As filed with the Securities and Exchange Commission on July 24, 2001
                                         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
        or Organization)                       No.)

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

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

                      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(1)    Per Share(2)    Offering Price(2)  Registration Fee
-------------------------------------------------------------------------------------------
<S>                      <C>              <C>            <C>                    <C>
Common Stock,
$5.00 par value          200,000          $24.00         $4,800,000.00          $1,200

</TABLE>
(1)  In addition, pursuant to Rule 416(a) under the Securities
     Act of 1933, as amended (the "Securities Act"), this
     registration statement also covers an indeterminate number
     of additional shares which may be offered and issued to
     prevent dilution resulting from stock splits, stock
     dividends or similar transactions as provided in the plans
     described herein.

(2)  Pursuant to Rule 457(h)(1) under the Securities Act, these
     figures are based upon the average of the high and low
     prices of the Common Stock on July 20, 2001, as reported in
     the NASD SmallCap System, and are used solely for the
     purpose of calculating the registration fee.

<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 (including non-employee  directors)
eligible to participate in the Company's 1998 Stock Option Plan.

    The Company hereby incorporates herein by reference into this
Registration  Statement  the following  documents  filed  by  the
Company   with  the  Securities  and  Exchange  Commission   (the
"Commission"):

    (a)  the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000, filed pursuant to Section 13 of the
         1934 Act;

    (b)  the Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001; 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
         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  Securities Exchange Act of  1934  (the  "Exchange
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

                           II-1
<PAGE>
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)   Rule 415 offering.  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
               ("Securities Act");

               (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.    Notwithstanding   the
               foregoing, any increase or decrease in  volume  of
               securities offered (if the total dollar  value  of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high
               and of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission  pursuant to Rule  424(b)  if,  in  the
               aggregate,  the  changes  in  volume   and   price
               represent  no more than 20 percent change  in  the

                                  II-2
<PAGE>
               maximum aggregate offering price set forth in  the
               "Calculation  of  Registrant  Fee"  table  in  the
               effective 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 (a)(1)(i)  and
               (a)(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 by the Registrant pursuant
               to Section 13 or Section 15(d) of the Exchange Act
               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,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  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 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   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  and  will  be  governed  by  the  final
adjudication of such issue.

                             II-3
<PAGE>
                           SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act,  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 21st day  of  July,
2001.

                              OLD POINT FINANCIAL CORPORATION
                              Hampton, Virginia



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


      KNOW  ALL  MEAN BY THESE PRESENTS, that each  person  whose
signature  appears  below  constitutes  and  appoints  Robert  F.
Shuford  and Frank E. Continetti, and each of them, such person's
true  and lawful attorney-in-fact and agent, with full powers  of
substitution and resubstitution, for such person and  in  his  or
her name, place and stead, in any and all capacities, to sign any
and  all amendments to this registration statement (including any
post-effective  amendments thereto), and to file the  same,  with
all exhibits thereto, and other documents in connection therewith
with  the Securities and Exchange Commission, granting unto  said
attorney-in-fact and agent full power and authority to do and  to
perform  each and every act and thing requisite and necessary  to
be  done  in and about the premises, as fully and to all  intents
and  purposes  as he or she might or would do in  person,  hereby
ratifying  and  conforming  all that  said  attorney-in-fact  and
agent,  or their substitutes may lawfully do or cause to be  done
by virtue hereof.

      Pursuant  to the requirements of the Securities  Act,  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 21, 2001
 ---------------------
 Robert F. Shuford

                              Executive Vice President & CFO
                              (Principal Financial and
 /s/ Louis G. Morris          Accounting Officer)                July 21, 2001
 -------------------
 Louis G. Morris

                                       II-4
<PAGE>

 /s/ Richard F. Clark         Director                           July 21, 2001
 --------------------
 Richard F. Clark



 /s/ Russell S. Evans, Jr.    Director                           July 21, 2001
 -------------------------
 Russell S. Evans, Jr.


 ----------------------       Director                           _______, 2001
 G. Royden Goodson, III


 --------------------         Director                           _______, 2001
 Dr. Arthur D. Greene


 /s/ Gerald E. Hansen         Director                           July 21, 2001
 --------------------
 Gerald E. Hansen


 /s/ Stephen D. Harris        Director                           July 21, 2001
 ---------------------
 Stephen D. Harris


 /s/ John Cabot Ishon         Director                           July 21, 2001
 --------------------
 John Cabot Ishon


 /s/ Eugene M. Jordan         Director                           July 21, 2001
 --------------------
 Eugene M. Jordan


 /s/ John B. Morgan           Director                           July 21, 2001
 ------------------
 John B. Morgan


 /s/ Dr. H. Robert Schappert  Director                           July 21, 2001
 ---------------------------
 Dr. H. Robert Schappert


                                  II-5
<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    4.4
1998 Stock Option Plan, as
amended, filed herewith

Opinion of Troutman Sanders Mays   5
& Valentine LLP, with respect to
the validity of the Common Stock,
filed herewith

Consent of Eggleston Smith P.C.,   23.1
Independent Public Accountants
dated July 23, 2001, filed
herewith.

Consent of Troutman Sanders Mays   23.3
& Valentine LLP, contained in
their opinion filed as Exhibit 5
hereto

                              II-6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8-7242001.txt", "description": "S8 FILING 7-24-2001", "secsgml_size_bytes": 17669}]
{"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": "333-65684", "film-number": "1686648"}, "business-address": {"street1": "1 WEST MELLEN ST", "city": "HAMPTON", "state": "VA", "zip": "23663", "phone": "7577281247"}, "mail-address": {"street1": "1 WEST MELLEN ST", "city": "HAMPTON", "state": "VA", "zip": "23663"}}
As filed with the Securities and Exchange Commission on July 24, 2001
                                         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
        or Organization)                       No.)

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

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

                      CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                         Maximum            Maximum
Title of Securities   Amount to be    Offering Price       Aggregate          Amount of
 to be Registered     Registered(1)    Per Share(2)    Offering Price(2)  Registration Fee
-------------------------------------------------------------------------------------------
Common Stock,
$5.00 par value          200,000          $24.00         $4,800,000.00          $1,200
(1)  In addition, pursuant to Rule 416(a) under the Securities
     Act of 1933, as amended (the "Securities Act"), this
     registration statement also covers an indeterminate number
     of additional shares which may be offered and issued to
     prevent dilution resulting from stock splits, stock
     dividends or similar transactions as provided in the plans
     described herein.

(2)  Pursuant to Rule 457(h)(1) under the Securities Act, these
     figures are based upon the average of the high and low
     prices of the Common Stock on July 20, 2001, as reported in
     the NASD SmallCap System, and are used solely for the
     purpose of calculating the registration fee.
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 (including non-employee  directors)
eligible to participate in the Company's 1998 Stock Option Plan.

    The Company hereby incorporates herein by reference into this
Registration  Statement  the following  documents  filed  by  the
Company   with  the  Securities  and  Exchange  Commission   (the
"Commission"):

    (a)  the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000, filed pursuant to Section 13 of the
         1934 Act;

    (b)  the Company's Quarterly Report on Form 10-Q for the quarter
         ended March 31, 2001; 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
         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  Securities Exchange Act of  1934  (the  "Exchange
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

                           II-1
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)   Rule 415 offering.  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
               ("Securities Act");

               (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.    Notwithstanding   the
               foregoing, any increase or decrease in  volume  of
               securities offered (if the total dollar  value  of
               securities offered would not exceed that which was
               registered) and any deviation from the low or high
               and of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission  pursuant to Rule  424(b)  if,  in  the
               aggregate,  the  changes  in  volume   and   price
               represent  no more than 20 percent change  in  the

                                  II-2
maximum aggregate offering price set forth in  the
               "Calculation  of  Registrant  Fee"  table  in  the
               effective 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 (a)(1)(i)  and
               (a)(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 by the Registrant pursuant
               to Section 13 or Section 15(d) of the Exchange Act
               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,
each filing of the Registrant's annual report pursuant to Section
13(a)   or  Section  15(d)  of  the  Exchange  Act  (and,   where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Exchange  Act)  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 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   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  and  will  be  governed  by  the  final
adjudication of such issue.

                             II-3
SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act,  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 21st day  of  July,
2001.

                              OLD POINT FINANCIAL CORPORATION
                              Hampton, Virginia

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

      KNOW  ALL  MEAN BY THESE PRESENTS, that each  person  whose
signature  appears  below  constitutes  and  appoints  Robert  F.
Shuford  and Frank E. Continetti, and each of them, such person's
true  and lawful attorney-in-fact and agent, with full powers  of
substitution and resubstitution, for such person and  in  his  or
her name, place and stead, in any and all capacities, to sign any
and  all amendments to this registration statement (including any
post-effective  amendments thereto), and to file the  same,  with
all exhibits thereto, and other documents in connection therewith
with  the Securities and Exchange Commission, granting unto  said
attorney-in-fact and agent full power and authority to do and  to
perform  each and every act and thing requisite and necessary  to
be  done  in and about the premises, as fully and to all  intents
and  purposes  as he or she might or would do in  person,  hereby
ratifying  and  conforming  all that  said  attorney-in-fact  and
agent,  or their substitutes may lawfully do or cause to be  done
by virtue hereof.

      Pursuant  to the requirements of the Securities  Act,  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 21, 2001
 ---------------------
 Robert F. Shuford

                              Executive Vice President & CFO
                              (Principal Financial and
 /s/ Louis G. Morris          Accounting Officer)                July 21, 2001
 -------------------
 Louis G. Morris

                                       II-4
/s/ Richard F. Clark         Director                           July 21, 2001
 --------------------
 Richard F. Clark

 /s/ Russell S. Evans, Jr.    Director                           July 21, 2001
 -------------------------
 Russell S. Evans, Jr.

 ----------------------       Director                           _______, 2001
 G. Royden Goodson, III

 --------------------         Director                           _______, 2001
 Dr. Arthur D. Greene

 /s/ Gerald E. Hansen         Director                           July 21, 2001
 --------------------
 Gerald E. Hansen

 /s/ Stephen D. Harris        Director                           July 21, 2001
 ---------------------
 Stephen D. Harris

 /s/ John Cabot Ishon         Director                           July 21, 2001
 --------------------
 John Cabot Ishon

 /s/ Eugene M. Jordan         Director                           July 21, 2001
 --------------------
 Eugene M. Jordan

 /s/ John B. Morgan           Director                           July 21, 2001
 ------------------
 John B. Morgan

 /s/ Dr. H. Robert Schappert  Director                           July 21, 2001
 ---------------------------
 Dr. H. Robert Schappert

                                  II-5
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    4.4
1998 Stock Option Plan, as
amended, filed herewith

Opinion of Troutman Sanders Mays   5
& Valentine LLP, with respect to
the validity of the Common Stock,
filed herewith

Consent of Eggleston Smith P.C.,   23.1
Independent Public Accountants
dated July 23, 2001, filed
herewith.

Consent of Troutman Sanders Mays   23.3
& Valentine LLP, contained in
their opinion filed as Exhibit 5
hereto

                              II-6