BENCHMARK BANKSHARES INC
10QSB, 1997-10-29
STATE COMMERCIAL BANKS
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                                                                   Page 1 of 17


                                   Form 10-QSB

                    U. S. Securities and Exchange Commission

                              Washington, DC 20549


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

      For the 9-month period ended September 30, 1997.

[ ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act 
     of 1934

      For the transition period from ______________ to ______________


                          Commission File No. 000-18445


                           Benchmark Bankshares, Inc.
                 (Name of Small Business Issuer in its Charter)

           Virginia                                           54-1460991
(State or Other Jurisdiction of                        (I.R.S. Employer ID No.)
 Incorporation or Organization)

                             100 South Broad Street
                            Kenbridge, Virginia 23944
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (804)676-8444


         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange Act during the past 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.

(1)  Yes [X]   No [  ]                                 (2)  Yes [X]   No [  ]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest applicable date:

                                  1,469,413.860



<PAGE>



                                                                   Page 2 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                                      Index

                               September 30, 1997


Part I            Financial Information

   Item 1            Consolidated Balance Sheet

                     Consolidated Statement of Income

                     Condensed Consolidated Statement of Cash Flows

                     Notes to Consolidated Financial Statements

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

Part II           Other Information

   Item 1            Legal Proceedings

   Item 2            Changes in Securities

   Item 3            Defaults Upon Senior Securities

   Item 4            Submission of Matters to a Vote of Security Holders

   Item 5            Other Information

   Item 6            Report on Form 8K



<PAGE>



                                                                   Page 3 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet


                                                (Unaudited)         (Audited)
                                               September 30,       December 31,
                                                   1997               1996
                                                   ----               ----

Assets
   Cash and due from banks                      $4,845,018         $4,624,901
   Securities
      Federal Agency obligations                 7,753,602          7,639,371
      State and municipal obligations            8,834,870         10,676,977
      Other securities                             137,000            137,000
      Federal funds sold                         7,343,000          3,858,000
                                                          

   Loans                                       126,926,846        120,356,859
      Less
         Unearned interest and fees               (298,681)          (288,678)
         Loan loss reserve                      (1,349,480)        (1,203,866)
                                              -------------      -------------

               Net Loans                       125,278,685        118,864,315

   Premises and equipment - net                  3,046,936          3,121,734
   Accrued interest receivable                   1,614,112          1,254,441
   Deferred income taxes                           245,449            267,642
   Refundable income taxes                               -             33,681
   Other assets                                    421,347            429,760
                                              -------------      ------------- 

              Total Assets                    $159,520,019       $150,907,822
                                              =============      ============




<PAGE>



                                                                   Page 4 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet


                                               (Unaudited)          (Audited)
                                               September 30,       December 31,
                                                   1997                1996
                                                   ----                ----
Liabilities and Shareholders' Equity
   Deposits
      Demand (non-interest bearing)            $15,231,248         $12,215,657
      NOW accounts                              14,601,216          14,724,556
      Money market accounts                      6,549,821           6,776,695
      Savings                                    8,935,454           8,107,214
      Time, $100,000 and over                   13,277,452          14,293,648
      Other time                                83,503,878          79,242,048
                                               ------------        ------------

               Total Deposits                  142,099,069         135,359,818

   Accrued interest payable                        715,713             691,945
   Accrued income tax payable                        4,347                   -
   Dividends payable                                     -             391,510
   Other liabilities                               331,025             102,876
                                               ------------        ------------
                                                           
               Total Liabilities               143,150,154         136,546,149

Shareholders' Equity
   Common stock, par value $.21 per share,  
      authorized 4,000,000 shares;  issued
      and outstanding 1,468,913.860 shares  
      as of 9-30-97; and authorized
      4,000,000 shares, issued and
      outstanding 1,449,895.852 shares as 
      of 12-31-96                                  308,471             304,478
   Capital surplus                               3,627,461           3,262,299
   Retained earnings                            12,284,829          10,753,919
   Unrealized security gains net of tax 
      effect                                       149,104              40,977
                                               ------------        ------------

               Total Shareholders' Equity       16,369,865          14,361,673
                                               ------------        ------------

               Total Liabilities and 
                  Shareholders' Equity        $159,520,019        $150,907,822
                                              =============       =============

Note:  The balance sheet at December 31, 1996 has been derived from the audited
       financial statements at that date.







See notes to consolidated financial statements.
<PAGE>

                                                                   Page 5 of 17

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                        Consolidated Statement of Income

                                   (Unaudited)

                                                Nine Months Ended September 30,
                                                     1997            1996
                                                     ----            ----
Interest Income
   Interest and fees on loans                      $9,133,353      $8,404,562
   Interest on U. S. Government obligations           394,087         406,524
   Interest on State and municipal obligations        374,676         425,039
   Interest on Federal funds sold                     275,663         172,258
   Interest on other securities                         2,610           2,610
                                                   -----------     -----------

               Total Interest Income               10,180,389       9,410,993

Interest Expense
   Interest on deposits                             4,853,985       4,564,718
                                                   -----------     -----------

               Net Interest Income                  5,326,404       4,846,275

Provision for Loan Losses                             293,979         220,628
                                                   -----------     -----------

               Net Interest Income after 
                  Provision                         5,032,425       4,625,647

Non-Interest Income
   Service charges, commissions, and fees on 
      deposits                                        300,107         258,419
   Other operating income                             143,495         168,983
   (Losses) on sale of securities                      (1,468)         (8,725)
   Rental income                                            -           5,400
                                                   -----------     -----------
                                                                               
               Total Non-Interest Income              442,134         424,077

Non-Interest Expense
   Salaries and wages                               1,436,714       1,322,776
   Employee benefits                                  291,060         285,402
   Occupancy expense                                  157,965         119,232
   Furniture and equipment expense                    108,712          97,472
   Other operating expense                            695,916         602,160
                                                   -----------     -----------

               Total Non-Interest Expense           2,690,367       2,427,042
                                                   -----------     -----------

               Net Income before Taxes              2,784,192       2,622,682

Income Taxes                                          859,059         789,640
                                                   -----------     -----------

Net Income                                         $1,925,133      $1,833,042
                                                   ===========     ===========

Net Income per Share                                  $1.32           $1.27
                                                      ======          ======

See notes to consolidated financial statements.
<PAGE>
                                                                   Page 6 of 17

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                        Consolidated Statement of Income

                                   (Unaudited)

                                               Three Months Ended September 30,
                                                      1997            1996
                                                      ----            ----
Interest Income
   Interest and fees on loans                      $3,123,813       $2,907,501
   Interest on U. S. Government obligations           131,812          133,612
   Interest on State and municipal obligations        116,635          135,440
   Interest on Federal funds sold                     106,642           47,397
                                                   -----------      -----------

               Total Interest Income                3,478,902        3,223,950

Interest Expense
   Interest on deposits                             1,646,941        1,563,822
                                                   -----------      -----------

               Net Interest Income                  1,831,961        1,660,128

Provision for Loan Losses                             147,784           63,898
                                                   -----------      -----------

               Net Interest Income after 
                  Provision                         1,684,177        1,596,230

Non-Interest Income
   Service charges, commissions, and fees on 
      deposits                                        107,213           89,961
   Other operating income                              57,592           59,105
   Rental income                                            -            1,800
   (Losses) on sale of securities                        (234)            (624)
                                                   -----------      -----------

               Total Non-Interest Income              164,571          150,242

Non-Interest Expense
   Salaries and wages                                 488,486          450,620
   Employee benefits                                  112,634          100,032
   Occupancy expense                                   54,359           45,321
   Furniture and equipment expense                     36,079           34,840
   Other operating expense                            254,777          200,640
                                                   -----------      -----------

               Total Non-Interest Expense             946,335          831,453
                                                   -----------      -----------

               Net Income before Taxes                902,413          915,019

Income Taxes                                          279,223          278,930
                                                   -----------      -----------

Net Income                                         $  623,190       $  636,089
                                                   ===========      ===========

Net Income per Share                               $     0.43       $     0.44
                                                   ===========      ===========

See notes to consolidated financial statements.
<PAGE>
                                                                   Page 7 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                 Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)


                                                Nine Months Ended September 30,
                                                      1997             1996
                                                      ----             ----

Cash Provided by Operations                        $1,789,246       $  778,829

Cash Provided by Financing Activities
   Net increase in demand deposits and interest
      bearing transaction accounts                  2,892,251        2,653,132
   Net increase in savings and money market
      deposits                                        601,366        1,455,121
   Net increase in certificates of deposit          3,245,634        8,076,323
   Net sale of stock                                  369,155          257,746
   Dividends paid                                    (394,226)        (286,709)
                                                  ------------      -----------

               Total Cash Provided by Financing
                  Activities                        6,714,180       12,155,613

Cash Used in Investing Activities
   Purchase of securities                            (661,787)      (1,640,000)
   Sale of securities                                 823,870          509,747
   Maturity of securities                           1,669,779        2,426,862
   Net increase in loans                           (6,559,840)     (12,892,521)
   Purchases of premises and equipment                (70,331)      (1,105,561)
                                                  ------------     ------------ 

               Total Cash Used by Investing 
                  Activities                       (4,798,309)     (12,701,473)
                                                  ------------     ------------

Increase in Cash and Cash Equivalents               3,705,117          232,969

Beginning Cash and Cash Equivalents                 8,482,901       10,259,058
                                                  ------------     ------------

Ending Cash and Cash Equivalents                  $12,188,018      $10,492,027
                                                  ============     ============

Supplemental Data
   Interest paid                                  $ 4,830,217      $ 4,534,961
   Capitalized interest                                     -            3,269
   Taxes paid                                         821,031          886,942






See notes to consolidated financial statements.
<PAGE>

                                                                   Page 8 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                 Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)

                                               Three Months Ended September 30,
                                                    1997             1996
                                                    ----             ----

Cash Provided by Operations                       $   744,851      $  441,670

Cash Provided by Financing Activities
   Net increase in demand deposits
      and interest bearing transaction accounts       851,471       2,210,921
   Net increase (decrease) in savings and money
      market deposits                                (248,993)        384,541
   Net increase in certificates of deposit            938,246       2,979,252
   Sale of stock                                      369,155         130,456
   Dividends paid                                    (394,226)       (286,709)
                                                  ------------     ------------

               Total Cash Provided by Financing
                  Activities                        1,515,653       5,418,461

Cash Used in Investing Activities
   Purchase of securities                            (499,927)              -
   Maturity of securities                             253,876         316,092
   Net increase in loans                           (2,268,272)     (2,423,064)
   Purchases of premises and equipment                (16,003)       (256,270)
                                                  ------------    ------------

               Total Cash Used by Investing 
                  Activities                       (2,530,326)     (2,363,242)
                                                  ------------    ------------ 

Increase (Decrease) in Cash and Cash Equivalents     (269,822)      3,496,889

Beginning Cash and Cash Equivalents                12,457,840       6,998,590
                                                  ------------    ------------ 

Ending Cash and Cash Equivalents                  $12,188,018     $10,495,479
                                                  ============    ============

Supplemental Data
   Interest paid                                  $ 1,626,017     $ 1,538,051
   Taxes paid                                         237,011         278,930









See notes to consolidated financial statements.
<PAGE>

                                                                   Page 9 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                   Notes to Consolidated Financial Statements

                               September 30, 1997


1.       Basis of Presentation

                  The accompanying consolidated financial statements and related
         notes of  Benchmark  Bankshares,  Inc.  and its  subsidiary,  Benchmark
         Community  Bank,  were  prepared by  management,  which has the primary
         responsibility  for the  integrity of the  financial  information.  The
         statements  have been prepared in conformity  with  generally  accepted
         accounting  principles  appropriate  in the  circumstances  and include
         amounts that are based on management's best estimates and judgments.

                  In  meeting  its  responsibilities  for  the  accuracy  of its
         financial  statements,  management  relies  on the  Company's  internal
         accounting  controls.  The system provides  reasonable  assurances that
         assets are  safeguarded  and  transactions  are  recorded to permit the
         preparation of appropriate financial information.

                  The interim period  financial  information  included herein is
         unaudited;   however,   such   information   reflects  all  adjustments
         (consisting solely of normal recurring adjustments),  which are, in the
         opinion of management,  necessary to a fair  presentation  of financial
         position,  results of operation,  and changes in financial position for
         the interim periods herein reported.

2.       Significant Accounting Policies and Practices

                  The accounting policies and practices of Benchmark Bankshares,
         Inc. conform to generally  accepted  accounting  principles and general
         practice within the banking  industry.  Certain of the more significant
         policies and practices follow:

         (a)      The consolidated financial statements of Benchmark Bankshares,
                  Inc.  and its wholly  owned  subsidiary,  Benchmark  Community
                  Bank,  include the  accounts of both  companies.  All material
                  inter-company  balances and transactions  have been eliminated
                  in consolidation.

         (b)      Investment  Securities.  Pursuant to guidelines established in
                  FAS 115,  the Company has elected to classify a portion of its
                  current  portfolio  as  securities  available-for-sale.   This
                  category refers to investments  that are not actively  traded,
                  but are not  anticipated by management to be held to maturity.
                  Typically,  these  types of  investments  will be  utilized by
                  management  to  meet  short-term   asset/liability  management
                  needs. The remainder of the portfolio is classified as held to
                  maturity.   This  category  refers  to  investments  that  are
                  anticipated by management to be held until they mature.

                  For  purposes of  financial  statement  reporting,  securities
                  classified  as  available-for-sale  are to be reported at fair
                  market  value  (net of any tax  effect)  as of the date of the
                  statements; however, unrealized holding gains or losses are to
                  be excluded  from  earnings  and reported as a net amount in a
                  separate  component of  shareholders'  equity until  realized.
                  Securities  classified  as held to  maturity  are  recorded at
                  cost.  The resulting  book value ignores the impact of current
                  market trends.

<PAGE>


                                                                  Page 10 of 17


         (c)      Loans.   Interest  on  loans  is  computed  by  methods  which
                  generally result in level rates of return on principal amounts
                  outstanding  (simple  interest).  Unearned interest on certain
                  installment  loans is  recognized  as income using the rule of
                  78's  method,  which  materially  approximates  the  effective
                  interest method. Loan fees and related costs are recognized as
                  income and  expense in the year the fees are charged and costs
                  incurred.

         (d)      Allowance  for Loan Losses.  The  allowance for loan losses is
                  increased by  provisions  charged to expense and  decreased by
                  loan losses net of  recoveries.  The provision for loan losses
                  is based on the Bank's loan loss  experience and  management's
                  detailed review of the loan portfolio which considers economic
                  conditions,  prior  loan loss  experience,  and other  factors
                  affecting the  collectivity  of loans.  Accrual of interest is
                  discontinued on loans past due 90 days or more when collateral
                  is inadequate to cover  principal and interest or  immediately
                  if  management   believes,   after  considering  economic  and
                  business   conditions   and  collection   efforts,   that  the
                  borrower's  financial  condition  is such that  collection  is
                  doubtful.

         (e)      Premises and  Equipment.  Premises and equipment are stated at
                  cost less accumulated  depreciation.  Depreciation is computed
                  generally by the straight line basis over the estimated useful
                  lives of the assets.  Additions to premises and  equipment and
                  major  betterments and  replacements are added to the accounts
                  at cost.  Maintenance and repairs and minor  replacements  are
                  expensed as  incurred.  Gains and losses on  dispositions  are
                  reflected in current earnings.

         (f)      Depreciation.  For financial reporting, property and equipment
                  are depreciated using the straight line method; for income tax
                  reporting,    depreciation   is   computed   using   statutory
                  accelerated methods.  Leasehold  improvements are amortized on
                  the straight  line method over the  estimated  useful lives of
                  the improvements.  Income taxes in the accompanying  financial
                  statements reflect the depreciation  method used for financial
                  reporting  and,  accordingly,  include  a  provision  for  the
                  deferred  income  tax  effect of  depreciation  which  will be
                  recognized in different periods for income tax reporting.

         (g)      Earnings Per Share

                           Earnings per share were computed by using the average
                  shares outstanding for each period presented. The 1997 average
                  shares have been  adjusted  to reflect the sale of  17,818.008
                  shares of the  Company's  common  stock  through the  dividend
                  reinvestment plan and 1,700 shares exercised from the employee
                  stock  option plan  during the first nine months of 1997.  The
                  1996 average  shares have been adjusted to reflect the sale of
                  8,631  shares  through the  dividend  reinvestment  program on
                  January 25, 1996 and  7,673.88  shares on July 25,  1996.  The
                  average shares of outstanding  stock for the first nine months
                  of 1997 and  1996  were  1,461,088.885  shares  and  1,447,854
                  shares, respectively.

                           As of September 30, 1997, the Company had outstanding
                  granted   options  to  purchase  73,750  shares  of  Benchmark
                  Bankshares,  Inc.  stock to employees and directors  under two
                  separate  incentive  stock  plans.  Based on  current  trading
                  values of the  stock,  the stock  options  are not  considered
                  materially  dilutive;  therefore,  the Company's  earnings per
                  share are reported as a simple capital structure.

<PAGE>




                                                                  Page 11 of 17


         (h)      Cash and Cash Equivalents

                  The term cash as used in the Condensed  Consolidated Statement
                  of  Cash  Flows  refers  to  all  cash  and  cash   equivalent
                  investments.  For  purposes of the  statement,  Federal  Funds
                  sold,  which have a one day maturity,  are  classified as cash
                  equivalents.

         (i)      The table below  reflects  the  components  of the Net 
                  Deferred Tax Asset account as of September 30, 1997:

                     Deferred tax assets resulting from loan
                       loss reserves                           $406,255
                     Deferred tax liabilities resulting from
                       depreciation                             (83,995)
                     Unrealized securities losses               (76,811)

                     Net Deferred Tax Asset                    $245,449





<PAGE>



                                                                  Page 12 of 17


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

              The following is management's discussion and analysis
         of  certain   significant  factors  which  have  affected  the
         Company's  financial position and operating results during the
         periods  included  in  the  accompanying  condensed  financial
         statements.

         Nine Months Ending September 30:  1997 Versus 1996

         Earnings Summary

              Net income of $1,925,133 for the first nine months of
         1997  increased  $92,091 or 5.02% as compared to net income of
         $1,833,042  earned  during  the  first  nine  months  of 1996.
         Earnings per share of $1.32 as of September 30, 1997 increased
         $.05  over  the  September  30,  1996  level  of  $1.27.   The
         annualized  return on average  assets of 1.65%  decreased 3.5%
         while  the  annualized  return  on  average  equity  of 16.70%
         decreased  9.23% when comparing first nine months 1997 results
         with those of first nine months 1996.

              The increase in earnings  reflects a continued growth
         in loans and deposits with a favorable interest rate spread.

         Interest Income and Interest Expense

              Total interest  income of  $10,180,389  for the first
         nine months of 1997 increased  $769,396 or 8.17% over interest
         income of $9,410,993  recorded during the first nine months of
         1996.  The major area of increase  was in interest and fees on
         loans,  which was a direct  result from the growth of the loan
         portfolio.  Since loan growth exceeded  deposit growth for the
         period, management had reduced the amount of funds invested in
         both short and  long-term  investments.  This  strategy led to
         higher yields on assets.

              Total  interest  expense in the first nine  months of
         1997 increased to a level of  $4,853,985.  This amounted to an
         increase of $289,267  or 6.33% over the level  reached  during
         the first  nine  months of 1996.  This  increase  in  interest
         expense resulted from deposit growth.

         Provision for Loan Losses

              While  the  Company's  loan  loss  experience   ratio
         remains  low,  management  continues  to set aside  increasing
         provisions  to the loan loss  reserve.  During  the first nine
         months of 1997,  the Bank  increased  the loan loss reserve by
         $145,614 to a level of $1,349,480 or 1.06% of the  outstanding
         loan balance.

              At year end  1996,  the  reserve  level  amounted  to
         $1,170,984  or 1.00% of the  outstanding  loan  balance net of
         unearned interest.

         Non-Accrual Loans

              Non-accrual loans consist of loans accounted for on a
         non-accrual basis. These loans are maintained on a non-accrual
         status because of deterioration in the financial  condition of
         the  borrower or payment in full of  principal  or interest is
         not  expected or principal or interest has been in default for
         a period  of 90 days or more  unless  the  asset is both  well
         secured and in the process of collection.

              As of September 30, 1997, the Bank had 2,452,841 or 1.93% 
         of the loan portfolio classified as non-accrual loans.
<PAGE>
                                                                  Page 13 of 17


         Non-Interest Income and Non-Interest Expense

              Non-interest  income of $442,134 increased $18,057 or
         4.25% for the first  nine  months of 1997 as  compared  to the
         level of  $424,077  reached  during the first  nine  months of
         1996. The increase primarily resulted from an increase in fees
         collected on deposit accounts.

              Non-interest expense of $2,690,367 increased $263,325
         or 10.84% for the first nine months of 1997 as compared to the
         level of  $2,427,042  reached  during the first nine months of
         1996 as  increases  in salaries due to staffing the new office
         were offset by a decrease in other operating expenses.

         Off Balance Sheet Instruments/Credit Concentrations

              The Company is a party to financial  instruments with
         off  balance  sheet risk in the normal  course of  business to
         meet  the  financing  needs  of its  customers.  Unless  noted
         otherwise,  the Company does not require  collateral  or other
         security  to  support  these  financial  instruments.  Standby
         letters of credit are  conditional  commitments  issued by the
         Company to guarantee the  performance of a customer to a third
         party. Those guarantees are primarily issued to facilitate the
         transaction of business  between these parties where the exact
         financial  amount of the  transaction is unknown,  but a limit
         can be projected.  The credit risk involved in issuing letters
         of  credit  is  essentially  the  same  as  that  involved  in
         extending loan facilities to customers. There is a fee charged
         for this service.

              As of  September  30, 1997,  the Bank had  $1,250,478
         outstanding letters of credit.  These instruments are based on
         the  financial  strength  of the  customer  and  the  existing
         relationship between the Company and the customer.
         The maturities of these instruments are as follows:

                        1998                      $658,978
                        1999                        26,000
                        2000                             -
                        2001                       565,500

         Liquidity

              As of the  end of the  first  nine  months  of  1997,
         $49,997,185  or  39.39%  of gross  loans  will  mature  or are
         subject to repricing  within one year.  These loans are funded
         in part by $13,277,452 in  certificates of deposit of $100,000
         or more of which $6,854,679 mature in one year or less.

              Currently,  the Bank has a maturity average ratio for
         the next  twelve  months of 65.70% when  comparing  assets and
         deposits.

              At year end  1996,  $51,388,029  or  47.24%  of gross
         loans were  scheduled  to mature or were  subject to repricing
         within one year and  $13,829,055  in  certificates  of deposit
         were scheduled to mature during 1997.

         Capital Adequacy

              Total shareholder equity was $16,369,865 or 10.26% of
         total  assets as of  September  30,  1997.  This  compared  to
         $14,361,673 or 9.52% of total assets as of December 31, 1996.

<PAGE>


                                                                  Page 14 of 17


              Primary capital  (shareholders' equity plus loan loss
         reserves) of $17,719,345  represents 11.10% of total assets as
         of September 30, 1997 as compared to  $15,565,539 or 10.31% of
         total assets as of December 31, 1996.

              The increase in the equity position resulted from the
         sale of  additional  stock  through the Dividend  Reinvestment
         Program as well as a  significant  increase in earnings in the
         first nine  months of 1997  versus  the first  nine  months of
         1996.



<PAGE>



                                                                  Page 15 of 17


         Three Months Ending September 30:  1997 Versus 1996

                  The same operating policies and philosophies  discussed in the
         nine month  discussion were prevalent  throughout the third quarter and
         the operating results were predictably similar.

         Earnings Summary

                  Net income of $623,190 for the third quarter of 1997 decreased
         $12,899 or 2.02% as compared to the  $636,089  earned  during the third
         quarter of 1996.  Earnings  per share of $.43 for the third  quarter of
         1997 decreased $.01 or 2.27% when compared to the corresponding  period
         in 1996.  The  annualized  return on  average  assets was 1.57% and the
         return on average equity was 15.83% for the third quarter of 1997. This
         compares to a return on average  assets of 1.7% and a return on average
         equity of 18.6% for the same period in 1996.

                  The  decreased  earnings  reflect an increase in the loan loss
         provision and an increase in operating cost during the third quarter.

         Interest Income and Interest Expense

                  Total  interest  income of $3,478,902 for the third quarter of
         1997  increased  $254,952  or 7.90% from the total  interest  income of
         $3,223,950 for the corresponding quarter in 1996. The increase resulted
         from growth in the loan portfolio.  Interest and fees on loans amounted
         to $3,123,813.  This  represented an increase of $216,312 or 7.43% over
         the corresponding period in 1996.

                  Interest  expense  for the  third  quarter  of 1997  increased
         $171,833  or 10.98%  over the same  period  in 1996.  The  increase  in
         interest  expense  reflected the deposit growth within the Bank's trade
         area.

         Provisions for Loan Losses

                  During the third quarter,  the demand for loans was strong and
         the level of quality  loans  continued to increase.  During the period,
         the Bank  provided an  additional  $147,784 to the reserve  through its
         provision for loan loss.

         Loans and Deposits

                  During the third quarter of 1997, net loans grew $4,254,264 or
         3.51%.  This  growth  resulted  from the  continued  strong loan demand
         experienced throughout the Company's trade area.

                  Deposits  increased by $2,314,256 or 1.65% for the three month
         period ending  September 30, 1997.  Management feels that the growth in
         deposits has resulted from an increase in the size of the trade area as
         well as further penetration into existing market areas.



<PAGE>



                                                                  Page 16 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                               September 30, 1997


         Part II  Other Information

         Item 1            Legal Proceedings

                                    None

         Item 2            Changes in Securities

                                    None

         Item 3            Defaults Upon Senior Securities

                                    None

         Item 4            Submission of Matters to a Vote of Security Holders

                                    None

         Item 5            Other Information

                                    None

         Item 6            Report on Form 8-K

                                    No  reports  on Form  8-K  have  been  filed
                           during the quarter ended September 30, 1997.


<PAGE>



                                                                  Page 17 of 17


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                               September 30, 1997


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                           Benchmark Bankshares, Inc.
                                  (Registrant)




Date:  October 20, 1997                                     Ben L. Watson, III
                                                            ------------------
                                                             President & CEO






Date:  October 20, 1997                                     Janice C. Whitlow
                                                            -----------------
                                                          Cashier and Treasurer



<TABLE> <S> <C>


<ARTICLE>                                            9
<MULTIPLIER>                                         1
<CURRENCY>                       $
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-30-1997
<EXCHANGE-RATE>                                          1
<CASH>                                           4,845,018
<INT-BEARING-DEPOSITS>                                   0
<FED-FUNDS-SOLD>                                 7,343,000
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                     13,621,022
<INVESTMENTS-CARRYING>                           3,104,450
<INVESTMENTS-MARKET>                            16,580,275
<LOANS>                                        126,628,165
<ALLOWANCE>                                      1,349,480
<TOTAL-ASSETS>                                 159,520,019
<DEPOSITS>                                     142,099,069
<SHORT-TERM>                                             0
<LIABILITIES-OTHER>                                      0
<LONG-TERM>                                              0
                                    0
                                              0
<COMMON>                                           308,471
<OTHER-SE>                                      16,061,394
<TOTAL-LIABILITIES-AND-EQUITY>                 159,520,019
<INTEREST-LOAN>                                  9,133,353
<INTEREST-INVEST>                                1,047,036
<INTEREST-OTHER>                                         0
<INTEREST-TOTAL>                                10,180,389
<INTEREST-DEPOSIT>                               4,853,985
<INTEREST-EXPENSE>                               4,853,985
<INTEREST-INCOME-NET>                            5,326,404
<LOAN-LOSSES>                                      293,979
<SECURITIES-GAINS>                                  (1,468)
<EXPENSE-OTHER>                                  2,690,367
<INCOME-PRETAX>                                  2,784,192
<INCOME-PRE-EXTRAORDINARY>                       2,784,192
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     1,925,133
<EPS-PRIMARY>                                         1.32
<EPS-DILUTED>                                         1.32
<YIELD-ACTUAL>                                        5.61
<LOANS-NON>                                      2,452,841
<LOANS-PAST>                                       470,501
<LOANS-TROUBLED>                                         0
<LOANS-PROBLEM>                                  9,322,660
<ALLOWANCE-OPEN>                                 1,203,866
<CHARGE-OFFS>                                      248,254
<RECOVERIES>                                       199,890
<ALLOWANCE-CLOSE>                                1,349,480
<ALLOWANCE-DOMESTIC>                             1,349,480
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                          1,349,480
        


</TABLE>


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