WILLIAMS, MULLEN,
			            CHRISTIAN & DOBBINS
			ATTORNEYS & COUNSELORS AT LAW


September 28, 1995

Via EDGAR Transmission

Securities and Exchange Commission 
450 Fifth Street, N.W.
Washington, D. C. 20549-1004

	Re:	Central Fidelity Banks, Inc.
		Registration Statement on Form S-8

Ladies and Gentlemen:

	On behalf of Central Fidelity Banks, Inc. (the Company"), we 
transmit for filing, pursuant to Rule 101 of Regulation S-T, one copy of 
the Company's Form S-8 Registration Statement, with exhibits, relating to 
the registration under the Securities Act of 1933, as amended, of 
1,750,000 shares of the Company's Common Stock, which may be offered from 
time to time pursuant to the Central Fidelity Banks, Inc. 1995 Stock 
Incentive Plan.

	The Company has prior to this transmission made a wire transfer of 
$19,159.48 to the Securities and Exchange Commission's lockbox depository 
at Mellon Bank, Pittsburgh, Pennsylvania, representing the filing fee.

	Please transmit a confirmation of the receipt of this transmission, 
noting thereon the file number assigned to the Registration Statement.

	If you have any questions or need further information regarding 
this filing, please contact the undersigned at (804) 783-6432.

						Very truly yours,

						/s/ William L. Pitman
						William L. Pitman

WLP/ar
Enclosures
cc:	William N. Stoyko, Esquire
	James F. Campbell
	William H. Schwarzschild, III, Esquire


< PAGE>

As filed with the Securities and Exchange Commission on 
					September 28, 1995.
Registration No. 33-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

CENTRAL FIDELITY BANKS, INC.
(Exact name of issuer as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)

54-1091649
(I.R.S. employer identification number)

1021 East Cary Street, Richmond, Virginia 23219
(Address of principal executive offices including Zip code)

CENTRAL FIDELITY BANKS, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the plan)

William N. Stoyko, Esquire, Corporate Executive Officer and Secretary
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219
(804) 697-7145
(Name, address and telephone
number of agent for service)

With a copy to:
W.H. Schwarzschild, III, Esquire
Robert E. Spicer, Jr., Esquire
Williams, Mullen, Christian &  Dobbins
1021 East Cary Street, 16th Floor
Richmond, Virginia  23219
(804) 643-1991

CALCULATION OF REGISTRATION FEE

Title and amount (1) of securities to be registered:
     Common Stock, $5.00 par value:          1,750,000
     Rights to Purchase Series A Junior
             Participating Preferred Stock:        1,750,000

Proposed maximum offering price per share(2): $31.75

Proposed maximum aggregate offering price: $55,562,000

Amount of registration fee: $19,159.48

(1)	The amount of Common Stock registered hereunder shall be 
deemed to include any additional shares  issuable as a result of any
stock split, stock dividend or other change in the capitalization 
of the Registrant  as provided pursuant to the adjustment provisions 
of the Plan.
(2)	Pursuant to Rule 457(h), the registration fee is based on 
the average of the high ($32.00) and low ($31.50) prices reported 
on the Nasdaq National Market on September 22, 1995.
(3)	The Rights to purchase Series A Junior Participating Preferred 
Stock will be attached to and will trade with shares of the Common 
Stock of the Registrant.  Value attributable to such Rights, if any,
will be reflected in the market price of the shares of Common Stock. 
No additional fee is required.



<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

	The following documents previously filed by the Registrant with 
the Securities and Exchange Commission (the "Commission") pursuant to 
the Securities Exchange Act of 1934 (the "Exchange Act") are 
incorporated herein by reference and made a part hereof:

	(1)	the Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1994, File No. 0-8829, filed pursuant 
to Section 13(a) or 15(d) of the Exchange Act;

	(2)	the Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995 and June 30, 1995 (and any 
amendments thereto);

	(3)	the Registrant's Current Report on Form 8-K filed February 8,
1995, as amended by Form 8-K/A filed February 9, 1995;

	(4)	the Registrant's Current Reports on Form 8-K filed June 12, 
1995, July 18, 1995, and September 20, 1995; and

	(5)	the description of the Registrant's Common Stock and 
associated preferred share purchase rights contained in the 
Registrant's Form 8-B filed April 30, 1979; Form 8-A dated 
May 17, 1989; and Amendment No. 1 to Form 8-A dated 
November 18, 1994.

	All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by reference 
herein and to be a part hereof from the date of filing of 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 
modified or supersedes such earlier 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

	Williams, Mullen, Christian & Dobbins, counsel to the Registrant, 
has rendered its opinion that the shares of Common Stock which 
constitute original issuance securities will, when issued pursuant to the 
terms and conditions of the Plan, be validly issued, fully paid and 
nonassessable. As of August 14, 1995, certain shareholders and other 
attorneys employed by the firm were the beneficial owners of 
approximately 279,343 shares of the Registrant's Common Stock.

Item 6.	Indemnification of Directors and Officers

	Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the 
"Code") permits a Virginia corporation to indemnify any director or 
officer for reasonable expenses incurred in any legal proceeding in 
advance of final disposition of the proceeding, if the director or 
officer furnishes the corporation a written statement of his good faith 
belief that he has met the standard of conduct prescribed by the Code, 
and a determination is made by the board of directors that such standard 
has been met.  In a proceeding by or in the right of the corporation, no 
indemnification shall be made in respect of any matter as to which an 
< PAGE>


officer or director is adjudged to be liable to the corporation, unless 
the court in which the proceeding took place determines that, despite 
such liability, such person is reasonably entitled to indemnification in 
view of all of the relevant circumstances.  In any other proceeding, no 
indemnification shall be made if the director or officer is adjudged 
liable to the corporation on the basis that personal benefit was 
improperly received by him.  Corporations are given the power to make any 
other or further indemnity, including advance of expenses, to any 
director or officer that may be authorized by 
the articles of incorporation or any bylaw made by the shareholders, or 
any resolution adopted, before or after the event, by the shareholders, 
except an indemnity against willful misconduct or a knowing violation of 
the criminal law.  Unless limited by its articles of incorporation, 
indemnification of a director or officer is mandatory when he entirely 
prevails in the defense of any proceeding to which he is a party because 
he is or was a director or officer.

	The Restated Articles of Incorporation of the Registrant contain 
provisions indemnifying the directors and officers of the Registrant 
against expenses and liabilities incurred in legal proceedings and 
authorizing the Board of Directors to advance and reimburse expenses as 
permitted by law.  The Restated Articles of Incorporation of the 
Registrant also eliminate the liability of directors and officers to the 
Registrant or its shareholders for monetary damages in excess of one 
dollar as permitted by the Code.

Item 7.	Exemption from Registration Claimed

	Not applicable.

Item 8.	Exhibits

	The following exhibits are filed on behalf of the Registrant as 
part of this Registration Statement: 


4.1	Restated Articles of Incorporation of Central Fidelity Banks, Inc., 
adopted March 14, 1990, incorporated herein by reference to Exhibit 
3.1 to Form 8, dated May 22, 1992, File No. 0-8829.

4.2	Articles of Amendment (to Restated Articles of Incorporation) of 
Central Fidelity Banks, Inc., dated May 18, 1993, incorporated 
herein by reference to Exhibit 4.4 to Form S-3 Registration 
Statement, dated August 31, 1994, File No. 33-55311.


< PAGE>


4.3	Restated By-Laws of Central Fidelity Banks, Inc., effective March 
14, 1990, as amended on September 13, 1995, incorporated by reference 
to Exhibit 3(ii) to Form 8-K, dated September 20, 1995, File No. 0-
8829.

4.4	Form of Common Stock Certificate, incorporated herein by reference 
to Exhibit 4.5 to Form S-3 Registration Statement, filed May 27, 
1992, File No. 33-48012.

4.5	Amended and Restated Rights Agreement, dated as of November 9, 
1994, between Central Fidelity Banks, Inc. and Central Fidelity 
National Bank, as Rights Agent, incorporated by reference to Exhibit 
1 to Form 8 Amendment No. 1 to Registration Statement on Form 8-
A, File No. 0-8829.

4.6	Central Fidelity Banks, Inc. 1995 Stock Incentive Plan.

5	Opinion of Williams, Mullen, Christian & Dobbins.

23.1	Consent of Williams, Mullen, Christian & Dobbins (included in 
Exhibit 5).

23.2	Consent of KPMG Peat Marwick LLP.

24 	Powers of Attorney.

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 1933 (the 
"Securities Act");

			(ii)	To reflect in the prospectus any facts or events 
arising after the effective date of the Registration 
Statement (or 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.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities 
< PAGE>


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 
maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the 
effective Registration Statement; and 

			(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 paragraph (1)(i) and 
(1)(ii) shall not apply if the registration statement is on Form S-3, 
Form S-8 or Form F-3, and 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 
Exchange Act that are incorporated by reference in the 
Registration Statement.

		(2)	That, for the purpose of determining any liability 
under the Securities Act, 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, 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 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.

< PAGE>


	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 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 
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 Securities Act and will be governed by 
the final adjudication of such issue.






























< PAGE>

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, Central 
Fidelity Banks, Inc., 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 
Richmond, Commonwealth of Virginia, on this 28th day of September, 1995.

							CENTRAL FIDELITY BANKS, INC.

							By: /s/ Lewis N. Miller, Jr.	
						      Lewis N. Miller, Jr., Chairman
							and Chief Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement or amendment thereto has been signed below by the 
following persons in the capacities and on the dates indicated.

Signature				Title					Date



/s/ Lewis N. Miller, Jr.                 Chairman of the	
Lewis N. Miller, Jr.                Board, Chief Executive 	September 28, 1995
					Officer and 
					Director

/s/ Charles W. Tysinger			
Charles W. Tysinger 		      Corporate			September 28, 1995
				Executive Officer 
				and Treasurer 
				(Principal 
				Financial Officer

/s/ James F. Campbell	
James F. Campbell 		Senior Vice 			September 28, 1995
				President and 
				Controller 
				(Principal 
				Accounting 
				Officer)





< PAGE>

James F.  Betts * 			Director 			September 28, 1995

Alvin R. Clements * 			Director 			September 28, 1995

Phyllis L. Cothran *	 		Director 			September 28, 1995

Jack H. Ferguson * 			Director 			September 28, 1995

Robert L. Freeman * 			Director 			September 28, 1995

Minnie Bassett Lane *		Director 			September 28, 1995

George R. Lewis * 			Director 			September 28, 1995

G. Bruce Miller * 			Director 			September 28, 1995

T. Justin Moore, Jr.*			Director 			September 28, 1995

Richard L. Morrill *			Director 			September 28, 1995

Lloyd U. Noland, III *			Director 			September 28, 1995

William G. Reynolds, Jr. *		Director 			September 28, 1995

Kenneth S. White *			Director 			September 28, 1995

	* William N. Stoyko, by signing his name hereto, signs this document 
on behalf of each of the persons indicated by an asterisk above pursuant 
to powers of attorney duly executed by such persons and filed as an 
exhibit to this Registration Statement.

								/s/ William N. Stoyko	
								William N. Stoyko
								Attorney-in-Fact













< PAGE>

					EXHIBIT INDEX
					      TO
				FORM S-8 REGISTRATION STATEMENT
					     FOR
				CENTRAL FIDELITY BANKS, INC.
				  1995 STOCK INCENTIVE PLAN

Exhibit
Number			Description of Exhibit

4.1	Restated Articles of Incorporation of Central 
Fidelity Banks, Inc., adopted March 14, 1990, 
incorporated herein by reference to Exhibit 3.1 to 
Form 8, dated May 22, 1992, File No. 0-8829.

4.2	Articles of Amendment (to Restated Articles of Incorporation) of 
Central Fidelity Banks, Inc., dated May 18, 1993, incorporated 
herein by reference to Exhibit 4.4 to Form S-3 Registration 
Statement, dated August 31, 1994, File No. 33-55311.

4.3	Restated By-Laws of Central Fidelity Banks, Inc., effective 
March 14, 1990, as amended on September 13, 1995, 
incorporated by reference to Exhibit 3(ii) to Form 8-K, dated 
September 20, 1995, File No. 0-8829.

4.4	Form of Common Stock Certificate, incorporated herein by 
reference to Exhibit 4.5 to Form S-3 Registration Statement, 
filed May 27, 1992, File No. 33-48012.

4.5	Amended and Restated Rights Agreement, dated as of November 
9, 1994, between Central Fidelity Banks, Inc. and Central 
Fidelity National Bank, as Rights Agent, incorporated by 
reference to Exhibit 1 to Form 8 Amendment No. 1 to 
Registration Statement on Form 8-A, File No. 0-8829.

4.6	Central Fidelity Banks, Inc. 1995 Stock Incentive Plan.

5	Opinion of Williams, Mullen, Christian & Dobbins.

23.1	Consent of Williams, Mullen, Christian & Dobbins (included in 
Exhibit 5).

23.2	Consent of KPMG Peat Marwick LLP.

24 	Powers of Attorney.


< PAGE>

Exhibit 4.6

1995 Stock Incentive Plan

	
ARTICLE I.
Establishment, Purpose, and Duration

	1.1	Establishment of the Plan.  Central Fidelity Banks, Inc. 
(hereinafter referred to as the "Company"), a Commonwealth of Virginia 
corporation, hereby establishes an incentive compensation plan to be 
known as the "1995 Stock Incentive Plan" (hereinafter referred to as the 
"Plan"), as set forth in this document.  Unless otherwise defined herein,
all capitalized terms shall have the meanings set forth in Section 2.1 
herein.  
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock 
Options, Stock Appreciation Rights, Restricted Stock, Performance 
Awards in the form of Performance Units and Performance Shares, and 
Other Stock Unit Awards.

	The Plan was adopted by the Board of Directors on January 11, 
1995, and shall become effective as of May 10, 1995 (the "Effective 
Date"), subject to the approval by vote of shareholders of the Company in 
accordance with applicable laws.  Awards may be granted prior to 
shareholder approval of the Plan, but each such Award shall be subject to 
the approval of the Plan by the shareholders.

	1.2	Purpose of the Plan.  The Plan is intended to foster the 
success of the Company and its subsidiaries by providing incentives to 
Eligible Employees to promote the long-term financial success of the 
Company.  The Plan is designed to provide flexibility to the Company in 
its ability to motivate, attract, and retain the services of Eligible 
Employees upon whose judgment, interest, and special effort the 
successful conduct of the Company's operation is largely dependent.

	1.3	Duration of the Plan.  The Plan shall commence on the 
Effective Date, as described in Section 1.1 herein, and shall remain in 
effect, subject to the right of the Board of Directors to terminate the 
Plan at any time pursuant to Article XII herein, until May 9, 2005, at 
which time it shall terminate except with respect to Awards made prior 
to, and outstanding on, that date, which shall remain valid in accordance 
with their terms.





< PAGE>

ARTICLE II.
Definitions

	2.1	Definitions.  Except as otherwise defined in the Plan, 
the following terms shall have the meanings set forth below:

	(a)	"Affiliate" shall have the meaning ascribed to 
such term in Rule 12b-2 under the Securities Exchange Act of 
1934, as amended (the "Exchange Act").
	(b)	"Agreement" means a written agreement 
implementing the grant of each Award signed by an authorized 
officer of the Company and by the Participant.

	(c)	"Award" means individually or collectively, a 
grant under this Plan of Nonqualified Stock Options, Incentive 
Stock Options, Stock Appreciation Rights, Restricted Stock, 
Performance Units, Performance Shares, or Other Stock Unit 
Awards.

	(d)	"Award Date" or "Grant Date" means the date on 
which an Award is made by the Committee under this Plan.

	(e)	"Beneficial Owner" shall have the  meaning  
ascribed  to  such  term  in  Rule  13d-3  under  the Exchange 
Act.

	(f)	"Board" or "Board of Directors" means the Board 
of Directors of the Company.

	(g)	"Change In Control" shall be deemed to have 
occurred if the conditions set forth in any one of the following 
paragraphs shall have been satisfied:

	(i)	Any person, corporation or other entity or 
group, including any "group" as defined in Section 
13(d)(3) of the Securities Exchange Act of 1934, other 
than (A) those persons in control of the Company on the 
Effective Date, (B) any person or group acquiring 
securities of the Company directly from the Company, or 
(C) a trustee or other fiduciary holding securities of the 
Company under an employee benefit plan sponsored or 
maintained by the Company or its Subsidiaries, becomes 
the beneficial owner of shares of the Company having 
10% or more of the total number of votes that may be 
cast for the election of directors of the Company; or


< PAGE>

	(ii)	As the result of, or in connection with, any 
tender or exchange offer, merger or other business 
combination, sale of assets or contested election, or any 
combination of the foregoing (a "Transaction"), the 
persons who were directors of the Company before the 
Transaction shall, following the Transaction, cease to 
constitute a majority of the Board of Directors of the 
Company or any successor to the Company or its assets; 
or

	(iii)	if at any time, (w) the Company shall 
consolidate with, or merge with, any other Person and 
the Company shall not be the continuing or surviving 
corporation, (x) any Person shall consolidate with, or 
merge with, the Company, and the Company shall be the 
continuing or surviving corporation and in connection 
therewith, all or part of the outstanding Stock shall be 
changed into or exchanged for stock or other securities 
of any other Person or cash or any other property, (y) the 
Company shall be a party to a statutory share exchange 
with any other Person after which the Company is a 
Subsidiary of any other Person, or (z) the Company shall 
sell or otherwise transfer 50% or more of the assets or 
earning power of the Company and its Subsidiaries 
(taken as a whole) to any Person or Persons.

	(h)	"Code" means the Internal Revenue Code of 1986, 
as amended from time to time.

	(i)	"Committee" means the Compensation 
Committee of the Board or such other committee as the Board 
may from time to time appoint to administer the Plan.

	(j)	"Company" means Central Fidelity Banks, Inc. 
including all Affiliates and Subsidiaries, or any successor 
thereto as provided in Article XIV herein.

	(k)	"Eligible Employee" means any officer or other 
employee of the Company or its Subsidiaries (including any 
entity that becomes a Subsidiary after the adoption of this 
Plan).  Eligible Employee does not include directors of the 
Company who are not also employees of the Company or its 
Subsidiaries.

	(l)	"Exchange Act" means the Securities Exchange 
Act of 1934, as amended.

< PAGE>

	(m)	"Fair Market Value" on a particular date means 
as follows:

	(i)	If the Stock is approved for trading on 
NASDAQ, the mean between the high and low sales prices 
of a share of Common Stock as reported for such date in 
the Wall Street Journal with regard to NASDAQ issues; or

	(ii)	If the Stock is not approved for trading on 
NASDAQ but is listed or admitted to trading on a 
national securities exchange, the mean between the high 
and low sales prices of a share of Stock in consolidated 
trading as reported for such date in the Wall Street 
Journal with regard to securities listed or admitted to 
trading on such national securities exchange; or

	(iii)	If in (i) or (ii) above, as applicable, there were 
no sales on such date reported as provided above, the 
respective prices on the most recent prior day on which 
sales were so reported.

In the case of an Incentive Stock Option, if the foregoing 
method of determining fair market value should be inconsistent 
with section 422 of the Code, "Fair Market Value" shall be 
determined by the Committee in a manner consistent with such 
section of the Code and shall mean the value as so determined.

	(n)	"Incentive Stock Option" or "ISO" means an 
option to purchase Stock, granted under Article VI herein, 
which is designated as an incentive stock option and is intended 
to meet the requirements of Section 422 of the Code.
	(o)	"Nonqualified Stock Option" or "NQSO" means 
an option to purchase Stock, granted under Article VI herein, 
which is not intended to be an Incentive Stock Option.

	(p)	"Option" means an Incentive Stock Option or a 
Nonqualified Stock Option.

	(q)	"Other Stock Unit Award" means awards of 
Stock or other awards that are valued in whole or in part by 
reference to, or are otherwise based on, Shares or other 
securities of the Company and granted pursuant to Article X 
hereof.

	(r)	"Participant" means an Eligible Employee who 
has been granted an Award under the Plan.

< PAGE>

	(s)	"Performance Award" means a performance-
based Award, which may be in the form of either Performance 
Shares or Performance Units.

	(t)	"Performance Share" means an Award, 
designated as a performance share, granted to a Participant 
pursuant to Article IX herein, the value of which is determined 
by the Fair Market Value of Company Stock in a manner deemed 
appropriate by the Committee and described in the Agreement.

	(u)	"Performance Unit" means an Award, designated 
as a performance unit, granted to a Participant pursuant to 
Article IX herein, the value of which is determined, in whole or 
in part, by the attainment of preestablished goals relating to 
Company financial or operating performance as deemed 
appropriate by the Committee and described in the Agreement 
but which is not determined by reference to the Fair Market 
Value of Common Stock.

	(v)	"Period of Restriction" means the period during 
which the transfer of Shares of Restricted Stock is restricted, 
pursuant to Article VIII herein.

	(w)	"Person" shall have the meaning ascribed to such 
term in Section 3(a)(9) of the Exchange Act and used in Sections 
13(d) and 14(d) thereof, including a "group" as defined in Section 
13(d).

	(x)	"Plan" means the Central Fidelity Banks, Inc. 
1995 Stock Incentive Plan as herein described and as hereafter 
from time to time amended.

	(y)	"Related Option" means an Incentive Stock 
Option or a Non-qualified Stock Option granted in conjunction 
with the grant of a Stock Appreciation Right.

	(z)	"Restricted Stock" means an Award of Stock 
granted to a Participant pursuant to Article VIII herein.
	(aa)	"Secretary" means the officer designated as the 
Secretary of the Company.

	(bb)	"Stock" or "Shares" means the common stock of 
the Company.

	(cc)	"Stock Appreciation Right" or "SAR" means an 
Award, designated as Stock Appreciation Right, granted to a 
participant pursuant to Article VII herein.
< PAGE>

	(dd)	"Subsidiary" shall mean, with respect to any 
corporation, a subsidiary of that corporation within the meaning 
of Code section 424(f).

ARTICLE III.
Administration

	3.1	General.  The Plan shall be administered by a committee 
of the Board consisting of two or more directors appointed from time to 
time by the Board.  No person shall be appointed to or shall serve as a 
member of such committee unless at the time of such appointment and 
service he shall be a "disinterested person," as defined in SEC 
Rule 16b-3 and an "outside director," within the meaning of Section 
162(m)(4)(C)(i) of the Internal Revenue Code of 1986 as amended by the 
Omnibus Budget Reconciliation Act of 1993.  Notwithstanding the 
foregoing, the Board may, in its discretion, delegate to another 
committee of the Board any or all of the authority and responsibility of 
the Committee with respect to awards to employees who are not subject to 
Section 16 of the Exchange Act at the time any such delegated authority 
or responsibility is exercised.  Such other committee may consist of two 
or more directors who may, but need not, be officers or employees of the 
Company or of any of its Subsidiaries.  To the extent that the Board has 
delegated to such other committee the authority and responsibility of the 
Committee pursuant to the foregoing, all references to the Committee in 
the Plan shall be to such other committee.

	3.2	Committee Powers.  The Committee shall have all 
powers necessary or desirable to administer the Plan.  The express grant 
in this Plan of any specific power to the Committee shall not be 
construed as limiting any power or authority of the Committee.  In 
addition to any other powers and, subject to the provisions of the Plan,
 the Committee shall have the following specific powers: (i) to determine 
the terms and conditions upon which the Awards may be made and exercised; 
(ii) to determine all terms and provisions of each Agreement, which need 
not be identical; (iii) to construe and interpret the Agreements and the 
Plan; (iv) to establish, amend, or waive rules or regulations for the 
Plan's administration; (v) to accelerate the exercisability of any Award, 
the end of a Performance Period or termination of any Period of 
Restriction; and (vi) to make all other determinations and take all other 
actions necessary or advisable for the administration of the Plan.

	3.3	Selection of Participants.  The Committee shall have 
the authority to grant Awards under the Plan, from time to time, to such 
Eligible Employees as may be selected by it.  Each Award shall be 
evidenced by an Agreement.


< PAGE>
	3.4	Decisions Binding.  All determinations and decisions 
made by the Committee pursuant to the provisions of the Plan shall be 
final, conclusive, and binding.

	3.5	Rule 16b-3 Requirements; Code Section 162(m).  
Notwithstanding any other provision of the Plan, the Committee may 
impose such conditions on any Award, and the Board may amend the Plan 
in any such respects, as they may determine, on the advice of counsel, 
are necessary or desirable to satisfy the provisions of Rule 16b-3, as
amended (or any successor or similar rule), under the Exchange Act.  Any 
provision of the Plan to the contrary notwithstanding, and except to the 
extent that the Committee determines otherwise:  (a) transactions by and 
with respect to officers and directors of the Company who are subject to 
Section 16(b) of the Exchange Act (hereafter, "Section 16 Persons") shall 
comply with any applicable conditions of SEC Rule 16b-3; (b) transactions 
with respect to persons whose remuneration is subject to the provisions 
of Section 162(m) of the Code shall conform to the requirements of 
Section 162(m)(4)(C) of the Code; and (c) every provision of the Plan 
shall be administered, interpreted and construed to carry out the 
foregoing provisions of this sentence.  Notwithstanding any provision of 
the Plan to the contrary, the Plan is intended to give the Committee the 
authority to grant Awards that qualify as performance-based compensation 
under Code Section 162(m)(4)(C) as well as Awards that do not so qualify. 
Every provision of the Plan shall be administered, interpreted and 
construed to carry out such intention and any provision that cannot be so 
administered, interpreted and construed shall to that extent be 
disregarded; and any provision of the Plan that would prevent an Award 
that the Committee intends to qualify as performance-based 
compensation under Code Section 162(m)(4)(C) from so qualifying shall be 
administered, interpreted and construed to carry out such intention and 
any provision that cannot be so administered, interpreted and construed 
shall to that extent be disregarded.

ARTICLE IV.
Stock Subject to the Plan

	4.1	Number of Shares.  Subject to adjustment as provided in 
Section 4.4 herein, the maximum aggregate number of Shares that may be 
issued pursuant to Awards made under the Plan shall not exceed 
1,750,000.  No more than one-third of the aggregate number of such 
Shares shall be issued in connection with Restricted Stock Awards, 
Performance Awards, or Other Stock Unit Awards.  Further, subject to 
Section 4.4, the maximum Award that may be made under the Plan to any 
Participant in a consecutive twelve month period shall not exceed 50,000 
shares.  Except as provided in Sections 4.2 and 4.3 herein, the issuance 
of Shares in connection with the exercise of, or as other payment for, 
Awards under the Plan shall reduce the number of Shares available for 
future Awards under the Plan.
< PAGE>

	4.2	Lapsed Awards or Forfeited Shares.  If any Award 
granted under this Plan terminates, expires, or lapses for any reason 
other than by virtue of exercise of the Award, or if Shares issued 
pursuant to Awards are forfeited, any Stock subject to such Award again 
shall be available for the grant of an Award under the Plan; provided 
that any such Stock shall be available for the grant of an Award to a 
Section 16 Person only if the forfeiting employee received no benefits of 
ownership such as dividends (but excluding voting rights) from the Stock 
and SEC Rule 16b-3 would in the opinion of the Committee otherwise be 
satisfied.

	4.3	Delivery of Shares as Payment.  In the event a 
Participant pays the Option Price for Shares pursuant to the exercise of 
an Option with previously acquired Shares, the number of Shares available 
for future Awards under the Plan shall be reduced only by the net number 
of new Shares issued upon the exercise of the Option; provided that the 
number of Shares available for future Awards to Section 16 Persons under 
the Plan shall be reduced only by the net number of new Share issued 
upon the exercise of the Option only if Rule 16b-3 would in the opinion 
of the Committee be satisfied.

	4.4	Capital Adjustments.  If the outstanding Shares of the 
Company are increased, decreased or exchanged, through merger, 
consolidation, sale of all or substantially all of the property of the 
Company, reorganization, recapitalization, reclassification, stock 
dividend, stock split or other distribution in respect of such Shares, 
for a different number or kind of Shares, or if additional Shares or new 
or different Shares are distributed in respect of such Shares, an 
appropriate and proportionate adjustment shall be made by the Committee, 
whose determination shall be binding on all persons.  The number and 
class of Shares subject to each outstanding Award, the Option Price and 
the aggregate number and class of Shares for which Awards thereafter may 
be made shall be subject to such adjustment.  If the adjustment would 
produce fractional Shares with respect to any then outstanding Awards, 
the Committee may adjust appropriately the number of Shares covered by 
the outstanding Awards so as to eliminate the fractional shares.  Any 
adjustments to be made with respect to Incentive Stock Options shall 
comply with sections 422 and 424 of the Code.

ARTICLE V.
Eligibility

	All Eligible Employees of the Company and its Subsidiaries may 
participate in the Plan.  Directors of the Company who are not employees 
of the Company or its Subsidiaries are not eligible to participate.


< PAGE>

ARTICLE VI.
Stock Options

	6.1	Grant of Options to Eligible Employees.  Subject to the 
terms and provisions of the Plan, Options may be granted to Eligible 
Employees at any time and from time to time as shall be determined by 
the Committee.  Subject to Section 4.1 above, the Committee shall have 
complete discretion in determining the number of Shares subject to 
Options granted to each Eligible Employee, provided, however, that the 
aggregate Fair Market Value (determined at the time the Award is made) of 
Shares with respect to which an Eligible Employee may first exercise ISOs 
granted under the Plan during any calendar year may not exceed $100,000 
or such amount as shall be specified in Section 422 of the Code and rules 
and regulations thereunder.

	6.2	Option Agreement.  Each Option grant shall be 
evidenced by an Agreement that shall specify the type of Option granted, 
the Option Price (as hereinafter defined), the duration of the Option, 
the number of Shares to which the Option pertains, any conditions imposed 
upon the exercisability of Options in the event of retirement, death, 
disability, or other termination of employment, and such other provisions 
as the Committee shall determine.  The Agreement shall specify whether 
the Option is intended to be an Incentive Stock Option within the 
meaning of Section 422 of the Code, or a Nonqualified Stock Option not 
intended to be within the provisions of Section 422 of the Code.

	6.3	Option Price.  The exercise price per share of Stock 
covered by an Option ("Option Price") shall be determined by the 
Committee subject to the following limitations.  In the case of an ISO, 
the Option Price shall not be less than 100% of the Fair Market Value of 
such Stock on the Grant Date or in the case of any optionee who, at the 
time such Incentive Stock Option is granted, owns stock possessing more 
than 10% of the total combined voting power of all classes of stock of 
his employer corporation or of its parent or subsidiary corporation, not 
less than 110% of the Fair Market Value of such Stock on the date the 
Incentive Stock Option is granted.  In the case of a NQSO, the Option 
Price shall not be less than 100% of the Fair Market Value of the Stock 
on the Grant Date.  In no event shall the Option Price of any option be 
less than the par value of the Stock.

	6.4	Duration of Options.  Each Option shall expire on the 
earliest of (a) ten years from the date it is granted, (b) such date as the 
Company's Board of Directors shall determine, (c) after the third month 
following the optionee's ceasing to be employed continuously by the 
Company or its Subsidiaries for any reason except (i) optionee's 
retirement at or after the then normal retirement age or earlier if 
approved by the Committee or (ii) optionee's disability, or (d) twelve 
< PAGE>

months after the optionee dies; provided, however, that no ISO shall be 
exercisable later than the tenth (10th) anniversary date of its Award 
Date and no Incentive Stock Option which is granted to any optionee who, 
at the time such Option is granted, owns Stock possessing more than 10% 
of the total combined voting power of all classes of stock of his 
employer corporation or of its parent or subsidiary corporation, shall be 
exercisable after the expiration of five years from the date such Option 
is granted.

	6.5	Exercisability.  Options granted under the Plan shall be 
exercisable at such times and be subject to such restrictions and 
conditions as the Committee shall determine, which need not be the same 
for all Participants.  No Option, however, shall be exercisable until the 
expiration of at least six months after the Award Date, except that such 
limitation shall not apply in the case of death or disability of the 
Participant, or as set forth in Article XI of this Plan.

	6.6	Method of Exercise.  Options may be exercised by the 
delivery of a written notice to the Company in the form prescribed by the 
Committee setting forth the number of Shares with respect to which the 
Option is to be exercised.  The Option Price shall be payable to the 
Company in full by the Participant who, if so provided in the Option 
Agreement, may: (i) deliver cash in satisfaction of all or any part of 
the Option Price; (ii) deliver, or cause to be withheld from the Option, 
Shares of Stock, valued at Fair Market Value on the date of exercise, in 
satisfaction of all or any part of the Option Price; or (iii) deliver a 
properly executed exercise notice together with irrevocable instructions 
to a broker to sell immediately some or all of the Shares acquired by 
exercise of the Option and to promptly deliver to the Company an amount 
of the sale proceeds (and in lieu of or pending a sale, loan proceeds) 
sufficient to pay the Option Price.  For purposes of payment described in 
(iii) above, the exercise shall be deemed to have occurred on the date 
the Company receives the exercise notice, accompanied by the broker 
instructions.

	6.7	Nontransferability of Options.

	(a)	Except as specifically provided in an Agreement pursuant 
to subsection (b) of this Section or Section 15.2 below, no Options 
granted under the Plan may be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated, otherwise than by will or by the 
laws of descent and distribution.  During the lifetime of a Participant 
to whom an Incentive Stock Option is granted, the Incentive Stock Option 
may be exercised only by the Participant.



< PAGE>

	(b)	In addition to nontransferable Options, the Committee 
may grant Nonqualified Stock Options (with or without tandem SARs) that 
are transferable during the lifetime of the Participant, provided that 
(i) no consideration is paid for the transfer and (ii) no Options granted 
to persons subject to Section 16 of the Exchange Act may be transferable 
unless and except to the extent such transferability would not result in 
the loss of any Rule 16b-3 exemptions for nontransferable Options granted 
or to be granted under the Plan.  The transferee of an Option shall be 
subject to all restrictions applicable to the Option prior to its 
transfer. The Agreement granting the Option shall set forth the transfer 
conditions and restrictions.  The Committee may impose on any 
transferable Option and on Stock issued upon the exercise of an Option 
such limitations and conditions as the Committee deems appropriate.

	6.8	Contribution Limitations.  No Participant shall make 
any elective contribution or employee contribution to the Plan (within 
the meaning of Treasury Regulation section 1.401(k)-l (d)(2)(iv)(B)(4)) 
during the balance of the calendar year after the Participant's receipt 
of a hardship distribution from a plan of the Company or a related party 
within the provisions of Code sections 414(b), (c), (m) or (o) containing 
a cash or deferred arrangement under section 401(k) of the Code, or 
during the following calendar year.  The preceding sentence shall not 
apply if and to the extent that the Committee determines it is not 
necessary to qualify any such plan as a cash or deferred arrangement 
under section 401(k) of the Code.

	6.9	No optionee shall have any rights as a shareholder with 
respect to Shares subject to an Option until the date of exercise of such 
Option.

ARTICLE VII.
Stock Appreciation Rights

	7.1	Grant of Stock Appreciation Rights.  Subject to the 
terms and conditions of the Plan, Stock Appreciation Rights may be 
granted to Participants, at the discretion of the Committee, in any of 
the following forms:

(a)	In connection with the grant, and exercisable in lieu of Options 
("Tandem SARs");

(b)	In connection with and exercisable in addition to the grant of 
Options ("Additive SARs");

(c)	Independent of the grant of Options ("Freestanding SARs"); or

(d)	In any combination of the foregoing.
< PAGE>

	7.2	Exercise of Tandem SARs.  Tandem SARs may be 
exercised with respect to all or part of the Shares subject to the 
Related Option.  The exercise of Tandem SARs shall cause a reduction in
the number of Shares subject to the Related Option equal to the number of 
Shares with respect to which the Tandem SAR is exercised.  Conversely, 
the exercise, in whole or part, of a Related Option, shall cause a 
reduction in the number of Shares subject to the Tandem Option equal to 
the number of Shares with respect to which the Related Option is 
exercised. Shares with respect to which the Tandem SAR shall have been 
exercised may not be subject again to an Award under the Plan.

	Notwithstanding any other provision of the Plan to the contrary, 
a Tandem SAR shall expire no later than the expiration of the Related 
Option, shall be transferable only when and under the same conditions as 
the Related Option and shall be exercisable only when the Related Option 
is eligible to be exercised.  In addition, if the Related Option is an 
ISO, a Tandem SAR shall be exercised for no more than 100% of the 
difference between the Fair Market Value of Shares subject to the Related 
Option at the time the Tandem SAR is exercised and the Option Price of 
the Related Option.

	7.3	Exercise of Additive SARs.  Additive SARs shall be 
deemed to be exercised upon, and in addition to, the exercise of the 
Related Option.  The deemed exercise of Additive SARs shall not reduce 
the number of Shares with respect to which the Related Option remains 
unexercised.

	7.4	Exercise of Freestanding SARs.  Freestanding SARs 
may be exercised upon whatever terms and conditions the Committee, in 
its sole discretion, imposes upon such SARs.

	7.5	Other Conditions Applicable to SARs.  No SAR granted 
under the Plan shall be exercisable until the expiration of at least six 
months after the Grant Date, except that such limitation shall not apply 
in the case of the death or disability of the Participant, or as set 
forth in Article XI of this Plan.  In no event shall the term of any SAR 
granted under the Plan exceed ten years from the Grant Date.  A SAR may 
be exercised only when the Fair Market Value of a Share exceeds either 
(a) the Fair Market Value per Share on the Grant Date in the case of a 
Freestanding SAR or (b) the Option Price of the Related Option in the 
case of either a Tandem or Additive SAR.  A SAR shall be exercised by 
delivery to the Committee of a notice of exercise in the form prescribed 
by the Committee.




< PAGE>

	7.6	Payment Upon Exercise of SARs.  Subject to the 
provisions of the Agreement, upon the exercise of a SAR, the Participant 
is entitled to receive, without any payment to the Company (other than 
required tax withholding amounts), an amount equal to the product of 
multiplying (i) the number of shares with respect to which the SAR is 
exercised by (ii) an amount equal to the excess of (A) the Fair Market 
Value per Share on the date of exercise of the SAR over (B) either (x) 
the Fair Market Value per Share on the Award Date in the case of a 
Freestanding SAR or (y) the Option Price of the Related Option in the 
case of either a Tandem or Additive SAR.  Payment to the Participant 
shall be made in Shares, valued at the Fair Market Value on the date of 
exercise, in cash if the Participant has so elected in his written notice 
of exercise, or a combination thereof.  To the extent required to satisfy 
the conditions of Rule 16b-3(e) under the Exchange Act, or any successor 
or similar rule, or as otherwise provided in the Agreement, the Committee 
shall have the sole discretion to consent to or disapprove the election 
of any Participant to receive cash in full or partial settlement of an 
SAR.  In cases where an election of settlement in cash must be consented 
to by the Committee, the Committee may consent to, or disapprove, such 
election at any time after such election, or within such period for 
taking action as is specified in the election, and failure to give 
consent shall be disapproval.  Consent may be given in whole or as to a 
portion of the SAR surrendered by the Participant.  If the election to 
receive cash is disapproved in whole or in part, the SAR shall be deemed 
to have been exercised for Shares, or, if so specified in the notice of 
exercise and election, not to have been exercised to the extent the 
election to receive cash is disapproved.

	7.7	Nontransferability of SARs.  Unless the Committee 
provides otherwise pursuant to Section 6.7(b) above or 15.2 below, no SAR 
granted under the Plan may be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated, otherwise than by will or by the 
laws of descent and distribution.  Further, all SARs granted to a 
Participant under the Plan shall be exercisable during his lifetime only 
by such Participant or his guardian or legal representative.

ARTICLE VIII.
Restricted Stock

	8.1	Grant of Restricted Stock.  Subject to the terms and 
provisions of the Plan, the Committee, at any time and from time to time, 
may grant shares of Restricted Stock under the Plan to such Participants 
and in such amounts as it shall determine.  Participants receiving 
Restricted Stock Awards shall not be required to pay the Company 
therefor (except for applicable tax withholding) other than the rendering 
of services and/or until other conditions are satisfied as determined by 
the Committee in its sole discretion, unless required by applicable law.
< PAGE>

	8.2	Restricted Stock Agreement.  Each Restricted Stock 
grant shall be evidenced by an Agreement that shall specify the Period of 
Restriction; the conditions which must be satisfied prior to removal of 
the restriction; the number of Restricted Stock shares granted; and such 
other provisions as the Committee shall determine.

	8.3	Transferability.  Except as provided in this Article VIII 
and subject to the limitation in the next sentence, the shares of 
Restricted Stock granted hereunder may not be sold, transferred, pledged, 
assigned, or otherwise alienated or hypothecated until satisfaction of 
performance criteria as specified by the Committee in its sole discretion 
and set forth in the Agreement, or upon termination of the applicable 
Period of Restriction.  No restriction shall be removed until the 
expiration of at least twelve months after the Award Date, except that 
such limitation shall not apply in the case of death or disability of the 
Participant, or as set forth in Article XI of this Plan.  All rights with 
respect to the Restricted Stock granted to a Participant under the Plan 
shall be exercisable during his lifetime only by such Participant or his 
guardian or legal representative.

	8.4	Other Restrictions.  The Committee shall impose such 
other restrictions on any shares of Restricted Stock granted pursuant to 
the Plan as it may deem advisable including, without limitation, 
restrictions under applicable Federal or state securities laws, and may 
legend the certificates representing Restricted Stock to give appropriate 
notice of such restrictions.  Alternatively, the Committee, in its sole 
discretion, may have shares of Restricted Stock issued without legend and 
held by the Secretary until such time all restrictions are satisfied.

	8.6	Certificate Legend.  In the event the Committee elects 
to legend the certificates representing Restricted Stock, and in addition 
to any legends placed on certificates pursuant to Section 8.4 herein, 
each certificate representing shares of Restricted Stock granted pursuant 
to the Plan shall bear the following legend:

The sale or other transfer of the shares of Stock represented by 
this certificate, whether voluntary, involuntary, or by operation 
of law, is subject to certain restrictions on transfer set forth in 
the 1995 Incentive Stock Plan of Central Fidelity Banks, Inc., in 
the rules and administrative procedures adopted pursuant to 
such Plan, and in an Agreement dated                                .
A copy  of  the Plan, such rules and procedures, and such 
Restricted Stock Agreement may be obtained from the Secretary 
of Central Fidelity Banks, Inc.



< PAGE>

	8.6	Removal of Restrictions.  Except as otherwise provided 
in this Article VIII, Shares of Restricted Stock covered by each 
Restricted Stock Award made under the Plan shall become freely 
transferable by the Participant after the last day of the Period of 
Restriction and/or upon the satisfaction of other conditions as 
determined by the Committee in its sole discretion.  Once the Shares are 
released from the restrictions, the Participant shall be entitled to have 
removed any legend that may have been placed on certificates pursuant to 
Sections 8.4 and 8.5 herein.

	8.7	Voting Rights.  During the Period of Restriction, 
Participants in whose name shares of Restricted Stock are granted 
hereunder may exercise full voting rights with respect to those Shares.

	8.8	Dividends and Other Distributions.  During the Period 
of Restriction, Participants in whose name shares of Restricted Stock are 
granted hereunder shall be entitled to receive all dividends and other 
distributions paid with respect to those Shares.  If any such dividends 
or distributions are paid in Shares, the Shares shall be subject to the 
same restrictions on transferability as the shares of Restricted Stock 
with respect to which they were distributed.

	8.9	Termination of Employment Due to Retirement.  
Unless otherwise provided in the Agreement, in the event that a 
Participant terminates his employment with the Company or one of its 
Subsidiaries due to retirement defined as the earlier of attaining age 
65, or age 55 plus at least 10 years of service with the Company and with 
the consent of the Company, any remaining Period of Restriction 
applicable to the Restricted Stock shares pursuant to Section 8.3 herein 
shall automatically terminate and, except as otherwise provided in 
Section 8.4 herein, the shares of Restricted Stock shall thereby be 
delivered to such Participant free of restrictions.

	8.10	Termination of Employment due to Death or 
Disability.  In the event a Participant's employment is terminated 
because of death or disability during the Period of Restriction, any 
remaining Period of Restriction applicable to the Restricted Stock 
pursuant to Section 8.3 herein shall automatically terminate and, except 
as otherwise provided in Section 8.4 herein, the shares of Restricted 
Stock shall thereby be released and free of restrictions.

	8.11	Termination of Employment for Other Reasons.  
Unless otherwise provided in the Agreement, in the event that a 
Participant terminates his employment with the Company for any reason 
other than for death, disability, or retirement, as set forth in Section 8.9 
and 8.10 herein, during the Period of Restriction, then any shares of
Restricted Stock still subject to restrictions as of the date of such 
< PAGE>

termination shall automatically be forfeited and, if held by the 
Participant, returned to the Company.

ARTICLE IX.
Performance Awards

	9.1	Grant of Performance Awards.  Subject to the terms 
and provisions of the Plan, Performance Awards in the form of either 
Performance Units or Performance Shares may be granted to Participants 
at any time and from time to time as shall be determined by the 
Committee.  Subject to Section 4.1 above, the Committee shall have 
complete discretion in determining the number of Performance Units or 
Performance Shares granted to each Participant; provided that on each 
date that any cash is paid to any Participant pursuant to Performance 
Units, the amount of cash shall be divided by the Fair Market Value of a 
share of the Common Stock, and the result shall be deducted from the 
number of shares that may be issued to such Participant under Section 
4.1 above pursuant to Awards made to such Participant in the 12-month 
period in which such Performance Units were granted.  Participants 
receiving Performance Awards shall not be required to pay the Company 
therefor (except for applicable tax withholding) unless required by 
applicable law.

	9.2	Value of Performance Awards.  The Committee shall 
determine the number of Performance Units or Performance Shares 
granted to each Participant as a Performance Award.  The Committee shall 
set performance goals in its discretion for each Participant who is 
granted a Performance Award.  The extent to which such performance goals 
are met will determine the value of the Performance Unit or Performance 
Share to the Participant.  Such performance goals may be particular to a 
Participant, may relate to the performance of the Subsidiary which 
employs him, may be based on the performance of the Company generally, 
or a combination of the foregoing.  The performance goals may be based 
on achievement of balance sheet or income statement objectives, or any 
other objectives established by the Committee.  The  performance goals 
may be absolute in their terms or measured against or in relationship to 
other companies comparably, similarly or otherwise situated.  The 
Committee shall determine the  time period during which the performance 
goals must be met ("Performance Period"), provided, however, that the 
Performance Period may not be less than twelve months from the Award 
Date.  The terms and conditions of each Performance Award shall be set 
forth in an Agreement.

	9.3	Settlement of Performance Awards.  After a 
Performance Period has ended, the holder of a Performance Unit or 
Performance Share shall be entitled to receive the value thereof based on 
the degree to which the performance goals established by the Committee 
< PAGE>

and set forth in the Agreement have been satisfied.

	9.4	Form of Payment.  Payment of the amount to which a 
Participant shall be entitled upon the settlement of Performance Award 
shall be made in cash, Stock, or a combination thereof as determined by 
the Committee.  Payment may be made in a lump sum or installments as 
prescribed by the Committee.

	9.5	Nontransferability.  Unless the Committee provides 
otherwise pursuant to Section 15.2 below, no Performance Units or 
Performance Shares granted under the Plan may be sold, transferred, 
pledged, assigned, or otherwise alienated or hypothecated, otherwise than 
by will or by the laws of descent and distribution.  Subject to Section 
XI, all rights with respect to Performance Units and Performance Shares 
granted to a Participant under the Plan shall not be exercisable until 
the expiration of twelve months after the Award Date and thereafter 
during his lifetime only by such Participant or his guardian or personal 
representative.

ARTICLE X.
Other Stock Unit Awards

	10.1	Grant.  The Committee is authorized to grant to 
Participants, either alone or in addition to other Awards made under the 
Plan, Other Stock Unit Awards to be issued at such times, subject to or 
based upon achievement of such performance or other goals and on such 
other terms and conditions as the Committee shall deem appropriate and 
specify in the Agreement relating thereto, which need not be the same 
with respect to each Participant.  Stock or other securities granted 
pursuant to Other Stock Unit Awards may be issued for no cash 
consideration or for such minimum consideration as may be required by 
applicable law.	

	10.2	Sale and Transferability.  Stock or other securities 
issued pursuant to Other Stock Unit Awards may not be sold by a 
Participant until the expiration of at least twelve months from the Award 
Date, except that such limitation shall not apply in the case of death or 
disability of a Participant, or as set forth in Article XI of this Plan. 
To the extent Other Stock Unit Awards are deemed to be derivative 
securities within the meaning of Rule 16b-3 under the Exchange Act, a 
Participant's rights with respect to such Awards shall not vest or be 
exercisable until the expiration of at least twelve months from the Award 
Date. To the extent an Other Stock Unit Award granted under the Plan is 
deemed to be a derivative security within the meaning of Rule 16b-3 of 
the Exchange Act, it may not be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated, otherwise than by will or by the 
laws of descent and distribution, unless the Committee provides otherwise 
< PAGE>

pursuant to Section 15.2 below.  All rights with respect to such Other 
Stock Unit Awards granted to a Participant under the Plan shall be 
exercisable during his lifetime only by such Participant or his guardian 
or personal representative.

ARTICLE XI.
Changes In Control

	In the event of a Change in Control of the Company, the 
Committee may, in its complete discretion, cause: (i) each Option then 
outstanding under the Plan to become fully exercisable and remain so for 
the duration of the Option as specified in the Agreement; (ii) all 
restrictions or conditions related to grants of Restricted Stock to be 
deemed immediately and fully satisfied and all certificates representing 
such Shares of Restricted Stock to be released or have any legend removed 
by the Secretary, and it thereby become freely transferable; and (iii) 
the acceleration or release of any or all restrictions or conditions 
related to an Award, in such a manner, in the case of Section 16 Persons, 
as to conform to the provisions of Rule 16b-3.

ARTICLE XII.
Amendment, Modification, and Termination of the Plan

	12.1	Amendment, Modification, and Termination.  At any 
time and from time to time, the Board may terminate, amend, or modify 
the Plan. The Board is specifically authorized to amend the Plan and take 
such other action as it deems necessary or appropriate to comply with 
Code Section 162(m) and regulations issued thereunder.  Such amendment 
or modification may be without shareholder approval except to the extent 
that such approval is required by the Code, pursuant to the rules under 
Section 16 of the Exchange Act, by any national securities exchange or 
system on which the Stock is then listed or reported, by any regulatory 
body having jurisdiction with respect thereto or under any other 
applicable laws, rules, or regulations.

	12.2	Awards Previously Granted.  No termination, 
amendment, or modification of the Plan, other than pursuant to Section 
4.4 herein, shall in any manner adversely affect any Award theretofore 
granted under the Plan, without the written consent of the Participant.

ARTICLE XIII.
Withholding

	13.1	Tax Withholding.  The Company shall have the power 
and the right to deduct or withhold, or require a Participant to remit to 
the Company, an amount sufficient to satisfy Federal, State, and local 
taxes (including the Participant's FICA obligation) required by law to be 
< PAGE>

withheld with respect to any grant, exercise, or payment under or as a 
result of this Plan.

	13.2	Stock Withholding.  To the extent the Code requires 
withholding upon the exercise of Non-qualified Stock Options, or upon the 
lapse of restrictions on Restricted Stock, or upon the occurrence of any 
other similar taxable event, the Committee may permit or require, subject 
to any rules it deems appropriate, the withholding requirement, to be 
satisfied, in whole or in part, with or without the consent of the 
Participant, by having the Company withhold Shares of Stock having a 
Fair Market Value equal to the amount required to be withheld.  The value 
of the Shares to be withheld shall be based on Fair Market Value of the 
Shares on the date that the amount of tax to be withheld is to be 
determined.

ARTICLE XIV.
Successors

	All obligations of the Company under the Plan, with respect to 
Awards granted hereunder, shall be binding on any successor to the 
Company, whether the existence of such successor is the result of a direct 
or indirect purchase, merger, consolidation, or otherwise, of all or 
substantially all of the business and/or assets of the Company.

ARTICLE XV.
General

	15.1	Requirements of Law.  The granting of Awards and the 
issuance of shares of Stock under this Plan shall be subject to all 
applicable laws, rules, and regulations, and to such approvals by any 
governmental agencies as may be required.  No shares of Stock shall be 
issued or transferred pursuant to this Plan unless and until all legal 
requirements applicable to such issuance or transfer have, in the opinion 
of counsel to the Company, been complied with.  In connection with any 
such issuance or transfer, the person acquiring the Shares shall, if 
requested by the Company, give assurances satisfactory to counsel to the 
Company in respect to such matters as the Company may deem desirable 
to assure compliance with all applicable legal requirements.

	15.2	Effect of Plan.  The establishment of the Plan shall not 
confer upon any Participant any legal or equitable right against the 
Company, a Subsidiary, or the Committee, except as expressly provided in 
the Plan.  The Plan does not constitute an inducement or consideration 
for the employment of any Participant, nor is it a contract between the 
Company or any of its Subsidiaries and any Participant.  Participation in 
the Plan shall not give any Participant any right to be retained in the 
service of the Company or any of its Subsidiaries.  No Award and no right 
< PAGE>

under the Plan, contingent or otherwise, shall be assignable or subject 
to any encumbrance, pledge or charge of any nature except that, under 
such rules and regulations as the Committee may establish pursuant to the 
terms of the Plan, a beneficiary may be designated in respect to the 
Award in the event of the death of the holder of the Award and except, 
also, that if the beneficiary shall be the executor or administrator of 
the estate of the holder of the Award, any rights in respect to such 
Award may be transferred to the person or persons or entity (including a 
trust) entitled thereto under the will of the holder of such Award or 
under the laws relating to descent and distribution.

	15.3	Creditors.  The interests of any Participant under the 
Plan or any Agreement are not subject to the claims of creditors and may 
not, in any way, be assigned, alienated, or encumbered.

	15.4	Governing Law.  The Plan, and all Agreements 
hereunder, shall be governed by, and construed and administered in 
accordance with, the laws of the Commonwealth of Virginia.  It is the 
intention of the Company that ISOs granted under the Plan qualify as such 
under Section 422 of the Code.

	15.5	Severability.  In the event any provision of the Plan or 
any Agreement shall be held illegal or invalid for any reason, the 
illegality or invalidity shall not affect the remaining parts of the Plan 
or Agreement, and the Plan shall be construed and enforced as if the 
illegal or invalid provision had not been included.

< PAGE>

Exhibits 5 and 23.1

September 28, 1995

Board of Directors
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219

Ladies and Gentlemen:

	This letter is delivered to you in connection with the actions 
taken and proposed to be taken by Central Fidelity Banks, Inc. a Virginia 
corporation (the "Company"), with respect to the offer and sale from time 
to time pursuant to the Central Fidelity Banks, Inc. 1995 Stock Incentive 
Plan, as amended (the "Plan"), of up to 1,750,000 shares of the Company's 
Common Stock, $5.00 par value, with associated rights to purchase Series 
A Junior Participating Preferred Stock (together, the "Shares").  As 
counsel to the Company, we have reviewed the registration statement on 
Form S-8 (the "Registration Statement") to be filed by the Company with 
the Securities and Exchange Commission to effect the registration of the 
Shares under the Securities Act of 1933 (the "Act").

	In this regard, we have examined the Company's Restated Articles of 
Incorporation, as amended, and its Restated By-Laws, as amended, records 
of proceedings of the Board of Directors of the Company, the Plan and 
such other records and documents as we have deemed necessary or advisable 
in connection with the opinions set forth herein.   In addition, we have 
relied as to certain matters on information obtained from public 
officials, officers of the Company and other sources believed by us to be 
reliable.  

	Based upon our examination and inquiries, we are of the opinion 
that the Shares which constitute original issuance securities will, when 
issued pursuant to the terms and conditions of the Plan, be validly 
issued, fully paid and nonassessable.  The foregoing opinion is limited 
to the laws of the Commonwealth of Virginia and we express no opinion as 
to the effect of the laws of any other jurisdiction. 

	We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement and to the reference to us as counsel to the 
Company in the Registration Statement.  In giving such consent, we do not 
thereby admit that we are persons whose consent is required under Section 
7 of the Act.
						Very truly yours,

						WILLIAMS, MULLEN, CHRISTIAN & DOBBINS

						By: /s/ William H. Schwarzschild, III
							William H. Schwarzschild, III 
		


< PAGE>

	Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Central Fidelity Banks, Inc.:

We consent to the use of our report incorporated herein by reference.

							/s/ KPMG Peat Marwick LLP

Richmond, Virginia
September 28, 1995


< PAGE>


	Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ James F. Betts			
						James F. Betts

						Date: September 13, 1995


< PAGE>


Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Alvin R. Clements		
						Alvin R. Clements

						Date: September 13, 1995



< PAGE>

Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Phyllis L. Cothran		
						Phyllis L. Cothran

						Date: September 13, 1995


< PAGE>

Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Jack H. Ferguson		
						Jack H. Ferguson

						Date: September 13, 1995


< PAGE>

Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Robert L. Freeman		
						Robert L. Freeman

						Date: September 13, 1995


< PAGE>


Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Minnie Bassett Lane		
						Minnie Bassett Lane

						Date: September 13, 1995


< PAGE>

Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ George R. Lewis			
						George R. Lewis

						Date: September 13, 1995


< PAGE>

Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ G. Bruce Miller			
						G. Bruce Miller

						Date: September 13, 1995


< PAGE>



Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Richard L. Morrill		
						Richard L. Morrill

						Date: September 13, 1995


< PAGE>


Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Lloyd U. Noland, III		
						Lloyd U. Noland, III

						Date: September 13, 1995


< PAGE>


Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ William G. Reynolds, Jr.	
						William G. Reynolds, Jr.

						Date: September 13, 1995


< PAGE>

Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ T. Justin Moore, Jr.		
						T. Justin Moore, Jr.

						Date: September 13, 1995


< PAGE>

Exhibit 24


POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


						/s/ Kenneth S. White		
						Kenneth S. White

						Date: September 13, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 91060}]
{"company-data": {"conformed-name": "CENTRAL FIDELITY BANKS INC", "cik": "0000276235", "assigned-sic": "6021", "irs-number": "541091649", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62989", "film-number": "95576687"}, "business-address": {"street1": "1021 E CARY ST", "street2": "P O BOX 27602", "city": "RICHMOND", "state": "VA", "zip": "23219", "phone": "8047824000"}, "mail-address": {"street1": "1021 EAST CARY STREET", "street2": "P O BOX 27602", "city": "RICHMOND", "state": "VA", "zip": "23219"}, "former-company": {"former-conformed-name": "COMMONWEALTH BANKS INC", "date-changed": "19790617"}}
WILLIAMS, MULLEN,
			            CHRISTIAN & DOBBINS
			ATTORNEYS & COUNSELORS AT LAW

September 28, 1995

Via EDGAR Transmission

Securities and Exchange Commission 
450 Fifth Street, N.W.
Washington, D. C. 20549-1004

	Re:	Central Fidelity Banks, Inc.
		Registration Statement on Form S-8

Ladies and Gentlemen:

	On behalf of Central Fidelity Banks, Inc. (the Company"), we 
transmit for filing, pursuant to Rule 101 of Regulation S-T, one copy of 
the Company's Form S-8 Registration Statement, with exhibits, relating to 
the registration under the Securities Act of 1933, as amended, of 
1,750,000 shares of the Company's Common Stock, which may be offered from 
time to time pursuant to the Central Fidelity Banks, Inc. 1995 Stock 
Incentive Plan.

	The Company has prior to this transmission made a wire transfer of 
$19,159.48 to the Securities and Exchange Commission's lockbox depository 
at Mellon Bank, Pittsburgh, Pennsylvania, representing the filing fee.

	Please transmit a confirmation of the receipt of this transmission, 
noting thereon the file number assigned to the Registration Statement.

	If you have any questions or need further information regarding 
this filing, please contact the undersigned at (804) 783-6432.

						Very truly yours,

						/s/ William L. Pitman
						William L. Pitman

WLP/ar
Enclosures
cc:	William N. Stoyko, Esquire
	James F. Campbell
	William H. Schwarzschild, III, Esquire

< PAGE>

As filed with the Securities and Exchange Commission on 
					September 28, 1995.
Registration No. 33-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

CENTRAL FIDELITY BANKS, INC.
(Exact name of issuer as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)

54-1091649
(I.R.S. employer identification number)

1021 East Cary Street, Richmond, Virginia 23219
(Address of principal executive offices including Zip code)

CENTRAL FIDELITY BANKS, INC.
1995 STOCK INCENTIVE PLAN
(Full title of the plan)

William N. Stoyko, Esquire, Corporate Executive Officer and Secretary
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219
(804) 697-7145
(Name, address and telephone
number of agent for service)

With a copy to:
W.H. Schwarzschild, III, Esquire
Robert E. Spicer, Jr., Esquire
Williams, Mullen, Christian &  Dobbins
1021 East Cary Street, 16th Floor
Richmond, Virginia  23219
(804) 643-1991

CALCULATION OF REGISTRATION FEE

Title and amount (1) of securities to be registered:
     Common Stock, $5.00 par value:          1,750,000
     Rights to Purchase Series A Junior
             Participating Preferred Stock:        1,750,000

Proposed maximum offering price per share(2): $31.75

Proposed maximum aggregate offering price: $55,562,000

Amount of registration fee: $19,159.48

(1)	The amount of Common Stock registered hereunder shall be 
deemed to include any additional shares  issuable as a result of any
stock split, stock dividend or other change in the capitalization 
of the Registrant  as provided pursuant to the adjustment provisions 
of the Plan.
(2)	Pursuant to Rule 457(h), the registration fee is based on 
the average of the high ($32.00) and low ($31.50) prices reported 
on the Nasdaq National Market on September 22, 1995.
(3)	The Rights to purchase Series A Junior Participating Preferred 
Stock will be attached to and will trade with shares of the Common 
Stock of the Registrant.  Value attributable to such Rights, if any,
will be reflected in the market price of the shares of Common Stock. 
No additional fee is required.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

	The following documents previously filed by the Registrant with 
the Securities and Exchange Commission (the "Commission") pursuant to 
the Securities Exchange Act of 1934 (the "Exchange Act") are 
incorporated herein by reference and made a part hereof:

	(1)	the Registrant's Annual Report on Form 10-K for the fiscal 
year ended December 31, 1994, File No. 0-8829, filed pursuant 
to Section 13(a) or 15(d) of the Exchange Act;

	(2)	the Registrant's Quarterly Reports on Form 10-Q for the 
quarters ended March 31, 1995 and June 30, 1995 (and any 
amendments thereto);

	(3)	the Registrant's Current Report on Form 8-K filed February 8,
1995, as amended by Form 8-K/A filed February 9, 1995;

	(4)	the Registrant's Current Reports on Form 8-K filed June 12, 
1995, July 18, 1995, and September 20, 1995; and

	(5)	the description of the Registrant's Common Stock and 
associated preferred share purchase rights contained in the 
Registrant's Form 8-B filed April 30, 1979; Form 8-A dated 
May 17, 1989; and Amendment No. 1 to Form 8-A dated 
November 18, 1994.

	All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all 
securities offered have been sold or which deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by reference 
herein and to be a part hereof from the date of filing of 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 
modified or supersedes such earlier 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

	Williams, Mullen, Christian & Dobbins, counsel to the Registrant, 
has rendered its opinion that the shares of Common Stock which 
constitute original issuance securities will, when issued pursuant to the 
terms and conditions of the Plan, be validly issued, fully paid and 
nonassessable. As of August 14, 1995, certain shareholders and other 
attorneys employed by the firm were the beneficial owners of 
approximately 279,343 shares of the Registrant's Common Stock.

Item 6.	Indemnification of Directors and Officers

	Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia (the 
"Code") permits a Virginia corporation to indemnify any director or 
officer for reasonable expenses incurred in any legal proceeding in 
advance of final disposition of the proceeding, if the director or 
officer furnishes the corporation a written statement of his good faith 
belief that he has met the standard of conduct prescribed by the Code, 
and a determination is made by the board of directors that such standard 
has been met.  In a proceeding by or in the right of the corporation, no 
indemnification shall be made in respect of any matter as to which an 
< PAGE>

officer or director is adjudged to be liable to the corporation, unless 
the court in which the proceeding took place determines that, despite 
such liability, such person is reasonably entitled to indemnification in 
view of all of the relevant circumstances.  In any other proceeding, no 
indemnification shall be made if the director or officer is adjudged 
liable to the corporation on the basis that personal benefit was 
improperly received by him.  Corporations are given the power to make any 
other or further indemnity, including advance of expenses, to any 
director or officer that may be authorized by 
the articles of incorporation or any bylaw made by the shareholders, or 
any resolution adopted, before or after the event, by the shareholders, 
except an indemnity against willful misconduct or a knowing violation of 
the criminal law.  Unless limited by its articles of incorporation, 
indemnification of a director or officer is mandatory when he entirely 
prevails in the defense of any proceeding to which he is a party because 
he is or was a director or officer.

	The Restated Articles of Incorporation of the Registrant contain 
provisions indemnifying the directors and officers of the Registrant 
against expenses and liabilities incurred in legal proceedings and 
authorizing the Board of Directors to advance and reimburse expenses as 
permitted by law.  The Restated Articles of Incorporation of the 
Registrant also eliminate the liability of directors and officers to the 
Registrant or its shareholders for monetary damages in excess of one 
dollar as permitted by the Code.

Item 7.	Exemption from Registration Claimed

	Not applicable.

Item 8.	Exhibits

	The following exhibits are filed on behalf of the Registrant as 
part of this Registration Statement: 

4.1	Restated Articles of Incorporation of Central Fidelity Banks, Inc., 
adopted March 14, 1990, incorporated herein by reference to Exhibit 
3.1 to Form 8, dated May 22, 1992, File No. 0-8829.

4.2	Articles of Amendment (to Restated Articles of Incorporation) of 
Central Fidelity Banks, Inc., dated May 18, 1993, incorporated 
herein by reference to Exhibit 4.4 to Form S-3 Registration 
Statement, dated August 31, 1994, File No. 33-55311.

< PAGE>

4.3	Restated By-Laws of Central Fidelity Banks, Inc., effective March 
14, 1990, as amended on September 13, 1995, incorporated by reference 
to Exhibit 3(ii) to Form 8-K, dated September 20, 1995, File No. 0-
8829.

4.4	Form of Common Stock Certificate, incorporated herein by reference 
to Exhibit 4.5 to Form S-3 Registration Statement, filed May 27, 
1992, File No. 33-48012.

4.5	Amended and Restated Rights Agreement, dated as of November 9, 
1994, between Central Fidelity Banks, Inc. and Central Fidelity 
National Bank, as Rights Agent, incorporated by reference to Exhibit 
1 to Form 8 Amendment No. 1 to Registration Statement on Form 8-
A, File No. 0-8829.

4.6	Central Fidelity Banks, Inc. 1995 Stock Incentive Plan.

5	Opinion of Williams, Mullen, Christian & Dobbins.

23.1	Consent of Williams, Mullen, Christian & Dobbins (included in 
Exhibit 5).

23.2	Consent of KPMG Peat Marwick LLP.

24 	Powers of Attorney.

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 1933 (the 
"Securities Act");

			(ii)	To reflect in the prospectus any facts or events 
arising after the effective date of the Registration 
Statement (or 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.  Notwithstanding the foregoing, any 
increase or decrease in volume of securities 
< PAGE>

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 
maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the 
effective Registration Statement; and 

			(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 paragraph (1)(i) and 
(1)(ii) shall not apply if the registration statement is on Form S-3, 
Form S-8 or Form F-3, and 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 
Exchange Act that are incorporated by reference in the 
Registration Statement.

		(2)	That, for the purpose of determining any liability 
under the Securities Act, 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, 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 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.

< PAGE>

	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 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 
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 Securities Act and will be governed by 
the final adjudication of such issue.

< PAGE>

SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, Central 
Fidelity Banks, Inc., 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 
Richmond, Commonwealth of Virginia, on this 28th day of September, 1995.

							CENTRAL FIDELITY BANKS, INC.

							By: /s/ Lewis N. Miller, Jr.	
						      Lewis N. Miller, Jr., Chairman
							and Chief Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement or amendment thereto has been signed below by the 
following persons in the capacities and on the dates indicated.

Signature				Title					Date

/s/ Lewis N. Miller, Jr.                 Chairman of the	
Lewis N. Miller, Jr.                Board, Chief Executive 	September 28, 1995
					Officer and 
					Director

/s/ Charles W. Tysinger			
Charles W. Tysinger 		      Corporate			September 28, 1995
				Executive Officer 
				and Treasurer 
				(Principal 
				Financial Officer

/s/ James F. Campbell	
James F. Campbell 		Senior Vice 			September 28, 1995
				President and 
				Controller 
				(Principal 
				Accounting 
				Officer)

< PAGE>

James F.  Betts * 			Director 			September 28, 1995

Alvin R. Clements * 			Director 			September 28, 1995

Phyllis L. Cothran *	 		Director 			September 28, 1995

Jack H. Ferguson * 			Director 			September 28, 1995

Robert L. Freeman * 			Director 			September 28, 1995

Minnie Bassett Lane *		Director 			September 28, 1995

George R. Lewis * 			Director 			September 28, 1995

G. Bruce Miller * 			Director 			September 28, 1995

T. Justin Moore, Jr.*			Director 			September 28, 1995

Richard L. Morrill *			Director 			September 28, 1995

Lloyd U. Noland, III *			Director 			September 28, 1995

William G. Reynolds, Jr. *		Director 			September 28, 1995

Kenneth S. White *			Director 			September 28, 1995

	* William N. Stoyko, by signing his name hereto, signs this document 
on behalf of each of the persons indicated by an asterisk above pursuant 
to powers of attorney duly executed by such persons and filed as an 
exhibit to this Registration Statement.

								/s/ William N. Stoyko	
								William N. Stoyko
								Attorney-in-Fact

< PAGE>

					EXHIBIT INDEX
					      TO
				FORM S-8 REGISTRATION STATEMENT
					     FOR
				CENTRAL FIDELITY BANKS, INC.
				  1995 STOCK INCENTIVE PLAN

Exhibit
Number			Description of Exhibit

4.1	Restated Articles of Incorporation of Central 
Fidelity Banks, Inc., adopted March 14, 1990, 
incorporated herein by reference to Exhibit 3.1 to 
Form 8, dated May 22, 1992, File No. 0-8829.

4.2	Articles of Amendment (to Restated Articles of Incorporation) of 
Central Fidelity Banks, Inc., dated May 18, 1993, incorporated 
herein by reference to Exhibit 4.4 to Form S-3 Registration 
Statement, dated August 31, 1994, File No. 33-55311.

4.3	Restated By-Laws of Central Fidelity Banks, Inc., effective 
March 14, 1990, as amended on September 13, 1995, 
incorporated by reference to Exhibit 3(ii) to Form 8-K, dated 
September 20, 1995, File No. 0-8829.

4.4	Form of Common Stock Certificate, incorporated herein by 
reference to Exhibit 4.5 to Form S-3 Registration Statement, 
filed May 27, 1992, File No. 33-48012.

4.5	Amended and Restated Rights Agreement, dated as of November 
9, 1994, between Central Fidelity Banks, Inc. and Central 
Fidelity National Bank, as Rights Agent, incorporated by 
reference to Exhibit 1 to Form 8 Amendment No. 1 to 
Registration Statement on Form 8-A, File No. 0-8829.

4.6	Central Fidelity Banks, Inc. 1995 Stock Incentive Plan.

5	Opinion of Williams, Mullen, Christian & Dobbins.

23.1	Consent of Williams, Mullen, Christian & Dobbins (included in 
Exhibit 5).

23.2	Consent of KPMG Peat Marwick LLP.

24 	Powers of Attorney.

< PAGE>

Exhibit 4.6

1995 Stock Incentive Plan

	
ARTICLE I.
Establishment, Purpose, and Duration

	1.1	Establishment of the Plan.  Central Fidelity Banks, Inc. 
(hereinafter referred to as the "Company"), a Commonwealth of Virginia 
corporation, hereby establishes an incentive compensation plan to be 
known as the "1995 Stock Incentive Plan" (hereinafter referred to as the 
"Plan"), as set forth in this document.  Unless otherwise defined herein,
all capitalized terms shall have the meanings set forth in Section 2.1 
herein.  
The Plan permits the grant of Nonqualified Stock Options, Incentive Stock 
Options, Stock Appreciation Rights, Restricted Stock, Performance 
Awards in the form of Performance Units and Performance Shares, and 
Other Stock Unit Awards.

	The Plan was adopted by the Board of Directors on January 11, 
1995, and shall become effective as of May 10, 1995 (the "Effective 
Date"), subject to the approval by vote of shareholders of the Company in 
accordance with applicable laws.  Awards may be granted prior to 
shareholder approval of the Plan, but each such Award shall be subject to 
the approval of the Plan by the shareholders.

	1.2	Purpose of the Plan.  The Plan is intended to foster the 
success of the Company and its subsidiaries by providing incentives to 
Eligible Employees to promote the long-term financial success of the 
Company.  The Plan is designed to provide flexibility to the Company in 
its ability to motivate, attract, and retain the services of Eligible 
Employees upon whose judgment, interest, and special effort the 
successful conduct of the Company's operation is largely dependent.

	1.3	Duration of the Plan.  The Plan shall commence on the 
Effective Date, as described in Section 1.1 herein, and shall remain in 
effect, subject to the right of the Board of Directors to terminate the 
Plan at any time pursuant to Article XII herein, until May 9, 2005, at 
which time it shall terminate except with respect to Awards made prior 
to, and outstanding on, that date, which shall remain valid in accordance 
with their terms.

< PAGE>

ARTICLE II.
Definitions

	2.1	Definitions.  Except as otherwise defined in the Plan, 
the following terms shall have the meanings set forth below:

	(a)	"Affiliate" shall have the meaning ascribed to 
such term in Rule 12b-2 under the Securities Exchange Act of 
1934, as amended (the "Exchange Act").
	(b)	"Agreement" means a written agreement 
implementing the grant of each Award signed by an authorized 
officer of the Company and by the Participant.

	(c)	"Award" means individually or collectively, a 
grant under this Plan of Nonqualified Stock Options, Incentive 
Stock Options, Stock Appreciation Rights, Restricted Stock, 
Performance Units, Performance Shares, or Other Stock Unit 
Awards.

	(d)	"Award Date" or "Grant Date" means the date on 
which an Award is made by the Committee under this Plan.

	(e)	"Beneficial Owner" shall have the  meaning  
ascribed  to  such  term  in  Rule  13d-3  under  the Exchange 
Act.

	(f)	"Board" or "Board of Directors" means the Board 
of Directors of the Company.

	(g)	"Change In Control" shall be deemed to have 
occurred if the conditions set forth in any one of the following 
paragraphs shall have been satisfied:

	(i)	Any person, corporation or other entity or 
group, including any "group" as defined in Section 
13(d)(3) of the Securities Exchange Act of 1934, other 
than (A) those persons in control of the Company on the 
Effective Date, (B) any person or group acquiring 
securities of the Company directly from the Company, or 
(C) a trustee or other fiduciary holding securities of the 
Company under an employee benefit plan sponsored or 
maintained by the Company or its Subsidiaries, becomes 
the beneficial owner of shares of the Company having 
10% or more of the total number of votes that may be 
cast for the election of directors of the Company; or

< PAGE>

	(ii)	As the result of, or in connection with, any 
tender or exchange offer, merger or other business 
combination, sale of assets or contested election, or any 
combination of the foregoing (a "Transaction"), the 
persons who were directors of the Company before the 
Transaction shall, following the Transaction, cease to 
constitute a majority of the Board of Directors of the 
Company or any successor to the Company or its assets; 
or

	(iii)	if at any time, (w) the Company shall 
consolidate with, or merge with, any other Person and 
the Company shall not be the continuing or surviving 
corporation, (x) any Person shall consolidate with, or 
merge with, the Company, and the Company shall be the 
continuing or surviving corporation and in connection 
therewith, all or part of the outstanding Stock shall be 
changed into or exchanged for stock or other securities 
of any other Person or cash or any other property, (y) the 
Company shall be a party to a statutory share exchange 
with any other Person after which the Company is a 
Subsidiary of any other Person, or (z) the Company shall 
sell or otherwise transfer 50% or more of the assets or 
earning power of the Company and its Subsidiaries 
(taken as a whole) to any Person or Persons.

	(h)	"Code" means the Internal Revenue Code of 1986, 
as amended from time to time.

	(i)	"Committee" means the Compensation 
Committee of the Board or such other committee as the Board 
may from time to time appoint to administer the Plan.

	(j)	"Company" means Central Fidelity Banks, Inc. 
including all Affiliates and Subsidiaries, or any successor 
thereto as provided in Article XIV herein.

	(k)	"Eligible Employee" means any officer or other 
employee of the Company or its Subsidiaries (including any 
entity that becomes a Subsidiary after the adoption of this 
Plan).  Eligible Employee does not include directors of the 
Company who are not also employees of the Company or its 
Subsidiaries.

	(l)	"Exchange Act" means the Securities Exchange 
Act of 1934, as amended.

< PAGE>

	(m)	"Fair Market Value" on a particular date means 
as follows:

	(i)	If the Stock is approved for trading on 
NASDAQ, the mean between the high and low sales prices 
of a share of Common Stock as reported for such date in 
the Wall Street Journal with regard to NASDAQ issues; or

	(ii)	If the Stock is not approved for trading on 
NASDAQ but is listed or admitted to trading on a 
national securities exchange, the mean between the high 
and low sales prices of a share of Stock in consolidated 
trading as reported for such date in the Wall Street 
Journal with regard to securities listed or admitted to 
trading on such national securities exchange; or

	(iii)	If in (i) or (ii) above, as applicable, there were 
no sales on such date reported as provided above, the 
respective prices on the most recent prior day on which 
sales were so reported.

In the case of an Incentive Stock Option, if the foregoing 
method of determining fair market value should be inconsistent 
with section 422 of the Code, "Fair Market Value" shall be 
determined by the Committee in a manner consistent with such 
section of the Code and shall mean the value as so determined.

	(n)	"Incentive Stock Option" or "ISO" means an 
option to purchase Stock, granted under Article VI herein, 
which is designated as an incentive stock option and is intended 
to meet the requirements of Section 422 of the Code.
	(o)	"Nonqualified Stock Option" or "NQSO" means 
an option to purchase Stock, granted under Article VI herein, 
which is not intended to be an Incentive Stock Option.

	(p)	"Option" means an Incentive Stock Option or a 
Nonqualified Stock Option.

	(q)	"Other Stock Unit Award" means awards of 
Stock or other awards that are valued in whole or in part by 
reference to, or are otherwise based on, Shares or other 
securities of the Company and granted pursuant to Article X 
hereof.

	(r)	"Participant" means an Eligible Employee who 
has been granted an Award under the Plan.

< PAGE>

	(s)	"Performance Award" means a performance-
based Award, which may be in the form of either Performance 
Shares or Performance Units.

	(t)	"Performance Share" means an Award, 
designated as a performance share, granted to a Participant 
pursuant to Article IX herein, the value of which is determined 
by the Fair Market Value of Company Stock in a manner deemed 
appropriate by the Committee and described in the Agreement.

	(u)	"Performance Unit" means an Award, designated 
as a performance unit, granted to a Participant pursuant to 
Article IX herein, the value of which is determined, in whole or 
in part, by the attainment of preestablished goals relating to 
Company financial or operating performance as deemed 
appropriate by the Committee and described in the Agreement 
but which is not determined by reference to the Fair Market 
Value of Common Stock.

	(v)	"Period of Restriction" means the period during 
which the transfer of Shares of Restricted Stock is restricted, 
pursuant to Article VIII herein.

	(w)	"Person" shall have the meaning ascribed to such 
term in Section 3(a)(9) of the Exchange Act and used in Sections 
13(d) and 14(d) thereof, including a "group" as defined in Section 
13(d).

	(x)	"Plan" means the Central Fidelity Banks, Inc. 
1995 Stock Incentive Plan as herein described and as hereafter 
from time to time amended.

	(y)	"Related Option" means an Incentive Stock 
Option or a Non-qualified Stock Option granted in conjunction 
with the grant of a Stock Appreciation Right.

	(z)	"Restricted Stock" means an Award of Stock 
granted to a Participant pursuant to Article VIII herein.
	(aa)	"Secretary" means the officer designated as the 
Secretary of the Company.

	(bb)	"Stock" or "Shares" means the common stock of 
the Company.

	(cc)	"Stock Appreciation Right" or "SAR" means an 
Award, designated as Stock Appreciation Right, granted to a 
participant pursuant to Article VII herein.
< PAGE>

	(dd)	"Subsidiary" shall mean, with respect to any 
corporation, a subsidiary of that corporation within the meaning 
of Code section 424(f).

ARTICLE III.
Administration

	3.1	General.  The Plan shall be administered by a committee 
of the Board consisting of two or more directors appointed from time to 
time by the Board.  No person shall be appointed to or shall serve as a 
member of such committee unless at the time of such appointment and 
service he shall be a "disinterested person," as defined in SEC 
Rule 16b-3 and an "outside director," within the meaning of Section 
162(m)(4)(C)(i) of the Internal Revenue Code of 1986 as amended by the 
Omnibus Budget Reconciliation Act of 1993.  Notwithstanding the 
foregoing, the Board may, in its discretion, delegate to another 
committee of the Board any or all of the authority and responsibility of 
the Committee with respect to awards to employees who are not subject to 
Section 16 of the Exchange Act at the time any such delegated authority 
or responsibility is exercised.  Such other committee may consist of two 
or more directors who may, but need not, be officers or employees of the 
Company or of any of its Subsidiaries.  To the extent that the Board has 
delegated to such other committee the authority and responsibility of the 
Committee pursuant to the foregoing, all references to the Committee in 
the Plan shall be to such other committee.

	3.2	Committee Powers.  The Committee shall have all 
powers necessary or desirable to administer the Plan.  The express grant 
in this Plan of any specific power to the Committee shall not be 
construed as limiting any power or authority of the Committee.  In 
addition to any other powers and, subject to the provisions of the Plan,
 the Committee shall have the following specific powers: (i) to determine 
the terms and conditions upon which the Awards may be made and exercised; 
(ii) to determine all terms and provisions of each Agreement, which need 
not be identical; (iii) to construe and interpret the Agreements and the 
Plan; (iv) to establish, amend, or waive rules or regulations for the 
Plan's administration; (v) to accelerate the exercisability of any Award, 
the end of a Performance Period or termination of any Period of 
Restriction; and (vi) to make all other determinations and take all other 
actions necessary or advisable for the administration of the Plan.

	3.3	Selection of Participants.  The Committee shall have 
the authority to grant Awards under the Plan, from time to time, to such 
Eligible Employees as may be selected by it.  Each Award shall be 
evidenced by an Agreement.

< PAGE>
	3.4	Decisions Binding.  All determinations and decisions 
made by the Committee pursuant to the provisions of the Plan shall be 
final, conclusive, and binding.

	3.5	Rule 16b-3 Requirements; Code Section 162(m).  
Notwithstanding any other provision of the Plan, the Committee may 
impose such conditions on any Award, and the Board may amend the Plan 
in any such respects, as they may determine, on the advice of counsel, 
are necessary or desirable to satisfy the provisions of Rule 16b-3, as
amended (or any successor or similar rule), under the Exchange Act.  Any 
provision of the Plan to the contrary notwithstanding, and except to the 
extent that the Committee determines otherwise:  (a) transactions by and 
with respect to officers and directors of the Company who are subject to 
Section 16(b) of the Exchange Act (hereafter, "Section 16 Persons") shall 
comply with any applicable conditions of SEC Rule 16b-3; (b) transactions 
with respect to persons whose remuneration is subject to the provisions 
of Section 162(m) of the Code shall conform to the requirements of 
Section 162(m)(4)(C) of the Code; and (c) every provision of the Plan 
shall be administered, interpreted and construed to carry out the 
foregoing provisions of this sentence.  Notwithstanding any provision of 
the Plan to the contrary, the Plan is intended to give the Committee the 
authority to grant Awards that qualify as performance-based compensation 
under Code Section 162(m)(4)(C) as well as Awards that do not so qualify. 
Every provision of the Plan shall be administered, interpreted and 
construed to carry out such intention and any provision that cannot be so 
administered, interpreted and construed shall to that extent be 
disregarded; and any provision of the Plan that would prevent an Award 
that the Committee intends to qualify as performance-based 
compensation under Code Section 162(m)(4)(C) from so qualifying shall be 
administered, interpreted and construed to carry out such intention and 
any provision that cannot be so administered, interpreted and construed 
shall to that extent be disregarded.

ARTICLE IV.
Stock Subject to the Plan

	4.1	Number of Shares.  Subject to adjustment as provided in 
Section 4.4 herein, the maximum aggregate number of Shares that may be 
issued pursuant to Awards made under the Plan shall not exceed 
1,750,000.  No more than one-third of the aggregate number of such 
Shares shall be issued in connection with Restricted Stock Awards, 
Performance Awards, or Other Stock Unit Awards.  Further, subject to 
Section 4.4, the maximum Award that may be made under the Plan to any 
Participant in a consecutive twelve month period shall not exceed 50,000 
shares.  Except as provided in Sections 4.2 and 4.3 herein, the issuance 
of Shares in connection with the exercise of, or as other payment for, 
Awards under the Plan shall reduce the number of Shares available for 
future Awards under the Plan.
< PAGE>

	4.2	Lapsed Awards or Forfeited Shares.  If any Award 
granted under this Plan terminates, expires, or lapses for any reason 
other than by virtue of exercise of the Award, or if Shares issued 
pursuant to Awards are forfeited, any Stock subject to such Award again 
shall be available for the grant of an Award under the Plan; provided 
that any such Stock shall be available for the grant of an Award to a 
Section 16 Person only if the forfeiting employee received no benefits of 
ownership such as dividends (but excluding voting rights) from the Stock 
and SEC Rule 16b-3 would in the opinion of the Committee otherwise be 
satisfied.

	4.3	Delivery of Shares as Payment.  In the event a 
Participant pays the Option Price for Shares pursuant to the exercise of 
an Option with previously acquired Shares, the number of Shares available 
for future Awards under the Plan shall be reduced only by the net number 
of new Shares issued upon the exercise of the Option; provided that the 
number of Shares available for future Awards to Section 16 Persons under 
the Plan shall be reduced only by the net number of new Share issued 
upon the exercise of the Option only if Rule 16b-3 would in the opinion 
of the Committee be satisfied.

	4.4	Capital Adjustments.  If the outstanding Shares of the 
Company are increased, decreased or exchanged, through merger, 
consolidation, sale of all or substantially all of the property of the 
Company, reorganization, recapitalization, reclassification, stock 
dividend, stock split or other distribution in respect of such Shares, 
for a different number or kind of Shares, or if additional Shares or new 
or different Shares are distributed in respect of such Shares, an 
appropriate and proportionate adjustment shall be made by the Committee, 
whose determination shall be binding on all persons.  The number and 
class of Shares subject to each outstanding Award, the Option Price and 
the aggregate number and class of Shares for which Awards thereafter may 
be made shall be subject to such adjustment.  If the adjustment would 
produce fractional Shares with respect to any then outstanding Awards, 
the Committee may adjust appropriately the number of Shares covered by 
the outstanding Awards so as to eliminate the fractional shares.  Any 
adjustments to be made with respect to Incentive Stock Options shall 
comply with sections 422 and 424 of the Code.

ARTICLE V.
Eligibility

	All Eligible Employees of the Company and its Subsidiaries may 
participate in the Plan.  Directors of the Company who are not employees 
of the Company or its Subsidiaries are not eligible to participate.

< PAGE>

ARTICLE VI.
Stock Options

	6.1	Grant of Options to Eligible Employees.  Subject to the 
terms and provisions of the Plan, Options may be granted to Eligible 
Employees at any time and from time to time as shall be determined by 
the Committee.  Subject to Section 4.1 above, the Committee shall have 
complete discretion in determining the number of Shares subject to 
Options granted to each Eligible Employee, provided, however, that the 
aggregate Fair Market Value (determined at the time the Award is made) of 
Shares with respect to which an Eligible Employee may first exercise ISOs 
granted under the Plan during any calendar year may not exceed $100,000 
or such amount as shall be specified in Section 422 of the Code and rules 
and regulations thereunder.

	6.2	Option Agreement.  Each Option grant shall be 
evidenced by an Agreement that shall specify the type of Option granted, 
the Option Price (as hereinafter defined), the duration of the Option, 
the number of Shares to which the Option pertains, any conditions imposed 
upon the exercisability of Options in the event of retirement, death, 
disability, or other termination of employment, and such other provisions 
as the Committee shall determine.  The Agreement shall specify whether 
the Option is intended to be an Incentive Stock Option within the 
meaning of Section 422 of the Code, or a Nonqualified Stock Option not 
intended to be within the provisions of Section 422 of the Code.

	6.3	Option Price.  The exercise price per share of Stock 
covered by an Option ("Option Price") shall be determined by the 
Committee subject to the following limitations.  In the case of an ISO, 
the Option Price shall not be less than 100% of the Fair Market Value of 
such Stock on the Grant Date or in the case of any optionee who, at the 
time such Incentive Stock Option is granted, owns stock possessing more 
than 10% of the total combined voting power of all classes of stock of 
his employer corporation or of its parent or subsidiary corporation, not 
less than 110% of the Fair Market Value of such Stock on the date the 
Incentive Stock Option is granted.  In the case of a NQSO, the Option 
Price shall not be less than 100% of the Fair Market Value of the Stock 
on the Grant Date.  In no event shall the Option Price of any option be 
less than the par value of the Stock.

	6.4	Duration of Options.  Each Option shall expire on the 
earliest of (a) ten years from the date it is granted, (b) such date as the 
Company's Board of Directors shall determine, (c) after the third month 
following the optionee's ceasing to be employed continuously by the 
Company or its Subsidiaries for any reason except (i) optionee's 
retirement at or after the then normal retirement age or earlier if 
approved by the Committee or (ii) optionee's disability, or (d) twelve 
< PAGE>

months after the optionee dies; provided, however, that no ISO shall be 
exercisable later than the tenth (10th) anniversary date of its Award 
Date and no Incentive Stock Option which is granted to any optionee who, 
at the time such Option is granted, owns Stock possessing more than 10% 
of the total combined voting power of all classes of stock of his 
employer corporation or of its parent or subsidiary corporation, shall be 
exercisable after the expiration of five years from the date such Option 
is granted.

	6.5	Exercisability.  Options granted under the Plan shall be 
exercisable at such times and be subject to such restrictions and 
conditions as the Committee shall determine, which need not be the same 
for all Participants.  No Option, however, shall be exercisable until the 
expiration of at least six months after the Award Date, except that such 
limitation shall not apply in the case of death or disability of the 
Participant, or as set forth in Article XI of this Plan.

	6.6	Method of Exercise.  Options may be exercised by the 
delivery of a written notice to the Company in the form prescribed by the 
Committee setting forth the number of Shares with respect to which the 
Option is to be exercised.  The Option Price shall be payable to the 
Company in full by the Participant who, if so provided in the Option 
Agreement, may: (i) deliver cash in satisfaction of all or any part of 
the Option Price; (ii) deliver, or cause to be withheld from the Option, 
Shares of Stock, valued at Fair Market Value on the date of exercise, in 
satisfaction of all or any part of the Option Price; or (iii) deliver a 
properly executed exercise notice together with irrevocable instructions 
to a broker to sell immediately some or all of the Shares acquired by 
exercise of the Option and to promptly deliver to the Company an amount 
of the sale proceeds (and in lieu of or pending a sale, loan proceeds) 
sufficient to pay the Option Price.  For purposes of payment described in 
(iii) above, the exercise shall be deemed to have occurred on the date 
the Company receives the exercise notice, accompanied by the broker 
instructions.

	6.7	Nontransferability of Options.

	(a)	Except as specifically provided in an Agreement pursuant 
to subsection (b) of this Section or Section 15.2 below, no Options 
granted under the Plan may be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated, otherwise than by will or by the 
laws of descent and distribution.  During the lifetime of a Participant 
to whom an Incentive Stock Option is granted, the Incentive Stock Option 
may be exercised only by the Participant.

< PAGE>

	(b)	In addition to nontransferable Options, the Committee 
may grant Nonqualified Stock Options (with or without tandem SARs) that 
are transferable during the lifetime of the Participant, provided that 
(i) no consideration is paid for the transfer and (ii) no Options granted 
to persons subject to Section 16 of the Exchange Act may be transferable 
unless and except to the extent such transferability would not result in 
the loss of any Rule 16b-3 exemptions for nontransferable Options granted 
or to be granted under the Plan.  The transferee of an Option shall be 
subject to all restrictions applicable to the Option prior to its 
transfer. The Agreement granting the Option shall set forth the transfer 
conditions and restrictions.  The Committee may impose on any 
transferable Option and on Stock issued upon the exercise of an Option 
such limitations and conditions as the Committee deems appropriate.

	6.8	Contribution Limitations.  No Participant shall make 
any elective contribution or employee contribution to the Plan (within 
the meaning of Treasury Regulation section 1.401(k)-l (d)(2)(iv)(B)(4)) 
during the balance of the calendar year after the Participant's receipt 
of a hardship distribution from a plan of the Company or a related party 
within the provisions of Code sections 414(b), (c), (m) or (o) containing 
a cash or deferred arrangement under section 401(k) of the Code, or 
during the following calendar year.  The preceding sentence shall not 
apply if and to the extent that the Committee determines it is not 
necessary to qualify any such plan as a cash or deferred arrangement 
under section 401(k) of the Code.

	6.9	No optionee shall have any rights as a shareholder with 
respect to Shares subject to an Option until the date of exercise of such 
Option.

ARTICLE VII.
Stock Appreciation Rights

	7.1	Grant of Stock Appreciation Rights.  Subject to the 
terms and conditions of the Plan, Stock Appreciation Rights may be 
granted to Participants, at the discretion of the Committee, in any of 
the following forms:

(a)	In connection with the grant, and exercisable in lieu of Options 
("Tandem SARs");

(b)	In connection with and exercisable in addition to the grant of 
Options ("Additive SARs");

(c)	Independent of the grant of Options ("Freestanding SARs"); or

(d)	In any combination of the foregoing.
< PAGE>

	7.2	Exercise of Tandem SARs.  Tandem SARs may be 
exercised with respect to all or part of the Shares subject to the 
Related Option.  The exercise of Tandem SARs shall cause a reduction in
the number of Shares subject to the Related Option equal to the number of 
Shares with respect to which the Tandem SAR is exercised.  Conversely, 
the exercise, in whole or part, of a Related Option, shall cause a 
reduction in the number of Shares subject to the Tandem Option equal to 
the number of Shares with respect to which the Related Option is 
exercised. Shares with respect to which the Tandem SAR shall have been 
exercised may not be subject again to an Award under the Plan.

	Notwithstanding any other provision of the Plan to the contrary, 
a Tandem SAR shall expire no later than the expiration of the Related 
Option, shall be transferable only when and under the same conditions as 
the Related Option and shall be exercisable only when the Related Option 
is eligible to be exercised.  In addition, if the Related Option is an 
ISO, a Tandem SAR shall be exercised for no more than 100% of the 
difference between the Fair Market Value of Shares subject to the Related 
Option at the time the Tandem SAR is exercised and the Option Price of 
the Related Option.

	7.3	Exercise of Additive SARs.  Additive SARs shall be 
deemed to be exercised upon, and in addition to, the exercise of the 
Related Option.  The deemed exercise of Additive SARs shall not reduce 
the number of Shares with respect to which the Related Option remains 
unexercised.

	7.4	Exercise of Freestanding SARs.  Freestanding SARs 
may be exercised upon whatever terms and conditions the Committee, in 
its sole discretion, imposes upon such SARs.

	7.5	Other Conditions Applicable to SARs.  No SAR granted 
under the Plan shall be exercisable until the expiration of at least six 
months after the Grant Date, except that such limitation shall not apply 
in the case of the death or disability of the Participant, or as set 
forth in Article XI of this Plan.  In no event shall the term of any SAR 
granted under the Plan exceed ten years from the Grant Date.  A SAR may 
be exercised only when the Fair Market Value of a Share exceeds either 
(a) the Fair Market Value per Share on the Grant Date in the case of a 
Freestanding SAR or (b) the Option Price of the Related Option in the 
case of either a Tandem or Additive SAR.  A SAR shall be exercised by 
delivery to the Committee of a notice of exercise in the form prescribed 
by the Committee.

< PAGE>

	7.6	Payment Upon Exercise of SARs.  Subject to the 
provisions of the Agreement, upon the exercise of a SAR, the Participant 
is entitled to receive, without any payment to the Company (other than 
required tax withholding amounts), an amount equal to the product of 
multiplying (i) the number of shares with respect to which the SAR is 
exercised by (ii) an amount equal to the excess of (A) the Fair Market 
Value per Share on the date of exercise of the SAR over (B) either (x) 
the Fair Market Value per Share on the Award Date in the case of a 
Freestanding SAR or (y) the Option Price of the Related Option in the 
case of either a Tandem or Additive SAR.  Payment to the Participant 
shall be made in Shares, valued at the Fair Market Value on the date of 
exercise, in cash if the Participant has so elected in his written notice 
of exercise, or a combination thereof.  To the extent required to satisfy 
the conditions of Rule 16b-3(e) under the Exchange Act, or any successor 
or similar rule, or as otherwise provided in the Agreement, the Committee 
shall have the sole discretion to consent to or disapprove the election 
of any Participant to receive cash in full or partial settlement of an 
SAR.  In cases where an election of settlement in cash must be consented 
to by the Committee, the Committee may consent to, or disapprove, such 
election at any time after such election, or within such period for 
taking action as is specified in the election, and failure to give 
consent shall be disapproval.  Consent may be given in whole or as to a 
portion of the SAR surrendered by the Participant.  If the election to 
receive cash is disapproved in whole or in part, the SAR shall be deemed 
to have been exercised for Shares, or, if so specified in the notice of 
exercise and election, not to have been exercised to the extent the 
election to receive cash is disapproved.

	7.7	Nontransferability of SARs.  Unless the Committee 
provides otherwise pursuant to Section 6.7(b) above or 15.2 below, no SAR 
granted under the Plan may be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated, otherwise than by will or by the 
laws of descent and distribution.  Further, all SARs granted to a 
Participant under the Plan shall be exercisable during his lifetime only 
by such Participant or his guardian or legal representative.

ARTICLE VIII.
Restricted Stock

	8.1	Grant of Restricted Stock.  Subject to the terms and 
provisions of the Plan, the Committee, at any time and from time to time, 
may grant shares of Restricted Stock under the Plan to such Participants 
and in such amounts as it shall determine.  Participants receiving 
Restricted Stock Awards shall not be required to pay the Company 
therefor (except for applicable tax withholding) other than the rendering 
of services and/or until other conditions are satisfied as determined by 
the Committee in its sole discretion, unless required by applicable law.
< PAGE>

	8.2	Restricted Stock Agreement.  Each Restricted Stock 
grant shall be evidenced by an Agreement that shall specify the Period of 
Restriction; the conditions which must be satisfied prior to removal of 
the restriction; the number of Restricted Stock shares granted; and such 
other provisions as the Committee shall determine.

	8.3	Transferability.  Except as provided in this Article VIII 
and subject to the limitation in the next sentence, the shares of 
Restricted Stock granted hereunder may not be sold, transferred, pledged, 
assigned, or otherwise alienated or hypothecated until satisfaction of 
performance criteria as specified by the Committee in its sole discretion 
and set forth in the Agreement, or upon termination of the applicable 
Period of Restriction.  No restriction shall be removed until the 
expiration of at least twelve months after the Award Date, except that 
such limitation shall not apply in the case of death or disability of the 
Participant, or as set forth in Article XI of this Plan.  All rights with 
respect to the Restricted Stock granted to a Participant under the Plan 
shall be exercisable during his lifetime only by such Participant or his 
guardian or legal representative.

	8.4	Other Restrictions.  The Committee shall impose such 
other restrictions on any shares of Restricted Stock granted pursuant to 
the Plan as it may deem advisable including, without limitation, 
restrictions under applicable Federal or state securities laws, and may 
legend the certificates representing Restricted Stock to give appropriate 
notice of such restrictions.  Alternatively, the Committee, in its sole 
discretion, may have shares of Restricted Stock issued without legend and 
held by the Secretary until such time all restrictions are satisfied.

	8.6	Certificate Legend.  In the event the Committee elects 
to legend the certificates representing Restricted Stock, and in addition 
to any legends placed on certificates pursuant to Section 8.4 herein, 
each certificate representing shares of Restricted Stock granted pursuant 
to the Plan shall bear the following legend:

The sale or other transfer of the shares of Stock represented by 
this certificate, whether voluntary, involuntary, or by operation 
of law, is subject to certain restrictions on transfer set forth in 
the 1995 Incentive Stock Plan of Central Fidelity Banks, Inc., in 
the rules and administrative procedures adopted pursuant to 
such Plan, and in an Agreement dated                                .
A copy  of  the Plan, such rules and procedures, and such 
Restricted Stock Agreement may be obtained from the Secretary 
of Central Fidelity Banks, Inc.

< PAGE>

	8.6	Removal of Restrictions.  Except as otherwise provided 
in this Article VIII, Shares of Restricted Stock covered by each 
Restricted Stock Award made under the Plan shall become freely 
transferable by the Participant after the last day of the Period of 
Restriction and/or upon the satisfaction of other conditions as 
determined by the Committee in its sole discretion.  Once the Shares are 
released from the restrictions, the Participant shall be entitled to have 
removed any legend that may have been placed on certificates pursuant to 
Sections 8.4 and 8.5 herein.

	8.7	Voting Rights.  During the Period of Restriction, 
Participants in whose name shares of Restricted Stock are granted 
hereunder may exercise full voting rights with respect to those Shares.

	8.8	Dividends and Other Distributions.  During the Period 
of Restriction, Participants in whose name shares of Restricted Stock are 
granted hereunder shall be entitled to receive all dividends and other 
distributions paid with respect to those Shares.  If any such dividends 
or distributions are paid in Shares, the Shares shall be subject to the 
same restrictions on transferability as the shares of Restricted Stock 
with respect to which they were distributed.

	8.9	Termination of Employment Due to Retirement.  
Unless otherwise provided in the Agreement, in the event that a 
Participant terminates his employment with the Company or one of its 
Subsidiaries due to retirement defined as the earlier of attaining age 
65, or age 55 plus at least 10 years of service with the Company and with 
the consent of the Company, any remaining Period of Restriction 
applicable to the Restricted Stock shares pursuant to Section 8.3 herein 
shall automatically terminate and, except as otherwise provided in 
Section 8.4 herein, the shares of Restricted Stock shall thereby be 
delivered to such Participant free of restrictions.

	8.10	Termination of Employment due to Death or 
Disability.  In the event a Participant's employment is terminated 
because of death or disability during the Period of Restriction, any 
remaining Period of Restriction applicable to the Restricted Stock 
pursuant to Section 8.3 herein shall automatically terminate and, except 
as otherwise provided in Section 8.4 herein, the shares of Restricted 
Stock shall thereby be released and free of restrictions.

	8.11	Termination of Employment for Other Reasons.  
Unless otherwise provided in the Agreement, in the event that a 
Participant terminates his employment with the Company for any reason 
other than for death, disability, or retirement, as set forth in Section 8.9 
and 8.10 herein, during the Period of Restriction, then any shares of
Restricted Stock still subject to restrictions as of the date of such 
< PAGE>

termination shall automatically be forfeited and, if held by the 
Participant, returned to the Company.

ARTICLE IX.
Performance Awards

	9.1	Grant of Performance Awards.  Subject to the terms 
and provisions of the Plan, Performance Awards in the form of either 
Performance Units or Performance Shares may be granted to Participants 
at any time and from time to time as shall be determined by the 
Committee.  Subject to Section 4.1 above, the Committee shall have 
complete discretion in determining the number of Performance Units or 
Performance Shares granted to each Participant; provided that on each 
date that any cash is paid to any Participant pursuant to Performance 
Units, the amount of cash shall be divided by the Fair Market Value of a 
share of the Common Stock, and the result shall be deducted from the 
number of shares that may be issued to such Participant under Section 
4.1 above pursuant to Awards made to such Participant in the 12-month 
period in which such Performance Units were granted.  Participants 
receiving Performance Awards shall not be required to pay the Company 
therefor (except for applicable tax withholding) unless required by 
applicable law.

	9.2	Value of Performance Awards.  The Committee shall 
determine the number of Performance Units or Performance Shares 
granted to each Participant as a Performance Award.  The Committee shall 
set performance goals in its discretion for each Participant who is 
granted a Performance Award.  The extent to which such performance goals 
are met will determine the value of the Performance Unit or Performance 
Share to the Participant.  Such performance goals may be particular to a 
Participant, may relate to the performance of the Subsidiary which 
employs him, may be based on the performance of the Company generally, 
or a combination of the foregoing.  The performance goals may be based 
on achievement of balance sheet or income statement objectives, or any 
other objectives established by the Committee.  The  performance goals 
may be absolute in their terms or measured against or in relationship to 
other companies comparably, similarly or otherwise situated.  The 
Committee shall determine the  time period during which the performance 
goals must be met ("Performance Period"), provided, however, that the 
Performance Period may not be less than twelve months from the Award 
Date.  The terms and conditions of each Performance Award shall be set 
forth in an Agreement.

	9.3	Settlement of Performance Awards.  After a 
Performance Period has ended, the holder of a Performance Unit or 
Performance Share shall be entitled to receive the value thereof based on 
the degree to which the performance goals established by the Committee 
< PAGE>

and set forth in the Agreement have been satisfied.

	9.4	Form of Payment.  Payment of the amount to which a 
Participant shall be entitled upon the settlement of Performance Award 
shall be made in cash, Stock, or a combination thereof as determined by 
the Committee.  Payment may be made in a lump sum or installments as 
prescribed by the Committee.

	9.5	Nontransferability.  Unless the Committee provides 
otherwise pursuant to Section 15.2 below, no Performance Units or 
Performance Shares granted under the Plan may be sold, transferred, 
pledged, assigned, or otherwise alienated or hypothecated, otherwise than 
by will or by the laws of descent and distribution.  Subject to Section 
XI, all rights with respect to Performance Units and Performance Shares 
granted to a Participant under the Plan shall not be exercisable until 
the expiration of twelve months after the Award Date and thereafter 
during his lifetime only by such Participant or his guardian or personal 
representative.

ARTICLE X.
Other Stock Unit Awards

	10.1	Grant.  The Committee is authorized to grant to 
Participants, either alone or in addition to other Awards made under the 
Plan, Other Stock Unit Awards to be issued at such times, subject to or 
based upon achievement of such performance or other goals and on such 
other terms and conditions as the Committee shall deem appropriate and 
specify in the Agreement relating thereto, which need not be the same 
with respect to each Participant.  Stock or other securities granted 
pursuant to Other Stock Unit Awards may be issued for no cash 
consideration or for such minimum consideration as may be required by 
applicable law.	

	10.2	Sale and Transferability.  Stock or other securities 
issued pursuant to Other Stock Unit Awards may not be sold by a 
Participant until the expiration of at least twelve months from the Award 
Date, except that such limitation shall not apply in the case of death or 
disability of a Participant, or as set forth in Article XI of this Plan. 
To the extent Other Stock Unit Awards are deemed to be derivative 
securities within the meaning of Rule 16b-3 under the Exchange Act, a 
Participant's rights with respect to such Awards shall not vest or be 
exercisable until the expiration of at least twelve months from the Award 
Date. To the extent an Other Stock Unit Award granted under the Plan is 
deemed to be a derivative security within the meaning of Rule 16b-3 of 
the Exchange Act, it may not be sold, transferred, pledged, assigned, or 
otherwise alienated or hypothecated, otherwise than by will or by the 
laws of descent and distribution, unless the Committee provides otherwise 
< PAGE>

pursuant to Section 15.2 below.  All rights with respect to such Other 
Stock Unit Awards granted to a Participant under the Plan shall be 
exercisable during his lifetime only by such Participant or his guardian 
or personal representative.

ARTICLE XI.
Changes In Control

	In the event of a Change in Control of the Company, the 
Committee may, in its complete discretion, cause: (i) each Option then 
outstanding under the Plan to become fully exercisable and remain so for 
the duration of the Option as specified in the Agreement; (ii) all 
restrictions or conditions related to grants of Restricted Stock to be 
deemed immediately and fully satisfied and all certificates representing 
such Shares of Restricted Stock to be released or have any legend removed 
by the Secretary, and it thereby become freely transferable; and (iii) 
the acceleration or release of any or all restrictions or conditions 
related to an Award, in such a manner, in the case of Section 16 Persons, 
as to conform to the provisions of Rule 16b-3.

ARTICLE XII.
Amendment, Modification, and Termination of the Plan

	12.1	Amendment, Modification, and Termination.  At any 
time and from time to time, the Board may terminate, amend, or modify 
the Plan. The Board is specifically authorized to amend the Plan and take 
such other action as it deems necessary or appropriate to comply with 
Code Section 162(m) and regulations issued thereunder.  Such amendment 
or modification may be without shareholder approval except to the extent 
that such approval is required by the Code, pursuant to the rules under 
Section 16 of the Exchange Act, by any national securities exchange or 
system on which the Stock is then listed or reported, by any regulatory 
body having jurisdiction with respect thereto or under any other 
applicable laws, rules, or regulations.

	12.2	Awards Previously Granted.  No termination, 
amendment, or modification of the Plan, other than pursuant to Section 
4.4 herein, shall in any manner adversely affect any Award theretofore 
granted under the Plan, without the written consent of the Participant.

ARTICLE XIII.
Withholding

	13.1	Tax Withholding.  The Company shall have the power 
and the right to deduct or withhold, or require a Participant to remit to 
the Company, an amount sufficient to satisfy Federal, State, and local 
taxes (including the Participant's FICA obligation) required by law to be 
< PAGE>

withheld with respect to any grant, exercise, or payment under or as a 
result of this Plan.

	13.2	Stock Withholding.  To the extent the Code requires 
withholding upon the exercise of Non-qualified Stock Options, or upon the 
lapse of restrictions on Restricted Stock, or upon the occurrence of any 
other similar taxable event, the Committee may permit or require, subject 
to any rules it deems appropriate, the withholding requirement, to be 
satisfied, in whole or in part, with or without the consent of the 
Participant, by having the Company withhold Shares of Stock having a 
Fair Market Value equal to the amount required to be withheld.  The value 
of the Shares to be withheld shall be based on Fair Market Value of the 
Shares on the date that the amount of tax to be withheld is to be 
determined.

ARTICLE XIV.
Successors

	All obligations of the Company under the Plan, with respect to 
Awards granted hereunder, shall be binding on any successor to the 
Company, whether the existence of such successor is the result of a direct 
or indirect purchase, merger, consolidation, or otherwise, of all or 
substantially all of the business and/or assets of the Company.

ARTICLE XV.
General

	15.1	Requirements of Law.  The granting of Awards and the 
issuance of shares of Stock under this Plan shall be subject to all 
applicable laws, rules, and regulations, and to such approvals by any 
governmental agencies as may be required.  No shares of Stock shall be 
issued or transferred pursuant to this Plan unless and until all legal 
requirements applicable to such issuance or transfer have, in the opinion 
of counsel to the Company, been complied with.  In connection with any 
such issuance or transfer, the person acquiring the Shares shall, if 
requested by the Company, give assurances satisfactory to counsel to the 
Company in respect to such matters as the Company may deem desirable 
to assure compliance with all applicable legal requirements.

	15.2	Effect of Plan.  The establishment of the Plan shall not 
confer upon any Participant any legal or equitable right against the 
Company, a Subsidiary, or the Committee, except as expressly provided in 
the Plan.  The Plan does not constitute an inducement or consideration 
for the employment of any Participant, nor is it a contract between the 
Company or any of its Subsidiaries and any Participant.  Participation in 
the Plan shall not give any Participant any right to be retained in the 
service of the Company or any of its Subsidiaries.  No Award and no right 
< PAGE>

under the Plan, contingent or otherwise, shall be assignable or subject 
to any encumbrance, pledge or charge of any nature except that, under 
such rules and regulations as the Committee may establish pursuant to the 
terms of the Plan, a beneficiary may be designated in respect to the 
Award in the event of the death of the holder of the Award and except, 
also, that if the beneficiary shall be the executor or administrator of 
the estate of the holder of the Award, any rights in respect to such 
Award may be transferred to the person or persons or entity (including a 
trust) entitled thereto under the will of the holder of such Award or 
under the laws relating to descent and distribution.

	15.3	Creditors.  The interests of any Participant under the 
Plan or any Agreement are not subject to the claims of creditors and may 
not, in any way, be assigned, alienated, or encumbered.

	15.4	Governing Law.  The Plan, and all Agreements 
hereunder, shall be governed by, and construed and administered in 
accordance with, the laws of the Commonwealth of Virginia.  It is the 
intention of the Company that ISOs granted under the Plan qualify as such 
under Section 422 of the Code.

	15.5	Severability.  In the event any provision of the Plan or 
any Agreement shall be held illegal or invalid for any reason, the 
illegality or invalidity shall not affect the remaining parts of the Plan 
or Agreement, and the Plan shall be construed and enforced as if the 
illegal or invalid provision had not been included.

< PAGE>

Exhibits 5 and 23.1

September 28, 1995

Board of Directors
Central Fidelity Banks, Inc.
1021 East Cary Street
Richmond, Virginia 23219

Ladies and Gentlemen:

	This letter is delivered to you in connection with the actions 
taken and proposed to be taken by Central Fidelity Banks, Inc. a Virginia 
corporation (the "Company"), with respect to the offer and sale from time 
to time pursuant to the Central Fidelity Banks, Inc. 1995 Stock Incentive 
Plan, as amended (the "Plan"), of up to 1,750,000 shares of the Company's 
Common Stock, $5.00 par value, with associated rights to purchase Series 
A Junior Participating Preferred Stock (together, the "Shares").  As 
counsel to the Company, we have reviewed the registration statement on 
Form S-8 (the "Registration Statement") to be filed by the Company with 
the Securities and Exchange Commission to effect the registration of the 
Shares under the Securities Act of 1933 (the "Act").

	In this regard, we have examined the Company's Restated Articles of 
Incorporation, as amended, and its Restated By-Laws, as amended, records 
of proceedings of the Board of Directors of the Company, the Plan and 
such other records and documents as we have deemed necessary or advisable 
in connection with the opinions set forth herein.   In addition, we have 
relied as to certain matters on information obtained from public 
officials, officers of the Company and other sources believed by us to be 
reliable.  

	Based upon our examination and inquiries, we are of the opinion 
that the Shares which constitute original issuance securities will, when 
issued pursuant to the terms and conditions of the Plan, be validly 
issued, fully paid and nonassessable.  The foregoing opinion is limited 
to the laws of the Commonwealth of Virginia and we express no opinion as 
to the effect of the laws of any other jurisdiction. 

	We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement and to the reference to us as counsel to the 
Company in the Registration Statement.  In giving such consent, we do not 
thereby admit that we are persons whose consent is required under Section 
7 of the Act.
						Very truly yours,

						WILLIAMS, MULLEN, CHRISTIAN & DOBBINS

						By: /s/ William H. Schwarzschild, III
							William H. Schwarzschild, III 
		

< PAGE>

	Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Central Fidelity Banks, Inc.:

We consent to the use of our report incorporated herein by reference.

							/s/ KPMG Peat Marwick LLP

Richmond, Virginia
September 28, 1995

< PAGE>

	Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ James F. Betts			
						James F. Betts

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Alvin R. Clements		
						Alvin R. Clements

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Phyllis L. Cothran		
						Phyllis L. Cothran

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Jack H. Ferguson		
						Jack H. Ferguson

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Robert L. Freeman		
						Robert L. Freeman

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Minnie Bassett Lane		
						Minnie Bassett Lane

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ George R. Lewis			
						George R. Lewis

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ G. Bruce Miller			
						G. Bruce Miller

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Richard L. Morrill		
						Richard L. Morrill

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Lloyd U. Noland, III		
						Lloyd U. Noland, III

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ William G. Reynolds, Jr.	
						William G. Reynolds, Jr.

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ T. Justin Moore, Jr.		
						T. Justin Moore, Jr.

						Date: September 13, 1995

< PAGE>

Exhibit 24

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer 
and/or director of Central Fidelity Banks, Inc. (the "Company"), a 
Virginia corporation, hereby constitutes and appoints Lewis N. Miller, 
Jr., Charles W. Tysinger, William N. Stoyko and James F. Campbell, any of 
whom may act individually, as my attorney-in-fact, each with power of 
substitution, for me in my name, place and stead, in any and all 
capacities, to execute and file with the Securities and Exchange 
Commission (the "Commission") a Registration Statement on Form S-8, with 
any and all schedules, exhibits and other documents pertaining thereto or 
in connection therewith, and any and all amendments or supplements 
thereto, relating to the registration under the Securities Act of 1933, 
as amended, of up to 1,750,000 shares of the Company's Common Stock, par 
value $5.00, with associated share purchase rights (the "Shares"), for 
issuance and sale under the Central Fidelity Banks Inc. 1995 Stock 
Incentive Plan.  The attorneys-in-fact are further authorized to execute 
and deliver all documents, instruments, agreements and regulatory or 
governmental filings to the Commission and any applicable securities or 
Blue Sky authorities of any state or other jurisdiction in connection 
with the offer and sale of the Shares.  The undersigned hereby ratifies 
and confirms all that each said attorney-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

						/s/ Kenneth S. White		
						Kenneth S. White

						Date: September 13, 1995