As filed with the Securities and Exchange Commission on November 26, 1997

                                                    Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         Marathon Financial Corporation
             (Exact Name of Registrant as Specified in Its Charter)

         Virginia                                      54-1560968
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

4095 Valley Pike
Winchester, Virginia                                       22602
(Address of Principal Executive Office)                  (Zip Code)

                         Marathon Financial Corporation
                         1996 Long-Term Incentive Plan

                            (Full Title of the Plan)

                              Jody M. Wagner, Esq.
                               Kaufman & Canoles
                                 P. O. Box 3037
                            Norfolk, VA  23514-3037
                    (Name and Address of Agent for Service)

                                 (757) 624-3294
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                       Proposed
         Title of                      Proposed         Maximum
        Securities      Amount          Maximum        Aggregate     Amount of
           to be        to be       Offering Price      Offering    Registration
        Registered    Registered     Per Share(1)       Price(1)       Fee(1)
--------------------------------------------------------------------------------
Common Stock,
no par value           350,000          $5.00          $1,750,000      $530.30
================================================================================

(1) Pursuant to rule 457(h), the registration  fee was computed using $5.00 per
    share of Common Stock which is the exercise price on granted options.

<PAGE>

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS

Item 3:  Incorporation of Documents by Reference.

 The following documents of Marathon Financial Corporation, Inc., a Virginia
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:

         (a) The Company's Annual Report on Form 10-KSB, as amended, for the
Company's fiscal year ended December 31, 1996 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act").

         (b) All reports filed by the Company  pursuant to  Section 13(a) of the
1934 Act since the end of the Company's fiscal year ended December 31, 1996.

         (c) The description of the Company's Common Stock registered under the
1934 Act contained in the Company's Registration Statement on Form S-1 (File No.
333-08995), which became effective on August 26, 1996.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act since the
Company's fiscal year ended December 31, 1996.

         Any statement contained in a document incorporated in this Registration
Statement by reference shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also is or is deemed to be incorporated in this Registration Statement by
reference modifies or replaces such statement.

Item 4:  Description of Securities.

 Not applicable.

Item 5:  Interests of the Named Experts and Counsel.

 Not applicable.

Item 6:  Indemnification of Directors and Officers.

Section 13.1-692.1 of the Virginia Stock Corporation Act (the "Act") provides
that in any proceeding brought by or in the right of a corporation or brought by
or on behalf of shareholders of the corporation, the damages assessed against an
officer or director arising out of a single transaction, occurrence or course of
conduct shall not exceed the lesser of (1) the monetary amount, including the
elimination of liability, specified in the articles of incorporation or, if
approved by the shareholders, in the bylaws as a limitation on or elimination of
the liability of the officer or director, or (2) the greater of (i) $100,000 or
(ii) the amount of cash compensation received by the officer or director from
the corporation during the 12 months immediately preceding the act or omission
for which liability was imposed. The liability of an officer or director may not
be limited under this section of the Act if the officer or director engaged in
willful misconduct or a knowing violation of the criminal law or of any federal
or state securities law, including, without limitation, any claim of unlawful
insider trading or manipulation of the market for any security.

Section 13.1-697 of the Act authorizes a Virginia corporation to indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding. A Virginia corporation may not indemnify a
director under this section in connection with a proceeding by or in the right

                                       2

<PAGE>

of the corporation in which the director was adjudged liable to the corporation
or in connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him. Section 13.1-698 provides that, unless limited by its Articles of
Incorporation, a Virginia corporation must indemnify a director who entirely
prevails in the defense of any proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses incurred by him
in connection with the proceeding. Section 13.1-702 of the Act authorizes a
Virginia corporation to indemnify its officers, employees or agents to the same
extent as directors.

The Company's Articles of Incorporation provide that to the full extent that
the Act permits the limitation or elimination of the liability of directors or
officers, a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages. The Company's Articles of
Incorporation also provide that to the full extent permitted and in the manner
prescribed by the Act and any other applicable law, the Company shall indemnify
a director or officer of the Company who is or was a party to any proceeding by
reason of the fact that he is or was such a director or officer or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Any aforesaid reference to directors, officers, employees
or agents includes former directors, officers, employees and agents and their
respective heirs, executors and administrators.

Officers and directors of the Company are covered by insurance that (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from an alleged "harmful act," including any
alleged error or misstatement or misleading statement or wrongful act or
omission or neglect or breach of duty.

Item 7:  Exemption from Registration Claimed.

Not applicable.

Item 8:  Exhibits.

<TABLE>
<CAPTION>
Number                                             Description
------                                             -----------
<S>   <C>
  3.1          Articles of Incorporation of Marathon Financial Corporation incorporated herein by
               reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996. (File No. 33-51366).

  3.2          Bylaws of Marathon Financial Corporation incorporated herein by reference to the
               Registrant's Form S-1, filed with the Securities and Exchange Commission on August
               26, 1996.   (File No. 33-51366).

  3.3          Form of Marathon Financial Corporation Common Stock Certificate incorporated herein
               by reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996.  (File No. 333-08995).

**5.1          Opinion of Kaufman & Canoles, filed herewith.

**23.1         Consent of Yount, Hyde & Barbour, P.C.

**23.2         Consent of Kaufman & Canoles (included in the opinion
               filed as Exhibit 5.1 to this Registration Statement).

  24           Powers of Attorney (included on pages 5 and 6 of this Registration Statement).

**99           1996 Long-Term Incentive Plan
</TABLE>

--------------------------------------------------------------------------------

*  Not filed herewith. In Accordance with Rule 12b-32 of the General Rules and
   Regulations under the Securities Exchange Act of 1934, the exhibit is
   incorporated by reference.

** Filed herewith.

                                       3

<PAGE>

Item 9:  Undertakings.

                  (a) The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period  in which  offers
or sales  are  being  made,  a post-effective amendment to this registration
statement to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;

                           (2) That, for the purpose of determining  any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and

                           (3) To remove from  registration by means of a
post-effective  amendment any of the securities being registered which remain
unsold at the termination of the offering.

                  (b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein; and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Frederick, Commonwealth of Virginia, on November
26, 1997.

                                               MARATHON FINANCIAL CORPORATION



                                               By:      /s/ Donald L. Unger
                                                   ----------------------------
                                                   Donald L. Unger, President
                                                   and Chief Executive Officer



                               POWER OF ATTORNEY


         Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person in so signing, also makes,
constitutes and appoints Donald L. Unger and Joseph W. Hollis, and each of them
individually, his true and lawful attorney-in-fact in this place and stead, to
execute and cause to be filed with the Securities and Exchange Commission any
and all amendments to this Registration Statement.


Signature


/s/ Frank H. Brumback                                November 26, 1997
-----------------------------------------------
Frank H. Brumback, Chairman of the Board



/s/ Donald L. Unger                                  November 26, 1997
-----------------------------------------------
Donald L. Unger, President and Chief Executive
Officer (Principal Executive Officer and Chief
Financial Officer)


/s/ Robert W. Claytor                                November 26, 1997
-----------------------------------------------
Robert W. Claytor, Director


/s/ Clifton L. Good                                  November 26, 1997
-----------------------------------------------
Clifton L. Good, Director


/s/ Joseph W. Hollis                                 November 26, 1997
-----------------------------------------------
Joseph W. Hollis, Director


/s/ Gerald H. Kidwell                                November 26, 1997
-----------------------------------------------
Gerald H. Kidwell, Director

<PAGE>


/s/ Lewis W. Spangler                                November 26, 1997
------------------------------------------------
Lewis W. Spangler, Director


/s/ Thomas W. Grove                                  November 26, 1997
-----------------------------------------------
Thomas W. Grove, Director


/s/ W. Houston Board, III                             November 26, 1997
-----------------------------------------------
W. Houston Board, III, Director


/s/ Ralph S. Gregory                                 November 26, 1997
-----------------------------------------------
Ralph S. Gregory, Director


-----------------------------------------------      November ___, 1997
George R. Irvin, Jr., Director

<PAGE>

                                 EXHIBIT INDEX

      The following exhibits are filed herewith unless otherwise indicated

<TABLE>
<CAPTION>
Number                                             Description
------                                             -----------
<S>   <C>
  3.1          Articles of Incorporation of Marathon Financial Corporation incorporated herein by
               reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996. (File No. 33-51366).

  3.2          Bylaws of Marathon Financial Corporation incorporated herein by reference to the
               Registrant's Form S-1, filed with the Securities and Exchange Commission on August
               26, 1996.   (File No. 33-51366).

  3.3          Form of Marathon Financial Corporation Common Stock Certificate incorporated herein
               by reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996.  (File No. 333-08995).

**5.1          Opinion of Kaufman & Canoles, filed herewith.

**23.1         Consent of Yount, Hyde & Barbour, P.C.

**23.2         Consent of Kaufman & Canoles (included in the opinion
               filed as Exhibit 5.1 to this Registration Statement).

  24           Powers of Attorney (included on pages 5 and 6 of this Registration Statement.

**99           1996 Long-Term Incentive Plan
</TABLE>

--------------------------------------------------------------------------------
*  Not filed herewith. In Accordance with Rule 12b-32 of the General Rules and
   Regulations under the Securities Exchange Act of 1934, the exhibit is
   incorporated by reference.

** Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "MARATHON FINANCIAL CORPORATION S-8", "secsgml_size_bytes": 17221}]
{"company-data": {"conformed-name": "MARATHON FINANCIAL CORP", "cik": "0000854399", "assigned-sic": "6021", "irs-number": "541560968", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41163", "film-number": "97729566"}, "business-address": {"street1": "4095 VALLEY PIKE", "city": "WINCHESTER", "state": "VA", "zip": "22602", "phone": "5408696600"}, "mail-address": {"street1": "4095 VALLEY PIKE", "city": "WINCHESTER", "state": "VA", "zip": "22602"}}
As filed with the Securities and Exchange Commission on November 26, 1997

                                                    Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         Marathon Financial Corporation
             (Exact Name of Registrant as Specified in Its Charter)

         Virginia                                      54-1560968
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

4095 Valley Pike
Winchester, Virginia                                       22602
(Address of Principal Executive Office)                  (Zip Code)

                         Marathon Financial Corporation
                         1996 Long-Term Incentive Plan

                            (Full Title of the Plan)

                              Jody M. Wagner, Esq.
                               Kaufman & Canoles
                                 P. O. Box 3037
                            Norfolk, VA  23514-3037
                    (Name and Address of Agent for Service)

                                 (757) 624-3294
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                       Proposed
         Title of                      Proposed         Maximum
        Securities      Amount          Maximum        Aggregate     Amount of
           to be        to be       Offering Price      Offering    Registration
        Registered    Registered     Per Share(1)       Price(1)       Fee(1)
--------------------------------------------------------------------------------
Common Stock,
no par value           350,000          $5.00          $1,750,000      $530.30
================================================================================

(1) Pursuant to rule 457(h), the registration  fee was computed using $5.00 per
    share of Common Stock which is the exercise price on granted options.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS

Item 3:  Incorporation of Documents by Reference.

 The following documents of Marathon Financial Corporation, Inc., a Virginia
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:

         (a) The Company's Annual Report on Form 10-KSB, as amended, for the
Company's fiscal year ended December 31, 1996 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act").

         (b) All reports filed by the Company  pursuant to  Section 13(a) of the
1934 Act since the end of the Company's fiscal year ended December 31, 1996.

         (c) The description of the Company's Common Stock registered under the
1934 Act contained in the Company's Registration Statement on Form S-1 (File No.
333-08995), which became effective on August 26, 1996.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act since the
Company's fiscal year ended December 31, 1996.

         Any statement contained in a document incorporated in this Registration
Statement by reference shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document which
also is or is deemed to be incorporated in this Registration Statement by
reference modifies or replaces such statement.

Item 4:  Description of Securities.

 Not applicable.

Item 5:  Interests of the Named Experts and Counsel.

 Not applicable.

Item 6:  Indemnification of Directors and Officers.

Section 13.1-692.1 of the Virginia Stock Corporation Act (the "Act") provides
that in any proceeding brought by or in the right of a corporation or brought by
or on behalf of shareholders of the corporation, the damages assessed against an
officer or director arising out of a single transaction, occurrence or course of
conduct shall not exceed the lesser of (1) the monetary amount, including the
elimination of liability, specified in the articles of incorporation or, if
approved by the shareholders, in the bylaws as a limitation on or elimination of
the liability of the officer or director, or (2) the greater of (i) $100,000 or
(ii) the amount of cash compensation received by the officer or director from
the corporation during the 12 months immediately preceding the act or omission
for which liability was imposed. The liability of an officer or director may not
be limited under this section of the Act if the officer or director engaged in
willful misconduct or a knowing violation of the criminal law or of any federal
or state securities law, including, without limitation, any claim of unlawful
insider trading or manipulation of the market for any security.

Section 13.1-697 of the Act authorizes a Virginia corporation to indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding. A Virginia corporation may not indemnify a
director under this section in connection with a proceeding by or in the right

                                       2
of the corporation in which the director was adjudged liable to the corporation
or in connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him. Section 13.1-698 provides that, unless limited by its Articles of
Incorporation, a Virginia corporation must indemnify a director who entirely
prevails in the defense of any proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses incurred by him
in connection with the proceeding. Section 13.1-702 of the Act authorizes a
Virginia corporation to indemnify its officers, employees or agents to the same
extent as directors.

The Company's Articles of Incorporation provide that to the full extent that
the Act permits the limitation or elimination of the liability of directors or
officers, a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages. The Company's Articles of
Incorporation also provide that to the full extent permitted and in the manner
prescribed by the Act and any other applicable law, the Company shall indemnify
a director or officer of the Company who is or was a party to any proceeding by
reason of the fact that he is or was such a director or officer or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Any aforesaid reference to directors, officers, employees
or agents includes former directors, officers, employees and agents and their
respective heirs, executors and administrators.

Officers and directors of the Company are covered by insurance that (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from an alleged "harmful act," including any
alleged error or misstatement or misleading statement or wrongful act or
omission or neglect or breach of duty.

Item 7:  Exemption from Registration Claimed.

Not applicable.

Item 8:  Exhibits.
Number                                             Description
------                                             -----------
3.1          Articles of Incorporation of Marathon Financial Corporation incorporated herein by
               reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996. (File No. 33-51366).

  3.2          Bylaws of Marathon Financial Corporation incorporated herein by reference to the
               Registrant's Form S-1, filed with the Securities and Exchange Commission on August
               26, 1996.   (File No. 33-51366).

  3.3          Form of Marathon Financial Corporation Common Stock Certificate incorporated herein
               by reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996.  (File No. 333-08995).

**5.1          Opinion of Kaufman & Canoles, filed herewith.

**23.1         Consent of Yount, Hyde & Barbour, P.C.

**23.2         Consent of Kaufman & Canoles (included in the opinion
               filed as Exhibit 5.1 to this Registration Statement).

  24           Powers of Attorney (included on pages 5 and 6 of this Registration Statement).

**99           1996 Long-Term Incentive Plan
--------------------------------------------------------------------------------

*  Not filed herewith. In Accordance with Rule 12b-32 of the General Rules and
   Regulations under the Securities Exchange Act of 1934, the exhibit is
   incorporated by reference.

** Filed herewith.

                                       3
Item 9:  Undertakings.

                  (a) The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period  in which  offers
or sales  are  being  made,  a post-effective amendment to this registration
statement to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;

                           (2) That, for the purpose of determining  any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and

                           (3) To remove from  registration by means of a
post-effective  amendment any of the securities being registered which remain
unsold at the termination of the offering.

                  (b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein; and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                  (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Frederick, Commonwealth of Virginia, on November
26, 1997.

                                               MARATHON FINANCIAL CORPORATION

                                               By:      /s/ Donald L. Unger
                                                   ----------------------------
                                                   Donald L. Unger, President
                                                   and Chief Executive Officer

                               POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person in so signing, also makes,
constitutes and appoints Donald L. Unger and Joseph W. Hollis, and each of them
individually, his true and lawful attorney-in-fact in this place and stead, to
execute and cause to be filed with the Securities and Exchange Commission any
and all amendments to this Registration Statement.

Signature

/s/ Frank H. Brumback                                November 26, 1997
-----------------------------------------------
Frank H. Brumback, Chairman of the Board

/s/ Donald L. Unger                                  November 26, 1997
-----------------------------------------------
Donald L. Unger, President and Chief Executive
Officer (Principal Executive Officer and Chief
Financial Officer)

/s/ Robert W. Claytor                                November 26, 1997
-----------------------------------------------
Robert W. Claytor, Director

/s/ Clifton L. Good                                  November 26, 1997
-----------------------------------------------
Clifton L. Good, Director

/s/ Joseph W. Hollis                                 November 26, 1997
-----------------------------------------------
Joseph W. Hollis, Director

/s/ Gerald H. Kidwell                                November 26, 1997
-----------------------------------------------
Gerald H. Kidwell, Director
/s/ Lewis W. Spangler                                November 26, 1997
------------------------------------------------
Lewis W. Spangler, Director

/s/ Thomas W. Grove                                  November 26, 1997
-----------------------------------------------
Thomas W. Grove, Director

/s/ W. Houston Board, III                             November 26, 1997
-----------------------------------------------
W. Houston Board, III, Director

/s/ Ralph S. Gregory                                 November 26, 1997
-----------------------------------------------
Ralph S. Gregory, Director

-----------------------------------------------      November ___, 1997
George R. Irvin, Jr., Director
EXHIBIT INDEX

      The following exhibits are filed herewith unless otherwise indicated
Number                                             Description
------                                             -----------
3.1          Articles of Incorporation of Marathon Financial Corporation incorporated herein by
               reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996. (File No. 33-51366).

  3.2          Bylaws of Marathon Financial Corporation incorporated herein by reference to the
               Registrant's Form S-1, filed with the Securities and Exchange Commission on August
               26, 1996.   (File No. 33-51366).

  3.3          Form of Marathon Financial Corporation Common Stock Certificate incorporated herein
               by reference to the Registrant's Form S-1, filed with the Securities and Exchange
               Commission on August 26, 1996.  (File No. 333-08995).

**5.1          Opinion of Kaufman & Canoles, filed herewith.

**23.1         Consent of Yount, Hyde & Barbour, P.C.

**23.2         Consent of Kaufman & Canoles (included in the opinion
               filed as Exhibit 5.1 to this Registration Statement).

  24           Powers of Attorney (included on pages 5 and 6 of this Registration Statement.

**99           1996 Long-Term Incentive Plan
--------------------------------------------------------------------------------
*  Not filed herewith. In Accordance with Rule 12b-32 of the General Rules and
   Regulations under the Securities Exchange Act of 1934, the exhibit is
   incorporated by reference.

** Filed herewith.