AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1996
                                                     REGISTRATION NO. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          JAMES RIVER BANKSHARES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           VIRGINIA                                       54-1740210
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

     101 EAST WASHINGTON STREET
             SUFFOLK, VA                                    23434
(Address of Principal Executive Office)                   (Zip Code)

                          JAMES RIVER BANKSHARES, INC.
                         1996 EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)

                              JODY M. WAGNER, ESQ.
                                KAUFMAN & CANOLES
                                 P. O. BOX 3037
                             NORFOLK, VA 23514-3037
                     (Name and Address of Agent for Service)

                                 (804) 624-3294
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

======================================================================================================
                                                                        Proposed
    Title of                                     Proposed                Maximum
   Securities              Amount                Maximum                Aggregate         Amount of
      to be                to be              Offering Price            Offering         Registration
   Registered            Registered            Per Share(1)             Price(1)            Fee(1)
- ------------------------------------------------------------------------------------------------------
<S> <C>
COMMON STOCK,
$5.00 PAR VALUE           500,000                 $23.25              $11,625,000        $4,008.62
======================================================================================================
</TABLE>

(1)      PURSUANT TO RULES 457(C) AND 457(H), THE REGISTRATION FEE WAS COMPUTED
         USING $23.25 PER SHARE OF COMMON STOCK, THE AVERAGE OF THE HIGH AND THE
         LOW SALES PRICES OF THE COMMON STOCK REPORTED BY THE CONSOLIDATED
         REPORTING SYSTEM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
         INC. NATIONAL MARKET SYSTEM AS OF JULY 8, 1996.

- ------------------------
         EXHIBIT INDEX CAN BE FOUND ON PAGE 8.


<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS


         Item 3:  Incorporation of Documents by Reference.

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

                  (a) The Company's Annual Report on Form 10-K, as amended, for
the Company's fiscal year ended December 31, 1995 filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (b) All reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the Company's fiscal year ended December 31,
1995.

                  (c) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Registration Statement on Form
8-A, which became effective on June 29, 1995.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

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

         Item 4:  Description of Securities.

         Not applicable.

                                        1

<PAGE>




         Item 5:  Interests of the Named Experts and Counsel.

         Not applicable.

         Item 6:  Indemnification of Directors and Officers.

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

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

                                                    2

<PAGE>



manner prescribed by the Act and any other applicable law, the Company shall
indemnify a director or officer of the Company who is or was a party to any
proceeding by reason of the fact that he is or was such a director or officer or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. Any aforesaid reference to directors,
officers, employees or agents includes former directors, officers, employees and
agents and their respective heirs, executors and administrators.

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

         Item 7:  Exemption from Registration Claimed.

         Not applicable.

         Item 8:  Exhibits.


       Number                        Description

        4.1     Articles of Incorporation of James River Bankshares, Inc.
                (incorporated herein by reference to the Registrant's
                Registration Statement on Form S-4, Registration No. 33-
                88322, filed with the Securities and Exchange Commission
                on January 6, 1995).

        4.2     Bylaws of James River Bankshares, Inc. (incorporated
                herein by reference to the Registrant's Registration
                Statement on Form S-4, Registration No. 33-88322, filed
                with the Securities and Exchange Commission on January 6,
                1995).

        4.3     Form of James River Bankshares, Inc. Common Stock
                Certificate (incorporated by reference to the Registrant's
                Registration Statement on Form S-4, Registration No. 33-
                88322, filed with the Securities and Exchange Commission
                on January 6, 1995).

        5.1     Opinion of Kaufman & Canoles, filed herewith.

       23.1     Consent of Frank Edward Sheffer & Co., filed herewith.

       23.2     Consent of Erny & Mason, P.C., filed herewith.


                                          3

<PAGE>





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

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

       99.1     James River Bankshares, Inc. 1996 Employee Stock Option
                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
to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;

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

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

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

                  (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or

                                        4

<PAGE>



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


         Pursuant to the requirements of the Securities Act of 1933, 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 Suffolk, Commonwealth of Virginia, on July 10, 1996.


                                               JAMES RIVER BANKSHARES, INC.


                                               By: /s/ Harold U. Blythe
                                                   Harold U. Blythe, President


                                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 Harold U. Blythe and Glenn T. McCall and each of them
individually, 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> 
 /s/ Elmon T. Gray                         Chairman of The Board                      July 10, 1996
- --------------------------                 and Director  
Elmon T. Gray                              

 /s/ G.P. Jackson                          Vice Chairman of the                       July 10, 1996
- ----------------------------               Board and Director
G. P. Jackson                              

/s/ Harold U. Blythe                       President and Chief                        July 10, 1996
- --------------------------                 Executive Officer, Director   
Harold U. Blythe                           (Principal Executive Officer) 
                                           



<PAGE>





 /s/ Glenn T. McCall                       Senior Vice President and                  July 10, 1996
- --------------------------                 Chief Financial Officer, 
Glenn T. McCall                            Director (Principal      
                                           Financial and Accounting 
                                           Officer)                 
                                           

 /s/ James E. Butler, Jr.                  Director                                   July 10, 1996
- --------------------------
James E. Butler, Jr.

 /s/ Bruce B. Gray                         Director                                   July 10, 1996
- ---------------------------
Bruce B. Gray

 /s/ Ben P. Kanak                          Director                                   July 10, 1996
- ---------------------------
Ben P. Kanak

 /s/ John A. Ramsey, Jr.                   Director                                   July 10, 1996
- --------------------------
John A. Ramsey, Jr.

 /s/ Robert E. Spencer, Jr.                Director                                   July 10, 1996
- ----------------------------
Robert E. Spencer, Jr.

 /s/ E.V. Stephenson, Jr.                  Director                                   July 10, 1996
- ----------------------------
E. V. Stephenson, Jr.

 /s/ James C. Stewart                      Director                                   July 10, 1996
- ----------------------------
James C. Stewart

</TABLE>



<PAGE>


                                  EXHIBIT INDEX

         The following exhibits are filed herewith unless otherwise indicated:

                                                                      Sequential
                                                                         Page
   Number                 Description                                   Number

     4.1     Articles of Incorporation of James River                     *
             Bankshares, Inc. (incorporated herein by
             reference to the Registrant's Registration
             Statement on Form S-4, Registration No. 33-
             88322, filed with the Securities and Exchange
             Commission on January 6, 1995).

     4.2     Bylaws of James River Bankshares, Inc.                       *
             (incorporated herein by reference to the
             Registrant's Registration Statement on Form S-
             4, Registration No. 33-88322, filed with the
             Securities and Exchange Commission on
             January 6, 1995).

     4.3     Form of James River Bankshares, Inc. Common                  *
             Stock Certificate (incorporated by reference to
             the Registrant's Registration Statement on Form
             S-4, Registration No. 33-88322, filed with the
             Securities and Exchange Commission on January 6, 1995).

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

  **23.1     Consent of Frank Edward Sheffer & Co., filed
             herewith.

  **23.2     Consent of Erny & Mason, P.C., filed herewith.

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

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

  **99.1     James River Bankshares, Inc. 1996 Employee
             Stock Option Plan.


_______________

*        Not filed herewith. In accordance with Rule 12b-32 of the General Rules
         and Regulations under the Securities Exchange Act of 1934, the exhibit
         is incorporated by reference.
**       Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "JAMES RIVER BANKSHARES S-8", "secsgml_size_bytes": 19191}]
{"company-data": {"conformed-name": "JAMES RIVER BANKSHARES INC", "cik": "0000935037", "assigned-sic": "6022", "irs-number": "541740210", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07999", "film-number": "96593772"}, "business-address": {"street1": "101 E WASHINGTON ST", "city": "SUFFOLK", "state": "VA", "zip": "23434", "phone": "8045390241"}, "mail-address": {"street1": "101 EAST WASHINGTON STREET", "city": "SUFFOLK", "state": "VA", "zip": "23434"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1996
                                                     REGISTRATION NO. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          JAMES RIVER BANKSHARES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           VIRGINIA                                       54-1740210
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

     101 EAST WASHINGTON STREET
             SUFFOLK, VA                                    23434
(Address of Principal Executive Office)                   (Zip Code)

                          JAMES RIVER BANKSHARES, INC.
                         1996 EMPLOYEE STOCK OPTION PLAN
                            (Full Title of the Plan)

                              JODY M. WAGNER, ESQ.
                                KAUFMAN & CANOLES
                                 P. O. BOX 3037
                             NORFOLK, VA 23514-3037
                     (Name and Address of Agent for Service)

                                 (804) 624-3294
                          (Telephone Number, Including
                        Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
                                                                        Proposed
    Title of                                     Proposed                Maximum
   Securities              Amount                Maximum                Aggregate         Amount of
      to be                to be              Offering Price            Offering         Registration
   Registered            Registered            Per Share(1)             Price(1)            Fee(1)
- ------------------------------------------------------------------------------------------------------
COMMON STOCK,
$5.00 PAR VALUE           500,000                 $23.25              $11,625,000        $4,008.62
======================================================================================================
(1)      PURSUANT TO RULES 457(C) AND 457(H), THE REGISTRATION FEE WAS COMPUTED
         USING $23.25 PER SHARE OF COMMON STOCK, THE AVERAGE OF THE HIGH AND THE
         LOW SALES PRICES OF THE COMMON STOCK REPORTED BY THE CONSOLIDATED
         REPORTING SYSTEM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
         INC. NATIONAL MARKET SYSTEM AS OF JULY 8, 1996.

- ------------------------
         EXHIBIT INDEX CAN BE FOUND ON PAGE 8.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                         AND NOT REQUIRED IN PROSPECTUS

         Item 3:  Incorporation of Documents by Reference.

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

                  (a) The Company's Annual Report on Form 10-K, as amended, for
the Company's fiscal year ended December 31, 1995 filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act").

                  (b) All reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the Company's fiscal year ended December 31,
1995.

                  (c) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Registration Statement on Form
8-A, which became effective on June 29, 1995.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

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

         Item 4:  Description of Securities.

         Not applicable.

                                        1
Item 5:  Interests of the Named Experts and Counsel.

         Not applicable.

         Item 6:  Indemnification of Directors and Officers.

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

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

                                                    2
manner prescribed by the Act and any other applicable law, the Company shall
indemnify a director or officer of the Company who is or was a party to any
proceeding by reason of the fact that he is or was such a director or officer or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise. Any aforesaid reference to directors,
officers, employees or agents includes former directors, officers, employees and
agents and their respective heirs, executors and administrators.

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

         Item 7:  Exemption from Registration Claimed.

         Not applicable.

         Item 8:  Exhibits.

       Number                        Description

        4.1     Articles of Incorporation of James River Bankshares, Inc.
                (incorporated herein by reference to the Registrant's
                Registration Statement on Form S-4, Registration No. 33-
                88322, filed with the Securities and Exchange Commission
                on January 6, 1995).

        4.2     Bylaws of James River Bankshares, Inc. (incorporated
                herein by reference to the Registrant's Registration
                Statement on Form S-4, Registration No. 33-88322, filed
                with the Securities and Exchange Commission on January 6,
                1995).

        4.3     Form of James River Bankshares, Inc. Common Stock
                Certificate (incorporated by reference to the Registrant's
                Registration Statement on Form S-4, Registration No. 33-
                88322, filed with the Securities and Exchange Commission
                on January 6, 1995).

        5.1     Opinion of Kaufman & Canoles, filed herewith.

       23.1     Consent of Frank Edward Sheffer & Co., filed herewith.

       23.2     Consent of Erny & Mason, P.C., filed herewith.

                                          3
23.3     Consent of Kaufman & Canoles (included in opinion filed
                as Exhibit 5.1 to this Registration Statement).

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

       99.1     James River Bankshares, Inc. 1996 Employee Stock Option
                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
to include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;

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

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

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

                  (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or

                                        4
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

         Pursuant to the requirements of the Securities Act of 1933, 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 Suffolk, Commonwealth of Virginia, on July 10, 1996.

                                               JAMES RIVER BANKSHARES, INC.

                                               By: /s/ Harold U. Blythe
                                                   Harold U. Blythe, President

                                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 Harold U. Blythe and Glenn T. McCall and each of them
individually, 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/ Elmon T. Gray                         Chairman of The Board                      July 10, 1996
- --------------------------                 and Director  
Elmon T. Gray                              

 /s/ G.P. Jackson                          Vice Chairman of the                       July 10, 1996
- ----------------------------               Board and Director
G. P. Jackson                              

/s/ Harold U. Blythe                       President and Chief                        July 10, 1996
- --------------------------                 Executive Officer, Director   
Harold U. Blythe                           (Principal Executive Officer)
/s/ Glenn T. McCall                       Senior Vice President and                  July 10, 1996
- --------------------------                 Chief Financial Officer, 
Glenn T. McCall                            Director (Principal      
                                           Financial and Accounting 
                                           Officer)                 
                                           

 /s/ James E. Butler, Jr.                  Director                                   July 10, 1996
- --------------------------
James E. Butler, Jr.

 /s/ Bruce B. Gray                         Director                                   July 10, 1996
- ---------------------------
Bruce B. Gray

 /s/ Ben P. Kanak                          Director                                   July 10, 1996
- ---------------------------
Ben P. Kanak

 /s/ John A. Ramsey, Jr.                   Director                                   July 10, 1996
- --------------------------
John A. Ramsey, Jr.

 /s/ Robert E. Spencer, Jr.                Director                                   July 10, 1996
- ----------------------------
Robert E. Spencer, Jr.

 /s/ E.V. Stephenson, Jr.                  Director                                   July 10, 1996
- ----------------------------
E. V. Stephenson, Jr.

 /s/ James C. Stewart                      Director                                   July 10, 1996
- ----------------------------
James C. Stewart
EXHIBIT INDEX

         The following exhibits are filed herewith unless otherwise indicated:

                                                                      Sequential
                                                                         Page
   Number                 Description                                   Number

     4.1     Articles of Incorporation of James River                     *
             Bankshares, Inc. (incorporated herein by
             reference to the Registrant's Registration
             Statement on Form S-4, Registration No. 33-
             88322, filed with the Securities and Exchange
             Commission on January 6, 1995).

     4.2     Bylaws of James River Bankshares, Inc.                       *
             (incorporated herein by reference to the
             Registrant's Registration Statement on Form S-
             4, Registration No. 33-88322, filed with the
             Securities and Exchange Commission on
             January 6, 1995).

     4.3     Form of James River Bankshares, Inc. Common                  *
             Stock Certificate (incorporated by reference to
             the Registrant's Registration Statement on Form
             S-4, Registration No. 33-88322, filed with the
             Securities and Exchange Commission on January 6, 1995).

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

  **23.1     Consent of Frank Edward Sheffer & Co., filed
             herewith.

  **23.2     Consent of Erny & Mason, P.C., filed herewith.

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

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

  **99.1     James River Bankshares, Inc. 1996 Employee
             Stock Option Plan.

_______________

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