UNITED STATES
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 or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

1 WEST MELLEN STREET, HAMPTON, VIRGINIA 23663
(Address of Principal Executive Offices)                            (Zip Code)

OLD POINT FINANCIAL CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

MAYS & VALENTINE
ATTN: HUGH B. WELLONS, ESQ.
(Name and address of agent for service)

1111 E. MAIN STREET, RICHMOND, VIRGINIA 23219
(804) 697-1374 / (804) 697-1339 (FAX)
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of       Amount to     Proposed     Proposed       Amount of
securities     be            maximum      maximum        Registration
to be          registered    offering     aggregate      Fee
registered                   price per    offering
                             share        price

COMMON         37,500        $37.50       $1,335,937.50  $460.67
STOCK

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.


                                    PART I

Item 1.  Plan Information.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.

Item 2.  Registrant Information and Employee Plan Annual
Information.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.


                                    PART II

Item 3.  Incorporation of Documents by Reference.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.

Item 4.  Description of Securities

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Named experts and counsel have no interest in this plan.

Item 6.  Indemnnification of Directors and Officers.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.

Item 7.  Exemption from Registration claimed.

      Not applicable.

Item 8.  Exhibits.

      3     Articles of Incorporation and Bylaws are incorporated
            herein by reference to Report on Form 10-K, filed as of
            December 31, 1995.
      4     Employee Stock Purchase Plan.
      5     Opinion of Mays & Valentine regarding legality of the
            securities being registered.  Filed herewith.
      15    Not applicable.
      24.1  Consent of Mays & Valentine.  Included in such firm's
            opinion as filed as Exhibit 5.
      24.2  Consent of Eggleston Smith PC, Independent Certified
            Public Accountants.  
      25    Powers of Attorney are incorporated herein by reference
            to Report on Form 10-K, filed as of December 31, 1995.
      28    Not applicable.


Item 9. Undertakings.

      The undersigned registrant hereby undertakes:
      -     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 the registration statement or any
            material change to such information in the registration
            statement provided that such required information has not
            been contained in periodic reports filed pursuant to
            section 13 or 15(d) of the Securities Act of 1934 that
            are incorporated by reference in the registration
            statement

      -     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

      -     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

      -     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 the 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

      -     that, 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, of controlling
            person of the registrant in the successful defense of any
            action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the
            securities being registered, the registrant will, unless
            in the opinion of its counsel the matter has been settled
            by controlling precedent, submit to a court of
            appropriate jurisdiction the question whether such
            indemnification by it is against public policy as
            expressed in the Act and will be governed by the final
            adjudication of such issue.


SIGNATURES

The Registrant. 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 HAMPTON, State of VIRGINIA, on JUNE 10, 1996.

OLD POINT FINANCIAL CORPORATION
By /s/ W. RODNEY ROSSER, SVP AND SECRETARY


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 JUNE 10, 1996.

      /s/Robert F. Shuford          President and Director
         Robert F. Shuford          Principal Executive Officer 


      /s/Louis G. Morris            Senior Vice President 
         Louis G. Morris            and Treasurer
                                    Principal Financial
                                    & Accounting Officer

      /s/Richard F. Clark *         Director

      /s/Gertrude S. Dixon *        Director

      /s/Russell S. Evans, Jr. *    Director

      /s/G. Royden Goodson, III *   Director

      /s/Dr. Arthur D. Greene  *    Director

      /s/Steven D. Harris *         Director

      /s/John Cabot Ishon *         Director

      /s/Eugene M. Jordan *         Director

      /s/John B. Morgan *           Director

      /s/Dr. H. Robert Schappert *  Director

      /s/John G. Sebrell *          Executive Vice President and
                                    Director

The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of HAMPTON, State of VIRGINIA, on JUNE 10, 1996.

OLD POINT FINANCIAL CORPORATION / 1996 EMPLOYEE STOCK PURCHASE PLAN
By /s/LOUIS G. MORRIS, SVP AND TREASURER


<PAGE>
INDEX OF EXHIBITS


      Exhibit
      Number                          Exhibits
      
      3                                Articles of Incorporation and
                                       Bylaws are incorporated herein
                                       by reference to Report on Form
                                       10-K, filed as of December 31,
                                       1995.

      4                                Employee Stock Purchase Plan.

      5                                Opinion of Mays & Valentine
                                       regarding legality of the
                                       securities being registered. 
                                       Filed herewith.

      15                               Not applicable.

      24.1                             Consent of Mays & Valentine. 
                                       Included in such firm's opinion
                                       as filed as Exhibit 5.

      24.2                             Consent of Eggleston Smith PC,
                                       Independent Certified Public
                                       Accountants.  

      25                               Powers of Attorney are
                                       incorporated herein by reference
                                       to Report on Form 10-K, filed as
                                       of December 31, 1995.

      28                               Not applicable.
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{"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": "333-07109", "film-number": "96588131"}, "business-address": {"street1": "1 WEST MELLEN STREET", "street2": "P.O. BOX 3392", "city": "HAMPTON", "state": "VA", "zip": "23663", "phone": "8047227451"}, "mail-address": {"street1": "P.O.BOX 3392", "city": "HAMPTON", "state": "VA", "zip": "23663"}}
UNITED STATES
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 or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

1 WEST MELLEN STREET, HAMPTON, VIRGINIA 23663
(Address of Principal Executive Offices)                            (Zip Code)

OLD POINT FINANCIAL CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

MAYS & VALENTINE
ATTN: HUGH B. WELLONS, ESQ.
(Name and address of agent for service)

1111 E. MAIN STREET, RICHMOND, VIRGINIA 23219
(804) 697-1374 / (804) 697-1339 (FAX)
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of       Amount to     Proposed     Proposed       Amount of
securities     be            maximum      maximum        Registration
to be          registered    offering     aggregate      Fee
registered                   price per    offering
                             share        price

COMMON         37,500        $37.50       $1,335,937.50  $460.67
STOCK

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.

                                    PART I

Item 1.  Plan Information.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.

Item 2.  Registrant Information and Employee Plan Annual
Information.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.

                                    PART II

Item 3.  Incorporation of Documents by Reference.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.

Item 4.  Description of Securities

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Named experts and counsel have no interest in this plan.

Item 6.  Indemnnification of Directors and Officers.

      Exhibit 4 to this Report on Form S-8 presents all information
      required by this item.

Item 7.  Exemption from Registration claimed.

      Not applicable.

Item 8.  Exhibits.

      3     Articles of Incorporation and Bylaws are incorporated
            herein by reference to Report on Form 10-K, filed as of
            December 31, 1995.
      4     Employee Stock Purchase Plan.
      5     Opinion of Mays & Valentine regarding legality of the
            securities being registered.  Filed herewith.
      15    Not applicable.
      24.1  Consent of Mays & Valentine.  Included in such firm's
            opinion as filed as Exhibit 5.
      24.2  Consent of Eggleston Smith PC, Independent Certified
            Public Accountants.  
      25    Powers of Attorney are incorporated herein by reference
            to Report on Form 10-K, filed as of December 31, 1995.
      28    Not applicable.

Item 9. Undertakings.

      The undersigned registrant hereby undertakes:
      -     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 the registration statement or any
            material change to such information in the registration
            statement provided that such required information has not
            been contained in periodic reports filed pursuant to
            section 13 or 15(d) of the Securities Act of 1934 that
            are incorporated by reference in the registration
            statement

      -     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

      -     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

      -     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 the 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

      -     that, 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, of controlling
            person of the registrant in the successful defense of any
            action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the
            securities being registered, the registrant will, unless
            in the opinion of its counsel the matter has been settled
            by controlling precedent, submit to a court of
            appropriate jurisdiction the question whether such
            indemnification by it is against public policy as
            expressed in the Act and will be governed by the final
            adjudication of such issue.

SIGNATURES

The Registrant. 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 HAMPTON, State of VIRGINIA, on JUNE 10, 1996.

OLD POINT FINANCIAL CORPORATION
By /s/ W. RODNEY ROSSER, SVP AND SECRETARY

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 JUNE 10, 1996.

      /s/Robert F. Shuford          President and Director
         Robert F. Shuford          Principal Executive Officer 

      /s/Louis G. Morris            Senior Vice President 
         Louis G. Morris            and Treasurer
                                    Principal Financial
                                    & Accounting Officer

      /s/Richard F. Clark *         Director

      /s/Gertrude S. Dixon *        Director

      /s/Russell S. Evans, Jr. *    Director

      /s/G. Royden Goodson, III *   Director

      /s/Dr. Arthur D. Greene  *    Director

      /s/Steven D. Harris *         Director

      /s/John Cabot Ishon *         Director

      /s/Eugene M. Jordan *         Director

      /s/John B. Morgan *           Director

      /s/Dr. H. Robert Schappert *  Director

      /s/John G. Sebrell *          Executive Vice President and
                                    Director

The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of HAMPTON, State of VIRGINIA, on JUNE 10, 1996.

OLD POINT FINANCIAL CORPORATION / 1996 EMPLOYEE STOCK PURCHASE PLAN
By /s/LOUIS G. MORRIS, SVP AND TREASURER
INDEX OF EXHIBITS

      Exhibit
      Number                          Exhibits
      
      3                                Articles of Incorporation and
                                       Bylaws are incorporated herein
                                       by reference to Report on Form
                                       10-K, filed as of December 31,
                                       1995.

      4                                Employee Stock Purchase Plan.

      5                                Opinion of Mays & Valentine
                                       regarding legality of the
                                       securities being registered. 
                                       Filed herewith.

      15                               Not applicable.

      24.1                             Consent of Mays & Valentine. 
                                       Included in such firm's opinion
                                       as filed as Exhibit 5.

      24.2                             Consent of Eggleston Smith PC,
                                       Independent Certified Public
                                       Accountants.  

      25                               Powers of Attorney are
                                       incorporated herein by reference
                                       to Report on Form 10-K, filed as
                                       of December 31, 1995.

      28                               Not applicable.