UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

OLD POINT FINANCIAL CORPORATION
(Name of Issuer)

Common Stock ($5.00 Par Value)
(Title of Class of Securities)

Not Applicable
(CUSIP Number)

Diane Sibert
The Old Point National Bank
1 West Mellen Street, Hampton, VA 23663  (804) 722-7451
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

August 16, 1995*
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box      .

Check the following box if a fee is being paid with this statement 
    . (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).

NOTE:  Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).


FOOTNOTE:

*     A 1% change in beneficial ownership resulted due to
      distribution of trust accounts in which Mr. Shuford was the
      Trustee, and transfers to and from the estate of his mother-
      in-law. For additional details, see Forms 3 and 4 filings for
      the company.


1.    Name of Reporting Person
   S.S. Or I.R.S. Identification No. of Above Person

   Robert F. Shuford
   ###-##-####

2.    Check The Appropriate Box If A Member of A Group*

   (a)      
   (b)   X  

3.    SEC Use Only

4.    Source of Funds*

   See Item 3

5.    Check box if disclosure of legal proceedings is required
      pursuant to items 2(d) or 2(e)

6.    Citizenship or Place of Organization
 
   United States

7.    Sole Voting Power

   29863
   10240 Incentive Stock Options

8.    Shared Voting Power

   50025

9.    Sole Dispositive Power

   29863
   10240 Incentive Stock Options

10.   Shared Dispositive Power

   50025

11.   Aggregate Amount Beneficially Owned By Each Reporting Person

   79888
   10240 Incentive Stock Options

12.   Check Box If The Aggregate Amount In Row (11) Excludes Certain
      Shares*

13.   Percent of Class Represented By Amount In Row (11)

   7.0%

14.   Type Of Reporting Person*
   BK


Item 1.     Security and Issuer.

         The title of the class of equity securities to which this
         Schedule relates is common stock, $5.00 par value. The
         name, address, and telephone number of the issuer of such
         securities is Old Point Financial Corporation, a bank
         holding company organized under the laws of Virginia (the
         "Holding Company") whose address is 1 West Mellen Street,
         Hampton, Virginia, 23663 (804/722-7451). The common stock
         of the Holding Company will be referred to herein as "Old
         Point Common Stock".

Item 2.     Identity and Background.

         The following information is given with respect to the
         person filing this Statement:

(a)      Robert F. Shuford

(b)      Mr. Shuford's business address is:  Old Point Financial
         Corporation, 1 W. Mellen Street, P.O. Box 3392, Hampton, VA
         23663

(c)      Mr. Shuford's principal occupation is Chairman of the Board
         and President of Old Point Financial Corporation. Mr.
         Shuford is a director of both the Holding Company and Old
         Point National Bank.

(d)      Mr. Shuford has not, during the last five years been
         convicted in a criminal proceeding.

(e)      Mr. Shuford has not, during the last five years, been a
         party to civil proceedings of a judicial or administrative
         body of competent jurisdiction and as a result was or is
         subject to a judgment, decree, or final order enjoining
         future violations of, or prohibiting or mandating
         activities subject to, federal or state securities laws or
         finding any violation with respect to such laws.

(f)      Mr. Shuford is a citizen of the United States of America.

Item 3.     Source and Amount of Funds or Other Consideration.

         Not Applicable

Item 4.     Purpose of Transaction.

         A 1% change in beneficial ownership resulted due to
         distribution of trust accounts in which Mr. Shuford was the
         Trustee, and transfers to and from the estate of his
         mother-in-law. For additional details, see Forms 3 and 4
         filings for the company.

Item 5.     Interest in Securities of the Issuer.

         Not Applicable

Item 6.     Contracts, Agreements, Understandings, or Relationships
            with respect to Securities of the Issuer.

         Not Applicable

Item 7.     Material to be Filed as Exhibits.

         None




SIGNATURES

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13D is true, complete and correct.


Dated:  August 29, 1995            /s/Robert F. Shuford                

                       SEC 1746 (9-88)