UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number: 0-12896

OLD POINT FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia 54-1265373
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
 
1 West Mellen Street, Hampton, VA 23663
(Address of principal executive offices) (Zip Code)
 
(757)722-7451
(Registrant's telephone number,
  including area code)
 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No   

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes ___ No X

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class Outstanding at August 31, 2004
Common Stock, $5.00 par value 4,005,172 shares

OLD POINT FINANCIAL CORPORATION

FORM 10-Q/A

INDEX

  Page
Explanatory Note 1
 

PART II - OTHER INFORMATION

 
Item 4. Submission of Matters to a Vote of Security Holders 2

 (i) 


Explanatory Note

Old Point Financial Corporation is filing this Form 10-Q/A to reflect the tabulation of votes for matters submitted to a vote of security holders at its Annual Meeting held April 27, 2004. This information was inadvertently omitted from the June 30, 2004 Form 10-Q originally filed on August 13, 2004.

This Form 10-Q/A has not been updated except as required to reflect the omitted item. Items included in the original Form 10-Q that are not included herein are not amended and remain in effect as of the date of the original filing. Additionally, this Form 10-Q/A does not purport to provide an update or a discussion of any other developments at the Company subsequent to the original filing. For an update of other subsequent events, refer to any other filings the Company may have made with the Securities and Exchange Commission since August 13, 2004.

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PART II — OTHER INFORMATION

Item 4.     Submission of Matters to a Vote of Security Holders

Old Point Financial Corporation held its Annual Meeting of Shareholders on April 27, 2004. A quorum of shareholders was present, consisting of a total of 3,987,148.8173 shares, represented in person or by proxy. At the Annual Meeting, the shareholders elected the 13 directors listed below to one-year terms. The shareholders also ratified the appointment of Witt Mares Eggleston Smith, PLC, Certified Public Accountants as independent public accountants of Old Point Financial Corporation for the year ending December 31, 2004.

        1.  Election of thirteen directors of Old Point Financial Corporation.

    For  Withheld 
  James Read Chisman 3,191,982.7331 78,857.4729
  Dr. Richard F. Clark 3,194,930.7331 75,909.4729
  Russell S. Evans, Jr 3,197,893.7331 72,946.4729
  Arthur D. Greene 3,194,930.7331 75,909.4729
  Gerald E. Hansen 3,197,893.7331 72,946.4729
  Stephen D. Harris 3,144,545.7331 126,294.4729
  John Cabot Ishon 3,177,274.7331 93,565.4729
  Eugene M. Jordan 3,151,414.7331 119,425.4729
  John B. Morgan, II 3,222,290.7331 48,549.4729
  Louis G. Morris 3,178,774.7331 92,065.4729
  Dr. H. Robert Schappert 3,151,414.7331 119,425.4729
  Robert F. Shuford 3,178,668.2180 92,171.9880
  Melvin R. Zimm 3,194,859.1689 95,981.0371

         2.  Ratification of the designation of Witt Mares Eggleston Smith, PLC, Certified Public Accountants as Old Point Financial Corporations’ independent public accountants for the year ending December 31, 2004.

For Against Abstain Broker Non-Vote
2,772,647.8052 6,970.7092 491,221.6916 0

No other matters were voted on during the 2004 Annual Meeting.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OLD POINT FINANCIAL CORPORATION

September 24, 2004 /s/Robert F. Shuford
Robert F. Shuford
President and Chief Executive Officer
 
September 24, 2004 /s/Laurie D. Grabow
Laurie D. Grabow
Senior Vice President and CFO

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