SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12

Central Virginia Bankshares, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

CENTRAL VIRGINIA BANKSHARES, INC.

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders
of Central Virginia Bankshares, Inc. ("CVB"), which will be held on Tuesday,
April 27, 2004, at 10:00 a.m., at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, for the following
purposes:

(1) to elect three directors for a term of three years,

(2) to ratify the appointment of Mitchell, Wiggins & Company, LLP,
as auditors for the year ending December 31, 2004, and

(3) to transact such other business as may properly come before
the Meeting.

Whether or not you plan to attend in person, it is important that your
shares be represented at the Meeting. Please complete, sign, date and return
promptly the attached proxy card in the enclosed postage-paid return envelope.
If you later decide to attend the Meeting and vote in person, or if you wish to
revoke your proxy for any reason prior to the vote at the Meeting, you may do so
and your proxy will have no further effect.

The Board of Directors and management of CVB appreciate your continued
support and look forward to seeing you at the Annual Meeting.

Sincerely yours,

/s/ RALPH LARRY LYONS

RALPH LARRY LYONS
President and
Chief Executive Officer

Powhatan, Virginia
April 9, 2004

CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P.O. Box 39
Powhatan, Virginia 23139-0039

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 27, 2004

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Central Virginia Bankshares, Inc. ("CVB") will be held at the Powhatan Village
Building (old Powhatan High School), 3910 Old Buckingham Road, Powhatan,
Virginia, on April 27, 2004, at 10:00 a.m. for the following purposes:

(1) to elect three directors for a term of three years and until
their respective successors are elected and qualified,

(2) to ratify the appointment of Mitchell, Wiggins & Company, LLP,
as auditors for the year ending December 31, 2004, and

(3) to transact such other business as may properly come before
the Meeting. Management is not aware of any other business,
other than procedural matters incident to the conduct of the
Meeting.

The Board of Directors has fixed the close of business on March 15,
2004 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Garland L. Blanton, Jr.

Garland L. Blanton, Jr.
Secretary

Powhatan, Virginia
April 9, 2004

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

YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO BE
PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.

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

CENTRAL VIRGINIA BANKSHARES, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
April 27, 2004

GENERAL INFORMATION

This Proxy Statement is furnished to holders of common stock, $1.25 par
value per share ("Common Stock"), of Central Virginia Bankshares, Inc. ("CVB")
in connection with the solicitation of proxies by the Board of Directors (the
"Board") of CVB to be used at the Annual Meeting of Shareholders to be held on
April 27, 2004, at 10:00 a.m. at the Powhatan Village Building (old Powhatan
High School), 3910 Old Buckingham Road, Powhatan, Virginia, and any adjournment
or postponement thereof (the "Annual Meeting").

The approximate date on which this Proxy Statement, the accompanying
proxy card and the Annual Report to Shareholders (which is not part of CVB's
soliciting materials) are being mailed to CVB's shareholders is April 9, 2004.
In addition to solicitation by mail, officers and regular employees of CVB may
solicit proxies in person or by telephone. The cost of soliciting proxies will
be borne by CVB.

The proxy solicited hereby, if properly signed and returned to CVB and
not revoked prior to its use, will be voted in accordance with the instructions
contained thereon. If no contrary instructions are given, each proxy received
will be voted "for" the slate of director nominees and "for" ratification of the
appointment of the auditors set forth on the proxy and described herein. Any
shareholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing written notice thereof with the Secretary of CVB
(Garland L. Blanton, Jr., Secretary, Central Virginia Bankshares, Inc., 2036 New
Dorset Road, P.O. Box 39, Powhatan, Virginia 23139-0039); (ii) submitting a duly
executed proxy bearing a later date; or (iii) appearing at the Annual Meeting or
at any adjournment or postponement thereof and giving the Secretary notice of
his or her intention to vote in person. Proxies solicited hereby may be
exercised only at the Annual Meeting and any adjournment or postponement thereof
and will not be used for any other meeting.

Only shareholders of record at the close of business on March 15, 2004
(the "Record Date") will be entitled to vote at the Annual Meeting. On the
Record Date, there were 2,129,314 shares of Common Stock issued and outstanding
and approximately 838 record holders. Each share of Common Stock is entitled to
one vote at the Annual Meeting. There are no rights of appraisal or similar
rights of dissenters under Virginia law or otherwise with regard to the
proposals to be addressed at the Annual Meeting. CVB had no other class of
equity securities outstanding at the Record Date.

ELECTION OF DIRECTORS

Election of Directors; The Nominees

The Articles of Incorporation and Bylaws of CVB provide that the Board
shall fix the number of directors of CVB and that such directors shall be
divided into three classes as nearly equal in number as possible. Currently, the
number of directors is fixed at eight. The members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually. The following table
sets forth the names of the current directors, the class to which they belong
and the years in which their terms of office will expire:

Class C Class B Class A
2004(1) 2005 2006
---- ---- ----

Charles W. Binford Ralph Larry Lyons Elwood C. May
John B. Larus Garland L. Blanton, Jr. Charles B. Goodman
James T. Napier Fleming V. Austin
- -------------------
(1) These three directors are the nominees for election at the Annual Meeting
for a three-year term expiring in 2007 and until their successors are
elected and qualified.

Unless authority is withheld in the proxy, each proxy executed and
returned by a shareholder will be voted for the election of the three nominees
listed above. Proxies distributed in conjunction herewith may not be voted for
persons other than the nominees named thereon. If any person named as nominee
should be unable or unwilling to stand for election at the time of the Annual
Meeting, the proxy holders will nominate and vote for a replacement nominee or
nominees recommended by the Board. At this time, the Board knows no reason why
any of the nominees listed above would not be able to serve as a director if
elected. The proxy also confers discretionary authority upon the persons named
therein, or their substitutes, with respect to any other matter that may
properly come before the Annual Meeting.

In the election of directors, those nominees receiving the greatest
number of votes will be elected even if they do not receive a majority.
Abstentions and broker non-votes will not be considered a vote for, or a vote
against, a nominee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES BE ELECTED AS DIRECTORS.

The Board of Directors

There is set forth hereafter as to each of the nominees, and the
remaining directors who will continue to serve, certain information including
age, principal occupation and, as of March 15, 2004, information respecting
beneficial ownership of Common Stock. The year shown for initial election as a
director in the information below represents the year in which the nominee or
continuing director was first elected to the Board of CVB or previously to the
Board of Central Virginia Bank, a wholly-owned subsidiary of CVB (the "Bank").
Unless otherwise indicated, the business experience and principal occupations
shown for each nominee or continuing director has extended five or more years.

Ralph Larry Lyons, 55, has been a director since 1983.
Mr. Lyons is President and Chief Executive Officer of CVB and the Bank.

Garland L. Blanton, Jr., 73, has been a director since 1985.
Mr. Blanton is the retired President/Manager of Blanton & Pleasants
Hardware, Inc., a hardware retailer located in Cartersville, Virginia.
He also serves as Secretary of CVB.

Fleming V. Austin, 73, has been a director since 1993.
Mr. Austin is a retired executive vice president of CVB and the Bank.

Elwood C. May, 63, has been a director since 1973.
Mr. May is the owner/operator of Flatrock Hardware, Inc., a hardware
retailer located in Powhatan, Virginia.

Charles B. Goodman, 77, has been a director since 1978.
Mr. Goodman is President of Goodman Truck & Tractor Co., Inc., a truck,
tractor and equipment dealer located in Amelia County, Virginia.

Charles W. Binford, 84, has been a director since 1973.
Mr. Binford is a retired partner of A.G. Smith & Co., a general
merchandise store located in Maidens, Virginia, and the retired
postmaster of Maidens, Virginia.

John B. Larus, 75, has been a director since 1973.
Mr. Larus serves as Chairman of the Boards of Directors of CVB and the
Bank. He is a managing partner of Stony Point Estates.

James T. Napier, 51, has been a director since 1997.
Mr. Napier is President of Napier, Realtors ERA which has its main
office in Chesterfield County and has branch offices serving Powhatan,
Hanover and Henrico Counties and the City of Richmond. Mr. Napier has
been President of the firm since 1991 and has been involved in the real
estate business since 1976.

Other than Mr. Blanton and Mr. Goodman, who are brothers-in-law, there
are no family relationships among the officers and directors of CVB.

Executive Officers Who Are Not Directors

Charles F. Catlett, III (age 55) is Senior Vice President and Chief
Financial Officer. Prior to joining CVB in December 1999, he was President of
Franklin Financial Associates, L.L.C. for two years. Prior to establishing
Franklin Financial Associates, he was Senior Vice President and Group Manager of
Wachovia Bank, the successor by merger in 1997 to Central Fidelity National
Bank, where he served in several senior management capacities in the Bank's
Investments, Management Accounting, Corporate Accounting and Internal Audit
departments. Mr. Catlett has over 29 years of banking experience.

F. William Kidd (age 57) is a Senior Vice President and the Cashier of
the Bank. Mr. Kidd has been with CVB since 1983 and is presently responsible for
the information technology and operations areas of the Bank. Mr. Kidd also
serves as the security officer for CVB.

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

Security Ownership of Management

The following table sets forth information as of March 15, 2004,
regarding the beneficial ownership of Common Stock by all directors and
nominees, each of the named executive officers and by all directors and
executive officers as a group. For the purposes of this table, beneficial
ownership has been determined in accordance with the provisions of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
under which, in general, a person is deemed to be a beneficial owner of a
security if he has or shares the power to vote or direct the voting of the
security or the power to dispose or direct the disposition of the security or if
he has the right to acquire beneficial ownership of the security within 60 days.

Common Stock
Name Beneficially Owned(1) Percent of Class
- ------------------------------------- --------------------- ----------------
Directors
Fleming V. Austin (2) 12,336 .58%
Charles W. Binford (3) 23,332 1.10%
Garland L. Blanton, Jr. (4) 13,090 .61%
Charles B. Goodman (5) 19,967 .94%
John B. Larus (6) 46,603 2.18%
Ralph Larry Lyons (7) 41,035 1.92%
Elwood C. May (8) 15,965 .75%
James T. Napier 7,161 .34%

Executive Officer
Charles F. Catlett, III 9,331 .44%

All present executive officers and
directors as a group (10 persons) 197,427 9.06%
- --------------------
(1) Amounts disclosed include shares of Common Stock issuable upon the exercise
of stock options exercisable within 60 days of March 15, 2004.
(2) Includes 5,113 shares owned by Mr. Austin and his wife as joint tenants and
1,577 shares owned by his wife.
(3) Includes 2,619 shares owned by Mr. Binford and his wife as joint tenants
and 1,410 shares owned by his wife.
(4) Includes 3,885 shares owned by Mr. Blanton and his wife as joint tenants
and 858 shares owned by his wife.
(5) Includes 3,546 shares owned by Mr. Goodman and his wife as joint tenants
and 6,136 shares owned by his wife.
(6) Includes 12,600 shares owned by Mr. Larus' wife.
(7) Includes 5,041 shares owned by Mr. Lyons and his wife as joint tenants, and
4,042 shares owned by his wife.
(8) Includes 4,863 shares owned by Mr. May and his wife as joint tenants.

Security Ownership of Certain Beneficial Owners

Management does not believe that any shareholder beneficially owns more
than 5% of the outstanding shares of Common Stock as of March 15, 2004.

CORPORATE GOVERNANCE AND
THE BOARD OF DIRECTORS

The Board of Directors and its Committees

Meetings of the Board of Directors are held regularly each month and
there is also an organizational meeting following the Annual Meeting of
Shareholders. The Board held 13 meetings in the year ended December 31, 2003.
For such year, none of CVB's eight directors attended fewer than 75% of the
aggregate number of Board meetings and meetings of committees of which the
respective directors are members.

Independence of the Directors

The Board of Directors has determined that the following seven
individuals of its total eight members are independent as defined by the listing
standards of the Nasdaq Stock Market, Inc. ("Nasdaq"): Messrs. Blanton, Austin,
May, Goodman, Binford, Larus and Napier. In reaching this conclusion, the Board
of Directors considered that CVB and its subsidiary bank conduct business with
companies of which certain members of the Board of Directors or members of their
immediate families are or were directors or officers.

Code of Ethics

The Executive Committee of the Board of Directors has approved a Code
of Business Conduct and Ethics for directors, officers and all employees of CVB
and its subsidiaries. The Code addresses such topics as compliance with
applicable laws and regulations, accuracy and preservation of records,
accounting and financial reporting and conflicts of interest. Requests for a
copy of the CVB's Code of Ethics may be sent to tthornton@centralvabank.com or
by visiting the CVB's website at www.centralvabank.com.

Committees

The Board of Directors has a standing Audit Committee and Compensation
Committee, but does not have a standing Nominating Committee.

Audit Committee. The Audit Committee consists of Messrs. Blanton,
Binford and Napier, all of whom the Board in its business judgment has
determined are independent as that term is defined in the listing standards of
Nasdaq. CVB has not currently designated an "audit committee financial expert."
The Audit Committee has, however, engaged the accounting firm of Keiter Stephens
Hurst Gary & Shreaves to serve as a consultant to the Audit Committee. The Board
believes that with Keiter Stephens' assistance the current members of the Audit
Committee have the ability to understand financial statements and generally
accepted accounting principles, the ability to assess the general application of
such principles in connection with the accounting for estimates, accruals and
reserves, an understanding of internal controls and procedures for financial
reporting and an understanding of audit committee functions.

The Audit Committee is responsible for the selection and recommendation
of the independent accounting firm for the annual audit and for the assurance of
the adherence to a system of internal controls. It reviews and accepts the
reports of CVB's independent auditors and federal examiners. The Audit Committee
met four times during the year ended December 31, 2003.

Compensation Committee. The Compensation Committee consists of Messrs.
Austin, Binford and Larus. The Compensation Committee is responsible for
reviewing and approving salary grade levels for the Bank as well as recommended
salary increases. The Compensation Committee met once during the year ended
December 31, 2003.

Nominating Process

CVB currently does not have a standing nominating committee. The entire
Board performs the functions of a nominating committee. The Board does not
believe it needs a separate nominating committee because the full Board is
comprised predominately of independent directors (as that term is defined in the
listing standards of Nasdaq) and has the time and resources to perform the
function of selecting board nominees. When the Board performs its nominating
function, the Board acts in accordance with CVB's Articles of Incorporation and
Bylaws but does not have a separate charter related to the nomination process.

Shareholders entitled to vote for the election of directors may nominate
candidates for consideration by the Board of Directors under procedures that CVB
has established. See "SHAREHOLDER PROPOSALS."

In the consideration of director nominees, including any nominee that a
shareholder may submit, the Board considers, at a minimum, the following factors
for new directors, or the continued service of existing directors:

* the ability of the prospective nominee to represent the interests
of the shareholders of CVB;

* the prospective nominee's standards of integrity, commitment and
independence of thought and judgment;

* the prospective nominee's ability to dedicate sufficient time,
energy and attention to the diligent performance of his or her
duties, including the prospective nominee's service on other
public company boards; and

* the extent to which the prospective nominee contributes to the
range of talent, skill and expertise appropriate for the Board.

Annual Meeting Attendance

CVB encourages members of the Board to attend the annual meeting of
shareholders. All of the directors, other than Mr. Napier, attended the 2003
annual meeting.

Communications with Directors

Any director may be contacted by writing to James T. Napier c/o Central
Virginia Bankshares, Inc., P. O. Box 39, Powhatan, Virginia, 23139-0039.
Communications to the non-management directors as a group may be sent to the
same address, c/o the Secretary of CVB. CVB promptly forwards, without
screening, all such correspondence to the indicated directors.

REMUNERATION

Summary of Cash and Certain Other Compensation

The following table shows, for the fiscal years ended December 31,
2003, 2002 and 2001, the cash compensation paid by CVB, as well as certain other
compensation paid or accrued for those years, to the named executive officers of
CVB in all capacities in which each served:

Summary Compensation Table

Annual Compensation
-----------------------------
Securities All Other
Name and Underlying Option Compensation
Principal Position Year Salary ($) Bonus ($) Awards ($)(1) (2)
- ------------------------------- ------------- -------------- -------------- ------------------- -----------------------

Ralph Larry Lyons 2003 178,050 5,400 1,250 67,951
President, Chief Executive 2002 161,954 3,000 1,102 58,206
Officer and Director 2001 155,350 -- -- 35,355

Charles F. Catlett, III 2003 105,300 5,100 750 31,005
Senior Vice President and 2002 93,626 2,000 630 26,951
Chief Financial Officer 2001 90,112 -- -- 10,941

- ----------------
(1) "All Other Compensation" for Mr. Lyons includes: (a) $13,000, $10,400 and
$10,400 in directors' fees paid for the fiscal years ended December 31, 2003,
2002 and 2001, (b) $14,590, $12,147 and $12,428 representing total contributions
to CVB's Profit Sharing/Retirement Plan for the fiscal years ended December 31,
2003, 2002 and 2001, (c) $5,306, $4,858 and $4,471 representing total
contributions to CVB's 401(k) Plan for the fiscal years ended December 31, 2003,
2002 and 2001 to match pre-tax elective deferral contributions (which are
included under the "Salary" column) made by Mr. Lyons to such plan, (d) $956,
$801 and $4,194 for group term life insurance for the fiscal years ended
December 31, 2003, 2002 and 2001, (e) $3,889, $3,500, $3,862 for use of the
Company vehicle for the fiscal years ended December 31, 2003, 2002 and 2001, and
(f) $30,210 and $26,500 in contributions to the Supplemental Executive
Retirement Plan for the fiscal years ended December 31, 2003 and 2002.

(2) "All Other Compensation" for Mr. Catlett includes: (a) $8,687, $7,022 and
$7,201 representing total contributions to CVB's Profit Sharing/Retirement Plan
for the fiscal years ended December 31, 2003, 2002 and 2001, (b) $3,159, $2,809
and $2,700 representing total contributions to CVB's 401(k) Plan for the fiscal
years ended December 31, 2003, 2002 and 2001 to match pre-tax elective deferral
contributions (which are included under the "Salary" column) made by Mr. Catlett
to such plan, (c) $1,630, $1,743 and $1,040 for group term life insurance for
the fiscal years ended December 31, 2003, 2002 and 2001, (d) $17,529 and $15,377
in contributions to the Supplemental Executive Retirement Plan for the fiscal
years ended December 31, 2003 and 2002.

Stock Options

The following table sets forth for the year ended December 31, 2003,
the grants of stock options to the named executive officers:

Option Grants In Last Fiscal Year

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

Ralph Larry Lyons 1,250 11.7% $17.61 4/29/2013

Charles F. Catlett, III 750 7.0% $17.61 4/29/2013

- -------------------
(1) Stock options were awarded at or above the fair market value of the shares
of Common Stock at the date of award.

No stock options were exercised by the named executive officers during
2003. The following table sets forth the amount and value of stock options held
by the named executive officers as of December 31, 2003.

Fiscal Year End Option Values

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

Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Ralph Larry Lyons 11,802 0 $149,637 $0

Charles F. Catlett, III 2,430 0 $32,630 $0

- -------------------
(1) 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 Nasdaq Stock MarketSM on December 31, 2003 and the exercise
price of the options.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2003,
with respect to compensation plans under which shares of CVB's Common Stock are
authorized for issuance.

Number of Securities
Number of Securities to be Weighted Average Remaining Available
Issued upon Exercise of Exercise Price of for Future Issuance
Outstanding Options, Outstanding Options, Under Equity
Plan Category Warrants and Rights Warrants and Rights Compensation Plans(1)
------------- ------------------- ------------------- ------------------

Equity Compensation Plans
Approved by Shareholders 109,182 $12.99 45,988

Equity Compensation Plans Not
Approved by Shareholders(2)
-- -- --

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

(1) Amounts exclude any securities to be issued upon exercise of outstanding
options, warrants and rights.
(2) All equity compensation plans of the Company have been approved by its
shareholders.

Directors' Fees

Directors, including directors who are officers of CVB, received fees
of $1,000 for each meeting of the Board attended, $500 for each Audit Committee
meeting attended and $150 for each of the other committee meetings attended
during fiscal 2003.

Certain Transactions

Some of the directors and officers of CVB, and some of the corporations
and firms with which these individuals are associated, are also customers of the
Bank in the ordinary course of business, or are indebted to the Bank with
respect to loans. It is also anticipated that some of the persons, corporations
and firms will continue to be customers of, and indebted to, the Bank on a
similar basis in the future. All loans extended to such persons, corporations
and firms were made in the ordinary course of business, did not involve more
than normal collection risk or present other unfavorable features, and were made
on substantially the same terms, including interest rates and collateral as
those prevailing at the same time for comparable Bank transactions with
unaffiliated persons. No such loan as of December 31, 2003 was non-accruing,
past due or restructured. At December 31, 2003, the aggregate amount of loans
outstanding to all directors and officers of the Bank and members of their
immediate families, and corporations and firms with which these individuals are
associated, was approximately $1,773,046.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires CVB's directors and
executive officers, and any persons who own more than 10% of the Common Stock of
CVB, to file with the Securities and Exchange Commission (the "SEC") reports of
ownership and changes in ownership of common stock. Officers and directors are
required by SEC regulation to furnish CVB with copies of all Section 16(a) forms
that they file. Based solely on review of the copies of such reports furnished
to CVB or written representation that no other reports were required, CVB
believes that, during 2003, all filing requirements applicable to its officers
and directors were satisfied, except that a Form 3 was filed one day late by Mr.
Lyons for an optional purchase under CVB's Dividend Reinvestment and Stock
Purchase Plan and a Form 3 was filed one day late by Mr. Kidd and Thomas R.
Thornton, Jr. on sales of CVB's Common Stock.

RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board has appointed Mitchell, Wiggins & Company, LLP, independent
certified public accountants, to perform the audit of CVB's financial statements
for the year ending December 31, 2004. Mitchell, Wiggins & Company, LLP,
performed the audit of CVB's financial statements for the year ended December
31, 2003. 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 from Mitchell, Wiggins & Company, LLP, will be present
at the Annual Meeting, will be given the opportunity to make a statement, if
they so desire, and will be available to respond to appropriate questions from
shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE TO RATIFY
THE APPOINTMENT OF MITCHELL, WIGGINS & COMPANY, LLP, AS CVB'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.

AUDIT INFORMATION

The Board of Directors has adopted a written charter for the Audit
Committee that is set forth in Exhibit A to this Proxy Statement. The three
members of the Audit Committee are independent as that term is defined in the
listing standards of the Nasdaq Stock Market, Inc.

Fees of Independent Public Accountants

Audit Fees

The aggregate fees billed by Mitchell, Wiggins & Company, LLP for
professional services rendered for the audit of CVB's annual financial
statements for the fiscal years ended December 31, 2002 and 2003, and for the
review of the financial statements included in the CVB's Quarterly Reports on
Form 10-QSB, and services that are normally provided in connection with
statutory and regulatory filings and engagements, for those fiscal years were
$45,525 for 2003 and $43,900 for 2002.

Audit Related Fees

The aggregate fees billed by Mitchell, Wiggins & Company, LLP for
professional services for assurance and related services that are reasonably
related to the performance of the audit or review of the CVB's financial
statements and not reported under the heading "Audit Fees" above for the fiscal
years ended December 31, 2003 and December 31, 2002 were $2,600 and $1,900,
respectively. During 2003 and 2002, such services included agreed upon
procedures for FHLB collateral verifications.

Tax Fees

The aggregate fees billed by Mitchell, Wiggins & Company, LLP for
professional services for tax compliance, tax advice and tax planning for the
fiscal years ended December 31, 2003 and December 31, 2002 were $5,100 and
$5,100, respectively. During 2003 and 2002, these services included preparation
of federal and state income tax returns.

All Other Fees

The aggregate fees billed by Mitchell, Wiggins & Company, LLP for all
other services rendered to CVB for the fiscal years ended December 31, 2003 and
December 31, 2002 totaled $2,297 and $2,775, respectively. During 2003 and 2002,
such services included accounting consultation and other advisory services.

Pre-Approved Services

All audit related services, tax services and other services, as
described above, were pre-approved by the Audit Committee, which concluded that
the provision of such services by Mitchell, Wiggins & Company, LLP was
compatible with the maintenance of that firm's independence in the conduct of
its auditing functions.

Audit Committee Report

Management is responsible for CVB's internal controls, financial
reporting process and compliance with laws and regulations and ethical business
standards. The independent auditor is responsible for performing an independent
audit of CVB's consolidated financial statements in accordance with generally
accepted auditing standards and issuing a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes on behalf of the Board
of Directors.

In this context, the Audit Committee has reviewed and discussed the
audited financial statements with management and the independent auditors. The
Audit Committee has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61, as amended or
supplemented (Communication with Audit Committees). In addition, the Audit
Committee has received from the independent auditors the written disclosures
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and discussed with them their independence
from CVB and its management. Moreover, the Audit Committee has considered
whether the independent auditor's provision of non-audit services to CVB is
compatible with maintaining the auditor's independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in CVB's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003, for filing with the Securities and Exchange Commission.
By recommending to the Board of Directors that the audited financial statements
be so included, the Audit Committee is not opining on the accuracy, completeness
or presentation of the information contained in the audited financial
statements.

Submitted by the Audit Committee of the Board of Directors
Garland L. Blanton, Jr.
Charles B. Goodman
James T. Napier

SHAREHOLDER PROPOSALS

Under the regulations of the SEC, any shareholder desiring to make a
proposal to be included in the Proxy Statement and acted upon at the 2005 Annual
Meeting of Shareholders must cause such proposal to be delivered, in proper
form, to the Secretary of CVB, whose address is P.O. Box 39, Powhatan, Virginia
23139-0039, no later than December 10, 2004. CVB anticipates holding the 2005
Annual Meeting on April 26, 2005.

CVB's Bylaws also prescribe the procedure a shareholder must follow to
nominate Directors or to bring other business before shareholders' meetings
outside of the proxy statement process. For a shareholder to nominate a
candidate for Director or to bring other business before a meeting, notice must
be received by the Secretary of CVB not less than 60 days and not more than 90
days prior to the date of the meeting. Based upon an anticipated date of April
26, 2005 for the 2005 Annual Meeting of Shareholders, CVB must receive such
notice no later than February 25, 2005 and no earlier than January 26, 2005.
Notice of a nomination for Director must describe various matters regarding the
nominee and the shareholder giving the notice. Notice of other business to be
brought before the meeting must include a description of the proposed business,
the reasons therefor and other specified matters. Any shareholder may obtain a
copy of CVB's Bylaws, without charge, upon written request to the Secretary of
CVB.

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of CVB's Annual Report to Shareholders for the year ended
December 31, 2003 accompanies this Proxy Statement. Additional copies may be
obtained by written request to the Secretary of CVB at the address indicated
below. Such Annual Report is not part of the proxy solicitation materials.

UPON RECEIPT OF A WRITTEN REQUEST OF ANY PERSON WHO, ON THE RECORD
DATE, WAS RECORD OWNER OF COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE
OR SHE WAS ON SUCH DATE THE BENEFICIAL OWNER OF SUCH STOCK ENTITLED TO VOTE AT
THE ANNUAL MEETING OF SHAREHOLDERS, CVB WILL FURNISH TO SUCH PERSON, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2003 AND THE EXHIBITS THERETO REQUIRED TO BE FILED WITH THE SEC
UNDER THE EXCHANGE ACT. ANY SUCH REQUEST SHOULD BE MADE IN WRITING TO GARLAND L.
BLANTON, JR., SECRETARY, CENTRAL VIRGINIA BANKSHARES, INC., 2036 NEW DORSET
ROAD, P.O. BOX 39, POWHATAN, VIRGINIA 23139-0039. THE FORM 10-KSB IS NOT PART OF
THE PROXY SOLICITATION MATERIALS.

OTHER MATTERS

The Board of Directors of CVB is not aware of any other matters that
may come before the Annual Meeting. However, the proxies may be voted with
discretionary authority with respect to any other matters that may properly come
before the Annual Meeting.

Exhibit A

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Charter

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the Corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:

* Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.

* Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.

* Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV. of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his or her independent judgment as a member of the Audit
Committee. An "independent director" is a director who is not, nor has been
within the last three years, an employee of the Corporation or an individual who
has a business relationship (in addition to the director's relationship to the
Corporation as an outside director) with the Corporation, unless any such
business relationship does not interfere with the director's exercise of
independent judgment, in the business judgment of the Board of Directors. In
addition, a director is not independent if such director is employed as an
executive of another corporation where any of the Corporation's executives
serves on that corporation's compensation committee. Nevertheless, one former
employee or immediate family member of a former employee who is not considered
independent due solely to the three-year restriction period may be appointed to
the Audit Committee if the Company's Board determines in its business judgment
that membership on the Audit Committee is required by the best interests of the
Company and its shareholders, and the Company discloses, in the next annual
proxy statement subsequent to such determination, the nature of the relationship
and the reasons for the determination.

All members of the Audit Committee shall have a working familiarity
with basic finance and accounting practices, and at least one member of the
Audit Committee shall have accounting or related financial management expertise.
Audit Committee members may enhance their familiarity with finance

A-1

and accounting by participating in educational programs conducted by the
Corporation or an outside consultant.

The members of the Audit Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board of Directors or
until their successors shall be duly elected and qualified. Unless a Chairman is
elected by the Whole Board, the members of the Audit Committee may designate a
Chairman by majority vote of the full Audit Committee membership.

III. MEETINGS

The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Audit Committee should meet at least annually with
management, the director of the internal auditing department and the independent
accountants in separate executive sessions to discuss any matters that the Audit
Committee or each of these groups believe should be discussed privately. In
addition, the Audit Committee or at least its Chairman should meet with the
independent accountants and management quarterly to review the Corporation's
financials consistent with IV.4. (below).

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and update this Charter periodically, at least annually, as
conditions dictate.

2. Review the organization's annual financial statements and any reports
or other financial information submitted to any governmental body, or
the public, including any certification, report, opinion, or review
rendered by the independent accountants.

3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.

4. Review with financial management and the independent accountants the
10-Q prior to its filing or prior to the release of earnings. The
Chairman of the Audit Committee may represent the entire Audit
Committee for purposes of this review.

Independent Accountants

5. In recognition of the fact that the independent accountants are
ultimately accountable to the Board of Directors and to the Audit
Committee, recommend to the Board of Directors the selection of the
independent accountants, considering independence and effectiveness,
and approve the fees and other compensation to be paid to the
independent accountants. On an annual basis, the Audit Committee should
ensure that the independent accountants submit a formal written
statement delineating all relationships between the independent
accountants and the Corporation and review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.

6. In consultation with the Board of Directors, review the performance of
the independent accountants and approve any proposed selection or
discharge of the independent accountants when circumstances warrant.

A-2

7. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.

Financial Reporting Processes

8. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.

9. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.

10. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management or the internal
auditing department.

Process Improvement

11. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.

12. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions on the scope of work or access
to required information.

13. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.

14. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements
in financial or accounting practices, as approved by the Audit
Committee, have been implemented. (This review should be conducted
at an appropriate time subsequent to implementation of changes or
improvements, as decided by the Audit Committee.)

Ethical and Legal Compliance

15. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.

16. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that the Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations and the public satisfy legal requirements.

17. Review activities, organizational structure and qualifications of the
internal audit department.

18. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.

A-3

19. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.

20. Perform any other activities consistent with this Charter, the
Corporation's Bylaws and governing law, as the Audit Committee or the
Board of Directors deems necessary or appropriate.

A-4

|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CENTRAL VIRGINIA BANKSHARES, INC.

For With- For All
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS hold Except
1. Election of Directors: [ ] [ ] [ ]

Proxy Solicited by the Board of Directors Charles W. Binford John B. Larus James T. Napier

The undersigned hereby constitutes Ralph Larry Lyons and Garland L. INSTRUCTION: To withhold authority to vote for any individual
Blanton, Jr. or either one of them, attorneys and proxies, with nominee, mark "For All Except" and write that nominee's name
power of substitution in each, to act for the undersigned with in the space provided below.
respect to all shares of Common Stock of Central Virginia
Bankshares, Inc. ("CVB") held of record by the undersigned on ------------------------------------------------------------
March 15, 2004, at the Annual Meeting of Shareholders to be held at
the Powhatan Village Building (old Powhatan High School), 3910 Old For With- For All
Buckingham Road, Powhatan, Virginia, on Tuesday, April 27, 2004, at hold Except
10:00 a.m., or any adjournment thereof, for the following purposes: 2. To ratify the appointment of [ ] [ ] [ ]
Mitchell, Wiggins & Company,
LLP, as auditors for the year
ending December 31, 2004.

3. To vote on such other business as may properly come
before meeting.

Please check this box if you plan to attend the
Annual Meeting of Shareholders. --> [ ]

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN ITEM 1 AND
Please be sure to sign and date Date FOR ITEM 2.
this Proxy in the box below.
---------------------------------
Please sign your name exactly as it appears on the stock
certificate. All of several joint owners should sign.
Fiduciaries should give full title.
- ----------------------------------- ---------------------------------
Stockholder sign above Co-holder (if any) sign above

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

CENTRAL VIRGINIA BANKSHARES, INC.
2036 New Dorset Road
P. O. Box 39
Powhatan, Virginia 23139-0039

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

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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