SWVA BANCSHARES INC
SC 13G/A, 2001-01-19
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

        INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
           13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
                                TO RULE 13d-2(b)
                               (Amendment No. 3)*

                              SWVA Bancshares, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   785040 10 6
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                October 19, 2000
               ---------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this schedule
is filed:

|X|  Rule 13d-1(b)

|_|  Rule 13d-1(c)

|_|  Rule 13d-1(d)


---------------------
* The  remainder of the cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

         The information  required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

                         (Continued on following pages)

                                Page 1 of 4 pages

<PAGE>
                                                               Page 2 of 4 Pages

CUSIP No. 785040 10 6                              Schedule 13G
          ------------                             ------------

1.       Name of Reporting Person
         S.S. or I.R.S. Identification Number of above person:

                      Southwest Virginia Savings Bank, FSB
                      Employee Stock Ownership Plan

2.       Check the appropriate box if a member of a group*

                  (a)   |X|                          (b)   |_|

3.       SEC Use Only

4.       Citizenship or Place of Organization:  Virginia
                                                --------

Number of Shares Beneficially Owned by Each Reporting Person with:

5.       Sole Voting Power:                                       0
                                                           -----------------

6.       Shared Voting Power:                                39,940
                                                           -----------------

7.       Sole Dispositive Power:                                  0
                                                           -----------------

8.       Shared Dispositive Power:                           39,940
                                                           -----------------

9.       Aggregate Amount Beneficially Owned by Each Reporting Person:
           39,940
           ------

10.      Check Box If The Aggregate Amount in Row (9) Excludes Certain
         Shares* |_|

11.      Percent of Class Represented by Amount in Row 9:  9.4%
                                                           ---

12.      Type of Reporting Person*: EP


                               * SEE INSTRUCTION
<PAGE>
                                                               Page 3 of 4 Pages


Item 1(a)         Name of Issuer:  SWVA Bancshares, Inc.
                  --------------   ---------------------

Item 1(b)         Address of Issuer's Principal Executive Offices:
                  -----------------------------------------------

                                    302 Second Street, S.W.
                                    Roanoke, Virginia  24011-1597

Item 2(a)         Name of Person Filing:
                  ---------------------

                                    Southwest Virginia Savings Bank, FSB
                                    Employee Stock Ownership Plan

Item 2(b)         Address of Principal Business Office:  Same as Item 1(b)
                  -------------------------------------  -----------------

Item 2(c)         Citizenship:  Virginia
                                --------

Item 2(d)         Title of Class of Securities:  Common Stock
                  ----------------------------   ------------

Item 2(e)         CUSIP Number:             785040 10 6
                  ------------              -----------

Item 3            Check whether the person filing is a:
                  ------------------------------------

Item 3(f)         X      Employee Benefit Plan, in accordance with
                -----    Rule 13d-1(b)(1)(ii)(F).

Item 3(j)         X      Group, in accordance with Rule 13d-
                -----    1(b)(1)(ii)(J).

Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable.

Item 4(a)         Amount Beneficially Owned:       39,940
                  -------------------------  ---------------

Item 4(b)         Percent of Class:  9.4%
                  ----------------   ---

Item 4(c)         Number of shares as to which such person has:
                  (i)      sole power to vote or to direct the vote      0
                                                                    ------
                  (ii)     shared power to vote or to direct the
                           vote                                     39,940
                                                                    ------
                  (iii)    sole power to dispose or to direct the
                           disposition of                                0
                                                                    ------
                  (iv)     shared power to dispose or to direct the
                           disposition of                           39,940
                                                                    ------


Item 5            Ownership of Five Percent or Less of Class:
                  ------------------------------------------

                                 Not applicable

Item 6            Ownership of More than Five Percent on Behalf of Another
                  --------------------------------------------------------
                  Person:
                  ------

                                 Not applicable
<PAGE>
                                                               Page 4 of 4 Pages

Item 7            Identification and Classification of the Subsidiary Which
                  ---------------------------------------------------------
                  Acquired the Security Being Reported on by the Parent
                  -----------------------------------------------------
                  Holding Company.
                  ---------------

                                 Not applicable

Item 8            Identification and Classification of Members of the
                  ---------------------------------------------------
                  Group.
                  -----

                  This  Schedule  13G is being  filed on behalf of the  Employee
                  Stock  Ownership Plan ("ESOP")  identified in Item 2(a) by the
                  ESOP Committee and the ESOP Trustee both filing under the Item
                  3(f) and 3(j) classifications. Exhibit A contains a disclosure
                  of the voting and dispositive powers over shares of the issuer
                  held directly by these entities exclusive of those shares held
                  by the  ESOP as well as  identification  of  members  of these
                  groups.

Item 9            Notice of Dissolution of Group.
                  ------------------------------

                                 Not applicable

Item 10           Certification.
                  -------------

                  By signing  below, I certify that, to the best of my knowledge
                  and belief, the securities  referred to above were acquired in
                  the ordinary  course of business and were not acquired for the
                  purpose  of  and  do  not  have  the  effect  of  changing  or
                  influencing  the control of the issuer of such  securities and
                  were not acquired in connection  with or as a  participant  in
                  any transaction having such purpose or effect.

<PAGE>


SIGNATURE:

         After reasonable inquiry and to the best of my knowledge and belief, as
a member of the ESOP Committee, I certify that the information set forth in this
statement is true, complete and correct.



---------------------------------------------------   ----------------
B.L. Rakes, as ESOP Committee member                      Date



/s/Michael M. Kessler                                    01/18/01
---------------------------------------------------   ----------------
Michael M. Kessler, as ESOP Committee member              Date



/s/F. Courtney Hoge                                      01/18/01
---------------------------------------------------   ---------------
F. Courtney Hoge, as ESOP Committee member                Date




<PAGE>



SIGNATURE:

         After reasonable inquiry and to the best of my knowledge and belief, as
a member of the ESOP Trustee,  I certify that the  information set forth in this
statement is true, complete and correct.



/s/Michael M. Kessler                                   01/18/01
---------------------------------------        ------------------------
Michael M. Kessler, as ESOP Trustee                       Date



/s/James H. Brock                                       01/18/01
---------------------------------------        ------------------------
James H. Brock, as ESOP Trustee                           Date



/s/Glen C. Combs                                        01/18/01
---------------------------------------        ------------------------
Glen C. Combs, as ESOP Trustee                            Date



<PAGE>


Exhibit A
---------

                       Identification of Members of Group
                       ----------------------------------

         Shares of common  stock of the issuer are held in trust for the benefit
of participating  employees by the ESOP Trustee.  The ESOP Trustee shares voting
and  dispositive  power with the ESOP  Committee.  By the terms of the ESOP, the
ESOP  Trustee  votes  stock  allocated  to  participant  accounts as directed by
participants.  Stock held by the Trust,  but not yet  allocated  is voted by the
ESOP  Trustee  as  directed  by the  ESOP  Committee.  Investment  direction  is
exercised  by the ESOP  Trustee  as  directed  by the ESOP  Committee.  The ESOP
Committee and the ESOP Trustee share voting and  dispositive  power with respect
to  the  unallocated  stock  held  by  the  ESOP  pursuant  to  their  fiduciary
responsibilities  under Section 404 of the Employee  Retirement  Income Security
Act of 1974, as amended.

         Members of the ESOP Committee and their beneficial  ownership of shares
of common stock of the issuer  exclusive of membership on the ESOP Committee and
of shares beneficially owned as a Participant in the ESOP are as follows:

                           Beneficial                 Beneficial Ownership
    Name                   Ownership (1)              as ESOP Participant
--------------------------------------------------------------------------------

B. L. Rakes                   42,118                        3,083
Michael M. Kessler             9,966                          -0-
F. Courtney Hoge               8,612                          -0-

         The ESOP  Trustee and their  beneficial  ownership  of shares of common
stock of the issuer  exclusive  of  responsibilities  as a ESOP  Trustee  are as
follows:

                           Beneficial                 Beneficial Ownership
    Name                   Ownership (1)              as ESOP Participant
--------------------------------------------------------------------------------
Michael M. Kessler             9,966                          -0-
James H. Brock                 9,144                          -0-
Glen C. Combs                 15,112                          -0-

---------------
(1)      Beneficial ownership as of December 31, 2000. Includes shares of common
         stock of issuer  owned in  conjunction  with family  members.  The ESOP
         Committee  and ESOP  Trustee(s)  disclaim  ownership of these shares in
         conjunction  with the exercise of their fiduciary  duties as members of
         the ESOP Committee and ESOP Trustee.



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