SCHEDULE 14A
                                 (Rule 14a-101)
                     Information Required in Proxy Statement

                            SCHEDULE 14A INFORMATION
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                     INDEPENDENT COMMUNITY BANKSHARES, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

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                     INDEPENDENT COMMUNITY BANKSHARES, INC.

Dear Shareholder:

         You  are  cordially  invited  to  attend  the 2000  Annual  Meeting  of
Shareholders of Independent Community Bankshares,  Inc. to be held on Wednesday,
April 19,  2000 at 10:00  a.m.  at the  Middleburg  Community  Center,  300 West
Washington Street, Middleburg, Virginia.

         Please  note the change in  location  for the Annual  Meeting.  Plan to
attend the Annual Meeting as we would like to show you the growth and vision for
your Company.

          At the Annual  Meeting,  you will be asked to elect 13  directors  for
terms of one year  each.  You will also vote to amend the  Company's  1997 Stock
Option  Plan and to ratify  the  appointment  of  independent  auditors  for the
Company for 2000.  Enclosed  with this  letter is a formal  notice of the Annual
Meeting, a Proxy Statement and a form of proxy.

         Whether or not you plan to attend the Annual  Meeting,  it is important
that your shares be  represented  and voted.  Please  complete,  sign,  date and
return the enclosed proxy promptly using the enclosed postage-paid envelope. The
enclosed proxy,  when returned  properly  executed,  will be voted in the manner
directed in the proxy.

         We hope you will participate in the Annual Meeting, either in person or
by proxy.

                                            Sincerely,

                                            /s/ Joseph L. Boling

                                            Joseph L. Boling
                                            Chairman and Chief Executive Officer

Middleburg, Virginia
March 20, 2000





                     INDEPENDENT COMMUNITY BANKSHARES, INC.
                           111 West Washington Street
                           Middleburg, Virginia 20117

                               -------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                               -------------------

         The  Annual  Meeting  of   Shareholders   (the  "Annual   Meeting")  of
Independent  Community  Bankshares,   Inc.  (the  "Company")  will  be  held  on
Wednesday,  April 19, 2000 at 10:00 a.m. at the Middleburg Community Center, 300
West Washington Street, Middleburg, Virginia, for the following purposes:

         1.       To elect 13  directors  to serve  for  terms  of one year each
                  expiring at the 2001 annual meeting of shareholders;

         2.       To approve an  amendment  to the  Company's  1997 Stock Option
                  Plan;

         3.       To  ratify  the  appointment  of the  firm  of  Yount,  Hyde &
                  Barbour,  P.C. as independent auditors for the Company for the
                  fiscal year ending December 31, 2000; and

         4.       To act upon such other matters as may properly come before the
                  Annual Meeting.

         Only  holders  of  shares  of  Common  Stock of  record at the close of
business on March 1, 2000,  the record date fixed by the Board of  Directors  of
the Company, are entitled to notice of, and to vote at, the Annual Meeting.

                              By Order of the Board of Directors

                              /s/ Alice P. Frazier

                              Alice P. Frazier
                              Senior Vice President and Chief Financial Officer

March 20, 2000








                     INDEPENDENT COMMUNITY BANKSHARES, INC.
                           111 West Washington Street
                           Middleburg, Virginia 20117

                                 PROXY STATEMENT

         This Proxy  Statement is furnished to holders of the common stock,  par
value $5.00 per share ("Common  Stock"),  of Independent  Community  Bankshares,
Inc. (the  "Company"),  in connection  with the  solicitation  of proxies by the
Board of  Directors  of the  Company  to be used at the 2000  Annual  Meeting of
Shareholders (the "Annual  Meeting") to be held on Wednesday,  April 19, 2000 at
10:00 a.m. at the  Middleburg  Community  Center,  300 West  Washington  Street,
Middleburg, Virginia, and any duly reconvened meeting after adjournment thereof.

         Any  shareholder who executes a proxy has the power to revoke it at any
time by written  notice to the  Secretary of the  Company,  by executing a proxy
dated as of a later date,  or by voting in person at the Annual  Meeting.  It is
expected that this Proxy Statement and the enclosed proxy card will be mailed on
or about  March 20,  2000 to all  shareholders  entitled  to vote at the  Annual
Meeting.

         The cost of soliciting  proxies for the Annual Meeting will be borne by
the Company.  The Company does not intend to solicit  proxies  otherwise than by
use of the mails, but certain  officers and regular  employees of the Company or
its  subsidiaries,  without  additional  compensation,  may use  their  personal
efforts,  by telephone or  otherwise,  to obtain  proxies.  The Company may also
reimburse banks, brokerage firms and other custodians,  nominees and fiduciaries
for their reasonable out-of-pocket expenses in forwarding proxy materials to the
beneficial owners of shares of Common Stock.

         On March 1, 2000, the record date for  determining  those  shareholders
entitled to notice of and to vote at the Annual  Meeting,  there were  1,778,994
shares of Common Stock issued and outstanding.  Each outstanding share of Common
Stock is  entitled  to one vote on all  matters  to be acted  upon at the Annual
Meeting. A majority of the shares of Common Stock entitled to vote,  represented
in person or by proxy,  constitutes a quorum for the  transaction of business at
the Annual Meeting.

         A  shareholder  may  abstain or (only with  respect to the  election of
directors) withhold his or her vote  (collectively,  "Abstentions") with respect
to each item submitted for shareholder approval. Abstentions will be counted for
purposes of  determining  the  existence  of a quorum.  Abstentions  will not be
counted as voting in favor of the relevant item.

         A broker who holds shares in "street name" has the authority to vote on
certain items when it has not received  instructions  from the beneficial owner.
Except for certain items for which brokers are prohibited from exercising  their
discretion,  a broker is entitled to vote on matters put to shareholders without
instructions  from the  beneficial  owner.  Where  brokers do not have or do not
exercise such  discretion,  the inability or failure to vote is referred to as a
"broker nonvote." Under the circumstances  where the broker is not permitted to,
or does not, exercise its discretion,  assuming proper disclosure to the Company
of such inability to vote,  broker  nonvotes will not be counted for purposes of
determining  the  existence  of a quorum,  and also will not be  counted  as not
voting in favor of the particular matter.




         The Board of  Directors  is not aware of any  matters  other than those
described in this Proxy Statement that may be presented for action at the Annual
Meeting.  However,  if other matters do properly come before the Annual Meeting,
the persons named in the enclosed proxy card possess discretionary  authority to
vote in accordance with their best judgment with respect to such other matters.

                                  PROPOSAL ONE

                              ELECTION OF DIRECTORS

         Thirteen  directors  will  be  elected  at  the  Annual  Meeting.   The
individuals listed below are nominated by the Board of Directors for election at
the Annual Meeting.

         The election of each nominee for director requires the affirmative vote
of the holders of a plurality of the shares of Common Stock cast in the election
of  directors.  If the  proxy is  executed  in such  manner  as not to  withhold
authority for the election of any or all of the nominees for directors, then the
persons named in the proxy will vote the shares represented by the proxy for the
election  of the 13  nominees  named  below.  If the  proxy  indicates  that the
shareholder  wishes to withhold a vote from one or more  nominees for  director,
such instructions will be followed by the persons named in the proxy.

         Each nominee has  consented to being named in this Proxy  Statement and
has agreed to serve if elected.  The Board of Directors has no reason to believe
that any of the nominees  will be unable or unwilling to serve.  If, at the time
of the  Annual  Meeting,  any  nominee  is  unable  or  unwilling  to serve as a
director,  votes  will  be  cast,  pursuant  to the  enclosed  proxy,  for  such
substitute  nominee as may be nominated by the Board of Directors.  There are no
current  arrangements between any nominee and any other person pursuant to which
a nominee was selected. No family relationships exist among any of the directors
or between any of the directors and executive officers of the Company.

         The following  biographical  information  discloses each nominee's age,
business  experience  in the past five  years and the year each  individual  was
first elected to the Board of Directors or its predecessor:

                Nominees for Election Whose Terms Expire in 2001

Howard M. Armfield, 57, has been a director since 1984.
         Mr.  Armfield  is  Executive  Vice  President  and  owner of  Armfield,
         Harrison & Thomas,  Inc., an independent  insurance agency in Leesburg,
         Virginia.

Joseph L. Boling, 55, has been a director since 1993.
         Mr. Boling has been the Chairman, President and Chief Executive Officer
         of the Company and The  Middleburg  Bank (the "Bank"),  a subsidiary of
         the Company, since April 1997. From February 1993 to April 1997, he was
         President  and Chief  Executive  Officer of the  Company  and the Bank.
         Prior to  employment  by the Company and the Bank, he was a Senior Vice
         President of Crestar Bank in Richmond, Virginia.

Childs Frick Burden, 49, has been a director since 1997.
         Mr.  Burden  is a partner  with  Secor  Group,  an  investment  firm in
         Washington, D.C.

J. Lynn Cornwell, Jr., 75, has been a director since 1984.
         Mr.  Cornwell is President and owner of J. Lynn Cornwell,  Inc., a real
         estate development company in Loudoun County.

                                       2


William F. Curtis, 71, has been a director since 1962.
         Mr. Curtis is currently retired.  Until February 1993, he had served as
         President and Chief Executive Officer of the Bank for 25 years.

F. E. Deacon, III, 44, has been a director since 1997.
         Mr.  Deacon is President  and Chief  Executive  Officer of The Tredegar
         Trust Company ("Tredegar"),  a trust company headquartered in Richmond,
         Virginia and a subsidiary of the Company.

Robert C. Gilkison, 64, has been a director since 1999.
         Mr. Gilkison is President of Gilkison  Patterson  Investment  Advisors,
         Inc.  ("GPIA"),  an  investment  advisory  firm  based  in  Alexandria,
         Virginia.

C. Oliver Iselin, III, 70, has been a director since 1975.
         Mr. Iselin is owner and operator of the Wolver Hill Farm.

Thomas W. Nalls, 58, has been a director since 1997.
         Mr.  Nalls  is a  partner  with  Hazel &  Thomas,  P.C.,  a law firm in
         Leesburg, Virginia.

John C. Palmer, 64, has been a director since 1974.
         Mr. Palmer  retired as Senior Vice  President of the Bank in 1995 after
         27 years of service.

John Sherman, 59, has been a director since 1997.
         Mr. Sherman is owner and operator of The Ashby Inn in Paris, Virginia.

Millicent W. West, 78, has been a director since 1975.
         Ms. West has served in many  volunteer  positions in the Garden Club of
         America and Garden Club of Virginia.

Edward T. Wright, 63, has been a director since 1972.
         Mr. Wright  retired as Senior Vice  President of the Bank in 1998 after
         42 years of service.

         THE BOARD OF DIRECTORS  RECOMMENDS THAT THE  SHAREHOLDERS  VOTE FOR THE
NOMINEES SET FORTH ABOVE.

Executive Officers Who Are Not Directors

         Alice P. Frazier (Age 35) has served as Senior Vice President and Chief
Financial Officer since April 1993.

         Arch A. Moore (Age 48) has served as Senior Vice  President  and Senior
Lender since February 1995.

         William E. Doyle (Age 47) has served as Senior Vice President, Mortgage
and Retail  Services,  since November 1997.  From 1996 to 1997, he was a private
consultant in the banking  industry and, from 1982 to 1996, he was a Senior Vice
President with Crestar Bank.


                                       3


Security Ownership of Management

         The  following  table  sets  forth,  as  of  March  6,  2000,   certain
information  with respect to  beneficial  ownership of shares of Common Stock by
each of the members of the Board of Directors, by each of the executive officers
named  in the  "Summary  Compensation  Table"  below  and by all  directors  and
executive  officers as a group.  Beneficial  ownership  includes shares, if any,
held in the name of the spouse,  minor children or other relatives of a director
living in such  person's  home,  as well as shares,  if any, held in the name of
another  person under an arrangement  whereby the director or executive  officer
can vest title in himself at once or at some future time.

                                 Amount and Nature of
Name                             Beneficial Ownership     Percent of Class (%)
- ----                             --------------------     --------------------

Howard M. Armfield                      17,004                       *
Joseph L. Boling (1)                    33,420                    1.85
Childs Frick Burden                      7,760                       *
J. Lynn Cornwell, Jr.                    4,144                       *
William F. Curtis (2)                  113,906                    6.40
F. E. Deacon, III (1)                   17,261                       *
William E. Doyle, Jr. (1)                4,178                       *
Robert C. Gilkison                       1,000                       *
C. Oliver Iselin, III                   45,733                    2.57
Arch A. Moore, III (1)                  12,623                       *
Thomas W. Nalls                            850                       *
John C. Palmer                          22,486                    1.26
John Sherman                               708                       *
Millicent W. West                      258,771                   14.55
Edward T. Wright (1)                    58,420                    3.28

Directors and executive officers
   as a group (16 persons) (1)         598,264                   32.39

- ------------------
* Percentage of ownership is less than one percent of the outstanding  shares of
Common Stock.

(1)  Amounts disclosed include shares of Common Stock issuable upon the exercise
     of stock  options  exercisable  within 60 days of March 6, 2000,  including
     stock options granted subject to shareholder approval.  See "Proposal Two -
     Approval of an Amendment to the 1997 Stock Option Plan."

(2)  Amount  disclosed  include  shares of Common Stock beneficially owned by a
     trust of which Mr. Curtis serves as trustee.

                                       4



Security Ownership of Certain Beneficial Owners

         The  following  table  sets  forth,  as  of  March  6,  2000,   certain
information  with respect to the beneficial  ownership of shares of Common Stock
by each person who owns, to the Company's  knowledge,  more than five percent of
the outstanding shares of Common Stock.

Name and Address            Number of Shares           Percent of Class (%)
- ----------------            ----------------           --------------------

Millicent W. West                258,771                       14.55
   P.O. Box 236
   Upperville, Virginia

William F. Curtis (1)            113,906                        6.40
   3618 Zulla Road
   The Plains, Virginia

- ------------------
(1) Amount  disclosed  include  shares of Common Stock  beneficially  owned by a
    trust of which Mr. Curtis serves as trustee.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"),  requires the Company's directors and executive  officers,  and
any persons who own more than 10% of the outstanding  shares of Common Stock, to
file with the Securities and Exchange  Commission  ("SEC")  reports of ownership
and changes in ownership of Common Stock. Officers and directors are required by
SEC  regulations to furnish the Company with copies of all Section 16(a) reports
that they file.  Based solely on review of the copies of such reports  furnished
to the Company or written  representation  that no other reports were  required,
the Company  believes  that,  during fiscal year 1999,  all filing  requirements
applicable to its officers and directors were complied with,  except that Robert
C.  Gilkison  inadvertently  filed  late  a  report  on  Form 3  disclosing  his
beneficial ownership at the time that he became a director of the Company.

The Board of Directors and its Committees

         There were 12 meetings of the Board of Directors in 1999. Each director
attended  greater than 75% of the  aggregate  number of meetings of the Board of
Directors and meetings of committees of which the director was a member in 1999.

         The  Company's  Executive  Committee,  which  acts  for  the  Board  of
Directors  when the Board is not in session,  consists of Mrs.  West and Messrs.
Armfield,  Boling, Cornwell, Nalls and William S. Leach. The Executive Committee
met seven times during the year ended December 31, 1999.

         The Examining and Compliance Committee, which consists of Mrs. West and
Messrs.  Armfield,  Burden,  Sherman and  Iselin,  acts as the  Company's  audit
committee.  The Examining and Compliance  Committee is responsible for examining
the affairs of the Bank at least annually, reporting the results of examinations
and  recommending  changes in the manner of doing  business.  The  Examining and
Compliance  Committee  held three  meetings  during the year ended  December 31,
1999.

         The Company's  Nominating  Committee  consists of Mrs. West and Messrs.
Boling, Curtis and Iselin and nominates the individuals proposed for election as
directors.  Shareholders  entitled  to vote for


                                       5


the  election of directors  may nominate  candidates  for  consideration  by the
Nominating  Committee  under  procedures that the Company has  established.  See
"Proposals for 2001 Annual Meeting of  Shareholders."  The Nominating  Committee
met one time during the year ended December 31, 1999.

         The Company does not have a standing compensation committee.

Director Compensation

         As compensation  for their services to the Company,  each member of the
Board of Directors receives a fee of $400 for each meeting of the Board and $300
for each committee meeting attended.  Board members who are also officers do not
receive any  additional  compensation  above their regular  salary for attending
committee  meetings.  In 1999,  directors  received $126,100 in the aggregate as
compensation for their services as directors.

Executive Compensation

         The  following  table shows,  for the fiscal  years ended  December 31,
1999,  1998  and  1997,  the  cash  compensation  paid  by the  Company  and its
subsidiaries,  as well as certain other  compensation  paid or accrued for those
years, to each of the named  executive  officers in all capacities in which they
served:

                           Summary Compensation Table



                                                   Annual Compensation                       Long Term Compensation

                                                                                       Securities
          Name and                                                 Other Annual        Underlying          All Other
     Principal Position        Year   Salary ($)    Bonus ($)    Compensation ($)     Options (#)     Compensation ($) (1)
     ------------------        ----   ----------    ---------    ----------------     -----------     --------------------

                                                                                             
Joseph L. Boling               1999      213,990      35,000             *                10,075               --
Chairman, President and        1998      191,407      30,000             *                10,000               --
   Chief Executive Officer     1997      186,980      20,000             *                20,000               --

F. E. Deacon, III (2)          1999      148,720       2,974             *                 4,075               --
President and Chief            1998      143,000         -0-             *                 5,000               --
   Executive Officer of        1997       52,333       3,900             *                10,000               --
   Tredegar

William E. Doyle, Jr. (3)      1999      142,020       9,941             *                 4,075               --
Senior Vice President          1998      135,000       9,450         13,964(4)             4,000               --
                               1997       14,250       5,000             *                    --               --

Arch A. Moore, III             1999      117,497       8,224             *                 4,075               --
Senior Vice President          1998      109,647       7,675             *                 4,000               --
                               1997      101,375       7,096             *                10,000               --

- ------------------

*    All benefits that might be considered of a  personal  nature did not exceed
     the lesser of $50,000 or 10% of total annual salary and bonus.
(1)  Amounts  presented  represent gross value of payments made by the Bank year
     pursuant to split-dollar life insurance  agreements between the Company and
     the named executive officers.
(2)  The Company acquired  Tredegar on August 1, 1997, and the amounts presented
     for 1997  reflect the amounts  earned by Mr.  Deacon from August 1, 1997 to
     December 31, 1997.
(3)  Mr. Doyle joined the Company on November 21, 1997.
(4)  Amount  presented  includes  $6,000  paid  by  the  Bank  for  Mr.  Doyle's
     initiation  fees for the Loudoun  Golf and Country  Club and $7,964 paid by
     the Bank associated with moving expenses.


                                       6


Stock Options

         The  following  table sets forth for the year ended  December 31, 1999,
the grants of stock options to the named executive officers:

                        Option Grants In Last Fiscal Year



                                                     Percent of Total
                            Number of Securities    Options Granted to
                             Underlying Options    Employees in Fiscal      Exercise or Base
Name                          Granted (#) (1)          Year (%) (2)         Price ($/Share)     Expiration Date
- ----                          ---------------          ------------         ---------------     ---------------

                                                                                    
Joseph L. Boling                   10,000                   26.4                  24.75         December 16, 2009
                                       75                    *                    24.50         October 1, 2009

F. E. Deacon, III                   4,000                   10.6                  24.75         December 16, 2009
                                       75                    *                    24.50         October 1, 2009

William E. Doyle, Jr.               4,000                   10.6                  24.75         December 16, 2009
                                       75                    *                    24.50         October 1, 2009

Arch A. Moore, III                  4,000                   10.6                  24.75         December 16, 2009
                                       75                    *                    24.50         October 1, 2009


- ------------------
* Percentage is less than one percent.

(1)  Stock  options were awarded at or above the fair market value of the shares
     of Common Stock at the date of award.  Amounts  disclosed include shares of
     Common Stock issuable upon the exercise of stock options granted subject to
     shareholder approval.  See  "Proposal Two - Approval of an Amendment to the
     1997 Stock  Option Plan."
(2)  Options to purchase 37,825 shares of Common Stock were granted to employees
     during the year ended December 31, 1999.


                                       7



         No stock options were exercised by the named executive  officers during
1999. The following  table sets forth the amount and value of stock options held
by the named executive officers as of December 31, 1999.

                          Fiscal Year End Option Values



                                       Number of
                                Securities Underlying                  Value of Unexercised
                                Unexercised Options at                 In-the-Money Options
                                Fiscal Year End (#)(1)               at Fiscal Year End ($)(2)
                                ----------------------               -------------------------
Name                        Exercisable       Unexercisable       Exercisable      Unexercisable
- ----                        -----------       -------------       -----------      -------------

                                                                            
Joseph L. Boling                26,535             13,540            126,420            18,580

F. E. Deacon, III               13,011              6,064             63,210             9,290

William E. Doyle, Jr.            3,603              4,472              1,176               824

Arch A. Moore, III              12,423              5,652             62,916             9,084


(1)  Amounts disclosed include shares of Common Stock issuable upon the exercise
     of stock options granted subject to shareholder approval. See "Proposal Two
     - Approval of an Amendment to the 1997 Stock Option Plan."
(2)  The value of  in-the-money  options at fiscal  year end was  calculated  by
     determining  the difference the closing price of a share of Common Stock as
     reported on the OTC  Bulletin  Board on December  31, 1999 and the exercise
     price of the options.

Employment Agreements

         Effective  as of January  1, 1998,  the  Company  and Joseph L.  Boling
entered into an employment  contract that provides for Mr.  Boling's  service as
Chairman,  President  and Chief  Executive  Officer of both the  Company and the
Bank.  Mr.  Boling's  employment  contract is for five years at an initial  base
annual  salary of  $191,408,  and he is eligible for base salary  increases  and
bonuses as determined by the Executive Committee of the Board of Directors.  Mr.
Boling's  employment may be terminated by the Company with or without cause.  If
he resigns for "good  reason" or is terminated  without  "cause" (as those terms
are defined in the employment agreement),  however, he is entitled to salary and
certain  benefits  for the  greater of the  remainder  of his  contract or three
years.  Mr.  Boling's  contract  also  contains a covenant not to compete if his
employment  terminates  for any  reason  other  than a change in  control of the
Company.

         A deferred  compensation  plan has been  adopted for the  Chairman  and
Chief Executive Officer.  Benefits are to be paid in monthly installments for 15
years following  retirement or death. The agreement provides that, if employment
is terminated  for reasons  other than death or disability  prior to age 65, the
amount of benefits would be reduced. The deferred compensation expense for 1999,
1998 and  1997,  based on the  present  value of the  retirement  benefits,  was
$16,936, $15,698 and $16,627,  respectively. The plan is unfunded. However, life
insurance has been acquired on the life of the employee in an amount  sufficient
to discharge the obligation.

         Effective  as of March 27, 1997,  Tredegar  and F. E. Deacon,  III, who
serves as President  and Chief  Executive  Officer of Tredegar,  entered into an
employment  agreement that will expire on August 1, 2000. Mr.  Deacon's  current
base annual salary is $156,156, and he is eligible for base salary increases and
bonuses as determined  by the Board of Directors.  He will also be entitled to a
bonus,  up to a


                                       8


maximum of $27,000 in any year, if Tredegar's  cumulative  net earnings equal or
exceed certain levels as described in the agreement.  This employment  agreement
does not provide  for any  additional  compensation  in the event of a change in
control of the Company and does prohibit Mr. Deacon from competing with Tredegar
for a period of one year  following a termination  of his employment by Tredegar
for any reason.

Transactions with Management

         Robert C. Gilkison, a director of the Company, is President of GPIA and
the  owner of 49.5% of its  capital  stock.  On  August  9,  1999,  the  Company
purchased 100 shares of the capital stock of GPIA,  which represents one percent
of the issued and  outstanding  capital stock of GPIA.  In connection  with this
purchase, the Company also purchased the option to acquire GPIA on or after July
1, 2001.  The Company paid $1.2 million for the option to acquire  GPIA.  If the
option to acquire  GPIA is  exercised,  the  Company  will  purchase  all of the
remaining  issued  and  outstanding  shares  of  GPIA's  capital  stock  for  an
additional $4.8 million in cash and shares of the Common Stock.

         Some of the directors and officers of the Company are at present, as in
the past, customers of the Company, and the Company has had, and expects to have
in the future,  banking transactions in the ordinary course of its business with
directors,   officers,   principal   shareholders  and  their   associates,   on
substantially the same terms,  including interest rates and collateral on loans,
as those  prevailing at the same time for comparable  transactions  with others.
These transactions do not involve more than the normal risk of collectibility or
present other unfavorable features. The balance of loans to directors, executive
officers and their associates  totaled $3,233,000 at December 31, 1999, or 14.0%
of the Company's equity capital at that date.

         There were no transactions  during 1999 between the Company's directors
or officers and the Company's  retirement or profit sharing plans, nor are there
any proposed transactions. Additionally, there are no legal proceedings to which
any director,  officer or principal shareholder,  or any affiliate thereof, is a
party that would be material and adverse to the Company.

                                  PROPOSAL TWO

                            APPROVAL OF AN AMENDMENT
                          TO THE 1997 STOCK OPTION PLAN

General

         On November  12, 1997,  the Board of Directors of the Company  approved
the 1997 Stock Option Plan (the "Stock Option Plan"), which was submitted to and
approved by the Company's  shareholders on April 22, 1998. The Stock Option Plan
is  intended to provide a means for  selected  key  employees  of the Company to
increase their personal financial interest in the Company,  thereby  stimulating
the efforts of these employees and strengthening their desire to remain with the
Company. References to the "Company" in this section will include any subsidiary
corporation.  The principal  features of the Stock Option Plan, as amended,  are
summarized below.

         The Stock  Option Plan  permits the award of  Incentive  Stock  Options
("ISOs") and Non-Qualified  Stock Options ("NQSOs") to eligible officers and key
employees  of the Company and its  subsidiaries  upon such terms as the Board of
Directors may determine, consistent with the terms of the Stock Option Plan.



                                       9


Amendment to the Stock Option Plan

         The Stock Option Plan initially authorized the issuance of up to 45,000
shares of Common Stock to assist the Company in  recruiting  and  retaining  key
management  personnel.  On November 24, 1997, the Company effected a two-for-one
stock split and, as provided therein, the Stock Option Plan currently authorizes
the issuance of up to 90,000 shares of Common Stock.

         On July 21, 1999, the Board of Directors resolved that the Stock Option
Plan be  amended to  increase  the  number of shares of Common  Stock  currently
reserved for issuance by 100,000,  subject to shareholder approval. As a result,
the Stock Option Plan, as so amended,  reserves  190,000  shares of Common Stock
for issuance.  As of March 6, 2000,  the market value of the 190,000 shares that
are issuable under the Stock Option Plan, as amended, was $4,370,000. Except for
increasing  the number of shares  issuable,  the Stock  Option Plan has not been
amended.

         Options to purchase 121,825 shares have been granted, and 68,175 shares
remain  available for grants and awards under the Stock Option Plan.  The grants
of all options to  purchase  shares of Common  Stock not  included in the 90,000
shares of Common Stock  initially  reserved for issuance  under the Stock Option
Plan were made by the Company subject to the approval by the shareholders of the
increase in the number of shares of Common Stock reserved for issuance under the
Stock Option Plan.

         The following  table sets forth  information  relating to all grants of
stock options under the Stock Option Plan to (i) the named  executive  officers,
(ii) all current executive  officers as a group, (iii) all current directors who
are not executive  officers as a group,  and (iv) all  employees,  including all
current officers who are not executive officers, as a group.



                                    Number of Securities                             Value of Unexercised
                                     Underlying Options      Exercise or Base      In-the-Money Options at
                                        Granted (1)           Price ($/Share)        March 6, 2000 ($) (2)
                                        -----------           ---------------        ---------------------
                                                                                  
Joseph L. Boling                           40,075              17.00 - 24.75               120,000

F. E. Deacon, III                          19,075              17.00 - 24.75                60,000

William E. Doyle, Jr.                       8,075              17.00 - 24.75                60,000

Arch A. Moore, III                         18,075              17.00 - 24.75                60,000

Executive Group                           103,375              17.00 - 24.75               360,000

Non-Executive Director Group(3)                --                    --                         --

Non-Executive Officer Employee Group       18,450              17.00 - 27.00                12,000


- ------------------
(1)  Stock  options  were  awarded at the  average of the bid and ask price of a
     share of Common Stock as reported on the OTC Bulletin  Board at the date of
     award.  Amounts  disclosed include shares of Common Stock issuable upon the
     exercise of stock options granted subject to shareholder approval.
(2)  The  value of  in-the-money  options  was  calculated  by  determining  the
     difference between the closing price of a share of Common Stock as reported
     on the OTC Bulletin  Board on March 6, 2000 and the  exercise  price of the
     options.
(3)  The Stock Option Plan does not permit the  grants of  options to  directors
     who are not also employees of the Company.


                                       10


         The Company  intends to continue to grant options to purchase shares of
Common Stock under the Stock Option Plan to directors, eligible officers and key
employees. No determination has been made as to which of the persons eligible to
participate  in the Stock Option Plan will receive awards under the Stock Option
Plan in the future and,  therefore,  the future  benefits to be allocated to any
individual or to various groups of participants are not presently determinable.

Administration

         The Stock Option Plan is  administered  by the Board of Directors.  The
Board of Directors has the sole discretion,  subject to certain limitations,  to
interpret  the Stock Option Plan; to select Stock Option Plan  participants;  to
determine the type,  size, terms and conditions of awards under the Stock Option
Plan;  to authorize  the grant of such awards;  and to adopt,  amend and rescind
rules  relating to the Stock Option  Plan.  All  determinations  of the Board of
Directors are conclusive.  All expenses of  administering  the Stock Option Plan
will be borne by the Company.

Eligibility

         Any officer or employee of the Company or its subsidiaries  who, in the
judgment of the Board of  Directors,  has  contributed  significantly  or can be
expected to contribute  significantly to the profits or growth of the Company or
a subsidiary is eligible to participate  in the Stock Option Plan.  Directors of
the Company who are employees may also participate in the Stock Option Plan.

Individual Agreements

         The  Board of  Directors  has  broad  authority  to fix the  terms  and
conditions of the individual  agreements with  participants.  All awards granted
under  the  Stock  Option  Plan are  intended  to  comply  with  the  applicable
requirements  of Rule 16b-3  promulgated  under the Exchange Act, which exempts,
grants  and  awards  under  qualifying   employee  benefit  plans  from  certain
"short-swing" profit recovery provisions of the Exchange Act.

Shares Available

         Subject  to the  provisions  of the Stock  Option  Plan  providing  for
proportional  adjustments in the event of various changes in the  capitalization
of the Company,  no more than 190,000 shares of authorized  but unissued  Common
Stock may be issued  pursuant  to the Stock  Option  Plan.  Any shares of Common
Stock subject to an Incentive  Stock Option or  Non-Qualified  Stock Option that
are not issued  prior to the  expiration  of such awards will again be available
for award under the Stock Option Plan.

Incentive Stock Options and Non-Qualified Stock Options ("Options")

         The Board of  Directors  may  authorize  the grant of either  ISOs,  as
defined under Section 422 of the Internal  Revenue Code of 1986, as amended,  or
NQSOs,  which  are  subject  to  certain  terms  and  conditions  including  the
following:  (1) the option  price per share will be  determined  by the Board of
Directors,  but for ISOs will not, in any event, be less than 100 percent of the
fair market  value of Common  Stock on the date that the Option is granted;  (2)
the term of the Option will be fixed by the Board of Directors,  but the maximum
period in which an ISO may be  exercised  shall not,  in any  event,  exceed ten
years  from  the  date  that  the  ISO  is  granted;  (3)  Options  will  not be
transferable other than by will or the laws of descent and distribution; (4) the
purchase price of Common Stock issued upon exercise of an Option will be paid in
full to the Company at the time of the exercise of the Option in cash, or at the
discretion of the Board of Directors,  by surrender to the Company of previously
acquired  shares of


                                       11


Common  Stock,  which will be valued at the fair market  value of such shares on
the date  preceding  the date that the  Option is  exercised;  (5) an Option may
expire upon termination of employment or within a specified period of time after
termination  of  employment  as  provided  by the  Board of  Directors;  (6) the
aggregate  fair market value  (determined on the date of grant) of the shares of
Common  Stock with respect to which ISOs are  exercisable  for the first time by
any individual  during any calendar year shall not exceed $100,000;  and (7) the
Board of  Directors  may  elect to cash  out all or part of the  portion  of any
Option to be exercised by a participant by payment in cash or Common Stock of an
amount determined in accordance with the Stock Option Plan.

Change of Control

         At the  discretion of the Board of Directors,  in the event of a Change
in Control,  any outstanding  Option may become fully  exercisable and vested to
the full extent of the original grant. Under the Stock Option Plan, a "Change of
Control"  shall be deemed to have taken place if (i) a third  person,  excluding
certain directors of the Company,  but including a "group" as defined in Section
13(d)(3) of the  Exchange Act becomes the  beneficial  owner of shares of Common
Stock  having 20% or more of the total  number of votes that may be cast for the
election of directors of the Company, or (ii) as the result of, or in connection
with, any cash or exchange offer, merger or other business combination,  sale of
assets or contested election,  or any combination of the foregoing  transactions
(a  "Transaction"),  the persons who were  directors  of the Company  before the
Transaction  shall cease to  constitute  a majority of the Board of Directors of
the Company or any successor to the Company.

Amendment or Termination

         The Board of Directors  may amend or  terminate  the Stock Option Plan;
however,  no  amendment  may become  effective  until  shareholder  approval  is
obtained if the amendment  (i)  materially  increases  the  aggregate  number of
shares that may be issued  pursuant to Options,  (ii)  materially  increases the
benefits  to  participants  under the Stock  Option  Plan,  or (iii)  materially
changes the requirements as to eligibility for participation in the Stock Option
Plan. No amendment shall, without a participant's consent,  adversely affect any
rights of such  participant  under any Option  outstanding at the time that such
amendment is made. No amendment  shall be made if it would  disqualify the Stock
Option Plan from the exemption provided by Rule 16b-3.

Duration of Plan

         No Option may be granted under the Stock Option Plan after November 12,
2007. Options granted before November 12, 2007, shall remain valid in accordance
with their terms.

Tax Status

         Under  current  federal  income tax laws,  the  principal  federal  tax
consequences  to  participants  and to the Company of the grant and  exercise of
ISOs and  NQSOs,  pursuant  to the  provisions  of the Stock  Option  Plan,  are
summarized below.

         Incentive  Stock  Options.  An employee  will  generally  not recognize
income  on  receipt  or  exercise  of an ISO so long  as he or she  has  been an
employee  of the Company or its  subsidiaries  from the date that the Option was
granted until three months before the date of exercise;  however,  the amount by
which the fair market value of the Common Stock at the time of exercise  exceeds
the option  price is a  required  adjustment  for  purposes  of the  alternative
minimum tax  applicable to the employee.  If the employee holds the Common Stock
received  upon  exercise of the Option for one year after  exercise (and for two
years from the date of grant of the Option),  any difference  between the amount
realized  upon the


                                       12


disposition  of the stock and the  amount  paid for the stock will be treated as
long-term capital gain (or loss, if applicable) to the employee. If the employee
exercises an ISO and satisfies  these holding period  requirements,  the Company
may not deduct any amount in connection with the ISO.

         In contrast,  if an employee  exercises an ISO but does not satisfy the
holding  period  requirements  with  respect to the  Common  Stock  acquired  on
exercise,  the employee  generally will recognize ordinary income in the year of
the  disposition  equal to the excess,  if any, of the fair market  value of the
Common Stock on the date of exercise  over the option  price;  and any excess of
the amount realized on the disposition over the fair market value on the date of
exercise will be taxed as long- or short-term capital gain (as applicable).  If,
however, the fair market value of the Common Stock on the date of disposition is
less than on the date of exercise,  the employee will recognize  ordinary income
equal only to the difference  between the amount realized on disposition and the
option price. In either event,  the Company will be entitled to deduct an amount
equal to the amount constituting  ordinary income to the employee in the year of
the premature disposition.

         Non-Qualified Stock Options.  NQSOs granted under the Stock Option Plan
are not taxable to a participant at grant but result in taxation at exercise, at
which time the individual  will recognize  ordinary income in an amount equal to
the  difference  between the option  exercise price and the fair market value of
the Common Stock on the exercise  date. The Company will be entitled to deduct a
corresponding  amount as a  business  expense  in the year that the  participant
recognizes this income.

         THE BOARD OF DIRECTORS  RECOMMENDS THAT THE SHAREHOLDERS  VOTE IN FAVOR
OF THE  AMENDMENT  TO THE 1997  STOCK  OPTION  PLAN.  AN  AFFIRMATIVE  VOTE OF A
MAJORITY OF THE SHARES  PRESENT IN PERSON OR  REPRESENTED BY PROXY AT THE ANNUAL
MEETING IS REQUIRED FOR APPROVAL OF THIS PROPOSAL.

                                 PROPOSAL THREE

                         RATIFICATION OF THE APPOINTMENT
                        OF INDEPENDENT PUBLIC ACCOUNTANTS

         The Board of Directors has appointed,  subject to shareholder approval,
the firm of Yount,  Hyde & Barbour,  P.C. as independent  public  accountants to
audit the consolidated  financial  statements of the Company for the fiscal year
ending December 31, 2000. Yount, Hyde & Barbour,  P.C. has audited the financial
statements  of the  Company  and the Bank for over 25 years.  A majority  of the
votes cast by holders of the Common  Stock is required for the  ratification  of
the appointment of the independent public accountants.

         Representatives  of Yount,  Hyde & Barbour,  P.C.  are  expected  to be
present at the Annual Meeting, will have an opportunity to make a statement,  if
they desire to do so, and are expected to be available to respond to appropriate
questions.

         THE BOARD OF DIRECTORS  RECOMMENDS THAT THE  SHAREHOLDERS  VOTE FOR THE
APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C. AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2000.



                                       13


                PROPOSALS FOR 2001 ANNUAL MEETING OF SHAREHOLDERS

         Under the  regulations of the Securities and Exchange  Commission,  any
shareholder  desiring  to make a proposal  to be acted  upon at the 2001  annual
meeting of shareholders must cause such proposal to be received, in proper form,
at the Company's  principal  executive  offices at 111 West  Washington  Street,
Middleburg,  Virginia  20117,  no later than November 20, 2000, in order for the
proposal to be considered  for inclusion in the  Company's  Proxy  Statement for
that meeting. The Company presently  anticipates holding the 2001 annual meeting
of shareholders on April 18, 2001.

         The Company's  Bylaws also  prescribe the procedure a shareholder  must
follow to nominate  directors or to bring other  business  before  shareholders'
meetings.  For a  shareholder  to nominate a candidate  for director at the 2001
annual  meeting of  shareholders,  notice of nomination  must be received by the
Secretary  of the  Company not less than 60 days and not more than 90 days prior
to the date of the 2001 annual meeting. The notice must describe various matters
regarding the nominee and the shareholder  giving the notice.  For a shareholder
to bring other business before the 2001 annual meeting of  shareholders,  notice
must be received by the  Secretary  of the Company not less than 60 days and not
more than 90 days prior to the date of the 2001 annual meeting.  The notice must
include a description of the proposed business,  the reasons therefor, and other
specified  matters.  Any shareholder may obtain a copy of the Company's  Bylaws,
without charge, upon written request to the Secretary of the Company. Based upon
an  anticipated  date  of  April  18,  2001  for  the  2001  annual  meeting  of
shareholders,  the  Company  must  receive  any  notice of  nomination  or other
business no later than February 17, 2001 and no earlier than January 18, 2001.

                                  OTHER MATTERS

         THE  COMPANY'S  ANNUAL  REPORT FOR THE FISCAL YEAR ENDED  DECEMBER  31,
1999, INCLUDING FINANCIAL STATEMENTS,  IS BEING MAILED TO SHAREHOLDERS WITH THIS
PROXY  STATEMENT.  A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR 1999
FILED WITH THE COMMISSION, EXCLUDING EXHIBITS, MAY BE OBTAINED WITHOUT CHARGE BY
WRITING TO ALICE P. FRAZIER,  SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER,
WHOSE ADDRESS IS P.O. BOX 5, MIDDLEBURG, VIRGINIA 20118.



                                       14








      PLEASE MARK VOTES                                    REVOCABLE PROXY
|X|   AS IN THIS EXAMPLE                        INDEPENDENT COMMUNITY BANKSHARES, INC.
                                                            
                                                                                                               With-    For All
Proxy Solicited on Behalf of the Board of Directors                                                   For      hold      Except

         The  undersigned   hereby  appoints  Arch A.        1.  To elect as directors the 13          _         _         _
Moore,   III  and  Alice  P.  Frazier,   jointly  and            persons listed as nominees below.    |_|       |_|       |_|
severally, proxies, with full power to act alone, and
with full power of  substitution,  to  represent  the          Howard M. Armfield     F.E. Deacon, III       John C. Palmer
undersigned and to vote, as designated below and upon          Joseph L. Boling       Robert C. Gilkison     John Sherman
any  and all  other  matters  that  may  properly  be          Childs Frick Burden    C. Oliver Iselin, III  Millicent W. West
brought  before  such  meeting,  all shares of Common          J. Lynn Cornwell, Jr.  Thomas W. Nalls        Edward T. Wright
Stock that the undersigned  would be entitled to vote          William F. Curtis
at the Annual Meeting of  Shareholders of Independent
Community  Bankshares,  Inc., a Virginia  corporation          INSTRUCTION:  To  withhold  authority  to  vote  for  any  individual
(the  "Corporation"), to be  held  at the  Middleburg          nominee, mark "For All Except" and  write that nominee's  name in the
Community   Center,   300  West  Washington   Street,          space provided below.
Middleburg,  Virginia,  on Wednesday, April 19, 2000,
at  10:00  a.m., local  time, or at  any adjournments          _____________________________________________________________________
thereof,  for the  following purposes:
                                                                                                           For     Against   Abstain
                                                                                                            _         _         _
                                                               2.  To approve an amendment to the          |_|       |_|       |_|
                                                                   Corporation's 1997 Stock Incentive
                                                                   Plan.
                                                                                                            _         _         _
                                                               3.  To ratify the appointment of Yount,     |_|       |_|       |_|
                                                                   Hyde, & Barbour, P.C. as
                                                                   independent auditors for the
                                                                   Corporation for the fiscal year
                                                                   ending December 31, 2000.

                                                               4.  In their  discretion,  the  proxies  are  authorized to vote upon
                                                                   any other  business  that  may  properly come before the meeting,
                                                                   or any adjournment thereof.

                                                                   THIS PROXY, WHEN PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER
                                                               DIRECTED HEREIN BY THE  SHAREHOLDER.  IF NO DIRECTION IS GIVEN,  THIS
                                  -------------------------    PROXY  WILL BE VOTED FOR ALL NOMINEES  LISTED IN ITEM 1 AND FOR ITEMS
 Please be sure to sign and date  | Date                  |    2 AND 3.
   this Proxy in the box below    |                       |
 ----------------------------------------------------------        If signing as  Attorney,  Executor,  Administrator,  Guardian  or
 |                                                        |    Trustee, please add your title as such.
 |                                                        |
 |-Stockholder sign above---Co-holder (if any) sign above-|


  ^ Detach above card, sign, date and mail in postage paid envelope provided. ^

                     INDEPENDENT COMMUNITY BANKSHARES, INC.

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|                             PLEASE ACT PROMPTLY                              |
|                    SIGN, DATE & MAIL YOUR PROXY CARD TODAY                   |
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