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.
                 STOCK/CASH PLAN FOR PAYMENT OF DIRECTORS' FEES
                            (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                 75,000                 $23.25                 $1,743,750               $601.29
========================================================================================================================
</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. Stock/Cash Plan for Payment
                   of Directors' Fees.

       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       
G. P. Jackson                     and Director
                                  

/s/ Harold U. Blythe              President and Chief                 July 10, 1996
- ---------------------------       Executive                    
Harold U. Blythe                  Officer, Director (Principal        
                                  Executive Officer)                  
                                                               
                                      6                           

<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>
                                           7
<PAGE>



                                     EXHIBIT INDEX

       The following exhibits are filed herewith unless otherwise indicated:
<TABLE>
<CAPTION>

                                                                                Sequential
                                                                                   Page
          Number                       Description                                Number
<S> <C>
           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. Stock/Cash Plan
                   for Payment of Directors' Fees
</TABLE>

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

**     Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "JAMES RIVER BANKSHARES S-8", "secsgml_size_bytes": 19398}]
{"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": "333-07997", "film-number": "96593770"}, "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.
                 STOCK/CASH PLAN FOR PAYMENT OF DIRECTORS' FEES
                            (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                 75,000                 $23.25                 $1,743,750               $601.29
========================================================================================================================
(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. Stock/Cash Plan for Payment
                   of Directors' Fees.

       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       
G. P. Jackson                     and Director
                                  

/s/ Harold U. Blythe              President and Chief                 July 10, 1996
- ---------------------------       Executive                    
Harold U. Blythe                  Officer, Director (Principal        
                                  Executive Officer)                  
                                                               
                                      6
/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
7
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. Stock/Cash Plan
                   for Payment of Directors' Fees
*      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.