OLD POINT FINANCIAL CORP
10-Q, 1999-05-13
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 March 31, 1999
[   ] 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) 722-7451
                                
                         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 April 30, 1999.

          Class                            Outstanding at April 30,1999
          Common Stock, $5.00 par value    2,576,244 shares

<PAGE>
                 OLD POINT FINANCIAL CORPORATION
                           FORM 10-Q

                             INDEX


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

     Consolidated Balance Sheets
              March 31, 1999 and December 31, 1998           1

     Consolidated Statement of Earnings
              Three months ended March 31, 1999 and 1998     2

     Consolidated Statement of Cash Flows
              Three months ended March 31, 1999 and 1998     3

     Consolidated Statements of Changes

in Stockholders' Equity
              Three months ended March 31, 1999 and 1998     4

     Notes to Consolidated Financial Statements              5

              Parent Only Balance Sheets

March 31, 1999 and December 31, 1998                         6

              Parent Only Statement of Earnings

Three months ended March 31, 1999 and 1998                   6

              Parent Only Statement of Cash Flows

Three months ended March 31, 1999 and 1998                   7


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

          Analysis of Changes in Net Interest Income        11

          Interest Sensitivity Analysis                     12


                  PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K                    13


                              (i)

<PAGE>
<TABLE>
<CAPTION>
   _______________________________________________________________________________________
   PART 1. - FINANCIAL INFORMATION
   OLD POINT FINANCIAL CORPORATION
   Consolidated Balance Sheets                           March 31,           December 31,
   (Unaudited)                                              1999                 1998
   _______________________________________________________________________________________
   Assets
   <S>                                                  <C>                  <C>
   Cash and due from banks.......................       $  8,242,312         $ 10,200,201
   Interest bearing balances due from banks......             40,730              110,638
   Securities available for sale, at market......         85,054,452           82,568,024
   Securities to be held to maturity.............         54,424,820           54,919,340
   Trading account securities....................                  0                    0
   Federal funds sold............................          3,097,434            6,577,903
   Loans, total..................................        247,642,584          235,865,038
       Less reserve for loan losses..............          2,911,588            2,854,952
                                                         -----------          -----------
           Net loans.............................        244,730,996          233,010,086
   Bank premises and equipment...................         12,937,067           12,051,677
   Other real estate owned.......................            413,864              483,864
   Other assets..................................          4,309,803            4,195,963
                                                         -----------          -----------
        Total assets.............................       $413,251,478         $404,117,696
                                                        ============         ============


   Liabilities

   Noninterest-bearing deposits..................       $ 61,088,162          $65,335,643
   Savings deposits..............................        122,798,122          121,681,505
   Time deposits.................................        161,853,285          156,395,329
                                                        ------------       --------------
      Total deposits.............................        345,739,569          343,412,477
   Federal funds purchased and securities sold 
       under agreement to repurchase.............         23,539,728           19,128,382
   Interest-bearing demand notes issued to the 
      United States Treasury and other
      liabilities for borrowed money.............          1,076,629              348,057
   Other liabilities.............................          1,785,873            1,215,785
                                                        ------------       --------------
      Total liabilities..........................       $372,141,799         $364,104,701


   Stockholders' Equity

   Common stock, $5.00 par value.................         12,881,220           12,877,220
                           1999       1998

       Shares authorized..6,000,000  6,000,000
       Shares outstanding.2,576,244  2,575,444
   Surplus.......................................         10,042,634           10,020,066
   Undivided profits.............................         17,187,280           16,284,552
   Unrealized gain/(loss) on securities .........            998,545              831,157
                                                        ------------         ------------
       Total stockholders' equity................         41,109,679           40,012,995

       Total liabilities and stockholders' equity       $413,251,478         $404,117,696
                                                        ============         ============
</TABLE>


            See accompanying notes


                                                                - 1 -
<PAGE>
<TABLE>
<CAPTION>
  _______________________________________________________________________________________

   OLD POINT FINANCIAL CORPORATION                               Three Months Ended
   Consolidated Statements of Earnings                                 March 31,       
   (Unaudited)                                                  1999              1998
   Interest Income
   _______________________________________________________________________________________

   <S>                                                 <C>                  <C>
   Interest and fees on loans....................      $   5,115,115        $   4,923,323
   Interest on federal funds sold................             61,400              182,156
   Interest on securities:
      Taxable....................................          1,271,100            1,125,681
      Exempt from Federal income tax.............            634,740              372,649
                                                       --------------       --------------
         Total interest on securities............          1,905,840            1,498,330

       Total interest income.....................          7,082,355            6,603,809

   Interest Expense

   Interest on savings deposits..................            895,963              752,215
   Interest on time deposits.....................          2,124,800            1,915,351
   Interest on federal funds purchased and
    securities sold under agreement to repurchase            238,340              233,701
   Interest on demand notes (note balances)
    issued to the United States Treasury
    and on other borrowed money..................             16,819               27,810
                                                       --------------       --------------
       Total interest expense....................          3,275,922            2,929,077

   Net interest income...........................          3,806,433            3,674,732
   Provision for loan losses.....................            150,000              150,000
                                                       --------------       --------------
   Net interest income after provision
     for loan losses.............................          3,656,433            3,524,732

   Other Income

   Income from fiduciary activities..............            509,850              449,850
   Service charges on deposit accounts...........            525,333              432,726
   Other service charges, commissions and fees...            206,926              200,190
   Other operating income........................             83,457               88,783
   Security gains (losses).......................                  0                    0
   Trading account income........................                  0                    0
                                                       --------------       --------------
       Total other income........................          1,325,566            1,171,549

   Other Expenses

   Salaries and employee benefits................          2,070,713            1,843,527
   Occupancy expense of Bank premises............            230,145              218,767
   Furniture and equipment expense...............            287,499              290,978
   Other operating expenses......................            793,934              743,563
                                                       --------------       --------------
       Total other expenses......................          3,382,291            3,096,835

   Income before taxes...........................          1,599,708            1,599,446
   Applicable income taxes ......................            351,300              426,500
                                                       --------------       --------------
   Net income....................................         $1,248,408           $1,172,946
                                                       ==============       ==============
   Per Share

   Based on weighted average number of
     common shares outstanding...................          2,575,826            2,566,185
   Basic Earnings per Share                                    $0.48                $0.46
   Diluted Earnings per Share                                  $0.48                $0.45

</TABLE>

See accompanying notes


                                                                -2-
<PAGE>
 <TABLE>
 <CAPTION>
   _________________________________________________________________________________________________
   OLD POINT FINANCIAL CORPORATION                                            Three Months Ended
   Consolidated Statements of Cash Flows                                            March 31,
   (Unaudited)                                                                1999             1998
   _________________________________________________________________________________________________

   <S>                                                               <C>             <C>
   CASH FLOWS FROM OPERATING ACTIVITIES
   Net income....................................................    $   1,248,408   $    1,172,946
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization...............................          265,611          238,834
     Provision for loan losses...................................          150,000          150,000
     (Gains) loss on sale of investment securities, net..........                0                0
     Net amortization & accretion of securities .................           32,182           28,938
     Net (increase) decrease in trading account..................                0                0
     (Increase) in other real estate owned.......................         (215,056)        (175,909)
     (Increase) decrease in other assets
       (net of tax effect of FASB 115 adjustment)................         (200,070)        (446,595)
     Increase (decrease) in other liabilities....................          570,088          738,419
                                                                       ------------    -------------
       Net cash provided by operating activities.................        1,851,163        1,706,633

   CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of securities ....................................      (13,270,472)     (31,359,451)
     Proceeds from maturities & calls of securities .............       11,500,000       12,043,000
     Proceeds from sales of available - for - sale securities....                0                0
     Proceeds from sales of held - to - maturity securities......                0                0
     Loans made to customers.....................................      (35,038,614)     (28,661,487)
     Principal payments received on loans........................       23,167,703       25,837,888
     Proceeds from sales of other real estate owned..............          285,056          370,000
     Purchases of premises and equipment.........................       (1,151,000)      (1,167,296)
     (Increase) decrease in federal funds sold...................        3,480,469      (14,096,320)
                                                                       ------------    -------------
       Net cash provided by (used in) investing activities.......      (11,026,858)     (37,033,666)

   CASH FLOWS FROM FINANCING ACTIVITIES
     Increase (decrease) in non-interest bearing deposits........       (4,247,481)       9,390,137
     Increase (decrease) in savings deposits.....................        1,116,617       18,199,190
     Proceeds from the sale of certificates of deposit...........       11,637,876       17,276,680
     Payments for maturing certificates of deposit...............       (6,179,920)      (9,757,966)
     Increase (decrease) in federal funds purchased &
      repurchase agreements......................................        4,411,346       (1,028,678)
     Increase (decrease) in other borrowed money.................          728,572         (560,856)
     Proceeds from issuance of common stock......................           15,800           21,750
     Dividends paid..............................................         (334,912)        (282,279)
                                                                       ------------    -------------
       Net cash provided by financing activities.................        7,147,898       33,257,978

       Net increase (decrease) in cash and due from banks........       (2,027,797)      (2,069,055)
       Cash and due from banks at beginning of period............       10,310,839       12,208,408
                                                                       ------------    -------------
       Cash and due from banks at end of period..................    $   8,283,042   $   10,139,353
                                                                       ============    =============

   SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash payments for:
       Interest..................................................       $3,269,689       $2,850,903
       Income taxes..............................................                0                0

</TABLE>


   See accompanying notes
                                                                - 3 -

<PAGE>
<TABLE>
<CAPTION>

   _____________________________________________________________________________________________________________________________
   OLD POINT FINANCIAL CORPORATION
   STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
   (Unaudited)
                                                                                                    Accumulated
                                                                                                       Other           Total
                                             Common Stock      Par         Capital       Retained   Comprehensive  Stockholder's
                                                Shares        Value        Surplus       Earnings   Income(Loss)      Equity
   ______________________________________________________________________________________________________________________________

   FOR THREE MONTHS ENDED MARCH 31, 1999
   <S>                                          <C>         <C>           <C>            <C>             <C>         <C>
   Balance at beginning of period..........     2,575,444   $12,877,220   $10,020,066    $16,284,552     $831,157    $40,012,995
   Comprehensive Income
     Net income............................             0             0             0      1,248,408            0      1,248,408
     Increase (decrease) in unrealized
     gain on investment securities.........             0             0             0              0      167,388        167,388
                                                   ------        ------        ------         ------       ------         ------
     Total Comprehensive Income............                                                1,248,408      167,388      1,415,796
   Sale of common stock....................           800         4,000        22,568        (10,768)           0         15,800
   Cash dividends............... ..........             0             0             0       (334,912)           0       (334,912)
                                                   ------        ------        ------         ------       ------         ------
   Balance at end of period................     2,576,244   $12,881,220   $10,042,634    $17,187,280     $998,545    $41,109,679




   FOR THREE MONTHS ENDED MARCH 31, 1998

   Balance at beginning of period..........     2,566,172   $12,830,860   $ 9,693,301    $13,097,716     $710,591    $36,332,468
   Comprehensive Income
     Net income............................             0             0             0      1,172,946            0      1,172,946
     Increase (decrease) in unrealized
     gain on investment securities.........             0             0             0              0     (103,058)      (103,058)
                                                   ------        ------        ------         ------       ------         ------
     Total Comprehensive Income............                                                1,172,946     (103,058)     1,069,888
   Sale of common stock....................         1,200         6,000        37,800        (22,050)           0         21,750
   Cash dividends............... ..........             0             0             0       (282,280)           0       (282,280)
                                                   ------        ------        ------         ------       ------         ------
   Balance at end of period................     2,567,372   $12,836,860   $ 9,731,101    $13,966,332     $607,533    $37,141,826

</TABLE>


See accompanying notes


                                                                -4-
<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  1998
     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                              March 31,       December 31,
    (Unaudited)                                                1999            1998
    _____________________________________________________________________________________

    Assets
    <S>                                                 <C>              <C>
    Cash in bank..................................      $       18,025   $      293,695
    Investment Securities.........................           1,911,621        2,107,380
    Total Loans...................................                   0                0
    Investment in Subsidiaries....................          39,168,285       37,597,430
    Other assets..................................              13,048           14,490
                                                          -------------    -------------
    Total Assets..................................      $   41,110,979   $   40,012,995
                                                          =============    =============
    Liabilities and Stockholders' Equity
    Total Liabilities.............................      $        1,300   $            0
    Stockholders' Equity..........................          41,109,679       40,012,995
                                                          -------------    -------------
    Total Liabilities & Stockholders' Equity......      $   41,110,979   $   40,012,995
                                                          =============    =============
</TABLE>


<TABLE>
<CAPTION>
    _____________________________________________________________________________________
    OLD POINT FINANCIAL CORPORATION                               Three Months Ended:
    Parent only Income Statements                                       March 31,
    (Unaudited)                                                   1999             1998
    _____________________________________________________________________________________

    Income
    <S>                                                 <C>              <C>
    Cash dividends from Subsidiaries..............      $      860,000   $      300,000
    Interest and fees on loans....................                   0                0
    Interest income from investment securities....              26,107           26,480
    Gains (losses) from sale of investment
      securities..................................                   0                0
    Other income..................................                   0                0
    Total Income..................................             886,107          326,480
                                                          -------------    -------------
    Expenses
    Salaries and employee benefits................                   0                0
    Other expenses................................              22,665           21,788
                                                          -------------    -------------
    Total Expenses................................              22,665           21,788
    Income before taxes & undistributed
        net income of subsidiaries................             863,442          304,692

    Income tax....................................               1,300            1,500
    Net income before undistributed                       -------------    -------------
      net income of subsidiaries..................             862,142          303,192
    Undistributed net income of subsidiaries......             386,266          869,754
                                                          -------------    -------------
    Net Income....................................      $    1,248,408   $    1,172,946
                                                          =============    =============
</TABLE>

                                                                      - 6 -

<PAGE>
<TABLE>
<CAPTION>
    _____________________________________________________________________________________
    OLD POINT FINANCIAL CORPORATION                               Three Months Ended:
    Parent only Statements of Cash Flows                               March 31,
    (Unaudited)                                                   1999             1998
    ____________________________________________________________________________________

    Cash Flows from Operating Activities:
    <S>                                                 <C>              <C>
    Net Income....................................      $    1,248,408   $    1,172,946
    Adjustments to reconcile net income to
      net cash provided by operating activities:
        Equity in undistributed income of subsidia            (386,266)        (869,754)
      Depreciation................................                   0                0
        Gains(losses) on sale of securities [net].                   0                0
        (Increase) Decrease in other assets.......                   0                0
        Increase (decrease) in other liabilities..               1,300            1,500
                                                          -------------    -------------
    Net cash provided by operating activities.....             863,442          304,692

    Cash flows from investing activities:
    (Increase)decrease in investment securities...             200,000                0
    Payments for investment in subsidiaries                 (1,020,000)               0
    Repayment of loans by customers...............                   0                0
                                                          -------------    -------------
    Net cash provided by investing activities.....            (820,000)               0

    Cash flows from financing activities:
    Proceeds from issuance of common stock........              15,800           21,750
    Dividends paid................................            (334,912)        (282,280)
                                                          -------------    -------------
    Net cash provided by financing activities.....            (319,112)        (260,530)

    Net increase (decrease) in cash & due
      from banks..................................            (275,670)          44,162

    Cash & due from banks at beginning of period..             293,695          289,230
                                                          -------------    -------------
    Cash & due from banks at end of period........      $       18,025   $      333,392
                                                          =============    =============

</TABLE>



                                                                -7-

<PAGE>

ITEM 2

MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND
RESULTS OF OPERATION

   The  following  discussion is intended to  assist  readers  in
understanding   and  evaluating  the  consolidated   results   of
operations   and  financial  condition  of  the  Company.    This
discussion  should  be  read in conjunction  with  the  financial
statements and other financial information contained elsewhere in
this  report.   The  analysis attempts  to  identify  trends  and
material changes which occurred during the period presented.

EARNINGS SUMMARY
   Net  income was $1.25 million, or $0.48 per share in the first
quarter  of 1999 compared to $1.17 million or $0.46 per share  in
the  same period of 1998.  Return on average assets was 1.23%  in
the first quarter of 1999, and 1.32% for the comparable period in
1998.   Return on average equity was 12.21% in the first  quarter
of 1999 and 12.65% for the first three months of 1998.

NET INTEREST INCOME
   The  principal  source  of earnings for  the  Company  is  net
interest  income.  Net interest income is the difference  between
interest  and  fees  generated  by earning  assets  and  interest
expense  paid  to  fund  them.  Net interest  income,  on  a  tax
equivalent  basis,  was $4.16 million for the  first  quarter  of
1999,  up  $275 thousand, or 7% from $3.88 million  in  the  same
period  of 1998.  The net interest yield decreased from 4.64%  in
1998 to 4.34% in 1999.

   Tax equivalent interest income increased $613 thousand, or 9%,
in  the  first  quarter of 1999 from the first quarter  of  1998.
Average  earning assets grew $48.81 million, or 15% in the  first
quarter of 1999 compared to the first quarter of 1998.  Comparing
the  first  quarter of 1999 to 1998 total average loans increased
$19.90  million,  or  9%,  while  average  investment  securities
increased  $36.88  million,  or  37%.   Certificates  of  deposit
increased  15%  and  interest  checking   and  savings   accounts
increased 16%.

   Interest expense increased $338 thousand, or 12%, in the first
quarter  of  1999 from the first quarter of 1998  while  interest
bearing  liabilities increased 15% during the same  period.   The
cost of funding liabilities decreased 13 basis points.

Page  11  shows  an analysis of average earning assets,  interest
bearing liabilities and rates and yields.

PROVISION/ALLOWANCE FOR LOAN LOSSES
   Provision  for  loan  losses  is  a  charge  against  earnings
necessary  to maintain the allowance for loan losses at  a  level
consistent  with  management's evaluation of the loan  portfolio.
The  provision for loan losses remained constant at $150 thousand
during  the first quarter of 1999 compared to the same period  in
1998.

   Loans  charged  off (net of recoveries) during  in  the  first
quarter of 1999 totaled $93 thousand compared to $195 thousand in
1998.  During 1998 a large portion of the charge offs were in the
installment loans to individuals portfolio which is comprised  of
loans  to individuals for personal expenditures such as household
furniture and appliances and automobiles. The Company has seen  a
reduction in this portfolio and corresponding charge-offs.
                                
                             -8-
<PAGE>
   The  allowance for loan losses was $2.91 million or  1.18%  of
loans  at  March 31, 1999 and $2.63 million or 1.17% of loans  at
March 31, 1998.

   As of March 31, 1999, nonperforming assets were $653 thousand,
down  from $1.19 million on March 31, 1998.  Nonperforming assets
consist of loans in nonaccrual status and other real estate.  The
1999  total  consisted of other real estate of $414 thousand  and
$239  thousand  in  nonaccrual  loans.   The  other  real  estate
consisted  of  $354 thousand in a commercial property  originally
acquired as a potential branch site and now held for sale and $60
thousand  in foreclosed real estate.  Nonaccrual loans  consisted
of  $127  thousand  in  commercial loans  and  $112  thousand  in
mortgage  loans. The Company continues to aggressively deal  with
these  credits and specific action plans have been developed  for
each of these classified loans to address any deficiencies.

OTHER INCOME
   Other income increased $154 thousand, or 13% during the  first
quarter  of  1999 over the same period in 1998.   Trust  Services
fees  increased  13%  and  service charges  on  deposit  accounts
increased  21%  primarily due to an increase in fees  in  October
1998.

OTHER EXPENSES
   Other expenses increased $285 thousand or 9% during the  first
quarter  of  1999  over  1998.  Salaries  and  employee  benefits
increased  12%  due  to  annual  increases  and  an  increase  in
staffing.   Occupancy expense increased $11 thousand,  or  5%  in
1999 primarily due to higher costs associated with the opening of
a new office building.  Furniture and Equipment expense decreased
$3  thousand  or  1%  due to a reduction in repairs  and  service
contracts.   Other operating expenses increased $50  thousand  or
7%.   This increase is due primarily to an increase in consulting
fees  for  improving  efficiencies and documentation  related  to
lending.

ASSETS
      At  March 31, 1999, the Company had total assets of  $413.3
million,  up  2% from $404.1 million at December 31, 1998.  Total
loans  increased  $11.8 million, or 5% and investment  securities
increased $2.0 million, or 1%, in 1999 from December 31, 1998.

      The  Company acquired property in Norge, VA on which a full
service  branch office is being built.  This office is  scheduled
to open in the third quarter of 1999.  The Company also purchased
an  existing facility in Chesapeake, VA and plans to open a  full
service branch in the second quarter of 1999.

INTEREST BEARING LIABILITIES
      Total deposits increased $2.3 million in 1999; and interest
bearing demand notes to the United States Treasury increased $729
thousand,  while repurchase agreements, used as a cash management
vehicle  by commercial customers, increased $3.0 million and  fed
funds purchased increased $1.4 million from December 1998.

CAPITAL RESOURCES
      The  Company's capital position remains strong as evidenced
by  the  regulatory capital measurements.  At March 31, 1999  the
Tier  I  capital  ratio was 14.67%, the total capital  ratio  was
15.74%  and the leverage ratio was 9.85%.  These ratios were  all
well  above  the regulatory minimum levels of 4.00%,  8.00%,  and
3.00%, respectively.

                             -9-
<PAGE>
LIQUIDITY and INTEREST SENSITIVITY
   Liquidity  is the ability of the Company to meet  present  and
future   obligations  through  the  acquisition   of   additional
liabilities or sale of existing assets.  Management considers the
liquidity  of the Company to be adequate.  Sufficient assets  are
maintained  on  a short-term basis to meet the liquidity  demands
anticipated  by Management.  In addition, secondary  sources  are
available  through the use of borrowed funds if the  need  should
arise. The Company was liability sensitive as of March 31,  1999.
There were $121.1 million more in liabilities than assets subject
to  repricing within three months.  This generally indicates that
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  totaling
$118.2 million; 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 March 31, 1999.

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.

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  continues  to work on its  five  phase  plan  which
conforms  to  the standards established by the Federal  Financial
Institutions  Examination Council (FFIEC).   The  Company  is  on
target to substantially complete its five phase plan for existing
hardware  and  software by June 30, 1999.  Any  new  hardware  or
software  will  be  tested for year 2000  compliance.   The  core
application software which processes loans, deposits and  general
ledger  has been successfully tested for Year 2000 compliance  by
the  vendor Fiserv.  The Company has also successfully tested the
core applications for Year 2000 compliance.

The  company  budgeted $250 thousand in capital expenditures  and
$75  thousand  for  operating  expenses  for  Year  2000  related
expenditures in 1999.

The   Office  of  the  Comptroller  of  the  Currency  (OCC)   is
responsible  for  examining  the  Bank  for  compliance  to   the
regulatory   standards.   The  internal  audit   department   has
completed  an  audit verifying and validating the  processes  the
Company uses to test the applications.

A more detailed discussion of the Company's Year 2000 efforts has
been  submitted to the Securities and Exchange Commission in  its
1998 Form 10K.
                             -10-

<PAGE>
<TABLE>
<CAPTION>

   OLD POINT FINANCIAL CORPORATION
   NET INTEREST INCOME ANALYSIS                                       For the quarter ended March 31,
   (Fully taxable equivalent basis)*                          1999                                    1998
   _________________________________________________________________________________________________________________
                                                                     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)**.......  $241,357         5,131      8.50%         $221,462       4,941     8.92%
   Investment securities:
     Taxable..............................    84,631         1,271      6.01%           72,872       1,124     6.17%
     Tax-exempt...........................    52,484           962      7.33%           27,364         565     8.26%
                                            --------        ------                  -----------     ------
       Total investment securities........   137,115         2,233      6.51%          100,236       1,689     6.74%
   Federal funds sold.....................     5,036            61      4.85%           13,001         182     5.60%
                                            --------        ------                  -----------     ------
     Total earning assets.................  $383,508        $7,425      7.74%         $334,699      $6,812     8.14%


   Time and savings deposits:
     Interest-bearing transaction accounts  $  3,924           $23      2.34%          $20,035        $105     2.10%
     Money market deposit accounts........    91,767           693      3.02%           59,385         471     3.17%
     Savings accounts.....................    26,676           180      2.70%           26,066         176     2.70%
     Certificates of deposit, $100,000
       or more............................    27,161           364      5.36%           24,195         358     5.92%
     Other certificates of deposit........   132,382         1,761      5.32%          114,840       1,557     5.42%
                                            --------        ------                  -----------     ------
       Total time and savings deposits....   281,910         3,021      4.29%          244,522       2,667     4.36%
   Federal funds purchased and securities
     sold under agreement to repurchase...    22,907           229      4.00%           19,812         234     4.72%
   Other short term borrowings............     1,231            17      5.52%            1,821          28     6.15%
                                            --------        ------                  -----------     ------
     Total interest bearing liabilities...  $306,048         3,267      4.27%         $266,155       2,929     4.40%

   Net interest income/yield..............                  $4,158      4.34%                       $3,883     4.64%
                                                             =====                                   =====



   * 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 ba
</TABLE>






                                                           -11-

<PAGE>
[CAPTION]
<TABLE>
    ____________________________________________________________________________________________
    INTEREST SENSITIVITY ANALYSIS
    As of March 31, 1999                                            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..................       3,097         --        --        --       3,097
    Taxable investments.................       8,515        1,519    46,672    27,405    84,111
    Tax-exempt investments..............        --            689     5,008    49,671    55,368
                                               -----        -----     -----     -----     -----
      Total investments.................      11,612        2,208    51,680    77,076   142,576

    Loans:
      Commercial........................      22,024        1,604    41,102     3,962    68,692
      Tax-exempt........................         784           28       237     2,037     3,086
      Installment.......................       3,703        2,632    48,435     4,776    59,546
      Real estate.......................      19,466        7,203    61,266    27,554   115,489
      Other.............................         314         --         516         0       830
                                               -----        -----     -----     -----     -----
    Total loans.........................      46,291       11,467   151,556    38,329   247,643
                                               -----        -----     -----     -----     -----
    Total earning assets................      57,903       13,675   203,236   115,405   390,219


    Sources of funds

    Interest checking deposits..........      29,192         --        --        --      29,192
    Money market deposit accounts.......      62,434         --        --        --      62,434
    Regular savings accounts............      26,587         --        --        --      26,587
    Certificates of deposit.............
      $100,000 or more..................       7,914        8,629     9,693      --      26,236
    Other time deposits.................      30,295       41,671    44,066      --     116,032
    Federal funds purchased and
      securities sold under
      agreements to repurchase..........      19,136           --      --        --      19,136
    Other borrowed money................       3,442         --          23      --       3,465
                                               -----        -----     -----     -----     -----

    Total interest bearing liabilities..     179,000       50,300    53,782         0   283,082


    Rate sensitivity GAP................    (121,097)     (36,625)  149,454   115,405   107,137

    Cumulative GAP......................    (121,097)    (157,722)   (8,268)  107,137

</TABLE>

                                                                -12-

<PAGE>
PART II - OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  none

                                                              (b)
               A  report on Form 8-K was filed on April  9,  1999
               with   the   Securities  and  Exchange  Commission
               regarding the Company's announcement of its  Trust
               Department spin-off.

<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
                          May 13, 1999




     By:  \s\Robert F. Shuford
          ____________________
          Robert F. Shuford
          President and Director
          Principal Executive Officer








     By:  \s\Louis G. Morris
          ___________________
          Louis G. Morris
          Senior Vice President and Treasurer
          Principal Financial and Accounting Officer



<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                           8,242
<INT-BEARING-DEPOSITS>                              41
<FED-FUNDS-SOLD>                                 3,097
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     85,054
<INVESTMENTS-CARRYING>                          54,425
<INVESTMENTS-MARKET>                            54,535
<LOANS>                                        247,643
<ALLOWANCE>                                      2,911
<TOTAL-ASSETS>                                 413,251
<DEPOSITS>                                     345,740
<SHORT-TERM>                                     1,064
<LIABILITIES-OTHER>                              1,786
<LONG-TERM>                                         13
                                0
                                          0
<COMMON>                                        12,881
<OTHER-SE>                                      27,229
<TOTAL-LIABILITIES-AND-EQUITY>                 413,251
<INTEREST-LOAN>                                  5,115
<INTEREST-INVEST>                                1,906
<INTEREST-OTHER>                                    61
<INTEREST-TOTAL>                                 7,082
<INTEREST-DEPOSIT>                               3,021
<INTEREST-EXPENSE>                               3,276
<INTEREST-INCOME-NET>                            3,806
<LOAN-LOSSES>                                      150
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  3,382
<INCOME-PRETAX>                                  1,600
<INCOME-PRE-EXTRAORDINARY>                       1,600
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,248
<EPS-PRIMARY>                                      .48
<EPS-DILUTED>                                      .48
<YIELD-ACTUAL>                                    4.34
<LOANS-NON>                                        239
<LOANS-PAST>                                       508
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                  2,774
<ALLOWANCE-OPEN>                                 2,855
<CHARGE-OFFS>                                      195
<RECOVERIES>                                       102
<ALLOWANCE-CLOSE>                                2,912
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          1,447
        


</TABLE>


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