CENTRAL VIRGINIA BANKSHARES INC
10QSB, 1997-11-14
STATE COMMERCIAL BANKS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB



                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For Quarter Ended                           Commission File No.    33-9686
September 30, 1997



                        CENTRAL VIRGINIA BANKSHARES, INC.


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




                              2036 New Dorset Road
                                  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 November 14, 1997, 953,638 shares were outstanding.


<PAGE>


                        CENTRAL VIRGINIA BANKSHARES, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                               September 30, 1997

                                      INDEX



Part I.  Financial Information                                          Page No.
- ------------------------------                                          --------

Item 1   Financial Statements

         Consolidated Balance Sheets - September 30, 1997
         and 1996.............................................................3

         Consolidated Statements of Income - Three
         Months Ended September 30, 1997 and 1996
         and Nine Months Ended September 30, 1997 and 1996....................4

         Consolidated Statements of Cash Flows - Nine
         Months Ended September 30, 1997 and 1996.............................5

         Notes to Consolidated Financial Statements -
         September 30, 1997 and 1996 (Unaudited)..............................6

Item 2   Management's Discussion and
         Analysis or Plan of Operation.....................................7-12


Part II.  Other Information

  Item 6          Exhibits and Reports on Form 8-K...........................12

 Signatures..................................................................13


                                      -2-
<PAGE>


                        CENTRAL VIRGINIA BANKSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                           September 30, 1997 and 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                  Sept. 30, 1997       Sept. 30,1996
                                                                                  --------------       -------------
                                   ASSETS
                                   ------
<S>                                                                                   <C>                 <C>       
Cash and due from banks                                                               $4,447,831          $5,197,033
Federal funds sold                                                                     3,412,000          15,391,000
                                                                                       ---------          ----------
         Total cash and cash equivalents                                              $7,859,831         $20,588,033
Securities available for sale                                                         22,622,723           8,023,651
Securities held to maturity (approximate market value 1997
  $15,382,497; 1996 $9,521,065)                                                       15,192,950           9,431,393
Mortgage loans held for sale                                                             204,998             385,000
Loans, net                                                                            87,429,263          81,983,838
Bank premises and equipment, net                                                       3,591,296           3,486,080
Accrued interest receivable                                                            1,011,039             597,649
Other assets                                                                           1,649,798           1,252,616
                                                                                       ---------           ---------
         Total assets                                                               $139,561,898        $125,748,260
                                                                                    ============        ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Deposits:
    Demand deposits                                                                  $17,375,584         $15,697,950
    Interest bearing demand deposits and NOW accounts                                 22,968,334          20,866,667
    Savings deposits                                                                  13,852,111          12,431,989
    Time deposits, $100,000 and over                                                  10,070,334          10,366,209
    Other time deposits                                                               53,411,611          50,452,121
                                                                                      ----------          ----------
                                                                                    $117,677,974        $109,814,936
  FHLB advances                                                                        5,000,000                   -
  Securities sold under repurchase agreements                                            743,335           1,387,143
  Note payable                                                                            45,000              54,000
  Accrued interest payable                                                               298,559             221,754
  Other liabilities                                                                      352,002             229,179
                                                                                         -------             -------
         Total liabilities                                                          $124,116,870        $111,707,012
                                                                                    ------------        ------------
STOCKHOLDERS' EQUITY
  Capital stock, common, par value $2.50; authorized 3,000,000
    shares; issued 953,638 shares 1997; 947,799 shares 1996                           $2,384,095          $2,369,475
  Surplus                                                                              4,136,728           4,066,628
  Retained earnings                                                                    8,773,088           7,664,290
  Unrealized gains on securities available for sale, net of tax                          151,117            (59,145)
                                                                                         -------            --------
         Total stockholders' equity                                                  $15,445,028         $14,041,248
                                                                                     -----------         -----------
         Total liabilities and stockholders' equity                                 $139,561,898        $125,748,260
                                                                                    ============        ============

</TABLE>
                                      -3-
<PAGE>


                        CENTRAL VIRGINIA BANKSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                    Three Months Ended                     Nine Months Ended
                                                       September 30                          September 30
                                             ---------------------------------     ----------------------------------
                                                     1997             1996                  1997             1996
                                                     ----             ----                  ----             ----
<S>                                               <C>              <C>                   <C>              <C>       
Interest income
  Interest and fees on loans                      $2,147,269       $2,077,161            $6,488,080       $6,160,588
  Interest on securities:
    U.S. Government agencies and
      corporations                                   358,101          136,681               782,563          333,653
    States and political subdivisions                188,578          134,144               492,282          415,822
    Other                                             16,995                0                43,542            5,169
  Interest on federal funds sold                      83,554          228,296               267,399          640,026
                                                      ------          -------               -------          -------
Total interest income                             $2,794,497       $2,576,282            $8,073,866       $7,555,258
                                                  ----------       ----------            ----------       ----------
Interest expense
  Interest on deposits                            $1,178,957       $1,129,034            $3,409,682       $3,433,928
  Interest on FHLB advances                           69,530                -                69,530                0
  Interest on securities sold under
    repurchase agreements                             12,745           10,404                44,482           25,025
  Interest on note payable                               900            1,080                 2,880            3,420
                                                         ---            -----                 -----            -----
Total interest expense                            $1,262,132       $1,140,518            $3,526,574       $3,462,373
                                                  ----------       ----------            ----------       ----------
  Net interest income                             $1,532,365       $1,435,764            $4,547,292       $4,092,885
Provision for loan losses                             43,750           41,250               126,250          123,750
                                                      ------           ------               -------          -------
  Net interest income after provision
    for loan losses                               $1,488,615       $1,394,514            $4,421,042       $3,969,135
Other income
  Securities gains                                        $0         $      0                    $0          $25,000
  Service charges                                    146,872          145,083               435,521          439,478
  Other                                               44,695           58,228               130,569          192,350
                                                      ------           ------               -------          -------
Total other income                                  $191,567         $203,311              $566,090         $656,828
Other expenses
  Salaries and wages                                $430,500         $387,325            $1,332,200       $1,165,525
  Pensions and other employee benefits                82,028           72,632               236,234          199,512
  Occupancy expense                                   65,052           64,566               198,110          159,659
  Other operating expenses                           473,694          479,392             1,418,634        1,344,499
                                                     -------          -------             ---------        ---------
Total other expenses                              $1,051,274       $1,003,915            $3,185,178       $2,869,195
                                                  ----------       ----------            ----------       ----------
  Income before income taxes                        $628,908         $593,910            $1,801,954       $1,756,768
Income taxes                                         164,247          177,341               486,100          524,712
                                                     -------          -------               -------          -------
  Net income                                        $464,661         $416,569            $1,315,854       $1,232,056
                                                    ========         ========            ==========       ==========
Per share of common stock:
  Income before income taxes                           $0.66            $0.63                 $1.89            $1.86
  Net income                                           $0.48            $0.44                 $1.38            $1.30
Weighted average shares outstanding                  953,424          946,712               951,229          945,406

</TABLE>
                                      -4-
<PAGE>


                        CENTRAL VIRGINIA BANKSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                          1997               1996
                                                                                          ----               ----
<S>                                                                                 <C>                 <C>         
Cash Flows for Operating Activities
  Net Income                                                                           $1,315,854         $1,232,056
  Adjustments to reconcile net income to net cash provided by
  (used in) operating activities:
    Depreciation                                                                          296,498            233,045
    Amortization                                                                            5,383             15,067
    Provision for loan losses                                                             126,250            123,750
    Amortization and accretion on securities                                               55,792            (6,799)
    Loss on sale of foreclosed real estate                                                  9,362                  -
    Change in operating assets and liabilities:
      (Increase) decrease in assets:
        Mortgage loans held for sale                                                      (3,200)            483,594
        Accrued interest receivable                                                     (207,848)            189,895
        Other assets                                                                      103,345          (176,744)
      Increase (decrease) in liabilities:
        Accrued interest payable                                                           65,613           (41,666)
        Other liabilities                                                                 182,458            153,522
                                                                                          -------            -------
    Net cash provided by operating activities                                          $1,949,507         $2,205,720
                                                                                       ----------         ----------
Cash Flows from Investment Activities
  Proceeds from maturities of securities held to maturity                                $440,000         $  910,000
  Purchase of securities held to maturity                                             (5,418,023)          (321,464)
  Proceeds from maturities of securities available for sale                             3,971,521          2,574,894
  Purchase of securities available for sale                                          (18,731,163)        (5,788,583)
  Net (increase) decrease in loans made to customers                                  (3,608,060)          1,033,192
  Net purchases of premises and equipment                                               (327,185)        (1,600,324)
  Proceeds from sale of foreclosed property                                               360,108                  -
  Net expenditures on foreclosed real estate                                             (18,220)           (37,468)
                                                                                         --------           --------
    Net cash (used in) investing activities                                         ($23,331,022)       ($3,229,753)
                                                                                    -------------       ------------
Cash Flows from Financing Activities
  Net increase in deposits                                                             $7,797,034         $2,008,731
  Net increase in Federal Home Loan Bank advances                                       5,000,000                  -
  Repayment of note payable                                                               (9,000)            (9,000)
  Net proceeds from issuance of common stock                                               56,954             79,968
  Net increase (decrease) in securities sold under repurchase agreements                (791,144)           (48,164)
  Dividends paid                                                                        (518,419)          (482,024)
                                                                                        ---------          ---------
    Net cash provided by financing activities                                         $11,535,425         $1,549,511
                                                                                      -----------         ----------
    Increase (decrease) in cash and cash equivalents                                 ($9,846,090)           $525,478
Cash and cash equivalents:
  Beginning                                                                            17,705,921         20,062,555
                                                                                       ----------         ----------
  Ending                                                                               $7,859,831        $20,588,033
                                                                                       ==========        ===========
Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Interest                                                                           $3,460,961         $3,504,039
                                                                                       ==========         ==========
    Income Taxes                                                                         $487,096           $549,088
                                                                                         ========           ========
</TABLE>

                                      -5-
<PAGE>


                        CENTRAL VIRGINIA BANKSHARES, INC.


                    NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 1997 and 1996
                                   (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 $464,661 in the third quarter of 1997,
an increase of 11.5% from the third quarter of 1996.  The earnings for the third
quarter of 1997 were positively affected by increased interest income from loans
and investment  securities.  This increase is attributable to an increase in the
volume of loans and investment securities.

         Net interest  income  increased  by 6.7% for the third  quarter of 1997
compared  to the  same  period  in  1996.  This  is the  result  of  reinvesting
lower-yielding   federal  funds  into   higher-yielding   loans  and  investment
securities  over the past 12 months.  Federal funds sold totaled $3.4 million at
September  30, 1997  compared to $15.4  million at  September  30,  1996.  Other
operating  expenses  increased  4.7%  compared to the same  period in 1996.  Net
income per common share for the third  quarter of 1997 was $.48 compared to $.44
for the same period in 1996. The Company's  annualized  return on average equity
was  12.70% in the  third  quarter  of 1997,  compared  to 12.07%  for the third
quarter of 1996,  while the return on average assets amounted to 1.37% and 1.33%
for these periods, respectively.

         The Company's  net income for the nine months ended  September 30, 1997
totaled  $1,315,854 an increase of 6.8% over the first nine months of 1996. This
increase  is also  primarily  the  result of the  increase  in  interest  income
resulting  from the  reinvestment  of federal funds sold.  Net income per common
share for the first nine months of 1997 was $1.38 compared to $1.30 for the same
period in 1996. The Company's annualized return on average equity was 12.11% for
the nine months ended September 30, 1997, compared to 12.07% for the nine months
ended  September 30, 1996.  The return on average  assets  amounted to 1.35% and
1.33% for these same periods, respectively.

         Net Interest  Income.  The Company's net interest income was $1,532,365
for the third quarter of 1997,  compared to $1,435,764  for the third quarter of
1996. The increase in net interest income in 1997 was attributable  primarily to
the  reinvestment of federal funds sold into loans and investment  securities as
well as an  increase  in the total  volume  of the  Company's  interest  earning
assets.  Average  interest  earning  assets  were  $126.4  million for the third
quarter of 1997,  compared to $116.4  million for the third quarter of 1996. The
composition of interest earning assets changed as  lower-yielding  federal funds
sold decreased from an average of $16.6 million for the quarter ended  September
30, 1996 to an average of $5.4 million for the quarter ended September 30, 1997,
while average loans outstanding increased $4.0 million, or 4.8% to an average of
$86.6  million for the quarter  ended  September  30, 1997.  Average  investment
securities  increased 102% to $34.4 million for the quarter ended  September 30,
1997. For the nine months ended  September 30, 1997,  average  interest  earning
assets rose 6.6% to $121.7 million compared to the same period in 1996.

         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  margin was 4.85% for the
third  quarter of 1997  compared  to 4.94% in 1996.  For the nine  months  ended
September 30, 1997, the net interest  margin was 4.98% compared to 4.74% for the
same period of 1996.

         Non-Interest  Income. In the third quarter of 1997, the Company's total
non-interest income totaled $191,567,  a decrease of 5.8%, or $11,744,  compared
to 1996. Of the various  components  of  non-interest  income,  this decrease is
primarily  attributable  to a  decrease  in  fees  received  on  mortgage  loans
originated for others.  For the first nine months of 1997,  non-interest  income
decreased  by $90,738 or 13.8%,  compared to 

                                      -7-
<PAGE>

1996.  This  decrease is  primarily  related to a $25,000  gain on the sale of a
security in the first quarter of 1996 in addition to a decrease in fees received
on mortgage loans originated for others.

         Non-Interest  Expenses.  The Company's total non-interest  expenses for
the third quarter ended September 30, 1997 increased  $47,359,  or 4.7%, and for
the nine month period ended  September 30, 1997  increased  $315,983,  or 11.0%,
compared to the same periods in 1996.  Expenses related to salaries and employee
benefits not treated as an adjustment  to the yield of loans  originated in 1997
increased  $52,571  for the  quarter  and  $203,397  for the first  nine  months
compared to 1996. Other operating  expenses for the quarter decreased $5,698, or
1.2%, primarily due to the SAIF assessment in the third quarter of 1996. For the
nine months  ended  September  30,  1997,  other  operating  expenses  increased
$74,135,  or 5.5%.  Occupancy expense and other operating  expenses for the nine
months ended September 30, 1997 were affected by expenses related to the opening
of the new Operations Center in May 1996.

         Income  Taxes.  The Company  reported  income taxes of $164,247 for the
third  quarter  and  $486,100  for the first nine  months of 1997,  compared  to
$177,341 and $524,712 for the same periods in 1996, respectively.  These amounts
yielded  effective  tax rates of 26.1% for the  quarter  and 27.0% for the first
nine months of 1997,  compared to 29.9% and 31.4% for the same  periods in 1996,
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 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 September 30, 1997 loans  increased  $3.09 million from December 31,
1996 and $5.45 million from  September 30, 1996. The  loan-to-deposit  ratio was
74.3% at September 30, 1997,  compared to 76.8% at December 31, 1996,  and 74.7%
at September 30, 1996. As of September 30, 1997, real estate loans accounted for
58.1% of the loan  portfolio,  consumer  loans were 20.9%,  and  commercial  and
industrial loans totaled 21.0%.

         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 

                                      -8-
<PAGE>

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>
                                                             Sept. 30, 1997      Dec. 31, 1996      Sept. 30, 1996
                                                             --------------      -------------      --------------

                                                                             (Dollars in Thousands)
<S>                                                            <C>                 <C>                   <C> 
Loans accounted for on a non-accrual basis                       $176                $708                $487
Loans contractually past due 90 days or more as
  to interest or principal payments (not included
  in non-accrual loans above)                                   1,094                 935                 512
Loans restructured and in compliance with
  modified terms (not included in non-accrual
  loans or loans contractually past due 90 days or
  more above)                                                      --                  --                  --
                                                               ------              ------              ------

         Total                                                 $1,270              $1,643                $999
                                                               ======              ======                ====
</TABLE>

         Management  is not aware of any other loans at September 30, 1997 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 1.29%,  1.42% and 1.42% at September  30, 1997,  December 31, 1996 and
September  30,  1996,  respectively.  At  September  30,  1997 the  ratio of the
allowance for loan losses to non-performing  loans was 90.1%,  compared to 73.8%
at December 31, 1996 and 118.6% at September 30, 1996.

         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  $43,750 for the quarter ended
September  30, 1997 and $41,250 for the same period in 1996.  For the nine month
periods ended September 30, 1997 and 1996, the provision for loan losses totaled
$126,250 and $123,750, respectively. In the opinion of management, the provision
charged to 

                                      -9-
<PAGE>

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 nine months of 1997,  total  securities
increased  111.3% to $37.8  million,  or 27.1% of total assets at September  30,
1997. At December 31, 1996,  total  securities  were $17.9 million,  or 14.2% of
total assets and at September 30, 1996, total securities were $17.5 million,  or
13.9% of total assets.

         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 or securities  with longer  maturities and short to medium term
call features.

         The fully  taxable  equivalent  annualized  average yield on the entire
portfolio was 7.32% for the third quarter and 7.23% for the first nine months of
1997, compared to 7.65% and 7.56% for the same periods in 1996. The market value
of the portfolio exceeded the book value by $386,386 at September 30, 1997.

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 7.1% between December 31, 1996 and September 30,
1997.  The average  aggregate  interest  rate paid on deposits  was 4.07% in the
third  quarter of 1997 and 4.00% for the first nine months of 1997,  compared to
4.06% and 4.17% for the same  periods in 1996.  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 September 30, 1997:

                                                            Sept. 30, 1997
                                                            Time Deposits
                                                            -------------
                                                      (Dollars in Thousands)

                  Three months or less                            $ 1,228
                  Three to twelve months                            4,002
                  Over twelve months                                4,840
                                                                 --------
                           Total                                  $10,070
                                                                  =======

                                      -10-
<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.  The Company's  capital
position continues to exceed regulatory minimums.

         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  risk-weighting  assets  according  to  regulatory
guidelines. A comparison of the Bank's actual regulatory capital as of September
30, 1997, with minimum requirements, as defined by regulation, is shown below:

                                           Minimum                Actual
                                        Requirements        September 30, 1997
                                        ------------        ------------------

         Tier 1 risk-based capital             4.0%                  16.21%
         Total risk-based capital              8.0%                  17.46%
         Leverage ratio                        3.0%                  10.83%

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.

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

                                      -11-
<PAGE>

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 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.


                                      -12-
<PAGE>


                                   SIGNATURES


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



                                CENTRAL VIRGINIA BANKSHARES, INC.
                                -----------------------------------------------
                                         (Registrant)


Date:  November 14, 1997         /s/ Ralph Larry Lyons
                                -----------------------------------------------
                                Ralph Larry Lyons, President and Chief Executive
                                Officer (Chief Financial Officer)


                                      -13-

<TABLE> <S> <C>


<ARTICLE>                                            9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   SEP-30-1997
<CASH>                                           4,447,831
<INT-BEARING-DEPOSITS>                                   0
<FED-FUNDS-SOLD>                                 3,412,000
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                     22,622,723
<INVESTMENTS-CARRYING>                          15,192,950
<INVESTMENTS-MARKET>                            15,382,497
<LOANS>                                         87,429,263
<ALLOWANCE>                                      1,144,658
<TOTAL-ASSETS>                                 139,561,898
<DEPOSITS>                                     117,677,974
<SHORT-TERM>                                       743,335
<LIABILITIES-OTHER>                                450,561
<LONG-TERM>                                      5,045,000
                                    0
                                              0
<COMMON>                                         2,384,095
<OTHER-SE>                                      13,060,933
<TOTAL-LIABILITIES-AND-EQUITY>                 139,561,898
<INTEREST-LOAN>                                  6,488,080
<INTEREST-INVEST>                                1,318,387
<INTEREST-OTHER>                                   267,399
<INTEREST-TOTAL>                                 8,073,866
<INTEREST-DEPOSIT>                               3,409,682
<INTEREST-EXPENSE>                               3,526,574
<INTEREST-INCOME-NET>                            4,547,292
<LOAN-LOSSES>                                      126,250
<SECURITIES-GAINS>                                       0
<EXPENSE-OTHER>                                  3,185,178
<INCOME-PRETAX>                                  1,801,954
<INCOME-PRE-EXTRAORDINARY>                       1,801,954
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     1,315,854
<EPS-PRIMARY>                                         0.48
<EPS-DILUTED>                                         0.48
<YIELD-ACTUAL>                                        4.98
<LOANS-NON>                                        176,000
<LOANS-PAST>                                     1,094,000
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                          0
<ALLOWANCE-OPEN>                                 1,212,000
<CHARGE-OFFS>                                      220,000
<RECOVERIES>                                        27,000
<ALLOWANCE-CLOSE>                                1,145,000
<ALLOWANCE-DOMESTIC>                               772,000
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                            373,000
                                               


</TABLE>


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