CENTRAL VIRGINIA BANKSHARES INC
10QSB/A, 1996-08-26
STATE COMMERCIAL BANKS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB/A



                               Amendment No. 1 to
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For Quarter Ended                                Commission File No.    33-9686
 June 30, 1996



                        CENTRAL VIRGINIA BANKSHARES, INC.


               Virginia                            54-1467806
(State or Other Jurisdiction of                 (I.R.S. Employer
 Incorporation or Organization)                Identification No.)



                           U. S. Route 60 at Flatrock
                                  P. O. Box 39
                            Powhatan, Virginia 23139
                     (Address of Principal Executive Office)

                                 (804) 794-6266
              (Registrant's Telephone Number, Including Area Code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (not subject to filing  requirements
for the past 90 days).

As of August 26, 1996, 946,447 shares were outstanding.


<PAGE>



                        CENTRAL VIRGINIA BANKSHARES, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                                 August 26, 1996

                                      INDEX


<TABLE>
<CAPTION>

Part I.  Financial Information                                                                         Page No.

  Item 1          Financial Statements


<S>                                                                                                     <C>
Consolidated Balance Sheets - June 30, 1996
and 1995.................................................................................................3

Consolidated Statements of Income - Three
Months Ended June 30, 1996 and 1995
and Six Months Ended June 30, 1996 and 1995..............................................................4

Consolidated Statements of Cash Flows - Six
Months Ended June 30, 1996 and 1995......................................................................5

Notes to Consolidated Financial Statements -
June 30, 1996 and 1995 (Unaudited).......................................................................6

  Item 2          Management's Discussion and
                  Analysis or Plan of Operation................................................................7-13


Part II.  Other Information

  Item 4          Submission of Matters to a Vote of
                  Security Holders............................................................................13-14

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

  Signatures.....................................................................................................15


</TABLE>

                                      - 2 -

<PAGE>



                        CENTRAL VIRGINIA BANKSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                             June 30, 1996 and 1995
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                          June 30,            June 30,
                                                                                           1996                1995
                                                                                           ----                ----
                                   ASSETS
                                   ------
<S>                                                                                  <C>                  <C>         
Cash and due from banks                                                              $  5,288,397         $  5,792,170
Federal funds sold                                                                     17,286,000            6,961,000
                                                                                     ------------          -----------
         Total cash and cash equivalents                                             $ 22,574,397          $12,753,170
Securities available for sale                                                           6,139,065            9,530,231
Securities held to maturity (approximate market value 1996
  $10,001,485; 1995 $8,361,073)                                                         9,973,347            8,208,809
Mortgage loans held for sale                                                            1,379,500              185,000
Loans, net                                                                             80,666,051           82,021,793
Bank premises and equipment, net                                                        3,418,695            2,082,548
Accrued interest receivable                                                               697,133              677,024
Other assets                                                                            1,336,649            1,800,422
                                                                                     ------------         ------------
         Total assets                                                                $126,184,837         $117,258,997
                                                                                     ============         ============

        LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Deposits:
    Demand deposits                                                                  $ 15,087,601         $ 11,297,230
    Interest bearing demand deposits and NOW accounts                                  20,909,842           21,841,183
    Savings deposits                                                                   12,084,641           10,463,223
    Time deposits, $100,000 and over                                                   11,231,564           11,006,479
    Other time deposits                                                                50,941,081           48,492,908
                                                                                     ------------         ------------
                                                                                     $110,254,729         $103,101,023
  Securities sold under repurchase agreements                                           1,714,430            1,202,533
  Note payable                                                                             54,000               63,000
  Accrued interest payable                                                                254,673              230,191
  Other liabilities                                                                       164,262              183,404
                                                                                     ------------         ------------
        Total liabilities                                                           $112,442,094          $104,780,151
                                                                                     ------------         ------------
STOCKHOLDERS' EQUITY
  Capital stock, common, par value $2.50;  authorized  3,000,000 shares;  issued
    946,447 shares 1996;
    939,824 shares 1995                                                              $  2,366,095         $  2,349,560
  Surplus                                                                               4,043,915            3,943,266
  Retained earnings                                                                     7,411,568            6,162,832
  Unrealized gains (losses) on securities available for sale,
    net of tax                                                                           (78,835)               23,188
                                                                                    -------------         ------------
         Total stockholders' equity                                                  $ 13,742,743         $ 12,478,846
                                                                                     ------------         ------------
         Total liabilities and stockholders' equity                                  $126,184,837         $117,258,997
                                                                                     ============         ============

</TABLE>


                                      - 3 -

<PAGE>



                        CENTRAL VIRGINIA BANKSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                    Three Months Ended                      Six Months Ended
                                                          June 30                                June 30
                                             -----------------------------------   -------------------------------------
                                                     1996             1995                   1996             1995
                                                     ----             ----                   ----             ----

<S>                                               <C>               <C>                    <C>              <C>       
Interest income
  Interest and fees on loans                      $2,037,071        $2,067,837             $4,083,427       $4,025,337
  Interest on securities:
    U.S. Government agencies and
    corporations                                     109,534           180,043                196,972          362,229
    States and political subdivisions                137,758           121,581                281,678          244,974
    Other                                              5,169                 0                  5,169                0
  Interest on federal funds sold                     213,456            58,280                411,730           61,633
                                                  ----------        ----------             ----------       ----------
Total interest income                             $2,502,988        $2,427,741             $4,978,976       $4,694,173
                                                  ----------        ----------             ----------       ----------
Interest expense
  Interest on deposits                            $1,139,852        $1,068,096             $2,304,894       $1,975,789
  Interest on federal funds
  purchased                                                -               428                      -            8,096
  Interest on securities sold under
  repurchase agreements                                7,109             7,531                 14,621           14,478
  Interest on note payable                             1,080             1,260                  2,340            2,700
                                                  ----------        ----------             ----------       ----------
Total interest expense                            $1,148,041        $1,077,315             $2,321,855       $2,001,063
                                                  ----------        ----------             ----------       ----------
  Net interest income                             $1,354,947        $1,350,426             $2,657,121       $2,693,110
Provision for loan losses                             41,250            37,500                 82,500           75,000
                                                  ----------        ----------             ----------       ----------
  Net interest income after
  provision for loan losses                       $1,313,697        $1,312,926             $2,574,621       $2,618,110
Other income
  Securities gains                                  $      0          $      0                $25,000                -
  Service charges                                    151,210           135,316                294,395          257,649
  Other                                               70,353            49,628                134,121           98,975
                                                    --------          --------               --------         --------
Total other income                                  $221,563          $184,944               $453,516         $356,624
Other expenses
  Salaries and wages                                $386,100          $368,500               $778,200         $738,300
  Pensions and other employee
  benefits                                            59,236            64,449                126,880          127,102
  Occupancy expense                                   47,877            36,482                 95,093           81,795
  Other operating expenses                           474,496           427,770                865,107          839,455
                                                    --------          --------             ----------       ----------
Total other expenses                                $967,709          $897,201             $1,865,280       $1,786,652
                                                    --------          --------             ----------       ----------
  Income before income taxes                        $567,551          $600,669             $1,162,857       $1,188,082
Income taxes                                         166,001           182,834                347,371          372,830
                                                    --------          --------               --------         --------
  Net income                                        $401,550          $417,835               $815,486         $815,252
                                                    ========          ========               ========         ========
Per share of common stock:
  Income before income taxes                           $0.60             $0.64                  $1.23            $1.27
  Net income                                           $0.42             $0.44                  $0.86            $0.87
Weighted average shares
outstanding                                          945,477           939,406                944,747          938,714

</TABLE>


                                      - 4 -

<PAGE>



                        CENTRAL VIRGINIA BANKSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>


                                                                                          1996                1995
                                                                                          ----                ----


<S>                                                                                      <C>                 <C>     
Cash Flows for Operating Activities
  Net Income                                                                             $815,486            $815,251
  Adjustments to reconcile net income to net cash provided
    by (used in) operating activities:
    Depreciation                                                                          141,915             119,434
    Amortization                                                                            8,300               8,300
    Provision for loans losses                                                             82,500              75,000
    Amortization and accretion on securities                                              (7,962)            (13,221)
    Change in operating assets and liabilities:
      (Increase) decrease in assets:
        Mortgage loans held for sale                                                    (510,906)            (85,407)
        Accrued interest receivable                                                        90,411              95,660
        Other assets                                                                    (211,889)           (587,858)
      Increase (decrease) in liabilities:
        Accrued interest payable                                                          (8,747)              51,712
        Other liabilities                                                                  51,137            (37,556)
                                                                                         --------           ---------
    Net cash provided by operating activities                                            $450,245            $441,315
                                                                                         --------            --------
Cash Flows from Investing Activities
  Proceeds from maturities of securities held to maturity                              $  210,000          $  275,000
  Purchase of securities held to maturity                                               (166,464)           (250,000)
  Proceeds from maturities of securities available for sale                             2,242,084           1,601,607
  Purchase of securities available for sale                                           (3,600,883)           (462,072)
  Net (increase) decrease in loans made to customers                                    2,367,275         (2,492,746)
  Capital expenditures                                                                (1,441,809)            (42,153)
                                                                                      -----------        ------------
    Net cash (used in) investing activities                                            ($389,797)        ($1,370,364)
                                                                                       ----------        ------------
Cash Flows from Financing Activities
  Net increase in deposits                                                             $2,448,524          $9,086,196
  Repayment of note payable                                                               (9,000)             (9,000)
  Net proceeds from issuance of common stock                                               53,875              17,886
  Net increase (decrease) in securities sold under repurchase
    agreements                                                                            279,123             354,858
  Dividends paid                                                                        (321,128)           (281,657)
                                                                                      -----------           ---------
    Net cash provided by financing activities                                          $2,451,394          $9,168,283
                                                                                       ----------          ----------
    Increase (decrease) in cash and cash equivalents                                   $2,511,842          $8,239,234
Cash and cash equivalents:
  Beginning                                                                            20,062,555           4,513,936
                                                                                      -----------          ----------
  Ending                                                                              $22,574,397         $12,753,170
                                                                                      ===========         ===========
Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Interest                                                                           $2,330,602          $1,949,351
                                                                                       ==========          ==========
    Income Taxes                                                                         $344,474            $395,948
                                                                                         ========            ========
</TABLE>



                                      - 5 -

<PAGE>



                        CENTRAL VIRGINIA BANKSHARES, INC.

                    NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 1996 and 1995
                                   (Unaudited)


Note 1  Basis of Presentation

These interim  financial  statements are unaudited;  however,  such  information
reflects all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented. All adjustments
are of a normal recurring nature.

Note 2  Accounting Change

On January 1, 1995, the Company  adopted FASB  Statement No. 114,  Accounting by
Creditors for  Impairment of a Loan.  Statement No. 114 has been amended by FASB
Statement No. 118,  Accounting  by Creditors  for  Impairment of a Loan - Income
Recognition and  Disclosures.  Statement No. 114, as amended,  requires that the
impairment of loans that have been separately identified for evaluation is to be
measured  based  on  the  present  value  of  expected   future  cash  flows  or
alternatively, the observable market price of the loans or the fair value of the
collateral.  However, for those loans that are collateral dependent (that is, if
repayment  of those loans is expected  to be provided  solely by the  underlying
collateral) and for which management has determined foreclosure is probable, the
measure  of  impairment  of those  loans is to be based on the fair value of the
collateral.  Statement No. 114, as amended,  also requires  certain  disclosures
about  investments  in impaired  loans and the  allowance  for credit losses and
interest income recognized on those loans. The effect of adopting  Statement No.
114, as amended,  is immaterial to the interim  financial  statements  presented
herein.


                                      - 6 -

<PAGE>



ITEM 2            MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Results of Operations

         The  Company's  net income  totaled  $401,550 in the second  quarter of
1996, a decrease of 3.9% from the second quarter of 1995.  These results reflect
a 1.5%  decrease  in interest  and fees on loans  compared to the same period in
1995 which is the result of a 1.7% decrease in net loans outstanding at June 30,
1996.  In addition,  occupancy  expense  increased  $11,395,  or 31.2% and other
operating expenses increased $46,726,  or 10.9%,  primarily as the result of the
completion  and related move into the Company's new Corporate  Center located in
Powhatan County.  The Company's net interest income increased slightly by $4,521
for the second  quarter of 1996 compared to the same period in 1995.  Net income
per common  share for the second  quarter of 1996 was $.42  compared to $.47 for
the same period in 1995. The Company's  annualized  return on average equity was
11.80% in the second quarter of 1996,  compared to 13.62% for the second quarter
of 1995,  while the return on  average  assets  amounted  to 1.29% and 1.48% for
these periods, respectively.

         The Company's net income for the six months ended June 30, 1996 totaled
$815,486,  a small  increase of $234 over the first six months of 1995. The 1996
results reflect  primarily a $25,000 gain on the sale of securities in the first
quarter,  as well as an increase of 21% in service charges and other income. Net
income per common  share for the first six months of 1996 was $.86  compared  to
$.87 for the same period in 1995.  The  Company's  annualized  return on average
equity was 12.07% for the six months ended June 30, 1996, compared to 13.46% for
the six months ended June 30,  1995.  The return on average  assets  amounted to
1.32% and 1.48% for these same periods, respectively.

         Net Interest  Income.  The Company's net interest income was $1,354,947
for the second quarter of 1996, compared to $1,350,426 for the second quarter of
1995. The increase in net interest income in 1996 was attributable  primarily to
an increase in the volume of the  Company's  interest  earning  assets.  Average
interest  earning  assets  were $114.7  million for the second  quarter of 1996,
compared to $105.5  million for the second quarter of 1995. The majority of this
increase is in federal  funds sold which  averaged  $16.3 million for the second
quarter of 1996  compared to $4.0  million for the same period in 1995.  For the
six months ended June 30, 1996,  average  interest earning assets rose 11.06% to
$114.2 million compared to the same period in 1995.

         The  net  interest   margin  is  a  measure  of  net  interest   income
performance. It represents the difference between interest income, including net
loan fees earned,  and interest  expense,  reflected as a percentage  of average
interest  earning  assets.  The Company's  net interest  yield was 4.72% for the
second  quarter of 1996 and 4.65% for the first six months of 1996,  compared to
5.12% and 5.24% for the same periods of 1995, respectively.


                                      - 7 -

<PAGE>



         Non-Interest Income. In the second quarter of 1996, the Company's total
non-interest income totaled $221,563, an increase of 19.8%, or $36,619, compared
to 1995.  For the first six months of 1996,  non-interest  income  increased  by
$96,892 or 27.2%  compared to 1995. Of the various  components  of  non-interest
income,  this  increase  is  primarily  attributable  to an  increase in service
charges on deposit  accounts and in fees received on mortgage  loans  originated
for others.  The increase in service charges is the result of closer  monitoring
of the fees charged, particularly overdraft charges, and is not the result of an
increase in the amount of the fees charged.

         Non-Interest  Expenses.  The Company's total non-interest  expenses for
the second  quarter  and six months  ended June 30, 1996  increased  $70,508 and
$78,628, respectively, compared to the same periods in 1995. Expenses related to
salaries and  employee  benefits  not treated as an  adjustment  to the yield of
loans  originated in 1996  increased 2.9% for the quarter and 4.6% for the first
six months compared to 1995.  Occupancy and other operating  expenses  increased
$58,121,  or 12.5% for the  quarter,  and $38,950,  or 4.2%,  for the six months
ended June 30, 1996, primarily due to expenses involved in the completion of and
moving into the 15,000 square-foot Corporate Center in May.

         Income Taxes. The Bank reported income taxes of $166,001 for the second
quarter and $347,371 for the first six months of 1996,  compared to $182,834 and
$372,830  for the same  periods in 1995,  respectively.  These  amounts  yielded
effective  tax rates of 29.2% for the quarter and 29.9% for the first six months
of 1996, compared to 30.4% and 31.4% for the same periods in 1995, respectively.
In February,  1992 the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 109  "Accounting  for Income  Taxes".  This
Statement  superseded Statement of Financial Accounting Standards No. 96, and is
effective for fiscal years beginning after December 15, 1992. This statement was
implemented  in  March  of 1993  and did not  have a  material  effect  upon the
financial position or results of operations of the Company.

Financial Condition

         Loan  Portfolio.  The  Company is an active  residential  mortgage  and
residential  construction lender and generally extends commercial loans to small
and medium sized  businesses  within its primary  service  area.  The  Company's
commercial lending activity extends across its primary service area of Powhatan,
Cumberland  and  western  Chesterfield  Counties.  Consistent  with its focus on
providing  community-based  financial services,  the Company does not attempt to
diversify its loan portfolio  geographically  by making  significant  amounts of
loans to borrowers outside of its primary service area.

         The principal  economic risk  associated with each of the categories of
loans in the  Company's  portfolio  is the  creditworthiness  of its  borrowers.
Within  each  category,  such  risk  is  increased  or  decreased  depending  on
prevailing  economic  conditions.  The risk  associated  with  the  real  estate
mortgage loans and installment loans to individuals varies based upon employment
levels,  consumer  confidence,  fluctuations in value of residential real estate
and other conditions

                                      - 8 -

<PAGE>



that affect the ability of consumers to repay indebtedness.  The risk associated
with commercial, financial and agricultural loans varies based upon the strength
and activity of the local  economies of the  Company's  market  areas.  The risk
associated with real estate  construction  loans varies based upon the supply of
and demand for the type of real estate  under  construction.  Most of the Bank's
real estate construction loans are for pre-sold or contract homes.

         At June 30, 1996 loans  decreased  $2.4 million from  December 31, 1995
and $1.4  million from June 30,  1995.  The loan to deposit  ratio was 73.16% at
June 30, 1996,  compared to 77.06% at December 31, 1995,  and 79.55% at June 30,
1995.  As of June 30, 1996,  real estate loans  accounted  for 57.3% of the loan
portfolio,  consumer  loans were 23.4%,  and  commercial  and  industrial  loans
totaled 19.3%.

         Asset Quality. Non-performing loans include non-accrual loans, loans 90
days or more past due and  restructured  loans.  Non-accrual  loans are loans on
which interest  accruals have been  discontinued.  Loans which reach non-accrual
status may not be restored to accrual status until all delinquent  principal and
interest has been paid, or the loan becomes both well secured and in the process
of collection. Restructured loans are loans with respect to which a borrower has
been granted a concession on the interest rate or the original  repayment  terms
because of financial difficulties.

         The following table summarizes non-performing loans:
<TABLE>
<CAPTION>

                                                          June 30            December 31               June 30
                                                           1996                  1995                    1995
                                                           ----                  ----                    ----
                                                                          (Dollars in Thousands)



<S>                                                          <C>                     <C>                    <C> 
Loans accounted for on a non-
  accrual basis                                              $764                    $648                   $417

Loans  contractually  past  due 
  90  days or more  as to  interest  
  or  principal payments (not included in 
  non-accrual loans above)                                    382                     478                     220

Loans  restructured  and in  compliance  
  with  modified  terms (not included in
  non-accrual loans or loans contractually 
  past due 90 days or more above)                              --                      --                     111
                                                          -------                 -------                    ----
         Total                                             $1,146                  $1,126                    $748
                                                           ======                  ======                    ====

</TABLE>



                                      - 9 -

<PAGE>



         Management  is not  aware of any  other  loans at June 30,  1996  which
involve  serious  doubts as to the ability of such  borrowers to comply with the
existing payment terms.

         Management  has analyzed the  potential  risk of loss on the  Company's
loan  portfolio,  given  the  loan  balances  and the  value  of the  underlying
collateral,  and has recognized losses where appropriate.  Non-performing  loans
are closely  monitored on an ongoing basis as part of the Company's  loan review
process.  Management  reviews the loan loss  allowance at the end of each month.
Based primarily on the Company's loan  classification  system,  which classifies
problem  credits as  substandard,  doubtful or loss,  additional  provisions for
losses are made  monthly.  The ratio of the  allowance  for loan losses to total
loans was 1.38%,  1.34% and 1.36% at June 30,  1996,  December 31, 1995 and June
30, 1995,  respectively.  At June 30, 1996 the ratio of the  allowance  for loan
losses to  non-performing  loans was 100.9%,  compared to 94.7% at December  31,
1995 and 151.9% at June 30, 1995.

         Management evaluates  non-performing loans relative to their collateral
value and makes  appropriate  reductions  in the  carrying  value of those loans
based on that review. Management believes, based on its review, that the Company
has  adequate  reserves  to cover any future  write down that may be required on
these loans.

         For each period  presented,  the provision  for loan losses  charged to
operations is based on management's judgment after taking into consideration all
factors connected with the collectibility of the existing portfolio.  Management
evaluates  the loan  portfolio in light of economic  conditions,  changes in the
nature  and  value of the  portfolio,  industry  standards  and  other  relevant
factors.  Specific  factors  considered by management in determining the amounts
charged to operations include internally generated loan review reports, previous
loan loss  experience  with the  borrower,the  status of past due  interest  and
principal payments on the loan, the quality of financial information supplied by
the borrower and the general financial condition of the borrower.

         The  provision  for loan losses  totaled  $41,250 for the quarter ended
June 30, 1996 and $37,500 for the quarter ended June 30, 1995. For the six month
periods ended June 30, 1996 and 1995,  the provision for loan losses was $82,500
and $75,000,  respectively.  In the opinion of management, the provision charged
to operations  has been  sufficient to absorb the current year's net loan losses
while continuing to increase the allowance for loan losses.

Securities

         The Company's securities portfolio serves several purposes. Portions of
the portfolio secure certain public and trust deposits.  The remaining  portions
are held as  investments  or used to assist the Company in  liquidity  and asset
liability  management.  During  the first six months of 1996,  total  securities
increased  7.6% to $16.1  million or 13% of total  assets at June 30,  1996.  At
December 31, 1995, total securities were $15.0 million, or 12.2% of total assets
and at June 30,  1995,  total  securities  were $17.7  million,  or 15% of total
assets.


                                     - 10 -

<PAGE>



         The  securities  portfolio  consists  of  two  components,   investment
securities  and  securities  available for sale.  Securities  are  classified as
investment  securities  when  management  has the intent and the Company has the
ability at the time of purchase to hold the  securities to maturity.  Investment
securities  are  carried at cost  adjusted  for  amortization  of  premiums  and
accretion of discounts. Securities to be held for indefinite periods of time are
classified  as  available  for sale and  accounted  for at the  lower of cost or
market value.  Securities available for sale include securities that may be sold
in  response  to changes in market  interest  rates,  changes in the  security's
prepayment  risk,  increases in loan demand,  general  liquidity needs and other
similar factors.  The Company's  recent purchases of investment  securities have
generally been limited to securities of high credit quality with short to medium
term maturities.

         The fully  taxable  equivalent  annualized  average yield on the entire
portfolio  was 7.31% for the second  quarter of 1996 and 7.34% for the first six
months of 1996,  compared to 7.65% and 7.66% for the same  periods in 1995.  The
book value of the  portfolio  exceeded  the market  value by $91,308 at June 30,
1996.

Deposits and Short-Term Borrowings

         The Company's  predominate source of funds is depository accounts.  The
Company's deposit base is comprised of demand deposits, savings and money market
accounts  and other time  deposits.  The  Company's  deposits  are  provided  by
individuals and businesses located within the communities served.

         Total  deposits  grew by 2.27%  between  December 31, 1995 and June 30,
1996.  The average  aggregate  interest  rate paid on deposits  was 4.15% in the
second  quarter of 1996 and 4.25% for the first six months of 1996,  compared to
4.14% and 3.83% for the same  periods in 1995.  The  majority  of the  Company's
deposits are higher  yielding  time  deposits  because most of its customers are
individuals  who seek  higher  yields  than those  offered on savings and demand
accounts.

         The  following  table is a summary of time deposits of $100,000 or more
by remaining maturities at June 30, 1996:
                                                            June 30, 1996
                                                            Time Deposits
                                                      (Dollars in Thousands)

                  Three months or less                             $2,022
                  Three to twelve months                            3,842
                  Over twelve months                                5,368
                                                                  -------
                           Total                                  $11,232


                                 - 11 -

<PAGE>



Capital Resources

         The assessment of capital  adequacy depends on a number of factors such
as asset  quality,  liquidity,  earnings  performance  and changing  competitive
conditions and economic  forces.  The Company seeks to maintain a strong capital
base to support its growth and  expansion  activities,  to provide  stability to
current operations and to promote public confidence.

         Banking  regulations  also require the Bank to maintain certain minimum
capital levels in relation to Bank Assets.  Capital is measured using a leverage
ratio  as  well  as  based  on  riskweighting  assets  according  to  regulatory
guidelines.  A comparison of the Bank's actual regulatory capital as of June 30,
1996, with minimum requirements, as defined by regulation, is shown below:

<TABLE>
<CAPTION>

                                                        Minimum                      Actual
                                                     Requirements               June 30, 1996

<S>                                                         <C>                        <C>   
         Tier 1 risk-based capital                          4.0%                       16.15%
         Total risk-based capital                           8.0%                       17.40%
         Leverage ratio                                     3.0%                       10.93%
</TABLE>

Liquidity and Interest Rate Sensitivity

         Liquidity.  Liquidity  is  the  ability  to  meet  present  and  future
financial  obligations through either the sale or maturity of existing assets or
the acquisition of additional funds through liability management.  Liquid assets
include  cash,  interest  bearing  deposits  with  banks,  federal  funds  sold,
investments and loans maturing within one year. The Company's  ability to obtain
deposits  and  purchase  funds  at  favorable  rates  determines  its  liability
liquidity.  As a result of the  Company's  management  of liquid  assets and the
ability to generate  liquidity through liability  funding,  management  believes
that  the  Company  maintains  overall  liquidity   sufficient  to  satisfy  its
depositors' requirements and meet its customers' credit needs.

         Additional sources of liquidity  available to the Company include,  but
are not limited to, loan repayments,  the ability to obtain deposits through the
adjustment of interest  rates and the  purchasing of federal  funds.  To further
meet its  liquidity  needs,  the Company also has access to the Federal  Reserve
System.  In the past,  growth in  deposits  and  proceeds  from the  maturity of
investment securities have been sufficient to fund the net increase in loans.

         Interest  Rate   Sensitivity.   In  conjunction   with   maintaining  a
satisfactory  level of  liquidity,  management  must also  control the degree of
interest  rate risk assumed on the balance  sheet.  Managing  this risk involves
regular  monitoring  of the  interest  sensitive  assets  relative  to  interest
sensitive liabilities over specific time intervals.

                                     - 12 -

<PAGE>




Effects of Inflation

         Inflation  significantly  affects industries having high proportions of
fixed  assets  or high  levels  of  inventories.  Although  the  Company  is not
significantly  affected  in these  areas,  inflation  does have an impact on the
growth of assets.  As assets  grow  rapidly,  it becomes  necessary  to increase
equity capital at  proportionate  levels to maintain the  appropriate  equity to
asset ratios.  Traditionally,  the Company's earnings and high capital retention
levels have enabled the Company to meet these needs.

         The  Company's   reported   earnings  results  have  been  affected  by
inflation,  but isolating the effect is difficult. The different types of income
and  expense  are  affected  in various  ways.  Interest  rates are  affected by
inflation,  but the timing and  magnitude of the changes may not  coincide  with
changes in the consumer price index.  Management actively monitors interest rate
sensitivity in order to minimize the effects of inflationary  trends on interest
rates.  Other areas of  non-interest  expenses may be more directly  affected by
inflation.


Part II.  Other Information

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a)      The Annual Shareholders meeting was held on April 23, 1996.

         (b)      Directors elected at the meeting for a three year term were:

                  1.       Ralph Larry Lyons
                  2.       Garland L. Blanton, Jr.
                  3.       Fleming V. Austin

                  Directors with continuing terms were:

                  1.       Elwood C. May
                  2.       John B. Larus
                  3.       Charles W. Binford
                  4.       Charles B. Goodman
                  5.       P. Allen Brauer


                                     - 13 -

<PAGE>



         (c)      Matters voted upon:

              1.       Election of Ralph Larry Lyons as a director for a three 
                       year term:

                       Votes for.....................609,417
                       Votes against...................    0
                       Abstained.......................    0
                       Not voted.....................334,316

              2.       Election of Garland L. Blanton, Jr. as a director for a 
                       three year term:

                       Votes for.....................609,417
                       Votes against...................    0
                       Abstained.......................    0
                       Not voted.....................334,316

              3.       Election of Fleming V. Austin as a director for a three 
                       year term:

                       Votes for.....................607,087
                       Votes against...................    0
                       Abstained...................    2,330
                       Not voted.....................334,316

              4.       Other Business:

                       Votes for.....................609,317
                       Votes against..............         0
                       Abstained..................       100
                       Not voted.....................334,316


  ITEM 6          EXHIBITS AND REPORTS ON 8-K

                  (a)      Exhibits:
                           27        Financial Data Schedule (filed herewith)

                  (b)      Form 8-K.  No reports were filed on Form 8-K
                           in the period for which this report is filed.



                                     - 14 -

<PAGE>


                                   SIGNATURES


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



                              CENTRAL VIRGINIA BANKSHARES, INC.
                                     (Registrant)


Date:  August 26, 1996        /s/ Ralph Larry Lyons
                              -----------------------
                              Ralph Larry Lyons, President and Chief Executive
                              Officer (Chief Financial Officer)

                                     - 15 -


<TABLE> <S> <C>


<ARTICLE>                                            9
                 

       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1995
<PERIOD-END>                                   JUN-30-1996
<CASH>                                         22,574,397     
<INT-BEARING-DEPOSITS>                         95,167,128     
<FED-FUNDS-SOLD>                               17,286,000     
<TRADING-ASSETS>                               0              
<INVESTMENTS-HELD-FOR-SALE>                    6,139,065      
<INVESTMENTS-CARRYING>                         9,973,347      
<INVESTMENTS-MARKET>                           10,001,485     
<LOANS>                                        80,666,051     
<ALLOWANCE>                                    1,168,697      
<TOTAL-ASSETS>                                 126,184,837    
<DEPOSITS>                                     110,254,729    
<SHORT-TERM>                                   1,714,430      
<LIABILITIES-OTHER>                            418,935        
<LONG-TERM>                                    54,000         
                          0              
                                    0              
<COMMON>                                       2,366,095      
<OTHER-SE>                                     11,376,648     
<TOTAL-LIABILITIES-AND-EQUITY>                 126,184,837    
<INTEREST-LOAN>                                2,037,071      
<INTEREST-INVEST>                              247,292        
<INTEREST-OTHER>                               218,625        
<INTEREST-TOTAL>                               2,502,988      
<INTEREST-DEPOSIT>                             1,139,852      
<INTEREST-EXPENSE>                             1,148,041      
<INTEREST-INCOME-NET>                          1,354,947      
<LOAN-LOSSES>                                  41,250         
<SECURITIES-GAINS>                             0              
<EXPENSE-OTHER>                                967,709        
<INCOME-PRETAX>                                567,551        
<INCOME-PRE-EXTRAORDINARY>                     567,551        
<EXTRAORDINARY>                                0              
<CHANGES>                                      0              
<NET-INCOME>                                   401,550        
<EPS-PRIMARY>                                  .42            
<EPS-DILUTED>                                  .42            
<YIELD-ACTUAL>                                 4.72         
<LOANS-NON>                                    764,254        
<LOANS-PAST>                                   382,285        
<LOANS-TROUBLED>                               0              
<LOANS-PROBLEM>                                0              
<ALLOWANCE-OPEN>                               1,156,148      
<CHARGE-OFFS>                                  30,472         
<RECOVERIES>                                   5,994          
<ALLOWANCE-CLOSE>                              1,168,697      
<ALLOWANCE-DOMESTIC>                           353,689        
<ALLOWANCE-FOREIGN>                            0              
<ALLOWANCE-UNALLOCATED>                        815,008        
                                                      
                                                      

</TABLE>


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