OLD POINT FINANCIAL CORP
10-Q, 1998-11-13
STATE COMMERCIAL BANKS
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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 10-Q

     [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
          For quarterly period Ended September 30, 1998
[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                               ACT
        For the transition period from                to
             Commission File No. 0-12896 (1934 Act)
                                
                 OLD POINT FINANCIAL CORPORATION
     (Exact name of registrant as specified in its charter)
                                
           Virginia                        54-1265373
      (State or other jurisdiction of        (I.R.S. Employer
        incorporation or organization        Identification No.)
                                
           1 West Mellen Street, Hampton, Va.   23663
       (Address of Principal Executive Offices) (Zip Code)
                                
                                
Registrant's telephone number, including area code (757) 728-1200
                                
                         Not Applicable

           Former name, former address and former fiscal year, if
changed since last report.


      Check  whether  the registrant (1) has  filed  all  reports
required  to be filed by Section 12, 13 or 15(d) of the  Exchange
Act  during  the preceding 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


State  the  number of shares outstanding of each of the  issuer's
classes of common stock as of October 31, 1998.

           Class                 Outstanding at  October 31, 1998

          Common Stock, $5.00 par value 2,575,444 shares
<PAGE>

                 OLD POINT FINANCIAL CORPORATION
                           FORM 10-Q

                             INDEX


                 PART I - FINANCIAL INFORMATION
                                                                    Page
Item 1. Financial Statements...........................................1

     Consolidated Balance Sheets
                  September 30, 1998 and December 31, 1997.............1

     Consolidated Statement of Earnings
           Three months ended September 30, 1998 and 1997..............2
           Nine months ended September 30, 1998 and 1997...............2

     Consolidated Statement of Cash Flows
            Nine months ended September 30, 1998 and 1997..............3

     Consolidated Statements of Changes in Stockholders' Equity
            Nine months ended September 30, 1998 and 1997..............4

     Notes to Consolidated Financial Statements........................5

            Parent Only Balance Sheets
               September 30, 1998 and December 31, 1997................6

            Parent Only Statement of Earnings
               Three months ended September 30, 1998 and 1997..........6
               Nine months ended September 30, 1998 and 1997...........6

              Parent Only Statement of Cash Flows
                Three months ended September 30, 1998 and 1997..........7
                Nine months ended September 30, 1998 and 1997...........7

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations...........................8

          Analysis of Changes in Net Interest Income....................9

          Interest Sensitivity Analysis................................13


                  PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K...............................14

                                 (i)
<PAGE>
<TABLE>
<CAPTION>

                                                    September 30,    December 31,
Consolidated Balance Sheets                             1998             1997
                                                        (Dollars in Thousands)
Assets                                            
<S>                                                <C>               <C>
Cash and due from banks........................    $  8,473,684      $ 12,208,408
Investments:
  Securities available for sale, at market.....      74,063,267        67,546,008
  Securities to be held to maturity............      59,918,168        28,979,825
Trading account securities.....................         ---               ---
Federal funds sold.............................       6,897,899         6,977,386
Loans, total ..................................     230,540,008       221,743,937
    Less reserve for loan losses...............       2,745,958         2,671,174
                                                    ____________     ____________
        Net loans..............................     227,794,050       219,072,763
Bank premises and equipment....................      12,036,142         9,742,209
Other real estate owned........................         483,864           773,864
Other assets...................................       4,258,604         3,370,689
                                                    ____________     ____________
     Total assets..............................    $393,925,678       348,671,152
                                                    ____________     ____________
                                                    ____________     ____________

Liabilities

Noninterest-bearing deposits...................    $ 58,144,547      $ 52,359,579
Savings deposits...............................     114,990,788        99,991,102
Time deposits..................................     153,660,303       134,749,126
                                                    ____________     ____________
   Total deposits..............................     326,795,638       287,099,807
Federal funds purchased and securities sold 
    under agreement to repurchase..............      24,414,154        20,164,902
Interest-bearing demand notes issued to the
   United States Treasury and other
   liabilities for borrowed....................       1,336,205         4,025,090
Other liabilities..............................       1,713,379         1,048,885
                                                    ____________     ____________
   Total liabilities...........................     354,259,376       312,338,684

Stockholders' Equity

Common stock, $5.00 par value..................      12,873,220        12,830,860

                       1998           1997
                    
Shares Outstanding....2,574,644    2,566,172
Surplus........................................       9,996,866         9,693,301
Undivided profits..............................      15,491,481        13,097,716
Unrealized gain/(loss) on securities...........       1,304,735           710,591
                                                    ____________     ____________
    Total stockholders' equity.................      39,666,302        36,332,468

    Total liabilities and stockholders' equity.    $393,925,678      $348,671,152
                                                    ____________     ____________
                                                    ____________     ____________



                                                                    1
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
___________________________________________________  _______________________      _______________________
                                                       Three Months Ended           Nine Months Ended
Consolidated Statements of Earnings                      September 30,                September 30,
                                                        1998       1997              1998        1997
____________________________________________________ _______________________      _______________________
                                                       (Dollars in Thousands except per share amounts)
Interest Income
<S>                                                  <C>          <C>                <C>           <C>
Interest and fees on loans.....................      $5,065,052   $4,813,519         $15,111,942   $13,863,861
Interest on federal funds sold.................         132,098       86,515             455,373       189,410
Interest on securities:
   Taxable.....................................       1,406,532    1,133,518           3,896,480     3,390,617
   Exempt from Federal income tax..............         462,728      339,442           1,231,401       919,222
Interest on trading account....................               0            0                   0             0
                                                     _______________________          ________________________
                                                      1,869,260    1,472,960           5,127,881     4,309,839
                                                     _______________________          ________________________

    Total interest income......................       7,066,410    6,372,994          20,695,196    18,363,110

Interest Expense

Interest on savings deposits...................         888,466      700,397           2,496,733     2,065,006
Interest on time deposits......................       2,118,854    1,794,177           6,063,180     5,111,683
Interest on federal funds purchased and
  securities sold under agreement to repurchase         301,014      243,406             757,466       620,535
Interest on demand notes (note balances) issued
  to the United States Treasury
  and on other borrowed........................          21,562       22,030              74,408        73,727
                                                     _______________________          ________________________
    Total interest expense.....................       3,329,896    2,760,010           9,391,787     7,870,951

Net interest income............................       3,736,514    3,612,984          11,303,409    10,492,159
Provision for loan losses......................         150,000      100,000             500,000       300,000
                                                     _______________________          ________________________
Net interest income after provision
 for loan losses...............................       3,586,514    3,512,984          10,803,409    10,192,159

Other Income

Income from fiduciary activities...............         449,850      434,805           1,349,550     1,304,505
Service charges on deposit accounts............         495,878      431,440           1,402,651     1,284,963
Other service charges, commissions and fees....         153,124      153,252             497,178       424,365
Other operating income.........................          74,621       37,530             275,625       195,356
Security gains (losses)........................               0            0                   9        (4,068)
Trading account income.........................               0            0                   0             0
                                                     _______________________          ________________________
    Total other income.........................       1,173,473    1,057,027           3,525,013     3,205,121

Other Expenses

Salaries and employee benefits.................       1,960,710    1,941,618           5,719,487     5,757,690
Occupancy expense of Bank premises.............         251,186      207,132             694,549       624,658
Furniture and equipment expense................         289,313      277,825             875,985       814,473
Other operating expenses.......................         760,652      761,831           2,347,527     2,346,816
                                                     _______________________          ________________________
    Total other expenses.......................       3,261,861    3,188,406           9,637,548     9,543,637
                                                     _______________________          ________________________
Income before taxes............................       1,498,126    1,381,605           4,690,874     3,853,643
Applicable income taxes .......................         343,000      335,600           1,194,100       970,276
                                                     _______________________          ________________________
Net income.....................................      $1,155,126   $1,046,005         $ 3,496,774   $ 2,883,367
                                                     _______________________          ________________________
                                                     _______________________          ________________________

Per Share

Based on weighted average number of
  common shares outstanding....................       2,573,235   2,565,496          2,568,964   2,559,356
Basic Earnings Per Share.......................       $    0.45   $    0.41          $    1.36   $    1.13
Diluted Earnings Per Share.....................       $    0.44   $    0.41          $    1.34   $    1.12


                                                                               2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
________________________________________________________________________________________________
OLD POINT FINANCIAL CORPORATION                                     Nine Months Ended
Consolidated Statements of Cash Flows                                 Sept 30,
(Unaudited)                                                             1998            1997       
________________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                               <C>             <C>
Net income....................................................    $   3,496,774   $    2,883,367
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization...............................          717,882          703,477
  Provision for loan losses...................................          500,000          300,000
  (Gains) loss on sale of investment securities, net..........               (9)           4,068
  Net amortization & accretion of securities..................          121,766          310,772
  Net (increase) decrease in trading account..................                0                0
  (Increase) in other real estate owned.......................         (296,909)        (565,000)
  (Increase) decrease in other assets
    (net of tax effect of FASB 115 adjustment)................       (1,193,989)        (420,955)
  Increase (decrease) in other liabilities....................          664,494          429,063
                                                                    ____________    ____________
    Net cash provided by operating activities.................        4,010,009        3,644,792

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of securities ....................................      (64,422,396)     (18,401,556)
  Proceeds from maturities & calls of securities .............       27,745,253        9,749,000
  Proceeds from sales of available - for - sale securities....                0        6,217,797
  Proceeds from sales of held - to - maturity securities......                0                0
  Loans made to customers.....................................     (103,860,859)    (93,637,350)
  Principal payments received on loans........................       94,639,573       72,744,454
  Proceeds from sales of other real estate owned..............          586,910          145,000
  Purchases of premises and equipment.........................       (3,011,815)        (698,872)
  (Increase) decrease in federal funds sold...................           79,487       (4,602,592)
                                                                    ____________    ____________
    Net cash provided by (used in) investing activities.......      (48,243,847)     (28,484,119)
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (decrease) in non-interest bearing deposits........        5,784,968        5,201,772
  Increase (decrease) in savings deposits.....................       14,999,686        1,957,402
  Proceeds from the sale of certificates of deposit...........       49,570,250       46,257,128
    Payments for maturing certificates of deposit.............      (30,659,073)     (34,137,125)
  Increase (decrease) in federal funds purchased &
   repurchase agreements......................................        4,249,252        2,313,076
  Increase (decrease) in other borrowed money.................       (2,688,885)       1,726,178
  Proceeds from issuance of common stock......................          142,138          230,431
  Dividends paid..............................................         (899,222)        (767,859)
                                                                    ____________    ____________
    Net cash provided by financing activities.................       40,499,114       22,781,003

    Net increase (decrease) in cash and due from banks........       (3,734,724)      (2,058,324)
    Cash and due from banks at beginning of period............       12,208,408       10,988,495
                                                                    ____________    ____________
    Cash and due from banks at end of period..................    $   8,473,684   $    8,930,171 
                                                                    ____________    ____________
                                                                    ____________    ____________


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash payments for:
    Interest..................................................       $9,212,018       $7,780,638
    Income taxes..............................................        1,350,000        1,025,000




See accompanying notes
                                                                                 - 3 -
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

OLD POINT FINANCIAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
____________________________________________________________________________________________________________________________
                                                                                                     Unrealized
                                             Common Stock                              Undivided    Gain/(Loss)
                                                Shares       Amount       Surplus       Profits    On Securities     Total

                                            _________________________________________________________________________________
FOR NINE MONTHS ENDED SEPTEMBER 30, 1998
<S>                                           <C>         <C>           <C>          <C>              <C>         <C>
Balance at end of period ...................  2,566,172   $12,830,860   $9,693,301   $13,097,716      $710,591    $36,332,468
Net Income .................................      --           --           --         3,496,774          --        3,496,774
Sale of Common Stock .......................      8,472        42,360      303,565      (203,787)         --          142,138
Cash dividends .............................      --           --           --          (899,222)         --         (899,222)
Increase in unrealized gain on  securities .      --           --           --            --           594,144        594,144
                                             ___________   ___________  ___________   ___________   ___________   ___________
Balance at end of period ...................  2,574,644   $12,873,220   $9,996,866   $15,491,481    $1,304,735    $39,666,302




FOR NINE MONTHS ENDED SEPTEMBER 30, 1997
<S>                                           <C>         <C>           <C>          <C>              <C>         <C><S>
Balance at beginning of period .............  1,273,546    $6,367,730   $9,345,091   $16,638,880       $48,199    $32,399,900
Net income .................................       --           --           --        2,883,367          --        2,883,367
Sale of common stock .......................      9,540        47,700      348,210      (165,479)         --          230,431
Cash dividends .............................       --           --           --         (767,859)         --         (767,859)
Increase in unrealized gain on  securities .       --           --           --            --          482,674        482,674
                                             ___________   ___________  ___________   ___________   ___________   ___________
Balance at end of period ...................  1,283,086    $6,415,430   $9,693,301   $18,588,909      $530,873    $35,228,513


     See accompanying note
                                                                                    -4-
</TABLE>

<PAGE>

                OLD POINT FINANCIAL CORPORATION

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   The  accounting  and reporting policies  of  the  Registrant
     conform to generally accepted accounting principles  and  to
     the  general  practices  within the banking  industry.   The
     interim   financial  statements  have  not   been   audited;
     however,  in  the  opinion  of management,  all  adjustments
     necessary  for  a  fair  presentation  of  the  consolidated
     financial  statements have been included.  These adjustments
     include  estimated provisions for bonus, profit sharing  and
     pension   plans   that  are  settled  at  year-end.    These
     financial statements should be read in conjunction with  the
     financial  statements  included  in  the  Registrant's  1997
     Annual Report to Shareholders and Form 10-K.

2.   Earnings  per  common  share  outstanding  are  computed  by
     dividing   income   by  the  weighted  average   number   of
     outstanding common shares for each period presented.

                                 5
<PAGE>

<TABLE>
<CAPTION>
______________________________________________________________________________
OLD POINT FINANCIAL CORPORATION
Parent only Balance Sheets                          September 30, December 31,
(Unaudited)                                            1998          1997
______________________________________________________________________________
<S>                                               <C>           <C>
Assets
Cash in bank................................      $   274,021   $   289,230
Investment Securities.......................        2,117,277     1,877,175
Total Loans.................................                0             0
Investment in Subsidiary....................       37,290,279    34,170,604
Equipment...................................                0             0
Other assets................................           11,125         7,759
                                                    __________    __________
Total Assets................................      $39,692,702  $ 36,344,768
                                                    __________    __________
                                                    __________    __________
Liabilities and Stockholders' Equity
Total Liabilities...........................      $     26,400   $    12,300
Stockholders' Equity........................        39,666,302    36,332,468
                                                    __________    __________
Total Liabilities & Stockholders' Equity....      $ 39,692,702  $ 36,344,768
                                                    __________    __________
                                                    __________    __________

<CAPTION>
________________________________________________________________________________________________________
OLD POINT FINANCIAL CORPORATION                        Three Months Ended:          Nine Months Ended:
Parent only Income Statements                             September 30,                September 30,
(Unaudited)                                            1998          1997           1998          1997
________________________________________________________________________________________________________
<S>                                               <C>           <C>            <C>           <C>
Income
Cash dividends from Subsidiary..............      $   950,000   $   250,000    $   950,000   $   750,000
Interest and fees on loans..................                0             0              0           579
Interest income from investment securities..           79,281        26,978         79,281        78,683
Gains (losses) from sale of
   investment securities....................                0             0              0             0
Other income................................                0             0              0             0
                                                    __________    __________     __________    __________
Total Income................................        1,029,281       276,978      1,029,281       829,262

Expenses
Salaries and employee benefits..............                0             0              0             0
Other expenses..............................           37,406        10,192         37,406        42,706
                                                    __________    __________     __________    __________
Total Expenses..............................           37,406        10,192         37,406        42,706
                                                    __________    __________     __________    __________
Income before taxes & undistributed
    net income of subsidiary................          991,875       266,786        991,875       786,556

Income tax..................................           14,100         5,600         14,100        13,000
Net income before undistributed
  net income of subsidiary..................          977,775       261,186        977,775       773,556
                                                    __________    __________     __________    __________
Undistributed net income of subisdiary......        2,518,999       784,819      2,518,999     2,109,811
                                                    __________    __________     __________    __________

Net Income..................................      $ 3,496,774   $ 1,046,005    $ 3,496,774   $ 2,883,367
                                                    __________    __________     __________    __________
                                                    __________    __________     __________    __________

                                                                             6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
____________________________________________________________________________
OLD POINT FINANCIAL CORPORATION                       Nine Months Ended:
Parent only Statements of Cash Flows                    September 30,
(Unaudited)                                            1998          1997
____________________________________________________________________________
Cash Flows from Operating Activities:
<S>                                               <C>           <C>
Net Income..................................      $ 3,496,774   $ 2,883,367
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Equity in undistributed income
     of subsidiary..........................       (2,518,999)   (2,109,811)
  Depreciation..............................                0             0
    Gains(losses) on sale of securities (net)               0             0
    (Increase) decrease in other assets.....                0        52,614
    Increase (decrease) in other liabilities           14,100         6,100
                                                    ___________   ___________
Net cash provided by operating activities...          991,875       832,270

Cash flows from investing activities:
(Increase)decrease in investment securities.         (250,000)     (200,000)
Sale of equipment                                           0        14,411
Purchase of equipment.......................                0             0
Repayment of loans by customers.............                0        49,884
                                                    ___________   ___________
Net cash provided by investing activities...         (250,000)     (135,705)

Cash flows from financing activities:
Proceeds from issuance of common stock......          142,138       230,431
Dividends paid..............................         (899,222)     (767,859)
                                                    ___________   ___________
Net cash provided by financing activities...         (757,084)     (537,428)

Net increase (decrease) in cash &
  due from bank.............................          (15,209)      159,137

Cash & due from banks at beginning of period          289,230       142,683
                                                    ___________   ___________

Cash & due from banks at end of period......      $   274,021   $   301,820
                                                    ___________   ___________
                                                    ___________   ___________

                                                                        7
</TABLE>

<PAGE>
Item 2.   MANAGEMENTS   DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Summary
      Net  income for the third quarter of 1998 increased 10%  to
$1,155,126  from  $1,046,005 for the comparable period  in  1997.
Basic earnings per share were $0.45 in the third quarter of  1998
compared with $0.41 in 1997.

      For  the  nine months ended September 30, 1998  net  income
increased  21%  to  $3,496,774 from $2,883,367  in  1997.   Basic
earnings per share were $1.36 for the first nine months  of  1998
compared with $1.13 in 1997.

      Return on average assets was 1.19% for the third quarter of
1998  and  1.24%  for the comparable period in 1997.   Return  on
average  equity  was  11.81% for the third quarter  of  1998  and
11.96% for the third quarter of 1997.

     For the nine months ended September 30, 1998 and 1997 return
on  average assets was 1.24% and 1.17% respectively.   Return  on
average equity was 12.26% in 1998 and 11.35% in 1997.

Net Interest Income
      Net  interest  income,  on a fully  tax  equivalent  basis,
increased  $185  thousand, or 5%, for the third quarter  of  1998
over  1997.   Average earning assets increased 15%  and  the  net
interest yield, defined as the ratio of net interest income on  a
fully  tax  equivalent basis to total earning  assets,  decreased
from 4.78% in 1997 to 4.37% in 1998.

      For  the  nine months ended September 30, 1998 net interest
income increased $963 thousand, or 9%, over the comparable period
in  1997.   Average  earning assets increased  14%  and  the  net
interest  yield  decreased from 4.77% in 1997 to 4.55%  in  1998.
This  increase  in  earning  assets  is  due  to  growth  in  the
investment  and  loan portfolios. During 1998 there  has  been  a
shift  in investment securities from taxable to tax exempt  which
have  higher  tax equivalent yields.  Interest rates on  deposits
increased  19 basis points during the first nine months  of  1998
over  the  comparable period in 1997 while loan  rates  increased
only 4 basis points during the same period.  This contributed  to
the decrease in the net interest yield.

Page  9  shows  an  analysis of average earning assets,  interest
bearing liabilities and rates and yields.

                                         8

<PAGE>

<TABLE>
<CAPTION>
______________________________________________ ________________________________________________________________________
OLD POINT FINANCIAL CORPORATION
NET INTEREST INCOME ANALYSIS                             For the quarter ended September 30,
(Fully taxable equivalent basis) *                      1998                            1997                            
______________________________________________ ________________________________________________________________________
                                                                  Average                         Average              
                                                        Interest   Rates                Interest   Rates 
                                               Average  Income/   Earned/       Average  Income/  Earned/              
Dollars in thousands                           Balance  Expense     Paid        Balance  Expense    Paid               
_____________________________________________  ________________________________________________________________________ 
<S>                                            <C>      <C>          <C>       <C>      <C>          <C>                       
Loans (net of unearned income)**.............  $228,335    5,082     8.90%     $214,992    4,835     9.00%
Investment securities:***
  Taxable....................................   91,557     1,406     6.14%       72,088    1,131     6.28% 
  Tax-exempt.................................   36,625       701     7.66%       25,414      515     8.11%
                                               ________ ________               ________ ________            
    Total investment securities..............  128,182     2,107     6.58%       97,502    1,646     6.75% 
Federal funds sold...........................    9,252       132     5.71%        6,009       86     5.72%
                                               ________ ________               ________ ________           
  Total earning assets.......................  $365,769   $7,321     8.01%     $318,503   $6,567     8.25% 

Time and savings deposits:
  Interest-bearing transaction accounts......  $19,643      $108     2.20%      $25,446     $140     2.20%
  Money market deposit accounts..............   69,982       601     3.44%       48,550      381     3.14%
  Savings accounts...........................   26,081       180     2.76%       25,954      179     2.76%
  Certificates of deposit, $100,000 or more..   26,677       385     5.77%       20,655      307     5.95%
  Other certificates of deposit..............  124,156     1,733     5.58%      110,022    1,487     5.41%
                                               ________ ________               ________ ________        
    Total time and savings deposits..........  266,539     3,007     4.51%      230,627    2,494     4.33%
Federal funds purchased and securities sold
  under agreement to repurchase..............   24,314       301     4.95%       20,301      244     4.81%    
Other short term borrowings..................    1,541        21     5.45%        1,560       22     5.64%
                                               ________ ________               ________ ________          
  Total interest bearing liabilities.........  $292,394    3,329     4.55%     $252,488    2,760     4.37%

Net interest income/yield....................             $3,992     4.37%                $3,807     4.78%
                                                        ________ ________                 ________ ________ 
                                                        ________ ________                 ________ ________

<CAPTION>
                                               ____________________________________________________________

                                               For the nine months ended September 30,
                                                 1998                            1997                   
                                               __________________________________________________________  
                                                        Interest   Rates                Interest   Rates
                                               Average  Income/   Earned/       Average  Income/  Earned/
Dollars in thousands                           Balance  Expense     Paid        Balance  Expense    Paid
______________________________________________ ___________________________________________________________
<S>                                            <C>      <C>          <C>       <C>      <C>          <C>
Loans (net of unearned income)**.............  $225,059  $15,163     8.98%     $207,666  $13,928     8.94%
Investment securities:***
  Taxable....................................   84,174     3,896     6.17%       72,915    3,388     6.20%
  Tax-exempt.................................   31,542     1,866     7.89%       22,876    1,393     8.12%
                                               ________ ________               ________ ________         
    Total investment securities..............  115,716     5,762     6.64%       95,791    4,781     6.65%
Federal funds sold...........................   10,721       455     5.66%        4,554      189     5.53%
                                               ________ ________               ________ ________          
  Total earning assets.......................  $351,496  $21,380     8.11%     $308,011  $18,898     8.18%

Time and savings deposits:
  Interest-bearing transaction accounts......  $19,880      $321     2.15%      $25,891     $428     2.20%
  Money market deposit accounts..............   65,593     1,638     3.33%       47,405    1,108     3.12%
  Savings accounts...........................   26,241       538     2.73%       25,816      529     2.73%
  Certificates of deposit, $100,000 or more..   25,441     1,081     5.67%       18,433      787     5.69%
  Other certificates of deposit..............  119,847     4,982     5.54%      107,561    4,325     5.36%
                                               ________ ________               ________ ________          
    Total time and savings deposits..........  257,002     8,560     4.44%      225,106    7,177     4.25%
Federal funds purchased and securities sold
  under agreement to repurchase..............   21,419       757     4.71%       17,631      621     4.70%
Other short term borrowings..................    1,799        74     5.48%        1,805       74     5.47%
                                               ________ ________               ________ ________          
  Total interest bearing liabilities.........  $280,220    9,391     4.47%     $244,542    7,872     4.29%

Net interest income/yield....................            $11,989     4.55%               $11,026     4.77%
                                                         _________ ________               ________ ________ 
                                                         _________ ________               ________ ________ 
* Tax equivalent yields based on 34% tax rate.
** Nonaccrual loans are included in the average loan balances and income on such loans is recognized on a cash basis
*** All investment securities are reported at amortized cost for this schedule.

                                                                                   9
</TABLE>

<PAGE>
Provision/Allowance for Loan Losses

      The  provision for loan losses was $500,000 for  the  first
nine  months of 1998, up $200,000 over the comparable  period  in
1997.  Loans charged off (net of recoveries) were $425,215 in the
first  nine months of 1998, compared with $156,591 for  the  same
period  in 1997.  The increase is attributable to second  quarter
deficiencies  recorded on foreclosed real estate  as  well  as  a
commercial  loan relationship charged off due to bankruptcy.   On
an  annualized  basis net loan charge-offs were  0.25%  of  total
loans  for the first nine months of 1998 compared with  .10%  for
the same period in 1997.

      On  September  30, 1998 nonperforming assets totalled  $838
thousand compared with $1.84 million on September 30, 1997.   The
September  1998  total consisted of $130 thousand  in  foreclosed
real estate, $354 thousand in a former branch site now listed for
sale, and $354 thousand in nonaccrual loans.  The September  1997
total consisted of $420 thousand in foreclosed real estate,  $354
thousand  in  a  former  branch  site,  and  $1.063  million   in
nonaccrual loans.  Loans still accruing interest but past due  90
days  or more increased to $1.18 million as of September 30, 1998
compared with $769 million on September 30, 1997.

The  allowance  for loan losses on September 30, 1998  was  $2.75
million.   It  represented a multiple of 3.28 times nonperforming
assets  and  7.76 times nonperforming loans.  The  allowance  for
loan losses on September 30, 1998 was 1.19% of loans compared  to
1.13% at September 30, 1997.

Other Income
      Other  income  increased $116,446, or 11%,  for  the  third
quarter  of  1998  over  the same period in  1997.   Income  from
service charges on deposit accounts increased 14% mainly  due  to
an  increase of $20.8 million in checking and savings deposits in
1998.

      For  the nine months ended September 30, 1998 other  income
increased  $319,892 or 10% from 1997. Contributing to the  higher
income  in 1998 were increases in deposit service charges,  debit
card income and mortgage brokerage income.

Other Expenses
      Other  expenses  increased $73,455, or  2%,  in  the  third
quarter of 1998 over 1997. Occupancy expenses were up 21% due  to
the  opening  of  the  new Oyster Point  Office.   Furniture  and
equipment  expenses  increased 4% due to higher  depreciation  on
computer equipment and furniture for the new office building.

      For the nine months ended September 30, 1998 other expenses
increased  $93,911  or  1%, from 1997.  As  mentioned  above  the
increase  is  primarily due occupancy and furniture  &  equipment
expenses  related  to  the opening of  the  new  office  and  the
refurbishing of existing offices.

Financial Condition
      At September 30, 1998 total assets were $393.9 million,  up
13%  from $348.7 million at December 31, 1997.  Total loans  grew
$8.8 million, or 4% and investment securities grew $37.5 million,
or  39%, in 1998.  Total deposits increased $39.7 million, or 14%
in  1998 and demand note balances to the U. S. Treasury decreased
$2.69 million to $1.34 from $4.03 million at year end 1997.

                                    10
<PAGE>
Capital Resources
      The  Company's capital position remains strong as evidenced
by  the  regulatory capital measurements.  At September 30,  1998
the  Tier I capital ratio was 14.95%, the total capital ratio was
16.02%  and the leverage ratio was 9.81%.  These ratios were  all
well  above  the regulatory minimum levels of 4.00%,  8.00%,  and
3.00%, respectively.

Liquidity and Interest Sensitivity
      Liquidity is the ability of the Company to meet present and
future  obligations to depositors and borrowers.  As loan  demand
increases,  liquidity  will be provided by liquidation  of  short
term  investment securities as well as other means  of  financing
such  as  purchase of federal funds and demand note to  the  U.S.
Treasury.

      The  Company  was liability sensitive as of  September  30,
1998.   There  were  $122.345 million more  in  liabilities  than
assets  subject to repricing within three months.   Net  interest
income  should  improve if interest rates fall since  liabilities
will  reprice faster than assets.  Conversely, if interest  rates
rise,  net  interest income should decline.  It should be  noted,
however,  that  the savings deposits; which consist  of  interest
checking,  money market, and savings accounts; are less  interest
sensitive  than other market driven deposits.  In a  rising  rate
environment  these deposit rates have historically lagged  behind
the  changes in earning asset rates, thus mitigating somewhat the
impact  from  the liability sensitivity position.  The  table  on
page  12  reflects the earlier of the maturity or repricing  data
for various assets and liabilities as of September 30, 1998.

Effects of Inflation
      Management  believes that the key to achieving satisfactory
performance  in  an inflationary environment is  its  ability  to
maintain  or  improve  its net interest margin  and  to  generate
additional fee income.  The Company's policy of investing in  and
funding  with  interest-sensitive  assets  and  liabilities    is
intended  to reduce the risks inherent in a volatile inflationary
economy.

General

      The Company opened a new facility which is now home to  the
Old  Point  Commercial Services as well as  Trust  and  Financial
Services.  The Company has also acquired property in Norge, VA on
which a full service branch office will be built.  This office is
scheduled to be open in the first quarter of 1999.

Year 2000

      The  "Year  2000"  problem relates to the  fact  that  many
computer programs use two digits to define a year and assume that
the   century  is  1900.   Therefore,  these  programs  will  not
recognize the turn of the century.  For example, the year 1998 is
defined  as  "98" and the year 2003 is defined as  "03".  Because
the  assumed century is 1900 computers recognize the  year  2003,
defined as "03", as 1903.  The Company is aware of the Year  2000
problem  and is taking action to ensure that all of its  computer
hardware  and software will be Year 2000 compliant.  The  Company
has  a five-step plan to identify, correct, upgrade and test  all
of  its hardware and software. This plan conforms to the standard
established  by  the  Federal Financial Institutions  Examination
Council  (FFIEC).   A Year 2000 project team has  been  assembled
which  meets  on a monthly basis to monitor progress and  address
any  new issues that might arise.  The Company has identified and

                                    11
<PAGE>
cataloged  all  of  its  hardware  and  software.   Software  and
hardware that is not Year 2000 compliant has been identified  and
plans are being developed to upgrade and/or replace hardware  and
software  that  is  not Year 2000 compliant.   Additionally,  the
Company's  vendors  and major customers are  being  contacted  to
determine  their Year 2000 efforts so that the Company  can  plan
accordingly.  The FFIEC standard requires banks to have a written
contingency  plan  in  the event a mission  critical  application
fails.   Old Point has developed this contingency plan to process
the  core  applications using personal computers until  the  core
application software can be repaired.  The Company is on schedule
to  meet the regulatory deadlines established by the FFIEC.   The
Office  of  the Comptroller of the Currency (OCC) is  responsible
for examining the Bank for compliance to the regulatory standard.
In  addition,  the  internal audit department and  the  Company's
external  certified public accountants will independently  verify
and   validate  the  processes  the  Company  uses  to  test  the
applications.

The Company is testing its core applications which process loans,
deposits  and  the general ledger.  Fiserv provides the  software
used  to  process these applications.  Fiserv performed extensive
testing  of  its  software and has stated that it  is  Year  2000
compliant  under  their  test  conditions.   In  addition,  other
software that interfaces with the core application is also  being
tested.   This  testing is expected to be complete by  the  first
quarter of 1999.  The Company continues to upgrade other hardware
and  software  as  needed.  Any hardware  or  software  purchased
subsequently will be tested for Year 2000 compliance.

The  Company is dependent on public utility companies  to  supply
electricity,  gas, water, sewage, and telecommunications.   These
utility  companies have provided Old Point with some  information
regarding their status in becoming Year 2000 compliant.  The Year
2000  project  team  continues to monitor  their  progress.   The
Company  has  installed a diesel generator  at  the  Main  Office
location to provide electricity in the event of a power failure.

Operating  and capital budgets incorporate projected expenditures
necessary  to  ensure that all systems are Year  2000  compliant.
Through  September  30, 1998 the Company has spent  approximately
$500,000 in capital expenditures to upgrade its computer hardware
and software to be Year 2000 compliant.  In addition, the Company
has  spent approximately $100,000 in operating expenses  to  test
its  software applications and hardware for year 2000 compliance.
An  additional $300,000 in capital expenditures is  budgeted  for
the  remainder  of  1998  and 1999 for  Year  2000  hardware  and
software  upgrades  as  well as another  $100,000  for  operating
expenses  to  complete the testing for Year 2000 compliance.   At
this  time  management does not believe that  Year  2000  related
expenditures will have an adverse material effect on the Company.

                                   12
<PAGE>

<TABLE>
<CAPTION>
_____________________________________________________________________________________
INTEREST SENSITIVITY ANALYSIS
As of September 30, 1998                                MATURITY   
(in thousands)                       Within      4-12       1-5    Over 5  
                                    3 Months   Months     Years     Years     Total
______________________________________________________________________________________
Uses of funds
<S>                                <C>       <C>        <C>       <C>       <C>
Federal funds sold..............      6,898      --        --        --       6,898
Taxable investments.............      7,448     7,608    53,659    23,978    92,693
Tax-exempt investments..........        100       266     1,553    39,369    41,288
                                    ________  ________  ________  ________  ________
  Total investments.............     14,446     7,874    55,212    63,347   140,879

Loans:
  Commercial....................     19,635     2,598    34,449     3,869    60,551
  Tax-exempt....................      1,468        73       144         0     1,685
  Installment...................      3,780     2,680    52,295     2,469    61,224
  Real estate...................     19,719    10,087    56,896    19,459   106,161
  Other.........................        461      --         458         0       919
                                    ________  ________  ________  ________  ________
Total loans.....................     45,063    15,438   144,242    25,797   230,540
                                    ________  ________  ________  ________  ________
Total earning assets............     59,509    23,312   199,454    89,144   371,419
                                                                                   
                                                                               
Sources of funds

Interest checking deposits......     20,912      --        --        --      20,912
Money market deposit accounts...     68,308      --        --        --      68,308
Regular savings accounts........     25,771      --        --        --      25,771
Certificates of deposit.........
  $100,000 or more..............      6,604    10,220    10,185      --      27,009
Other time deposits.............     34,509    48,203    43,939      --     126,651
Federal funds purchased and                                                    
  securities sold under
  agreements to repurchase......     24,414      --        --        --      24,414
Other borrowed money............      1,336      --          18      --       1,354
                                    ________  ________  ________  ________  ________
Total interest bearing liabilities  181,854    58,423    54,142         0   294,419


Rate sensitivity GAP............   (122,345)  (35,111)  145,312    89,144    77,000

Cumulative GAP..................   (122,345) (157,456)  (12,144)   77,000

                                                                      - 13 -
</TABLE>


<PAGE>
PART II - OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K
          (a)none
          (b)No reports  on Form 8-K were filed during  the  third
             quarter of 1998.

                                        14
<PAGE>
                           SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.


                OLD POINT FINANCIAL CORPORATION
                       November 13, 1998




     By:  /s/ Robert F Shuford
          President and Director
          Principal Executive Officer








     By:  /s/ Louis G Morris
          Senior Vice President and Treasurer
          Principal Financial and Accounting Officer



                                            15


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                           8,474
<INT-BEARING-DEPOSITS>                              85
<FED-FUNDS-SOLD>                                 6,898
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     74,063
<INVESTMENTS-CARRYING>                          59,919
<INVESTMENTS-MARKET>                            60,736
<LOANS>                                        230,540
<ALLOWANCE>                                      2,746
<TOTAL-ASSETS>                                 393,926
<DEPOSITS>                                     326,796
<SHORT-TERM>                                     1,336
<LIABILITIES-OTHER>                              1,713
<LONG-TERM>                                         18
                                0
                                          0
<COMMON>                                        12,873
<OTHER-SE>                                      25,488
<TOTAL-LIABILITIES-AND-EQUITY>                 393,926
<INTEREST-LOAN>                                 15,112
<INTEREST-INVEST>                                5,128
<INTEREST-OTHER>                                   455
<INTEREST-TOTAL>                                20,695
<INTEREST-DEPOSIT>                               8,560
<INTEREST-EXPENSE>                               9,392
<INTEREST-INCOME-NET>                           11,303
<LOAN-LOSSES>                                      500
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  9,638
<INCOME-PRETAX>                                  4,691
<INCOME-PRE-EXTRAORDINARY>                       4,691
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,497
<EPS-PRIMARY>                                     1.36
<EPS-DILUTED>                                     1.34
<YIELD-ACTUAL>                                    4.55
<LOANS-NON>                                        354
<LOANS-PAST>                                     1,179  
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                  1,328
<ALLOWANCE-OPEN>                                 2,671
<CHARGE-OFFS>                                      722
<RECOVERIES>                                       347
<ALLOWANCE-CLOSE>                                2,746
<ALLOWANCE-DOMESTIC>                             2,746
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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