Registration No. 33-________
As filed with the Securities and Exchange Commission on October 21, 1994



                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.  20549

                              FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

                    JEFFERSON BANKSHARES, INC.

        Virginia                                   54-1104491
(State of Incorporation)                         (IRS Employer
                                              Identification Number)


                        123 East Main Street
                        Post Office Box 711
                  Charlottesville, Virginia  22902


                     Jefferson Bankshares, Inc.
                    Employee Stock Purchase Plan


                          Robert E. Stroud
                      418 East Jefferson Street
                        Post Office Box 1288
                  Charlottesville, Virginia  22902
                          (804) 977-2500
                   (Agent for Service of Process)


                   Calculation of Registration Fee

Title of each                    Proposed     Proposed
class of                         maximum      maximum
securities        Amount         offering     aggregate    Amount of
to be             to be          price        offering     Registration
registered        registered     per unit*    price*       Fee

Common Stock       250,000        $20.19     $5,047,500     $1,740.52
$2.50 par value    shares
_______________
* Determined under Rule 457(h)(1) based upon the average of the high and low
  sales price on October 17, 1994, solely for the purpose of calculating the
  registration fee.

<PAGE>

                             PART II
               INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference

    Jefferson Bankshares, Inc. ("Jefferson") hereby incorporates by 
reference into this Registration Statement the documents listed below which 
have been filed with the Securities and Exchange Commission.

    (a)	Jefferson's Annual Report on Form 10-K (File No. 0-9101) for the 
fiscal year ended December 31, 1993.

    (b)	All other reports filed pursuant to Sections 13(a) or 15(d) of the 
Securities Exchange Act of 1934 since the end of the fiscal year 
covered by the Annual Report referred to in (a) above, including 
Jefferson's Quarterly Reports on Form 10-Q for the quarters ended 
March 31, 1994 and June 30, 1994, and the Report on Form 10-C 
dated April 7, 1994.

    (c)	The description of Jefferson's Common Stock appearing in its Form 
8-K dated January 4, 1980, as amended by Form 8-K/A dated October 
20, 1994 (File No. 0-9101).

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

Item 6.  Indemnification of Directors and Officers

     Article VII of Jefferson's Articles of Incorporation and Article 10 
(Section 13.1-696, et seq.) of the Virginia Stock Corporation Act authorize 
indemnification of directors, officers, employees and agents of Jefferson 
(except when any such person has been adjudged liable because of willful 
misconduct, bad faith, gross negligence or reckless disregard of the duties 
involved in the conduct of his office); allow advances of the costs of 
defending against litigation; and permit the purchase of insurance on behalf 
of directors, officers, employees and agents against liabilities whether or 
not in the circumstances Jefferson would have the power to indemnify against 
such liabilities under the provisions of the articles or the statute.  
Jefferson maintains a policy of directors and officers liability insurance 
which provides for the indemnification of directors and officers under certain 
circumstances.

Item 8.  Exhibits

     See Exhibit Index.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

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

           (i)  To include any prospectus required by section
                10(a)(3) of the Securities Act of 1993;

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

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

          provided, however, that paragraphs (1)(i) and (1)(ii) do not
          apply if the information required to be included in a 
          post-effective amendment by those paragraphs is contained 
          in periodic reports filed with or furnished to 
          the Commission by the registrant pursuant to section 13 
          or section 15(d) of the Securities Exchange Act of 1934 that are 
          incorporated by reference in the registration statement.

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

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

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

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

<PAGE>

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Charlottesville, State of Virginia, 
on October 21, 1994.



                            JEFFERSON BANKSHARES, INC.



                            By: O. Kenton McCartney
                                President and
                                Chief Executive Officer

     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.


     DATE                 SIGNATURES               CAPACITY



October 21, 1994    O. Kenton McCartney       President,
                                               Chief Executive Officer,
                                               and Director


October 21, 1994    Allen T. Nelson, Jr.      Senior Vice President and
                                               Chief Financial Officer


October 21, 1994    Hovey S. Dabney           Chairman of the Board
October 21, 1994    John T. Casteen, III*     Director
October 21, 1994    Lawrence S. Eagleburger*  Director
October 21, 1994    Hunter Faulconer*         Director
October 21, 1994    Fred L. Glaize, III*      Director
October 21, 1994    Henry H. Harrell*         Director
October 21, 1994    Alex J. Kay, Jr.*         Director
October 21, 1994    J. A. Kessler, Jr.*       Director
October 21, 1994    W. A. Rinehart, III*      Director
October 21, 1994    Gilbert M. Rosenthal*     Director
October 21, 1994    Alson H. Smith, Jr.*      Director
October 21, 1994    Lee C. Tait*              Director
October 21, 1994    H. A. Williamson*         Director



                                    *By:  William M. Watson, Jr.,
                                          Attorney-in-fact
<PAGE>


                             EXHIBIT INDEX

Exhibit No.                                                             Page

 4   (a)  Articles of Incorporation of Jefferson Bankshares,
          incorporated by reference to Jefferson Bankshares' 
          Annual Report on Form 10-K for the year ended December
          31, 1984.

 4   (b)  Articles of Amendment to Articles of Incorporation dated 
          May 7, 1987, incorporated by reference to Jefferson 
          Bankshares' report on Form 10-Q for the quarter ended
          June 30, 1987.

 4   (c)  Articles of Amendment to Articles of Incorporation 
          dated March 23, 1993, incorporated by reference to 
          Jefferson Bankshares' report on Form 10-Q for the quarter 
          ended June 30, 1993.

 5   Opinion of McGuire, Woods, Battle & Boothe

15   Not Applicable

23*  Consent of KPMG Peat Marwick LLP

24   Powers of Attorney

27   Not Applicable

28   Not Applicable

99   Jefferson Bankshares, Inc. Employee Stock Purchase Plan


*  The consent of McGuire, Woods, Battle & Boothe is contained in their
   opinion included as Exhibit 5 hereto.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11272}]
{"company-data": {"conformed-name": "JEFFERSON BANKSHARES INC", "cik": "0000311100", "assigned-sic": "6022", "irs-number": "541104491", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56121", "film-number": "94554415"}, "business-address": {"street1": "123 E MAIN ST", "street2": "P O BOX 711", "city": "CHARLOTTESVILLE", "state": "VA", "zip": "22902", "phone": "8049721100"}, "mail-address": {"street1": "123 E MAIN ST", "street2": "P O BOX 711", "city": "CHARLOTTESVILLE", "state": "VA", "zip": "22902"}}
Registration No. 33-________
As filed with the Securities and Exchange Commission on October 21, 1994

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.  20549

                              FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

                    JEFFERSON BANKSHARES, INC.

        Virginia                                   54-1104491
(State of Incorporation)                         (IRS Employer
                                              Identification Number)

                        123 East Main Street
                        Post Office Box 711
                  Charlottesville, Virginia  22902

                     Jefferson Bankshares, Inc.
                    Employee Stock Purchase Plan

                          Robert E. Stroud
                      418 East Jefferson Street
                        Post Office Box 1288
                  Charlottesville, Virginia  22902
                          (804) 977-2500
                   (Agent for Service of Process)

                   Calculation of Registration Fee

Title of each                    Proposed     Proposed
class of                         maximum      maximum
securities        Amount         offering     aggregate    Amount of
to be             to be          price        offering     Registration
registered        registered     per unit*    price*       Fee

Common Stock       250,000        $20.19     $5,047,500     $1,740.52
$2.50 par value    shares
_______________
* Determined under Rule 457(h)(1) based upon the average of the high and low
  sales price on October 17, 1994, solely for the purpose of calculating the
  registration fee.
PART II
               INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

    Jefferson Bankshares, Inc. ("Jefferson") hereby incorporates by 
reference into this Registration Statement the documents listed below which 
have been filed with the Securities and Exchange Commission.

    (a)	Jefferson's Annual Report on Form 10-K (File No. 0-9101) for the 
fiscal year ended December 31, 1993.

    (b)	All other reports filed pursuant to Sections 13(a) or 15(d) of the 
Securities Exchange Act of 1934 since the end of the fiscal year 
covered by the Annual Report referred to in (a) above, including 
Jefferson's Quarterly Reports on Form 10-Q for the quarters ended 
March 31, 1994 and June 30, 1994, and the Report on Form 10-C 
dated April 7, 1994.

    (c)	The description of Jefferson's Common Stock appearing in its Form 
8-K dated January 4, 1980, as amended by Form 8-K/A dated October 
20, 1994 (File No. 0-9101).

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

Item 6.  Indemnification of Directors and Officers

     Article VII of Jefferson's Articles of Incorporation and Article 10 
(Section 13.1-696, et seq.) of the Virginia Stock Corporation Act authorize 
indemnification of directors, officers, employees and agents of Jefferson 
(except when any such person has been adjudged liable because of willful 
misconduct, bad faith, gross negligence or reckless disregard of the duties 
involved in the conduct of his office); allow advances of the costs of 
defending against litigation; and permit the purchase of insurance on behalf 
of directors, officers, employees and agents against liabilities whether or 
not in the circumstances Jefferson would have the power to indemnify against 
such liabilities under the provisions of the articles or the statute.  
Jefferson maintains a policy of directors and officers liability insurance 
which provides for the indemnification of directors and officers under certain 
circumstances.

Item 8.  Exhibits

     See Exhibit Index.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

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

           (i)  To include any prospectus required by section
                10(a)(3) of the Securities Act of 1993;

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

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

          provided, however, that paragraphs (1)(i) and (1)(ii) do not
          apply if the information required to be included in a 
          post-effective amendment by those paragraphs is contained 
          in periodic reports filed with or furnished to 
          the Commission by the registrant pursuant to section 13 
          or section 15(d) of the Securities Exchange Act of 1934 that are 
          incorporated by reference in the registration statement.

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

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

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

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

     Pursuant to the requirements of the Securities Act of 1933, 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 Charlottesville, State of Virginia, 
on October 21, 1994.

                            JEFFERSON BANKSHARES, INC.

                            By: O. Kenton McCartney
                                President and
                                Chief Executive Officer

     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.

     DATE                 SIGNATURES               CAPACITY

October 21, 1994    O. Kenton McCartney       President,
                                               Chief Executive Officer,
                                               and Director

October 21, 1994    Allen T. Nelson, Jr.      Senior Vice President and
                                               Chief Financial Officer

October 21, 1994    Hovey S. Dabney           Chairman of the Board
October 21, 1994    John T. Casteen, III*     Director
October 21, 1994    Lawrence S. Eagleburger*  Director
October 21, 1994    Hunter Faulconer*         Director
October 21, 1994    Fred L. Glaize, III*      Director
October 21, 1994    Henry H. Harrell*         Director
October 21, 1994    Alex J. Kay, Jr.*         Director
October 21, 1994    J. A. Kessler, Jr.*       Director
October 21, 1994    W. A. Rinehart, III*      Director
October 21, 1994    Gilbert M. Rosenthal*     Director
October 21, 1994    Alson H. Smith, Jr.*      Director
October 21, 1994    Lee C. Tait*              Director
October 21, 1994    H. A. Williamson*         Director

                                    *By:  William M. Watson, Jr.,
                                          Attorney-in-fact
EXHIBIT INDEX

Exhibit No.                                                             Page

 4   (a)  Articles of Incorporation of Jefferson Bankshares,
          incorporated by reference to Jefferson Bankshares' 
          Annual Report on Form 10-K for the year ended December
          31, 1984.

 4   (b)  Articles of Amendment to Articles of Incorporation dated 
          May 7, 1987, incorporated by reference to Jefferson 
          Bankshares' report on Form 10-Q for the quarter ended
          June 30, 1987.

 4   (c)  Articles of Amendment to Articles of Incorporation 
          dated March 23, 1993, incorporated by reference to 
          Jefferson Bankshares' report on Form 10-Q for the quarter 
          ended June 30, 1993.

 5   Opinion of McGuire, Woods, Battle & Boothe

15   Not Applicable

23*  Consent of KPMG Peat Marwick LLP

24   Powers of Attorney

27   Not Applicable

28   Not Applicable

99   Jefferson Bankshares, Inc. Employee Stock Purchase Plan

*  The consent of McGuire, Woods, Battle & Boothe is contained in their
   opinion included as Exhibit 5 hereto.