As filed with the Securities and Exchange Commission on July 19, 1999
                                                  Registration No.:  333-


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

                                   FORM S-8

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

                         OLD POINT FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 Virginia                                54-1265373
          (State of Incorporation            (IRS Employer Identification No.)
             or Organization)

           1 West Mellen Street
             Hampton, Virginia                             23663
 (Address of Principal Executive Offices)                (Zip Code)

            OLD POINT FINANCIAL CORPORATION 1998 STOCK OPTION PLAN
                             (Full name of the Plan)
                                 -----------
             Robert F. Shuford              Copy to: Jacob A. Lutz, III
   President and Chief Executive Officer          Mays & Valentine, L.L.P.
      Old Point Financial Corporation               1111 East Main St.,
           1 West Mellen Street                      NationsBank Center
          Hampton, Virginia 23663                 Richmond, Virginia 23219
        Telephone: (757) 728-1200                Telephone: (804) 697-1490
  (Name and Address of Agent for Service Process)

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

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                       Proposed       Proposed
                                        Maximum        Maximum
 Title of Securities  Amount to be  Offering Price    Aggregate         Amount of
  to be Registered     Registered    Per Share(1) Offering Price(1) Registration Fee
  ----------------     ----------    ------------ ----------------- -----------------
<S> <C>
    Common Stock
   $1.00 par value       125,000        $26.00       $3,250,000          $903.50
</TABLE>

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule  457(c) and (h) under the  Securities  Act of 1933,  as amended
(the "Securities Act").




<PAGE>





                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     Old Point Financial  Corporation (the "Company") will furnish  shareholders
with annual reports containing  audited financial  statements and with quarterly
reports containing  unaudited financial  statements for the first three quarters
of each fiscal year.  Copies of these  documents,  and any other  communications
sent to the  Company's  shareholders  generally,  also will be  furnished to all
employees eligible to participate in the Company's 1998 Stock Option Plan.

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

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
         filed pursuant to Section 13 of the 1934 Act;

     (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
"Description of Common Stock" in the Company's  Prospectus  filed as part of the
Registration  Statement  on  Form  S-14,  Registration  No.  2-89581,  with  the
Securities and Exchange Commission on February 22, 1984.


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

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Title 13.1,  Chapter 9,  Article 10 of the Code of  Virginia  of 1950,  as
amended,  permits a Virginia  corporation  in general  to  indemnify  any of its
officers and  directors,  and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a

<PAGE>


manner  which he believed to be in, or not opposed to, the best  interest of the
corporation.  In the event,  however, that such person is adjudged liable to the
corporation,  he will not be  entitled  to  indemnification.  The  statute  also
permits a corporation  to provide other or further  indemnity in its articles of
incorporation,  or in a  bylaw  or  resolution  approved  by  its  directors  or
shareholders,  except for an indemnity  against willful  misconduct or a knowing
violation  of  criminal  law.  Furthermore,  unless  limited by its  articles of
incorporation, a corporation shall indemnify a director who entirely prevails in
the  defense of any  proceeding  to which he was a party  because he is or was a
director of the corporation.  Finally,  the statute  authorizes a corporation to
purchase  and  maintain  insurance  on behalf  of any such  person  against  any
liability  asserted  against  him and  incurred  by him in any such  capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.

      The Articles of Incorporation of the Registrant  provide that, to the full
extent  permitted  by the  Virginia  Stock  Corporation  Act, as  amended,  each
director  and  officer  shall  be   indemnified  by  the   Corporation   against
liabilities,  fines,  penalties and claims imposed upon or asserted  against him
(including amounts paid in settlement) by reason of having been such director or
officer,  whether or not then  continuing  so to be, and  against  all  expenses
(including  counsel fees)  reasonably  incurred by him in connection  therewith,
except in  relation to matters as to which he shall have been  finally  adjudged
liable by reason of his willful  misconduct  or a knowing  violation of criminal
law in the performance of his duty as such director or officer.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

      (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

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

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

                                      II-2

<PAGE>


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

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

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

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

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is  against  policy  as  expressed  in the  Securities  Act of 1933  and will be
governed by the final adjudication of such issue.



<PAGE>




                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Hampton, Commonwealth of Virginia, on the 16th day of
July, 1999.

                                    OLD POINT FINANCIAL CORPORATION
                                Hampton, Virginia



                                    By:   /s/ Robert F. Shuford
                                        ------------------------------
                                          Rober F. Shuford
                                          President


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


            NAME                           TITLE                      DATE
            ----                           -----                      ----

                                   President (Principal Executive
  /s/ Robert F. Shuford            Officer) and Director
-------------------------------                                   July 16, 1999

  Robert F. Shuford

                                   Senior Vice President & Treasurer
                                   (Principal Financial and Accounting
  /s/ Louis G. Morris              Officer)                       July 16, 1999
  ---------------------------
  Louis G. Morris


  /s/ Richard F. Clark             Director                       July 16, 1999
  --------------------
 Richard F. Clark


  /s/ Gertrude S. Dixon            Director                       July 16, 1999
  ---------------------
  Gertrude S. Dixon




  /s/ Russell S. Evans, Jr.        Director                       July 16, 1999
  -------------------------
  Russell S. Evans, Jr.


  /s/ G. Royden Goodson, III       Director                       July 16, 1999
  ---------------------------
  G. Royden Goodson, III


  /s/ Dr. Arthur D. Greene         Director                       July 16, 1999
-----------------------------
  Dr. Arthur D. Greene

  /s/ Steven D. Harris             Director                       July 16, 1999
-----------------------------
  Steven D. Harris


  /s/ John Cabot Ishon             Director                       July 16, 1999
-----------------------------
  John Cabot Ishon


  /s/ Eugene M. Jordan             Director                       July 16, 1999
-----------------------------
  Eugene M. Jordan


  /s/ John B. Morgan               Director                       July 16, 1999
  ---------------------------
  John B. Morgan


  /s/ Dr. H. Robert Schappert      Director                       July 16, 1999
-----------------------------
  Dr. H. Robert Schappert





<PAGE>



                                  EXHIBIT INDEX



Exhibit Description                         Exhibit Number

Articles of Incorporation                   4.1 (Incorporated by
                                            reference from the Form 10-K,
                                            filed March 27, 1998)

Bylaws                                      4.2 (Incorporated by
                                            reference from the Form 10-K,
                                            filed March 27, 1998)

Old Point Financial Corporation             4.3
1998 Stock Option Plan, filed herewith

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

Consent of Eggleston Smith P.C.,            23.1
Independent Public Accountants dated June
30, 1999, filed herewith.

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

Powers of Attorney                          25
[{"type": "S-8", "sequence": "1", "description": "OLD POINT FINANCIAL CORP. S-8", "secsgml_size_bytes": 15124}]
{"company-data": {"conformed-name": "OLD POINT FINANCIAL CORP", "cik": "0000740971", "assigned-sic": "6022", "irs-number": "541265373", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83175", "film-number": "99666583"}, "business-address": {"street1": "1 WEST MELLEN ST", "street2": "P.O. BOX 3392", "city": "HAMPTON", "state": "VA", "zip": "23663", "phone": "7577281200"}, "mail-address": {"street1": "P.O.BOX 3392", "city": "HAMPTON", "state": "VA", "zip": "23663"}}
As filed with the Securities and Exchange Commission on July 19, 1999
                                                  Registration No.:  333-

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

                                   FORM S-8

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

                         OLD POINT FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 Virginia                                54-1265373
          (State of Incorporation            (IRS Employer Identification No.)
             or Organization)

           1 West Mellen Street
             Hampton, Virginia                             23663
 (Address of Principal Executive Offices)                (Zip Code)

            OLD POINT FINANCIAL CORPORATION 1998 STOCK OPTION PLAN
                             (Full name of the Plan)
                                 -----------
             Robert F. Shuford              Copy to: Jacob A. Lutz, III
   President and Chief Executive Officer          Mays & Valentine, L.L.P.
      Old Point Financial Corporation               1111 East Main St.,
           1 West Mellen Street                      NationsBank Center
          Hampton, Virginia 23663                 Richmond, Virginia 23219
        Telephone: (757) 728-1200                Telephone: (804) 697-1490
  (Name and Address of Agent for Service Process)

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

                       CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                                        Maximum        Maximum
 Title of Securities  Amount to be  Offering Price    Aggregate         Amount of
  to be Registered     Registered    Per Share(1) Offering Price(1) Registration Fee
  ----------------     ----------    ------------ ----------------- -----------------
Common Stock
   $1.00 par value       125,000        $26.00       $3,250,000          $903.50
(1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule  457(c) and (h) under the  Securities  Act of 1933,  as amended
(the "Securities Act").
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Old Point Financial  Corporation (the "Company") will furnish  shareholders
with annual reports containing  audited financial  statements and with quarterly
reports containing  unaudited financial  statements for the first three quarters
of each fiscal year.  Copies of these  documents,  and any other  communications
sent to the  Company's  shareholders  generally,  also will be  furnished to all
employees eligible to participate in the Company's 1998 Stock Option Plan.

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

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 1998,
         filed pursuant to Section 13 of the 1934 Act;

     (b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; and

     (c)  The  description  of  the  Company's  Common  Stock  contained  in the
"Description of Common Stock" in the Company's  Prospectus  filed as part of the
Registration  Statement  on  Form  S-14,  Registration  No.  2-89581,  with  the
Securities and Exchange Commission on February 22, 1984.

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

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

      The Articles of Incorporation of the Registrant  provide that, to the full
extent  permitted  by the  Virginia  Stock  Corporation  Act, as  amended,  each
director  and  officer  shall  be   indemnified  by  the   Corporation   against
liabilities,  fines,  penalties and claims imposed upon or asserted  against him
(including amounts paid in settlement) by reason of having been such director or
officer,  whether or not then  continuing  so to be, and  against  all  expenses
(including  counsel fees)  reasonably  incurred by him in connection  therewith,
except in  relation to matters as to which he shall have been  finally  adjudged
liable by reason of his willful  misconduct  or a knowing  violation of criminal
law in the performance of his duty as such director or officer.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

      (a)  The undersigned registrant hereby undertakes:

            (1) To file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

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

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

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

                                      II-2
provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii)
shall  not apply to  information  contained  in  periodic  reports  filed by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.

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

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

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

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is  against  policy  as  expressed  in the  Securities  Act of 1933  and will be
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Hampton, Commonwealth of Virginia, on the 16th day of
July, 1999.

                                    OLD POINT FINANCIAL CORPORATION
                                Hampton, Virginia

                                    By:   /s/ Robert F. Shuford
                                        ------------------------------
                                          Rober F. Shuford
                                          President

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

            NAME                           TITLE                      DATE
            ----                           -----                      ----

                                   President (Principal Executive
  /s/ Robert F. Shuford            Officer) and Director
-------------------------------                                   July 16, 1999

  Robert F. Shuford

                                   Senior Vice President & Treasurer
                                   (Principal Financial and Accounting
  /s/ Louis G. Morris              Officer)                       July 16, 1999
  ---------------------------
  Louis G. Morris

  /s/ Richard F. Clark             Director                       July 16, 1999
  --------------------
 Richard F. Clark

  /s/ Gertrude S. Dixon            Director                       July 16, 1999
  ---------------------
  Gertrude S. Dixon

  /s/ Russell S. Evans, Jr.        Director                       July 16, 1999
  -------------------------
  Russell S. Evans, Jr.

  /s/ G. Royden Goodson, III       Director                       July 16, 1999
  ---------------------------
  G. Royden Goodson, III

  /s/ Dr. Arthur D. Greene         Director                       July 16, 1999
-----------------------------
  Dr. Arthur D. Greene

  /s/ Steven D. Harris             Director                       July 16, 1999
-----------------------------
  Steven D. Harris

  /s/ John Cabot Ishon             Director                       July 16, 1999
-----------------------------
  John Cabot Ishon

  /s/ Eugene M. Jordan             Director                       July 16, 1999
-----------------------------
  Eugene M. Jordan

  /s/ John B. Morgan               Director                       July 16, 1999
  ---------------------------
  John B. Morgan

  /s/ Dr. H. Robert Schappert      Director                       July 16, 1999
-----------------------------
  Dr. H. Robert Schappert
EXHIBIT INDEX

Exhibit Description                         Exhibit Number

Articles of Incorporation                   4.1 (Incorporated by
                                            reference from the Form 10-K,
                                            filed March 27, 1998)

Bylaws                                      4.2 (Incorporated by
                                            reference from the Form 10-K,
                                            filed March 27, 1998)

Old Point Financial Corporation             4.3
1998 Stock Option Plan, filed herewith

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

Consent of Eggleston Smith P.C.,            23.1
Independent Public Accountants dated June
30, 1999, filed herewith.

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

Powers of Attorney                          25