As filed with the Securities and Exchange Commission on August 22, 1995.
                                                      Registration No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          CENTRAL FIDELITY BANKS, INC.
               (Exact name of issuer as specified in its charter)
                 Virginia                                     54-1091649
       (State or other jurisdiction                       (I.R.S. employer
     of incorporation or organization)                  identification number)


                1021 East Cary Street, Richmond, Virginia 23219
              (Address of principal executive offices)  (Zip code)
                               __________________

                          CENTRAL FIDELITY BANKS, INC.
                             STOCK AND THRIFT PLAN
                            (Full title of the plan)

                           William N. Stoyko, Esquire
                   Corporate Executive Officer and Secretary
                          Central Fidelity Banks, Inc.
                             1021 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 697-7145
                          (Name, address and telephone
                          number of agent for service)
                                  ___________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>                                                                                 Proposed
        Title of securities           Amount to be          Proposed maximum          maximum aggregate         Amount of
        to be registered(1)           registered(2)   offering price per share(3)     offering price(4)     registration fee
<S>                                      <C>                    <C>                     <C>                     <C>
Common Stock, $5.00 par value . . .      500,000                $31.375                 $15,687,500             $5,410
Rights to Purchase Series A Junior
 Participating Preferred Stock  . .      500,000                  (4)                       (4)                   (4)
</TABLE>


(1)  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 employee benefit plan
     described herein.
(2)  The  amount of  Common Stock registered  hereunder shall  be deemed to
     include any additional shares issuable as a result of any stock split,
     stock  dividend  or   other  change  in  the   capitalization  of  the
     Registrant.
(3)  Pursuant to Rule 457(h), the registration  fee is based on the average
     of  the high ($31.50)  and low ($31.25) prices  reported on the Nasdaq
     National Market on August 18, 1995.
(4)  The Rights to purchase  Series A Junior Participating  Preferred Stock
     will be attached to and  will trade with shares of the Common Stock of
     the Registrant.   Value attributable to  such Rights, if any,  will be
     reflected  in the  market price  of the  shares of  Common Stock.   No
     additional fee is required.
<PAGE>
                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and
made a part hereof:

     (1)  the Registrant's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994, File No. 0-8829, filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934
          (the "Exchange Act");

     (2)  the Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended March 31, 1995 and June 30, 1995 (and any amendments
          thereto);

     (3)  the Registrant's Current Report on Form 8-K filed February 8,
          1995, as amended by Form 8-K/A filed February 9, 1995;

     (4)  the Registrant's Current Reports on Form 8-K filed June 12, 1995
          and July 18, 1995; and

     (5)  the description of the Registrant's Common Stock and associated
          preferred share purchase rights contained in the Registrant's
          Form 8-B filed April 30, 1979; Form 8-A dated May 17, 1989; and
          Amendment No. 1 to Form 8-A dated November 18, 1994.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of 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 modified or supersedes such
earlier 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.
<PAGE>
Item 5.   Interests of Named Experts and Counsel

     Williams, Mullen, Christian & Dobbins, counsel to the Registrant, has
rendered its opinion that the shares of Common Stock which constitute
original issuance securities will, when issued pursuant to the terms and
conditions of the Plan, be validly issued, fully paid and nonassessable. As
of August 14, 1995, certain shareholders and other attorneys employed by
the firm were the beneficial owners of approximately 279,343 shares of the
Registrant's Common Stock.

Item 6.   Indemnification of Directors and Officers

     Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer
for reasonable expenses incurred in any legal proceeding in advance of
final disposition of the proceeding, if the director or officer furnishes
the corporation a written statement of his good faith belief that he has
met the standard of conduct prescribed by the Code, and a determination is
made by the board of directors that such standard has been met.  In a
proceeding by or in the right of the corporation, no indemnification shall
be made in respect of any matter as to which an officer or director is
adjudged to be liable to the corporation, unless the court in which the
proceeding took place determines that, despite such liability, such person
is reasonably entitled to indemnification in view of all of the relevant
circumstances.  In any other proceeding, no indemnification shall be made
if the director or officer is adjudged liable to the corporation on the
basis that personal benefit was improperly received by him.  Corporations
are given the power to make any other or further indemnity, including
advance of expenses, to any director or officer that may be authorized by
the articles of incorporation or any bylaw made by the shareholders, or any
resolution adopted, before or after the event, by the shareholders, except
an indemnity against willful misconduct or a knowing violation of the
criminal law.  Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely
prevails in the defense of any proceeding to which he is a party because he
is or was a director or officer.

     The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses
and liabilities incurred in legal proceedings and authorizing the Board of
Directors to advance and reimburse expenses as permitted by law.  The
Articles of Incorporation of the Registrant also eliminate the liability of
directors and officers to the Registrant or its shareholders for monetary
damages in excess of one dollar as permitted by the Code.

Item 7.   Exemption from Registration Claimed

     Not applicable.
<PAGE>
Item 8.   Exhibits

     The following exhibits are filed on behalf of the Registrant as part
of this Registration Statement:


4.1  Restated Articles of Incorporation of Central Fidelity Banks, Inc.,
     adopted March 14, 1990, incorporated herein by reference to Exhibit
     3.1 to Form 8, dated May 22, 1992, File No. 0-8829.

4.2  Articles of Amendment (to Restated Articles of Incorporation) of
     Central Fidelity Banks, Inc., dated May 18, 1993, incorporated herein
     by reference to Exhibit 4.4 to Form S-3 Registration Statement, dated
     August 31, 1994, File No. 33-55311.

4.3  Restated By-Laws of Central Fidelity Banks, Inc., effective March 14,
     1990, incorporated herein by reference to Exhibit 3.2 to Form 8, dated
     May 22, 1992, File No. 0-8829.

4.4  Form of Common Stock Certificate, incorporated herein by reference to
     Exhibit 4.5 to Form S-3 Registration Statement, filed May 27, 1992,
     File No. 33-48012.

4.5  Amended and Restated Rights Agreement, dated as of November 9, 1994,
     between Central Fidelity Banks, Inc. and Central Fidelity National
     Bank, as Rights Agent, incorporated by reference to Exhibit 1 to Form
     8 Amendment No. 1 to Registration Statement on Form 8-A, File No. 0-
     8829.

4.6  Central Fidelity Banks, Inc. Stock and Thrift Plan.

5.1  Opinion of Williams, Mullen, Christian & Dobbins.

5.2  Internal Revenue Service determination letter, dated April 15, 1995,
     with respect to qualification of the Central Fidelity Banks, Inc.
     Stock and Thrift Plan under Section 401 of the Internal Revenue Code.

23.1 Consent of Williams, Mullen, Christian & Dobbins (included in Exhibit
     5.1).

23.2 Consent of KPMG Peat Marwick LLP.

24   Powers of Attorney.
<PAGE>
Item 9.   Undertakings

     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 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.  Notwithstanding
                     the foregoing, any increase or decrease in volume of
                     securities offered (if the total dollar value of
                     securities offered would not exceed that which was
                     registered) and any deviation from the low or high
                     and of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the
                     aggregate, the changes in volume and price represent
                     no more than 20 percent change in the maximum
                     aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the
                     effective registration statement; and

               (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 paragraph (1)(i) and (1)(ii) shall not
          apply if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act 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.
<PAGE>
          (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.

     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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the 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.

     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 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 its 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.
<PAGE>
                               SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Central
Fidelity Banks, Inc., the Registrant, 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
Richmond, Commonwealth of Virginia, on this 22nd day of August, 1995.

                                   CENTRAL FIDELITY BANKS, INC.

                                   By: /s/ Lewis N. Miller, Jr.
                                     Lewis N. Miller, Jr., Chairman
                                     and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.


       Signature                      Title                    Date

/s/ Lewis N. Miller, Jr.       Chairman of the Board,    August 22, 1995
------------------------       Chief Executive Officer
  Lewis N. Miller, Jr.         and Director


/s/ Charles W. Tysinger        Corporate Executive       August 22, 1995
------------------------       Officer and Treasurer
  Charles W. Tysinger          (Principal Financial
                               Officer)


 /s/ James F. Campbell         Senior Vice President     August 22, 1995
------------------------       and Controller
   James F. Campbell           (Principal Accounting
                               Officer)



           *                         Director            August 22, 1995
------------------------
    James F.  Betts

           *                         Director            August 22, 1995
------------------------
   Alvin R. Clements


           *                         Director            August 22, 1995
------------------------
   Phyllis L. Cothran

           *                         Director            August 22, 1995
------------------------
    Jack H. Ferguson
<PAGE>
       Signature                      Title                    Date


           *                         Director            August 22, 1995
------------------------
   Robert L. Freeman

           *                         Director            August 22, 1995
------------------------
    Thomas R. Glass

           *                         Director            August 22, 1995
------------------------
  Minnie Bassett Lane


           *                         Director            August 22, 1995
------------------------
    George R. Lewis

           *                         Director            August 22, 1995
------------------------
    G. Bruce Miller


                                     Director            August 22, 1995
------------------------
  T. Justin Moore, Jr.

           *                         Director            August 22, 1995
------------------------
   Richard L. Morrill

           *                         Director            August 22, 1995
------------------------
  Lloyd U. Noland, III


           *                         Director            August 22, 1995
------------------------
William G. Reynolds, Jr.

                                     Director            August 22, 1995
------------------------
    Kenneth S. White
<PAGE>
 *William N. Stoyko, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to
powers of attorney duly executed by such persons and filed as an exhibit to
this Registration.



                                        /s/ William N. Stoyko
                                        William N. Stoyko
                                        Attorney-in-Fact



     Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee of the Registrant, as Plan Administrator, has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on August 22, 1995.

                                        CENTRAL FIDELITY BANKS, INC.



                                     By: /s/ Lewis N. Miller, Jr.
                                        Lewis N. Miller, Jr.
                                        Chairman, Benefits Committee
<PAGE>
                              EXHIBIT INDEX

                                    TO
                      FORM S-8 REGISTRATION STATEMENT
                                    FOR
                       CENTRAL FIDELITY BANKS, INC.
                           STOCK AND THRIFT PLAN

                          ______________________


Exhibit
Number               Description of Exhibit

4.1     Restated Articles of Incorporation of Central Fidelity Banks,
        Inc., adopted March 14, 1990, incorporated herein by reference to
        Exhibit 3.1 to Form 8, dated May 22, 1992, File No. 0-8829.

4.2     Articles of Amendment (to Restated Articles of Incorporation) of
        Central Fidelity Banks, Inc., dated May 18, 1993, incorporated
        herein by reference to Exhibit 4.4 to Form S-3 Registration
        Statement, dated August 31, 1994, File No. 33-55311.

4.3     Restated By-Laws of Central Fidelity Banks, Inc., effective March
        14, 1990, incorporated herein by reference to Exhibit 3.2 to Form
        8, dated May 22, 1992, File No. 0-8829.

4.4     Form of Common Stock Certificate, incorporated herein by reference
        to Exhibit 4.5 to Form S-3 Registration Statement, filed May 27,
        1992, File No. 33-48012.

4.5     Amended and Restated Rights Agreement, dated as of November 9,
        1994, between Central Fidelity Banks, Inc. and Central Fidelity
        National Bank, as Rights Agent, incorporated by reference to
        Exhibit 1 to Form 8 Amendment No. 1 to Registration Statement on
        Form 8-A, File No. 0-8829.

4.6     Central Fidelity Banks, Inc. Stock and Thrift Plan.

5.1     Opinion of Williams, Mullen, Christian & Dobbins.

5.2     Internal Revenue Service determination letter, dated April 15,
        1995, with respect to qualification of the Central Fidelity Banks,
        Inc. Stock and Thrift Plan under Section 401 of the Internal
        Revenue Code.
<PAGE>
Exhibit
Number               Description of Exhibit

23.1    Consent of Williams, Mullen, Christian & Dobbins (included in
        Exhibit 5.1).

23.2    Consent of KPMG Peat Marwick LLP.

24      Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21778}]
{"company-data": {"conformed-name": "CENTRAL FIDELITY BANKS INC", "cik": "0000276235", "assigned-sic": "6021", "irs-number": "541091649", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61993", "film-number": "95565793"}, "business-address": {"street1": "1021 E CARY ST", "street2": "P O BOX 27602", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8047824000"}, "mail-address": {"street1": "1021 EAST CARY STREET", "street2": "P O BOX 27602", "city": "RICHMOND", "state": "VA", "zip": "23219"}, "former-company": {"former-conformed-name": "COMMONWEALTH BANKS INC", "date-changed": "19790617"}}
As filed with the Securities and Exchange Commission on August 22, 1995.
                                                      Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          CENTRAL FIDELITY BANKS, INC.
               (Exact name of issuer as specified in its charter)
                 Virginia                                     54-1091649
       (State or other jurisdiction                       (I.R.S. employer
     of incorporation or organization)                  identification number)

                1021 East Cary Street, Richmond, Virginia 23219
              (Address of principal executive offices)  (Zip code)
                               __________________

                          CENTRAL FIDELITY BANKS, INC.
                             STOCK AND THRIFT PLAN
                            (Full title of the plan)

                           William N. Stoyko, Esquire
                   Corporate Executive Officer and Secretary
                          Central Fidelity Banks, Inc.
                             1021 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 697-7145
                          (Name, address and telephone
                          number of agent for service)
                                  ___________

                         CALCULATION OF REGISTRATION FEE
Proposed
        Title of securities           Amount to be          Proposed maximum          maximum aggregate         Amount of
        to be registered(1)           registered(2)   offering price per share(3)     offering price(4)     registration fee
Common Stock, $5.00 par value . . .      500,000                $31.375                 $15,687,500             $5,410
Rights to Purchase Series A Junior
 Participating Preferred Stock  . .      500,000                  (4)                       (4)                   (4)
(1)  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 employee benefit plan
     described herein.
(2)  The  amount of  Common Stock registered  hereunder shall  be deemed to
     include any additional shares issuable as a result of any stock split,
     stock  dividend  or   other  change  in  the   capitalization  of  the
     Registrant.
(3)  Pursuant to Rule 457(h), the registration  fee is based on the average
     of  the high ($31.50)  and low ($31.25) prices  reported on the Nasdaq
     National Market on August 18, 1995.
(4)  The Rights to purchase  Series A Junior Participating  Preferred Stock
     will be attached to and  will trade with shares of the Common Stock of
     the Registrant.   Value attributable to  such Rights, if any,  will be
     reflected  in the  market price  of the  shares of  Common Stock.   No
     additional fee is required.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and
made a part hereof:

     (1)  the Registrant's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1994, File No. 0-8829, filed pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934
          (the "Exchange Act");

     (2)  the Registrant's Quarterly Reports on Form 10-Q for the quarters
          ended March 31, 1995 and June 30, 1995 (and any amendments
          thereto);

     (3)  the Registrant's Current Report on Form 8-K filed February 8,
          1995, as amended by Form 8-K/A filed February 9, 1995;

     (4)  the Registrant's Current Reports on Form 8-K filed June 12, 1995
          and July 18, 1995; and

     (5)  the description of the Registrant's Common Stock and associated
          preferred share purchase rights contained in the Registrant's
          Form 8-B filed April 30, 1979; Form 8-A dated May 17, 1989; and
          Amendment No. 1 to Form 8-A dated November 18, 1994.

     All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of 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 modified or supersedes such
earlier 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

     Williams, Mullen, Christian & Dobbins, counsel to the Registrant, has
rendered its opinion that the shares of Common Stock which constitute
original issuance securities will, when issued pursuant to the terms and
conditions of the Plan, be validly issued, fully paid and nonassessable. As
of August 14, 1995, certain shareholders and other attorneys employed by
the firm were the beneficial owners of approximately 279,343 shares of the
Registrant's Common Stock.

Item 6.   Indemnification of Directors and Officers

     Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the
"Code") permits a Virginia corporation to indemnify any director or officer
for reasonable expenses incurred in any legal proceeding in advance of
final disposition of the proceeding, if the director or officer furnishes
the corporation a written statement of his good faith belief that he has
met the standard of conduct prescribed by the Code, and a determination is
made by the board of directors that such standard has been met.  In a
proceeding by or in the right of the corporation, no indemnification shall
be made in respect of any matter as to which an officer or director is
adjudged to be liable to the corporation, unless the court in which the
proceeding took place determines that, despite such liability, such person
is reasonably entitled to indemnification in view of all of the relevant
circumstances.  In any other proceeding, no indemnification shall be made
if the director or officer is adjudged liable to the corporation on the
basis that personal benefit was improperly received by him.  Corporations
are given the power to make any other or further indemnity, including
advance of expenses, to any director or officer that may be authorized by
the articles of incorporation or any bylaw made by the shareholders, or any
resolution adopted, before or after the event, by the shareholders, except
an indemnity against willful misconduct or a knowing violation of the
criminal law.  Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely
prevails in the defense of any proceeding to which he is a party because he
is or was a director or officer.

     The Articles of Incorporation of the Registrant contain provisions
indemnifying the directors and officers of the Registrant against expenses
and liabilities incurred in legal proceedings and authorizing the Board of
Directors to advance and reimburse expenses as permitted by law.  The
Articles of Incorporation of the Registrant also eliminate the liability of
directors and officers to the Registrant or its shareholders for monetary
damages in excess of one dollar as permitted by the Code.

Item 7.   Exemption from Registration Claimed

     Not applicable.
Item 8.   Exhibits

     The following exhibits are filed on behalf of the Registrant as part
of this Registration Statement:

4.1  Restated Articles of Incorporation of Central Fidelity Banks, Inc.,
     adopted March 14, 1990, incorporated herein by reference to Exhibit
     3.1 to Form 8, dated May 22, 1992, File No. 0-8829.

4.2  Articles of Amendment (to Restated Articles of Incorporation) of
     Central Fidelity Banks, Inc., dated May 18, 1993, incorporated herein
     by reference to Exhibit 4.4 to Form S-3 Registration Statement, dated
     August 31, 1994, File No. 33-55311.

4.3  Restated By-Laws of Central Fidelity Banks, Inc., effective March 14,
     1990, incorporated herein by reference to Exhibit 3.2 to Form 8, dated
     May 22, 1992, File No. 0-8829.

4.4  Form of Common Stock Certificate, incorporated herein by reference to
     Exhibit 4.5 to Form S-3 Registration Statement, filed May 27, 1992,
     File No. 33-48012.

4.5  Amended and Restated Rights Agreement, dated as of November 9, 1994,
     between Central Fidelity Banks, Inc. and Central Fidelity National
     Bank, as Rights Agent, incorporated by reference to Exhibit 1 to Form
     8 Amendment No. 1 to Registration Statement on Form 8-A, File No. 0-
     8829.

4.6  Central Fidelity Banks, Inc. Stock and Thrift Plan.

5.1  Opinion of Williams, Mullen, Christian & Dobbins.

5.2  Internal Revenue Service determination letter, dated April 15, 1995,
     with respect to qualification of the Central Fidelity Banks, Inc.
     Stock and Thrift Plan under Section 401 of the Internal Revenue Code.

23.1 Consent of Williams, Mullen, Christian & Dobbins (included in Exhibit
     5.1).

23.2 Consent of KPMG Peat Marwick LLP.

24   Powers of Attorney.
Item 9.   Undertakings

     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 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.  Notwithstanding
                     the foregoing, any increase or decrease in volume of
                     securities offered (if the total dollar value of
                     securities offered would not exceed that which was
                     registered) and any deviation from the low or high
                     and of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the
                     aggregate, the changes in volume and price represent
                     no more than 20 percent change in the maximum
                     aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in the
                     effective registration statement; and

               (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 paragraph (1)(i) and (1)(ii) shall not
          apply if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in a post-
          effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the
          Exchange Act 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.
(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.

     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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the 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.

     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 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 its 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Central
Fidelity Banks, Inc., the Registrant, 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
Richmond, Commonwealth of Virginia, on this 22nd day of August, 1995.

                                   CENTRAL FIDELITY BANKS, INC.

                                   By: /s/ Lewis N. Miller, Jr.
                                     Lewis N. Miller, Jr., Chairman
                                     and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.

       Signature                      Title                    Date

/s/ Lewis N. Miller, Jr.       Chairman of the Board,    August 22, 1995
------------------------       Chief Executive Officer
  Lewis N. Miller, Jr.         and Director

/s/ Charles W. Tysinger        Corporate Executive       August 22, 1995
------------------------       Officer and Treasurer
  Charles W. Tysinger          (Principal Financial
                               Officer)

 /s/ James F. Campbell         Senior Vice President     August 22, 1995
------------------------       and Controller
   James F. Campbell           (Principal Accounting
                               Officer)

           *                         Director            August 22, 1995
------------------------
    James F.  Betts

           *                         Director            August 22, 1995
------------------------
   Alvin R. Clements

           *                         Director            August 22, 1995
------------------------
   Phyllis L. Cothran

           *                         Director            August 22, 1995
------------------------
    Jack H. Ferguson
Signature                      Title                    Date

           *                         Director            August 22, 1995
------------------------
   Robert L. Freeman

           *                         Director            August 22, 1995
------------------------
    Thomas R. Glass

           *                         Director            August 22, 1995
------------------------
  Minnie Bassett Lane

           *                         Director            August 22, 1995
------------------------
    George R. Lewis

           *                         Director            August 22, 1995
------------------------
    G. Bruce Miller

                                     Director            August 22, 1995
------------------------
  T. Justin Moore, Jr.

           *                         Director            August 22, 1995
------------------------
   Richard L. Morrill

           *                         Director            August 22, 1995
------------------------
  Lloyd U. Noland, III

           *                         Director            August 22, 1995
------------------------
William G. Reynolds, Jr.

                                     Director            August 22, 1995
------------------------
    Kenneth S. White
*William N. Stoyko, by signing his name hereto, signs this document on
behalf of each of the persons indicated by an asterisk above pursuant to
powers of attorney duly executed by such persons and filed as an exhibit to
this Registration.

                                        /s/ William N. Stoyko
                                        William N. Stoyko
                                        Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee of the Registrant, as Plan Administrator, has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia, on August 22, 1995.

                                        CENTRAL FIDELITY BANKS, INC.

                                     By: /s/ Lewis N. Miller, Jr.
                                        Lewis N. Miller, Jr.
                                        Chairman, Benefits Committee
EXHIBIT INDEX

                                    TO
                      FORM S-8 REGISTRATION STATEMENT
                                    FOR
                       CENTRAL FIDELITY BANKS, INC.
                           STOCK AND THRIFT PLAN

                          ______________________

Exhibit
Number               Description of Exhibit

4.1     Restated Articles of Incorporation of Central Fidelity Banks,
        Inc., adopted March 14, 1990, incorporated herein by reference to
        Exhibit 3.1 to Form 8, dated May 22, 1992, File No. 0-8829.

4.2     Articles of Amendment (to Restated Articles of Incorporation) of
        Central Fidelity Banks, Inc., dated May 18, 1993, incorporated
        herein by reference to Exhibit 4.4 to Form S-3 Registration
        Statement, dated August 31, 1994, File No. 33-55311.

4.3     Restated By-Laws of Central Fidelity Banks, Inc., effective March
        14, 1990, incorporated herein by reference to Exhibit 3.2 to Form
        8, dated May 22, 1992, File No. 0-8829.

4.4     Form of Common Stock Certificate, incorporated herein by reference
        to Exhibit 4.5 to Form S-3 Registration Statement, filed May 27,
        1992, File No. 33-48012.

4.5     Amended and Restated Rights Agreement, dated as of November 9,
        1994, between Central Fidelity Banks, Inc. and Central Fidelity
        National Bank, as Rights Agent, incorporated by reference to
        Exhibit 1 to Form 8 Amendment No. 1 to Registration Statement on
        Form 8-A, File No. 0-8829.

4.6     Central Fidelity Banks, Inc. Stock and Thrift Plan.

5.1     Opinion of Williams, Mullen, Christian & Dobbins.

5.2     Internal Revenue Service determination letter, dated April 15,
        1995, with respect to qualification of the Central Fidelity Banks,
        Inc. Stock and Thrift Plan under Section 401 of the Internal
        Revenue Code.
Exhibit
Number               Description of Exhibit

23.1    Consent of Williams, Mullen, Christian & Dobbins (included in
        Exhibit 5.1).

23.2    Consent of KPMG Peat Marwick LLP.

24      Powers of Attorney.