<PAGE>

     As Filed with the Securities and Exchange Commission on July 2, 2001
     --------------------------------------------------------------------
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         HAMPTON ROADS BANKSHARES, INC.
             (Exact name of registrant as specified in its charter)

              Virginia                         54-1408074
              (State of Incorporation) (IRS Employer Identification Number)

                               201 Volvo Parkway
                           Chesapeake, Virginia 23320
                    (Address of Principal Executive Offices)

                                 (757) 436-1000
              (Registrant's telephone number including area code)

                         HAMPTON ROADS BANKSHARES, INC.

           The Bank of Hampton Roads Defined Contribution 401(k) Plan
       Non-Qualified Limited Stock Option Plan For Directors & Employees
                      Directors Deferred Compensation Plan
                            (Full title of the Plan)
                      ___________________________________
                                 Jack W. Gibson
                     President and Chief Executive Officer
                               201 Volvo Parkway
                           Chesapeake, Virginia 23320
                                 (757) 436-1000
           (Name, address and telephone number of agent for service)
                      ___________________________________
                                    Copy to:
                          T. Richard Litton, Jr., Esq.
                               Kaufman & Canoles
                              One Commercial Place
                                 P.O. Box 3037
                            Norfolk, Virginia  23514
                                 (757) 624-3241

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                         Proposed               Proposed
Title of                                                  Maximum                Maximum
Securities                         Amount                Offering               Aggregate              Amount of
to be                               to be                  Price                Offering             Registration
Registered                     Registered/(1)/           Per Share                Price                Fee/(2)/
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                    <C>                    <C>
Common Stock, par value
 $0.625 per share             3,250,000 shares               $4.41            $14,332,500              $3,583.13
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
  (1)     This Registration Statement covers shares of Common Stock of the
  registrant which may be offered or sold pursuant to the registrant's Non-
  Qualified Limited Stock Option Plan For Directors & Employees and Directors
  Deferred Compensation Plan or pursuant to The Bank of Hampton Roads' Defined
  Contribution 401(k) Plan. In addition, pursuant to Rule 416(c) under the
  Securities Act of 1933, this Registration Statement also covers an
  indeterminate amount of interests to be offered or sold pursuant to the
  benefit plans described herein. Pursuant to Rule 457(h)(2), no separate
  registration fee is required with respect to the interests in the Bank of
  Hampton Roads 401(k) Plan. This Registration Statement also relates to an
  indeterminate number of shares of Common Stock that may be issued upon stock
  splits, stock dividends or similar transactions in accordance with Rule
  416(a).

  (2)     Pursuant to Rules 457(c) and 457(h), the registration fee was computed
  on the basis of the book value of the registrant's Common Stock as of March
  31, 2001.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note:  The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act").  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  Hampton Roads Bankshares, Inc. (the
"Registrant"' or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428.  Upon request, the Registrant shall
furnish the Commission or its staff a copy or copies of all of the documents
included in such file.

                                       2
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Board of Governors of the
Federal Reserve System (the "FRB") by The Bank of Hampton Roads (the "Bank") are
incorporated as of their respective dates in this Registration Statement by
reference:

          (a)  The Bank's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000.

          (b)  The Bank's Quarterly Report on Form 10-QSB for the three month
period ended March 31, 2001; and

          (c)  The description of the Registrant's Common Stock contained in the
Bank's Proxy Statement dated March 15, 2001.

               All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be incorporated by reference in this Registration Statement and are a part
hereof from the date of filing such documents. Copies of these documents are not
required to be filed with the Registration Statement. 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

          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 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

                                       3
<PAGE>

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 .

Item 7.   Exemption from Registration Claimed.

    Not Applicable.

Item 8.   Exhibits.

          Exhibit
          Number         Description

          4.1       Articles of Incorporation of Hampton Roads Bankshares, Inc.
                    (incorporated by reference to the Registrant's Current
                    Report on Form 8-K12G3 filed with the Commission on July 2,
                    2001).

          4.2       Bylaws of Hampton Roads Bankshares, Inc.(incorporated by
                    reference to the Registrant's Current Report on Form 8-K12G3
                    filed with the Commission on July 2, 2001).

          5.1       Opinion of Kaufman & Canoles, P.C. as to legality of the
                    securities being registered.

          23.1      Consent of PricewaterhouseCoopers, LLP

          23.2      Consent of Kaufman & Canoles, P.C. (filed with Exhibit 5.1)

          24.1      Powers of Attorney (included on the signature pages of this
                    Registration Statement).

          In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as amended,
and an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the Company hereby undertakes to submit the Plan and any amendments thereto to
the IRS in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

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 the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
and

                (iii) 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;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is 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 the 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.

                                       4
<PAGE>

     (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 or the Plan'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.

                                       5
<PAGE>

                                   SIGNATURES


     In accordance with the requirements of the Securities Act of 1933, as
amended, 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 Chesapeake, Virginia, on June 30, 2001.

                         HAMPTON ROADS BANKSHARES, INC.

                         By: /s/ Jack W. Gibson
                            --------------------------------
                                 Jack W. Gibson, President
                                 and Chief Executive Officer

                               POWER OF ATTORNEY

     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.  Each person, in so signing, also makes,
constitutes and appoints Jack W. Gibson his true and lawful attorney-in-fact in
his place and stead, to execute and cause to be filed with the Securities and
Exchange Commission any and all amendments to this Registration Statement.

     Witness our hands and common seals on the date set forth below.

<TABLE>
<CAPTION>
                    Signature                                        Title                              Date
                    ---------                                        -----                              ----
<S>                                                 <C>                                       <C>
  /s/ Jack W. Gibson                                 Director, Chief Executive Officer and         June 30, 2001
---------------------------------------------       President (Principal Executive Officer)
Jack W. Gibson

  /s/ Robert G. Bagley                                  Director, Senior Vice President            June 30, 2001
---------------------------------------------
Robert G. Bagley

  /s/ Cynthia A. Sabol                                 Chief Financial Officer (Principal          June 30, 2001
---------------------------------------------           Financial Officer and Principal
Cynthia A. Sabol                                              Accounting Officer)

  /s/ Warren L. Aleck                                               Director                       June 30, 2001
---------------------------------------------
Warren L. Aleck

  /s/ Robert W. Clyburn                                             Director                       June 30, 2001
---------------------------------------------
Robert W. Clyburn

  /s/ Durwood S. Curling                                            Director                       June 30, 2001
---------------------------------------------
Durwood S. Curling

  /s/ Herman A. Hall, III                                           Director                       June 30, 2001
---------------------------------------------
Herman A. Hall, III

  /s/ W. Lewis Witt                                                 Director                       June 30, 2001
---------------------------------------------
W. Lewis Witt

  /s/ William J. Hearring                                           Director                       June 30, 2001
---------------------------------------------
William J. Hearring

  /s/ Henry P. Barham, DDS                                          Director                       June 30, 2001
---------------------------------------------
Henry P. Barham, DDS
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                    Signature                                        Title                              Date
                    ---------                                        -----                              ----
<S>                                                 <C>                                       <C>
   /s/ Robert H. Powell, III                                        Director                       June 30, 2001
--------------------------------------------------
Robert H. Powell, III

  /s/ Bobby L. Ralph                                                Director                       June 30, 2001
--------------------------------------------------
Bobby L. Ralph

  /s/ Emil A. Viola                                                 Director                       June 30, 2001
--------------------------------------------------
Emil A. Viola

</TABLE>


    Pursuant to the requirements of the Securities Act of 1933, The Bank of
Hampton Roads Defined Contribution 401(k) Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chesapeake, Commonwealth of Virginia, on June 30,
2001.


                                  THE BANK OF HAMPTON ROADS DEFINED CONTRIBUTION
                                  401(k) PLAN


                                  By: /s/ Jack W. Gibson
                                     ------------------------
                                      Title: Plan Trustee

                                       7
<PAGE>

                                 EXHIBIT INDEX



<TABLE>
<CAPTION>

      Exhibit                         Description
      Number
<S>                  <C>
        4.1          Articles of Incorporation of Hampton Roads Bankshares, Inc.
                     (incorporated by reference to the Registrant's Current
                     Report on Form 8-K12G3 filed with the Commission on July 2,
                     2001).

        4.2          Bylaws of Hampton Roads Bankshares, Inc. (incorporated by
                     reference to the Registrant's Current Report on Form 8-
                     K12G3 filed with the Commission on July 2, 2001).

        5.1          Opinion of Kaufman & Canoles, P.C. as to legality of the
                     securities being registered.

       23.1          Consent of PricewaterhouseCoopers, LLP

       23.2          Consent of Kaufman & Canoles (filed with Exhibit 5.1)

       24.1          Powers of Attorney (included on the signature pages of this
                     registration statement)
</TABLE>

                                       8
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{"company-data": {"conformed-name": "HAMPTON ROADS BANKSHARES INC", "cik": "0001143155", "assigned-sic": "", "irs-number": "541408074", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64346", "film-number": "1673592"}, "business-address": {"street1": "201 VOLVO PARKWAY", "city": "CHESAPEAKE", "state": "VA", "zip": "23320", "phone": "7574361000"}, "mail-address": {"street1": "201 VOLVO PARKWAY", "city": "CHESAPEAKE", "state": "VA", "zip": "23320"}}
As Filed with the Securities and Exchange Commission on July 2, 2001
     --------------------------------------------------------------------
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         HAMPTON ROADS BANKSHARES, INC.
             (Exact name of registrant as specified in its charter)

              Virginia                         54-1408074
              (State of Incorporation) (IRS Employer Identification Number)

                               201 Volvo Parkway
                           Chesapeake, Virginia 23320
                    (Address of Principal Executive Offices)

                                 (757) 436-1000
              (Registrant's telephone number including area code)

                         HAMPTON ROADS BANKSHARES, INC.

           The Bank of Hampton Roads Defined Contribution 401(k) Plan
       Non-Qualified Limited Stock Option Plan For Directors & Employees
                      Directors Deferred Compensation Plan
                            (Full title of the Plan)
                      ___________________________________
                                 Jack W. Gibson
                     President and Chief Executive Officer
                               201 Volvo Parkway
                           Chesapeake, Virginia 23320
                                 (757) 436-1000
           (Name, address and telephone number of agent for service)
                      ___________________________________
                                    Copy to:
                          T. Richard Litton, Jr., Esq.
                               Kaufman & Canoles
                              One Commercial Place
                                 P.O. Box 3037
                            Norfolk, Virginia  23514
                                 (757) 624-3241

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                         Proposed               Proposed
Title of                                                  Maximum                Maximum
Securities                         Amount                Offering               Aggregate              Amount of
to be                               to be                  Price                Offering             Registration
Registered                     Registered/(1)/           Per Share                Price                Fee/(2)/
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $0.625 per share             3,250,000 shares               $4.41            $14,332,500              $3,583.13
------------------------------------------------------------------------------------------------------------------------------------
(1)     This Registration Statement covers shares of Common Stock of the
  registrant which may be offered or sold pursuant to the registrant's Non-
  Qualified Limited Stock Option Plan For Directors & Employees and Directors
  Deferred Compensation Plan or pursuant to The Bank of Hampton Roads' Defined
  Contribution 401(k) Plan. In addition, pursuant to Rule 416(c) under the
  Securities Act of 1933, this Registration Statement also covers an
  indeterminate amount of interests to be offered or sold pursuant to the
  benefit plans described herein. Pursuant to Rule 457(h)(2), no separate
  registration fee is required with respect to the interests in the Bank of
  Hampton Roads 401(k) Plan. This Registration Statement also relates to an
  indeterminate number of shares of Common Stock that may be issued upon stock
  splits, stock dividends or similar transactions in accordance with Rule
  416(a).

  (2)     Pursuant to Rules 457(c) and 457(h), the registration fee was computed
  on the basis of the book value of the registrant's Common Stock as of March
  31, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note:  The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act").  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  Hampton Roads Bankshares, Inc. (the
"Registrant"' or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428.  Upon request, the Registrant shall
furnish the Commission or its staff a copy or copies of all of the documents
included in such file.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed with the Board of Governors of the
Federal Reserve System (the "FRB") by The Bank of Hampton Roads (the "Bank") are
incorporated as of their respective dates in this Registration Statement by
reference:

          (a)  The Bank's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000.

          (b)  The Bank's Quarterly Report on Form 10-QSB for the three month
period ended March 31, 2001; and

          (c)  The description of the Registrant's Common Stock contained in the
Bank's Proxy Statement dated March 15, 2001.

               All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be incorporated by reference in this Registration Statement and are a part
hereof from the date of filing such documents. Copies of these documents are not
required to be filed with the Registration Statement. 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

          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 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

                                       3
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 .

Item 7.   Exemption from Registration Claimed.

    Not Applicable.

Item 8.   Exhibits.

          Exhibit
          Number         Description

          4.1       Articles of Incorporation of Hampton Roads Bankshares, Inc.
                    (incorporated by reference to the Registrant's Current
                    Report on Form 8-K12G3 filed with the Commission on July 2,
                    2001).

          4.2       Bylaws of Hampton Roads Bankshares, Inc.(incorporated by
                    reference to the Registrant's Current Report on Form 8-K12G3
                    filed with the Commission on July 2, 2001).

          5.1       Opinion of Kaufman & Canoles, P.C. as to legality of the
                    securities being registered.

          23.1      Consent of PricewaterhouseCoopers, LLP

          23.2      Consent of Kaufman & Canoles, P.C. (filed with Exhibit 5.1)

          24.1      Powers of Attorney (included on the signature pages of this
                    Registration Statement).

          In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as amended,
and an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the Company hereby undertakes to submit the Plan and any amendments thereto to
the IRS in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.

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 the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
and

                (iii) 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;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is 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 the 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.

                                       4
(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 or the Plan'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.

                                       5
SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, as
amended, 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 Chesapeake, Virginia, on June 30, 2001.

                         HAMPTON ROADS BANKSHARES, INC.

                         By: /s/ Jack W. Gibson
                            --------------------------------
                                 Jack W. Gibson, President
                                 and Chief Executive Officer

                               POWER OF ATTORNEY

     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.  Each person, in so signing, also makes,
constitutes and appoints Jack W. Gibson his true and lawful attorney-in-fact in
his place and stead, to execute and cause to be filed with the Securities and
Exchange Commission any and all amendments to this Registration Statement.

     Witness our hands and common seals on the date set forth below.
Signature                                        Title                              Date
                    ---------                                        -----                              ----
/s/ Jack W. Gibson                                 Director, Chief Executive Officer and         June 30, 2001
---------------------------------------------       President (Principal Executive Officer)
Jack W. Gibson

  /s/ Robert G. Bagley                                  Director, Senior Vice President            June 30, 2001
---------------------------------------------
Robert G. Bagley

  /s/ Cynthia A. Sabol                                 Chief Financial Officer (Principal          June 30, 2001
---------------------------------------------           Financial Officer and Principal
Cynthia A. Sabol                                              Accounting Officer)

  /s/ Warren L. Aleck                                               Director                       June 30, 2001
---------------------------------------------
Warren L. Aleck

  /s/ Robert W. Clyburn                                             Director                       June 30, 2001
---------------------------------------------
Robert W. Clyburn

  /s/ Durwood S. Curling                                            Director                       June 30, 2001
---------------------------------------------
Durwood S. Curling

  /s/ Herman A. Hall, III                                           Director                       June 30, 2001
---------------------------------------------
Herman A. Hall, III

  /s/ W. Lewis Witt                                                 Director                       June 30, 2001
---------------------------------------------
W. Lewis Witt

  /s/ William J. Hearring                                           Director                       June 30, 2001
---------------------------------------------
William J. Hearring

  /s/ Henry P. Barham, DDS                                          Director                       June 30, 2001
---------------------------------------------
Henry P. Barham, DDS
6
Signature                                        Title                              Date
                    ---------                                        -----                              ----
/s/ Robert H. Powell, III                                        Director                       June 30, 2001
--------------------------------------------------
Robert H. Powell, III

  /s/ Bobby L. Ralph                                                Director                       June 30, 2001
--------------------------------------------------
Bobby L. Ralph

  /s/ Emil A. Viola                                                 Director                       June 30, 2001
--------------------------------------------------
Emil A. Viola
Pursuant to the requirements of the Securities Act of 1933, The Bank of
Hampton Roads Defined Contribution 401(k) Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chesapeake, Commonwealth of Virginia, on June 30,
2001.

                                  THE BANK OF HAMPTON ROADS DEFINED CONTRIBUTION
                                  401(k) PLAN

                                  By: /s/ Jack W. Gibson
                                     ------------------------
                                      Title: Plan Trustee

                                       7
EXHIBIT INDEX
Exhibit                         Description
      Number
4.1          Articles of Incorporation of Hampton Roads Bankshares, Inc.
                     (incorporated by reference to the Registrant's Current
                     Report on Form 8-K12G3 filed with the Commission on July 2,
                     2001).

        4.2          Bylaws of Hampton Roads Bankshares, Inc. (incorporated by
                     reference to the Registrant's Current Report on Form 8-
                     K12G3 filed with the Commission on July 2, 2001).

        5.1          Opinion of Kaufman & Canoles, P.C. as to legality of the
                     securities being registered.

       23.1          Consent of PricewaterhouseCoopers, LLP

       23.2          Consent of Kaufman & Canoles (filed with Exhibit 5.1)

       24.1          Powers of Attorney (included on the signature pages of this
                     registration statement)
8