CENTRAL VIRGINIA BANKSHARES INC
10QSB, 1998-08-14
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.
         June 30, 1998                                         33-9686



                        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) 598-4216
              (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 14, 1998, 955,841 shares were outstanding.


<PAGE>


                        CENTRAL VIRGINIA BANKSHARES, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                                 August 14, 1998

                                      INDEX



Part I.  Financial Information                                          Page No.

Item 1   Financial Statements

         Consolidated Balance Sheets - June 30, 1998
         and 1997..............................................................3

         Consolidated Statements of Income - Three
         Months Ended June 30, 1998 and 1997
         and Six Months Ended June 30, 1998 and 1997...........................4

         Consolidated Statements of Cash Flows - Six
         Months Ended June 30, 1998 and 1997...................................5

         Notes to Consolidated Financial Statements -
         June 30, 1998 and 1997 (Unaudited)....................................6

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


Part II. Other Information

Item 4   Submission of Matters to a Vote of
         Security Holders..................................................12-13

Item 6   Exhibits and Reports on Form 8-K.....................................13

Signatures....................................................................14




                                      -2-
<PAGE>

                        CENTRAL VIRGINIA BANKSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                             June 30, 1998 and 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                  ASSETS                                       June 30, 1998        June 30, 1997
                                  ------                                       -------------        -------------
<S>                                                                             <C>                  <C>       
Cash and due from banks                                                           $4,742,393           $9,516,989
Federal funds sold                                                                 2,673,000            3,905,000
                                                                                ------------         ------------
      Total cash and cash equivalents                                             $7,415,393          $13,421,989
Securities available for sale                                                     25,009,947           15,080,217
Securities held to maturity (approximate market
  value 1998 $21,318,779; 1997 $13,069,511)                                       20,892,558           12,834,097
Mortgage loans held for sale                                                         739,350                    0
Loans, net                                                                        94,152,981           86,390,601
Bank premises and equipment, net                                                   3,988,048            3,498,575
Accrued interest receivable                                                        1,161,136              826,360
Other assets                                                                       3,539,169            2,252,857
                                                                                ------------         ------------
      Total assets                                                              $156,898,582         $134,304,696
                                                                                ============         ============

                   LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Deposits:
    Demand deposits                                                              $19,547,240          $17,212,522
    Interest bearing demand deposits and NOW accounts                             25,632,235           22,571,795
    Savings deposits                                                              15,523,187           13,506,911
    Time deposits, $100,000 and over                                              13,689,170           10,902,683
    Other time deposits                                                           59,690,716           51,614,622
                                                                                ------------         ------------
                                                                                $134,082,548         $115,808,533
  Securities sold under repurchase agreements                                        776,724            2,950,460
  FHLB advance                                                                     5,000,000                    -
  Note payable                                                                        36,000               45,000
  Accrued interest payable                                                           325,258              223,620
  Other liabilities                                                                  207,444              263,629
                                                                                ------------         ------------
      Total liabilities                                                         $140,427,974         $119,291,242
                                                                                ------------         ------------

STOCKHOLDERS' EQUITY
  Capital stock, common, par value $2.50; 
    authorized 3,000,000 shares; issued 955,841 shares 1998; 950,827
    shares 1997                                                                    $2,389,603           $2,377,068
  Surplus                                                                           4,207,632            4,118,457
  Retained earnings                                                                 9,642,083            8,482,552
  Unrealized gains (losses) on securities available for sale,
    net of tax                                                                        231,290               35,377
                                                                                -------------         ------------
      Total stockholders' equity                                                  $16,470,608          $15,013,454
                                                                                -------------         ------------
      Total liabilities and stockholders' equity                                 $156,898,582         $134,304,696
                                                                                =============         ============
</TABLE>


See Notes to Consolidated Financial Statements.


                                      -3-
<PAGE>

                        CENTRAL VIRGINIA BANKSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            Three Months Ended               Six Months Ended
                                                                 June 30,                        June 30,
                                                       -----------------------------   -----------------------------
                                                            1998          1997             1998           1997
                                                            ----          ----             ----           ----
<S>                                                      <C>           <C>              <C>            <C>
Interest income
  Interest and fees on loans                             $2,242,470    $2,219,268       $4,392,832     $4,340,811
  Interest on securities:
    U.S. Government agencies and corporations               378,561       233,696          759,841        403,249
    U.S. Treasury notes                                      31,750        21,213           58,275         21,213
    States and political subdivisions                       272,114       157,474          512,724        303,704
    Other                                                    34,634        22,354           53,547         26,547
  Interest on federal funds sold                             55,128        56,359          105,689        183,845
                                                         ----------    ----------       ----------     ----------
      Total interest income                              $3,014,657    $2,710,364       $5,882,908     $5,279,369
                                                         ----------    ----------       ----------     ----------
Interest expense
  Interest on deposits                                   $1,317,159    $1,127,298       $2,578,867     $2,230,725
  Interest on securities sold under repurchase
     agreements                                              11,050        16,241           21,356         31,737
  Interest, FHLB advance                                     73,938             0          147,063              0
  Interest on note payable                                      720           900            1,620          1,980
                                                         ----------    ----------       ----------     ----------
      Total interest expense                             $1,402,867    $1,144,439       $2,748,906     $2,264,442
                                                         ----------    ----------       ----------     ----------
      Net interest income                                $1,611,790    $1,565,925       $3,134,002     $3,014,927
  Provision for loan losses                                  49,500        41,250           98,999         82,500
                                                         ----------    ----------       ----------     ----------
      Net interest income after provision for
         loan losses                                     $1,562,290    $1,524,675       $3,035,003     $2,932,427
  Other income
    Gain (loss) on sale of securities                        ($121)            $0          $10,079             $0
    Service charges                                         160,402       142,253          298,640        288,649
    Other                                                    90,675        44,297          171,044         85,874
                                                         ----------    ----------       ----------     ----------
      Total other income                                   $250,956      $186,550         $479,763       $374,523
  Other expenses
    Salaries and wages                                     $493,900      $450,800         $959,800       $901,700
    Pensions and other employee benefits                     70,224        66,355          155,939        154,206
    Occupancy expense                                        64,935        71,111          126,680        133,058
    Equipment depreciation                                   84,784        74,576          168,460        155,277
    Equipment repairs and maintenance                        41,477        33,393           84,778         71,541
    Advertising and public relations                         75,314        45,326          135,080         89,937
    Federal insurance premiums                                4,684         4,087            9,231          3,196
    Office supplies, telephone and postage                   90,662        80,297          182,760        172,187
    Taxes and licenses                                       31,248        32,288           60,894         64,916
    Other operating expenses                                223,503       218,667          394,885        393,886
                                                         ----------    ----------       ----------     ----------
      Total other expenses                               $1,180,731    $1,076,900       $2,278,507     $2,133,904
                                                         ----------    ----------       ----------     ----------
  Income before income taxes                               $632,515      $634,325       $1,236,259     $1,173,046
  Income taxes                                              180,480       180,103          341,419        321,853
                                                         ----------    ----------       ----------     ----------
      Net income                                           $452,035      $454,222         $894,840       $851,193
                                                         ==========    ==========       ==========     ==========
  Per share of common stock:
    Income before income taxes                                $0.66         $0.67            $1.30          $1.23
      Net income                                              $0.47         $0.48            $0.94          $0.90
Weighted average shares                                     955,067       950,797          954,485        950,113
Return on average assets                                      1.19%         1.42%            1.20%          1.34%
Return on average equity                                     11.51%        12.66%           11.49%         11.83%
</TABLE>


See Notes to Consolidated Financial Statements.

                                      -4-
<PAGE>


                        CENTRAL VIRGINIA BANKSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>
                                                                                    1998                1997
                                                                                    ----                ----
<S>                                                                          <C>                 <C>
Cash Flows for Operating Activities
  Net Income                                                                      $894,840            $851,193
  Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
    Depreciation                                                                   209,530             195,946
    Amortization                                                                         0               2,766
    Provision for loans losses                                                      98,999              82,500
    Amortization and accretion on securities                                        24,991              35,379
    Change in operating assets and liabilities:
      (Increase) decrease in assets:
        Mortgage loans held for sale                                             (408,000)             201,798
        Accrued interest receivable                                                157,744            (23,169)
        Other assets                                                           (1,938,096)           (629,750)
      Increase (decrease) in liabilities:
        Accrued interest payable                                                   (2,505)             (9,326)
        Other liabilities                                                           68,604              94,085
                                                                             -------------       -------------
    Net cash provided by operating activities                                   ($893,893)            $801,422
                                                                             -------------       -------------
Cash Flows from Investing Activities
  Proceeds from maturities of securities held to maturity                         $250,000                  $-
  Purchase of securities held to maturity                                      (3,784,351)         (2,620,098)
  Proceeds from sales and maturities of securities available for sale            5,091,290           2,236,525
  Purchase of securities available for sale                                    (6,915,490)         (9,607,958)
  Net (increase) decrease in loans made to customers                           (5,394,480)         (2,142,388)
  Net purchases of premises and equipment                                        (657,273)           (133,912)
  Proceeds from sale of foreclosed real estate                                           0             166,274
  Net expenditures on foreclosed real estate                                       (1,465)             (8,032)
    Net cash (used in) investing activities                                  ($11,411,769)       ($12,109,589)
                                                                             -------------       -------------
Cash Flows from Financing Activities
  Net increase in deposits                                                     $11,409,007          $5,927,593
  Repayment of note payable                                                        (9,000)             (9,000)
  Net proceeds from issuance of capital stock                                       76,412              31,656
  Net increase (decrease) in securities sold under repurchase
    agreements                                                                   (417,163)           1,415,981
  Dividends paid                                                                 (362,616)           (341,995)
    Net cash provided by financing activities                                  $10,696,640          $7,024,235
                                                                             -------------       -------------
    Increase (decrease) in cash and cash equivalents                          ($1,609,022)        ($4,283,932)
Cash and cash equivalents:
  Beginning                                                                      9,024,415          17,705,921
                                                                             -------------       -------------
  Ending                                                                        $7,415,393         $13,421,989
                                                                             =============       =============
Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Interest                                                                    $2,751,411          $2,273,768
                                                                             =============       =============
    Income Taxes                                                                  $293,925            $344,474
                                                                             =============       =============
</TABLE>

See Notes to Consolidated Financial Statements.

                                      -5-
<PAGE>

                        CENTRAL VIRGINIA BANKSHARES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 1998 and 1997
                                   (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  $452,035 in the second  quarter of
1998, a slight  decrease of .5% from the second  quarter of 1997.  These results
reflect  the costs  associated  with the  opening of a new branch in  Cumberland
County in mid-June. For the quarter, total interest income rose 11.2%, while net
interest  income rose 8.7%.  The  primary  source of the  increases  in interest
income was in  interest  on  securities  which rose 64.9%  compared  to the same
quarter in 1997.  This was the result of a similar 64.4% increase in the balance
of securities  from June 30, 1997 to June 30, 1998.  Net income per common share
for the second  quarter of 1998 was $.47 compared to $.48 for the same period in
1997. The Company's annualized return on average equity was 11.51% in the second
quarter of 1998,  compared to 12.66% for the second  quarter of 1997,  while the
return  on  average  assets  amounted  to 1.19%  and  1.42%  for  these  periods
respectively.

         The Company's net income for the six months ended June 30, 1998 totaled
$894,840, an increase of $43,647, or 5.1% over the first six months of 1997. The
1998 results reflect primarily a 3.9% increase in net interest income as well as
a 29.1% increase in other income.  Net income per common share for the first six
months  of 1998 was $.94  compared  to $.90 for the  same  period  in 1997.  The
Company's  annualized  return on  average  equity  was 11.49% for the six months
ended June 30, 1998,  compared to 11.83% for the six months ended June 30, 1997.
The return on average assets amounted to 1.20% and 1.34% for these same periods,
respectively.

         Net Interest  Income.  The Company's net interest income was $1,611,790
for the second quarter of 1998, compared to $1,565,925 for the second quarter of
1997. The increase in net interest income in 1998 was attributable  primarily to
an increase in interest  earning assets.  Average  interest  earning assets were
$140.6  million for the second  quarter of 1998,  compared to $118.6 million for
the second quarter of 1997. Average investment securities increased $18,073,976,
or 69.5%, to account for the majority of the increase.  For the six months ended
June 30, 1998,  average  interest  earning  assets rose 18.24% to $139.5 million
compared to the same period in 1997.

         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 4.59% for the
second  quarter of 1998 and 4.49% for the first six months of 1998,  compared to
5.28% and 5.11% for the same periods in 1997, respectively.

         Non-Interest Income. In the second quarter of 1998, the Company's total
non-interest income totaled $250,956, an increase of 34.5%, or $64,406, compared
to 1997.  For the first six months of 1998,  non-interest  income  increased  by
$105,240 or 28.1%  compared  to 1997.  Included in the results for the first six
months of 1998 was a $10,000 gain on the sale of  securities.  There are no such
gains included in the 1997 results.  Of the various  components of  non-interest
income,  the increases  noted are primarily  attributable to an increase in fees
received on mortgage loans originated for others.

         Non-Interest Expense. The Company's total non-interest expenses for the
second  quarter  and six  months  ended June 30,  1998  increased  $103,831  and
$144,603,  respectively,  compared to the same periods in 1997. Expenses related
to salaries and employee  benefits not treated as an  adjustment to the yield of
loans  originated  in 1998  increased  by 9.1% for the  quarter and 5.6% for the
first six months



                                      -7-
<PAGE>

compared to 1997.  Expenses for advertising and public relations increased 66.1%
for the  quarter  and 60.9%  for the six  months as the  Company  increased  its
efforts to attract new customers.  Increases in office supplies,  telephone, and
postage expense, and in other operating expenses were primarily  attributable to
the opening of a new branch office in Cumberland County in mid-June.

         Income Taxes. The Bank reported income taxes of $180,480 for the second
quarter and $341,419 for the first six months of 1998,  compared to $180,103 and
$321,853  for the same  periods in 1997,  respectively.  These  amounts  yielded
effective  tax rates of 28.5% for the quarter and 27.6% for the first six months
of 1998, compared to 28.4% and 27.4% for the same periods in 1997, 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 June 30, 1998 loans  increased  $5.3 million from  December 31, 1997
and $7.8  million from June 30,  1997.  The loan to deposit  ratio was 70.22% at
June 30, 1998,  compared to 72.41% at December  31, 1997,  and 74.6% at June 30,
1997.  As of June 30, 1998,  real estate loans  accounted  for 56.2% of the loan
portfolio,  consumer  loans were 20.7%,  and  commercial  and  industrial  loans
totaled 23.1%.

         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.



                                      -8-
<PAGE>

         The following table summarizes non-performing loans:
<TABLE>
<CAPTION>
                                                                 June 30,          December 31,         June 30,
                                                                   1998                1997               1997
                                                                   ----                ----               ----
                                                                             (Dollars in Thousands)
<S>                                                                <C>                  <C>               <C>
Loans accounted for on a non-accrual basis                         $146                  $38                $593
Loans contractually past due 90 days or more as to
  interest or principal payments (not included in
  non-accrual loans above)                                          446                  696                 484
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                                                      $592                 $734              $1,077
                                                                   ====                 ====              ======
</TABLE>

         Management  is not  aware of any  other  loans at June 30,  1998  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 1.32%,  1.31% and 1.37% at June 30,  1998,  December 31, 1997 and June
30, 1997,  respectively.  At June 30, 1998 the ratio of the  allowance  for loan
losses to  non-performing  loans was 207.9%,  compared to 160.2% at December 31,
1997 and 110.0% at June 30, 1997.

         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  $49,500 for the quarter ended
June 30, 1998 and $41,250 for the quarter ended June 30, 1997. For the six month
periods ended June 30, 1998 and 1997,  the provision for loan losses was $98,999
and $82,500,  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.



                                      -9-
<PAGE>

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 1998,  total  securities
increased  13.1% to $45.9  million or 29.3% of total assets at June 30, 1998. At
December 31, 1997, total securities were $40.6 million, or 27.9% of total assets
and at June 30, 1997,  total  securities  were $27.9 million,  or 20.8% 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.

         The fully  taxable  equivalent  annualized  average yield on the entire
portfolio  was 7.07% for the second  quarter of 1998 and 6.84% for the first six
months of 1998,  compared to 7.92% and 7.00% for the same  periods in 1997.  The
market  value of the  portfolio  exceeded the book value by $302,413 at June 30,
1998.

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 9.3%  between  December  31, 1997 and June 30,
1998.  The average  aggregate  interest  rate paid on deposits  was 4.04% in the
second  quarter of 1998 and 3.99% for the first six months of 1998,  compared to
3.98% and 3.96% for the same  periods in 1997.  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, 1998:

                                                   June 30, 1998
                                                   Time Deposits
                                               (Dollars in Thousands)

               Three months or less                     $1,587
               Three to twelve months                    4,043
               Over twelve months                        8,059
                                                       -------
                  Total                                $13,689
                                                       =======



                                      -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.

         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 June 30,
1998, with minimum requirements, as defined by regulation, is shown below:

                                                Minimum                Actual
                                             Requirements          June 30, 1998
                                             ------------          -------------

            Tier 1 risk-based capital            4.0%                  15.15%
            Total risk-based capital             8.0%                  16.35%
            Leverage ratio                       3.0%                  10.25%

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.



                                      -11-
<PAGE>

         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 30, 1998.

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

             1.    Charles W. Binford
             2.    John B. Larus
             3.    James T. Napier

             Directors with continuing terms were:

             1.    Ralph Larry Lyons
             2.    Garland L. Blanton, Jr.
             3.    Fleming V. Austin
             4.    Elwood C. May
             5.    Charles B. Goodman

      (c)    Matters voted upon:

             1.    Election of Charles W. Binford as a director for a three year
                   term:

                   Votes for.....................718,833
                   Votes withheld..................4,735

             2.    Election  of John B.  Larus as a  director  for a three  year
                   term:

                   Votes for.....................718,602
                   Votes withheld..................4,965

             3.    Election  of James T.  Napier as a director  for a three year
                   term:

                   Votes for.....................714,651
                   Votes withheld..................8,917



                                      -12-
<PAGE>

             4.    Approve CVB's 1998 Incentive Plan

                   Votes for.....................405,208
                   Votes withheld.................21,834
                   Abstained......................18,637
                   Broker non-vote...............277,888


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.



                                      -13-
<PAGE>

                                   SIGNATURES


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



                                CENTRAL VIRGINIA BANKSHARES, INC.
                                          (Registrant)


Date:  August 14, 1998              /s/ Ralph Larry Lyons
                                ------------------------------------------------
                                Ralph Larry Lyons, President and Chief Executive
                                Officer (Chief Financial Officer)





                                      -14-

<TABLE> <S> <C>


<ARTICLE>                                            9
<MULTIPLIER>                                         1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   JUN-30-1998
<CASH>                                           7,415,393
<INT-BEARING-DEPOSITS>                          99,012,121
<FED-FUNDS-SOLD>                                         0
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                     25,009,947
<INVESTMENTS-CARRYING>                          20,892,558
<INVESTMENTS-MARKET>                            21,318,779
<LOANS>                                         94,152,981
<ALLOWANCE>                                      1,231,270
<TOTAL-ASSETS>                                 156,898,582
<DEPOSITS>                                     134,082,548
<SHORT-TERM>                                         9,000
<LIABILITIES-OTHER>                                532,702
<LONG-TERM>                                      5,027,000
                                    0
                                              0
<COMMON>                                         2,389,603
<OTHER-SE>                                      14,081,005
<TOTAL-LIABILITIES-AND-EQUITY>                 156,898,582
<INTEREST-LOAN>                                  4,392,832
<INTEREST-INVEST>                                1,384,387
<INTEREST-OTHER>                                   105,689
<INTEREST-TOTAL>                                 5,882,908
<INTEREST-DEPOSIT>                               2,578,867
<INTEREST-EXPENSE>                               2,748,906
<INTEREST-INCOME-NET>                            3,134,002
<LOAN-LOSSES>                                       98,999
<SECURITIES-GAINS>                                  10,079
<EXPENSE-OTHER>                                  2,278,507
<INCOME-PRETAX>                                  1,236,259
<INCOME-PRE-EXTRAORDINARY>                       1,236,259
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                       894,840
<EPS-PRIMARY>                                         0.94
<EPS-DILUTED>                                         0.94
<YIELD-ACTUAL>                                        4.49
<LOANS-NON>                                        146,000
<LOANS-PAST>                                       146,000
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                          0
<ALLOWANCE-OPEN>                                 1,176,000
<CHARGE-OFFS>                                       73,000
<RECOVERIES>                                        30,000
<ALLOWANCE-CLOSE>                                1,231,000
<ALLOWANCE-DOMESTIC>                               770,000
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                            461,000
                                               


</TABLE>


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