As filed with the Securities and Exchange Commission on November 18, 1998
                                                Registration No.:  333-


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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                            C&F FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 Virginia                                54-1680165
          (State of Incorporation             (IRS Employer Identification No.)
             or Organization)

           Eighth & Main Streets
           West Point, Virginia                            23181
 (Address of Principal Executive Offices)                (Zip Code)

           VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN FOR
                            CITIZENS AND FARMERS BANK

           VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN FOR
                            C&F MORTGAGE CORPORATION

                            (Full name of the Plans)
                                   -----------
                                                          Copy to:
              Larry G. Dillon                         J. Scott Perkins
   President and Chief Executive Officer          Mays & Valentine, L.L.P.
         C&F Financial Corporation                  1111 East Main St.,
           Eighth & Main Streets                     NationsBank Center
        West Point, Virginia 23181                Richmond, Virginia 23219
        Telephone: (804) 843-2360                Telephone: (804) 697-1316
  (Name and Address of Agent for Service
                 Process)

    Approximatedate of proposed commencement of sales pursuant to the Plans:
               Upon effectiveness of this Registration Statement.



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                         Proposed         Proposed
                                          Maximum          Maximum
 Title of Securities  Amount to be    Offering Price      Aggregate           Amount of
  to be Registered  Registered (1)(2)  Per Share(3)   Offering Price(3)   Registration Fee
  ----------------  -----------------  ------------   -----------------   ----------------
<S>                  <C>                <C>            <C>                 <C>
    Common Stock
   $1.00 par value       150,000        $19.50           $2,925,000           $813
</TABLE>

      (1) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Virginia Bankers Association Defined
Contribution Plan for Citizens and Farmers Bank and the Virginia Bankers
Association Defined Contribution Plan for C&F Mortgage Corporation.

      (2) Includes 75,000 shares (and plan interests) offered pursuant to the
Virginia Bankers Association Defined Contribution Plan for Citizens and Farmers
and 75,000 shares (and plan interests) offered pursuant to the Virginia Bankers
Association Defined Contribution Plan for C&F Mortgage Corporation.

      (3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of $19.50 per share. The proposed maximum
offering price per share of $19.50 was calculated based on the average of the
bid and asked prices of the shares of the Registrant as reported on the NASDAQ
National Market System on November 16, 1998.




<PAGE>



                                     PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     C&F Financial Corporation (the "Company") will furnish shareholders with
annual reports containing audited financial statements and with quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year. Copies of these documents, and any other communications
sent to the Company's shareholders generally, also will be furnished to all
employees eligible to participate in the Plans.

     The Company hereby incorporates herein by reference the following documents
filed by the Company with the Commission:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
filed pursuant to Section 13 of the 1934 Act;

     (b) Quarterly Reports on Form 10-Q for the Quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998 filed pursuant to Section 13 of the 1934
Act; and

     (c) The description of the Company's Common Stock contained in the
"Description of Capital Stock" in the Company's Proxy Statement/Prospectus filed
as part of the Registration Statement on Form S-4, Registration No. 33-70184,
with the Securities and Exchange Commission on October 12, 1993, as amended on
October 19, 1993 (Pre-Effective Amendment No. 1), is hereby incorporated by
reference.

     All documents filed by the Company and the Plans after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which indicates that
all the Company's Common Stock offered hereby has been sold or which deregisters
such Company Common Stock then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as
amended, permits a Virginia corporation in general to indemnify any of its
officers and directors, and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to be in, or not opposed to, the best interest of the
corporation. In the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. The statute also
permits a corporation to provide other or further indemnity in its articles of
incorporation, or in a bylaw or resolution approved by its directors or
shareholders, except for an indemnity against willful misconduct or a knowing
violation of criminal law. Furthermore, unless limited by its articles of
incorporation, a corporation shall 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. Finally, the statute authorizes a corporation to
purchase and maintain insurance on behalf of any such person against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.

      The Articles of Incorporation of the Registrant provide that, to the
extent and under the circumstances permitted by Virginia Code Section 13.1-704B,
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding by reason of the fact that
he is or was a director or officer of the Registrant against liabilities,
penalties, claims and fines, including amounts paid in settlement, reasonable
expenses, and attorney's fees, imposed upon, threatened or asserted against him
or her because he or she is or was an officer or director of the Registrant,
except for an indemnity against willful misconduct or a knowing violation of
criminal law.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     (a) An index of Exhibits appears at page II-6 hereof.

     (b) The Registrant hereby undertakes to submit the Plan, as amended, to the
Internal Revenue Service in a timely manner and will make all changes required
by the Internal Revenue Service in order to qualify such Plans.

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:

                  (i) To include any  prospectus  required by Section  10(a)(3)
of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.

            (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 undersigned 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
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 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 its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.



<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies that it has reasonable grounds to believe that it meets all of 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 City of West Point, Commonwealth of Virginia, on the 17th day
of November, 1998.

                                    C&F FINANCIAL CORPORATION
                                    West Point, Virginia



                                    By:   /s/ Larry G. Dillon
                                          -------------------
                                          Larry G. Dillon
                                          President and
                                          Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>

            NAME                           TITLE                                DATE
            ----                           -----                                ----
<S>                                 <C>                                         <C>
                                   President and Chief Executive Officer        November 17, 1998
                                   (Principal Executive Officer)
  /s/ Larry G. Dillon              and Director
 -------------------------
  Larry G. Dillon

                                   Vice President and Chief Accounting          November 17, 1998
                                   Officer (Principal Financial
  /s/ Thomas F. Cherry             and Accounting Officer)
---------------------------

  Thomas F. Cherry


                                   Director                                     _________, 199__
---------------------------
  Sture G. Olsson


  /s/ James H. Hudson, III         Director                                      November 17, 1998
----------------------------
  James H. Hudson, III




  /s/ William E. O'Connell, Jr.    Director                                      November 17, 1998
------------------------------
  William E. O'Connell, Jr.


  /s/ J. P. Causey, Jr.            Director                                      November 17, 1998
-------------------------------
  J. P. Causey, Jr.

</TABLE>

      Pursuant to the requirements of the Securities Act of 1933, the plan
administrator for the Virginia Bankers Association Defined Contribution Plan for
Citizens and Farmers Bank and the Virginia Bankers Association Defined
Contribution Plan for C&F Mortgage Corporation has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City Richmond, State of Virginia, on November 17, 1998.

                      VIRGINIA BANKERS ASSOCIATION DEFINED
                      CONTRIBUTION PLAN FOR C&F MORTGAGE
                      CORPORATION

                      VIRGINIA BANKERS ASSOCIATION DEFINED
                      CONTRIBUTION PLAN FOR CITIZENS AND
                      FARMERS BANK


                        By: /s/ Roxanne H. Sheppard
                            ------------------------------------------------
                        Title:  Chief Administrative Officer, Virginia
                                Bankers Association Benefits Corporation.



<PAGE>



                                  EXHIBIT INDEX

Exhibit Description                   Exhibit Number
-------------------                   --------------

Articles of Incorporation             4.1
(Incorporated by reference from
the Form 10-KSB, filed March 29,
1996)

Bylaws                                4.2
(Incorporated by reference from
the Form 10-KSB, filed March 29,
1996)

Basic Plan Document for the Virginia  4.3
Bankers Association Master Defined
Contribution Plan and Trust

First Amendment to the Virginia       4.4
Bankers Association Master Defined
Contribution Plan and Trust

Second Amendment to the Virginia      4.5
Bankers Association Master Defined
Contribution Plan and Trust

Virginia Bankers Association Defined  4.6
Contribution Plan for Citizens and
Farmers Bank

Virginia Bankers Association Defined  4.7
Contribution Plan for C&F Mortgage
Corporation

Opinion of Mays & Valentine, L.L.P.,  5
with respect to the validity of the
Common Stock, filed herewith

Consent of Yount, Hyde & Barbour,
P.C., Independent Public Accountants  23.1
dated November 17, 1998, filed
herewith.

Consent of Deloitte & Touche LLP,     23.2
Independent Public Accountants dated
November 18, 1998, filed herewith.

Consent of Mays & Valentine, L.L.P.,  23.3
contained in their opinion filed as
Exhibit 5 hereto
[{"type": "S-8", "sequence": "1", "description": "C&F FINANCIAL CORPORATION S-8", "secsgml_size_bytes": 17241}]
{"company-data": {"conformed-name": "C & F FINANCIAL CORP", "cik": "0000913341", "assigned-sic": "6022", "irs-number": "541680165", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67535", "film-number": "98755114"}, "business-address": {"street1": "EIGHTH & MAIN STREETS", "street2": "P O BOX 391", "city": "WEST POINT", "state": "VA", "zip": "23181", "phone": "8048432360"}, "mail-address": {"street1": "P O BOX 391", "city": "WEST POINT", "state": "VA", "zip": "23181"}}
As filed with the Securities and Exchange Commission on November 18, 1998
                                                Registration No.:  333-

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                   -----------

                            C&F FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 Virginia                                54-1680165
          (State of Incorporation             (IRS Employer Identification No.)
             or Organization)

           Eighth & Main Streets
           West Point, Virginia                            23181
 (Address of Principal Executive Offices)                (Zip Code)

           VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN FOR
                            CITIZENS AND FARMERS BANK

           VIRGINIA BANKERS ASSOCIATION DEFINED CONTRIBUTION PLAN FOR
                            C&F MORTGAGE CORPORATION

                            (Full name of the Plans)
                                   -----------
                                                          Copy to:
              Larry G. Dillon                         J. Scott Perkins
   President and Chief Executive Officer          Mays & Valentine, L.L.P.
         C&F Financial Corporation                  1111 East Main St.,
           Eighth & Main Streets                     NationsBank Center
        West Point, Virginia 23181                Richmond, Virginia 23219
        Telephone: (804) 843-2360                Telephone: (804) 697-1316
  (Name and Address of Agent for Service
                 Process)

    Approximatedate of proposed commencement of sales pursuant to the Plans:
               Upon effectiveness of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                          Maximum          Maximum
 Title of Securities  Amount to be    Offering Price      Aggregate           Amount of
  to be Registered  Registered (1)(2)  Per Share(3)   Offering Price(3)   Registration Fee
  ----------------  -----------------  ------------   -----------------   ----------------
Common Stock
   $1.00 par value       150,000        $19.50           $2,925,000           $813
(1) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Virginia Bankers Association Defined
Contribution Plan for Citizens and Farmers Bank and the Virginia Bankers
Association Defined Contribution Plan for C&F Mortgage Corporation.

      (2) Includes 75,000 shares (and plan interests) offered pursuant to the
Virginia Bankers Association Defined Contribution Plan for Citizens and Farmers
and 75,000 shares (and plan interests) offered pursuant to the Virginia Bankers
Association Defined Contribution Plan for C&F Mortgage Corporation.

      (3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of $19.50 per share. The proposed maximum
offering price per share of $19.50 was calculated based on the average of the
bid and asked prices of the shares of the Registrant as reported on the NASDAQ
National Market System on November 16, 1998.
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     C&F Financial Corporation (the "Company") will furnish shareholders with
annual reports containing audited financial statements and with quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year. Copies of these documents, and any other communications
sent to the Company's shareholders generally, also will be furnished to all
employees eligible to participate in the Plans.

     The Company hereby incorporates herein by reference the following documents
filed by the Company with the Commission:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
filed pursuant to Section 13 of the 1934 Act;

     (b) Quarterly Reports on Form 10-Q for the Quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998 filed pursuant to Section 13 of the 1934
Act; and

     (c) The description of the Company's Common Stock contained in the
"Description of Capital Stock" in the Company's Proxy Statement/Prospectus filed
as part of the Registration Statement on Form S-4, Registration No. 33-70184,
with the Securities and Exchange Commission on October 12, 1993, as amended on
October 19, 1993 (Pre-Effective Amendment No. 1), is hereby incorporated by
reference.

     All documents filed by the Company and the Plans after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which indicates that
all the Company's Common Stock offered hereby has been sold or which deregisters
such Company Common Stock then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as
amended, permits a Virginia corporation in general to indemnify any of its
officers and directors, and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to be in, or not opposed to, the best interest of the
corporation. In the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. The statute also
permits a corporation to provide other or further indemnity in its articles of
incorporation, or in a bylaw or resolution approved by its directors or
shareholders, except for an indemnity against willful misconduct or a knowing
violation of criminal law. Furthermore, unless limited by its articles of
incorporation, a corporation shall 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. Finally, the statute authorizes a corporation to
purchase and maintain insurance on behalf of any such person against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.

      The Articles of Incorporation of the Registrant provide that, to the
extent and under the circumstances permitted by Virginia Code Section 13.1-704B,
the Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding by reason of the fact that
he is or was a director or officer of the Registrant against liabilities,
penalties, claims and fines, including amounts paid in settlement, reasonable
expenses, and attorney's fees, imposed upon, threatened or asserted against him
or her because he or she is or was an officer or director of the Registrant,
except for an indemnity against willful misconduct or a knowing violation of
criminal law.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     (a) An index of Exhibits appears at page II-6 hereof.

     (b) The Registrant hereby undertakes to submit the Plan, as amended, to the
Internal Revenue Service in a timely manner and will make all changes required
by the Internal Revenue Service in order to qualify such Plans.

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:

                  (i) To include any  prospectus  required by Section  10(a)(3)
of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference 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.

            (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 undersigned 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
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 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 its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies that it has reasonable grounds to believe that it meets all of 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 City of West Point, Commonwealth of Virginia, on the 17th day
of November, 1998.

                                    C&F FINANCIAL CORPORATION
                                    West Point, Virginia

                                    By:   /s/ Larry G. Dillon
                                          -------------------
                                          Larry G. Dillon
                                          President and
                                          Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
NAME                           TITLE                                DATE
            ----                           -----                                ----
President and Chief Executive Officer        November 17, 1998
                                   (Principal Executive Officer)
  /s/ Larry G. Dillon              and Director
 -------------------------
  Larry G. Dillon

                                   Vice President and Chief Accounting          November 17, 1998
                                   Officer (Principal Financial
  /s/ Thomas F. Cherry             and Accounting Officer)
---------------------------

  Thomas F. Cherry

                                   Director                                     _________, 199__
---------------------------
  Sture G. Olsson

  /s/ James H. Hudson, III         Director                                      November 17, 1998
----------------------------
  James H. Hudson, III

  /s/ William E. O'Connell, Jr.    Director                                      November 17, 1998
------------------------------
  William E. O'Connell, Jr.

  /s/ J. P. Causey, Jr.            Director                                      November 17, 1998
-------------------------------
  J. P. Causey, Jr.
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator for the Virginia Bankers Association Defined Contribution Plan for
Citizens and Farmers Bank and the Virginia Bankers Association Defined
Contribution Plan for C&F Mortgage Corporation has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City Richmond, State of Virginia, on November 17, 1998.

                      VIRGINIA BANKERS ASSOCIATION DEFINED
                      CONTRIBUTION PLAN FOR C&F MORTGAGE
                      CORPORATION

                      VIRGINIA BANKERS ASSOCIATION DEFINED
                      CONTRIBUTION PLAN FOR CITIZENS AND
                      FARMERS BANK

                        By: /s/ Roxanne H. Sheppard
                            ------------------------------------------------
                        Title:  Chief Administrative Officer, Virginia
                                Bankers Association Benefits Corporation.
EXHIBIT INDEX

Exhibit Description                   Exhibit Number
-------------------                   --------------

Articles of Incorporation             4.1
(Incorporated by reference from
the Form 10-KSB, filed March 29,
1996)

Bylaws                                4.2
(Incorporated by reference from
the Form 10-KSB, filed March 29,
1996)

Basic Plan Document for the Virginia  4.3
Bankers Association Master Defined
Contribution Plan and Trust

First Amendment to the Virginia       4.4
Bankers Association Master Defined
Contribution Plan and Trust

Second Amendment to the Virginia      4.5
Bankers Association Master Defined
Contribution Plan and Trust

Virginia Bankers Association Defined  4.6
Contribution Plan for Citizens and
Farmers Bank

Virginia Bankers Association Defined  4.7
Contribution Plan for C&F Mortgage
Corporation

Opinion of Mays & Valentine, L.L.P.,  5
with respect to the validity of the
Common Stock, filed herewith

Consent of Yount, Hyde & Barbour,
P.C., Independent Public Accountants  23.1
dated November 17, 1998, filed
herewith.

Consent of Deloitte & Touche LLP,     23.2
Independent Public Accountants dated
November 18, 1998, filed herewith.

Consent of Mays & Valentine, L.L.P.,  23.3
contained in their opinion filed as
Exhibit 5 hereto