BENCHMARK BANKSHARES INC
10QSB, 1998-07-22
STATE COMMERCIAL BANKS
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                                                                   Page 1 of 16


                                   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 6-month period ended June 30, 1998.

[  ]  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                                          54-1380808
(State or Other Jurisdiction of                            (IRS 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:

                                  2,972,902.537


<PAGE>



                                                                    Page 2 of 16


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                           Part I - Table of Contents

                                  June 30, 1998


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



<PAGE>



                                                                    Page 3 of 16

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet


                                               (Unaudited)         (Audited)
                                                 June 30,         December 31,
                                                  1998               1997
                                                  ----               ----

Assets
   Cash and due from banks                     $  5,119,971       $  4,595,094
   Securities
      Federal Agency obligations                 10,720,147          9,007,268
      State and municipal obligations             9,272,541          8,915,548
      Other securities                              137,000            137,000
      Federal funds sold                         14,374,000          5,353,000

   Loans                                        128,920,812        127,110,962
      Less
         Unearned interest and fees                (285,201)          (297,097)
         Loan loss reserve                       (1,494,341)        (1,391,424)
                                               -------------      -------------

               Net Loans                        127,141,270        125,422,441

   Premises and equipment - net                   3,164,195          2,997,866
   Accrued interest receivable                    1,398,803          1,236,384
   Deferred income taxes                            314,026            266,401
   Other real estate                                531,234            533,234
   Other assets                                     701,452            270,659
                                               -------------      -------------

               Total Assets                    $172,874,639       $158,734,895
                                               =============      =============




<PAGE>



                                                                    Page 4 of 16

                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                           Consolidated Balance Sheet


                                                  (Unaudited)       (Audited)
                                                    June 30,       December 31,
                                                     1998              1997
                                                     ----              ----
Liabilities and Stockholders' Equity
   Deposits
      Demand (noninterest-bearing)               $ 16,073,354      $ 13,859,115
      NOW accounts                                 18,814,975        15,707,189
      Money market accounts                         6,909,693         6,564,365
      Savings                                       9,370,741         8,320,696
      Time, $100,000 and over                      14,052,703        12,370,092
      Other time                                   88,346,350        83,920,648
                                                 -------------     -------------

               Total Deposits                     153,567,816       140,742,105

   Accrued interest payable                           730,706           708,315
   Accrued income tax payable                               -            49,867
   Dividends payable                                  447,630           440,824
   Other liabilities                                  183,155           141,512
                                                 -------------     -------------

               Total Liabilities                  154,929,307       142,082,623

Stockholders' Equity
   Common stock, par value $.21 per share,  
      authorized 4,000,000 shares; issued and
      outstanding 06-30-98, 2,972,902.537, issued
      and outstanding 12-31-97, 2,942,811.048         626,682           617,990
   Capital surplus                                  4,099,190         3,667,557
   Retained earnings                               13,057,131        12,189,180
   Accumulated other comprehensive income,
      net of tax                                      162,329           177,545
                                                 -------------     -------------

               Total Stockholders' Equity          17,945,332        16,652,272
                                                 -------------     -------------

               Total Liabilities and 
                  Stockholders' Equity           $172,874,639      $158,734,895
                                                 =============     ============

Note:  The balance sheet at December 31, 1997 has been derived from the
           audited financial statements at that date.










See notes to consolidated financial statements.
<PAGE>


                                                                    Page 5 of 16
                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                        Consolidated Statement of Income

                                   (Unaudited)

                                                 Six Months Ended June 30,
                                                   1998             1997
                                                   ----             ----
Interest Income
   Interest and fees on loans                   $6,179,302       $6,009,540
   Interest on U. S. Government obligations        337,173          262,275
   Interest on State and municipal obligations     231,809          258,041
   Interest on Federal funds sold                  240,092          169,021
   Interest on other securities                      2,610            2,610
                                                -----------      -----------

               Total Interest Income             6,990,986        6,701,487

Interest Expense
   Interest on deposits                          3,357,053        3,207,044
                                                -----------      -----------

Net Interest Income                              3,633,933        3,494,443
Provision for Loan Losses                          147,950          146,195
                                                -----------      -----------

               Net Interest Income after 
                  Provision                      3,485,983        3,348,248

Noninterest Income
   Service charges, commissions, and fees
      on deposits                                  209,338          192,894
   Other operating income                           67,481           85,903
   (Losses) on sale of securities                     (436)          (1,234)
                                                -----------      -----------

               Total Noninterest Income            276,383          277,563

Noninterest Expense
   Salaries and wages                              993,618          948,228
   Employee benefits                               221,379          178,426
   Occupancy expenses                               99,947          103,606
   Furniture and equipment expense                  74,019           72,633
   Other operating expenses                        447,557          441,139
                                                -----------      ------------

               Total Noninterest Expense         1,836,520        1,744,032
                                                -----------      ------------

Net Income before Taxes                          1,925,846        1,881,779
Income Taxes                                       609,386          579,836
                                                -----------      -----------

Net Income                                       1,316,460        1,301,943

Other Comprehensive Income, Net of Tax
   Unrealized holding gains arising during 
      period                                       162,329           62,172
                                                -----------      -----------

Comprehensive Income                            $1,478,789       $1,364,115
                                                ===========      ===========

Net Income per Share                            $     0.44       $     0.45  (1)
                                                ===========      ===========    

(1) Adjusted for a 2 for 1 stock split on October 2, 1997.

See notes to consolidated financial statements.
<PAGE>

                                                                    Page 6 of 16
                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                        Consolidated Statement of Income

                                   (Unaudited)

                                                 Three Months Ended June 30,
                                                   1998              1997
                                                   ----              ----
Interest Income
   Interest and fees on loans                   $3,091,056       $3,031,502
   Interest on U. S. Government obligations        172,874          130,896
   Interest on State and municipal obligations     114,648          122,757
   Interest on Federal funds sold                  155,766          109,952
   Interest on other securities                      2,610            2,610
                                                -----------      -----------

               Total Interest Income             3,536,954        3,397,717

Interest Expense
   Interest on deposits                          1,709,439        1,628,074
                                                -----------      -----------

Net Interest Income                              1,827,515        1,769,643
Provision for Loan Losses                           70,492           87,389
                                                -----------      ----------- 

               Net Interest Income after 
                  Provision                      1,757,023        1,682,254

Noninterest Income
   Service charges, commissions, and fees on
      Deposits                                     108,655           98,172
   Other operating income                           30,709           37,082
   (Losses) on sale of securities                     (222)            (662)
                                                -----------      -----------

               Total Noninterest Income            139,142          134,592

Noninterest Expense
   Salaries and wages                              489,972          480,135
   Employee benefits                                99,397           69,862
   Occupancy expenses                               50,650           49,157
   Furniture and equipment expense                  42,812           37,312
   Other operating expenses                        245,436          235,875
                                                -----------      -----------

               Total Noninterest Expense           928,267          872,341
                                                -----------      -----------

Net Income before Taxes                            967,898          944,505
Income Taxes                                       305,541          292,529
                                                -----------      -----------

Net Income                                         662,357          651,976

Other Comprehensive Income, Net of Tax
   Unrealized holding gains arising during 
      period                                        14,034          101,512
                                                -----------      -----------

Comprehensive Income                            $  676,391       $  753,488
                                                ===========      ===========

Net Income per Share                            $     0.22       $     0.23  (1)
                                                ===========      ===========    

(1) Adjusted for a 2 for 1 stock split on October 2, 1997.

See notes to consolidated financial statements.
<PAGE>

                                                                    Page 7 of 16


                                        Form 10-QSB

                                 Benchmark Bankshares, Inc.

                       Condensed Consolidated Statement of Cash Flows

                                        (Unaudited)


                                                    Six Months Ended June 30,
                                                     1998              1997
                                                     ----              ----

Cash Provided by Operations                      $   944,958        $1,255,472

Cash Provided by Financing Activities
   Net increase in demand deposits and interest-
      bearing transaction accounts                 5,322,025         2,040,780
   Net increase in savings and money market
      deposits                                     1,395,373           850,359
   Net increase in certificates of deposit         6,108,313         2,307,388
   Net sale of stock                                 440,325           180,433
   Dividends paid                                   (440,824)         (391,510)
                                                 ------------       -----------

               Total Cash Provided by Financing
                  Activities                      12,825,212         4,987,450

Cash Used in Investing Activities
   Purchase of securities                         (7,184,085)         (161,860)
   Sale of securities                                 91,368           823,870
   Maturity of securities                          5,000,000         1,415,903
   Increase in loans net of collections           (1,866,779)       (4,291,568)
   Purchase of premises and equipment               (264,797)          (54,328)
                                                 ------------       -----------

               Total Cash (Used) by Investing 
                  Activities                      (4,224,293)       (2,267,983)
                                                 ------------       -----------

Increase in Cash and Cash Equivalents            $ 9,545,877        $3,974,939
                                                 ============       ===========


















See notes to consolidated financial statements.
<PAGE>


                                                                    Page 8 of 16


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                 Condensed Consolidated Statement of Cash Flows

                                   (Unaudited)

                                                   Three Months Ended June 30,
                                                     1998              1997
                                                     ----              ----

Cash Provided by Operations                      $    37,143        $  192,928

Cash Provided by Financing Activities
   Net increase in demand deposits and interest-
      bearing transaction accounts                 2,642,967           887,315
   Net increase (decrease) in savings and money
      market deposits                                161,969          (365,509)
   Net increase in certificates of deposit         2,695,157           251,726
   Net sale of stock                                 136,096              (347)
                                                 ------------       -----------

               Total Cash Provided by Financing
                  Activities                       5,636,189           773,185

Cash Used in Investing Activities
   Purchase of securities                         (3,644,085)         (161,860)
   Sale of securities                                 56,199                 -
   Maturity of securities                          2,750,251         1,003,323
   Increase in loans net of collections             (614,684)       (2,059,073)
   Purchase of premises and equipment               (151,093)           (4,488)
                                                 ------------       -----------

               Total Cash (Used) by Investing 
                  Activities                      (1,603,412)       (1,222,098)
                                                 ------------       -----------

Increase (Decrease) in Cash and Cash 
   Equivalents                                   $ 4,069,920        $ (255,985)
                                                 ============       ===========




















See notes to consolidated financial statements.
<PAGE>


                                                                    Page 9 of 16


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                   Notes to Consolidated Financial Statements

                                  June 30, 1998


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 16


         (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 average shares of
                  outstanding  stock for the  first six  months of 1998 and 1997
                  were 2,962,420.814 and 2,920,148.508 shares, respectively.

                  The  Company  has a  stock  option  plan  for  its  directors,
                  officers,  and  employees.  As of June 30,  1998,  there  were
                  128,716   share   options  that  had  been  granted  but  were
                  unexercised. 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 16


         (h) The table below  reflects  the  components  of the Net Deferred Tax
             Asset account as of June 30, 1998:

                Deferred tax assets resulting from loan
                    loss reserves                                 $456,092
                Deferred tax liabilities resulting from
                Depreciation                                       (93,658)
                Unrealized securities losses                       (83,624)
                Deferred compensation                               35,216
                                                                  ---------

                         Net Deferred Tax Asset                   $314,026
                                                                  =========





<PAGE>



                                                                   Page 12 of 16


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

                  Six Months Ending June 30:  1998 Versus 1997

                  Earnings Summary

                           Net income of $1,316,460  for the first six months of
                  1998  increased  $14,517 or 1.12% as compared to net income of
                  $1,301,943  earned  during  the  first  six  months  of  1997.
                  Earnings per share of $.44 as of June 30, 1998  decreased $.01
                  over the June 30, 1997 level of $.45. The annualized return on
                  average assets of 1.59%  decreased  5.92% while the annualized
                  return  on  average  equity of 15.22%  decreased  12.83%  when
                  comparing  first six months 1998  results  with those of first
                  six months 1997.

                           The  increase in  earnings  resulted  from  continued
                  growth  in loans;  however,  the rate of  return  declined  as
                  deposit  growth out paced loan  growth  resulting  in the Bank
                  holding  more highly  liquid  investments  which earn a lesser
                  rate of income than loans.

                  Interest Income and Interest Expense

                           Total interest income of $6,990,986 for the first six
                  months  of 1998  increased  $289,499  or 4.32%  over  interest
                  income of $6,701,487  recorded  during the first six months of
                  1997.  The major area of increase  was in interest and fees on
                  loans,  which was a direct  result from the growth of the loan
                  portfolio.  In addition,  interest from  investments was up as
                  deposit growth exceeded loan growth.

                           Total  interest  expense  in the first six  months of
                  1998 increased to a level of  $3,357,053.  This amounted to an
                  increase of $150,009  or 4.68% over the level  reached  during
                  the  first six  months  of 1997.  This  increase  in  interest
                  expense  resulted from deposit growth,  as well as the payment
                  of higher interest rates to meet market competition.

                  Provision for Loan Losses

                           While the Bank's loan loss  experience  ratio remains
                  low, management  continues to set aside increasing  provisions
                  to the loan loss reserve. During the first six months of 1998,
                  the Bank  increased  the loan loss  reserve by  $102,917  to a
                  level of $1,494,341 or 1.16% of the outstanding loan balance.

                           At year end  1997,  the  reserve  level  amounted  to
                  $1,391,424  or 1.10% of the  outstanding  loan  balance net of
                  unearned interest.

                  Non-Performing Loans

                           Non-performing  loans consist of loans  accounted for
                  on a non-accrual basis and loans which are contractually  past
                  due 90 days or more as to interest and/or  principal  payments
                  regardless  of the amount of  collateral  held. As of June 30,
                  1998, the Bank had $649,221 in non-performing  loans or .5% of
                  the loan portfolio.  The amount of non-secured loans in this 
                  category  amounted to $9,678.






<PAGE>

                                                                   Page 13 of 16


                  Noninterest Income and Noninterest Expense

                           Noninterest  income of $276,383  decreased  $1,180 or
                  .43% for the first six months of 1998 as compared to the level
                  of $277,563  reached  during the first six months of 1997. The
                  decrease resulted from a decrease in other operating income as
                  premiums  collected  on  life  insurance  for  loans  declined
                  38.78%.

                           Noninterest  expense of $1,836,520  increased $92,488
                  or 5.30% for the first six months of 1998 as  compared  to the
                  level of  $1,744,032  reached  during  the first six months of
                  1997.  The change  resulted  from  increases  in salaries  and
                  benefits due to the expanding staff needs.

                  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 Bank  does  not  require  collateral  or other
                  security  to  support  these  financial  instruments.  Standby
                  letters of credit are  conditional  commitments  issued by the
                  Bank 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 June 30, 1998, the Bank had $2,307,102 outstanding 
                  letters of credit.  These instruments are based on the 
                  financial strength of the customer and the existing 
                  relationship between the Bank and the customer.  Following  
                  are the maturities of these instruments as of June 30:

                                   1999        $  524,313
                                   2001         1,782,789


                  Liquidity

                           As of the  end of  the  first  six  months  of  1998,
                  $50,073,775  or  38.85%  of gross  loans  will  mature  or are
                  subject to repricing  within one year.  These loans are funded
                  in part by $14,052,703 in  certificates of deposit of $100,000
                  or more of which $6,242,437 mature in one year or less.

                           Currently,  the Bank has a maturity average ratio for
                  the next twelve months of 78.04% when comparing current assets
                  and current liabilities.

                           At year end  1997,  $49,319,432  or  39.58%  of gross
                  loans were  scheduled  to mature or were  subject to repricing
                  within one year and  $12,505,238  in  certificates  of deposit
                  were scheduled to mature during 1998.

                  Capital Adequacy

                           Total shareholder equity was $17,945,332 or 10.38% of
                  total assets as of June 30, 1998. This compared to $16,652,272
                  or 10.49% of total assets as of December 31, 1997.

                           Primary capital  (shareholders' equity plus loan loss
                  reserves) of $19,439,673  represents 11.24% of total assets as
                  of June 30, 1998 as compared to $18,043,696 or 11.37% of total
                  assets as of December 31, 1997.



<PAGE>



                                                                   Page 14 of 16


                           The increase in the equity position  resulted from an
                  increase  in  earnings  in the first six months of 1998 versus
                  the  first  six  months  of 1997 and an  increase  in  capital
                  through   the  sale  of  common   stock   from  the   dividend
                  reinvestment program and exercised employee stock options.

         Three Months Ending June 30:  1998 Versus 1997

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

         Earnings Summary

                  Net  income  of  $662,357  for  the  second  quarter  of  1998
         increased  $10,381 or 1.59% as compared to the $651,976  earned  during
         the second  quarter of 1997.  Earnings per share of $.22 for the second
         quarter  of  1998   decreased  $.01  or  4.35%  when  compared  to  the
         corresponding  period in 1997. The annualized  return on average assets
         was 1.56% and the  return on  average  equity was 14.92% for the second
         quarter of 1998.  This compares to a return on average  assets of 1.70%
         and a return on average equity of 17.70% for the same period in 1997.

                  The  increased   earnings  is  an  indication  of  the  growth
         experienced  during the second  quarter.  The  decline in the return on
         average  equity  reflects  the growth in equity  through  the  dividend
         reinvestment plan and the exercising of stock option grants at a faster
         rate than the increase in income.

         Interest Income and Interest Expense

                  Total interest  income of $3,536,954 for the second quarter of
         1998  increased  $139,237  or 4.10% from the total  interest  income of
         $3,397,717 for the corresponding quarter in 1997. The increase resulted
         primarily  from  growth  in  the  investment  portfolio.   Interest  on
         investments  amounted  to  $79,683.  This  represented  an  increase of
         $445,898 or 21.76% over the corresponding period in 1997.

                  Interest  expense  for the second  quarter  of 1998  increased
         $81,365 or 5.00% over the same period in 1997. The increase in interest
         expense  reflected  the current  economic  trend of increased  interest
         rates as well as steady deposit growth.

         Provision for Loan Losses

                  During the second quarter, the demand for loans was strong and
         the level of quality  loans  continued to increase.  During the period,
         the Bank  provided an  additional  $45,690 to the  reserve  through its
         provision for loan losses.

         Loans and Deposits

                  During the second  quarter of 1998,  net loans grew  $523,961.
         This  growth  is at a  somewhat  slower  growth  rate  than  previously
         experienced.  The  reduction  in growth has  resulted  from  aggressive
         competition from lenders in the trade area.

                  Deposits  increased by  $5,500,093  for the three month period
         ending June 30, 1998.  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 through the community
         bank operating concept.



<PAGE>



                                                                   Page 15 of 16


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                                  June 30, 1998


         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 June 30, 1998.


<PAGE>



                                                                   Page 16 of 16


                                   Form 10-QSB

                           Benchmark Bankshares, Inc.

                                  June 30, 1998


                                   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:  July 22, 1998                                       Ben L. Watson, III
                                                           ------------------
                                                           President and CEO






Date:  July 22, 1998                                       Janice C. Whitlow
                                                           -----------------
                                                           Cashier and Treasurer


<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<MULTIPLIER>                                   1
<CURRENCY>                                     $
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   JUN-30-1998
<EXCHANGE-RATE>                                          1
<CASH>                                           5,119,971
<INT-BEARING-DEPOSITS>                                   0
<FED-FUNDS-SOLD>                                14,374,000
<TRADING-ASSETS>                                         0
<INVESTMENTS-HELD-FOR-SALE>                     15,763,002
<INVESTMENTS-CARRYING>                           4,229,686
<INVESTMENTS-MARKET>                             4,233,364
<LOANS>                                        128,920,812
<ALLOWANCE>                                      1,494,341
<TOTAL-ASSETS>                                 172,874,639
<DEPOSITS>                                     153,567,816
<SHORT-TERM>                                             0
<LIABILITIES-OTHER>                              1,361,491
<LONG-TERM>                                              0
                                    0
                                              0
<COMMON>                                           626,682
<OTHER-SE>                                      17,318,650
<TOTAL-LIABILITIES-AND-EQUITY>                 172,874,639
<INTEREST-LOAN>                                  6,179,302
<INTEREST-INVEST>                                  811,681
<INTEREST-OTHER>                                         0
<INTEREST-TOTAL>                                   811,681
<INTEREST-DEPOSIT>                               3,357,053
<INTEREST-EXPENSE>                               3,357,053
<INTEREST-INCOME-NET>                            3,633,933
<LOAN-LOSSES>                                      147,950
<SECURITIES-GAINS>                                   (436)
<EXPENSE-OTHER>                                  1,836,520
<INCOME-PRETAX>                                  1,925,846
<INCOME-PRE-EXTRAORDINARY>                       1,925,846
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     1,316,460
<EPS-PRIMARY>                                          .44
<EPS-DILUTED>                                          .44
<YIELD-ACTUAL>                                        4.22
<LOANS-NON>                                        273,399
<LOANS-PAST>                                       375,822
<LOANS-TROUBLED>                                 1,053,592
<LOANS-PROBLEM>                                  9,187,985
<ALLOWANCE-OPEN>                                 1,391,424
<CHARGE-OFFS>                                      117,362
<RECOVERIES>                                        72,329
<ALLOWANCE-CLOSE>                                1,494,341
<ALLOWANCE-DOMESTIC>                             1,494,341
<ALLOWANCE-FOREIGN>                                      0
<ALLOWANCE-UNALLOCATED>                          1,404,341
        


</TABLE>


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