BAY BANKS OF VIRGINIA INC
NT 10-Q, 2000-05-16
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 12B-25


                          NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-K   [ ] Form 11-K    [X] Form 10-Q     [ ] Form N-SAR

For Period Ended: March 31, 2000
                  --------------------------------------------------------------

[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
                                ------------------------------------------------

Commission File Number 0-22955


  READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.

  Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

  If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Quarterly Report on Form
10-Q.


                         PART I. REGISTRANT INFORMATION

Full name of registrant    Bay Banks of Virginia, Inc.
                           -----------------------------------------------------
Former name if applicable
                         ----------------------------------------------

Address of principal executive office (STREET AND NUMBER) 100 South Main Street
                                                          ----------------------
City, State and Zip Code   Kilmarnock, Virginia  22482
                         -------------------------------------------------------


         PART II. RULE 12B-25 (B) AND (C)

  If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)

[X]   (a) The reasons described in reasonable detail in Part III of this form
       could not be eliminated without unreasonable effort or expense;

[X]   (b) The subject annual report, semi-annual report, transition report on
       Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
       or before the 15th calendar day following the prescribed due date; or the
       subject quarterly report or transition report on Form 10-Q, or portion
       thereof will be filed on or before the fifth calendar day following the
       prescribed due date; and

[ ]   (c) The accountant's statement or other exhibit required by Rule
       12b-25(c) has been attached if applicable.
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                               PART III. NARRATIVE

  State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)


     Bay Banks of Virginia, Incorporated is filing its' first 10-Q during the
interim period ending March 31, 2000.  Prior to this the Company filed a Form
10-QSB.  With the additional requirements related to the change from Form 10-QSB
to 10-Q, and the creation of a new subsidiary, Bay Trust Company, the Form 10-Q
can not be timely filed without unreasonable effort and expense. The Company has
filed no 12b-25 Notifications of Late Filings prior to this filing dated May 15,
2000.

As a result of this unique circumstance, and in the interest of full and
accurate disclosure to the Commission and to current stockholders, and to avoid
incurring unreasonable effort or expense, the Registrant requires additional
time to prepare its Form 10-Q filing. The Registrant anticipates that the filing
will be made as required under Rule 12b-25(b)(2)(ii).


                           PART IV. OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification


     Richard Abbott                          (804)435-4104
- --------------------------------------------------------------------------------
(Name)                                (Area code) (Telephone number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
                                         [X]    Yes      [ ]     No
(3)  Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                                         [ ]    Yes      [X]     No

    If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                          Bay Banks of Virginia, Inc.
- --------------------------------------------------------------------------------
                 (Name of Registrant as specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


                            Bay Banks of Virginia, Inc.


Date:  May 15, 2000                 By:/s/ Austin L. Roberts, III
     ----------------               ---------------------------
                                           Austin L. Roberts, III
                                           President and Chief Executive Officer

      INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
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the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

- --------------------------------------------------------------------------------
                                    ATTENTION
   INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------

            GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed copies of this form and amendments
      thereto must be completed and filed with the Securities and Exchange
      Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
      General Rules and Regulations under the Act. The information contained in
      or filed with the form will be made a matter of public record in the
      Commission files.

3.    A manually signed copy of the form and amendments thereto shall be filed
      with each national securities exchange on which any class of securities of
      the registrant is registered.

4.    Amendments to the notifications must also be filed on form 12b-25 but need
      not restate information that has been correctly furnished. The form shall
      be clearly identified as an amended notification.

5.    ELECTRONIC FILERS. This form shall not be used by electronic filers unable
      to timely file a report solely due to electronic difficulties. Filers
      unable to submit a report within the time period prescribed due to
      difficulties in electronic filing should comply with either Rule 201 or
      Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
      apply for an adjustment in filing date pursuant to Rule 13(b) of
      Regulation S-T (ss.232.13(b) of this chapter).


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