Exhibit 5




                   McGuire, Woods, Battle & Boothe
                          P. O. Box 1288
                     418 East Jefferson Street
                  Charlottesville, Virginia  22902


                         October 14, 1994



Jefferson Bankshares, Inc.
123 East Main Street
P. O. Box 711
Charlottesville, Virginia  22902

Ladies and Gentlemen:

     We have acted as counsel for Jefferson Bankshares, Inc., a Virginia 
corporation ("Jefferson") in connection with and have participated in the 
preparation of the Registration Statement on Form S-3 (the "Registration 
Statement") filed by Jefferson with the Securities and Exchange Commission 
with respect to One Million (1,000,000) shares of common stock, par value 
$2.50 per share (the "Common Stock"), of Jefferson to be offered and sold in 
connection with the dividend reinvestment plan (the "Plan") described therein.

     We have reviewed the Registration Statement, the Articles of 
Incorporation and Bylaws of the Company, the Plan and such other documents, 
instruments and records as we have deemed necessary and advisable for purposes 
of this opinion.  In rendering this opinion, we have relied upon certificates 
of public officials and officers of Jefferson.

     Based on the foregoing, we are of the opinion that:

     1.  Jefferson is duly incorporated, validly existing and in good standing 
under the laws of the Commonwealth of Virginia; and

     2.  The shares of Common Stock to be issued in connection with the Plan 
have been duly authorized and, when such shares are issued and sold upon the 
terms set forth in the Plan, will be legally issued, fully paid and 
nonassessable.

     We hereby consent to the filing of this opinion with the Securities and 
Exchange Commission as an exhibit to the Registration Statement and to the 
statement made in reference to our firm under the caption "Legal Opinion" in 
the Prospectus which is part of the Registration Statement.

                                      Very truly yours,

                                      McGuire, Woods, Battle & Boothe