computer   operations,   loan
administration and bookkeeping departments all of which were formerly located in
the main office.

ITEM 3.      LEGAL PROCEEDINGS

         As previously reported in the Company's Quarterly Report on Form 10-QSB
for the period  ended June 30, 2000,  the Bank was a party to lawsuits  filed by
Old Republic National Title Insurance Company,  in its own name and on behalf of
twelve mortgage  lenders  insured by Old Republic,  in the Circuit Court for the
County of  Chesterfield,  Virginia and by the trustee in bankruptcy for Alliance
Title and Escrow,  Ltd. in the United  States  Bankruptcy  Court for the Eastern
District  of  Virginia.   Both  lawsuits   arose   primarily  from  the  alleged
misappropriation  of funds by the president of Alliance  Title from the Alliance
Title accounts maintained with the Bank.

         In August 2000,  the Bank,  Old Republic and the trustee in  bankruptcy
for Alliance  Title reached an agreement to settle the lawsuits.  The settlement
agreement has been signed and all  proceedings  in the United States  Bankruptcy
Court have been dismissed. The consummation of the settlement in the state court
cases is in progress. Although the parties are required to keep the terms of the
settlement confidential,  the settlement does not have a material adverse impact
on the Company.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of securities  holders  through the
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.










                                      -8-
<PAGE>

                                     PART II
                                     -------

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common Stock

         Central  Virginia  Bankshares,  Inc common  stock  trades on The Nasdaq
Stock  MarketSM  under the symbol  "CVBK".  As of March 2, 2001, the Company had
approximately 861 shareholders of record.

         The  following  table shows  dividends  paid and the high and low trade
prices by quarter for the past two years according to Nasdaq:
<TABLE>
<CAPTION>
                                            2000                                            1999
                         ------------------------------------------     -------------------------------------------
                                                         Dividends                                       Dividends
                          High Trade      Low Trade        Paid           High Trade      Low Trade        Paid
                          ----------      ---------        ----           ----------      ---------        ----
<S>                         <C>             <C>            <C>             <C>             <C>             <C>
First Quarter               $10.00          $8.625         $.10            $14.375         $12.00          $.10
Second Quarter                9.375          8.125          .10             13.00           12.00           .10
Third Quarter                 9.125          8.375          .10             12.75           11.00           .10
Fourth Quarter               10.00           8.75           .11             12.00            9.8125         .10
</TABLE>

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The  Company's  net  income for the year ended  December  31,  2000 was
$2,060,450,  an  increase  of 5.1% from  1999.  This  increase  reflects  a 4.6%
increase in net interest  income,  which was primarily due to a 4.9% increase in
average interest earning assets for the year. In addition,  non-interest  income
rose 18.3%  primarily due to a 14.7%  increase in deposit fees and other service
charges on deposit  accounts and a 30.4% increase in the "other"  category which
includes the results of our non-deposit  investment sales program which began in
May 2000.  Net income per common  share was $1.07 in 2000  compared  to $1.02 in
1999.

         The  Company's  net income  totaled  $1,960,090 in 1999, an increase of
1.2% from 1998.  These  results  also  reflect an increase  in the net  interest
income. Average  interest-earning  assets increased 18.6% in 1999 as compared to
1998. In addition,  other income rose 15.7% primarily due to a 43.0% increase in
service  charges on deposit  accounts.  The  increase  in these fees in 1999 was
primarily  due to an  increase  in the number of deposit  accounts  outstanding,
which began increasing in 1998 and continued to grow during 1999. Net income per
common  share was $1.02 in 1999  compared  to $1.01 in 1998.  All per share data
reflect a 2-for-1 stock split paid in August 1998.

         The Company's  return on average equity was 11.5% in 2000,  compared to
11.3%  and  12.2% in 1999 and  1998,  respectively.  Return  on  average  assets
amounted to 1.06%, 1.05% and 1.23% for these same years.

         Net Interest  Income.  The Company's net interest income was $7,917,254
in 2000, compared to $7,570,848 and $6,466,420 for 1999 and 1998, respectively.



                                      -9-
<PAGE>
         The following table sets forth the Company's  average  interest earning
assets (on a tax equivalent basis) and average interest bearing liabilities, the
average yields earned on such assets and rates paid on such liabilities, and the
net interest margin, all for the periods indicated.
<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                              -------------------------------------------------------------------------------------------------
                                          2000                                1999                            1998
                              -----------------------------      ----------------------------      ----------------------------
                              Average                 Yield/     Average                Yield/     Average                Yield/
                              Balance     Interest    Rate       Balance     Interest    Rate      Balance     Interest    Rate
                              --------    --------    -----      --------    --------    ----      --------    --------    ----
                                             (dollars in thousands)
<S>                           <C>         <C>         <C>        <C>         <C>         <C>       <C>         <C>         <C>
Interest earning assets:
Federal funds sold            $  2,416    $    154     6.37%     $     56    $      3    5.36%     $  3,747    $    210    5.60%
                              --------    --------    -----      --------    --------    ----      --------    --------    ----

Securities: (5)
  U.S. Treasury and other
    U.S. government
    agencies and corporations $ 16,897    $  1,089     6.44%     $ 22,028    $  1,415    6.42%     $ 25,546    $  1,678    6.57%
  States and political
    subdivisions (3)            23,597       1,716     7.27%       25,029       1,833    7.32%       19,101       1,491    7.81%
  Other securities               6,682         534     7.99%        5,231         391    7.47%        1,821         141    7.74%
                              --------    --------    -----      --------    --------    ----      --------    --------    ----

    Total securities (3)        47,176       3,339     7.08%       52,288       3,639    6.96%       46,468       3,310    7.12%
                              --------    --------    -----      --------    --------    ----      --------    --------    ----

Loans (1)(2)(4)                133,131      12,422     9.33%      121,783      10,871    8.93%       96,560       9,131    9.46%
                              --------    --------    -----      --------    --------    ----      --------    --------    ----

  Total interest-earning
    assets (3)                $182,723    $ 15,915     8.71%     $174,127    $ 14,513    8.33%     $146,775    $ 12,651    8.62%
                              ========    ========    =====      ========    ========    ====      ========    ========    ====

Interest bearing
liabilities:
Deposits:
  Interest bearing demand     $ 31,926    $    925     2.90%     $ 33,789    $    974    2.88%     $ 26,219    $    754    2.88%
  Savings                       18,582         603     3.25%       18,949         613    3.24%       15,361         497    3.24%
  Other time                    85,271       5,026     5.89%       80,986       4,334    5.35%       75,083       4,266    5.68%
                              --------    --------    -----      --------    --------    ----      --------    --------    ----

    Total deposits             135,779       6,554     4.83%      133,724       5,921    4.43%      116,663       5,517    4.73%

Federal funds purchased
  and securities sold
  under repurchase agreements    1,065          64     6.01%        6,094         325    5.33%          754          44    5.84%
FHLB borrowings                 16,602       1,081     6.51%        7,338         427    5.82%        5,000         297    5.94%
Long-term debt                      20           2    10.00%           29           2    6.90%           38           3    7.89%
                              --------    --------    -----      --------    --------    ----      --------    --------    ----
  Total interest-bearing
    liabilities               $153,466    $  7,701     5.02%     $147,185    $  6,675    4.54%     $122,455    $  5,861    4.79%
                              ========    ========    =====      ========    ========    ====      ========    ========    ====

Net interest spread                       $  8,214     3.69%                 $  7,838    3.79%                 $  6,790    3.83%
                                          ========    =====                  ========    ====                  ========    ====

Net interest margin                                   4.50%                              4.50%                             4.63%
                                                      =====                              ====                              ====
</TABLE>
_______________
(1)  Installment loans are stated net of unearned income.
(2)  Average loan balances include nonaccrual loans.
(3)  Tax-exempt  income has been  adjusted  to a  tax-equivalent  basis using an
     incremental rate of 34%.
(4)  Interest  income on loans includes loan fees of $618,744 in 2000,  $727,800
     in 1999, and $514,033 in 1998.
(5)  Includes securities available for sale and securities held to maturity.


                                      -10-
<PAGE>

         The  net  interest   margin  is  a  measure  of  net  interest   income
performance. It represents the difference between interest income, including net
loan fees earned,  and interest  expense,  reflected as a percentage  of average
interest  earning  assets.  The Company's net interest margin was 4.50% in 2000,
compared  to 4.50%  during  1999 and  4.63% in  1998.  The net  interest  margin
remained  the same in 2000 as in 1999 as the  tax-equivalent  yield on  interest
earning  assets  increased  to 8.71% in 2000 from  8.33% in 1999 and the cost of
funds increased to 5.02% in 2000 from 4.54% in 1999. These increases reflect the
general  increases in rates in 2000. The net interest  margin  decreased in 1999
primarily due to lower than  historical loan rates in the first part of the year
and the gradual rate increases seen at year's end.

         Net  interest  income is affected by changes in both  average  interest
rates and  average  volumes  of  interest-earning  assets  and  interest-bearing
liabilities.  The following  table sets forth the amounts of the total change in
interest income that can be attributed to rate (change in rate multiplied by old
volume)  and volume  (change in volume  multiplied  by old rate) for the periods
indicated.  The amount of change not  solely due to rate or volume  changes  was
allocated  between the change due to rate and the change due to volume  based on
the relative size of the rate and volume changes.
<TABLE>
<CAPTION>
                                                   2000 Compared to 1999                  1999 Compared to 1998
                                             ----------------------------------     ----------------------------------
                                              Volume        Rate         Net         Volume       Rate         Net
                                             --------     --------     --------     --------     --------     --------
                                                                      (dollars in thousands)
<S>                                          <C>          <C>          <C>          <C>          <C>          <C>
Interest income
Federal funds sold                           $    150     $      1     $    151     ($   198)    ($     9)    ($   207)
                                             --------     --------     --------     --------     --------     --------
Securities: (1)
  U.S. Treasury and other U. S
    government agencies and corporations         (331)           5         (326)        (227)         (36)        (263)
  States and political subdivisions (2)          (104)         (13)        (117)         427          (85)         342
  Other securities                                114           29          143          255           (5)         250
                                             --------     --------     --------     --------     --------     --------
    Total  securities                            (321)          21         (300)         455         (126)         329
                                             --------     --------     --------     --------     --------     --------

Loans                                           1,044          507        1,551        2,216         (476)       1,740
                                             --------     --------     --------     --------     --------     --------
    Total interest income                    $    873     $    529     $  1,402     $  2,473     ($   611)    $  1,862
                                             ========     ========     ========     ========     ========     ========

Interest expense:
Deposits:
  Interest bearing demand                    ($    54)    $      5     ($    49)    $    218     $      2     $    220
  Savings                                         (12)           2          (10)         116            0          116
  Other time                                      237          455          692          262         (194)          68
                                             --------     --------     --------     --------     --------     --------
    Total deposits                                171          462          633          596         (192)         404
Federal funds purchased and securities
   sold under repurchase agreements              (308)         (47)        (261)         285           (4)         281
FHLB advances                                     597           57          654          136           (6)         130
Long-term debt                                      0            0            0           (1)           0           (1)
                                             --------     --------     --------     --------     --------     --------
    Total interest expense                   $    460     $    566     $  1,026     $  1,016     ($   202)    $    814
                                             ========     ========     ========     ========     ========     ========
Increase (decrease) in net interest
   income                                    $    413     ($    37)    $    376     $  1,457     ($   409)    $  1,048
                                             ========     ========     ========     ========     ========     ========
</TABLE>
______________
(1)  Includes securities available for sale and securities held to maturity.
(2)  Fully taxable equivalent basis.

         Non-Interest  Income.  For  the  year  ended  December  31,  2000,  the
Company's  non-interest  income increased 18.3% to $1,583,878 from $1,339,124 in
1999.  Service  charges on deposit  accounts  increased  14.7% and other  income
increased  30.4%.  The increase in service charges relates to an increase in the
number  of  deposit  accounts  as well as  increases  in many of the  individual
charges  that had



                                      -11-
<PAGE>

not been  increased  in several  years.  Our new  non-deposit  investment  sales
program contributed  approximately $71,000 to the increase in other income. This
program  exceeded our initial  revenue  estimates  and is expected to contribute
significant income in the future.

         In 1999, the Company's non-interest income increased to $1,339,124 from
$1,157,677  in 1998,  a 15.7%  gain.  This is the result of a  $295,092  (42.9%)
increase in service charges on deposit  accounts,  and a $31,091 (8.9%) decrease
in other  income.  Included  in the other  income is a $57,632  decrease in fees
received on loans sold in the secondary  mortgage market.  Gains realized on the
sale of  securities  available  for sale also  decreased  to $5,788 in 1999 from
$88,342 in 1998.

         Non-Interest  Expenses.   Non-interest  expenses  for  the  year  ended
December 31, 2000  increased  6.4% from 1999.  The Company's  efforts to control
growth in  non-interest  expense  are  reflected  in the fact  that  advertising
expenses decreased 30.0%,  office supplies and postage expenses decreased 11.9%,
and professional fees and other operating  expenses both decreased less than 1%.
Professional  fees include legal fees paid to defend the Bank in a lawsuit filed
in May  1999.  This  suit was  settled  in the  third  quarter  of 2000  with no
significant  financial  impact on the  Company.  Employee  salaries and benefits
expenses  increased  13.5%  in  2000  due  to  normal  turnover  and  subsequent
replacement  coupled with general  increases in the cost of benefits.  Occupancy
and  equipment  related  expenses  increased  9.8% as the  depreciation  expense
related to new equipment  placed into service in 1999 was  recognized for a full
year.

         In 1999, the Company's total  non-interest  expenses increased 22.3% to
$5,927,837.   The  increase  in   equipment   expenses  of  31.3%  is  primarily
attributable  to new equipment  purchased and placed in service during the year.
Some  of  this  new  equipment  was in  response  to  Y2K,  but  mostly  was the
replacement  of  outdated  and  inefficient  equipment.  Advertising  and public
relations  expense  decreased  $78,120,  or 30.9% as the Company cut back on the
amount of targeted  marketing  efforts that it had  employed in 1998.  Legal and
professional  fees increased 141.8% to $285,551  primarily due to costs incurred
to  defend  the Bank in a  lawsuit  filed in May  1999.  Included  in the  37.7%
increase  in other  operating  expenses is  approximately  $68,000 in direct Y2K
related  expenses.  The  Company's  preparation  for this  event  rendered  it a
non-event except for the expense involved.

         Income Taxes.  The Company  reported  income taxes of $732,629 in 2000,
compared  to  $714,045  in 1999 and  $643,355  in 1998.  These  amounts  yielded
effective tax rates of 26.2%, 26.7%, and 24.9%, respectively.

Financial Condition

         Loan  Portfolio.  The  Company is an active  residential  mortgage  and
residential  construction lender and generally extends commercial loans to small
and medium sized  businesses  within its primary  service  area.  The  Company's
commercial lending activity extends across its primary service area of Powhatan,
Cumberland  and  western  Chesterfield  Counties.  Consistent  with its focus on
providing  community-based  financial  services,  the Company generally does not
attempt to diversify its loan  portfolio  geographically  by making  significant
amounts of loans to borrowers outside of its primary service area.

         The principal  economic risk  associated with each of the categories of
loans in the  Company's  portfolio  is the  creditworthiness  of its  borrowers.
Within  each  category,  such  risk  is  increased  or  decreased  depending  on
prevailing  economic  conditions.  The risk  associated  with  the  real  estate
mortgage loans and installment loans to individuals varies based upon employment
levels,  consumer



                                      -12-
<PAGE>

confidence,   fluctuations  in  value  of  residential  real  estate  and  other
conditions that affect the ability of consumers to repay indebtedness.  The risk
associated with commercial,  financial and agricultural  loans varies based upon
the strength and activity of the local economies of the Company's  market areas.
The risk  associated with real estate  construction  loans varies based upon the
supply of and demand for the type of real estate under construction. Many of the
Company's  real estate  construction  loans are for pre-sold or contract  homes.
Builders are limited as to the number and dollar amount of loans for speculative
home  construction  based on the  financial  strength  of the  borrower  and the
prevailing market conditions.

         Net loans outstanding increased $3.8 million or 3.0% from year-end 1999
to  year-end  2000  compared  to an  increase  of $19.0  million,  or 17.3% from
year-end 1998 to year-end  1999. The loan to deposit ratio was 79.8% at December
31, 2000, compared to 84.5% at December 31, 1999 and 70.8% at December 31, 1998.

         The following  table  summarizes the Company's loan  portfolio,  net of
unearned income:

                                                    At December 31
                                       ----------------------------------------
                                          2000           1999            1998
                                          ----           ----            ----
                                                (dollars in thousands)
         Real Estate:
            Mortgage                   $   60,188     $   58,058     $   51,603
            Home equity                     4,334          4,632          4,793
            Construction                   20,022         19,029         14,330
                                       ----------     ----------     ----------
               Total real estate       $   84,544     $   81,719     $   70,726
         Commercial                        22,290         20,109         17,674
         Bank cards                           840            795            704
         Installment                       26,732         27,723         22,029
                                       ----------     ----------     ----------
                                       $  134,406     $  130,346     $  111,133
         Less unearned income                (364)          (291)          (300)
                                       ----------     ----------     ----------
                                          134,042        130,055        110,833
         Allowance for loan losses         (1,658)        (1,487)        (1,267)
                                       ----------     ----------     ----------
         Loans, net                    $  132,384     $  128,568     $  109,566
                                       ==========     ==========     ==========

         As shown in the above  table,  the total  amount of real  estate  loans
outstanding  increased  by $2.8  million  in 2000 and by $11.0  million in 1999.
During 2000,  the amount of installment  loans to individuals  decreased by $1.0
million  from 1999,  compared to an increase of $5.7  million in 1999 from 1998.
Commercial,  financial and agricultural  loans increased by $2.2 million in 2000
compared to an increase of $2.4 million in 1999.

         At December 31, 2000, no  concentrations  of loans  exceeding  10.0% of
total loans existed which were not disclosed as a separate category of loans.



                                      -13-
<PAGE>

         The  following  table  shows the  maturity of loans  outstanding  as of
December 31, 2000. Also provided are the amounts due classified according to the
sensitivity to changes in interest rates.
<TABLE>
<CAPTION>
                                                                      Maturing
                                               -------------------------------------------------------
                                                              After One
                                                 Within       but Within       After
                                                One Year      Five Years     Five Years       Total
                                               ----------     ----------     ----------     ----------
                                                            (dollars in thousands)
<S>                                            <C>            <C>            <C>            <C>
         Real estate mortgage                  $      146     $    2,706     $   57,336     $   60,188
         Installment                                1,069         23,762          1,901         26,732
         Other (1)                                  5,939         18,427         23,120         47,486
                                               ----------     ----------     ----------     ----------
                                               $    7,154     $   44,895     $   82,357     $  134,406
                                               ==========     ==========     ==========     ==========
         Loans maturing with:
                Fixed interest rates                                                        $   47,977
                Variable interest rates                                                         86,429
                                                                                            ----------
                                                                                            $  134,406
                                                                                            ==========
</TABLE>
_______________

(1) Includes home equity,  real estate  construction,  bank card, and commercial
    loans.

         Asset Quality. Non-performing loans include non-accrual loans, loans 90
days or more past due and  restructured  loans.  Non-accrual  loans are loans on
which interest  accruals have been  discontinued.  Loans which reach non-accrual
status may not be restored to accrual status until all delinquent  principal and
interest has been paid, or the loan becomes both well secured and in the process
of collection. Restructured loans are loans with respect to which a borrower has
been granted a concession on the interest rate or the original  repayment  terms
because of financial difficulties.

         Non-performing  loans totaled $1,332,871 at December 31, 2000, compared
to  $1,789,292  at December  31, 1999 and  $595,000 at December  31,  1998.  The
decrease in non-performing loans in 2000 reflects an increase in loans accounted
for on a  non-accrual  basis and a decrease in loans  contractually  past due 90
days or more. In 1999, the increase in loans  contractually  past due 90 days or
more  included  one large loan of  $649,000,  three  loans to the same  borrower
totaling  $194,000,  and one  additional  large loan of $255,000.  At the end of
2000, two of these loans are accounted for on a non-accrual  basis and one is no
longer considered to be  non-performing.  All of these loans are well secured by
real estate and no significant losses are expected regardless of the resolution.

         Management  forecloses on  delinquent  real estate loans when all other
repayment  possibilities  have been  exhausted.  Real  estate  acquired  through
foreclosure  (OREO) was $246,500 at December 31, 2000,  compared to $369,274 and
$479,725 at December 31, 1999 and 1998, respectively. Except for one parcel, all
other foreclosed property held at December 31, 2000 was in the Company's primary
service area and consisted of two single-family dwellings, one building lot, and
an 8-acre parcel of improved land. The Bank has incurred current period expenses
related to  carrying  OREO on its books of $20,000 in 2000 and  $11,000 in 1999.
The Bank's practice is to value real estate acquired through  foreclosure at the
lower  of  (i)  an  independent   current  appraisal  or  market  analysis  less
anticipated costs of disposal,  or (ii) the pre-existing loan balance.  The Bank
is  actively  marketing  all  foreclosed  real  estate  and does not  anticipate
material write-downs in value before disposition.

         Management does not believe that the level of  non-performing  loans in
2000 reflects any systemic problem in the Company's loan portfolio.  At December
31, 2000,  non-accrual  loans totaled



                                      -14-
<PAGE>

$950,249  compared to $108,932 at December 31, 1999 and $237,000 at December 31,
1998.  Management  does not  anticipate  a material  increase in  non-performing
assets,  although it may move to foreclose  on  borrowers  whose loans were on a
non-accrual status at December 31, 2000.

         The following table summarizes non-performing loans:
<TABLE>
<CAPTION>
                                                                                      At December 31
                                                                            ----------------------------------
                                                                                2000       1999       1998
                                                                               ------     ------     ------
                                                                                       (dollars in thousands)
<S>                                                                            <C>        <C>        <C>
Loans accounted for on a non-accrual basis                                     $  950     $  109     $  237
Loans contractually past due 90 days or more as to interest or
   principal payments (not included in non-accrual loans above)                   383      1,680        358
Loans restructured and in compliance with modified terms (not
   included in non-accrual loans or loans contractually past due
   90 days or more above)                                                           -          -          -
                                                                               ------     ------     ------
      Total                                                                    $1,333     $1,789     $  595
                                                                               ======     ======     ======
</TABLE>

         Loans 90 days or more past due are placed on non-accrual  status unless
well  secured and in the  process of  collection.  In 2000,  $55,522 of interest
income  was  reversed  when  loans  were  placed on  non-accrual  status or upon
foreclosure.  In 1999 and 1998,  $12,103  and  $8,602  of  interest  income  was
reversed under the same circumstances,  respectively. Since the Company operates
in a rural to suburban  area, it has  generally  been well  acquainted  with its
principal  borrowers and has not had such a large number of problem credits that
management has not been able to stay well informed  about,  and in contact with,
troubled  borrowers.   Additionally,  because  the  Company  generally  requires
collateral for loans,  the Company has been able to recover a sufficient  amount
of loans previously  charged off so that the provision for loan losses each year
usually exceeds net charge-offs.

         The  following  table sets forth the  amounts  of  contracted  interest
income and  interest  income  reflected  in income on loans  accounted  for on a
non-accrual basis and loans restructured and in compliance with modified terms:
<TABLE>
<CAPTION>
                                                                              For the Year Ended December 31
                                                                            ----------------------------------
                                                                                2000       1999       1998
                                                                               ------     ------     ------
                                                                                       (dollars in thousands)
<S>                                                                            <C>        <C>        <C>
Gross interest income that would have been recorded if the loans
  had been current and in accordance with their original terms                 $   67     $    6     $   19
Interest income included in income on the loans                                     -          -          -
</TABLE>

         Management is not aware of any other loans at December 31, 2000,  which
involve  serious  doubts as to the ability of such  borrowers to comply with the
existing payment terms.

         Management  has analyzed the  potential  risk of loss on the  Company's
loan  portfolio,  given  the  loan  balances  and the  value  of the  underlying
collateral,  and has recognized losses where appropriate.  Non-performing  loans
are closely  monitored on an ongoing basis as part of the Company's  loan review
process.  Management  reviews the adequacy of its loan loss allowance at the end
of each month.  Based  primarily on the Company's  loan  classification  system,
which classifies problem credits as substandard,  doubtful,  or loss, additional
provisions  for losses  are made  monthly.  Furthermore,  past  experiences  led
management to conclude that as a general  matter it is prudent to operate with a
high level of  reserves.



                                      -15-
<PAGE>

         The ratio of the  allowance for loan losses to total loans was 1.24% at
December 31, 2000,  compared to 1.14% at December 31, 1999 and 1.14% at December
31, 1998.  Management  feels that the growth of the  allowance  for loan losses,
while not at the same rate as the portfolio  growth,  is adequate to provide for
future  losses.  At December 31, 2000 the ratio of the allowance for loan losses
to non-performing loans was 124.4%, compared to 83.1% and 212.9% at December 31,
1999 and 1998, respectively.  Management evaluates non-performing loans relative
to their collateral value and makes appropriate reductions in the carrying value
of those loans based on that review.

         The  following  table  summarizes  changes  in the  allowance  for loan
losses:
<TABLE>
<CAPTION>
                                                                                  2000           1999           1998
                                                                               ----------     ----------     ----------
                                                                                     (dollars in thousands)
<S>                                                                            <C>            <C>            <C>
Balance at beginning of period                                                 $    1,487     $    1,267     $    1,176

Charge-offs:
   Commercial, financial and agricultural                                              74             61             24
   Real estate mortgage                                                                54              -             61
   Installment loans to individuals                                                   165             65             70
                                                                               ----------     ----------     ----------
      Total                                                                           293            126            155
Recoveries on previous loan losses:
   Commercial, financial and agricultural                                      $       10     $        2     $        8
   Installment loans to individuals                                                    52             36             40
                                                                               ----------     ----------     ----------
      Total                                                                            62             38             48
                                                                               ----------     ----------     ----------
Net charge-offs                                                                      (231)           (88)          (107)
Provision charged to operations                                                       402            308            198
                                                                               ----------     ----------     ----------
Balance at end of period                                                       $    1,658     $    1,487     $    1,267
                                                                               ==========     ==========     ==========
Ratio of net loan losses to average net loans outstanding:
   Net charge-offs                                                             $      231     $       88     $      107
   Average net loans                                                              131,587        128,411         97,066
                                                                               ----------     ----------     ----------
                                                                                     0.18%          0.07%          0.11%
                                                                               ----------     ----------     ----------
Ratio of allowance for loan losses to total loans, net of unearned income:
   Allowance for loan losses                                                   $    1,658     $    1,487     $    1,267
   Total loans at period end                                                      134,042        130,055        110,833
                                                                               ----------     ----------     ----------
                                                                                     1.24%          1.14%          1.14%
                                                                               ----------     ----------     ----------
Ratio of allowance for loan losses to non-performing loans:
   Allowance for loan losses                                                   $    1,658     $    1,487     $    1,267
   Non-performing loans                                                             1,333          1,789            595
                                                                               ----------     ----------     ----------
                                                                                   124.38%         83.12%        212.94%
                                                                               ----------     ----------     ----------
</TABLE>

         For each period  presented,  the provision  for loan losses  charged to
operations,  is based on management's  judgment after taking into  consideration
all  factors  connected  with  the  collectability  of the  existing  portfolio.
Management  evaluates the loan portfolio in light of local economic  conditions,


                                      -16-
<PAGE>

changes in the nature and value of the portfolio,  industry  standards and other
relevant factors.  Specific factors  considered by management in determining the
amounts charged to operations include internally  generated loan review reports,
previous loan loss experience with the borrower, the status of past due interest
and  principal  payments  on the loan,  the  quality  of  financial  information
supplied by the borrower and the general financial condition of the borrower.

         The  provision  for loan  losses  totaled  $401,500  for the year ended
December 31, 2000,  $308,000 and $198,000 for the years ended  December 31, 1999
and 1998, respectively.  In the opinion of management,  the provision charged to
operations  has been  sufficient  to absorb the  current  year's net loan losses
while continuing to provide for potential future loan losses.

         The following  table shows the balance and  percentage of the Company's
allowance for loan losses allocated to each category of loans:
<TABLE>
<CAPTION>
                                                                      At December 31
                          ---------------------------------------------------------------------------------------------------------
                                        2000                                1999                                1998
                          ---------------------------------   ---------------------------------   ---------------------------------
                                                 Percentage
                                     Percentage   of Loans               Percentage  Percentage              Percentage  Percentage
                           Reserve   of Reserve   Category    Reserve    of Reserve     of        Reserve    of Reserve     of
                          for Loan    for Loan    to Total    for Loan    for Loan     Total      for Loan    for Loan     Total
                           Losses      Losses      Loans       Losses      Losses      Loans       Losses      Losses      Loans
                           ------      ------      ------      ------      ------      ------      ------      ------      ------
                                                              (dollars in thousands)

<S>                        <C>            <C>         <C>      <C>           <C>         <C>       <C>            <C>        <C>
Commercial                 $  295          18%         17%     $  205         14%         16%      $  211          17%        16%
Real estate
  construction                212          13%         15%        196         13%         15%         131          10%        13%
Real estate mortgage (1)      831          50%         48%        786         53%         48%         693          55%        51%
Installment (2)               320          19%         20%        300         20%         21%         232          18%        20%
                           ------      ------      ------      ------     ------      ------       ------      ------     ------
                           $1,658         100%        100%     $1,487        100%        100%      $1,267         100%       100%
                           ======      ======      ======      ======     ======      ======       ======      ======     ======
</TABLE>
_____________________
(1)  Includes home-equity loans.
(2)  Includes bank cards.

         The Company has allocated the allowance  according to the amount deemed
to be  reasonably  necessary  to provide  for the  possibility  of losses  being
incurred  within each of the above  categories of loans.  The  allocation of the
allowance as shown in the table above should not be interpreted as an indication
that loan losses in future years will occur in the same  proportions or that the
allocation indicates future loss trends.  Furthermore,  the portion allocated to
each loan  category is not the total  amount  available  for future  losses that
might  occur  within  such  categories  since the total  allowance  is a general
allowance applicable to the entire portfolio.

Securities

         The Company's securities portfolio serves several purposes. Portions of
the portfolio secure certain public and trust deposits.  The remaining  portions
are held as  investments  or used to assist the Company in  liquidity  and asset
liability management.  During 2000, total securities decreased to $44.5 million,
or 22.1% of total  assets at December 31, 2000.  During 1999,  total  securities
decreased to $45.4 million, or 24.0% of assets at December 31, 1999.

         The  securities  portfolio  consists  of  two  components,   securities
available for sale and securities held to maturity. Securities are classified as
held to maturity when  management has the intent and the Company has the ability
at the time of purchase  to hold the  securities  to  maturity.  Securities  are
carried  at  cost  adjusted  for  amortization  of  premiums  and  accretion  of
discounts.  Securities to be held for



                                      -17-
<PAGE>

indefinite  periods of time are  classified  as available for sale and accounted
for at the lower of cost or market value.  Securities available for sale include
securities  that may be sold in  response to changes in market  interest  rates,
changes in the security's  prepayment  risk,  increases in loan demand,  general
liquidity needs and other similar  factors.  The Company's  recent  purchases of
securities have generally been limited to securities of high credit quality with
short to medium term maturities.

         The  following  table  summarizes  the  book  value  of  the  Company's
securities held to maturity at the date indicated:
<TABLE>
<CAPTION>
                                                                     Book Value at December 31
                                                              --------------------------------------
                                                                  2000         1999         1998
                                                                  ----         ----         ----
                                                                       (dollars in thousands)
<S>                                                             <C>          <C>          <C>
         U. S. Treasury and other U. S. government
           agencies and corporations                            $      -     $  2,006     $  2,023
         Corporate and other debt                                      -        1,678          828
         States and political subdivisions                        13,420       23,019       24,794
                                                                --------     --------     --------
                                                                $ 13,420     $ 26,703     $ 27,645
                                                                ========     ========     ========
</TABLE>

         The  following  table  summarizes  the  book  value  of  the  Company's
securities available for sale at the dates indicated.
<TABLE>
<CAPTION>
                                                                     Book Value at December 31
                                                              --------------------------------------
                                                                  2000          1999         1998
                                                                  ----          ----         ----
                                                                       (dollars in thousands)
<S>                                                             <C>          <C>          <C>
          U. S. government agencies and corporations            $ 13,405     $ 12,413     $ 17,912
          Equities                                                 2,876        2,809        2,170
          Mortgage-backed securities                               2,844        3,444        6,727
          Corporate and other debt                                 2,763        1,813        1,813
          State and political subdivision                          9,858            -            -
                                                                --------     --------     --------
                                                                $ 31,746     $ 20,479     $ 28,622
                                                                ========     ========     ========
</TABLE>











                                      -18-
<PAGE>

         The book value and average yield of the Company's securities, including
securities  available for sale, at December 31, 2000, by  contractual  maturity,
are  reflected  in the  following  table.  Actual  maturities  will  differ from
contractual  maturities  because certain borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                                                                     U. S. Treasury and
                                               States and Political          Mortgage-Backed        other U. S. Agencies
                                                   Subdivisions                Securities             and Corporations
                                               ---------------------      ---------------------     ---------------------
                                                           Weighted                   Weighted                   Weighted
                                                            Average                    Average                    Average
                                                 Amount      Yield          Amount      Yield          Amount      Yield
                                                 ------      -----          ------      -----          ------      -----
                                                                          (Dollars in thousands)
<S>                                             <C>          <C>           <C>                        <C>
Due in one year or less                         $   765      7.62%         $     -         -          $     -         -
Due after one year through five years             3,888      7.20%             935      6.43%           1,299      5.92%
Due after five years through ten years            7,363      6.97%             265      7.25%           5,627      6.46%
Due after ten years                              11,262      7.22%           1,644      6.49%           6,479      6.02%
                                                -------      ----          -------      ----          -------      ----
     Total                                      $23,278      7.15%         $ 2,844      6.54%         $13,405      6.21%
                                                =======      ====          =======      ====          =======      ====
</TABLE>

<TABLE>
                                                    Corporate
                                                       Debt                       Totals
                                               ---------------------      ---------------------
                                                           Weighted                   Weighted
                                                            Average                    Average
                                                 Amount      Yield          Amount      Yield
                                                 ------      -----          ------      -----
                                                            (Dollars in thousands)
<S>                                             <C>          <C>           <C>
Due in one year or less                         $     -       -            $   765      7.62%
Due after one year through five years                98      7.48%           6,220      6.82%
Due after five years through ten years            1,353      8.55%          14,608      6.93%
Due after ten years                               1,312      7.62%          20,697      6.81%
                                                -------      ----          -------      ----
     Total                                      $ 2,763      8.07%         $42,290      6.87%
                                                =======      ====          =======      ====
</TABLE>

         As shown in the table  above,  approximately  $765,000  or 1.81% of the
total  portfolio  will mature in one year or less while $6.22  million or 14.71%
will mature after one year but within five years.  The fully taxable  equivalent
average yield on the entire portfolio was 7.08% for 2000,  compared to 6.96% for
1999 and 7.12% for 1998.  The book value of the  portfolio  exceeded  the market
value by  approximately  $599,000  at December  31, 2000 and by $2.7  million at
December 31, 1999.

Deposits and Short-Term Borrowings

         The  Company's  predominate  source of funds is deposit  accounts.  The
Company's deposit base is comprised of demand deposits, savings and money market
accounts  and other time  deposits.  The  Company's  deposits  are  provided  by
individuals and businesses located within the communities served.

         As shown in the following  table,  average total deposits grew by 1.31%
in 2000 and 13.9% in 1999. The weighted average aggregate  interest rate paid on
deposits  was 4.17% in 2000,  compared to 3.82% for 1999 and 4.05% in 1998.  The
majority of the Company's  deposits are higher  yielding  time deposits  because
most of its customers are  individuals who seek higher yields than those offered
on savings and demand accounts.





                                      -19-
<PAGE>

         The following table is a summary of average  deposits and average rates
paid:
<TABLE>
<CAPTION>
                                                                    At December 31
                          --------------------------------------------------------------------------------------------------
                                       2000                              1999                             1998
                          ------------------------------    ------------------------------    ------------------------------
                          Average    Interest   Average     Average    Interest   Average     Average    Interest    Average
                          Balance      Paid       Rate      Balance      Paid       Rate      Balance      Paid       Rate
                          --------   --------   --------    --------   --------   --------    --------   --------   --------

                                                                 (dollars in thousands)
<S>                       <C>        <C>            <C>     <C>        <C>            <C>     <C>        <C>            <C>
Non-interest bearing
  demand deposits         $ 21,443   $      -        -  %   $ 21,469   $      -        -  %   $ 19,645   $      -        -  %
Interest bearing demand
  deposits                  31,926        925       2.90%     33,789        974       2.88%     26,219        754       2.88%
Savings deposits            18,582        603       3.25%     18,949        613       3.24%     15,361        497       3.24%
Time deposits               85,271      5,026       5.89%     80,986      4,334       5.35%     75,083      4,266       5.68%
                          --------   --------   --------    --------   --------   --------    --------   --------   --------
    Total                 $157,222   $  6,554       4.17%   $155,193   $  5,921       3.82%   $136,308   $  5,517       4.05%
                          ========   ========   ========    ========   ========   ========    ========   ========   ========
</TABLE>

         The Company  does not solicit nor does it have any  brokered  deposits.
The  following  table is a  summary  of time  deposits  of  $100,000  or more by
remaining maturities at December 31, 2000:

                            Time Deposits > $100,000
                            ------------------------
                                 (in thousands)

                   Three months or less               $    613
                   Three to twelve months                8,810
                   One year to three years               6,056
                   Over three years                      2,707
                                                      --------
                                                       $18,186

Capital Resources

         The assessment of capital  adequacy depends on a number of factors such
as asset  quality,  liquidity,  earnings  performance  and changing  competitive
conditions and economic  forces.  The Company seeks to maintain a strong capital
base to support its growth and  expansion  activities,  to provide  stability to
current operations and to promote public confidence.

         The   Bank's   capital   position   continues   to  exceed   regulatory
requirements.  The primary indicators relied on by the Federal Reserve Board and
other bank regulators in measuring  strength of capital  position are the Tier 1
Capital,  Total Capital,  and Leverage ratios. Tier 1 Capital consists of common
and  qualifying  preferred  stockholders'  equity less  goodwill.  Total Capital
consists of Tier 1 Capital,  qualifying  subordinated  debt and a portion of the
allowance  for loan  losses.  Risk-based  capital  ratios  are  calculated  with
reference to  risk-weighted  assets,  which  consist of both on and  off-balance
sheet  risks.  The Bank's Tier 1 Capital  ratio was 12.6% at December  31, 2000,
compared to 12.3% at December 31, 1999 and 13.3% at December 31, 1998. The Total
Capital  ratio was 13.8% at December  31,  2000,  compared to 13.3% and 14.4% at
December  31,  1999 and 1998,  respectively.  These  ratios are in excess of the
mandated  minimum  requirements of 4.00% and 8.00%,  respectively.  The Leverage
ratio  consists  of Tier 1 capital  divided  by  quarterly  average  assets.  At
December  31,  2000,  the Bank's  Leverage  ratio was 9.3%  compared  to 9.1% at
December  31, 1999 and 10.1% at December  31,  1998.  Each of these  exceeds the
required minimum leverage ratio of 3.00%.



                                      -20-
<PAGE>

         The following  table shows risk based capital  ratios and  stockholders
equity to total assets:
<TABLE>
<CAPTION>
                                                                          December 31
                                               -----------------------------------------------------------------
                                                  Regulatory
                                                   Minimum           2000             1999            1998
                                                   -------           ----             ----            ----
<S>                                                   <C>            <C>              <C>             <C>
         Tier 1 risk-based capital                    4.0%           12.6%            12.3%           13.3%
         Total risk-based capital                     8.0%           13.8%            13.3%           14.4%
         Leverage ratio                               3.0%            9.3%             9.1%           10.1%
         Stockholders' equity to total assets         N/A             9.5%             9.0%            9.4%
</TABLE>

         The capital management function is an ongoing process.  Central to this
process is internal equity generation accomplished by earnings retention.  Total
stockholders' equity increased by $2.1 million during 2000 primarily as a result
of earnings  retention.  During 1999,  total  stockholders'  equity decreased by
$30,330,  primarily as a result of the decline in market value of the securities
available for sale  portfolio.  The return on average  equity was 11.5% in 2000,
compared  to 11.3% in 1999 and 12.2% in 1998.  Total  cash  dividends  were paid
representing 38% of net income for 2000, while dividends  represented 39% of net
income for 1999 and 38% for 1998. Book value per share was $9.91 at December 31,
2000, compared to $8.88 at December 31, 1999 and $8.94 at December 31, 1998.

         The Company's principal source of cash income is dividend payments from
the Bank.  Certain  limitations  exist under  applicable  law and  regulation by
regulatory agencies regarding dividend payments to a parent by its subsidiaries.
As of  December  31,  2000,  the Bank  had $3.3  million  of  retained  earnings
available for distribution to the Company as dividends  without prior regulatory
approval.

Liquidity and Interest Rate Sensitivity

         Liquidity.  Liquidity  is  the  ability  to  meet  present  and  future
financial  obligations through either the sale or maturity of existing assets or
the acquisition of additional funds through liability management.  Liquid assets
include  cash,   interest-bearing  deposits  with  banks,  federal  funds  sold,
investments, and loans maturing within one year. The Company's ability to obtain
deposits  and  purchase  funds  at  favorable  rates  determines  its  liability
liquidity.  As a result of the  Company's  management  of liquid  assets and the
ability to generate  liquidity through liability  funding,  management  believes
that  the  Company  maintains  overall  liquidity   sufficient  to  satisfy  its
depositors' requirements and meet its customers' credit needs.

         Additional sources of liquidity  available to the Company include,  but
are not limited to, loan repayments,  the ability to obtain deposits through the
adjustment  of  interest  rates,  borrowing  from the  Federal  Home Loan  Bank,
purchasing of federal funds, and selling securities under repurchase agreements.
To further meet its liquidity  needs, the company also has access to the Federal
Reserve System.  In the past,  growth in deposits and proceeds from the maturity
of investment  securities has been sufficient to fund the net increase in loans.
However,  in  1999  and  2000,  the  Company  had to make  use of its  borrowing
availability  as the growth of deposits  slowed,  while earning assets  steadily
increased.

         Interest  Rate   Sensitivity.   In  conjunction   with   maintaining  a
satisfactory  level of  liquidity,  management  must also  control the degree of
interest  rate risk assumed on the balance  sheet.  Managing  this risk involves
regular  monitoring  of the  interest  sensitive  assets  relative  to  interest
sensitive liabilities over specific time intervals.



                                      -21-
<PAGE>

         At December 31, 2000, the Company had a negative 12-month gap position.
Since the largest amount of interest  sensitive  assets and liabilities  reprice
within 12 months,  the Company monitors this area closely.  The Company does not
emphasize  interest  sensitivity  analysis  beyond  this time  frame  because it
believes   various    unpredictable    factors   could   result   in   erroneous
interpretations.  Early  withdrawal of deposits,  prepayments  of loans and loan
delinquencies  are some of the  factors  that  could  have  such an  effect.  In
addition,  changes in rates on interest sensitive assets and liabilities may not
be equal,  which  could  result in a change in net  interest  margin.  While the
Company does not match each of its interest  sensitive  assets against  specific
interest sensitive liabilities,  it does seek to enhance the net interest margin
while minimizing exposure to interest rate fluctuations.

Effects of Inflation

         Inflation  significantly  affects industries having high proportions of
fixed  assets  or high  levels  of  inventories.  Although  the  Company  is not
significantly  affected  in these  areas,  inflation  does have an impact on the
growth of assets.  As assets  grow  rapidly,  it becomes  necessary  to increase
equity capital at  proportionate  levels to maintain the  appropriate  equity to
asset ratios.  Traditionally,  the Company's earnings and high capital retention
levels have enabled the Company to meet these needs.

         The  Company's   reported   earnings  results  have  been  affected  by
inflation,  but isolating the effect is difficult. The different types of income
and  expense  are  affected  in various  ways.  Interest  rates are  affected by
inflation,  but the timing and  magnitude of the changes may not  coincide  with
changes in the consumer price index.  Management actively monitors interest rate
sensitivity,  as  illustrated  by the Gap  Analysis,  in order to  minimize  the
effects of inflationary  trends on interest  rates.  Other areas of non-interest
expenses may be more directly affected by inflation.












                                      -22-
<PAGE>

         The following  table  summarizes  the  contractual  repayment  terms or
nearest  repricing dates of the Company's  interest  earning assets and interest
bearing liabilities at December 31, 2000:
<TABLE>
<CAPTION>
                                                      Within            4-12             1-5             Over
                                                     3 Months          Months           Years           5 Years            Total
                                                    ----------       ----------       ----------       ----------       ----------
                                                                               (dollars in thousands)
<S>                                                 <C>                     <C>              <C>              <C>       <C>
Interest Earning Assets:
  Federal funds sold                                $    7,577       $        -       $        -       $        -       $    7,577
  Securities available for sale                            233                -            2,596           28,234           31,063
  Securities held to maturity                              305              460            3,628            9,027           13,420
  Loans                                                 48,984           23,164           59,238            2,656          134,042
                                                    ----------       ----------       ----------       ----------       ----------
    Total interest-earning assets                   $   57,099       $   23,624       $   65,462       $   39,917       $  186,102
                                                    ==========       ==========       ==========       ==========       ==========

Interest Bearing Liabilities:
  Deposits:
    Interest bearing demand (1)                     $        -       $   30,510       $        -       $        -       $   30,510
    Savings (1)                                              -           18,110                -                -           18,110
    Time deposits, $100,000 and over                       613            8,810            8,763                -           18,186
    Other time deposits                                 10,222           37,049           27,009                -           74,280
  Federal funds purchased and securities
     sold under repurchase agreements                      249                -                -                -              249
  FHLB advances                                         15,000                -                -                -           15,000
  Long-term debt                                             -                9                9                -               18
                                                    ----------       ----------       ----------       ----------       ----------

    Total interest-bearing liabilities              $   26,084       $   94,488       $   35,781       $        -       $  156,353
                                                    ==========       ==========       ==========       ==========       ==========

Period gap                                          $   31,015      ($   70,864)      $   29,681       $   39,917       $   29,749
                                                    ==========       ==========       ==========       ==========       ==========

Cumulative gap                                      $   31,015      ($   39,849)     ($   10,168)      $   29,749
                                                    ==========       ==========       ==========       ==========

Ratio of cumulative gap to total
  earning assets                                        16.63%          -21.37%           -5.46%           15.99%
                                                    ==========       ==========       ==========       ==========
</TABLE>
________________
(1)  These  deposits are not  contractually  maturing in these time  periods.  A
     portion of these  deposits  would reprice in the event of  substantial  and
     sustained market rate fluctuations.

         Of the amount of loans due after 12 months,  $38.4 million had floating
or adjustable rates of interest and $23.5 million had fixed rates of interest.

Forward-Looking Statements

         Certain information  contained in this discussion and elsewhere in this
filing may include  "forward-looking  statements"  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are generally
identified by phrases such as "the Company  expects," "the Company  believes" or
words of similar  import.  Such  forward-looking  statements  involve  known and
unknown risks  including,  but not limited to,  changes in general  economic and
business  conditions,  interest rate  fluctuations,  competition within and from
outside the banking industry, new products and services in the banking industry,
risk inherent in making loans such as repayment risks and fluctuating collateral
values,  problems with  technology  utilized by the Company,  changing trends in
customer profiles and changes in laws and regulations applicable to the Company.
Although  the  Company  believes  that  its  expectations



                                      -23-
<PAGE>

with  respect  to  the  forward-looking   statements  are  based  upon  reliable
assumptions  within the bounds of its knowledge of its business and  operations,
there can be no assurance that actual  results,  performance or  achievements of
the Company will not differ  materially from any future results,  performance or
achievements expressed or implied by such forward-looking statements.

ITEM 7.      FINANCIAL STATEMENTS

         The  following   consolidated   financial  statements  and  independent
auditors' report thereon are filed as a part of this report following Item 13:

         Independent Auditors' Report
         Consolidated Balance Sheets as of December 31, 2000 and 1999
         Consolidated  Statements  of Income for the Years  Ended  December  31,
         2000, 1999 and 1998
         Consolidated Statements of Stockholders' Equity for
         the  Years  Ended  December  31,  2000,  1999  and  1998
         Consolidated  Statements of Cash Flows for the Years Ended December 31,
         2000, 1999 and 1998
         Notes to Consolidated Financial Statements

ITEM 8.       CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

         There  were  no  changes  in  or  disagreements   with  accountants  on
accounting and financial disclosure as defined by Item 304 of Regulation S-B.


                                    PART III
                                    --------

ITEM 9.       DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSON;
              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Information  set  forth  under  the  caption  "ELECTION  OF  DIRECTORS;
SECURITY  OWNERSHIP  OF  MANAGEMENT  AND CERTAIN  BENEFICIAL  OWNERS" on pages 2
through 6 of the definitive 2001 Proxy Statement of the Registrant  furnished to
shareholders  in connection with its Annual Meeting to be held on April 24, 2001
(the "2001 Proxy Statement") is hereby incorporated by reference.

ITEM 10.     EXECUTIVE COMPENSATION

         Information  set forth  under  the  heading  "REMUNERATION"  on pages 6
through 7 of the 2001 Proxy Statement is hereby incorporated by reference.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information  set  forth  under  the  heading  "Security   Ownership  of
Management" and "Security  Ownership of Certain Beneficial Owners" on page 4, of
the 2001 Proxy Statement, is hereby incorporated by reference.



                                      -24-
<PAGE>

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information set forth under the heading "Certain  Transactions" on page
8 of the 2001 Proxy Statement is hereby incorporated by reference.

ITEM 13.     EXHIBITS, LIST 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).
         21.1   Subsidiaries of the Registrant (filed herewith).
         23.1   Consent of Mitchell, Wiggins & Company, LLP (filed herewith).


(b)      Reports on Form 8-K
         -------------------

         No reports on Form 8-K were filed during the quarter ended December 31,
2000.


         With the exception of the information herein expressly  incorporated by
reference,  the 2001 Proxy Statement of the Registrant is not to be deemed filed
as part of this Annual Report on Form 10-KSB.













                                      -25-
<PAGE>





                          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, 2000 and 1999,  and the
related consolidated statements of income,  stockholders' equity, and cash flows
for each of the  three  years in the  period  ended  December  31,  2000.  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  generally   accepted  auditing
standards.  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, 2000 and 1999,  and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  2000,  in  conformity  with  generally  accepted
accounting principles.



/s/ Mitchell, Wiggins & Company LLP


Richmond, Virginia
January 16, 2001



                                      F-1
<PAGE>


CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS
December 31, 2000 and 1999
<TABLE>
<CAPTION>
ASSETS                                                       2000               1999
-----------------------------------------------------------------------------------------
<S>                                                     <C>                <C>
Cash and due from banks                                 $   7,107,823      $   5,587,252

Federal funds sold                                          7,577,000             77,000
                                                      -----------------------------------

           Total cash and cash equivalents                 14,684,823          5,664,252
                                                      -----------------------------------


Securities available for sale (Note 2)                     31,062,943         18,715,596


Securities held to maturity (Note 2)                       13,420,115         26,703,152
                                                      -----------------------------------
           Total securities                                44,483,058         45,418,748
                                                      -----------------------------------


Mortgage loans held for sale                                  222,996            360,772
                                                      -----------------------------------


Loans: (Notes 3, 10, and 11)
     Commercial                                            22,290,303         20,109,229
     Real estate:
        Mortgage                                           60,187,376         58,057,618
        Home equity                                         4,334,434          4,632,330
        Construction                                       20,022,335         19,028,495
     Bank cards                                               839,621            795,395
     Installment                                           26,731,480         27,723,212
        Less unearned discount                              (364,098)          (291,178)
                                                      -----------------------------------
           Loans, net of unearned discount                134,041,451        130,055,101
     Allowance for loan losses                            (1,657,979)        (1,486,900)
                                                      -----------------------------------
           Loans, net                                     132,383,472        128,568,201
                                                      -----------------------------------

Bank premises and equipment, net (Note 4)                   4,424,017          4,602,207
Accrued interest receivable                                 1,643,462          1,406,052
Other assets                                                3,091,553          3,312,008
                                                      -----------------------------------
                                                        $ 200,933,381      $ 189,332,240
                                                      ===================================
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-2
<PAGE>

<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY                               2000               1999
-----------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>
Liabilities
     Deposits:
        Demand deposits                                       $  24,725,340      $  20,276,263
        Interest bearing demand deposits, MMDA
           and NOW accounts                                      30,510,260         32,477,640
        Savings deposits                                         18,109,743         19,335,962
        Time deposits, $100,000 and over:  (Note 5)
           Retail certificates of deposit                        14,934,724         11,986,378
           Retirement accounts                                    3,251,152          2,995,158
        Other time deposits:  (Note 5)
           Retail certificates of deposit                        63,826,839         54,675,801
           Retirement accounts                                   10,452,973         10,463,799
                                                           ------------------------------------

                                                                165,811,031        152,211,001

     Federal funds purchased and securities
        sold under repurchase agreements                            248,946            273,042
     FHLB borrowings (Note 6)                                    15,000,000         19,000,000
     Note payable (Note 7)                                           18,000             27,000
     Accrued interest payable                                       464,702            394,724
     Other liabilities                                              213,941            339,672
                                                           ------------------------------------
                                                                181,756,620        172,245,439
                                                           ------------------------------------

Commitments and Contingencies (Note 10)

Stockholders' Equity
     Common stock, $1.25 par value;
        6,000,000 shares authorized; 1,935,799
        and 1,923,156 shares issued and out-
        standing in 2000 and 1999, respectively                   2,419,749          2,403,945
     Surplus                                                      4,433,755          4,337,689
     Retained earnings                                           12,773,209         11,503,480
     Accumulated other comprehensive
        income                                                     (449,952)        (1,158,313)
                                                           ------------------------------------
                                                                 19,176,761         17,086,801
                                                           ------------------------------------

                                                              $ 200,933,381      $ 189,332,240
                                                           ====================================
</TABLE>






                                      F-3
<PAGE>

CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2000, 1999, and 1998
<TABLE>
<CAPTION>
                                                                 2000              1999             1998
------------------------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>              <C>
Interest income:
     Interest and fees on loans                              $ 12,375,451      $ 10,871,174     $ 9,131,040
     Interest on securities:
        U. S. government agencies and corporations              1,065,319         1,289,021       1,555,869
        U. S. Treasury securities                                  23,378           126,067         121,716
        States and political subdivisions                       1,465,540         1,565,620       1,168,126
        Other                                                     534,248           390,833         140,588
     Interest on federal funds sold                               154,000             2,694         210,513
                                                          --------------------------------------------------
                                                               15,617,936        14,245,409      12,327,852
                                                          --------------------------------------------------

Interest expense:
     Interest on deposits                                       6,554,066         5,921,585       5,517,379
     Interest on federal funds purchased and
        securities sold under repurchase agreements                63,650           323,991          44,431
     Interest on FHLB borrowings                                1,081,346           426,645         296,562
     Interest on note payable                                       1,620             2,340           3,060
                                                          --------------------------------------------------
                                                                7,700,682         6,674,561       5,861,432
                                                          --------------------------------------------------
             Net interest income                                7,917,254         7,570,848       6,466,420

Provision for loan losses (Note 3)                                401,500           308,000         197,999
                                                          --------------------------------------------------
             Net interest income after
                  provision for loan losses                     7,515,754         7,262,848       6,268,421
                                                          --------------------------------------------------

Other income:
     Deposit fees and charges                                   1,126,872           982,788         687,696
     Realized gain on sales of securities
        available for sale                                              -             5,788          88,342
                                                                  457,006           350,548         381,639
                                                          --------------------------------------------------
                                                                1,583,878         1,339,124       1,157,677
                                                          --------------------------------------------------

Other expenses:
     Salaries and wages                                         2,670,980         2,330,686       1,935,153
     Pensions and other employee benefits                         655,143           600,662         500,156
     Occupancy expense                                            297,757           267,921         260,884
     Equipment depreciation                                       546,870           482,864         354,477
     Equipment repairs and maintenance                            221,634           220,749         181,304
</TABLE>

                                   (Continued)


                                      F-4
<PAGE>

CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (Continued)
Years Ended December 31, 2000, 1999, and 1998
<TABLE>
<CAPTION>
                                                            2000             1999             1998
---------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>             <C>
Other expenses (Continued):
     Advertising and public relations                          122,356           174,857         252,977
     Federal insurance premiums                                 31,143            22,410          18,872
     Office supplies, telephone, and postage                   385,384           437,606         403,106
     Taxes and licenses                                        127,641           134,325         116,718
     Legal and professional fees                               285,015           285,551         118,084
     Other operating expenses                                  962,630           970,206         704,645
                                                      ---------------------------------------------------
                                                             6,306,553         5,927,837       4,846,376
                                                      ---------------------------------------------------
           Income before income taxes                        2,793,079         2,674,135       2,579,722

Income taxes (Note 8)                                          732,629           714,045         643,355
                                                      ---------------------------------------------------

           Net income                                      $ 2,060,450       $ 1,960,090     $ 1,936,367
                                                      ===================================================

Basic earnings per share                                   $      1.07       $      1.02     $      1.01
                                                      ===================================================

Diluted earnings per share                                 $      1.07       $      1.02     $      1.01
                                                      ===================================================
</TABLE>



See Notes to Consolidated Financial Statements.



















                                      F-5
<PAGE>
CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 2000, 1999, and 1998
<TABLE>
<CAPTION>
                                                                                                          Accumulated
                                                                                                             Other
                                                                      Common                  Retained   Comprehensive
                                                                      Stock      Surplus      Earnings       Income        Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>         <C>         <C>           <C>           <C>
Balance, January 1, 1998                                            $2,384,095  $4,136,728  $ 9,109,861   $   209,109   $15,839,793
                                                                                                                        -----------
      Comprehensive income:
         Net income                                                          -           -    1,936,367             -     1,936,367
         Other comprehensive income, net of tax:
             Unrealized holding gains arising during the period
                net of deferred income taxes of $12,428                      -           -            -        24,124        24,124
             Less reclassification adjustment for gains included in
                net income, net of deferred income taxes of $30,036          -           -            -       (58,306)      (58,306)
                                                                                                                        -----------

             Total comprehensive income                                                                                   1,902,185
                                                                                                                        -----------
      Issuance of common stock:
         36 shares in employee bonuses                                      45         445            -             -           490
         6,835 shares pursuant to dividend
             reinvestment plan                                           8,544     101,516            -             -       110,060
      Cash dividends declared, $.385 per share                               -           -     (735,397)            -      (735,397)
                                                                    ---------------------------------------------------------------
Balance, December 31, 1998                                           2,392,684   4,238,689   10,310,831       174,927    17,117,131
                                                                                                                        -----------
      Comprehensive income:
         Net income                                                          -           -    1,960,090             -     1,960,090
         Other comprehensive income, net of tax:
             Unrealized holding losses arising during the period,
                net of deferred income taxes of $694,932                     -           -            -    (1,329,420)   (1,329,420)
             Less reclassification adjustment for gains included in
                net income, net of deferred income taxes of $1,968           -           -            -        (3,820)       (3,820)
                                                                                                                        -----------

             Total comprehensive income                                                                                     626,850
                                                                                                                        -----------
      Issuance of common stock:
         14 shares in employee bonuses                                      18         154            -             -           172
         8,995 shares pursuant to dividend
             reinvestment plan                                          11,243      98,846            -             -       110,089
      Cash dividends declared, $.40 per share                                -           -     (767,441)            -      (767,441)
                                                                    ---------------------------------------------------------------
Balance, December 31, 1999                                           2,403,945   4,337,689   11,503,480    (1,158,313)   17,086,801
                                                                                                                        -----------
      Comprehensive income:
         Net income                                                          -           -    2,060,450             -     2,060,450
         Other comprehensive income, net of tax:
             Unrealized holding gains arising during the period,
                net of deferred income taxes of $340,181                     -           -            -       660,352       660,352
             Add adjustment for reclassification of securities
                from held to maturity to available for sale,
                net of deferred income taxes of $24,732                      -           -            -        48,009        48,009
                                                                                                                        -----------

             Total comprehensive income                                                                                   2,768,811
                                                                                                                        -----------
      Issuance of common stock:
         21 shares in employee bonuses                                      26         159            -             -           185
         12,622 shares pursuant to dividend
             reinvestment plan                                          15,778      95,907            -             -       111,685
      Cash dividends declared, $.41 per share                                -           -     (790,721)            -      (790,721)
                                                                    ----------------------------------------------------------------
 Balance, December 31, 2000                                         $2,419,749  $4,433,755  $12,773,209   $  (449,952)  $19,176,761
                                                                    ================================================================
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-6
<PAGE>

CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2000, 1999, and 1998
<TABLE>
<CAPTION>
                                                              2000              1999             1998
----------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>               <C>
Cash Flows From Operating Activities
     Net income                                           $  2,060,450      $  1,960,090      $  1,936,367
     Adjustments to reconcile net income
        to net cash provided by operating activities:
        Depreciation                                           636,795           574,155           441,044
        Deferred income taxes                                  (49,301)          (63,822)          (10,611)
        Provision for loan losses                              401,500           308,000           197,999
        Amortization and accretion on securities                50,194            87,306            51,131
        Realized gain on sales of securities
           available for sale                                        -            (5,788)          (88,342)
        Loss on sale of foreclosed real estate                   4,040            32,775                 -
        Change in operating assets and liabilities:
           (Increase) decrease in assets:
               Mortgage loans held for sale                    137,776           398,694          (428,116)
               Accrued interest receivable                    (237,410)           61,543          (148,715)
               Other assets                                   (176,081)         (679,071)         (407,381)
           Increase (decrease) in liabilities:
               Accrued interest payable                         69,978            18,947            48,014
               Other liabilities                              (125,731)           46,079           154,753
                                                          ------------------------------------------------
               Net cash provided by operating
                   activities                                2,772,210         2,738,908         1,746,143
                                                          ------------------------------------------------

Cash Flows From Investing Activities
     Proceeds from maturities of
        securities held to maturity                          1,435,000         2,189,100         1,785,000
     Purchase of securities held to maturity                         -        (1,304,877)      (11,588,886)
     Proceeds from sales and maturities of
        securities available for sale                          597,628         8,757,685        13,578,242
     Purchase of securities available for sale                 (66,600)         (638,900)      (19,754,346)
     Net increase in loans made to customers                (4,490,771)      (19,310,090)      (21,099,882)
     Net purchases of premises and equipment                  (458,605)         (649,593)       (1,171,349)
     Proceeds from sale of foreclosed real estate              377,734           163,950                 -
     Net expenditures on foreclosed real estate                      -           (86,274)                -
     Increase in cash value, life insurance                    (34,108)          (19,331)          (12,251)
                                                          ------------------------------------------------
           Net cash (used in) investing activities          (2,639,722)      (10,898,330)      (38,263,472)
                                                          ------------------------------------------------
</TABLE>



                                   (Continued)


                                      F-7
<PAGE>



CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Years Ended December 31, 2000, 1999, and 1998
<TABLE>
<CAPTION>
                                                                     2000             1999            1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>               <C>
Cash Flows From Financing Activities
     Net increase (decrease) in deposits                    13,600,030        (2,515,800)       32,053,260
     Net increase (decrease) in federal funds
        purchased and securities sold
        under repurchase agreements                            (24,096)       (4,807,150)        3,886,305
     Net proceeds (repayment) on FHLB borrowings            (4,000,000)       14,000,000                 -
     Repayment of note payable                                  (9,000)           (9,000)           (9,000)
     Net proceeds from issuance
        of common stock                                        111,870           110,261           110,550
     Dividends paid                                           (790,721)         (767,441)         (735,397)
                                                          ------------------------------------------------
           Net cash provided by financing
               activities                                    8,888,083         6,010,870        35,305,718
                                                          ------------------------------------------------

           Increase (decrease) in cash and
               cash equivalents                              9,020,571        (2,148,552)       (1,211,611)

Cash and cash equivalents, beginning                         5,664,252         7,812,804         9,024,415
                                                          ------------------------------------------------

Cash and cash equivalents, ending                         $ 14,684,823      $  5,664,252      $  7,812,804
                                                          ================================================

Supplemental Disclosures Of
     Cash Flow Information
        Interest paid                                     $  7,630,704      $  6,655,614      $  5,813,418
        Income taxes paid                                      802,292           777,546           635,927

Supplemental Schedule Of Noncash
     Investing Activities
        Other real estate, equipment
           and investments acquired
           in settlement of loans                              274,000                 -           168,000
</TABLE>



See Notes to Consolidated Financial Statements.



                                      F-8
<PAGE>

CENTRAL VIRGINIA BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies

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 six branches  located in the
Virginia counties of Powhatan,  Chesterfield, 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.

Basis 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.

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
with the Federal  Reserve Bank.  The total of these  balances,  after  receiving
credit for vault cash on hand,  was  approximately  $50,000 at December 31, 2000
and 1999.

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.


                                      F-9
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies (Continued)

A majority of the Bank's loan  portfolio  consist of  single-family  residential
loans in the Virginia counties of Powhatan,  Chesterfield, 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.

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.

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, 2000, 1999, and 1998.

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.



                                      F-10
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies (Continued)

Loans and  allowance  for loan losses:  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.

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.  The
allowance  is an amount  that  management  believes  will be  adequate to absorb
estimated  losses on  existing  loans  that may become  uncollectible,  based on
management's  evaluation of the collectibility of the loan portfolio,  including
the nature of the portfolio,  credit  concentrations,  trends in historical loss
experience,  specific impaired loans, and economic conditions.  The allowance is
increased  by a provision  for loan  losses,  which is charged to  expense,  and
reduced by charge-offs, net of recoveries.

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.

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.

The basic policy of the Bank is to charge off loans when the loss can be readily
determined.  Changes in the allowance for loan losses relating to impaired loans
are charged or credited to the provision for loan losses.

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.  Loans may be returned to accrual  status when all
principal  and interest  amounts  contractually  due are  reasonably  assured of
repayment.



                                      F-11
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies (Continued)

When a loan  is  classified  as  nonaccrual,  all  interest  receivable  on that
particular  loan is  charged  back to  income  at that  time.  When  the  future
collectibility of the recorded loan balance is expected,  interest income may be
recognized on a cash basis. On charged-off loans, cash receipts in excess of the
amount  charged to the allowance for loan losses are recognized as income on the
cash basis.

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

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.  Foreclosed  real estate is included with other assets on
the accompanying consolidated balance sheets.

Advertising costs:  Advertising costs are expensed as incurred.

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.



                                      F-12
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies (Continued)

Earnings per share: In 1997, the Financial Accounting Standards Board issued its
Statement of Financial  Accounting  Standards  No. 128 (SFAS 128)  "Earnings per
Share." This Statement  specifies the  computation,  presentation and disclosure
requirements for earnings per share for entities with publicly held common stock
or potential common stock. Statement 128 replaced the calculation of primary and
fully  diluted  earnings  per share with basic and diluted  earnings  per share.
Basic earnings per share excludes any dilutive effects of options,  warrants and
convertible  securities.  Diluted  earnings  per  share is very  similar  to the
previously  reported  fully diluted  earnings per share.  All earnings per share
amounts for all periods have been presented and, where appropriate,  restated to
conform to the Statement 128 requirements.

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 132,325, 127,325, and zero shares of common stock as of
December 31, 2000, 1999, and 1998, respectively,  were not included in computing
diluted EPS because their effect was antidilutive.
<TABLE>
<CAPTION>
                                                            2000             1999          1998
                                                       --------------------------------------------
<S>                                                     <C>             <C>            <C>
Income available to common stockholders
     used in basic EPS                                  $ 2,060,450     $ 1,960,090    $ 1,936,367
                                                       ============================================

Weighted average number of common
     shares used in basic EPS                             1,929,230       1,919,132      1,910,484

Effect of dilutive securities:
     Stock options                                                -               -              -
                                                       --------------------------------------------

Weighted number of common shares and
     dilutive potential stock used in diluted
     EPS                                                  1,929,230       1,919,132      1,910,484
                                                       ============================================
</TABLE>

New accounting standards: In June 1998, the Financial Accounting Standards Board
(FASB)  issued  Financial  Accounting  Standard  ("FAS")  133,  "Accounting  for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative  instruments and hedging activities.  Certain
provisions  of FAS 133 were  amended by FAS 137 and FAS 138.  Under FAS 133,  as
amended,  derivatives  are  recognized  on the balance sheet at fair value as an
asset or liability. Changes in the fair value of derivatives will be reported as
a component of other comprehensive  income or recognized as earnings through the
income statement  depending on the nature of the instrument.  Additionally,  FAS
133  permits  the  reclassification  of  securities  from  held to  maturity  to
available  for sale upon  adoption.  FAS 133 is  effective  for all  quarters of
fiscal years beginning after June 15, 2000, with earlier adoption permitted.


                                      F-13
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1.  Significant Accounting Policies (Continued)

Upon  adoption of FAS 133 and as of December 31, 2000,  the Company did not have
any derivatives and did not participate in any hedging  activities as defined in
FAS 133.

During the year ended  December 31, 2000,  held to maturity  securities  with an
amortized  cost  of  $11,617,625   and  a  market  value  of  $11,690,366   were
reclassified as available for sale as permitted under  applicable  provisions of
FAS 133. The unrealized  gain of $72,741 less related  deferred  income taxes of
$24,732 was recorded as an increase to accumulated other comprehensive income.

Note 2.  Securities

Carrying amounts and approximate market values of securities  available for sale
are as follows:
<TABLE>
<CAPTION>
                                                          December 31, 2000
                                      -----------------------------------------------------------
                                                         Gross           Gross        Approximate
                                       Amortized       Unrealized      Unrealized       Market
                                          Cost           Gains           Losses          Value
                                      -----------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>
U. S. government agencies
   and corporations                   $13,404,535     $     8,110     $   374,861     $13,037,784
Equities                                2,876,230           8,400         264,427       2,620,203
Mortgage-backed securities              2,843,993           4,958          36,433       2,812,518
Corporate and other debt                2,763,357          32,177         108,054       2,687,480
States and political subdivisions       9,857,721         156,658         109,421       9,904,958
                                      -----------------------------------------------------------
                                      $31,745,836     $   210,303     $   893,196     $31,062,943
                                      ===========================================================
</TABLE>

<TABLE>
<CAPTION>
                                                          December 31, 1999
                                      -------------------------------------------------------------
                                                         Gross           Gross         Approximate
                                       Amortized       Unrealized     Unrealized         Market
                                          Cost           Gains          Losses            Value
                                      ------------------------------------------------------------
<S>                                   <C>             <C>             <C>             <C>
U. S. government agencies
   and corporations                   $12,412,684     $         -     $ 1,026,590     $11,386,094
Equities                                2,809,630             813         305,325       2,505,118
Mortgage-backed securities              3,444,205           4,728         102,674       3,346,259
Corporate and other debt                1,812,500               -         334,375       1,478,125
                                      ------------------------------------------------------------
                                      $20,479,019     $     5,541     $ 1,768,964     $18,715,596
                                      ============================================================
</TABLE>







                                      F-14
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 2.  Securities (Continued)

The amortized cost and approximate market value of securities available for sale
at December 31, 2000, 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.

                                                                   Approximate
                                                   Amortized          Market
                                                      Cost            Value
                                             -----------------------------------
Due in one year or less                          $           -    $           -
Due after one year through five years                1,657,202        1,664,838
Due after five years through ten years              10,496,122       10,472,080
Due after ten years                                 13,872,289       13,493,304
Equities                                             2,876,230        2,620,203
Mortgage-backed securities                           2,843,993        2,812,518
                                             -----------------------------------
                                                 $  31,745,836    $  31,062,943
                                             ===================================

Carrying  amounts and  approximate  market  values of  securities  being held to
maturity are as follows:
<TABLE>
<CAPTION>
                                                                    December 31, 2000
                                            ------------------------------------------------------------------
                                                                  Gross           Gross         Approximate
                                                Amortized       Unrealized     Unrealized         Market
                                                   Cost           Gains          Losses            Value
                                            ------------------------------------------------------------------
<S>                                            <C>              <C>             <C>            <C>
States and political subdivisions              $ 13,420,115     $ 197,632       $ 113,727      $ 13,504,020
                                            ==================================================================

                                                                    December 31, 1999
                                            ------------------------------------------------------------------
                                                                  Gross           Gross         Approximate
                                                Amortized       Unrealized     Unrealized         Market
                                                   Cost           Gains          Losses            Value
                                            ------------------------------------------------------------------
U. S. Treasury and other
     U. S. government agencies
     and corporations                          $  2,005,775     $   4,341       $   26,696      $  1,983,420
Corporate and other debt                          1,678,114        80,767           17,207         1,741,674
States and political subdivisions                23,019,263       104,970        1,045,471        22,078,762
                                            ------------------------------------------------------------------
                                               $ 26,703,152     $  190,078      $ 1,089,374     $ 25,803,856
                                            ==================================================================
</TABLE>






                                      F-15
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.  Securities (Continued)
--------------------------------------------------------------------------------

The amortized  cost and  approximate  market value of  securities  being held to
maturity at December 31, 2000, by contractual maturity, are shown below.

                                                                    Approximate
                                                  Amortized            Market
                                                    Cost               Value
                                              ----------------------------------
Due in one year or less                           $    765,429     $    768,686
Due after one year through five years                3,627,612        3,661,558
Due after five years through ten years               3,845,616        3,891,990
Due after ten years                                  5,181,458        5,181,786
                                              ----------------------------------
                                                  $ 13,420,115     $ 13,504,020
                                              ==================================

Securities  with an amortized  cost of $2,485,373  and  $3,092,557  and a market
value of $2,498,931 and $3,041,969 at December 31, 2000 and 1999,  respectively,
were pledged as collateral on public deposits and for other purposes as required
or permitted by law.

As described in Note 1, held to maturity  securities  with an amortized  cost of
$11,617,625 and a market value of $11,690,366 were reclassified as available for
sale during the year ended  December 31, 2000,  as  permitted  under  applicable
provisions  of FAS 133. The  unrealized  gain of $72,741  less related  deferred
income  taxes of $24,732  was  recorded  as an  increase  to  accumulated  other
comprehensive income.

Note 3.  Loans

Major classifications of loans are summarized as follows:

                                                         December 31,
                                             -----------------------------------
                                                    2000                1999
                                             -----------------------------------
Commercial                                      $ 22,290,303       $ 20,109,229
Real estate:
     Mortgage                                     60,187,376         58,057,618
     Home equity                                   4,334,434          4,632,330
     Construction                                 20,022,335         19,028,495
Bank cards                                           839,621            795,395
Installment                                       26,731,480         27,723,212
                                             -----------------------------------
                                                 134,405,549        130,346,279
Less unearned discount                              (364,098)          (291,178)
                                             -----------------------------------
                                                 134,041,451        130,055,101
Allowance for loan losses                         (1,657,979)        (1,486,900)
                                             -----------------------------------
Loans, net                                     $ 132,383,472      $ 128,568,201
                                             ===================================



                                      F-16
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 3.  Loans (Continued)

Changes in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                           ---------------------------------------------
                                               2000            1999            1998
                                           ---------------------------------------------
<S>                                        <C>             <C>             <C>
Balance, beginning of year                 $ 1,486,900     $ 1,267,192     $ 1,175,842
     Provision charged to operations           401,500         308,000         197,999
     Loans charged off                        (292,494)       (126,639)       (155,563)
     Recoveries                                 62,073          38,347          48,914
                                           ---------------------------------------------
Balance, end of year                       $ 1,657,979     $ 1,486,900     $ 1,267,192
                                           =============================================
</TABLE>

At  December  31,  2000,  the Bank had loans  amounting  to  $950,249  that were
specifically  classified  as  impaired.  The average  balance of impaired  loans
amounted to  approximately  $471,743 for the year ended  December 31, 2000.  The
allowance  for loan  losses  related to impaired  loans  amounted to $142,536 at
December 31, 2000.  The  following is a summary of cash  receipts on these loans
and how they were applied in 2000:

Cash receipts applied to reduce
     principal balance                      $   569,995
Cash receipts recognized as
     interest income                             19,113
                                          --------------
Total cash receipts                         $   589,108
                                          ==============

Nonaccruing  loans  (principally  installment,  commercial,  and mortgage loans)
totaled $950,249,  $108,932,  and $241,962 at December 31, 2000, 1999, and 1998,
respectively,  which had the effect of  reducing  net income  $67,007  ($.03 per
common  share),  $5,975 ($.003 per common  share),  and $18,887 ($.01 per common
share), for the years then ended, respectively.

Note 4.  Bank Premises and Equipment

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

                                                          December 31,
                                              ---------------------------------
                                                      2000             1999
                                              ---------------------------------
Land                                             $     544,802    $    544,802
Buildings and improvements                           3,120,849       3,106,010
Furniture and equipment                              5,140,566       4,696,799
                                              ---------------------------------
                                                     8,806,217       8,347,611
Less accumulated depreciation                        4,382,200       3,745,404
                                              ---------------------------------
                                                 $   4,424,017    $  4,602,207
                                              =================================



                                      F-17
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 5.  Maturities of Certificates of Deposits

The scheduled  maturities of  certificates of deposits at December 31, 2000, are
as follows:

Year Ending
December 31
---------------------------------------------------
2001                                 $  56,693,521
2002                                    14,393,614
2003                                    13,028,034
2004                                     1,195,835
2005 and later                           7,154,684
                                   ----------------
                                     $  92,465,688
                                   ================

Note 6.  FHLB Borrowings

The borrowings from the Federal Home Loan Bank of Atlanta,  Georgia, are secured
by the mortgage  loan  portfolio of Central  Virginia  Bank.  The  borrowings at
December 31, 2000 and 1999, consist of the following:
<TABLE>
<CAPTION>

                                                                   2000            1999
                                                             -------------------------------
<S>                                                            <C>             <C>
Interest payable quarterly at a variable rate
     (currently  6.28%), principal due
     and payable on July 8, 2002                               $  5,000,000    $  5,000,000
Interest payable quarterly at a fixed rate
     of 6.03%, principal due and payable
     on January 18, 2000                                                  -      10,000,000
Interest payable daily at a variable rate
     (currently 4.55%), principal due and
     payable on January 1, 2000                                           -       4,000,000
Interest payable monthly at a fixed rate
     of 6.83%, principal due and payable
     on January 17, 2001                                          5,000,000               -
Interest payable daily at a variable rate
     (currently 6.35%), principal due and
     payable on September 19, 2001                                5,000,000               -
                                                             -------------------------------
                                                               $ 15,000,000    $ 19,000,000
                                                             ===============================
</TABLE>




                                      F-18
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 7.  Note Payable

The Corporation's subsidiary, Central Virginia Bank, has a note payable which is
secured by a first deed of trust on the bank  building in Powhatan and is due in
annual  principal  installments  of $9,000  plus  interest at the rate of 8% per
annum through the year 2002.  At December 31, 2000 and 1999,  the balance of the
note was $18,000 and $27,000, respectively.

Note 8.  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,
2000, 1999, and 1998, are as follows:

                                      2000           1999          1998
                                 -------------------------------------------
Currently payable                  $  781,930     $  777,867    $  653,966
Deferred                              (49,301)       (63,822)      (10,611)
                                 -------------------------------------------
                                   $  732,629     $  714,045    $  643,355
                                 ===========================================

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:
<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                     ------------------------------------------
                                                          2000          1999          1998
                                                     ------------------------------------------
<S>                                                   <C>           <C>           <C>
Computed "expected" tax expense                       $   949,647   $   909,250   $   877,105
Tax-exempt interest                                      (165,140)     (175,510)     (206,624)
Tax-exempt loan interest                                  (31,078)      (31,446)      (22,844)
Disallowance of interest expense
     deduction for the portion attributable
     to carrying tax-exempt obligations                    25,496        23,275        25,575
Other                                                     (46,296)      (11,524)      (29,857)
                                                     ------------------------------------------
                                                      $   732,629   $   714,045   $   643,355
                                                     ==========================================
</TABLE>








                                      F-19
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 8.  Income Tax Matters (Continued)

The deferred income tax provision consists of the following items:
<TABLE>
<CAPTION>
                                                                           Years Ended December 31,
                                                                   ----------------------------------------
                                                                        2000          1999          1998
                                                                   ----------------------------------------
<S>                                                                   <C>           <C>          <C>
Difference between loan loss provision charged
     to operating expense and the bad debt
     deduction taken for income tax purposes                          $(36,485)     $(49,803)    $(20,707)
Interest income on nonaccrual loans
     recognized for federal income tax pur-
     poses, but not recognized for financial
     statements until received                                         (23,063)         5,648      (6,522)
Decrease in value of foreclosed real estate
     recognized for financial statements, but not
     recognized for income tax purposes until realized                  (1,540)      (12,580)           -
Deduction for uncollectible late charges
     recognized for financial statements, but not
     recognized for income tax purposes until realized                    (438)      (15,150)           -
Accretion of discount recognized for
     financial statements, but not recognized
     for income tax purposes until realized                              1,591       (11,219)       5,845
Difference between the depreciation methods
     used for financial statements and for income
     tax purposes                                                       10,634        19,282       10,773
                                                                   ----------------------------------------
                                                                      $(49,301)     $(63,822)    $(10,611)
                                                                   ========================================
</TABLE>















                                      F-20
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 8.  Income Tax Matters (Continued)

The  components  of the net  deferred  tax asset  included in other assets is as
follows at December 31:

                                                          2000          1999
                                                       -------------------------
Deferred tax assets:
     Allowance for loan losses                          $ 503,033     $ 448,308
     Less valuation allowance                           (167,661)     (149,421)
                                                       -------------------------
                                                          335,372       298,887
     Devaluation reserve on foreclosed property            14,120        12,580
     Unrealized loss on securities
         available for sale                               232,941       605,112
     Reserve for uncollectible late charges                15,588        15,150
     Interest income on nonaccrual loans                   27,246         4,183
                                                       -------------------------
                                                          625,267       935,912
                                                       -------------------------

Deferred tax liabilities:
     Property and equipment                               123,692       113,058
     Securities                                            10,434         8,843
                                                       -------------------------
                                                          134,126       121,901
                                                       -------------------------

Net deferred tax asset                                  $ 491,141     $ 814,011
                                                       =========================

Note 9.  Profit-Sharing Plan

The Bank has a profit-sharing  plan for those employees who meet the eligibility
requirements set forth in the Plan.  Substantially  all the full-time  employees
are covered.  During the year ended  December 31, 2000,  the plan was amended to
allow additional  employee  voluntary  contributions  through a 401(k) plan. The
Bank  matches  employees'   contributions   based  on  a  percentage  of  salary
contributed by participants. Contributions to the Trust fund are determined each
year by the Board of  Directors.  The plan may be amended or  terminated  by the
Board of  Directors  at any time.  The total  contributions  for the years ended
December 31, 2000,  1999,  and 1998,  were  $192,405,  $184,372,  and  $142,526,
respectively.

Note 10.  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.


                                      F-21
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 10.  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, 2000 and 1999, is as follows:

                                              2000              1999
                                         -------------------------------
Commitments to extend credit              $ 22,725,094     $ 26,337,377
Standby letters of credit                    1,118,314        1,425,202
                                         -------------------------------
                                          $ 23,843,408     $ 27,762,579
                                         ===============================

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, 2000, was approximately
$20,500,000.

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 3.  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.








                                      F-22
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 10.  Commitments and Contingencies (Continued)

Legal  Proceedings:  As previously  reported,  the Bank was a party to a lawsuit
filed by Old Republic National Title Insurance  Company,  in its own name and on
behalf of twelve  mortgage  lenders insured by Old Republic in the Circuit Court
for the County of  Chesterfield.  An additional suit was filed by the trustee in
bankruptcy for Alliance Title and Escrow,  Ltd., in the United States Bankruptcy
Court for the Eastern  District of Virginia.  Both lawsuits arose primarily from
the alleged  misappropriation  of funds by the president of Alliance  Title from
the Alliance Title accounts maintained with the Bank.

In August 2000, the Bank, Old Republic,  and Alliance Title reached an agreement
to settle  the  lawsuits.  The  settlement  agreement  has been  signed  and all
proceedings  in the United  States  Bankruptcy  court have been  dismissed.  The
settlement did not have a material adverse impact on the Company.

Note 11.  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,
                             ----------------------------------
                                    2000               1999
                             ----------------------------------
Balance, beginning              $ 2,355,505        $ 2,260,291
     New loans                    1,619,110          1,302,348
     Repayments                 (1,653,484)        (1,207,134)
                             ----------------------------------
Balance, ending                 $ 2,321,131        $ 2,355,505
                             ==================================













                                      F-23
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 12.  Incentive Stock Option Plan

The  Corporation has a Stock Plan that provides for the grant of Incentive Stock
Options  up to a maximum  of  $190,000  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 and  one-third of the
options vest at the grant date.  Another  one-third of the options vest upon the
first  anniversary  of the grant date and the  remaining  options  vest upon the
second  anniversary of the grant date.  Options were granted in 2000 to officers
that  comprised  the Bank's Y2K  committee.  Options were granted in 1999 to all
directors,  officers,  full and part-time  employees with a minimum of two years
experience at the date of grant.

The following table presents a summary of options under the Plan at December 31:
<TABLE>
<CAPTION>
                                                                      Shares Under Options
                                                              ----------------------------------
                                               Option Price        2000         1999       1998
                                        --------------------------------------------------------
<S>                                           <C>                <C>          <C>           <C>
Outstanding, beginning of year                $           -      127,325            -         -
  Options granted                               9.125-13.50        8,000      132,475         -
  Options exercised                                       -            -            -         -
  Options forfeited                                   13.50      (3,000)      (5,150)         -
                                        --------------------------------------------------------
Outstanding, end of year                      $9.125-$13.50      132,325      127,325         -
                                        ========================================================
</TABLE>

Options exercisable at December 31, 2000, 1999, and 1998, were $85,550, $42,441,
and $0, 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 no options
granted during the year ended December 31, 1998.







                                      F-24
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 12.  Incentive Stock Option Plan (Continued)

                                    2000              1999             1998
                               -------------------------------------------------
Net income
     As reported               $   2,060,450     $   1,960,090     $   1,936,367
                               =================================================

     Pro forma                 $   1,987,587     $   1,891,012     $   1,936,367
                               =================================================

Basic earnings per share
     As reported               $        1.07     $        1.02     $        1.01
                               =================================================

     Pro forma                 $        1.03     $        0.99     $        1.01
                               =================================================

Diluted earnings per share
     As reported               $        1.07     $        1.02     $        1.01
                               =================================================

     Pro forma                 $        1.03     $        0.99     $        1.01
                               =================================================

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 2000 and
1999: dividend yield of 4.1% and 3.0%, respectively,  expected volatility of 20%
risk-free interest rate of 5.0% and an expected option life of 5 years. The fair
value of each  option  granted in 2000 was $1.46.  The fair value of each option
granted in 1999 was approximately $2.57.

Note 13.  Regulatory Matters

The Bank 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 Bank's  financial  statements.  Under  capital  adequacy
guidelines and the regulatory  framework for prompt corrective  action, the Bank
must meet specific capital guidelines that involve quantitative  measures of the
Bank's assets,  liabilities,  and certain  off-balance sheet items as calculated
under  regulatory   accounting   practices.   The  Bank's  capital  amounts  and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require  the Bank 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, 2000, that the Bank
meets all capital adequacy requirements to which it is subject.




                                      F-25
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 13.  Regulatory Matters (Continued)

As of December 31, 2000, the most recent  notification  from the Federal Reserve
Bank categorized the Bank as well capitalized under the regulatory framework for
prompt corrective  action. To be categorized as well capitalized,  the Bank 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.

The Bank's actual capital amounts and ratios are also presented in the table.
<TABLE>
<CAPTION>
                                                                                            To Be Well Capitalized
                                                                       For Capital         Under Prompt Corrective
                                                Actual              Adequacy Purposes         Action Provisions
                                      ------------------------------------------------------------------------------
                                         Amount       Ratio        Amount       Ratio       Amount       Ratio
                                      ------------------------------------------------------------------------------
                                                                 (Dollars in Thousands)
<S>                                     <C>           <C>          <C>           <C>        <C>          <C>
As of December 31, 2000:
     Total Capital                      $19,767       13.79%       $11,467       8.00%      $14,334      10.00%
        (to Risk Weighted Assets)
     Tier I Capital                      18,109       12.63%         5,735       4.00%        8,603       6.00%
        (to Risk Weighted Assets)
     Tier I Capital                      18,109        9.29%         7,796       4.00%        9,745       5.00%
        (to Average Assets)

As of December 31, 1999:
     Total Capital                      $18,442       13.31%       $11,085       8.00%      $13,856      10.00%
        (to Risk Weighted Assets)
     Tier I Capital                      16,955       12.26%         5,532       4.00%        8,298       6.00%
        (to Risk Weighted Assets)
     Tier I Capital                      16,955        9.11%         7,445       4.00%        9,306       5.00%
        (to Average Assets)
</TABLE>

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 $3,332,612 in
2000 without regulatory approval.

Note 14.  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.


                                      F-26
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 14.  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.

Note payable: The carrying amount of note payable approximates its fair value.







                                      F-27
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 14.  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, 2000 and 1999:
<TABLE>
<CAPTION>
                                                              2000                              1999
                                               -------------------------------------------------------------------
                                                   Carrying         Estimated         Carrying        Estimated
                                                    Amount         Fair Value          Amount        Fair Value
                                               -------------------------------------------------------------------
<S>                                              <C>              <C>              <C>              <C>
Financial assets:
     Cash and cash equivalents                   $ 14,684,823     $ 14,684,823     $  5,664,252     $  5,664,252
     Securities available for sale                 31,062,943       31,062,943       18,715,596       18,715,596
     Securities held to maturity                   13,420,115       13,504,020       26,703,152       25,803,856
     Mortgage loans held for sale                     222,976          222,976          360,772          360,772
     Loans, net                                   132,383,472      135,671,472      128,568,201      128,473,000
     Accrued interest receivable                    1,643,462        1,643,462        1,406,052        1,406,052

Financial liabilities:
     Demand and variable rate deposits             73,345,343       73,345,343       72,089,865       72,089,865
     Fixed-rate certificates of deposits           92,465,688       94,032,000       80,121,136       79,942,000
     Federal funds purchased and
         securities sold under repurchase
         agreements                                   248,946          248,946          273,042          273,042
     FHLB borrowings                               15,000,000       15,000,000       19,000,000       19,000,000
     Note payable                                      18,000           18,000           27,000           27,000
     Accrued interest payable                         464,702          464,702          394,724          394,724
</TABLE>

At December 31, 2000 and 1999, 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.










                                      F-28
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 15.  Condensed Parent-Only Financial Statements

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

                                 BALANCE SHEETS
                                                          December 31
                                                ------------------------------
Assets                                              2000              1999
                                                ------------------------------
     Cash                                       $    189,861      $    114,828
     Investment in subsidiary                     17,907,812        16,048,529
     Securities available for sale                 1,014,340           826,755
     Other assets                                     67,115           113,405
                                                ------------------------------
                                                $ 19,179,128      $ 17,103,517
                                                ==============================

Liabilities
     Other liabilities                          $      2,367      $     16,716
                                                ------------------------------

Stockholders' Equity
     Common stock, $1.25 par value;
        6,000,000 shares authorized;
        1,935,799 and 1,923,156 shares
        issued and outstanding in 2000
        and 1999, respectively                     2,419,749         2,403,945
     Surplus                                       4,433,755         4,337,689
     Retained earnings                            12,773,209        11,503,480
     Accumulated other comprehensive income         (449,952)       (1,158,313)
                                                ------------------------------
                                                  19,176,761        17,086,801
                                                ------------------------------
                                                $ 19,179,128      $ 17,103,517
                                                ==============================












                                      F-29
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 15.  Condensed Parent-Only Financial Statements (Continued)

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                               ----------------------------------------
                                                                  2000           1999           1998
                                                               ----------------------------------------
<S>                                                            <C>            <C>            <C>
Income:
     Management fees                                           $   36,000     $   36,000     $   36,000
     Dividends received from subsidiary                           790,721        767,441        935,397
     Equity in undistributed earnings of subsidiary             1,225,981      1,154,895        951,733
     Dividend income                                               81,563         73,540         38,428
     Gain on sale of securities available for sale                      -              -         64,114
                                                               ----------------------------------------
                                                                2,134,265      2,031,876      2,025,672
Expenses:
     Operating expenses                                            73,784         66,909         75,243
                                                               ----------------------------------------
               Income before income taxes                       2,060,481      1,964,967      1,950,429

Income taxes                                                           31          4,877         14,062
                                                               ----------------------------------------
               Net income                                      $2,060,450     $1,960,090     $1,936,367
                                                               ========================================
</TABLE>




















                                      F-30
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 15.  Condensed Parent-Only Financial Statements (Continued)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                  ------------------------------------------------
                                                                       2000            1999            1998
                                                                  ------------------------------------------------
<S>                                                                  <C>              <C>              <C>
Cash Flows From Operating Activities
     Net income                                                      $ 2,060,450      $ 1,960,090      $ 1,936,367
     Adjustments to reconcile net income to net
        cash provided by operating activities:
        Undistributed earnings of subsidiary                          (1,225,981)      (1,154,895)        (951,733)
        Realized gain on sales of securities available
           for sale                                                            -                -          (64,114)
        Change in operating assets and liabilities:
           (Increase) decrease in other assets                               364             (172)             (88)
           Increase (decrease) in other liabilities                      (14,349)           2,654           14,062
                                                                     ---------------------------------------------
Net cash provided by operating activities                                820,484          807,677          934,494
                                                                     ---------------------------------------------

Cash Flows From Investing Activities
     Proceeds from sales of securities available
        for sale                                                               -                -          319,489
     Purchase of securities available for sale                           (66,600)         (91,150)        (668,980)
                                                                     ---------------------------------------------
Net cash (used in) investing activities                                  (66,600)         (91,150)        (349,491)
                                                                     ---------------------------------------------

Cash Flows From Financing Activities
     Net proceeds from issuance of common stock                          111,870          110,261          110,550
     Dividends paid                                                     (790,721)        (767,441)        (735,397)
                                                                     ---------------------------------------------
Net cash (used in) financing activities                                 (678,851)        (657,180)        (624,847)
                                                                     ---------------------------------------------

Increase (decrease) in cash                                               75,033           59,347          (39,844)
Cash, beginning                                                          114,828           55,481           95,325
                                                                     ---------------------------------------------

Cash, ending                                                         $   189,861      $   114,828      $    55,481
                                                                     =============================================
</TABLE>










                                      F-31
<PAGE>

                                   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: March 30, 2001             By: /s/ Ralph Larry Lyons
                                     -------------------------------------------
                                     Ralph Larry Lyons
                                     President and Chief Executive Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


March 30, 2001                   /s/ Ralph Larry Lyons
                                 -----------------------------------------------
                                 Ralph Larry Lyons
                                 President and Chief Executive Officer; Director
                                 (Principal Executive Officer)

March 30, 2001                   /s/ Charles F. Catlett, III
                                 -----------------------------------------------
                                 Charles F. Catlett, III
                                 Vice President and Chief Financial Officer
                                 (Principal Financial Officer)

March 30, 2001                   /s/ Thomas R. Thornton, Jr.
                                 -----------------------------------------------
                                 Thomas R. Thornton, Jr.
                                 Assistant Vice President
                                 (Principal Accounting Officer)

March 30, 2001                   /s/ John B. Larus
                                 -----------------------------------------------
                                 John B. Larus
                                 Chairman of the Board of Directors

March 30, 2001                   /s/ Fleming V. Austin
                                 -----------------------------------------------
                                 Fleming V. Austin
                                 Director

March 30, 2001                   /s/ Charles w. Binford
                                 -----------------------------------------------
                                 Charles W. Binford
                                 Director





<PAGE>

March 30, 2001                   /s/ Garland L. Blanton, Jr.
                                 -----------------------------------------------
                                 Garland L. Blanton, Jr.
                                 Director

March 30, 2001                   /s/ Charles B. Goodman
                                 -----------------------------------------------
                                 Charles B. Goodman
                                 Director

March 30, 2001                   /s/ Elwood C. May
                                 -----------------------------------------------
                                 Elwood C. May
                                 Director

March 30, 2001                   /s/ James T. Napier
                                 -----------------------------------------------
                                 James T. Napier
                                 Director
















<PAGE>

                                 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)
21.1          Subsidiaries of the Registrant (filed herewith)
23.1          Consent of Mitchell, Wiggins & Company, LLP (filed herewith)