Registration No. 33-53727
As filed with the Securities and Exchange Commission on October 7, 1994 





                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549






                   Post-Effective Amendment No. 1

                                to


                             FORM S-4



                       REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT OF 1933




                     JEFFERSON BANKSHARES, INC.


                        123 East Main Street
                        Post Office Box 711
                  Charlottesville, Virginia  22902
                      Telephone (804) 972-1100



                       ROBERT E. STROUD, ESQ.
                      418 East Jefferson Street
                        Post Office Box 1288
                  Charlottesville, Virginia  22902
                          (804) 977-2500
                   (Agent for Service of Process)



     On May 20, 1994, Jefferson Bankshares, Inc. ("Jefferson Bankshares") 
filed with the Securities and Exchange Commission (the "Commission") a 
registration statement on Form S-4 (Registration No. 33-53727) (as 
subsequently amended by Amendment No. 1 filed with the Commission on 
June 22, 1994, the "Registration Statement") covering 540,700 shares of 
the common stock of Jefferson Bankshares, Inc. to be issued to holders 
of shares of common stock of Bank of Loudoun in connection with the 
merger of Bank of Loudoun with and into Jefferson National Bank, a 
wholly-owned subsidiary of Jefferson Bankshares.  The Commission declared 
the Registration Statement effective on June 23, 1994.

     Due to the cashless exercise of options to acquire shares of Bank of 
Loudoun common stock prior to the effective date of the merger only
538,881 of the 540,700 shares registered by Jefferson Bankshares were
issued.  Accordingly, Jefferson Bankshares hereby deregisters 1,819
shares of common stock covered by the Registration Statement.


                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
Registrant has duly caused this registration statement to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of 
Charlottesville, State of Virginia, on October 7, 1994.



                            JEFFERSON BANKSHARES, INC.



                            By: O. Kenton McCartney
                                President and
                                Chief Executive Officer

     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.


     DATE                 SIGNATURES               CAPACITY




October 7, 1994    O. Kenton McCartney       President,
                                             Chief Executive Officer,
                                             and Director


October 7, 1994    Allen T. Nelson, Jr.      Senior Vice President and
                                             Chief Financial Officer


October 7, 1994    Hovey S. Dabney           Chairman of the Board
October 7, 1994    John T. Casteen, III*     Director
October 7, 1994    Lawrence S. Eagleburger*  Director
October 7, 1994    Hunter Faulconer*         Director
October 7, 1994    Fred L. Glaize, III*      Director
October 7, 1994    Henry H. Harrell*         Director
October 7, 1994    Alex J. Kay, Jr.*         Director
October 7, 1994    J. A. Kessler, Jr.*       Director
October 7, 1994    W. A. Rinehart, III*      Director
October 7, 1994    Gilbert M. Rosenthal*     Director
October 7, 1994    Alson H. Smith, Jr.*      Director
October 7, 1994    Lee C. Tait*              Director
October 7, 1994    H. A. Williamson*         Director



                           *By:  William M. Watson, Jr.,
                                 Attorney-in-fact