UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-C
REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
Filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934and Rule 13a-17 or 15d-17 thereunder
MAINSTREET BANKGROUP INCORPORATED
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(Exact name of issuer as specified in charter)
P.O. BOX 4831 MARTINSVILLE, VA 24115-4831
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(Address of principal executive offices)
(540)632-2971
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(Issuer's telephone number, including area code)
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the
number of shares outstanding:
1. Title of security: COMMON STOCK $5 Par Value
2. Number of shares outstanding before the change: 10,079,160
3. Number of shares outstanding after the change: 11,305,537
4. Effective date of change: November 14, 1996
5. Method of change:
Specify method (such as merger, acquisition, exchange,
distribution, stock split, reverse split, acquisition of stock
for treasury, etc.): Acquisition
Give brief description of transaction: MainStreet
BankGroup Incorporated completed the acquisition of Hanover Bank
on November 1, 1996, having received all regulatory and
shareholder approvals. This acquisition was completed as a
pooling of interests. The exchange ratio was .884 shares of
MainStreet BankGroup Incorporated common stock for each share of
common stock in Hanover Bank, excluding those shares which chose
the cash election.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: N/A
2. Name after change: N/A
3. Effective date of charter amendment changing name: N/A
4. Date if shareholder approval of change, if required: N/A
Date: November 18, 1996 /s/ JAMES E. ADAMS
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James E. Adams, Group Executive
Chief Financial Officer & Treasurer
