EXHIBIT 8


                                                                   June 10, 1997
Central Fidelity Capital Trust I,
  c/o Central Fidelity Banks, Inc.,
    1021 East Cary Street,
      P. O. Box 27602,
        Richmond, Virginia 23261.

Ladies and Gentlemen:

     As special tax counsel to Central Fidelity Capital Trust I (the "Issuer
Trust") and Central Fidelity Banks, Inc., a Virginia corporation, in connection
with the exchange offer by the Issuer Trust of $100,000,000 of its Floating Rate
Capital Trust Pass-through Securities, Series A (the "Securities") pursuant to
the Prospectus forming a part of the Registration Statement to which this
opinion is filed as an exhibit (the "Prospectus"), and assuming the operative
documents for the Securities described in the Prospectus will be performed in
accordance with the terms described therein, we hereby confirm to you our
opinion as set forth under the heading "Certain United States Federal Income Tax
Consequences" in the Prospectus, subject to the limitations set forth therein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Prospectus and the reference to us under
the heading "Certain United States Federal Income Tax Consequences" in the
Prospectus.  By giving the foregoing consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                                Very truly yours,

                                                /s/ Sullivan & Cromwell