<PAGE> 1

    As filed with the Securities and Exchange Commission on August 5, 1999
                                                Registration No. 333__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                       VIRGINIA CAPITAL BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

VIRGINIA                                  6305                   54-1913168
(state or other jurisdiction of     (Primary Standard          (IRS Employer
incorporation or organization)   Classification Code Number) Identification No.)

                                400 GEORGE STREET
                         FREDERICKSBURG, VIRGINIA 22404
                                 (540) 899-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

        VIRGINIA CAPITAL BANCSHARES, INC. 1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                   -------------------------------------------

                                          COPIES TO:
SAMUEL C. HARDING                         LORI M. BERESFORD, ESQUIRE
PRESIDENT                                 SUZANNE A. WALKER, ESQUIRE
VIRGINIA CAPITAL BANCSHARES, INC.         MULDOON, MURPHY & FAUCETTE LLP
400 GEORGE STREET                         5101 WISCONSIN AVENUE, N.W.
FREDERICKSBURG, VIRGINIA 22404            WASHINGTON, DC  20016
(540) 899-5500                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /

<TABLE>
<CAPTION>
====================================================================================================
   Title of each Class of      Amount to be  Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered   Registered(1)   Price Per Share      Offering Price          Fee
----------------------------------------------------------------------------------------------------
   <S>                          <C>             <C>                  <C>                  <C>
    Common Stock                1,140,480
   $.01 par Value               Shares (2)      $15.53 (3)           $17,711,654          $4,924
----------------------------------------------------------------------------------------------------
    Common Stock                 456,192
   $.01 par Value               Shares (4)      $16.375(5)           $ 7,470,144          $2,077
====================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Virginia Capital Bancshares, Inc. 1999 Stock-Based Incentive Plan (the
    "Plan") as the result of a stock split, stock dividend or similar adjustment
    of the outstanding Common Stock of Virginia Capital Bancshares, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Plan.
(3) Exercise price of $15.3125 per share at which options for 912,386 shares
    under the Plan have been granted to date and by $16.375 the market value of
    the Common Stock on August 2, 1999 as determined by the closing price on
    the Nasdaq Stock Market as reported in the Wall Street Journal, for 228,094
    shares for which options have not yet been granted under the Plan.
(4) Represents the total number of shares currently reserved or available for
    issuance as stock awards under the Plan.
(5) The market value of the common stock on August 2, 1999 at which the 456,192
    shares may be purchased to satisfy awards under the Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 32
Exhibit Index begins on Page 9




<PAGE> 2



VIRGINIA CAPITAL BANCSHARES, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Virginia Capital
Bancshares, Inc. (the "Company" or the "Registrant") 1999 Stock-Based Incentive
Plan (the "Plan") required by Part I of the Registration Statement will be sent
or given to the participants in the Plan as specified by Rule 428(b)(1). Such
document is not filed with the Securities and Exchange Commission (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Form 10-K filed by the Registrant (File No. 0-25031) with the SEC
on March 31, 1999, which includes the consolidated balance sheet of Virginia
Capital Bancshares, Inc. and subsidiary as of December 31, 1998 and 1997, and
the related consolidated statements of income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1998, together with the related notes and the report of Cherry, Bekaert &
Holland LLP, independent certified public accountants.

      (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 1999 (File No.000-25031), filed with the SEC on May 17, 1999.

      (c) The Form 8-K report filed by the Registrant on March 30, 1999 (File
No.000-25031) announcing a change in accountants from Cherry, Bekaert & Holland
L.L.P. to KPMG LLP.

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 000-25031), as filed with the SEC pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder, on November 4, 1998 as incorporated by reference from
the Company's Registration Statement on Form S-1 (SEC File No. 333-63309).

      (e) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR 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 INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.



                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      TENTH:

A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Virginia Stock Corporation Act., as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Virginia Stock
Corporation Act requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and


                                        3

<PAGE> 4



(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Virginia Stock
Corporation Act. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Virginia Stock Corporation Act,
nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on the
Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Virginia Stock Corporation Act.

F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholder; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 13.1-692 of the Virginia Stock Corporation Act; or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Virginia Stock Corporation Act is amended to authorize corporate
action further elimination or limiting the personal liability of Directors, then
the liability of a Director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Virginia Stock Corporation Act, as so
amended.

      Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


                                        4

<PAGE> 5



ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

      4       Virginia Capital Bancshares, Inc. 1999 Stock-Based Incentive Plan.

      5       Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
              the Common Stock to be issued.

      23.0    Consent of Muldoon, Murphy & Faucette LLP (contained in the
              opinion included in Exhibit 5).

      23.1    Consent of Cherry, Bekaert & Holland, L.L.P.

      24      Power of Attorney is located on the signature pages.
--------------------------



                                        5

<PAGE> 6



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;

            (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; 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

            unless the information required by (i) and (ii) is contained in
            periodic reports filed by the Registrant pursuant to Section 13 or
            15(d) of the Exchange Act that are incorporated by reference into
            this Registration Statement;

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

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


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


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




                                        6

<PAGE> 7




                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Virginia Capital
Bancshares, Inc. 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 Fredericksburg, State of Virginia, on August 4,
1999.

                                          VIRGINIA CAPITAL BANCSHARES, INC.



                                    By:   /s/ Samuel C. Harding, Jr.
                                          ------------------------------
                                          Samuel C. Harding, Jr.
                                          President

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

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Harding) constitutes and appoints Samuel C. Harding, Jr.
and Mr. Harding hereby constitutes and appoints Peggy J. Newman, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him (or her) and in his (or her) name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


    Name                      Title                                Date
    ----                      -----                                ----


/s/ Samuel C. Harding, Jr.    President and Director             August 4, 1999
---------------------------   (principal executive officer)
Samuel C. Harding, Jr.




/s/ Peggy J. Newman           Executive Vice President,          August 4, 1999
--------------------------    Secretary, Treasurer and Director
Peggy J. Newman               (principal accounting and
                               financial officer


/s/ O'Conor Ashby             Director                           August 4, 1999
--------------------------
O'Conor Ashby



                                        7

<PAGE> 8






/s/ Charles S. Rowe            Director                          August 4, 1999
----------------------
Charles S. Rowe


/s/ H. Smith McKann            Chairman of the Board             August 4, 1999
--------------------
H. Smith McKann


/s/ DuVal Q. Hicks, Jr.        Director                          August 4, 1999
-----------------------
DuVal Q. Hicks, Jr.



/s/ Ernest N. Donohoe Jr.      Director                          August 4, 1999
--------------------------
Ernest N. Donahoe, Jr.



/s/ William M. Anderson        Director                          August 4, 1999
-------------------------
William M. Anderson, Jr.



/s/ Ronald G. Beck             Director                          August 4, 1999
---------------------
Ronald G. Beck



<PAGE> 9
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX
                                  -------------


                                                                                       Sequentially
                                                                                         Numbered
                                                                                           Page
 Exhibit No.     Description                 Method of Filing                            Location
------------     -----------------------     -------------------------------------      ----------

    <S>          <C>                         <C>                                            <C>
      4          Virginia Capital            Filed herewith.                                12
                 Bancshares, Inc. 1999
                 Stock Based Incentive
                 Program

      5          Opinion of Muldoon,         Filed herewith.                                28
                 Murphy & Faucette
                 LLP

    23.0         Consent of Muldoon,         Contained in Exhibit 5.                        --
                 Murphy & Faucette
                 LLP

    23.1         Accountants Consent         Filed herewith.                                32

     24          Power of Attorney           Located on the signature page.                 --

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25380}]
{"company-data": {"conformed-name": "VIRGINIA CAPITAL BANCSHARES INC", "cik": "0001069669", "assigned-sic": "6035", "irs-number": "541913168", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84543", "film-number": "99678251"}, "business-address": {"street1": "C/O FREDERICKSBURG SAVINGS & LOAN ASSOC", "street2": "400 GEORGE ST", "city": "FREDERICKSBURG", "state": "VA", "zip": "22404", "phone": "5408995500"}, "mail-address": {"street1": "C/O FREDERICKSBURG SAVINGS & LOAN ASSOC", "street2": "400 GEORGE ST", "city": "FREDERICKSBURG", "state": "VA", "zip": "22404"}}
1

    As filed with the Securities and Exchange Commission on August 5, 1999
                                                Registration No. 333__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                       VIRGINIA CAPITAL BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

VIRGINIA                                  6305                   54-1913168
(state or other jurisdiction of     (Primary Standard          (IRS Employer
incorporation or organization)   Classification Code Number) Identification No.)

                                400 GEORGE STREET
                         FREDERICKSBURG, VIRGINIA 22404
                                 (540) 899-5500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

        VIRGINIA CAPITAL BANCSHARES, INC. 1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                   -------------------------------------------

                                          COPIES TO:
SAMUEL C. HARDING                         LORI M. BERESFORD, ESQUIRE
PRESIDENT                                 SUZANNE A. WALKER, ESQUIRE
VIRGINIA CAPITAL BANCSHARES, INC.         MULDOON, MURPHY & FAUCETTE LLP
400 GEORGE STREET                         5101 WISCONSIN AVENUE, N.W.
FREDERICKSBURG, VIRGINIA 22404            WASHINGTON, DC  20016
(540) 899-5500                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
====================================================================================================
   Title of each Class of      Amount to be  Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered   Registered(1)   Price Per Share      Offering Price          Fee
----------------------------------------------------------------------------------------------------
Common Stock                1,140,480
   $.01 par Value               Shares (2)      $15.53 (3)           $17,711,654          $4,924
----------------------------------------------------------------------------------------------------
    Common Stock                 456,192
   $.01 par Value               Shares (4)      $16.375(5)           $ 7,470,144          $2,077
====================================================================================================
(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Virginia Capital Bancshares, Inc. 1999 Stock-Based Incentive Plan (the
    "Plan") as the result of a stock split, stock dividend or similar adjustment
    of the outstanding Common Stock of Virginia Capital Bancshares, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Plan.
(3) Exercise price of $15.3125 per share at which options for 912,386 shares
    under the Plan have been granted to date and by $16.375 the market value of
    the Common Stock on August 2, 1999 as determined by the closing price on
    the Nasdaq Stock Market as reported in the Wall Street Journal, for 228,094
    shares for which options have not yet been granted under the Plan.
(4) Represents the total number of shares currently reserved or available for
    issuance as stock awards under the Plan.
(5) The market value of the common stock on August 2, 1999 at which the 456,192
    shares may be purchased to satisfy awards under the Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 32
Exhibit Index begins on Page 9
2

VIRGINIA CAPITAL BANCSHARES, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the Virginia Capital
Bancshares, Inc. (the "Company" or the "Registrant") 1999 Stock-Based Incentive
Plan (the "Plan") required by Part I of the Registration Statement will be sent
or given to the participants in the Plan as specified by Rule 428(b)(1). Such
document is not filed with the Securities and Exchange Commission (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Form 10-K filed by the Registrant (File No. 0-25031) with the SEC
on March 31, 1999, which includes the consolidated balance sheet of Virginia
Capital Bancshares, Inc. and subsidiary as of December 31, 1998 and 1997, and
the related consolidated statements of income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1998, together with the related notes and the report of Cherry, Bekaert &
Holland LLP, independent certified public accountants.

      (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 1999 (File No.000-25031), filed with the SEC on May 17, 1999.

      (c) The Form 8-K report filed by the Registrant on March 30, 1999 (File
No.000-25031) announcing a change in accountants from Cherry, Bekaert & Holland
L.L.P. to KPMG LLP.

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 000-25031), as filed with the SEC pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder, on November 4, 1998 as incorporated by reference from
the Company's Registration Statement on Form S-1 (SEC File No. 333-63309).

      (e) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR 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 INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      TENTH:

A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Virginia Stock Corporation Act., as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Virginia Stock
Corporation Act requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and

                                        3
4

(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Virginia Stock
Corporation Act. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Virginia Stock Corporation Act,
nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on the
Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Virginia Stock Corporation Act.

F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholder; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 13.1-692 of the Virginia Stock Corporation Act; or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Virginia Stock Corporation Act is amended to authorize corporate
action further elimination or limiting the personal liability of Directors, then
the liability of a Director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Virginia Stock Corporation Act, as so
amended.

      Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        4
5

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

      4       Virginia Capital Bancshares, Inc. 1999 Stock-Based Incentive Plan.

      5       Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
              the Common Stock to be issued.

      23.0    Consent of Muldoon, Murphy & Faucette LLP (contained in the
              opinion included in Exhibit 5).

      23.1    Consent of Cherry, Bekaert & Holland, L.L.P.

      24      Power of Attorney is located on the signature pages.
--------------------------

                                        5
6

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;

            (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; 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

            unless the information required by (i) and (ii) is contained in
            periodic reports filed by the Registrant pursuant to Section 13 or
            15(d) of the Exchange Act that are incorporated by reference into
            this Registration Statement;

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

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

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

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

                                        6
7

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Virginia Capital
Bancshares, Inc. 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 Fredericksburg, State of Virginia, on August 4,
1999.

                                          VIRGINIA CAPITAL BANCSHARES, INC.

                                    By:   /s/ Samuel C. Harding, Jr.
                                          ------------------------------
                                          Samuel C. Harding, Jr.
                                          President

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

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Harding) constitutes and appoints Samuel C. Harding, Jr.
and Mr. Harding hereby constitutes and appoints Peggy J. Newman, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him (or her) and in his (or her) name, place and stead, in
any and all capacities to sign any or all amendments to the Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and things requisite
and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

    Name                      Title                                Date
    ----                      -----                                ----

/s/ Samuel C. Harding, Jr.    President and Director             August 4, 1999
---------------------------   (principal executive officer)
Samuel C. Harding, Jr.

/s/ Peggy J. Newman           Executive Vice President,          August 4, 1999
--------------------------    Secretary, Treasurer and Director
Peggy J. Newman               (principal accounting and
                               financial officer

/s/ O'Conor Ashby             Director                           August 4, 1999
--------------------------
O'Conor Ashby

                                        7
8

/s/ Charles S. Rowe            Director                          August 4, 1999
----------------------
Charles S. Rowe

/s/ H. Smith McKann            Chairman of the Board             August 4, 1999
--------------------
H. Smith McKann

/s/ DuVal Q. Hicks, Jr.        Director                          August 4, 1999
-----------------------
DuVal Q. Hicks, Jr.

/s/ Ernest N. Donohoe Jr.      Director                          August 4, 1999
--------------------------
Ernest N. Donahoe, Jr.

/s/ William M. Anderson        Director                          August 4, 1999
-------------------------
William M. Anderson, Jr.

/s/ Ronald G. Beck             Director                          August 4, 1999
---------------------
Ronald G. Beck
9
EXHIBIT INDEX
                                  -------------

                                                                                       Sequentially
                                                                                         Numbered
                                                                                           Page
 Exhibit No.     Description                 Method of Filing                            Location
------------     -----------------------     -------------------------------------      ----------
4          Virginia Capital            Filed herewith.                                12
                 Bancshares, Inc. 1999
                 Stock Based Incentive
                 Program

      5          Opinion of Muldoon,         Filed herewith.                                28
                 Murphy & Faucette
                 LLP

    23.0         Consent of Muldoon,         Contained in Exhibit 5.                        --
                 Murphy & Faucette
                 LLP

    23.1         Accountants Consent         Filed herewith.                                32

     24          Power of Attorney           Located on the signature page.                 --