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 1934
and 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: 8,597,504
3. Number of shares outstanding after the change: 10,079,148
4. Effective date of change: September 28, 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 The First National Bank
of Clifton Forge on September 27, 1996, having received all
regulatory and shareholder approvals. This acquisition was
completed as a pooling of interests. The exchange ratio was 4.89
shares of MainStreet BankGroup Incorporated common stock for each
share of common stock in The First National Bank of Clifton Forge,
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: October 21, 1996 /s/ JAMES E. ADAMS
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James E. Adams
Group Executive,
Chief Financial Officer
& Treasurer
