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U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

CENTRAL VIRGINIA BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

(804) 403-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X   No __

Indicate by check mark whether the registrant is an accelerated filer (as described in Rule 12b-2 of the Exchange Act). Yes__ No X

As of June 30, 2004, 2,245,408 shares of common stock, par value $1.25 per share, were outstanding.

CENTRAL VIRGINIA BANKSHARES, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX

Part I.  Financial Information

Page No.

Item 1

Financial Statements

Consolidated Balance Sheets - June 30, 2004

and  December 31, 2003 (Unaudited)

3

Consolidated Statements of Income - Three

Months Ended June 30, 2004 and 2003 and Six

Months Ended June 30, 2004 and 2003 (Unaudited)

4

Consolidated Statements of Cash Flows – Six Months

Ended June 30, 2004 and 2003 (Unaudited)

6

Notes to Consolidated Financial Statements -

June 30, 2004 and 2003 (Unaudited)

7

Item 2

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

12

Items 3

Quantitative and Qualitative Disclosures About

Market Risk

19

Item 4

Controls and Procedures

20

Part II.  Other Information

Item 4

Submission of Matters to a Vote of Security

Holders

21

Item 6

Exhibits and Reports on Form 8-K

22

Signatures

23

2

PART I

ITEM 1   FINANCIAL STATEMENTS

CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2004 and December 31, 2003

(Unaudited)

See Notes to Consolidated Financial Statements.

3

CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

4

CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

 (Continued)

See Notes to Consolidated Financial Statements.

5

CENTRAL VIRGINIA BANKSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2004 and 2003

(Unaudited)

6

CENTRAL VIRGINIA BANKSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004 and 2003

(Unaudited)

Note 1.  Basis of Presentation

The consolidated financial statements include the accounts of Central Virginia Bankshares, Inc and its subsidiaries (the “Company”).  Significant intercompany accounts and transactions have been eliminated in consolidation.

The information contained in the financial statements is unaudited and does not include all of the information and footnotes required by auditing standards generally accepted in the United States of America for completed financial statements. However, in the opinion of management, all adjustments necessary for a fair presentation of the results of the interim periods presented have been made.  All adjustments are of a normal recurring nature.  The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year.

Note 2. Comprehensive Income

A reconciliation from net income to total comprehensive income for the three months and six months ended June 30, 2004 and 2003 is as follows:

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8

9

Note 5.  FHLB Borrowings

The borrowings from the Federal Home Loan Bank of Atlanta, Georgia, are secured by qualifying first mortgage loans and certain securities.  The borrowings consist of the following:

10

Note 6.  Interest Rate Swap Agreement

The Company has entered into an interest rate swap agreement related to the issuance of the trust preferred securities.  The swap is utilized to manage interest rate exposure and is designated as a highly effective cash flow hedge.  The differential to be paid or received on all swap agreements is accrued as interest rates change and is recognized over the life of the agreement in interest expense.  The swap agreement expires December 17, 2008, and has an interest rate of 6.405%.  The notional amount is $5,000,000.  The effect of these agreements is to make the Company less susceptible to changes in interest rates by effectively converting certain variable rate debt to fixed rate debt.  The unrealized gain on the interest rate swap agreement was $106,327 and zero at June 30, 2004 and December 31, 2003, respectively.

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Results of Operations

The Company’s net income totaled $1,047,410 in the second quarter of 2004, an increase of $100,690 or 10.6% from the second quarter of 2003. These results reflect continuing growth in net interest income of 9.1% as well as an increase in other non-interest income of 8.9% combined with a 17.4% increase in non-interest expense.  For the quarter, total interest income rose 10.2%.  The increases in total interest income and net interest income resulted from increases in the volume of interest-earning assets due to strong growth in deposits. For the second quarter of 2004, average interest-earning assets increased by $54.4 million, or 19.2%, compared to 2003 resulting in interest income on earning assets increasing by $460,175 or 10.2%.  Total interest expense increased by $195,329, or 12.2% reflecting the cost of the capital trust preferred securities issued in December 2003 as well as an increase in the average balance of interest-bearing deposits of $33.7 million, or 15.0% to $259.3 million. Total non-interest income rose by $60,527 or 8.9%, primarily attributable to increases in non-deposit investment product sales commissions.

Net income per common share for the second quarter of 2004 was $.47 compared to $.43 in the same period of 2003.  On a fully diluted basis, earnings per share were $.46 versus $.42 during such periods, respectively.  All per share data reflects the 5% common stock dividend paid June 15, 2004.  The Company’s annualized return on average equity was 14.47% in the second quarter of 2004, compared to 14.06% for the second quarter of 2003, while the return on average assets was 1.14% and 1.23% for these same periods respectively.

The Company’s net income for the six months ended June 30, 2004 totaled $2,069,234 an increase of $298,896, or 16.9%, from $1,770,338 in the first six months of 2003.  These results also reflect increases in total interest income of 11.7% and net interest income of 12.1% as compared to the same period last year.  Total non-interest income increased by 7.0%, or $90,852, while other non-interest expenses increased by 13.1%, or $560,273.  Net income per common share for the first six months of 2004 was $.93 compared to $.82 for the same period in 2003. Assuming dilution, the per share earnings were $.91 and $.78 during such periods, respectively.  The Company’s annualized return on average equity was 14.16% for the six months ended June 30, 2004, compared to 13.56% for the six months ended June 30, 2003.  The return on average assets amounted to 1.13% versus 1.20% for each of these same periods, respectively.

Net Interest Income.  The Company’s net interest income was $3,162,892 for the second quarter of 2004, compared to $2,898,046 for the second quarter of 2003.  For the six-month period, net interest income was $6,319,868 versus $5,667,056 in 2003, an increase of $652,812, or 11.5%.  The increase in net interest income in 2004 reflects increases of 28.9% in the average balance of investment securities and 12.9% in the average balance of total loans for the three months ended June 30, 2004, compared to the same period last year.  Average interest earning assets were $338.2 million for the second quarter of 2004, compared to $283.8 million for the second quarter of 2003. For the six months ended June 30, 2004, average interest earning assets rose 23.3% to $337.3 million from $273.6 million the same period in 2003. For this same six-month period, average investment securities increased by $47.3 million, or 38.7% to $169.2 million and average total loans increased $18.1 million, or 12.3% to $165.9 million.

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The following table sets forth the Company’s average interest earning assets (on a taxable equivalent basis) and average interest bearing liabilities, the average yields earned on such assets and rates paid on such liabilities, and the net interest margin, all for the periods indicated.

The net interest margin is a measure of net interest income performance.  It represents the difference between interest income; including the earned portion of net deferred loan fees and costs, and interest expense paid on deposits and borrowings, reflected as a percentage of average interest earning assets.  The Company’s net interest margin was 4.00% for both the second quarter and first six months of 2004, compared to 4.25% and 4.30% for the same periods in 2003, respectively.

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Non-Interest Income.  In the second quarter of 2004, the Company’s total non-interest income totaled $741,924, an increase of 8.9%, or $60,527, compared to 2003.  For the first six months of 2004, non-interest income totaled $1,390,680, an increase of $90,852 or 7.0% compared to 2003. These results reflect increases of 51.9% for the quarter and 63.9% for the six-month period in sales commissions earned from the retail sales of non-deposit investment products.  These increases totaled $35,570 and $81,629, respectively. In addition, increases in gains on the sales of securities available for sale were $98,618 for the quarter and $101,142 for the six-month period.  Deposit fees and charges declined $30,581, or 10.2% for the quarter and $67,870, or 11.2% for the six-month period while secondary mortgage market loan interest and fees declined $72,769, or 55.2% and $70,145, or 35.9%, respectively.  

Non-Interest Expense.  The Company’s total non-interest expenses were $2,547,148 for the second quarter of 2004 compared with $2,169,499 for the same period in 2003, an increase of 17.4%.  For the six-month period ended June 30, 2004 non-interest expense was $4,848,067, an increase of $560,273, or 13.1%, compared to $4,287,794 for the same period in 2003. Expenses related to salaries not treated as an adjustment to the yield of loans originated in 2004 increased by 13.9% for the quarter and 14.4% for the first six months, as compared to 2003 due in part to the new staff hired to operate the new Bellgrade office, which opened at the end of March 2004.  Increases in pensions and other employee benefits, occupancy expense, equipment depreciation, and advertising and public relations were all related to the new branch.

Income Taxes.  The Company reported income taxes of $174,758 for the second quarter and $515,247 for the first six months of 2004, compared to $373,224 and $708,752 for the same periods in 2003, respectively. These amounts yielded effective tax rates of 14.3% for the quarter and 19.9% for the first six months of 2004, compared to 28.2% and 28.6 % for the same periods in 2003, respectively.  The 2004 effective rates were positively impacted by increased investments in various securities where a significant amount of the dividends received were not subject to tax, a tax accrual adjustment, as well as the pro-rata application of certain tax credits resulting from the Company’s investment in a Community Reinvestment Act eligible housing project LLC in December 2003.

Financial Condition

Loan Portfolio.  The Company is an active residential mortgage and residential construction lender and generally extends commercial loans to small and medium sized businesses within its primary service area.  The Company’s commercial lending activity extends across its primary service area of Powhatan, Cumberland, western Chesterfield, western Henrico and Goochland Counties.  Consistent with its focus on providing community-based financial services, the Company does not attempt to diversify its loan portfolio geographically by making significant amounts of loans to borrowers outside of its primary service area.

The principal economic risk associated with each of the categories of loans in the Company’s portfolio is the creditworthiness of its borrowers. Within each category, such risk is increased or decreased depending on prevailing economic conditions.  The risk associated with the real estate mortgage loans and installment loans to individuals varies based upon employment levels, consumer confidence, fluctuations in value of residential real estate, interest rates, and other conditions that affect the ability of consumers to repay indebtedness.  The risk associated with commercial, financial and agricultural loans varies based upon the strength and activity of the local economies of the Company’s market areas.  The risk associated with real estate construction loans varies based upon the supply of the type of real estate under construction, and demand for such, which in turn is directly affected by the prevailing interest rate environment.  Many of the Bank’s real estate construction loans are for pre-sold or contract homes. Builders are limited as to the

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number and dollar amount of loans for speculative home construction based on the financial strength of the borrower and the prevailing market conditions.

At June 30, 2004, total loans net of unearned income increased by $3.4 million from March 31, 2004 and by $22.7 million from June 30, 2003.  The average loans to average deposit ratio was 56.1% at June 30, 2004, compared to 55.3 % at March 31, 2004 and 59.7% at June 30, 2003.  At June 30, 2004, real estate loans accounted for 73.7% of the loan portfolio, consumer loans were 6.3%, and commercial and industrial loans totaled 20.0% of the loan portfolio.

Asset Quality.  Non-performing assets include non-accrual loans, loans 90 days or more past due, restructured loans, and other non-performing assets.  Non-accrual loans are loans on which interest accruals have been discontinued.  Loans which reach non-accrual status may not be restored to accrual status until all delinquent principal and interest has been paid, or the loan becomes both well secured and in the process of collection.  Restructured loans are loans with respect to which a borrower has been granted a concession on the interest rate or the original repayment terms because of financial difficulties.  Other non-performing assets may include any non loan-related earning asset, which is no longer earning interest but is otherwise collectable.

The following table summarizes non-performing assets:

The decrease in the level of non-performing assets at June 30, 2004 reflects the resolution of the dispute between principals involved in a large 90 day past due loan and the close monitoring of other delinquent credits. As of June 30, 2004, management was not aware of any other credits that involve serious doubts as to the ability of such borrowers to comply with the existing payment terms.

Management forecloses on delinquent real estate loans when all other repayment possibilities have been exhausted. Real estate acquired through foreclosure (OREO) was $10,000 at June 30, 2004, compared to $18,000 at March 31, 2004 while remaining unchanged at $97,000 at the other periods presented.  All of the OREO at June 30, 2004 was in the Company’s primary service area and consisted of one building lot.  The Company’s practice is to value OREO at the lower of  (i) an independent current appraisal or market analysis less anticipated costs of disposal, or (ii) the loan balance.  The Company is actively marketing all foreclosed real estate and does not anticipate material write-downs in value prior to disposition.  Other non-performing assets consist of a small business financing revenue bond that had defaulted on its interest payments during 2002.  In accordance with the trust indenture, the trustee has foreclosed on the underlying

15

collateral securing the bond and the property is currently being marketed for sale.  The purchase price of the bond in January 1999 was $190,000, and its current carrying value is $140,000.

Management has analyzed the potential risk of loss on the Company’s loan portfolio, given the loan balances and the value of the underlying collateral, and has recognized losses where appropriate.  Non-performing loans are monitored on a monthly basis as part of the Company’s ongoing loan review process. Management reviews the overall adequacy of its loan loss allowance at the end of each month.  Based primarily on the Company’s loan classification system, which classifies problem credits as substandard, doubtful or loss, additional provisions may be made monthly.  Furthermore, past experiences led management to conclude that as a general matter it is prudent to operate with a high level or reserves.  The ratio of the allowance for loan losses to total loans was 1.51% at June 30, 2004; 1.55% at December 31, 2003; and 1.51% at June 30, 2003. Management feels that the growth of the allowance for loan losses, while not at the same rate as the portfolio growth, is adequate to provide for future losses.  At June 30, 2004, the ratio of the allowance for loan losses to total non-performing loans was 383.5%, compared to 142.4% at December 31, 2003 and 156.6% at June 30, 2003.

Management evaluates non-performing loans relative to their collateral value and makes appropriate reductions in the carrying value of those loans based on that review. Management believes, based on its review, that the Company has adequate reserves to cover any future write down that may be required on these loans.

For each period presented, the provision for loan losses charged to operations is based on management’s judgment after taking into consideration numerous factors connected with the collectibility of the existing portfolio. Management evaluates the loan portfolio in light of economic conditions, changes in the nature and value of the portfolio, industry standards and any other relevant factors.  Specific factors considered by management in determining the amounts charged to operations include internally generated loan review reports, previous loan loss experience with the borrower, the status of past due interest and principal payments on the loan, the quality of financial information supplied by the borrower and the general financial condition of the borrower.

The provision for loan losses totaled $135,500 for the quarter ended June 30, 2004 and $90,000 for the same period in 2003.  For the six-month periods ended June 30, 2004 and 2003, the provision for loan losses totaled $278,000 and $200,000, respectively.  In the opinion of management, the provision charged to operations has been sufficient to absorb the current year’s net loan losses while continuing to provide for potential future loan losses which may occur as a result of growth in the loan portfolio.

Securities

The Company’s investment securities portfolio serves primarily as a source of liquidity, safety and yield.  Certain of the securities are pledged to secure public deposits and others are specifically identified as collateral for borrowings from the Federal Home Loan Bank or repurchase agreements with customers.  The remaining portion of the portfolio is held for investment yield, availability for sale in the event liquidity is needed and for general asset/liability management purposes.  During the first six months of 2004, total securities decreased by $15.6 million, or 8.8%, to $161.3 million or 44.1 % of total assets at June 30, 2004.  At December 31, 2003, total securities were $177.0 million, or 48.4% of total assets, and at June 30, 2003, total securities were $143.8 million, or 43.6 % of total assets.

The securities portfolio is segregated into two components: securities held to maturity and securities available for sale.  Securities are classified as held to maturity when management has the intent, and the Company has the ability, at the time of purchase to hold the securities to their maturity. Securities held to

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maturity are carried at cost adjusted for amortization of premiums and accretion of discounts.  Securities to be held for indefinite periods of time are classified as available for sale and accounted for at market value. Securities available for sale include securities that may be sold in response to changes in market interest rates, changes in the security’s prepayment or credit risk, increases in loan demand, general liquidity needs and other similar factors.  The Company’s recent purchases of investment securities has generally been limited to securities of investment grade credit quality with short to intermediate term maturities.

The fully taxable equivalent annualized average yield on the entire securities portfolio was 5.99% for the second quarter of 2004 and 5.97% for the first six months of 2004, compared to 6.3% and 6.4% for the same periods in 2003.  This decline in yield is principally due to Government Agency securities with call options and coupon rates above the current market levels being called by the issuing agency.  The book value of the entire portfolio exceeded the market value by $2.6 million at June 30, 2004.

Deposits and Short-Term Borrowings

The Company’s predominate source of funds is depository accounts.  The Company’s deposit base is comprised of demand deposits, interest checking, savings and money market accounts and other time deposits. The Company’s deposits are provided by individuals and businesses located within the communities served. The Company generally does not accept out of market deposits, nor does it solicit or accept any brokered deposits.

Total deposits increased by less than $1 million between December 31, 2003 and June 30, 2004.  Deposits increased by $24.4 million, or 8.8%, between June 30, 2004 and June 30, 2003. The average aggregate interest rate paid on total deposits was 1.95% in the second quarter and 1.97% for the first six months of 2004 compared to 2.22% in the second quarter of 2003 and 2.31% for the first six months of 2003.  The majority (52%) of the Company’s deposits was higher yielding time deposits because many of its customers were individuals who seek higher yields than those offered on savings and demand accounts.

The following table is a summary of time deposits of $100,000 or more by remaining maturities at June 30, 2004:

Borrowings from the Federal Home Loan Bank have changed in structure in both overnight and term advances in order to take advantage of the prevailing low interest rates.  Term advances were $26 million at June 30, 2004, $21 million at December 31, 2003 and $21 million at June 30, 2003. The increase is a result of a new five-year borrowing entered into to extend the Company’s liabilities at a time of low interest rates.  Overnight advances were $4.5 million at June 30, 2004 compared to $5 million at December 31, 2003 and March 31, 2003.

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Capital Resources

The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance and changing competitive conditions and economic forces.  The Company seeks to maintain a strong capital base to support its growth and expansion activities, to provide stability to current operations and to promote public confidence.  

The capital position of Central Virginia Bank, a wholly-owned subsidiary of the Company (the “Bank”), continues to exceed regulatory minimums.  The primary indicators relied on by the Federal Reserve Board and other bank regulators in measuring strength of capital position are the Tier 1 capital, Total Capital, and Leverage ratios.  Tier 1 Capital consists of common and qualifying preferred stockholders’ equity less goodwill.  Total Capital consists of Tier 1 Capital, qualifying subordinated debt and a portion of the allowance for loan losses.  Risk-based capital ratios are calculated with reference to risk-weighted assets, which consist of both on and off-balance sheet risks.  The Leverage Ratio consists of Tier 1 Capital divided by quarterly average assets.  The Company, in view of the significant growth experienced over the past several years and the resulting impact on various capital ratios, recognized the eventual need for additional capital to support further expansion or acquisitions and used the proceeds from the issuance of the $5 million capital trust preferred securities in December 2003 to purchase additional stock in the Bank, thereby increasing the Bank’s capital position.

Banking regulations also require the Bank to maintain certain minimum capital levels in relation to Bank assets.  Capital is measured using a leverage ratio as well as based on risk-weighting assets according to regulatory guidelines.  A comparison of the Bank’s actual regulatory capital at June 30, 2004, with minimum requirements, as defined by regulation, is shown below:

Liquidity and Interest Rate Sensitivity

Liquidity.  Liquidity is the ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, federal funds sold, investments and loans maturing within one year.  The Company’s ability to obtain deposits and purchase funds at favorable rates determines its liability liquidity.  As a result of the Company’s management of its liquid assets and the ability to generate further liquidity through liability funding, management believes that the Company maintains overall liquidity sufficient to satisfy its depositors’ requirements and meet its customers’ credit needs in the foreseeable future.

Additional sources of liquidity available to the Company include, but are not limited to, loan repayments, the ability to obtain deposits through the adjustment of interest rates, borrowing from the Federal Home Loan Bank, purchasing of federal funds, and selling securities under repurchase agreements. To further meet its liquidity needs, the Company also has access to the Federal Reserve System discount window.  In the past, growth in deposits and proceeds from the maturity of investment securities has been sufficient to fund the net increase in loans.  However, in 2000 the Company had to make use of its borrowing availability as the flow of deposits slowed. Since 2001, the flow of deposits has increased

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sufficiently to fund loan growth, however, due to low loan demand, the Company used portions of its borrowing availability to purchase marketable securities in an effort to increase net interest income.  

Interest Rate Sensitivity.  In conjunction with maintaining a satisfactory level of liquidity, management must also control the degree of interest rate risk assumed on the balance sheet. Managing this risk involves regular monitoring of the interest sensitive assets relative to interest sensitive liabilities over specific time intervals.  

Effects of Inflation

Inflation significantly affects industries having high proportions of fixed assets or high levels of inventories.  Although the Company is not significantly affected in these areas, inflation does have an impact on the growth of assets.  As assets grow rapidly, it becomes necessary to increase equity capital at proportionate levels to maintain the appropriate equity to asset ratios.  Traditionally, the Company’s earnings and high capital retention levels have enabled the Company to meet these needs.

The Company’s reported earnings results have been affected by inflation, but isolating the effect is difficult.  The different types of income and expense are affected in various ways.  Interest rates are affected by inflation, but the timing and magnitude of the changes may not coincide with changes in the consumer price index. Management actively monitors interest rate sensitivity in order to minimize the effects of inflationary trends on interest rates.  Other areas of non-interest expenses may be more directly affected by inflation.

Forward-Looking Statements

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import.  Such forward-looking statements involve known and unknown risks including, but not limited to, changes in general economic and business conditions, interest rate fluctuations, competition within and from outside the banking industry, new products and services in the banking industry, risk inherent in making loans such as repayment risks and fluctuating collateral values, problems with technology utilized by the Company, changing trends in customer profiles and changes in laws and regulations applicable to the Company. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

Not applicable pursuant to Instructions to Item 305(c) of Regulation S-K.

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ITEM 4

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic filings with the Securities and Exchange Commission.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of it that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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PART II

ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)

The Annual Meeting of Shareholders, which was adjourned from its previously scheduled time of April 27, 2004, was held on June 1, 2004.

(c)

Matters voted upon:

1.

Election of Charles W. Binford as a director for a three year term:

Votes for

1,817,113

Votes withheld

20,983

2.

Election of John B. Larus as a director for a three year term:

Votes for

1,830,518

Votes withheld

7,578

3.

      Election of James T. Napier as a director for a three year term:

Votes for

1,824,371

Votes withheld

13,726

4.

Ratification of Auditors:

Votes for

1,821,002

Votes against

11,258

Votes abstained

5,836

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PART II

ITEM 6

EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits:

31.1

Rule 13a-14(a) Certification of Chief Executive Officer.

31.2

Rule 13a-14(a) Certification of Chief Financial Officer.

32.1

Statement of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350.

(b)

Form 8-K.

The Company furnished a report on Form 8-K, dated April 21, 2004, reporting under Item 12 the issuance by the Company of a press release announcing the Company’s financial results for the quarter ended March 31, 2004.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CENTRAL VIRGINIA BANKSHARES, INC.

(Registrant)

Date:  August 16, 2004

/s/ Ralph Larry Lyons

Ralph Larry Lyons, President and Chief Executive

Officer (Principal Executive Officer)

Date:  August 16, 2004

/s/ Charles F. Catlett, III

Charles F. Catlett, III, Senior Vice President and

Chief Financial Officer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.

Description

31.1

Rule 13(a)-14(a) Certification of Chief Executive Officer.

31.2

Rule 13(a)-14(a) Certification of Chief Financial Officer.

32.1

Statement of Chief Executive Officer and Chief Financial

Officer Pursuant to 18 U.S.C. Section 1350.