POWER OF ATTORNEY

                                  FORM 10-K


     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned Directors of
Jefferson Bankshares, Inc., a Virginia corporation, hereby constitute and
appoint O. Kenton McCartney, Allen T. Nelson, Jr. and William M. Watson,
Jr., or any of them, with full power to each of them to act alone, our true
and lawful attorneys-in-fact and agents, for us on our behalf and in our
name, place and stead, to execute and file the Annual Report on Form 10-K
for Jefferson Bankshares, Inc. for its fiscal year ended December 31, 1994,
and any amendment which such attorney- or attorneys-in-fact may deem
appropriate or necessary.

Dated:  January 24, 1995


John T. Casteen, III  (Seal)                 J. A. Kessler, Jr.  (Seal)

Lawrence S. Eagleburger  (Seal)              W. A. Rinehart, III  (Seal)

Hunter Faulconer  (Seal)                     Gilbert M. Rosenthal  (Seal)

Fred L. Glaize, III  (Seal)                  Alson H. Smith, Jr.  (Seal)

Henry H. Harrell  (Seal)                     Lee C. Tait  (Seal)

Alex J. Kay, Jr.  (Seal)                     H. A. Williamson, Jr.  (Seal)