U. S. SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549


                           FORM 10-K

(Mark One)
[X]  Annual  Report Pursuant to Section 13 or 15(d) of the  Securities
     Exchange Act of 1934
     For the fiscal year ended December 31, 2002
     [ ] Transition Report Pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934 (no fee required)
     For the transition period from                           to


                          Commission File No. 0-12896
                        OLD POINT FINANCIAL CORPORATION
                        (Name of issuer in its charter)

     Virginia                                            54-1265373
     (State  or  other  jurisdiction  of                 (I.R.S. Employer
      incorporation  or  organization)                    Identification No.)

     1 West Mellen Street, Hampton, VA                   23663
     (Address of principal executive offices)            (Zip Code)

     (757) 722-7451
     (Issuer's telephone number)



    Securities registered pursuant to Section 12(b) of the Exchange Act:
                                 None
    Securities registered pursuant to Section 12(g) of the Exchange Act:
                       Common Stock ($5.00 par value)
                             (Title of class)

      Check  whether the issuer (1) filed all reports required  to  be
filed  by Section 13 or 15(d) of the Exchange Act during the  past  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

      Check if there is no disclosure of delinquent filers in response
to  Item  405  of  Regulation  S-B contained  in  this  form,  and  no
disclosure  will be contained, to the best of registrant's  knowledge,
in   definitive  proxy  or  information  statements  incorporated   by
reference in Part III of this Form 10-K or any amendment to this  Form
10-K. [X]

      As of March 14, 2003 the aggregate market value of the 2,909,371
shares  of  common  stock of Old Point Financial Corporation  held  by
nonaffiliates  was approximately $98 million based  upon  the  closing
price of the stock as of March 14, 2003.  Number of shares outstanding
on March 14, 2003 was 3,944,070.

                  DOCUMENTS INCORPORATED BY REFERENCE
                                NONE

                    OLD POINT FINANCIAL CORPORATION

                              Form 10-K

                                INDEX



PART I..............................................................1

Item  1. Description of Business....................................1
 General............................................................1
 Statistical Information............................................2

Item  2. Description of Property...................................13

Item  3. Legal Proceedings.........................................13

Item  4. Submission of Matters to a Vote of Security Holders.......13

PART II............................................................13

Item  5. Market for Common Equity And Related Stockholder Matters..13

Item  6. Selected Financial Data...................................13

Item  7. Management's Discussion and Analysis of Financial
         Condition and Results of Operations.......................15

Item  8. Financial Statements and Supplementary Data...............18

Item  9. Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure.......................37

PART III...........................................................38

Item 10. Directors and Executive Officers of the Registrant........38

Item 11. Executive Compensation....................................41

Item 12. Security Ownership of Certain Beneficial Owners and
         Management................................................44

Item 13. Certain Relationships and Related Transactions............44

Item 14. Controls and Procedures...................................44

PART IV............................................................45

Item 15. Exhibits, Financial Statement Schedules and Reports on
         Form 8....................................................46


                                  -I-

                                PART I
Item  1. Description of Business

General

Old Point Financial Corporation (the "Company") was incorporated under
the  laws  of  Virginia  on  February 16, 1984,  for  the  purpose  of
acquiring  all the outstanding common stock of The Old Point  National
Bank of Phoebus (the "Bank"), in connection with the reorganization of
the  Bank  into a one bank holding company structure.  At  the  annual
meeting   of  the  stockholders  on  March  27,  1984,  the   proposed
reorganization was approved by the requisite stockholder vote.  At the
effective  date  of the reorganization on October 1,  1984,  the  Bank
merged  into a newly formed national bank as a wholly owned subsidiary
of  the  Company, with each outstanding share of common stock  of  the
Bank being converted into five shares of common stock of the Company.

The  Company completed a spin-off of its trust department as of  April
1,  1999.   The  newly formed organization is chartered as  Old  Point
Trust and Financial Services, N.A. ("Trust").  Trust is a wholly owned
subsidiary  of  the  Company.  The Company  does  not  engage  in  any
activities other than acting as a holding company for the common stock
of  the  Bank  and Trust.  The principal business of  the  Company  is
conducted through its subsidiaries which continue to conduct  business
in substantially the same manner and from the same offices.

The  Bank is a national banking association founded in 1922.  The Bank
has fifteen offices in the cities of Hampton, Newport News, Norfolk and
Chesapeake,  as  well  as  James City and York County,  Virginia,  and
provides  a  full  range  of banking and related  financial  services,
including  checking,  savings,  certificates  of  deposit,  and  other
depository  services, commercial, industrial, residential real  estate
and consumer loan services, safekeeping services.

As  of  December  31, 2002, the Company had assets of $576.6  million,
loans of $378.0 million, deposits of $454.1 million, and stockholders'
equity   of  $58.1  million.   At  year  end,  the  Company  and   its
subsidiaries had a total of 252 employees, 26 of whom were part-time.

The   Company's   trade   area  is  Hampton  Roads,   which   includes
Williamsburg,  Poquoson, Newport News, Hampton,  Chesapeake,  Norfolk,
Virginia  Beach, Portsmouth and Suffolk.  The area also  includes  the
Isle of Wight, James City, Gloucester and Mathews counties.  According
to  the 2000 Hampton Roads Statistical Digest, there are more than 1.6
million  people  in  the  area with 30% of  all  jobs  linked  to  the
military.  The service industry, which employed approximately  194,000
in 1999, is the biggest provider of jobs in Hampton Roads.

The  banking industry is highly competitive in the Hampton Roads area.
There are approximately twenty commercial and savings banks conducting
business  in  the  area.   Six of these are  major  statewide  banking
organizations.

The  Bank  encounters competition for deposits and loans  from  banks,
saving  and loan associations, and credit unions in the area in  which
it  operates.  In addition, the Bank must compete for deposits in some
instances with nationally marketed money market funds, brokerage firms
and on-line or internet banks.

The  Company  and  its  subsidiaries are  subject  to  regulation  and
examination by the Federal Reserve Board ("the Board"), the Office  of
the  Comptroller  of  the Currency and the Federal  Deposit  Insurance
Corporation ("the FDIC").

As  a  bank  holding company within the meaning of  the  Bank  Holding

                                  -1-

Company Act of 1956, the Company is subject to the ongoing regulation,
supervision,  and  examination  by  the  Federal  Reserve  Board  (the
"Board").  The Company is required to file with the Board periodic and
annual  reports  and  other information concerning  its  own  business
operations  and those of its subsidiaries.  In addition,  prior  Board
approval must be obtained before the Company can acquire (i) ownership
or  control  of  any  voting shares of another  bank  if,  after  such
acquisition, it would control more than 5% of such shares, or (ii) all
or  substantially  all  of  the assets of another  bank  or  merge  or
consolidate with another bank holding company.  A bank holding company
is  prohibited  under  the  Bank Holding  Company  Act,  with  limited
exceptions, from engaging in activities other than those of banking or
of  managing  or  controlling  banks or  furnishing  services  to  its
subsidiaries.

Statistical Information

The  following  statistical information is furnished pursuant  to  the
requirements  of  Guide  3  (Statistical Disclosure  by  Bank  Holding
Companies) promulgated under the Securities Act of 1933.

I.  Distribution  of  Assets, Liabilities  and  Shareholders'  Equity;
Interest Rates and Interest Differential

The  following table presents the distribution of assets, liabilities,
and  shareholders'  equity by major categories  with  related  average
yields/rates.  In these balance sheets, nonaccrual loans are  included
in the daily average loans outstanding. The following table sets forth
a  summary  of  changes  in interest earned and paid  attributable  to
changes in volume and changes in yields/rates.

                                  -2-




                                                                              TABLE I
                                                    AVERAGE BALANCE SHEETS, NET INTEREST INCOME* AND RATES*
- -----------------------------------------------------------------------------------------------------------------------------------
For the years ended December 31,                2002                       2001                       2000
- -----------------------------------------------------------------------------------------------------------------------------------
Dollars in thousands                                          Average                       Average                       Average
                                                    Interest   Rates             Interest    Rates             Interest    Rates
                                           Average  Income/   Earned/   Average   Income/   Earned/   Average   Income/   Earned/
                                           Balance  Expense    Paid     Balance   Expense    Paid     Balance   Expense    Paid
- -----------------------------------------------------------------------------------------------------------------------------------

ASSETS
                                                                                               
Loans                                      $362,228  $ 27,320   7.54%   $332,097  $ 27,765   8.36%   $303,826  $ 26,625   8.76%
Investment securities:
  Taxable                                    84,867     4,279   5.04%     76,670     4,389   5.72%     71,148     4,383   6.16%
  Tax-exempt                                 49,097     3,540   7.21%     52,031     3,773   7.25%     54,726     4,090   7.47%
                                           --------  --------           --------  --------           --------  --------
   Total investment securities              133,964     7,819   5.84%    128,701     8,162   6.34%    125,874     8,473   6.73%
Federal funds sold                           16,120       250   1.55%     14,467       563   3.89%      3,099       211   6.81%
                                           --------  --------           --------  --------           --------- --------

  Total earning assets                      512,312    35,389   6.91%    475,265    36,490   7.68%    432,799    35,309   8.16%
Reserve for loan losses                      <4,304)                      (3,646)                      (3,394)
                                            --------                     --------                     --------
                                            508,008                      471,619                      429,405

Cash and due from banks                      11,478                        9,862                        9,424
Bank premises and equipment                  14,718                       15,715                       15,015
Other assets                                  8,980                        4,838                        5,759
                                           --------                     --------                     --------
Total assets                               $543,184                     $502,034                     $459,603
                                           ========                     ========                     ========


LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                               
Time and savings deposits:
 Interest-bearing transaction accounts     $  7,922  $     46   0.58%   $  6,559  $     88   1.34%   $  4,617  $    109   2.36%
 Money market deposit accounts              110,767     1,242   1.12%    100,577     2,159   2.15%     93,458     3,013   3.22%
 Savings accounts                            31,940       302   0.95%     28,864       536   1.86%     28,264       774   2.74%
 Certificates of deposit, $100,000 or more   56,048     1,991   3.55%     49,072     2,672   5.45%     35,241     2,051   5.82%
 Other certificates of deposit              142,591     6,306   4.42%    142,987     8,202   5.74%    136,792     7,863   5.75%
                                           --------  --------           --------  --------           --------  --------
  Total time and savings deposits           349,268     9,887   2.83%    328,059    13,657   4.16%    298,372    13,810   4.63%

Federal funds purchased, securities sold
 under agreement to repurchase & FHLB
 advances                                    52,274     2,038   3.90%     51,253     2,425   4.73%     48,922     2,769   5.66%
Other short term borrowings                   2,172        31   1.43%      2,158        73   3.38%      1,982       127   6.41%
                                           --------  --------           --------  --------           --------  --------
 Total interest bearing liabilities         403,714    11,956   2.96%    381,470    16,155   4.23%    349,276    16,706   4.78%
Demand deposits                              82,028                       68,516                       65,169
Other liabilities                             2,363                        2,327                        1,900
                                           --------                     --------                     --------
 Total liabilities                          488,105                      452,313                      416,345
Stockholders' equity                         55,079                       49,721                       43,258
                                           --------                     --------                     --------
Total Liabilbities and Stockholders Equity $543,184                     $502,034                     $459,603
                                           ========                     ========                     ========
Net interest income/yield                            $ 23,433   4.57%             $ 20,335   4.28%             $ 18,603   4.30%
                                                     ========                     ========                     ========
Total deposits                             $431,296                     $396,575                     $363,541
                                           ========                     ========                     ========

*Computed on a fully taxable equivalent basis using a 34% rate



                                                                 -3-


The following table sets forth a summary of changes in interest earned and
paid attributable to changes in volume and changes in yields/rates.
<table>


                                                                              TABLE II
                                                                 ANALYSIS OF CHANGE IN NET INTEREST INCOME *
- -----------------------------------------------------------------------------------------------------------------------------------
                                        Year  2002 over 2001           Year  2001 over 2000           Year  2000 over 1999
                                        Due to change in:              Due to change in:              Due to change in:
                                                            Net                            Net                            Net
                                        Average  Average  Increase     Average  Average  Increase     Average  Average  Increase
Dollars in Thousands                    Volume   Rate    (Decrease)    Volume   Rate    (Decrease)    Volume   Rate    (Decrease)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                             
INCOME FROM EARNING ASSETS
 Loans                                  $ 2,519  $(2,964) $  (445)     $ 2,477  $(1,337) $  1,140     $ 3,740  $ 1,091  $  4,831
Investment Securities:
Taxable                                     469     (579)    (110)         340     (334)        6        (533)      69      (464)
Tax-exempt                                 (213)     (20)    (233)        (201)    (116)     (317)        (88)      88         -
                                        -------  -------  --------     -------  -------  --------     -------  -------  --------
 Total investment securities                256     (599)    (343)         139     (450)     (311)       (621)     157      (464)

Federal funds sold                           64     (377)    (313)         774     (422)      352         (55)      47        (8)
                                        -------- -------  ---------    -------- -------- ---------    -------  -------- --------
                                          2,840   (3,941)  (1,101)       3,389   (2,208)    1,181       3,065    1,294     4,359

                                                                                             
INTEREST EXPENSE
Interest bearing transaction accounts        18      (60)     (42)          46      (67)      (21)         15        -        15
Money market deposit accounts               219   (1,136)    (917)         230   (1,084)     (854)        (44)     120        76
Savings accounts                             57     (291)    (234)          16     (254)     (238)          9        -         9
Certificate of deposits, $100,000
 or more                                    380   (1,061)    (681)         805     (184)      621         228      115       343
Other certificates of deposit               (23)  (1,873)  (1,896)         356      (17)      339         219      599       818
                                        -------- -------- --------     -------- -------- ---------    -------- -------- --------
 Total time and savings deposits            651   (4,421)  (3,770)       1,453   (1,606)     (153)        428      833     1,261

Federal funds purchased, securities
 sold under agreement to repurchase
 and FHLB advances                           48     (435)     (387)        132     (476)     (344)        987      549     1,536
Other short-term borrowings                   -      (42)      (42)         11      (65)      (54)         14       30        44
                                        -------- -------- --------     -------- -------- ---------    -------- -------- --------
Total expense for interest bearing
 liabilities                                700   (4,899)   (4,199)      1,596   (2,147)     (551)      1,429    1,412     2,841

Change in Net Interest Income           $ 2,140  $   958  $  3,098     $ 1,793  $   (61) $  1,732     $ 1,636  $  (118) $  1,518

* Computed on a fully taxable equvilent basis using a 34% rate.

                                                            -4-


Interest  Sensitivity
- ---------------------
The following table reflects the earlier of the maturity or repricing data for various assets and liabilities as of
December 31, 2001

               TABLE III
     INTEREST SENSITIVITY ANALYSIS
- ----------------------------------------------------------------------------------------------------------------
As of December 31, 2002                      Within          4-12            1-5          Over 5
Dollars in thousands                         3 Months        Months          Years         Years        Total
- ----------------------------------------------------------------------------------------------------------------

                                                                                       
Uses of funds

Federal funds sold.....................     $   8,710      $       -      $       -      $      -     $   8,710
Taxable investments....................        18,049         11,218         74,601         1,223       105,091
Tax-exempt investments.................           201            208         14,257        36,247        50,913
                                            _________      _________      _________      ________     _________
 Total investments.....................        26,960         11,426         88,858        37,470       164,714


Loans:
                                                                                       
 Commercial............................        22,554          1,783         22,427         1,041        47,805
 Tax-exempt............................           280              -              -         2,686         2,966
 Consumer   ...........................         5,638          2,914         66,371        13,121        88,044
 Real estate...........................        53,075         17,562        114,735        49,396       234,768
 Other.................................           951             39          3,067           321         4,378
                                            _________      _________     __________      ________     _________
Total loans............................        82,498         22,298        206,600        66,565       377,961
                                            _________      _________     __________      ________     _________
Total earning assets...................     $ 109,458      $  33,724     $  295,458      $104,035     $ 542,675


Sources of funds
                                                                                       
Interest checking deposits.............        11,119              -              -             -        11,119
Money market deposit accounts..........       113,506              -              -             -       113,506
Regular savings accounts...............        34,452              -              -             -        34,452
Certificates of deposit
 $100,000 or more......................        12,527         21,127         19,791             -        53,445
Other time deposits....................        19,882         58,047         72,959            21       150,909
Federal funds purchased, securities
 sold under agreements to repurchase
 & FHLB advances.......................        21,283              -          5,000        30,000        56,283
Other borrowed money...................         6,000              -              -             -         6,000
                                            _________      _________     __________      ________     _________
Total interest bearing liabilities.....     $ 218,769      $  79,174     $   97,750      $ 30,021     $ 425,714


Rate sensitivity GAP...................     $(109,311)     $ (45,450)    $  197,708      $ 74,014     $ 116,961

Cumulative GAP.........................     $(109,311)     $(154,761)    $   42,947      $116,961


                                                          -5-

The  Company  was liability sensitive as of December 31, 2002   There
were $109 million more in liabilities than assets subject to repricing
within  three  months.   This generally indicates  that  net  interest
income  should  improve if interest rates fall since liabilities  will
reprice faster than assets.

It should be noted, however, that savings deposits; which consist of
interest bearing transactions accounts, money market accounts, and
savings accounts; are less interest sensitive  than  other  market
driven deposits.  In a rising rate environment these deposit rates have
historically lagged behind the changes in earning asset rates, thus
mitigating somewhat the impact from the liability sensitivity position.

II. Investment Portfolio

Note 2 of the Notes to Financial Statements found in Item 8. Financial
Statements and Supplementary Data of this Report on Form 10K  presents
the  book  and  market  value of investment securities  on  the  dates
indicated.

The  following table shows, by type and maturity, the book  value  and
weighted average yields of investment securities at December 31, 2002.



                                                 TABLE IV
                                 INVESTMENT SECURITY MATURITIES & YIELDS

- ----------------------------------------------------------------------------------------------------
                                       U.S.Govt/Agency        State/Municipal         Total
                                       Book    Weighted      Book    Weighted     Book    Weighted
                                       Value   Average       Value   Average      Value   Average
Dollars in Thousands                            Yield                 Yield                Yield
- ----------------------------------------------------------------------------------------------------

                                                                          
December 31, 2002
 Maturities:
  Within 1 year                        $26,172   4.93%     $   405   6.85%       $ 26,577   4.96%
  After 1 year, but within 5 years      73,815   4.02%      13,435   6.99%         87,250   4.47%
  After 5 years, but within 10 years         -   0.00%      26,328   6.74%         26,328   6.74%
  After 10 years                             -   0.00%       9,116   6.48%          9,116   6.48%
TOTAL                                  $99,986   4.25%     $49,285   6.76%       $149,271   5.08%

December 31, 2001                      $80,013   5.49%     $52,041   6.81%       $132,054   6.01%
December 31, 2000                      $63,238   6.03%     $54,435   6.83%       $117,673   6.40%


Yields are calculated on a fully tax equivalent basis using a 34% rate.

At  December  31,  2002, the book value of other marketable  equity
securities  with  no stated maturity totaled $3.1 million  with  an
weighted average yield of 3.66%.  These securities consisted of
Federal  Home  Loan  Bank  stock of $1.8  million  yielding  5.17%,
Federal Reserve stock of $169 thousand yielding 6.00%, money market
fund  of $1.0 million yielding 1.26% and other securities  of $150
thousand.   The book value of other marketable securities  with  no
stated  maturity  totaled $3.2 million, yielding 4.66%;  and  $5.7
million,   yielding  6.37%;  at  December  31,   2001,   and   2000
respectively.

                                  -6-

III. Loan Portfolio

The  following table shows a breakdown of total loans  by  type  at
December 31 for years 1998 through 2002:



                                                     TABLE V
                                                      LOANS
- ---------------------------------------------------------------------------------------
As of December 31,                   2002      2001      2000      1999      1998
Dollars in thousands
- ---------------------------------------------------------------------------------------
                                                           
Commercial and other              $ 52,183  $ 51,608  $ 62,181  $ 62,257  $ 53,793
Real Estate Construction            29,822    27,056    15,219    11,461     5,418
Real Estate Mortgage               204,946   177,237   155,367   140,004   116,635
Tax Exempt                           2,966     2,957     3,314     2,747     1,401
Installment Loans to Individuals    88,044    87,625    83,829    65,178    58,618
                                  --------  --------  --------  --------  --------
  Total                           $377,961  $346,483  $319,910  $281,647  $235,865
                                  ========  ========  ========  ========  ========

Based  on Standard Industry Code, there are no categories of  loans
which exceed 10% of total loans other than the categories disclosed
in the preceding table.

The   maturity  distribution  and  rate  sensitivity   of   certain
categories  of the Bank's loan portfolio at December  31,  2002  is
presented below:


          TABLE VI
MATURITY SCHEDULE OF SELECTED LOANS


- ------------------------------------------------------------------------------------------
December 31, 2002                     One year   One through   Over five
Dollars in thousands                  or less     five years     years        Total
- ------------------------------------------------------------------------------------------

                                                                 
Commercial and other                 $  25,327     $ 25,494     $  1,362     $52,183
Real estate construction                24,674        5,148            -      29,822
                                     ---------     --------     --------     -------
  Total                              $  50,001     $ 30,642     $  1,362     $82,006


                                                                 
Loans maturing after one year with:
Fixed interest rate                                $ 30,642     $  1,362     $32,004
Variable interest rate                             $      -     $      -     $     -


                                  -7-

The  following table presents information concerning the  aggregate
amount  of  nonaccrual,  past  due and  restructured  loans  as  of
December 31 for the years 1998 through 2002.



                                                            TABLE VII
                                         NONACCRUAL, PAST DUE AND RESTRUCTURED LOANS
- --------------------------------------------------------------------------------------
As of December 31,                           2002    2001    2000    1999    1998
Dollars in thousands
- --------------------------------------------------------------------------------------

                                                             
Nonaccrual loans                            $  314  $  351  $   37  $  514  $  253
Accruing loans past due
 90 days or more                               608     450     470   1,351     641

Restructured loans                            none    none    none    none    none

Interest income which would have been
 recorded under original loan terms             49      41      25      49      52

Interest income recorded during the period      16      83       9      68     123


Loans are placed in nonaccrual status if principal or interest  has
been  in  default  for  a  period of 90 days  or  more  unless  the
obligation  is both well secured and in the process of  collection.
A  debt is "well secured" if it is secured (i) by collateral in the
form of liens on or pledges of real or personal property, including
securities,  that have a realizable value sufficient  to  discharge
the  debt  in  full  or  (ii)  by the  guaranty  of  a  financially
responsible  party.  A debt is "in the process  of  collection"  if
collection  of the debt is proceeding in due course either  through
legal  action,  including judgment enforcement procedures,  or,  in
appropriate circumstances, through collection efforts not involving
legal  action which are reasonably expected to result in  repayment
of the debt or in its restoration to a current status.

Potential problem loans consist of loans that, because of potential
credit  problems of the borrowers, have caused management  to  have
serious  doubts as to the ability of such borrowers to comply  with
the loan repayment terms.  At December 31, 2002 such problem loans,
not  included in Table VII, amounted to approximately $3.3 million.
There was one relationship in excess  of  $500  thousand.

IV. Summary of Loan Loss Experience

The  determination of the balance of the Allowance for Loan  Losses
is  based  upon  a  review and analysis of the loan  portfolio  and
reflects an amount which, in management's judgment, is adequate  to
provide  for possible future losses.  Management's review  includes
monthly  analysis  of past due and nonaccrual  loans  and  detailed
periodic loan by loan analyses.

The principal factors considered by management in determining the
adequacy of the allowance are the growth and composition of the
loan portfolio, historical loss experience, the level of
nonperforming loans, economic conditions, the value and adequacy of
collateral, and the current level of the allowance.

                                  -8-

The following table shows an analysis of the Allowance for Loan
Losses for the years 1998 through 2002.


                                    TABLE VIII
                     ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

- --------------------------------------------------------------------------------------------------------------
For the year ended December 31,                         2002       2001        2000        1999        1998
Dollars in thousands
- --------------------------------------------------------------------------------------------------------------

                                                                                      
Balance at beginning of period                       $   3,894   $   3,649   $   3,111   $   2,855   $   2,671

Charge Offs:
Commercial, financial and agricultural                     545         680         266         138         296
Real estate construction                                     8           -           -           -           -
Real estate mortgage                                        98          19           -          74          87
Consumer loans                                             761         724         486         581         564
Other loans                                                  -          36           -           -           -
                                                     ---------   ---------   ---------   ---------   ---------
  Total charge offs                                      1,412       1,459         752         793         947


                                                                                      
Recoveries:
Commercial, financial and agricultural                      90         222         418         104         139
Real estate construction                                     -           -           -           -           -
Real estate mortgage                                         5          21           3           1          25
Consumer loans                                             288         256         244         294         317
Other loans                                                  -           5           -           -           -
                                                     ---------   ---------   ---------   ---------   ---------
  Total recoveries                                         383         504         665         399         481

Net charge offs                                          1,029         955          87         394         466

Additions charged to operations                          1,700       1,200         625         650         650
                                                     ---------   ---------   ---------   ---------   ---------
Balance at end of period                             $   4,565   $   3,894   $   3,649   $   3,111   $   2,855


                                                                                      
Selected loan loss statistics
Loans (net of unearned income):
  End of period                                      $ 377,961   $ 346,483   $ 319,910   $ 281,647   $ 235,865
  Daily average                                      $ 362,228   $ 332,097   $ 303,826   $ 259,320   $ 226,908

Net charge offs to average total loans                   0.28%       0.29%       0.03%       0.15%       0.21%
Provision for loan losses to average total loans         0.47%       0.36%       0.21%       0.25%       0.29%
Provision for loan losses to net charge offs           165.21%     125.65%     718.39%     164.97%     139.48%
Allowance for loan losses to period end loans            1.21%       1.12%       1.14%       1.10%       1.21%
Earnings to loan loss coverage*                          10.70        9.05       80.06       16.97       14.64

* Income before taxes plus provision for loan losses, divided by net charge-offs.

                                  -9-

The  following table shows the amount of the Allowance for Loan Losses
allocated  to each category at December 31 for the years 1998 through
2002.


                                                              TABLE IX
                                           ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

- -----------------------------------------------------------------------------------------------------------------------------------
As of December 31,                   2002                 2001                2000                 1999                 1998
                                    Percent              Percent             Percent              Percent              Percent
                                    of loans             of loans            of loans             of loans             of loans
                                    in Each              in Each             in Each              in Each              in Each
                                  Category to          Category to          Category to          Category to          Category to
                          Amount  Total Loans  Amount  Total Loans  Amount  Total Loans  Amount  Total Loans  Amount  Total Loans
- -----------------------------------------------------------------------------------------------------------------------------------
                       <c>        <c>       <c>        <c>       <c>        <c>       <c>        <c>       <c>         <c>
Commercial and other      $  781      14.59%   $  667      15.75%   $  742      20.47%   $  828      23.08%   $  656      27.92%
Real Estate Construction     149       7.89%      119       7.81%       49       4.76%       40       4.07%       17       2.30%
Real Estate Mortgage       1,362      54.22%      791      51.15%      212      48.57%      195      49.71%      203      44.64%
Consumer                   1,135      23.29%      921      25.29%      519      26.20%      414      23.14%      370      25.14%
Unallocated                1,138          -     1,396          -     2,127          -     1,634          -     1,609          -
                          ------     -------   ------     -------   ------     -------   ------     -------   ------     -------
Total                     $4,565     100.00%   $3,849     100.00%   $3,649     100.00%   $3,111     100.00%   $2,855     100.00%


V. Deposits

The following table shows the average balances and average rates paid on
deposits for the years ended December 31, 2002, 2001 and 2000.


                                                                 TABLE X
                                                                 DEPOSITS

- ---------------------------------------------------------------------------------------------------
For the year ended December 31,                  2002              2001              2000

                                           Average  Average   Average  Average   Average  Average
Dollars in thousands                       Balance   Rate     Balance   Rate     Balance   Rate
- ---------------------------------------------------------------------------------------------------

                                                                        
Interest bearing transaction accounts     $  7,922  0.58%   $  6,559  1.34%   $  4,617   2.36%
Money market deposit accounts              110,767  1.12%    100,577  2.15%     93,458   3.22%
Savings accounts                            31,940  0.95%     28,864  1.86%     28,264   2.74%
Certificate of deposit, $100,000 or more    56,048  3.55%     49,072  5.45%     35,241   5.82%
Other certificate of deposit               142,591  4.42%    142,987  5.74%    136,792   5.75%
                                          --------          --------          --------
Total interest bearing deposits            349,268  2.83%    328,059  4.16%    298,372   4.63%
Non-interest bearing demand deposits        82,028            68,516            65,169
                                          --------          --------          --------
Total deposits                            $431,296          $396,575          $363,541
                                          ========          ========          ========

                                  -10-

The  following table shows certificates of deposit in amounts  of
$100,000 or more as of December 31, 2002, 2001, and 2000 by  time
remaining until maturity.

                        TABLE XI
         CERTIFICATE OF DEPOSIT $100,000 & MORE
- --------------------------------------------------------
Dollars in thousands      2002       2001       2000
Maturing in
- --------------------------------------------------------

3 months or less        $ 12,527   $  8,445   $  7,634
3 through 6 months        10,080     13,397      5,443
6 through 12 months       11,047     11,427     14,635
over 12 months            19,791     12,535     12,665
                        --------   --------   --------
                        $ 53,445   $ 45,804   $ 40,377


VI. Return on Equity and Assets

The  return  on average shareholders' equity and assets, the  dividend
pay  out ratio, and the average equity to average assets ratio for the
past three years are presented below.


                                       2002      2001      2000
                                      ------    ------    ------
   Return   on   average   assets      1.30%     1.14%     1.12%
   Return on average equity           12.80%    11.48%    11.87%
   Dividend payout ratio              25.19%    28.17%    29.23%
   Average equity to average assets   10.14%     9.90%     9.41%


                                  -11-
<page>
VII. Short Term Borrowings

The  Bank  periodically borrowed funds through federal funds from  its
correspondent  banks, through the use of a demand note to  the  United
States   Treasury  (Treasury  Tax  and  Loan  Deposits),  and  through
securities  sold  under  agreements  to  repurchase.   The  borrowings
matured  daily  and  were based on daily cash flow requirements.   The
borrowed  amounts (in thousands) and their corresponding rates  during
2002, 2001, and 2000 are presented in the following table.




                                      TABLE XII
                                     SHORT TERM BORROWINGS
- -----------------------------------------------------------------------------------------
                                            2002             2001               2000
Dollars in thousands                  Balance   Rate   Balance   Rate     Balance Rate
- -----------------------------------------------------------------------------------------
                                                                
Balance at December 31,
Federal funds purchased               $      -  0.00%  $      -  0.00%         -  0.00%
Securities sold under agreement
 to repurchase                          21,283  1.13%    28,321  1.67%    27,038  5.20%
U. S. treasury demand notes
 and other borrowed money                6,000  1.00%       369  1.50%     2,089  6.25%
                                      --------         --------         --------
Total                                 $ 27,283         $ 28,690         $ 29,127


Average daily balance outstanding:
                                                                
Federal funds purchased               $      1  2.16%  $      1  2.49%  $  1,495  6.46%
Securities sold under agreement
 to repurchase                          25,475  1.50%    26,252  3.38%    24,511  5.10%
U. S. treasury demand notes
 and other borrowed money                2,172  1.43%     2,158  3.38%     1,982  6.41%
                                      --------         --------         --------
Total                                 $ 27,648  4.65%  $ 28,411  4.65%  $ 27,988  4.55%


The maximum amount outstanding
 at any month end:
                                                               
Federal funds purchased               $      -         $      -         $ 10,000
Securities sold under agreement
 to repurchase                        $ 26,098         $ 28,546         $ 28,530
U. S. treasury demand notes
 and other borrowed money             $  6,000         $  6,165         $  6,397


                                         -12-

Item  2. Description of Property
The  Bank  owns  the  Main Office, five office  buildings,  and  nine
branches.  All of the above properties are owned directly and free of
any encumbrances.  The land at the Fort Monroe branch is leased by the
Bank  under an agreement expiring in October 2011. The remaining  four
branches are leased from unrelated parties under leases with  renewal
options which expire anywhere from 10-15 years.

For  more information concerning the commitments under current leasing
agreements,  see Note 10. Lease Commitments of the Notes to  Financial
Statements  found  in Item 8. Financial Statements  and  Supplementary
Data of this Report on Form 10K.  Additional information on Other Real
Estate  Owned can be found in Note 6. Other Real Estate Owned  of  the
Notes  to  Financial Statements found in Item 8. Financial  Statements
and Supplementary Data of this Report on Form 10K.

Item  3. Legal Proceedings
The  Company  is not a party to any material pending legal proceedings
before any court, administrative agency, or other tribunal.

Item  4. Submission of Matters to a Vote of Security Holders

There  were no matters submitted to a vote of security holders  during
the quarter ended December 31, 2002.


                                Part II


Item  5. Market for Common Equity And Related Stockholder Matters

Beginning in 2000 the common stock of Old Point Financial Corporation
was quoted on the Nasdaq SmallCap under the symbol "OPOF".  The
approximate number of shareholders of record as of December 31, 2002
was 1,354.  The range of high and low prices and dividends per share
of the Company's common stock for each quarter during 2002 and 2001 is
presented in Part I. Item 7. of this Annual Report on Form 10-K.
Additional information related to stockholder matters can be found in
Note 15. Regulatory Matters  of the Notes to Financial Statements
found in Item 8. Financial Statements and Supplementary Data of this
Report on Form 10K.
                                  -13-


Item  6. Selected Financial Data

The  following table summarizes the Company's performance for the past
five years.


                                                                                      TABLE XIII
                                                                              SELECTED FINANCIAL HIGHLIGHTS

- ------------------------------------------------------------------------------------------------------------------------------
Years Ended December 31,                                  2002        2001       2000        1999        1998
- ------------------------------------------------------------------------------------------------------------------------------
                                                           (Dollars in Thousands except per share data)
                                                                                       
RESULTS OF OPERATIONS
Interest income...................................... $  34,112   $  35,108   $  33,644   $  29,483   $  27,805
Interest expense.....................................    11,956      16,156      16,707      13,862      12,700
                                                      ---------   ---------   ---------   ---------   ---------
Net interest income..................................    22,156      18,952      16,937      15,621      15,105
Provision for loan loss..............................     1,700       1,200         625         650         650          600
                                                      ---------   ---------   ---------   ---------   ---------
Net interest income after provision for loan loss...     20,456      17,752      16,312      14,971      14,455
Gains (losses) on sales of investment securities.....        14          (1)         44         (54)          -
Noninterest income...................................     7,128       6,543       5,641       5,440       4,911
Noninterest expenses.................................    18,291      16,850      15,657      14,320      13,193
                                                      ---------   ---------   ---------   ---------   ---------
Income before taxes..................................     9,307       7,444       6,340       6,037       6,173
Income taxes ........................................     2,256       1,734       1,207       1,215       1,537
                                                      ---------   ---------   ---------   ---------   ---------
Net income........................................... $   7,051   $   5,710   $   5,133   $   4,822   $   4,636


                                                                                       
FINANCIAL CONDITION

Total assets......................................... $ 576,623   $ 518,759   $ 477,096   $ 436,294   $ 404,118
Total deposits.......................................   454,052     412,303     374,779     360,918     343,413
Total loans..........................................   377,961     346,483     319,910     281,647     235,865
Stockholders' equity.................................    58,116      50,912      46,497      40,814      40,013
Average assets.......................................   543,184     502,035     459,603     423,681     380,756
Average equity.......................................    55,079      49,721      43,258      40,840      38,526


                                                                                           
PERTINENT RATIOS
Return on average assets.............................      1.30%       1.14%       1.12%       1.14%       1.22%
Return on average equity.............................     12.80%      11.48%      11.87%      11.81%      12.03%
Dividends paid as a percent of net income............     25.19%      28.17%      29.23%      28.89%      26.62%
Average equity as a percent of average assets........     10.14%       9.90%       9.41%       9.64%      10.12%


                                                                                        
PER SHARE DATA

Basic EPS............................................ $    1.80    $   1.47    $   1.32    $   1.25   $    1.20
Cash dividends declared..............................     0.453       0.413       0.387       0.360       0.320
Book value...........................................     14.76       13.06       11.97       10.53       10.36



                                                                                           
GROWTH RATES

Year end assets......................................     11.15%       8.73%       9.35%       7.96%      15.90%
Year end deposits....................................     10.13%      10.01%       3.84%       5.10%      19.61%
Year end loans.......................................      9.09%       8.31%      13.59%      19.41%       6.37%
Year end equity......................................     14.15%       9.50%      13.92%       2.00%      10.13%
Average assets.......................................      8.20%       9.23%       8.48%      11.27%      14.63%
Average equity.......................................     10.78%      14.94%       5.92%       6.01%      11.94%
Net income...........................................     23.49%      11.24%       6.45%       4.01%      13.35%
Cash dividends declared..............................      9.69%       6.72%       7.50%      12.50%      17.22%
Book value...........................................     13.07%       9.11%      13.60%       1.69%       9.74%


                                                                -14-

Item  7.   Management's Discussion and Analysis of Financial
Condition and Results of Operations

      The following discussion is intended to assist readers
in  understanding and evaluating the consolidated results of
operations  and  financial condition of the  Company.   This
discussion should be read in conjunction with the  financial
statements   and   other  financial  information   contained
elsewhere in this report.  The analysis attempts to identify
trends and material changes which occurred during the period
presented.

EARNINGS SUMMARY
   Net  income was $7.05 million, or $1.80 per share in 2002
compared  to $5.71 million, or $1.47 per share in  2001  and
$5.13  million,  or  $1.32 per share  in  2000.   Return  on
average assets was 1.30% in 2002, 1.14% in 2001 and 1.12% in
2000.   Return on average equity was 12.80% in 2002,  11.48%
in  2001 and 11.87% in 2000.  For the past five years return
on  average assets has averaged 1.18% and return on  average
equity  has  averaged 12.00%.  Selected Financial Highlights
summarizes  the  Company's performance  for  the  past  five
years.

NET INTEREST INCOME
     The principal source of earnings for the Company is net
interest  income.   Net interest income  is  the  difference
between  interest and fees generated by earning  assets  and
interest expense paid to fund them.  Net interest income, on
a tax equivalent basis, was $23.43 million in 2002, up $3.09
million,  or  15% from $20.34 million in 2001 which  was  up
$1.74  million,  or  9% from $18.60 million  in  2000.   Net
interest income is affected by variations in interest  rates
and  the  volume  and  mix of earning assets  and  interest-
bearing  liabilities.  The net interest yield  increased  to
4.57%  in 2002 from 4.28% in 2001, which was down from 4.30%
in 2000.

     Tax equivalent interest income decreased $1.10 million,
or 3%, in 2002.  Average earning assets grew $37.05 million,
or 8%.  Total average loans increased $30.13 million, or 9%,
while average investment securities increased $5.26 million,
or  4%.   The yield on earning assets decreased in  2002  by
seventy-seven  basis  points  primarily  due  to   declining
interest rates.

      Interest  expense decreased $4.20 million or  26%,  in
2002  while  interest bearing liabilities  increased  6%  in
2002.  The cost of funding liabilities decreased one hundred
twenty-seven basis points.  The market experienced one  rate
reduction by the Federal Reserve in 2002.  The asset pricing
did  not experience as large of a reduction in rates as  did
the liability pricing.

PROVISION/ALLOWANCE FOR LOAN LOSSES
      Provision for loan losses is a charge against earnings
necessary  to maintain the allowance for loan  losses  at  a
level  consistent with management's evaluation of  the  loan
portfolio.  The provision increased to $1.70 million in 2002
and  was  $1.20 million in 2001 and $625 thousand  in  2000.
The  increase was due to an increase in the net charge  offs
from 2002 as detailed in the next paragraph.

     Loans charged off during 2002 totaled $1.41 million
compared to $1.46 million in 2001 and $752 thousand in 2000.
Recoveries amounted to $383 thousand in 2002, $504 thousand
in 2001 and $665 thousand in 2000.

                              -15-
<page>
PROVISION/ALLOWANCE FOR LOAN LOSSES (cont)

The  Company's net loans charged off to year-end loans  were
0.27%  in  2002,  0.28% in 2001, and  0.03%  in  2000.   The
allowance  for  loan  losses, as a  percentage  of  year-end
loans, was 1.21% in 2002, 1.12% in 2001, and 1.14% in 2000.

   As  of December 31, 2002, nonperforming assets were $1.14
million,   down   from  $1.35  million  at  year-end   2001.
Nonperforming  assets consist of loans in nonaccrual  status
and  other real estate.  The 2002 total consisted  of  other
real estate of $830 thousand and $314 thousand in nonaccrual
loans.   The other real estate consists of $165 thousand  in
commercial  property  originally  acquired  as  a  potential
branch  site  and  now held for sale and  $665  thousand  in
foreclosed  properties.  Nonaccrual loans consisted  of  $53
thousand   in  real  estate  loans  and  $261  thousand   in
commercial  loans.  Loans still accruing interest  but  past
due  90  days  or  more  increased to $608  thousand  as  of
December  31, 2002 compared to $450 thousand as of  December
31, 2001.

   The allowance for loan losses is analyzed for adequacy on
a  quarterly  basis  to  determine the  required  amount  of
provision  for  loan  losses.   A  loan-by-loan  review   is
conducted  on  all  significant  classified  commercial  and
mortgage  loans.  Inherent losses on these individual  loans
are  determined  and  an  allocation  of  the  allowance  is
provided.   Smaller  nonclassified commercial  and  mortgage
loans  and  all  consumer loans are grouped  by  homogeneous
pools  with an allocation assigned to each pool based on  an
analysis  of  historical  loss and  delinquency  experience,
trends,  economic  conditions, underwriting  standards,  and
other factors.

OTHER INCOME
   Other income increased $600 thousand, or 9% in 2002  from
2001  compared to an increase of $857 thousand,  or  15%  in
2001 from 2000.  The growth in other income is attributed to
higher  mortgage  brokerage  income  and  Bank  Owned   Life
Insurance income.  In 2002 there was an increase in mortgage
brokerage income of $158 thousand over 2001 due to increases
in  the  volume of mortgages originated and sold.  In  2002,
the  Company purchased Bank Owned Life Insurance  (BOLI)  on
certain officers and generated $332 thousand in revenue.

OTHER EXPENSES
   Other expenses increased $1.44 million or 9% in 2002 over
2001  after increasing 8% in 2001 from 2000.  Salary expense
increased  by  10%  as  a  result of  normal  yearly  salary
increases   and  the  addition  of  several  new  management
positions  within  the  Company.  Other  operating  expenses
increased $390 thousand or 10%.  Foreclosed property expense
increased $93 thousand over 2001.  Repossessed asset expense
increased $99 thousand over 2001.  Data processing  expenses
increased   $59   thousand  over  2001  due   to   continued
technological advances.

ASSETS
   At  December  31, 2002, the Company had total  assets  of
$576.6  million, up 11% from $518.8 million at December  31,
2001.   Average assets in 2002 were $543.2 million  compared
to $502.0 million in 2001.  The growth in assets in 2002 was
due  to  the increase in investments, which were up 15%  and
federal funds sold, which were up 74% in 2002.

                              -16-
<page>
LOANS
   Total  loans as of December 31, 2002 were $378.0 million,
up 9% from $346.5 million at December 31, 2001.  The Company
realized  significant growth in the real estate category  of
loans.   Footnote 3 of the financial statements details  the
loan volume by category for the past two years.


INVESTMENT SECURITIES
   At  December  31, 2002 total investment  securities  were
$156.0  million, up 15% from $136.0 million on December  31,
2001.   The goal of the Company is to provide maximum return
on  the  investment portfolio within the  framework  of  its
asset/liability   objectives.   These   objectives   include
managing   interest  sensitivity,  liquidity  and   pledging
requirements.

DEPOSITS
   At  December 31, 2002, total deposits amounted to  $454.1
million,  up 10% from $412.3 million on December  31,  2001.
Non-interest  bearing deposits increased $10.6  million,  or
13%, at year-end 2002 over 2001.  Savings deposits increased
$18.2
  million,  or  13%,  in  2002 over 2001.   Certificates  of
Deposit increased $12.9 million or 7% in 2002 over 2001.


STOCKHOLDERS' EQUITY
   Total  stockholders' equity as of December 31,  2002  was
$58.1  million,  up 14% from $50.9 million on  December  31,
2001.   The Company is required to maintain minimum  amounts
of   capital   under   banking   regulations.    Under   the
regulations, Total Capital is composed of core capital (Tier
1)  and  supplemental  capital (Tier  2).   Tier  1  capital
consists of common stockholders' equity less goodwill.  Tier
2   capital  consists  of  certain  qualifying  debt  and  a
qualifying  portion of the allowance for loan  losses.   The
following  is a summary of the Company's capital ratios  for
2002, 2001 and 2000.

- -------------------------------------------------------
                  2002            2002    2001    2000
                  Regulatory
                  Requirements
- -------------------------------------------------------
Tier 1            4.00%          13.91%  13.97%  13.77%
Total Capital     8.00%          15.12%  15.05%  14.85%
Tier 1 Leverage   3.00%           9.79%   9.77%   9.71%
- -------------------------------------------------------

      Year-end  book value was $14.76 in 2002 and $13.06  in
2001.   Cash dividends were $1.8 million, or $.453 per share
in  2002 and $1.6 million, or $.413 per share in 2001.   The
common stock of the Company has not been extensively traded.
The  table  below shows the high and low closing prices  for
each quarter of 2002 and 2001.   The stock is quoted on  the
Nasdaq  Small  Cap under the symbol "OPOF"  and  the  prices
below  are  based  on trade information.   There  were  1354
stockholders of the Company as of December 31,  2002.   This
stockholder  count  does not include stockholders  who  hold
their stock in a nominee registration.  The following  is  a
summary of the dividends paid and market price on Old  Point
Financial Corporation common stock for 2002 and 2001.

                              -17-
<page>
- ----------------------------------------------------------------------
                          2002                        2001
- ----------------------------------------------------------------------
                            Market Value                Market Value
                Dividend     High   Low     Dividend     High  Low
- ----------------------------------------------------------------------
1st Quarter      $ 0.106   $19.88  $18.07    $ 0.10    $15.04  $11.333
2nd Quarter      $ 0.107   $22.73  $20.00    $ 0.10    $15.066 $13.333
3rd Quarter      $ 0.12    $22.87  $20.80    $ 0.106   $17.333 $14.566
4th Quarter      $ 0.12    $24.54  $21.37    $ 0.107   $19.333 $16.166
- ----------------------------------------------------------------------

LIQUIDITY
   Liquidity  is the ability of the Company to meet  present
and future obligations through the acquisition of additional
liabilities   or   sale  of  existing  assets.    Management
considers  the  liquidity  of the Company  to  be  adequate.
Sufficient  assets are maintained on a short-term  basis  to
meet  the  liquidity demands anticipated by Management.   In
addition, secondary sources are available through the use of
borrowed funds if the need should arise.

EFFECTS OF INFLATION
  Management believes that the key to achieving satisfactory
performance in an inflationary environment is its ability to
maintain  or improve its net interest margin and to generate
additional fee income.  The Company's policy of investing in
and  funding  with interest-sensitive assets and liabilities
is  intended  to  reduce the risks inherent  in  a  volatile
inflationary economy.


Item 8.  Financial Statements and Supplementary Data

The  consolidated financial statements and related footnotes
of the company are presented below followed by the financial
statements of the parent.

The following are the summarized financial statements of the
Company.

                              -18-

Independent Auditors Report
To the Board of Directors
Old Point Financial Corporation
Hampton, Virginia


We have audited the accompanying consolidated balance sheets
of Old Point Financial Corporation and subsidiaries as of
December 31, 2002 and 2001, and the related consolidated
statements of income, cash flows and changes in
stockholder's equity for each of the years in the three-year
period ended December 31, 2002.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing
standards generally accepted in the United States of
America.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above, present fairly, in all material respects,
the consolidated financial position of Old Point Financial
Corporation and subsidiaries as of December 31, 2002 and
2001, and the consolidated results of their operations and
cash flows for each of the years in the three-year period
ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of
America.






Eggleston Smith P.C.


February 13, 2003
Newport News

                                            -19-



CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------------
December 31,                                                     2002        2001
- -------------------------------------------------------------------------------------
                                                            (Dollars in Thousands)
                                                                  
ASSETS
Cash and due from banks...................................  $   14,437  $   14,786
Investments:
  Securities available-for-sale, at market................     128,488      97,918
  Securities to be held-to-maturity
   (Market value $28,731 in 2002 and $39,622 in 2001).....      27,516      38,083
Federal funds sold........................................       8,710       5,018
Loans, total..............................................     377,961     346,483
Less - allowance for loan losses..........................       4,565       3,894
                                                            ----------  ----------
  Net loans...............................................     373,396     342,589
Premises and equipment....................................      13,280      14,420
Other real estate owned...................................         830       1,003
Other assets..............................................       9,966       4,942
                                                            ----------  ----------
   Total assets...........................................  $  576,623  $  518,759
                                                            ==========  ==========

LIABILITIES
Non interest-bearing deposits.............................  $   90,621  $   79,978
Savings deposits..........................................     159,077     140,848
Certificates of Deposit...................................     204,354     191,477
                                                            ----------  ----------
   Total deposits.........................................     454,052     412,303
Federal funds purchased and securities sold  under
  repurchase agreements...................................      21,283      28,321
Federal Home Loan Bank advances...........................      35,000      25,000
Interest bearing demand notes issued to the United
  States Treasury and other liabilities for borrowed money       6,000         369
Other liabilities.........................................       2,172       1,854
                                                            ----------  ----------
   Total Liabilities......................................     518,507     467,847

STOCKHOLDERS' EQUITY
Common stock, $5 par value, 10,000,000 shares authorized
Issued 3,936,720 in 2002 and 2,599,577 in 2001............      19,684      12,998
Capital surplus...........................................      11,165      10,455
Retained earnings.........................................      25,598      27,341
Accumulated other comprehensive income (loss).............       1,669         118
                                                            ----------  ----------
   Total stockholders' equity.............................      58,116      50,912
                                                            ----------  ----------
   Total liabilities and stockholders' equity.............  $  576,623  $  518,759
                                                            ==========  ==========

See Notes to Consolidated Financial Statements

                                            -20-



CONSOLIDATED STATEMENTS OF INCOME
- ----------------------------------------------------------------------------------------
Years Ended December 31,                                      2002     2001     2000
- ----------------------------------------------------------------------------------------
                                        Dollars in Thousands except per share amounts)
                                                                      
INTEREST INCOME
Interest and fees on loans.................................. $27,247  $27,666  $26,351
Interest on investment securities
  Taxable...................................................   4,278    4,389    4,383
  Exempt from income tax....................................   2,337    2,490    2,699
                                                             -------  -------  -------
                                                               6,615    6,879    7,082
Interest on trading account securities......................       -        -        -
Interest on federal funds sold..............................     250      563      211
                                                             -------  -------  -------
    Total interest income...................................  34,112   35,108   33,644

INTEREST EXPENSE
Interest on savings deposits................................   1,590    2,783    3,897
Interest on Certificates of Deposit.........................   8,297   10,874    9,914
Interest on federal funds purchased and securities
 sold under repurchase agreements...........................     382      887    1,344
Interest on Federal Home Loan Bank advances.................   1,656    1,539    1,425
Interest on demand notes issued to the United
 States Treasury and other liabilities for borrowed money...      31       73      127
                                                             -------  -------  -------
   Total interest expense...................................  11,956   16,156   16,707
                                                             -------  -------  -------
Net interest income.........................................  22,156   18,952   16,937
Provision for loan losses...................................   1,700    1,200      625
                                                             -------  -------  -------
    Net interest income after provision for loan losses.....  20,456   17,752   16,312

OTHER INCOME
Income from fiduciary activities............................   2,223    2,738    2,460
Service charges on deposit accounts.........................   2,880    2,640    2,255
Other service charges, commissions and fees.................   1,083      746      726
Security gains (losses), net................................      14       (1)      44
Income from trading account.................................       -        -        -
Other operating income......................................     942      419      200
                                                             -------  -------  -------
   Total other income.......................................   7,142    6,542    5,685

OTHER EXPENSE
Salaries and employee benefits..............................  11,077   10,115    9,336
Occupancy expense...........................................   1,157    1,102    1,054
Equipment expense...........................................   1,654    1,620    1,492
Other operating expense.....................................   4,403    4,013    3,775
                                                             -------  -------  -------
   Total other expenses.....................................  18,291   16,850   15,657
                                                             -------  -------  -------
Income before income taxes..................................   9,307    7,444    6,340
Income taxes................................................   2,256    1,734    1,207
                                                             -------  -------  -------
Net income.................................................. $ 7,051  $ 5,710  $ 5,133
                                                             =======  =======  =======

Basic Earnings per Share
Average shares outstanding (in thousands)...................   3,914    3,891    3,881
Net income per share of common stock........................ $  1.80  $  1.47  $  1.32

Diluted Earnings per Share
Average shares outstanding (in thousands)...................   3,994    3,918    3,882
Net income per share of common stock........................ $  1.77  $  1.46  $  1.32

See Notes to Consolidated Financial Statements


                                            -21-



Consolidated Statements of Cash Flows

- ----------------------------------------------------------------------------------------------------
Years Ended December 31,                                           2002        2001        2000
- ----------------------------------------------------------------------------------------------------
                                                                       Dollars in Thousands
                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES
Net income...................................................  $   7,051   $   5,710   $   5,133
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Depreciation and amortization..............................      1,361       1,431       1,311
  Provision for loan losses..................................      1,700       1,200         625
  (Gains) losses on sale of investment securities, net.......        (14)          1         (44)
  Net amortization and accretion of securities...............         75          45          65
  Net (increase) decrease in trading account.................          -           -           -
  Loss on disposal of equipment..............................         94           4          41
 (Gains) loss on sale of other real estate owned.............          -         (17)       (396)
  (Increase) decrease in other assets
    (net of tax effect of FASB 115 adjustment)...............     (6,011)         42        (785)
  Increase (decrease) in other liabilities...................        (48)       (193)        289
                                                               ---------   ---------   ---------
    Net cash provided by operating activities................      4,208       8,223       6,239

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of investment securities ........................    (78,093)    (50,955)     (3,041)
  Proceeds from maturities and calls of securities ..........     59,582      32,099       2,295
  Proceeds from sales of available - for - sale securities ..      1,350       6,923       7,285
  Proceeds from sales of held - to - maturity securities.....          -           -           -
  Loans made to customers....................................   (159,417)   (124,190)   (109,388)
  Principal payments received on loans.......................    126,910      96,661      71,038
  Purchases of premises and equipment........................       (833)       (795)     (2,087)
  Proceeds from sales of premises and equipment..............        517           -           -
  Additions to other real estate owened......................     (1,661)       (713)          -
  Proceeds from sales of other real estate owned.............      1,835         477           -
  (Increase) decrease in federal funds sold..................      3,691         379      (5,156)
                                                               ---------   ---------   ---------
    Net cash provided by (used in) investing activities......    (53,501)    (40,114)    (39,054)

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (decrease) in non-interest bearing deposits.......     10,643      14,922       2,050
  Increase (decrease) in savings deposits....................     18,229      13,188      (1,103)
  Proceeds from the sale of Certificates of Deposit..........    116,702      67,117      72,263
  Payments for maturing Certificates of Deposit..............   (103,825)    (57,703)    (59,347)
  Increase (decrease) in federal funds purchased and
   repurchase agreements.....................................     (7,038)      1,283       4,197
  Increase (decrease) in Federal Home Loan Bank advances.....     10,000           -      18,000
  Increase (decrease) in interest bearing
   demand notes and other borrowed money.....................      5,631      (1,720)     (1,229)
  Proceeds from issuance of common stock.....................        378         154         129
  Dividends paid.............................................     (1,776)     (1,608)     (1,501)
                                                               ---------   ---------   ---------
    Net cash provided by financing activities................     48,944      35,633      33,459

    Net increase (decrease) in cash and due from banks.......       (349)      3,742         644
     Cash and due from banks at beginning of period..........     14,786      11,044      10,400
                                                               ---------   ---------   ---------
    Cash and due from banks at end of period.................  $  14,437   $  14,786   $  11,044


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash payments for:
    Interest.................................................  $  12,251   $  16,406   $  16,382
    Income taxes.............................................      2,256       1,775       1,475

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING TRANSACTIONS
  Unrealized gain (loss) on investment
    securities, net of tax...................................  $   1,917   $     513   $   1,922

  Additional minimum liability related to pension............  $    (366)  $    (354)  $       -

  Transfer of property from Premises & Equipment to Other
    Real Estate Owned........................................  $     515   $       -   $       -

See Notes to Consolidated Financial Statements.

                                                                        -22-



CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                   Accumulated
                                          Common                                      Other              Total
                                          Stock        Capital      Retained      Comprehensive       Stockholders'
                                       (Par Value)     Surplus      Earnings      Income (Loss)         Equity
- ----------------------------------------------------------------------------------------------------------------------
                                                                          (Dollars in Thousands)
YEAR ENDED DECEMBER 31, 2000
                                                                                         
Balance, beginning of year...........    $ 12,916      $ 10,186      $19,675      $   (1,963)           $   40,814
Comprehensive income
  Net income.........................           -             -        5,133               -                 5,133
  (Decrease) increase in unrealized
   gain on investment securities.....           -             -            -           1,922                 1,922
                                         --------      --------      -------      ----------            ----------
Total comprehensive income...........           -             -        5,133           1,922                 7,055
Sale of stock........................          37           102          (10)              -                   129
Cash dividends paid..................           -             -       (1,501)              -                (1,501)
                                         --------      --------      -------      ----------            ----------
Balance, end of year.................    $ 12,953      $ 10,288      $23,297      $      (41)           $   46,497
                                         ========      ========      =======      ==========            ==========

YEAR ENDED DECEMBER 31, 2001

Balance, beginning of year...........    $ 12,953      $ 10,288      $23,297      $      (41)           $   46,497
Comprehensive income
  Net income.........................           -             -        5,710               -                 5,710
  (Decrease) increase in unrealized
   gain on investment securities.....           -             -            -             513                   513
  Minimum pension liability adjustment          -             -            -            (354)                 (354)
                                         --------      --------      -------      ----------            ----------
Total comprehensive income...........           -             -        5,710             159                 5,869
Sale of stock........................          45           167          (58)              -                   154
Cash dividends paid..................           -             -       (1,608)              -                (1,608)
                                         --------      --------      -------      ----------            ----------
Balance, end of year.................    $ 12,998      $ 10,455      $27,341      $      118            $   50,912
                                         ========      ========      =======      ==========            ==========

YEAR ENDED DECEMBER 31, 2002

Balance, beginning of year...........    $ 12,998      $ 10,455      $27,341      $      118            $   50,912
Comprehensive income
  Net income.........................           -             -        7,051               -                 7,051
  (Decrease) increase in unrealized
   gain on investment securities.....           -             -            -           1,917                 1,917
  Minimum pension liability adjustment          -             -            -            (366)                 (366)
                                         --------      --------      -------      ----------            ----------
Total comprehensive income...........           -             -        7,051           1,551                 8,602
Sale of stock........................         140           710         (472)              -                   378
Stock dividend.......................       6,546                     (6,546)                                    -
Cash dividends paid..................           -             -       (1,776)              -                (1,776)
                                         --------      --------      -------      ----------            ----------
Balance, end of year.................    $ 19,684      $ 11,165      $25,598      $    1,669            $   58,116
                                         ========      ========      =======      ==========            ==========


See Notes to Consolidated Financial Statements

                                                                         -23-

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------

The accounting and reporting policies of Old Point Financial
Corporation  and  its  subsidiaries  conform  to   generally
accepted  accounting  principles  and  to  general  practice
within the banking industry.  The following is a summary  of
significant accounting and reporting policies:

PRINCIPLES OF CONSOLIDATION:
The  consolidated financial statements include the  accounts
of  Old Point Financial Corporation ("the Company") and  its
subsidiaries  The Old Point National Bank of  Phoebus  ("the
Bank")  and  Old  Point  Trust  &  Financial  Services  N.A.
("Trust").    All  significant  intercompany  balances   and
transactions have been eliminated in consolidation.

NATURE OF BUSINESS:
Old  Point  Financial  Corporation  is  a  two-bank  holding
company  that  conducts substantially all of its  operations
through  its  subsidiaries, The Old Point National  Bank  of
Phoebus  and  Old Point Trust and Financial  Services,  N.A.
The  Bank services individual and commercial customers,  the
majority  of  which  are in Hampton  Roads.   The  Bank  has
fifteen  branch offices.  The Bank offers a  full  range  of
deposit  and  loan  products to its  retail  and  commercial
customers.   Substantially all of the  Bank's  deposits  are
interest bearing.  The majority of the Bank's loan portfolio
is  secured  by real estate.  Trust offers a full  range  of
services  for  individuals  and  businesses.   Products  and
services   include  retirement  planning,  estate  planning,
financial  planning,  trust  accounts,  tax  services,   and
investment management services.

USE OF ESTIMATES:
The  preparation of financial statements in conformity  with
generally accepted accounting principles requires management
to  make estimates and assumptions.  The amounts recorded in
the  financial statements may be affected by those estimates
and   assumptions.   Actual  results  may  vary  from  those
estimates.

The  Company  uses  estimates primarily  in  developing  its
allowance for loan losses, in computing deferred tax assets,
in  determining the estimated useful lives of  premises  and
equipment,  and  in  the  valuation  of  other  real  estate
owned.

INVESTMENT SECURITIES:
Statement  of  Financial  Accounting  Standards   No.   115,
"Accounting  for  Certain Investments  in  Debt  and  Equity
Securities"   (SFAS  115),  addresses  the  accounting   and
reporting  for  investments in equity securities  that  have
readily determinable fair values and for all investments  in
debt securities.  Those investments are to be classified  in
three categories and accounted for as follows:

      Held-to-maturity  -  Debt  securities  for  which  the
  Corporation has the positive intent and ability to hold to
  maturity are classified as held-to-maturity securities and
  reported at cost, adjusted for premiums and discounts that
  are recognized in interest income using the interest method
  over the period to maturity.

      Trading  - Debt and equity securities that are  bought
  and held principally for the purpose of selling them in the
  near term are classified as trading account securities and
  recorded at their fair values.  Unrealized gains and losses
  on  trading account securities are included immediately in
  income.

      Available-for-sale  - Debt and equity  securities  not
  classified as either held-to-maturity securities or trading
  account  securities  are classified as  available-for-sale
  securities and recorded at fair value, with unrealized gains
  and losses reported as a component of comprehensive income.
  Gains   and  losses  on  the  sale  of  available-for-sale
                               -24-

  securities are determined using the specific identification
  method.  Premiums and discounts are recognized in interest
  income  using  the  interest method  over  the  period  to
  maturity.

INTEREST ON LOANS:
Interest is accrued daily on the outstanding loan balances.
Accrual   of  interest  is  discontinued  on  a  loan   when
management  believes, after considering  collection  efforts
and  other  factors, that the borrower's financial condition
is such that collection of interest is doubtful.

LOAN ORIGINATION FEES AND COSTS:
Loan  origination fees and certain direct origination  costs
are capitalized and recognized as an adjustment of the yield
on the related loan.

ALLOWANCE FOR LOAN LOSSES:
The allowance for loan losses is generated by direct charges
against income and is available to absorb loan losses.   The
allowance is based upon management's periodic evaluation  of
changes  in  the  overall  credit  worthiness  of  the  loan
portfolio, economic conditions in general, and the effect of
these  conditions  upon  the financial  status  of  specific
borrowers and other factors.

The  Bank  is  subject to regulation by the  Office  of  the
Comptroller of the Currency.  They may require that the Bank
adjust its allowance for loan losses upon request.

OTHER REAL ESTATE OWNED:
Other  real estate owned is carried at the lower of cost  or
estimated  fair  value  and  consists  of  foreclosed   real
property  and  other property held for sale.  The  estimated
fair  value is reviewed periodically by management  and  any
write-downs are charged against current earnings.

PREMISES AND EQUIPMENT:
Premises  and equipment are stated at cost less  accumulated
depreciation    and    amortization.     Depreciation    and
amortization  are  calculated  on  both  straight-line   and
accelerated  methods  and are charged to  expense  over  the
estimated  useful  lives of the related  assets.   Costs  of
maintenance and repairs are charged to expense as incurred.

INCOME TAXES:
Income taxes are provided based upon income reported in the
statements of income (after exclusion of non-taxable  income
such  as  interest on state and municipal securities).   The
income  tax effect resulting from timing differences between
financial  statement pre-tax income and  taxable  income  is
deferred to future periods.

PENSION PLAN:
The  Company has a non-contributory defined benefit  pension
plan  covering substantially all of its employees.  Benefits
are  based  on years of service and average earnings  during
the  highest average sixty-month period during the final one
hundred and twenty months of employment.

The  Company's  policy  is to fund  the  maximum  amount  of
contributions allowed for tax purposes.  The Bank accrues an
amount  equal  to its actuarially computed obligation  under
the plan.

The  net  periodic pension expense includes a  service  cost
component,  interest  on the projected  benefit  obligation,
return  on  plan  assets  and the effect  of  deferring  and
amortizing  certain  actuarial  gains  and  losses  and  the
unrecognized net transition asset over fifteen years.

                               -25-

TRUST ASSETS AND INCOME:
Assets  held  by  Trust are not included  in  the  financial
statements,  because  such  items  are  not  assets  of  the
Company.   In  accordance  with  industry  practice,   trust
service  income is recognized primarily on the  cash  basis.
Reporting  such  income  on  the  accrual  basis  would  not
materially effect net income.

Advertising Expense
Advertising expenses are expensed as incurred.

RECLASSIFICATIONS:
Certain  amounts  in  the  financial  statements  have  been
reclassified to conform with classifications adopted in  the
current year.


                               -26-

NOTE 2, Investment Securities
- -----------------------------

At December 31, 2002, the investment securities portfolio is composed of
securities  classified as held-to-maturity and available-for-sale, in
conjunction with SFAS 115.  Investment securities held-to-maturity are
carried at cost, adjusted for amortization of premiums and accretions of
discounts, and investment securities available-for-sale are carried at
market value.



The amortized cost and fair value of investment securities held-to-maturity at December 31, 2002 and 2001, were:
- ----------------------------------------------------------------------------------------------------------------
                                                 Amortized     Unrealized     Unrealized        Market
                                                   Cost           Gains         Losses           Value
                                                                 (Dollars in Thousands)
                                                                                  
      December 31, 2002:
      United States Treasury securities....      $    354       $     8        $     -        $    362
       Obligations of other United
        States Government Agencies.........      $ 26,047       $ 1,085        $     -        $ 27,132
       Obligations of state and political
        subdivisions.......................         1,115           122              -           1,237
                                                 --------       -------        -------        --------
                                                 $ 27,516       $ 1,215        $    -         $ 28,731
                                                 ========       =======        =======        ========
      December 31, 2001:
       United States Treasury securities...      $    424       $     6        $     -        $    430
       Obligations of other United
        States Government Agencies.........        36,444         1,487        $     -          37,931
       Obligations of state and political
        subdivisions.......................         1,215            46              -           1,261
                                                 --------       -------        -------        --------
                                                 $ 38,083       $ 1,539        $     -        $ 39,622
                                                 ========       =======        =======        ========


The amortized cost and fair values of investment securities available-for-sale at December 31, 2002 were:
- ---------------------------------------------------------------------------------------------------------

                                                 Amortized     Unrealized     Unrealized        Market
                                                   Cost          Gains          Losses           Value
                                                                (Dollars in Thousands)
                                                                                  
      United States Treasury securities....      $  6,015       $    77        $    (3)       $  6,089

      Obligations of other United States
       Government agencies.................        67,571           780              -          68,351

      Obligations of state and political
        subdivisions.......................        48,170         2,808             (8)         50,970
      Money Market investment..............         1,044             -              -           1,044

      Federal Home Loan Bank Stock.........         1,750             -              -           1,750

      Federal Reserve Bank stock...........           169             -              -             169

      Other marketable equity securities...           150             -            (35)            115
                                                 --------       -------        -------        --------
      Total................................      $124,869       $ 3,665        $   (46)       $128,488
                                                 ========       =======        =======        ========

The amortized cost and fair values of investment securities available-for-sale at December 31, 2001 were:
- ---------------------------------------------------------------------------------------------------------

                                                 Amortized     Unrealized     Unrealized        Market
                                                   Cost          Gains          Losses           Value
                                                                (Dollars in Thousands)
                                                                                  
      United States Treasury securities....      $  1,027       $    62        $     -        $  1,089

      Obligations of other United States
       Government agencies.................        42,118           487           (307)         42,298

      Obligations of state and political
        subdivisions.......................        50,827           970           (462)         51,335

      Adjustable Rate Mortgage Fund........         1,312             -              -           1,312

      Federal Home Loan Bank Stock.........         1,700             -              -           1,700

      Federal Reserve Bank stock...........           169             -              -             169

      Other marketable equity securities...            50             -            (35)             15
                                                 --------       -------        -------        --------
      Total................................      $ 97,203       $ 1,519        $  (804)       $ 97,918
                                                 ========       =======        =======        ========

                                                                           -27-


NOTE 2, Investment Securities (Continued)
- -----------------------------------------

Investment securities carried at $55.8 million and $51.8 million at
December 31, 2002 and 2001, respectively, were pledged to secure public
deposits and securities sold under agreements to repurchase and for other
purposes required or permitted by law.

The amortized cost and approximate market values of investment securities
at December 31, 2002 by contractual maturity are shown below.  Expected
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.



                                                                                  December 31, 2002

                                                                  Available-For-Sale              Held-To-Maturity
                                                                  ------------------              ----------------
                                                              Amortized         Market         Amortized         Market
                                                                Cost            Value            Cost            Value
                                                                                 (Dollars in Thousands)
                                                                                                     
     Due in one year or less....................               $ 11,403        $ 11,473        $  15,175         $ 15,426
     Due after one year through five years......                 76,024          77,632           11,226           12,068
     Due after five years through ten years.....                 25,213          26,937            1,115            1,237
     Due after ten years........................                  9,166           9,418                -                -
                                                               --------        --------        ---------         --------
       Total debt securities....................                121,806         125,460           27,516           28,731
     Other securities without stated maturities.                  3,063           3,028                -                -
                                                               --------        --------        ---------         --------
     Total investment securities                               $124,869        $128,488        $  27,516         $ 28,731
                                                               ========        ========        =========         ========

The proceeds from the sale and maturities of investment securities, and the
related realized gains and losses are shown below:

                                                2002        2001         2000
                                                      (Dollars in Thousands)
     Proceeds from sales and
       maturities of investments............  $ 60,932    $ 39,022    $  9,580
                                              ========    ========    =========

     Realized gains........................   $     14    $    102    $     44
     Realized losses.......................          -         103           -
                                              --------    --------    ---------
       Net gains (losses)..................   $     14    $     (1)   $     44
                                              ========    ========    =========

                                                              -28-

NOTE 3, Loans
- -------------

At December 31, loans before allowance for loan losses consisted of:

                                              2002           2001
                                             (Dollars in Thousands)

   Commercial and other...............      $ 52,183       $ 51,608
   Real estate - construction.........        29,822         27,056
   Real estate - mortgage.............       204,946        177,237
   Installment loans to individuals...        88,044         87,625
   Tax exempt loans...................         2,966          2,957
                                            --------       --------
      Total...........................      $377,961       $346,483
                                            ========       ========

Information concerning loans which are contractually past due or in non-accrual
 status is as follows:

                                              2002           2001
                                            (Dollars in Thousands)

   Contractually past due loans -
    past due 90 days or more and
    still accruing interest.....            $    608       $    450
                                            ========       ========
   Loans which are in
    non-accrual status..........            $    314       $    351
                                            ========       ========

The Bank has had, and may be expected to have in the future, banking
transactions in the ordinary course of business with directors, executive
officers, their immediate families, and companies in which they are
principal owners (commonly referred to as related parties), on the same
terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with others.  The aggregate direct
and indirect loans of these persons totaled  $2.3 million and $1.8 million
at December 31, 2002 and 2001, respectively.  These totals do not include
loans made in the ordinary course of business to other companies where a
director or executive officer of the Bank was also a director or officer
of such company but not a principal owner.  None of the directors or
executive officers had direct or indirect loans exceeding 10% of
stockholders' equity at December 31, 2002.

                                         2002        2001
                                         ----        ----
                                     (Dollars in thousands)

     Balance, beginning of year.....   $ 1,803     $ 2,989
     Additions......................     1,057           5
     Reductions.....................      (558)     (1,191)
                                       -------     -------
     Balance, end of year...........   $ 2,302     $ 1,803
                                       =======     =======

The bank does not account for any of its loans under the provisions of
Statement of Financial Accounting Standards No. 114 or 118 related to
impaired loans.

NOTE 4, Allowance for Loan Losses
- ---------------------------------

Changes in the allowance for loan losses are as follows:

                                       2002           2001          2000
                                             (Dollars in Thousands)

   Balance, beginning of year...     $  3,894       $  3,649      $  3,111
   Recoveries...................          383            504           665
   Provision for loan losses....        1,700          1,200           625
   Loans charged off............       (1,412)        (1,459)         (752)
                                     --------       --------       -------
   Balance, end of year......        $  4,565       $  3,894      $  3,649
                                     ========       ========      ========

                                       -29-

NOTE 5, Premises and Equipment
- ------------------------------

At December 31, premises and equipment consisted of:
                                                     2002        2001
                                                 (Dollars in Thousands)
   Land..............................             $ 3,432      $ 3,496
   Buildings.........................              10,992       11,335
   Leasehold improvements............                 951          901
   Furniture, fixtures and equipment.               9,781        9,919
                                                  -------      -------
     Total cost......................              25,156       25,651
   Less accumulated..................
    depreciation and amortization....              11,876       11,231
                                                  -------      -------
     Net book value..................             $13,280      $14,420
                                                  =======      =======

NOTE 6, Other Real Estate Owned
- -------------------------------

Other real estate consisted of the following at December 31:

                                                    2002          2001
                                                  (Dollars in Thousands)
   Foreclosed real estate............             $   665      $     713
   Property held for sale............                 165            290
                                                  -------      ---------
         Total...........................         $   830      $   1,003
                                                  =======      =========

NOTE 7.  Deposits
- -----------------

The aggregate amount of certificates of deposits in denominations of $100,000
or more at December 31, 2002 and 2001 was $53,445,000 and $45,804,000,
respectively.

At December 31, 2002, the scheduled maturities of certificates of deposits
are as follows:

                                      Year     (Dollars in Thousands)

                                      2003       $111,758
                                      2004         62,539
                                      2005         15,418
                                      2006          3,401
                                   Thereafter      11,238
                                                 --------
                                                 $204,354
                                                  =======

NOTE 8, Indebtedness
- --------------------

The Bank's short-term borrowings include federal funds purchased, securities
sold under repurchase agreements (including $1.1 million and $1.7 million
to directors in 2002 and 2001, respectively) and United States Treasury
Demand Notes.  The federal funds purchased and securities sold under
repurchase agreements are held under various maturities and interest rates.
The United States Treasury Demand Notes are subject to call by the United
States Treasury with interest paid monthly at the rate of 25 basis points
(1/4%) below the federal funds rate.

NOTE 9, Stock Option Plan
- -------------------------

The Company has stock option plans which reserve 312,740 shares of common
stock for grants to key employees.  The exercise price of each option
equals the market price of the Company's common stock on the date of the
grant and an option's maximum term is ten years.  A summary of the
exercisable incentive stock options is presented below:



                                        Outstanding     Granted      Exercised     Expired      Outstanding
                                         Beginning      During        During        During         At End
                                          of Year      the Year      the Year      the Year       of Year

                                                                                  
   2000
   ----
   Shares............................     206,961         85,500       (3,330)      (16,305)       272,826
   Weighted average exercisable price    $  19.73      $    12.27     $ 12.50      $  24.19      $   17.21

   2001
   ----
   Shares............................     272,826        102,366       (7,920)       (3,750)       363,522
   Weighted average exercisable price    $  17.21      $   16.13      $ 12.34      $  16.13      $   17.03

   2002
   ----
   Shares............................     363,522              -      (47,782)       (3,000)       312,740
   Weighted average exercisable price    $  17.03      $       -      $ 12.96      $  14.20      $   17.68


At December 31, 2002, exercise prices on outstanding options ranged from
$12.08 to $27.91 per share and the weighted average remaining contractual
life was 6 years.

                                                            -30-

NOTE 9, Stock Option Plan (Continued)
- -------------------------------------

The Company accounts for its stock option plans in accordance with APB
Opinion No. 25, Accounting for Stock Issued to Employees, which does not
allocate costs to stock options granted at current market values.  The
Company could, as an alternative, allocate costs to stock options using
option pricing models, as provided in Statement of Financial Accounting
Standards No. 123, Accounting  for Stock-Based Compensation.  Because of
the limited number of options granted and the limited amount of trading
activity in the Company's stock, management believes that stock options
are best accounted for in accordance with APB Opinion No. 25.   The
following table illustrates the effect on net income and eaarnings per
share if the Company had applied the fair value recognition provisions of
FASB Statement 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation.

                                              Year Ended December 31
                                             2002      2001      2000

   Net income, as reported..............   $ 7,051    $ 5,710    $ 5,133
   Deduct:  Total stock-based employee
      compensation expense determined
      under fair value based method
      for all awards, net of related
      tax effects.......................      (272)      (200)       (21)
                                           -------    -------     ------
   Pro-forma net income.................   $ 6,779    $ 5,510    $ 5,112

   Earnings per share:
      Basic - as reported...............   $  1.80    $  1.47     $ 1.32
                                           =======    =======    =======
      Basic - pro forma.................   $  1.73    $  1.41     $ 1.32
                                           =======    =======    =======
      Diluted - as reported.............   $  1.77    $  1.46     $ 1.32
                                           =======    =======    =======
      Diluted - pro forma...............   $  1.70    $  1.41     $ 1.32
                                           =======    =======    =======

Pro-forma amounts were computed using a 6% risk free interest rate over a
10 year term using an annual dividend rate of between 2.26% and 3.15%
and a .01% volatility rate.

The pro-forma effect of the potential exercise of stock options on basic
earnings per share would be to increase the number of weighted average
number of outstanding shares by approximately 79,000 in 2002, 18,000 in
2001 and 1,000 in 2000.

In 2001, the Company had an Employee Stock Purchase Plan which reserved
44,970 shares of common stock for eligible employees.  The purchase
price was 95% of the lesser of (1) the common stock's fair market value
at July 1 or (2) the common stock's fair market value at the following
June 30.  During 2001, 9,037 shares of common stock were purchased by
employees.


NOTE 10, Income Taxes
- ---------------------

The components of income tax expense are as follows:

                                             2002      2001      2000
                                              (Dollars in Thousands)

   Currently payable....................   $ 2,515    $ 1,776    $ 1,302
   Deferred.............................      (259)       (42)       (95)
                                           -------    -------    -------
   Reported tax expense.................   $ 2,256    $ 1,734    $ 1,207
                                           =======    =======    =======


The items that caused timing differences affecting deferred income taxes are
as follows:

                                             2002       2001     2000
                                               (Dollars in Thousands)

   Provision for loan losses............   $  (278)  $  (108)   $ (177)
   Pension plan expenses................       (21)       (5)       37
   Deferred loan fees, net..............        12        10         7
   Security gains and losses............         5       (32)       15
   Interest on certain non-accrual loans         3        57        16
   Depreciation.........................        23        36        70
   Foreclosed assets....................        (3)        -       (64)
   Other................................         -         -         1
                                           -------    ------    ------
   Total                                   $  (259)   $  (42)   $  (95)
                                           =======    ======    ======

A reconciliation of the "expected" Federal income tax expense on income
before income taxes with the reported income tax expense follows:

                                             2001      2000      1999
                                             (Dollars in Thousands)

   Expected tax expense (34%)...........   $ 3,165    $ 2,531    $ 2,156
   Interest expense on tax exempt assets        76        118        143
   Tax exempt interest..................      (840)      (912)    (1,097)
   Disqualified incentive stock options.       (40)         -          -
   Officer life.........................      (114)        (7)         -
   Other, net...........................         9          4          5
                                           -------    -------    -------
   Reported tax expense.................   $ 2,256    $ 1,734    $ 1,207
                                           =======    =======    =======

                                                    -31-


NOTE 10, Income Taxes (Continued)
- ---------------------------------

The components of the net deferred tax asset included in other assets are
as follows  at December 31:


                                              2002      2001
                                         (Dollars in Thousands)

   Components of Deferred Tax Liability:
    Depreciation.......................... $  (331)   $  (310)
    Accretion of discounts on securities..     (24)       (19)
    Net unrealized (gain) on
     available-for-sale securities........  (1,231)      (243)
    Deferred loan fees and costs..........    (153)      (142)
    Pension...............................    ( 85)      (105)
                                           -------    -------
     Deferred tax liability...............  (1,824)      (819)

    Components of Deferred Tax Asset:
     Allowance for loan losses............   1,379      1,102
     Net unrealized loss on
      available-for-sale securities.......       -          -
     Interest on non-accrual loans........      50         53
     Deferred compensation................       -          -
     Foreclosed assets....................      67         64
     Capital loss carry forward...........      42         42
     Trust organizational cost............      13         13
                                           -------    -------
      Deferred tax asset(liability), net.. $  (273)   $   455
                                           =======    =======

NOTE 11, Lease Commitments
- --------------------------

The Bank has noncancellable leases on premises and equipment expiring at
various dates, including extensions to the year 2011.  Certain leases
provide for increased annual payments based on increases in real estate
taxes and the Consumer Price Index.

The total approximate minimum rental commitment at December 31, 2002,
under noncancellable leases is $1.8 million which is due as follows:

                                    Year (Dollars in Thousands)

                                    2003   $   296
                                    2004       297
                                    2005       248
                                    2006       250
                                    2007       252
                Remaining term of leases       440
                                           -------
                                   Total   $ 1,783
                                           =======

The aggregate rental expense of premises and equipment was $296 thousand,
$287 thousand and $220 thousand for 2002, 2001 and 2000 respectively.

                                        -32-


NOTE 12, Pension Plan
- ---------------------

The following tables set forth the Pension Plan's changes in benefit
obligation, plan assets, funded status, assumptions and the components
of net periodic benefit cost recognized in the Bank's financial statements
at December 31:


                                                          Pension Benefits
                                                         2002           2001
                                                      -----------------------
                                                       (Dollars in Thousands)
                                                               
     Change in benefit  obligation
     Benefit obligation at beginning of year......... $  3,737       $  3,230
     Service cost....................................      258            214
     Interest cost...................................      260            240
     Actuarial change................................        -            224
     Benefits paid...................................     (306)          (171)
                                                      --------       --------
     Benefit obligation at end of year............... $  3,949       $  3,737
                                                      ========       ========

     Change in plan assets
     Fair value of plan assets at beginning of year.. $  2,542       $  2,559
     Actual return on plan assets....................     (125)          (133)
     Employer contribution...........................      355            287
     Benefits paid ..................................     (306)          (171)
                                                      --------       --------
     Fair value of plan assets at end of year........ $  2,466       $  2,542
                                                      ========       ========


     Funded Status................................... $ (1,483)      $ (1,195)
     Unrecognized prior service cost.................        9             15
     Unrecognized actuarial gains (loss).............    1,723          1,490
                                                      --------       --------
     Prepaid (accrued) benefit cost.................. $    249       $    310
                                                      ========       ========

     Amounts recognized in the statement of
      financial position consist of:
     Prepaid benefit cost............................ $    249       $    310
     Accrued benefit liability.......................     (736)          (376)
     ntangible asset.................................       16             22
     Accumulated other comprehensive income..........      720            354
                                                      --------       --------
                                                      $    249       $    310
                                                      ========       ========




     Weighted-average assumptions as of December 31:

                                                         2002           2001
                                                         --------------------
                                                                  
     Discount rate...................................    7.00%          7.50%
     Expected return on plan assets..................    8.00%          8.00%
     Rate of compensation increase...................    4.50%          4.50%





                                                         2002           2001        2000
                                                      -----------------------------------
     Components of net periodic benefit cost                  (Dollars in Thousands)
                                                                         
     Service Cost.................................... $    258       $    214     $   173
     Interest cost...................................      260            240         215
     Expected return on plan assets..................     (201)          (203)       (216)
     Amortization of prior service cost..............        7              7           7
     Amortization of transition obligation...........        -            (12)        (13)
     Amortization of unrecognized loss...............       92             55           -
                                                      --------       --------     -------
     Net periodic benefit cost....................... $    416       $    301     $   166
                                                      ========       ========     =======


NOTE 13, Profit Sharing
- -----------------------

The Bank has a defined contribution profit sharing and thrift plan covering
substantially all of its employees.  The Bank may make profit sharing
contributions to the plan as determined by the Board of Directors.  In
addition, the Bank matches thrift contributions by employees fifty cents
for each dollar contributed.  Expenses related to the plan totaled $392
thousand, $350 thousand and $299 thousand in 2002, 2001 and 2000
respectively.


                                  -33-

NOTE 14, Commitments and Contingencies
- --------------------------------------

In the normal course of business, the Bank makes various commitments and
incurs certain contingent liabilities.  These commitments and contingencies
represent off-balance sheet risk for the Bank.  To meet the financing needs
of its customers, the Bank makes lending commitments under commercial lines
of credit, home equity loans and construction and development loans.  The
Bank also incurs contingent liabilities related to irrevocable letters of
credit.

     Off- balance sheet items at December 31 are as follows:

                                                2002         2001
                                              ---------------------
                                             (Dollars in Thousands)
     Commitments to extend credit:
     Home equity lines of credit.......       $14,321       $11,931
     Construction and development
      loans committed but not funded..         25,894        18,101
     Other lines of credit
      (principally commercial).........        27,987        28,196
                                              -------       -------
     Total                                    $68,202       $58,228
                                              =======       =======

     Irrevocable letters of credit......      $ 1,031       $ 2,539

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since many of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements.  The Bank
evaluates each customer's credit worthiness on a case-by-case basis.  The
amount of collateral obtained, if deemed necessary by the Bank, upon
extensions of credit is based on management's credit evaluation of the
customer.  Collateral held varies but may include accounts receivable,
inventory, property, plant and equipment, and income-producing commercial
properties.

Standby letters of credit and financial guarantees written are conditional
commitments issued by the bank to guarantee the performance of a customer
to a third party.  Those guarantees are primarily issued to support private
borrowing agreements.  Most guarantees extend for less than two years and
expire in decreasing amounts through 2004.  The credit risk involved in
issuing letters of credit is essentially the same as that involved in
extending loans to customers.  The Bank holds various collateral supporting
those commitments for which collateral is deemed necessary.


                                -34-

NOTE 15, Fair Value of Financial Instruments
- --------------------------------------------
The estimated fair value of the Bank's financial instruments at December 31
are as follows:



                                                              2002                           2001

                                                    Carrying         Fair           Carrying       Fair
                                                     Amount         Value            Amount       Value
                                                     (Dollars in Thousands)         (Dollars in Thousands)

                                                                                      
    Cash and due from banks...................      $ 14,437        $ 14,437        $ 14,786      $ 14,786
    Investment securities, held-to-maturity...        27,516          28,730          38,083        39,622
    Investment securities, available-for-sale.       128,488         128,488          97,918        97,918
    Federal funds sold........................         8,710           8,710           5,018         5,018
    Loans, net of allowances for loan losses..       373,396         375,813         342,589       348,683

    Deposits:
    Non-interest bearing deposits............         90,621          90,621          79,978        79,978
    Savings deposits.........................        159,077         159,077         140,848       140,848
    Certificates of Deposit..................        204,354         207,015         191,477       195,302

    Securities sold under repurchase
     agreement and federal funds purchased....        21,283          21,283          28,321        28,321

    Federal Home Loan Bank Advances...........        35,000          39,193          25,000        29,147

    Interest bearing U.S. Treasury demand
     notes and other liabilities
     for borrowed money.......................         6,000           6,000             369           369

    Commitments to extend credit..............        68,202          68,202          58,228        58,228

    Irrevocable letters of credit.............         1,031           1,031           2,539         2,539


The above presentation of fair values is required by the Statement of Financial
Accounting Standards No. 107 "Disclosures about Market Values of Financial
Instruments".  The fair values shown do not necessarily represent the amounts
which would be received on sale or other disposition of the instrument.

The carrying amounts of cash and due from banks, federal funds sold, demand
and savings deposits and securities sold under repurchase agreements
represent items which do not present significant market risks, are payable
on demand or are of such short duration that the market value approximates
carrying value.

Investment securities are valued at the quoted market price for individual
securities held.

The fair value of loans is estimated by discounting future cash flows using
current rates at which similar loans would be made to borrowers.

Certificates of deposit are presented at estimated fair value using rates
currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank advances are presented at estimated fair value using
rates currently offered for advances of similar remaining maturities.

NOTE 16, Regulatory Matters
- ---------------------------

The Company is required to maintain minimum amounts of capital to "risk
weighted" assets, as defined by the banking regulators.  At December 31,
2002, the Company is required to have minimum Tier 1 and Total capital
ratios of 4.00% and 8.00% respectively.  The Company's actual ratios at
that date were 13.91% and 15.12%.  The Company's leverage ratio at
December 31, 2002 was 9.79%.

The approval of the Comptroller of the Currency is required if the total
of all dividends declared by a national bank in any calendar year exceeds
the bank's net profits for that year combined with its retained net profits
for the preceding two calendar years.  Under this formula, the banking
subsidiary can distribute as dividends to the Company in 2003, without
approval of the Comptroller of the Currency, $8.8 million plus an additional
amount equal to the Bank's retained net profits for 2002 up to the date of
any dividend declaration.

                                  -35-

         OLD POINT FINANCIAL CORPORATION
                   PARENT ONLY
                  BALANCE SHEETS
- ---------------------------------------------------
As of December 31,
Dollars in thousands             2002     2001
- ---------------------------------------------------

ASSETS
Cash in bank                    $   248  $   276
Investment securities             2,215    1,215
Total Loans                           -        -
Investment in subsidiary         55,637   49,408
Other real estate owned               -        -
Other assets                         16       13
                                -------  -------
TOTAL ASSETS                    $58,116  $50,912
                                =======  =======

LIABILITIES AND
  STOCKHOLDERS EQUITY
Notes payable - bank            $     -  $     -
Other liabilities                     -        -
  Total liabilities                   -        -
Stockholders' equity             58,116   50,912
                                -------  -------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY          $58,116  $50,912
                                =======  =======



              OLD POINT FINANCIAL CORPORATION
                         PARENT ONLY
                      INCOME STATEMENTS
- -------------------------------------------------------------------
For the year ended December 31,
Dollars in thousands                       2002     2001     2000
- -------------------------------------------------------------------
INCOME
                                                   
Cash dividends from subsidiary            $1,850   $1,700   $1,650
nterest and Fees on Loans                      -        -        -
Interest income from
  investment securities                       98      113      123
Securities gains (losses)                      -        -        -
Other income                                 144      144      144
                                          ------   ------   ------
TOTAL INCOME                               2,092    1,957    1,917

EXPENSES
Interest on borrowed money                     -        -        -
Other expenses                               397      373      400
                                          ------   ------   ------
TOTAL EXPENSES                               397      373      400

Income before taxes and undistributed
  net income of subsidiary                 1,695    1,584    1,517
Income tax                                   (77)     (66)     (74)
                                          ------   ------   ------
Net income before undistributed
  net income of subsidiary                 1,772    1,650    1,591
Undistributed net income of subsidia       5,279    4,060    3,542
                                          ------  -------   ------
NET INCOME                                $7,051  $ 5,710   $5,133


                                       -36-



                                     OLD POINT FINANCIAL CORPORATION
                                               PARENT ONLY
                                         STATEMENT OF CASH FLOWS

- -------------------------------------------------------------------------------------------------------
For the year ending December 31,                                         2002        2001        2000
Dollars in thousands
- -------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
                                                                                      
Net income (Loss)                                                      $ 7,051     $ 5,710     $ 5,133
Adjustments to Reconcile Net Income to Net Cash Provided by
 operating activities:
Equity in undistributed (earnings) losses of subsidiaries               (5,279)     (4,060)     (3,543)
(Gain) or Loss on sales of assets                                            -           -           -
Increase (decrease) in other assets                                         (2)          -          12
Increase (decrease) in other liabilities                                     -           -           -
                                                                       -------     -------     -------
  Net cash provided (used) by operating activities                       1,770       1,650       1,602

CASH FLOWS FROM INVESTING ACTIVITIES

Maturity/call of investment securities                                   1,100          90         100
Sales of available-for-sale securities                                  (2,100)          -           -
Payments for investments in and advances to subsidiaries                   600        (235)       (165)
Sale or repayment of investments in and advances to subsidiaries             -           -           -
(Purchase)/Sale of Premises and Equipment                                    -           -           -
Loans to customers                                                           -           -           -
                                                                       -------     -------     -------
Net cash provided (used) by investing activities                          (400)       (145)        (65)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in borrowed money                                        -           -           -
Proceeds from issuance of common stock                                     378         154         129
Dividends paid                                                          (1,776)     (1,608)     (1,501)
Other, net                                                                   -           -           -
                                                                       -------     -------     -------
Net cash provided (used) by financing activities                        (1,398)     (1,454)     (1,372)

Net increase in cash and due from banks                                    (28)         51         165
Cash and due from banks at beginning of period                             276         225          60
                                                                       -------     -------     -------
Cash and due from banks at end of period                               $   248     $   276     $   225


Accounting Rule Changes
- -----------------------
None.

Regulatory Requirements and Restrictions
- ----------------------------------------
For  the  reserve maintenance period in effect at December  31,  2002,
2001  and  2000  the bank was required to maintain  with  the  Federal
Reserve   Bank   of   Richmond  an  average  daily  balance   totaling
approximately $2.3 million, $581 thousand and $350 thousand respectively.

Item   9.  Changes in and Disagreements With Accountants on  Accounting  and
Financial Disclosure

None.

                                  -37-

                            PART III

Item 10. Directors and Executive Officers of the Registrant

      The twelve persons named below, all of whom currently serve
as  directors  of  the  Company, will be nominated  to  serve  as
directors   until  the  2004  Annual  Meeting,  or  until   their
successors have been duly elected and have qualified.



                                                                                 Amount and Nature of
                                             Principal                           Beneficial Ownership
                                 Director    Occupation For                      as of March 14, 2003
Name (Age)                       Since (1)   Past Five Years                     (Percent of Class)(2)(3)
- ---------------------------------------------------------------------------------------------------------
                                                                                     
Dr. Richard F. Clark (70)        1981        Pathologist (retired)                   110,116     (4)
                                             Sentara Hampton General Hospital         (2.5%)

Russell Smith Evans Jr. (60)     1993        Assistant Treasurer and                   8,475     (4)
                                             Corporate Fleet Manager                    *
                                             Ferguson Enterprises

G. Royden Goodson, III (47)      1994        President                                15,397     (4)
                                             Warwick Plumbing & Heating Corp.           *

Dr. Arthur D. Greene (58)        1994        Surgeon - Partner                         9,520     (4)
                                             Tidewater Orthopaedic Associates           *

Gerald E. Hansen (61)            2000        President                                11,066
                                             Chesapeake Insurance Services, Inc.        *

Stephen D. Harris (61)           1988        Attorney-at-Law - Partner                19,332     (4)
                                             Geddy, Harris, Franck & Hickman, L.L.P.    *

John Cabot Ishon (56)            1989        President                                29,689     (4)
                                             Hampton Stationery                         *

Eugene M. Jordan (79)            1964        Attorney-at-Law (retired)                31,500     (4)
                                                                                        *

John B. Morgan, II (56)          1994        President                                 9,865     (4)
                                             Morgan Marrow Insurance                    *

Louis G. Morris (48)             2000        President & CEO                          48,966     (4)
                                             Old Point National Bank                  (1.2%)

Dr. H. Robert Schappert (64)     1996        Veterinarian - Owner                    139,110     (4)
                                             Beechmont Veterinary Hospital            (3.5%)

Robert F. Shuford (65)           1965        Chairman of the Board,
                                             President & CEO                         535,484     (4)(5)
                                             Old Point Financial Corporation         (13.4%)
                                             Chairman of the Board
                                             Old Point National Bank

     *Represents less than 1.0% of the total outstanding shares.

                                                -38-

(1)  Refers  to the year in which the individual first  became  a
     director  of  the  Bank.  Dr. Richard F.  Clark,  Eugene  M.
     Jordan,  and  Robert  F.  Shuford became  directors  of  the
     Company  upon  consummation of the Bank's reorganization  on
     October  1, 1984.  All present directors of the Company  are
     directors of the Bank.  Dr. Richard F. Clark, Dr. Arthur  D.
     Greene,  Mr.  John C. Ishon and Mr. Robert  F.  Shuford  are
     directors of the Trust Company.

(2)  For  purposes of this table, beneficial ownership  has  been
     determined in accordance with the provisions of Rule 13d-3 of the
     Securities Exchange Act of 1934 under which, in general, a person
     is deemed to be the beneficial owner of a security if he or she
     has  or shares the power to vote or direct the voting of the
     security or the power to dispose of or direct the disposition of
     the security, or if he or she has the right to acquire beneficial
     ownership of the security within sixty days.

(3)  Includes  shares held (i) by their close relatives  or  held
     jointly with their spouses, (ii) as custodian or trustee for the
     benefit of their children or others, or (iii) as attorney-in-fact
     subject to a general power of attorney - Dr. Clark, 300 shares;
     Mr. Evans, 975 shares; Mr. Goodson, 4,362 shares; Mrs. Grabow,
     2 shares; Dr. Greene, 2,952 shares; Mr. Hansen, 1,144 shares;
     Mr. Harris, 638 shares, Mr. Ishon, 5,239 shares; Mr.Jordan,
     6,000 shares; Mr. Morgan, 4,765 shares; Dr. Schappert, 119,715
     shares; and Mr. Shuford, 113,385 shares.

(4)  Includes shares that may be acquired within 60 days pursuant
     to the exercise of stock options granted under the 1989 and 1998
     Old Point Stock Option Plans - Dr. Clark 4,500, Mr. Evans 4,500,
     Mr. Goodson 4,500, Dr. Greene 4,500, Mr. Hansen 3,000, Mr. Harris
     4,500, Mr. Ishon 4,500, Mr. Jordan 4,500, Mr. Morgan 4,500,
     Mr. Morris 26,031, Dr. Schappert 4,500, and Mr. Shuford 39,941.

(5)  Mr.   Shuford  is  one  of  three  directors  of  the  VuBay
     Foundation, a charitable foundation organized under 501(c)(3) of
     the Internal Revenue Code of 1986, as amended.  A majority of the
     Directors have the power to vote shares of Company common stock
     owned by the foundation.  The foundation owned 290,376 shares of
     stock as of March 14, 2003.  Mr. Shuford disclaims any beneficial
     ownership of these shares.

      There are two family relationships among the directors  and
executive  officers.   Mr.  Jordan is the  father-in-law  of  Mr.
Ishon.   Mr.  Shuford and Dr.  Schappert are married to  sisters.
None  of  the directors serve as a director of any other  company
with  a class of securities registered pursuant to Section 12  of
the Securities Exchange Act of 1934.

                                  -39-

The Company believes that its officers, directors and 10% beneficial
owners during 2002 complied with all filing requirements under Section
16(a), with the exception of one late filing of Form 4 on behalf of
Mr. Eugene M. Jordan, Sr. and two late filings of Form 4 on behalf of
Mr. G. Royden Goodson, III.

In  addition to the executive officers included in the  preceding
list  of  directors,  the  persons  listed  below  are  executive
officers of the Company.


Name and (Age)               Principal Occupation with the Registrant

Cary B. Epes (54)            Senior Vice President/Credit
                             Mr. Epes also serves as Executive Vice
                             President and Chief Credit Officer for
                             Old Point National Bank.

Margaret P.  Causby (52)     Senior Vice President/Administration
                             Ms. Causby also serves as Executive Vice
                             President and Chief Administrative
                             Officer for Old Point National Bank.

Frank E. Continetti (43)     Executive Vice President/Trust
*resigned effective          Mr. Continetti also serves as President
October 4, 2002              and Chief Executive Officer for Old
                             Point Trust & Financial Services, N.A.

Laurie D. Grabow (45)        Senior Vice President/Finance
                             Ms.  Grabow  also serves as  Senior  Vice
                             President  and  Chief  Financial  Officer
                             for Old Point National Bank.

Each  of these executive officers owns less than 1% of the  stock
of the Company.

                                  -40-

Item 11. Executive Compensation

Cash Compensation

      The  following table presents a three-year summary  of  all
compensation paid or accrued by the Company and the Bank  to  the
Company's  Chief  Executive Officer and  each  executive  officer
whose  salary  and bonus for 2002 exceeded $100,000.   The  table
also  presents  the  number  and percentages  of  shares  of  the
Company's common stock held by these executive officers, who  are
all executive officers of the Company.



                   SUMMARY COMPENSATION TABLE

                       Annual Compensation
                                                                        Amount of
                                                                        Nature of
                                                                        Beneficial
                                                                        Ownership as of
                                                                        March 14, 2003
Name and Principal                                     All Other        (Percent of
Position                Year      Salary(1) Bonus(2)   Compensation(3)  Class)(4)(5)(6)
- -----------------------------------------------------------------------------------------
<s>                     <c>       <c>       <c>        <c>              <c>
Robert F. Shuford,      2002      $175,766  $40,000    $15,646          535,484
Chairman, President     2001      $158,600  $33,000    $16,006          (13.4%)
& CEO ( Company)        2000      $156,800  $27,000    $15,519

Louis G. Morris         2002      $147,266  $34,000    $12,329           48,966
President & CEO         2001      $130,600  $27,500    $10,729           (1.2%)
(Bank)                  2000      $129,800  $22,500    $10,241

Cary B. Epes            2002      $115,333  $27,680    $10,059           27,274
EVP/CCO (Bank)          2001      $107,000  $23,540    $ 9,329             *
                        2000      $107,000  $19,260    $ 8,948

Margaret P. Causby      2002      $114,333  $27,440    $10,025           25,936
EVP/CAO (Bank)          2001      $106,000  $23,320    $ 9,532             *
                        2000      $106,000  $19,080    $ 8,863

Frank E.Continetti      2002      $ 87,650  $     0    $ 2,759              494
President & CEO         2001      $103,333  $11,160    $ 9,112             *
OPT&FS, NA              2000      $102,000  $15,000    $ 8,511
*Resigned effective 10/4/02



                                            -41-

 (1) Salary  includes directors' fees as follows:  Mr. Shuford  -
     2002, $9,100, 2001, $8,600 and 2000,  $6,800.  Mr.  Morris  -
     2002, $5,600, 2001, $5,600 and 2000, $4,800.
     Mr. Continetti - 2002, $2,750, 2001, $3,500 and 2000, $2,000.

(2)  Bonus  consideration for Mr. Shuford is  paid  in  the  year
     following the year in which the bonus is earned so that  the
     Compensation Committee can evaluate year-end results.  Bonus
     consideration for Mr. Morris, Mr. Epes, Mrs. Causby and  Mr.
     Continetti is paid in the year in which it is earned.

(3)  The amount of compensation in the form of perquisites or other
     personal benefits properly categorized in this column according
     to the disclosure rules adopted by the Securities and Exchange
     Commission did not exceed the lesser of either $50,000 or 10%
     of the total annual salary and bonus reported in each of the
     three years reported for Mr. Shuford, Mr. Morris, Mr. Epes,
     Mrs. Causby and Mr. Continetti, respectively.

(4)  Mr. Shuford has received other compensation as follows:
<table>
<caption>
                                      2002     2001     2000
                                     ------   ------   ------
     <s>                            <c>      <c>      <c>
     Deferred Profit Sharing        $ 4,578  $ 4,119  $ 3,896
     Cash Profit Sharing              4,606    3,823    3,559
     401(k) Matching Plan             5,000    4,500    4,500
     Group Term Insurance             1,462    3,564    3,564
                                    -------- -------  -------
     Total                          $15,646  $16,006  $15,519

     Mr. Morris has received other compensation as follows:

                                      2002     2001     2000
                                    -------  -------  -------
     Deferred Profit Sharing        $ 3,891  $ 3,433  $ 3,247
     Cash Profit Sharing              3,915    3,186    2,966
     401(k) Matching Plan             4,250    3,750    3,750
     Group Term Insurance               273      360      278
                                    -------  -------  -------
     Total                          $12,329  $10,729  $10,241

</table>
                              -42-
<page>
<table>
<caption>

     Mr. Epes has received other compensation as follows:

                                      2002     2001     2000
                                    -------  -------  -------
     <s>                            <c>      <c>      <c>
     Deferred Profit Sharing        $ 3,168  $ 2,939  $ 2,779
     Cash Profit Sharing              3,188    2,727    2,539
     401(k) Matching Plan             3,460    3,210    3,210
     Group Term Insurance               243      453      420
                                    -------  -------  -------
     Total                          $10,059  $ 9,329  $ 8,948


     Mrs. Causby has received other compensation as follows:


                                      2001     2000     1999
                                     ------   ------   ------
     Deferred Profit Sharing        $ 3,140  $ 2,911  $ 2,753
     Cash Profit Sharing              3,160    2,701    2,516
     401(k) Matching Plan             3,430    3,180    3,180
     Group Term Insurance               295      740      414
                                    -------  -------  -------
     Total                          $10,025  $ 9,532  $ 8,863

     Mr. Continetti has received other compensation as follows:

                                      2002     2001     2000
                                     ------   ------   ------
     Deferred Profit Sharing        $     0  $ 2,838  $ 2,598
     Cash Profit Sharing                  0    2,634    2,373
     401(k) Matching Plan             2,547    3,100    3,000
     Group Term Insurance               212      540      540
                                    -------  -------  -------
     Total                          $ 2,759  $ 9,112  $ 8,511


(5)  For  purposes of this table, beneficial ownership  has  been
     determined  in accordance with the provisions of Rule  13d-3
     of  the  Securities  Exchange Act of 1934  under  which,  in
     general, a person is deemed to be the beneficial owner of  a
     security  if he or she has or shares the power  to  vote  or
     direct the voting of the security or the power to dispose of
     or  direct the disposition of the security, or if he or  she
     has  the  right  to  acquire  beneficial  ownership  of  the
     security within 60 days.

(6)  Include  shares  held (1) by their joint  relative  or  held
     jointly with their spouses, (2) as custodian or trustee  for
     the benefit of their children or others, (3) as attorney-in-
     fact  subject  to  a general power of attorney-Mr.  Shuford,
     113,385 shares.

(6)  Include  shares that may be acquired within 60 days pursuant
     to  the exercise of stock options granted under the 1989 and
     1998 Old Point Stock Option Plans-Mr. Shuford 31,941 shares,
     Mr. Morris 26,031 shares, Mr. Epes 21,345 shares and Mrs.
     Causby 22,095 shares.

                                  -43-
<page>

Item 12. Security Ownership of certain Beneficial Owners and
Management

Security ownership of certain beneficial owners and management is
detailed in Part III, Item 10 of this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions

      Some of the Company's directors, executive officers, and members
of their immediate families, and corporations, partnerships and other
entities of which such persons are officers, directors, partners,
trustees, executors or beneficiaries, are customers of the Bank.  As
of December 31, 2002 borrowing by all policy making officers and
directors amounted to $2.3 million.  This represented 4.0% of the
total equity capital accounts of the Company as of December 31, 2002.
All  loans  and commitments to lend included in such transactions
were  made in the ordinary course of business, upon substantially
the same terms, including interest rates and collateral, as those
prevailing  at  the time for comparable transactions  with  other
persons   and   did  not  involve  more  than  normal   risk   of
collectibility or present other unfavorable features.  It is  the
policy  of  the  Bank to provide loans to officers  who  are  not
executive officers and to employees at more favorable rates  than
those  prevailing at the time for comparable  transactions   with
other  persons.  These loans do not involve more than the  normal
risk of collectibility or present other unfavorable features.

      The  law  firm of Troutman Sanders Mays & Valentine  L.L.P.
serves  as legal counsel to the Company. Jordan, Ishon  &  Jordan
serve as legal counsel to the Bank and Trust Company until
December 31, 2002, at which time the firm dissolved.  Director
Eugene  M.  Jordan  was  a  member  of the firm.  During  2002,
the  firm received  a  retainer and fees totaling $42,781.
Morgan  Marrow Insurance  of  which  John B. Morgan, II is
President,  provided insurance  for which the Company paid $69,337
during 2002.  Hampton Stationery, of whom John Cabot  Ishon  is
President,  Geddy,  Harris,  Franck &  Hickman  L.L.P.  of  which
Stephen  D. Harris is a partner, and Warwick Plumbing  &  Heating
Corp.  of  which  G.  Royden Goodson, III  is  President  provide
products and services to the Company.

                                  -44-

Item 14.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated
the effectiveness of our disclosure controls and procedures (as such
term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date").  Based on
such evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that, as of the Evaluation Date, our disclosure controls
and procedures are effective in alerting them on a timely basis to material
information relating to the Company required to be included in our reports
filed or submitted under the Securities Exchange Act of 1934, as
amended.

Changes in Internal Controls

Since the Evaluation Date, there have not been any significant changes in
our internal controls or in other factors that could significantly affect
such controls.

                              -45-

<page>
PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8

     A.1  Financial Statements:

          The following audited financial statements are included in Part II,
          Item 8, of this Annual Report on Form 10-K.

          Consolidated Balance Sheets - December 31, 2002 and 2001
          Consolidated Statements of Income
            Years Ended December 31, 2002, 2001 and 2000
          Consolidated Statements of Changes in Stockholders' Equity
            Years Ended December 31, 2002, 2001 and 2000
          Consolidated Statements of Cash Flows
            Years Ended December 31, 2002, 2001 and 2000
          Notes to Financial Statements
          Auditor's Report

     A.2  Financial Statement Schedules:

          Schedule                                     Location

          Average Balance Sheets, Net Interest
            Income and Rates                           Part I, Item 1
          Analysis of Change in Net Interest Income    Part I, Item 1
          Interest Sensitivity Analysis                Part I, Item 1
          Investment Security Maturities & Yields      Part I, Item 1
          Loans                                        Part I, Item 1
          Maturity Schedule of Selected Loans          Part I, Item 1
          Nonaccrual, Past Due and Restructured Loans  Part I, Item 1
          Analysis of the Allowance for Loan Losses    Part I, Item 1
          Allocation of the Allowance for Loan Losses  Part I, Item 1
          Deposits                                     Part I, Item 1
          Certificates of Deposit of $100,000 and more Part I, Item 1
          Return on Average Equity                     Part I, Item 1
          Short Term Borrowings                        Part I, Item 1
          Selected Financial Data                      Part II, Item 6
          Capital Ratios                               Part II, Item 7
          Dividends Paid and Market Price of
            Common Stock                               Part II, Item 7
          Investment Securities                        Part II, Item 8
          Proceeds from sales and maturities of
            securities                                 Part II, Item 8
          Premises and Equipment                       Part II, Item 8
          Other Real Estate Owned                      Part II, Item 8
          Stock Option Plan                            Part II, Item 8
          Components of Income Tax Expense             Part II, Item 8
          Reconciliation of Expected and
            Reported Income Tax Expense                Part II, Item 8
          Lease Commitments                            Part II, Item 8
          Pension Plan                                 Part II, Item 8
          Commitments and Contingencies                Part II, Item 8
          Fair Value of Financial Instruments          Part II, Item 8
          Directors and Executive Officer              Part III, Item 10
          Executive Compensation                       Part III, Item 11
                                  -46-

     A.3  Exhibits:

          3    Articles of Incorporation and Bylaws
          4    Not Applicable
          9    Not Applicable
          10   Not Applicable
          11   Not Applicable
          12   Not Applicable
          13   Not Applicable
          18   Not Applicable
          19   Not Applicable
          21   Subsidiaries of the Registrant
          23   Not Applicable
          23   Consent of Independent Certified Public Accountants
          24   Powers of Attorney
          27   Not Applicable
          28   Not Applicable
          29   Not Applicable
          99.1 Certification of Chief Executive Officer
          99.2 Certification of Chief Financial Officer

B. Reports on Form 8-K:

A Current Report, Form 8-K was filed on October 9, 2002 regarding the
Company's announcement of the election of Eugene M. Jordan, II to the
Board of Directors of Old Point Trust & Financial Services, N.A. in
advance of his appointment to the position of President and Chief
Executive Officer.

A Current Report, Form 8-K was filed on October 9, 2002 regarding the
Company's announcement of the declaration of a 50% stock dividend.

A Current Report, Form 8-K was filed on September 30, 2002 regarding the
Company's announcement of the resignation of Frank E. Continetti,
President and CEO of Old Point Trust & Financial Services, N.A.

                                  -47-

                  INDEX OF EXHIBITS

     Exhibit No.

      3        Articles of Incorporation and Bylaws
               (incorporated by reference from our Annual Report on
                Form 10-K for the year ended 1998 (File No. 000-12896))

      4        Not Applicable

      9        Not Applicable

     10        Not Applicable

     11        Not Applicable

     12        Not Applicable

     13        Not Applicable

     18        Not Applicable

     19        Not Applicable

     21        Subsidiaries of the Registrant

     22        Not Applicable

     23        Consent of Independent Certified
               Public Accountants

     24        Powers of Attorney

     27        Not Applicable

     28        Not Applicable

     29        Not Applicable

     99.1      Certification of Chief Executive Officer

     99.2      Certification of Chief Financial Officer

                                  -48-

Signatures

     Pursuant to the requirements of Section 13 or 15(d) 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 on the 27th day of March, 2003.

                              OLD POINT FINANCIAL CORPORATION


                              /s/Robert F. Shuford
                              --------------------
                              Robert F. Shuford, President

     Pursuant to the requirements of the Securities and Exchange Act
of 1934, this report has been signed by the following persons on
behalf of the registrant and in their capacities on the 27th day of
March, 2003.


/s/Robert F. Shuford
- --------------------                      President and Director
Robert F. Shuford                         Principal Executive Officer


/s/Laurie D. Grabow
- -------------------                       Senior Vice President
Laurie D. Grabow                          Principal Financial & Accounting
                                          Officer

/s/Richard F. Clark
- -------------------                       Director
Richard F. Clark

/s/Russell S. Evans, Jr.
- ------------------------                  Director
Russell S. Evans, Jr.

/s/G. Royden Goodson, III
- -------------------------                 Director
Royden G. Goodson, III

/s/Dr. Arthur D. Greene
- -----------------------                   Director
Arthur D. Green

/s/Gerald E. Hansen
- -------------------                       Director
Gerald E. Hansen

/s/Stephen D. Harris
- --------------------                      Director
Stephen D. Harris

/s/John Cabot Ishon
- -------------------                       Director
John Cabot Ishon

/s/Eugene M. Jordan
- -------------------                       Director
Eugene M. Jordan

/s/Louis G. Morris
- ------------------                        Director
Louis G. Morris

/s/John B. Morgan
- -----------------                         Director
John B. Morgan

/s/Dr. H. Robert Schappert
- --------------------------                Director
Dr. H. Robert Schappert

                                  -49-