Exhibit 28(a)




                         BANK OF LOUDOUN
                       30 Catoctin Circle
                    Leesburg, Virginia  22075



            NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                   TO BE HELD ON JULY 28, 1994



To The Shareholders of
Bank of Loudoun:

     A Special Meeting of Shareholders of Bank of Loudoun (the
"Bank") will be held at the Carrodoc Hall at the Ramada Inn, 15
East Market Street, Route 7, Leesburg, Virginia on July 28, 1994
at 7:00 p.m., local time, for the following purposes:

     (1)   To consider and vote upon the proposal to approve and
adopt the Agreement and Plan of Merger among the Bank and
Jefferson National Bank and Jefferson Bankshares, Inc. (the
"Merger Agreement"), pursuant to which the Bank will be merged
with and into Jefferson National Bank, the wholly owned national
bank subsidiary of Jefferson Bankshares, Inc.  Shares of Bank
common stock will be converted into the right to receive shares
of Jefferson Bankshares, Inc. common stock in accordance with the
terms of the Merger Agreement.

     (2)   To consider and vote upon any other matters that may
lawfully come before the Special Meeting.  

     Only stockholders of record at the close of business on June
14, 1994, will be entitled to receive notice of and to vote at
the Special Meeting and any adjournment thereof.  

     PLEASE FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH DOES NOT
REQUIRE ANY POSTAGE IF MAILED IN THE UNITED STATES.  IF YOU
RECEIVE MORE THAN ONE PROXY BECAUSE YOU OWN SHARES REGISTERED IN
DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE COMPLETED AND
RETURNED.  

                              By Order of the Board of Directors



June 23, 1994                 John E. Skilton, Secretary