UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 14, 2004
                                   -----------


                       CITIZENS BANCORP OF VIRGINIA, INC.
             (Exact name of registrant as specified in its charter)



          Virginia                   000-50576                  20-0469337
(State or other jurisdiction  (Commission File Number)        (IRS Employer
      of incorporation)                                    Identification No.)

             126 South Main Street
              Blackstone, Virginia                       23824
    (Address of principal executive offices)          (Zip Code)

       Registrant's telephone number, including area code: (434) 292-7221

                                 Not Applicable
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


Item 2.02         Results of Operations and Financial Condition.

         On October 14, 2004,  the Registrant  issued a press release  reporting
its  financial  results for the period ended  September  30, 2004. A copy of the
press  release  is  being  furnished  as  an  exhibit  to  this  report  and  is
incorporated by reference into this Item 2.02.


Item 9.01         Financial Statements and Exhibits.

         (c)      Exhibits.  The following exhibit is being  furnished  pursuant
                  to Item 2.02 above.

                    Exhibit No.   Description
                    -----------   -----------

                    99.1            Press Release issued by the Registrant dated
                                    October 14, 2004



<PAGE>



                                   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 hereunto duly authorized.


                                           CITIZENS BANCORP OF VIRGINIA, INC.
                                                    (Registrant)


Dated:  October 19, 2004               By: /s/ Mark C. Riley
                                           -------------------------------------
                                           Mark C. Riley,
                                           President and Chief Executive Officer





<PAGE>


                                  Exhibit Index
                                  -------------

                 Exhibit No.               Description

                 99.1                      Press Release dated October 14, 2004.


<PAGE>


                                                                    Exhibit 99.1


                                  PRESS RELEASE
                             Dated: October 14, 2004

                           FOR IMMEDIATE DISTRIBUTION
                             CONTACT: Mark C. Riley
                      President and Chief Executive Officer
                    434-292-8100 mark.riley@greatbanksva.com


            Citizens Bancorp of Virginia, Inc. (CZBT) Announces Nine
                                Months Earnings

Mark C. Riley, President and Chief Executive Officer, announced earnings for the
first nine  months of 2004 of $2.18  million or $0.89 per share.  The  company's
earnings  increased  9.0% from $2.0 million for the first nine months of 2003 to
$2.18 million for the same period in 2004.  Assets as of September 30, 2004 were
up $12.6  million to $280.8  million  compared to  September  30, 2003 assets of
$268.2  million.  Mr. Riley also reported that earnings for the third quarter of
2004 increased $155,000 or 22.1% over the same quarter last year.

Citizens  Bancorp of  Virginia,  Inc.'s  first nine  months of 2004  produced an
increase in its  annualized  Return on Average Assets of .07% from 1.00% for the
same period in 2003 to 1.07%.  Average  Shareholders'  Equity for the first nine
months of 2004  increased  2.9% to 8.99%  compared  to 8.74% for the same period
last year.

Mr. Riley indicated that the company experienced an increase of $22.0 million in
loans from  $170.7  million as of  September  30,  2003 to $192.9  million as of
September  30, 2004 while  asset  quality  continued  to improve as the level of
non-accrual  loans  declined  42% from $3.5 million  (09.30.03)  to $2.0 million
(09.30.04).

As of September 30, 2004,  total  deposits of $245.8  million  reflected a $10.1
million increase over the same period 2003 ($235.7 million).

Net Interest  Income  showed  improvement  from  previous  periods with a modest
decrease of $12,000 for the nine months ended September 30, 2004 compared to the
same period in 2003.  Total  Noninterest  Income  increased  $350,000 from $1.07
million for the first nine  months of 2003 to $1.42  million for the same period
in 2004.  Significant  contributing  factors included  increased Deposit Account
Fees  and ATM  fees,  earnings  from  BOLI  and  Gain  on  Sale of  Investments.
Noninterest  Expense  increased  $381,000  from  period to period.  Contributing
factors  included  increased  expenses related to additional staff and benefits,
upgrades in technology,  renovations  of several  offices and opening of the new
branch in Chesterfield County.

Citizens  Bank and Trust  Co.,  was  founded  in 1873 and is the  second  oldest
independent bank in Virginia. The bank has nine offices in Amelia, Chesterfield,
Nottoway and Prince Edward  Counties.  Citizens  Bancorp of Virginia,  Inc. is a
single bank (Citizens Bank & Trust Company)  holding  company  headquartered  in
Blackstone, Virginia with $281 million in assets as of September 30, 2004.
<PAGE>

Citizens Bancorp of Virginia,  Inc. cautions readers that certain  statements in
this release may constitute  "forward-looking  statements" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Although  the Company
believes that its expectations with respect to these forward-looking  statements
are  based  upon  reasonable  assumptions  within  the  bounds  of its  business
operations,  there can be no assurance that the actual  results,  performance or
achievements of the Company will not differ  materially from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements. For more details on factors that could affect expectations,  see the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2003 and
its  Quarterly  Report on Form 10-Q for the six months ended June 30,  2004,  as
filed with the Securities and Exchange Commission.

FInancial Highlights
                       Citizens Bancorp of Virginia, Inc.
                              Consolidated Results
                                   (Unaudited)

 Balance Sheet (dollars in thousands)
 ------------------------------------
                                                                          Y-Y


                                        09/30/04        09/30/03         Ch (%)

 Gross Loans Held for Investment         192,877         170,740           13.0

 Total Allowance for Loan Losses           2,070           2,415          -14.3

 Loans Held for Sale                          0               0             0.0

 *Total Net Loans                        190,807         168,325           13.4

 Total Intangible Assets                      0               0             0.0

 Total Assets                            280,805         268,184            4.7

 Total Deposits                          245,828         235,685            4.3

 Total Borrowings                             0               0             0.0

 Common Equity                            32,805          31,751            3.3

 Total Equity                             32,805          31,751            3.3


 Shares Outstanding (000's)                2,444           2,448            1.6

 *Non-Accrual Loans                        2,025           3,468           41.6

<PAGE>

Income Statement (dollars in thousands)
---------------------------------------

                                         Nine mths       Nine mths         Y-Y
                                          ended           ended
                                         09/30/04        09/30/03         Ch (%)

 Net Interest Income                        7,312           7,323          -0.2

 Loan Loss Provisions                          40             250         -84.0

 Total Noninterest Income                   1,422           1,073          32.5

 Total Noninterest Expense                  5,905           5,524           6.9

 Net Income Before Taxes                    2,788           2.622           1.5

 Income Taxes                                 611             625          -2.3

 Net Income                                 2,177           1,998           9.0


Per Share Items ($)
-------------------
                                             2004            2003          Y-Y
                                                                         Ch (%)
 Book Value                                 13.42           12.97           3.5

 Tangible Book Value                        13.42           12.97           3.5

 Diluted EPS Before Extraordinary             .89             .82           6.1

 Diluted EPS After Extraordinary              .89             .82           6.1

 Dividends Declared                           .15             .13          15.4
[{"type": "8-K", "sequence": "1", "filename": "citizens8k10142004.txt", "secsgml_size_bytes": 10404}]
{"company-data": {"conformed-name": "CITIZENS BANCORP OF VIRGINIA INC", "cik": "0001277254", "assigned-sic": "6022", "irs-number": "200469337", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50576", "film-number": "041086144"}, "business-address": {"street1": "126 S MAIN STREET", "city": "BLACKSTONE", "state": "VA", "zip": "23824", "phone": "4342928123"}, "mail-address": {"street1": "126 S MAIN STREET", "city": "BLACKSTONE", "state": "VA", "zip": "23824"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 14, 2004
                                   -----------

                       CITIZENS BANCORP OF VIRGINIA, INC.
             (Exact name of registrant as specified in its charter)

          Virginia                   000-50576                  20-0469337
(State or other jurisdiction  (Commission File Number)        (IRS Employer
      of incorporation)                                    Identification No.)

             126 South Main Street
              Blackstone, Virginia                       23824
    (Address of principal executive offices)          (Zip Code)

       Registrant's telephone number, including area code: (434) 292-7221

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02         Results of Operations and Financial Condition.

         On October 14, 2004,  the Registrant  issued a press release  reporting
its  financial  results for the period ended  September  30, 2004. A copy of the
press  release  is  being  furnished  as  an  exhibit  to  this  report  and  is
incorporated by reference into this Item 2.02.

Item 9.01         Financial Statements and Exhibits.

         (c)      Exhibits.  The following exhibit is being  furnished  pursuant
                  to Item 2.02 above.

                    Exhibit No.   Description
                    -----------   -----------

                    99.1            Press Release issued by the Registrant dated
                                    October 14, 2004
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 hereunto duly authorized.

                                           CITIZENS BANCORP OF VIRGINIA, INC.
                                                    (Registrant)

Dated:  October 19, 2004               By: /s/ Mark C. Riley
                                           -------------------------------------
                                           Mark C. Riley,
                                           President and Chief Executive Officer
Exhibit Index
                                  -------------

                 Exhibit No.               Description

                 99.1                      Press Release dated October 14, 2004.
Exhibit 99.1

                                  PRESS RELEASE
                             Dated: October 14, 2004

                           FOR IMMEDIATE DISTRIBUTION
                             CONTACT: Mark C. Riley
                      President and Chief Executive Officer
                    434-292-8100 mark.riley@greatbanksva.com

            Citizens Bancorp of Virginia, Inc. (CZBT) Announces Nine
                                Months Earnings

Mark C. Riley, President and Chief Executive Officer, announced earnings for the
first nine  months of 2004 of $2.18  million or $0.89 per share.  The  company's
earnings  increased  9.0% from $2.0 million for the first nine months of 2003 to
$2.18 million for the same period in 2004.  Assets as of September 30, 2004 were
up $12.6  million to $280.8  million  compared to  September  30, 2003 assets of
$268.2  million.  Mr. Riley also reported that earnings for the third quarter of
2004 increased $155,000 or 22.1% over the same quarter last year.

Citizens  Bancorp of  Virginia,  Inc.'s  first nine  months of 2004  produced an
increase in its  annualized  Return on Average Assets of .07% from 1.00% for the
same period in 2003 to 1.07%.  Average  Shareholders'  Equity for the first nine
months of 2004  increased  2.9% to 8.99%  compared  to 8.74% for the same period
last year.

Mr. Riley indicated that the company experienced an increase of $22.0 million in
loans from  $170.7  million as of  September  30,  2003 to $192.9  million as of
September  30, 2004 while  asset  quality  continued  to improve as the level of
non-accrual  loans  declined  42% from $3.5 million  (09.30.03)  to $2.0 million
(09.30.04).

As of September 30, 2004,  total  deposits of $245.8  million  reflected a $10.1
million increase over the same period 2003 ($235.7 million).

Net Interest  Income  showed  improvement  from  previous  periods with a modest
decrease of $12,000 for the nine months ended September 30, 2004 compared to the
same period in 2003.  Total  Noninterest  Income  increased  $350,000 from $1.07
million for the first nine  months of 2003 to $1.42  million for the same period
in 2004.  Significant  contributing  factors included  increased Deposit Account
Fees  and ATM  fees,  earnings  from  BOLI  and  Gain  on  Sale of  Investments.
Noninterest  Expense  increased  $381,000  from  period to period.  Contributing
factors  included  increased  expenses related to additional staff and benefits,
upgrades in technology,  renovations  of several  offices and opening of the new
branch in Chesterfield County.

Citizens  Bank and Trust  Co.,  was  founded  in 1873 and is the  second  oldest
independent bank in Virginia. The bank has nine offices in Amelia, Chesterfield,
Nottoway and Prince Edward  Counties.  Citizens  Bancorp of Virginia,  Inc. is a
single bank (Citizens Bank & Trust Company)  holding  company  headquartered  in
Blackstone, Virginia with $281 million in assets as of September 30, 2004.
Citizens Bancorp of Virginia,  Inc. cautions readers that certain  statements in
this release may constitute  "forward-looking  statements" within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Although  the Company
believes that its expectations with respect to these forward-looking  statements
are  based  upon  reasonable  assumptions  within  the  bounds  of its  business
operations,  there can be no assurance that the actual  results,  performance or
achievements of the Company will not differ  materially from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements. For more details on factors that could affect expectations,  see the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2003 and
its  Quarterly  Report on Form 10-Q for the six months ended June 30,  2004,  as
filed with the Securities and Exchange Commission.

FInancial Highlights
                       Citizens Bancorp of Virginia, Inc.
                              Consolidated Results
                                   (Unaudited)

 Balance Sheet (dollars in thousands)
 ------------------------------------
                                                                          Y-Y

                                        09/30/04        09/30/03         Ch (%)

 Gross Loans Held for Investment         192,877         170,740           13.0

 Total Allowance for Loan Losses           2,070           2,415          -14.3

 Loans Held for Sale                          0               0             0.0

 *Total Net Loans                        190,807         168,325           13.4

 Total Intangible Assets                      0               0             0.0

 Total Assets                            280,805         268,184            4.7

 Total Deposits                          245,828         235,685            4.3

 Total Borrowings                             0               0             0.0

 Common Equity                            32,805          31,751            3.3

 Total Equity                             32,805          31,751            3.3

 Shares Outstanding (000's)                2,444           2,448            1.6

 *Non-Accrual Loans                        2,025           3,468           41.6
Income Statement (dollars in thousands)
---------------------------------------

                                         Nine mths       Nine mths         Y-Y
                                          ended           ended
                                         09/30/04        09/30/03         Ch (%)

 Net Interest Income                        7,312           7,323          -0.2

 Loan Loss Provisions                          40             250         -84.0

 Total Noninterest Income                   1,422           1,073          32.5

 Total Noninterest Expense                  5,905           5,524           6.9

 Net Income Before Taxes                    2,788           2.622           1.5

 Income Taxes                                 611             625          -2.3

 Net Income                                 2,177           1,998           9.0

Per Share Items ($)
-------------------
                                             2004            2003          Y-Y
                                                                         Ch (%)
 Book Value                                 13.42           12.97           3.5

 Tangible Book Value                        13.42           12.97           3.5

 Diluted EPS Before Extraordinary             .89             .82           6.1

 Diluted EPS After Extraordinary              .89             .82           6.1

 Dividends Declared                           .15             .13          15.4