As filed with the Securities and Exchange Commission on
                   February 13, 1997

                      Registration Statement No. 33-____________ 

                      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
incorporation or organization)            Identification Number)

                            200 East Church Street
                         Martinsville, Virginia  24112
                                (540) 666-6724
    (Address of principal executive office, including zip code)

                       MAINSTREET BANKGROUP/HANOVER BANK
                               STOCK OPTION PLAN
                           (Full title of the Plan)
                             ____________________

                              Rebecca J. Jenkins
             Senior Vice President, General Counsel and Secretary
                            200 East Church Street
                         Martinsville, Virginia  24112
                                (540) 666-3272
  (Name, address and telephone number including, area code, of
                              agent for service)

                                With copies to:

                             Lathan M. Ewers, Jr.
                               Hunton & Williams
                             951 East Byrd Street
                           Richmond, Virginia  23219
                                (804) 788-8269

                        CALCULATION OF REGISTRATION FEE

Title of       Amount to       Proposed      Proposed
securities        be           maximum       maximum     Amount
  to be         registered      offering    aggregate      of
registered                     price per     offering   registra-
                               share (1)    price (1)   tion fee

Common           130,000        $18.50     $2,405,000    $729.00
Stock(2)

______
     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $18.50 per share, which was the
average of the high and low prices of the Common Stock as
reported on NASDAQ on February 7, 1997.

     (2)  The Rights to purchase Participating Cumulative
Preferred Stock, Series A will be attached to and will trade with
shares of the Common Stock of the Company.

<PAGE>
                                    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, 1995; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30,
and September 30, 1996; (iii) the Company's Current Reports on
Form 8-K dated January 3, 1996, February 23, 1996, April 22, 1996
and October 3, 1996; and (iv) 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 supplement hereto or 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.

      Directors and officers of the Company may be indemnified
against liabilities, fines, penalties, and claims imposed upon or
asserted against them as provided in the Virginia Stock
Corporation Act and the Company's Restated Articles of
Incorporation.  Such indemnification covers all costs and
expenses reasonably incurred by a director or officer.  The Board
of Directors, by a majority vote of a quorum of disinterested
directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the
director or officer seeking indemnification was not guilty of
willful misconduct or a knowing violation of the criminal law. 
In addition, the Virginia Stock Corporation Act and the Company's
Restated Articles of Incorporation may under certain
circumstances eliminate the liability of directors and officers
in a shareholder or derivative proceeding.

      If the person involved is not a director or officer of the
Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.

      The Company has in force and effect a policy insuring the
directors and officers of the Company against losses which they
or any of them shall become legally obligated to pay for reason
of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the
directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers, such
coverage being limited by the specific terms and provisions of
the insurance policy. 

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 by reference from
      Form 8-A filed electronically on March 15, 1996).

4.3   MainStreet BankGroup/Hanover Stock Option 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 LLP.

24    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.

<PAGE>
                                  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 11th day of February, 1997.


                        MainStreet BankGroup Incorporated
                            (Registrant)
            

                        By                                        
  

                            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 February 11, 1997.  Each
of the directors and/or officers of Crestar Financial Corporation
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        President, Chairman of the
    Michael R. Brenan             Board and Chief
                                  Executive Officer (Principal
                                  Executive Officer)



By      /s/ James E. Adams          Senior Vice President, Chief
        James E. Adams              Financial Officer and
                                    Treasurer (Principal
                                    Financial and Accounting
                                    Officer)



By /s/W. Christopher Beeler, Jr.    Director
      W. Christopher Beeler, Jr.



By
           Thomas B. Bishop         Director



By  /s/ William L. Cooper, III      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                                  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



By  /s/ Richard M. Simmons, Jr.     Director
        Richard M. Simmons, Jr.



By  /s/ Thomas B. Stanley, Jr.      Director
        Thomas B. Stanley, Jr.

<PAGE>
                        SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549


                               ____________________







                                     EXHIBITS

                                    filed with

                              REGISTRATION STATEMENT

                                        on

                                     FORM S-8

                                       UNDER

                            THE SECURITIES ACT OF 1933


                               ____________________







                           MAINSTREET BANKGROUP/HANOVER
                                 STOCK OPTION PLAN
                             (full title of the plan)
<PAGE>
                                   EXHIBIT INDEX



        Exhibit No.      Description                Sequentially
                                                     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/Hanover Stock
                         Option 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 LLP.

            24           Power of Attorney for Officers and
                         Directors (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17111}]
{"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": "333-21723", "film-number": "97530231"}, "business-address": {"street1": "P O BOX 4831", "street2": "CHURCH & ELLSWORTH ST", "city": "MARTINSVILLE", "state": "VA", "zip": "24115", "phone": "5406322971"}, "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
                   February 13, 1997

                      Registration Statement No. 33-____________ 

                      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
incorporation or organization)            Identification Number)

                            200 East Church Street
                         Martinsville, Virginia  24112
                                (540) 666-6724
    (Address of principal executive office, including zip code)

                       MAINSTREET BANKGROUP/HANOVER BANK
                               STOCK OPTION PLAN
                           (Full title of the Plan)
                             ____________________

                              Rebecca J. Jenkins
             Senior Vice President, General Counsel and Secretary
                            200 East Church Street
                         Martinsville, Virginia  24112
                                (540) 666-3272
  (Name, address and telephone number including, area code, of
                              agent for service)

                                With copies to:

                             Lathan M. Ewers, Jr.
                               Hunton & Williams
                             951 East Byrd Street
                           Richmond, Virginia  23219
                                (804) 788-8269

                        CALCULATION OF REGISTRATION FEE

Title of       Amount to       Proposed      Proposed
securities        be           maximum       maximum     Amount
  to be         registered      offering    aggregate      of
registered                     price per     offering   registra-
                               share (1)    price (1)   tion fee

Common           130,000        $18.50     $2,405,000    $729.00
Stock(2)

______
     (1)  Estimated solely for the purpose of computing the
registration fee.  This amount was calculated pursuant to
Rule 457(c) on the basis of $18.50 per share, which was the
average of the high and low prices of the Common Stock as
reported on NASDAQ on February 7, 1997.

     (2)  The Rights to purchase Participating Cumulative
Preferred Stock, Series A will be attached to and will trade with
shares of the Common Stock of the Company.
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, 1995; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30,
and September 30, 1996; (iii) the Company's Current Reports on
Form 8-K dated January 3, 1996, February 23, 1996, April 22, 1996
and October 3, 1996; and (iv) 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 supplement hereto or 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.

      Directors and officers of the Company may be indemnified
against liabilities, fines, penalties, and claims imposed upon or
asserted against them as provided in the Virginia Stock
Corporation Act and the Company's Restated Articles of
Incorporation.  Such indemnification covers all costs and
expenses reasonably incurred by a director or officer.  The Board
of Directors, by a majority vote of a quorum of disinterested
directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the
director or officer seeking indemnification was not guilty of
willful misconduct or a knowing violation of the criminal law. 
In addition, the Virginia Stock Corporation Act and the Company's
Restated Articles of Incorporation may under certain
circumstances eliminate the liability of directors and officers
in a shareholder or derivative proceeding.

      If the person involved is not a director or officer of the
Company, the Board of Directors may cause the Company to
indemnify to the same extent allowed for directors and officers
of the Company such person who was or is a party to a proceeding,
by reason of the fact that he is or was an employee or agent of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise.

      The Company has in force and effect a policy insuring the
directors and officers of the Company against losses which they
or any of them shall become legally obligated to pay for reason
of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the
directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them
solely by reason of their being directors or officers, such
coverage being limited by the specific terms and provisions of
the insurance policy. 

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 by reference from
      Form 8-A filed electronically on March 15, 1996).

4.3   MainStreet BankGroup/Hanover Stock Option 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 LLP.

24    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 11th day of February, 1997.

                        MainStreet BankGroup Incorporated
                            (Registrant)
            

                        By                                        
  

                            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 February 11, 1997.  Each
of the directors and/or officers of Crestar Financial Corporation
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        President, Chairman of the
    Michael R. Brenan             Board and Chief
                                  Executive Officer (Principal
                                  Executive Officer)

By      /s/ James E. Adams          Senior Vice President, Chief
        James E. Adams              Financial Officer and
                                    Treasurer (Principal
                                    Financial and Accounting
                                    Officer)

By /s/W. Christopher Beeler, Jr.    Director
      W. Christopher Beeler, Jr.

By
           Thomas B. Bishop         Director

By  /s/ William L. Cooper, III      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                                  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

By  /s/ Richard M. Simmons, Jr.     Director
        Richard M. Simmons, Jr.

By  /s/ Thomas B. Stanley, Jr.      Director
        Thomas B. Stanley, Jr.
SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549

                               ____________________

                                     EXHIBITS

                                    filed with

                              REGISTRATION STATEMENT

                                        on

                                     FORM S-8

                                       UNDER

                            THE SECURITIES ACT OF 1933

                               ____________________

                           MAINSTREET BANKGROUP/HANOVER
                                 STOCK OPTION PLAN
                             (full title of the plan)
EXHIBIT INDEX

        Exhibit No.      Description                Sequentially
                                                     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/Hanover Stock
                         Option 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 LLP.

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