As filed with the Securities and Exchange Commission on July 16,
1997.
                       Registration Statement No. 333- _____

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                      ____________________

               MAINSTREET BANKGROUP INCORPORATED
     (Exact name of Registrant as specified in its Charter)

      Virginia                                    54-1046817
(State or other jurisdiction of    (I.R.S. Employer Identification Number)
             incorporation or organization)
                     200 East Church Street
                 Martinsville, Virginia  24112
                         (540) 666-6724
  (Address of principal executive office, including zip code)

               MAINSTREET BANKGROUP INCORPORATED
                   1997 STOCK INCENTIVE PLAN
                    (Full title of the Plan)
                      ____________________

                       Rebecca J. Jenkins
             Executive Vice President and Secretary
               MainStreet BankGroup Incorporated
                     200 East Church Street
                 Martinsville, Virginia  24112
                         (540) 666-3272

(Name, address, including zip code, and telephone number includi
ng area code, of agent for service)

                        With copies to:
                      Lathan M. Ewers, Jr.
                       Hunton & Williams
                      951 East Byrd Street
                 Richmond, Virginia 23219-4074
                         (804) 788-8200
                      ____________________

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed        
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registration
    to be      registered     price     offering      fee
  registered                per share     price
Common Stock                                            
without par      550,000   $27.125(*)  $14,918,750   $4,521
value            shares

(*)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of  $27.125 per share, which was the
average of the high and low prices of the Common Stock on the
NASDAQ July 9, 1997, as reported in the Wall Street Journal.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.



                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by MainStreet BankGroup
Incorporated (the "Company") with the Commission (file No. 0-
8622) are incorporated herein by reference and made a part
hereof:  (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997; and
(iii) the description of the Company's Common Stock (the "Common
Stock") contained in the Company's registration statement under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including all amendments and reports filed for the purpose
of updating such description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies 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 the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As permitted by the Virginia Stock Corporation Act, the
Amended and Restated Articles of Incorporation of the Company
(the "Articles") eliminate all liability of the Company's
directors and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Form 8-A filed electronically
     on March 15, 1996.

4.2  Bylaws of the Company (Incorporated herein by reference
     from Form 8-A filed electronically on March 15, 1996.

4.3  MainStreet BankGroup Incorporated 1997 Stock Incentive
     Plan.

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2 Consent of Coopers & Lybrand L.L.P.

25   Power of Attorney for Officers and Directors (included on
signature page).

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
sales are 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, as amended (the
                    "Securities Act");

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

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

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

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities 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.
                           SIGNATURES

     Pursuant to the requirements of the Securities Act, 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
Martinsville, Virginia, on this 16th day of July, 1997.


                         MAINSTREET BANKGROUP INCORPORATED
                                        (Registrant)

                         By   /s/Michael R. Brenan
                              Michael R. Brenan, President,
                              Chairman of the Board and
                              Chief Executive Officer and
                              Director


                        POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on July 16, 1997.  Each of
the directors and/or officers of MainStreet BankGroup
Incorporated whose signature appears below hereby appoints
Michael R. Brenan, James E. Adams, Rebecca J. Jenkins and Lathan
M. Ewers, Jr., and each of them severally, as his attorney-in-
fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this
registration statement, making such changes in the registration
statement as appropriate, and generally to do all such things in
their behalf in their capacities as officers and directors to
enable MainStreet BankGroup Incorporated to comply with the
provisions of the Securities Act of 1933, and all requirements of
the Securities and Exchange Commission.


          Signature                Title
                                   

By /s/ Michael R. Brenan           
      Michael R. Brenan            President, Chairman of the
                                   Board and Chief Executive
                                   Officer (Principal Executive
                                   Officer)

By /s/ James E. Adams              Executive Vice President,
        James E. Adams             Chief Financial Officer and
                                   Treasurer (Principal Financial
                                   and Accounting Officer)
                                   
By /s/ W. Christopher Beeler,      Director
Jr.                                
  W. Christopher Beeler, Jr.
                                   
                                   
By /s/ Thomas B. Bishop            Director
       Thomas B. Bishop            
                                   
                                   
By                                 Director
    William L. Cooper, III


By /s/ Billy P. Craft              Director
        Billy P. Craft


By                                 Director
        Philip W. Dean


By /s/ I. Patricia Henry           Director
      I. Patricia Henry
                                   

By /s/ George J. Kostel            Director
       George J. Kostel


By /s/ Larry E. Hutchens           Director
      Larry E. Hutchens


By                                 Director
 William O. McCabe, Jr., M.D.


By                                 Director
     Albert L. Prillaman
                          EXHIBIT INDEX
                                                  
                                                  
                                                  Sequentially
    Exhibit No.       Description                 Number Page
                                
        4.1           Articles of Incorporation   
                      of the Company
                      (Incorporated herein by
                      reference from Form 8-A
                      filed electronically on
                      March 15, 1996).
                                
        4.2           Bylaws of the Company       
                      (Incorporated herein by
                      reference from Form 8-A
                      filed electronically on
                      March 15, 1996.)
                                
        4.3           MainStreet BankGroup        
                      Incorporated 1997 Stock
                      Incentive Plan
                                
         5            Opinion of Hunton &         
                      Williams as to the
                      legality of the
                      securities being
                      registered.
                                
        23.1          Consent of Hunton &         
                      Williams (included in the
                      opinion filed as Exhibit
                      5 to the Registration
                      Statement).
                                
        23.2          Consent of Coopers &        
                      Lybrand L.L.P.
                                
         24           Power of Attorney for       
                      Officers and Directors
                      (included on signature
                      page).
                                
                                
                                
                                
                                
                                
                                
                                
                                
                        Document #: 22789
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15790}]
{"company-data": {"conformed-name": "MAINSTREET BANKGROUP INC", "cik": "0000216870", "assigned-sic": "6022", "irs-number": "541046817", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31403", "film-number": "97641548"}, "business-address": {"street1": "200 EAST CHURCH ST", "street2": "CHURCH & ELLSWORTH ST", "city": "MARTINSVILLE", "state": "VA", "zip": "24115", "phone": "5406666724"}, "mail-address": {"street1": "PO BOX 4831", "city": "MARTINSVILLE", "state": "VA", "zip": "24115-4831"}, "former-company": {"former-conformed-name": "PIEDMONT BANKGROUP INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 16,
1997.
                       Registration Statement No. 333- _____

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                      ____________________

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                      ____________________

               MAINSTREET BANKGROUP INCORPORATED
     (Exact name of Registrant as specified in its Charter)

      Virginia                                    54-1046817
(State or other jurisdiction of    (I.R.S. Employer Identification Number)
             incorporation or organization)
                     200 East Church Street
                 Martinsville, Virginia  24112
                         (540) 666-6724
  (Address of principal executive office, including zip code)

               MAINSTREET BANKGROUP INCORPORATED
                   1997 STOCK INCENTIVE PLAN
                    (Full title of the Plan)
                      ____________________

                       Rebecca J. Jenkins
             Executive Vice President and Secretary
               MainStreet BankGroup Incorporated
                     200 East Church Street
                 Martinsville, Virginia  24112
                         (540) 666-3272

(Name, address, including zip code, and telephone number includi
ng area code, of agent for service)

                        With copies to:
                      Lathan M. Ewers, Jr.
                       Hunton & Williams
                      951 East Byrd Street
                 Richmond, Virginia 23219-4074
                         (804) 788-8200
                      ____________________

                CALCULATION OF REGISTRATION FEE
                            Proposed    Proposed        
   Title of     Amount to    maximum     maximum    Amount of
  securities       be       offering    aggregate  registration
    to be      registered     price     offering      fee
  registered                per share     price
Common Stock                                            
without par      550,000   $27.125(*)  $14,918,750   $4,521
value            shares

(*)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of  $27.125 per share, which was the
average of the high and low prices of the Common Stock on the
NASDAQ July 9, 1997, as reported in the Wall Street Journal.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

     Not required to be filed with the Commission.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by MainStreet BankGroup
Incorporated (the "Company") with the Commission (file No. 0-
8622) are incorporated herein by reference and made a part
hereof:  (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997; and
(iii) the description of the Company's Common Stock (the "Common
Stock") contained in the Company's registration statement under
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including all amendments and reports filed for the purpose
of updating such description.

     All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies 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 the Prospectus.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     As permitted by the Virginia Stock Corporation Act, the
Amended and Restated Articles of Incorporation of the Company
(the "Articles") eliminate all liability of the Company's
directors and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.  The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1  Articles of Incorporation of the Company (Incorporated
     herein by reference from Form 8-A filed electronically
     on March 15, 1996.

4.2  Bylaws of the Company (Incorporated herein by reference
     from Form 8-A filed electronically on March 15, 1996.

4.3  MainStreet BankGroup Incorporated 1997 Stock Incentive
     Plan.

5    Opinion of Hunton & Williams as to the legality of the
     securities being registered.

23.1 Consent of Hunton & Williams (included in the opinion
     filed as Exhibit 5 to the Registration Statement).

23.2 Consent of Coopers & Lybrand L.L.P.

25   Power of Attorney for Officers and Directors (included on
signature page).

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          1.   To file, during any period in which offers or
sales are 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, as amended (the
                    "Securities Act");

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

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

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

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities 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.
                           SIGNATURES

     Pursuant to the requirements of the Securities Act, 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
Martinsville, Virginia, on this 16th day of July, 1997.

                         MAINSTREET BANKGROUP INCORPORATED
                                        (Registrant)

                         By   /s/Michael R. Brenan
                              Michael R. Brenan, President,
                              Chairman of the Board and
                              Chief Executive Officer and
                              Director

                        POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on July 16, 1997.  Each of
the directors and/or officers of MainStreet BankGroup
Incorporated whose signature appears below hereby appoints
Michael R. Brenan, James E. Adams, Rebecca J. Jenkins and Lathan
M. Ewers, Jr., and each of them severally, as his attorney-in-
fact to sign in his name and behalf, in any and all capacities
stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this
registration statement, making such changes in the registration
statement as appropriate, and generally to do all such things in
their behalf in their capacities as officers and directors to
enable MainStreet BankGroup Incorporated to comply with the
provisions of the Securities Act of 1933, and all requirements of
the Securities and Exchange Commission.

          Signature                Title
                                   

By /s/ Michael R. Brenan           
      Michael R. Brenan            President, Chairman of the
                                   Board and Chief Executive
                                   Officer (Principal Executive
                                   Officer)

By /s/ James E. Adams              Executive Vice President,
        James E. Adams             Chief Financial Officer and
                                   Treasurer (Principal Financial
                                   and Accounting Officer)
                                   
By /s/ W. Christopher Beeler,      Director
Jr.                                
  W. Christopher Beeler, Jr.
                                   
                                   
By /s/ Thomas B. Bishop            Director
       Thomas B. Bishop            
                                   
                                   
By                                 Director
    William L. Cooper, III

By /s/ Billy P. Craft              Director
        Billy P. Craft

By                                 Director
        Philip W. Dean

By /s/ I. Patricia Henry           Director
      I. Patricia Henry
                                   

By /s/ George J. Kostel            Director
       George J. Kostel

By /s/ Larry E. Hutchens           Director
      Larry E. Hutchens

By                                 Director
 William O. McCabe, Jr., M.D.

By                                 Director
     Albert L. Prillaman
                          EXHIBIT INDEX
                                                  
                                                  
                                                  Sequentially
    Exhibit No.       Description                 Number Page
                                
        4.1           Articles of Incorporation   
                      of the Company
                      (Incorporated herein by
                      reference from Form 8-A
                      filed electronically on
                      March 15, 1996).
                                
        4.2           Bylaws of the Company       
                      (Incorporated herein by
                      reference from Form 8-A
                      filed electronically on
                      March 15, 1996.)
                                
        4.3           MainStreet BankGroup        
                      Incorporated 1997 Stock
                      Incentive Plan
                                
         5            Opinion of Hunton &         
                      Williams as to the
                      legality of the
                      securities being
                      registered.
                                
        23.1          Consent of Hunton &         
                      Williams (included in the
                      opinion filed as Exhibit
                      5 to the Registration
                      Statement).
                                
        23.2          Consent of Coopers &        
                      Lybrand L.L.P.
                                
         24           Power of Attorney for       
                      Officers and Directors
                      (included on signature
                      page).
                                
                                
                                
                                
                                
                                
                                
                                
                                
                        Document #: 22789