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<SEC-DOCUMENT>0000000000-05-062070.txt : 20060920
<SEC-HEADER>0000000000-05-062070.hdr.sgml : 20060920
<ACCEPTANCE-DATETIME>20051213153241
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-062070
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20051213

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BANK OF THE JAMES FINANCIAL GROUP INC
		CENTRAL INDEX KEY:			0001275101
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				200500300
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 1200
		CITY:			LYNCHBURG
		STATE:			VA
		ZIP:			24505
		BUSINESS PHONE:		4348462000
PUBLIC REFERENCE ACCESSION NUMBER:		0001193125-05-070238
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>






Mail Stop 3561

				September 16, 2005

By Facsimile and U.S. Mail

Mr. Robert R. Chapman III
Principal Executive Officer
Bank of the James Financial Group, Inc.
615 Church Street
Lynchburg, VA 24504

		Re:	Bank of the James Financial Group, Inc.
			Form 10-KSB for the year ended December 31, 2004
			Filed April 5, 2005
			File No. 0-50548

Dear Mr. Chapman:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation.   After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








December 31, 2004 Form 10-KSB

Item 7 - Financial Statements, page 25

Consolidated Statements of Changes in Stockholders` Equity, page
31

1. Please revise your filing to include a Consolidated Statement
of
Changes in Stockholders` Equity for 2003.  Note that Item 310(a)
of
Regulation S-B requires an audited statement of changes in
stockholders` equity for each of the two fiscal years preceding
the
date of your latest audited balance sheet.

Note 20 - Stock Split, page 50

2. We see on January 13, 2005, the board of directors of Financial
declared a 50% stock dividend on Financial`s common stock and see
the
payment date for the stock dividend was March 4, 2005.   Also, we
note Financial declared a 10% stock dividend payable on January
27,
2004.  Please revise your financial statements to give retroactive
effect to the referenced stock dividends or tell us why you
believe
no revisions are necessary.  Refer to SAB Topic 4(c).

June 30, 2005 Form 10-QSB

Item 3.  Controls and Procedures, page 17

3. We note your statement that the principal executive officer and
principal financial officer have performed an evaluation of your
disclosure controls and procedures within 90 days of the filing
date
of your quarterly report.  Please revise your disclosure in future
filings to state your conclusions as of the end of the period
covered
by the report.  Refer to Item 307 of Regulation S-B and Release
No.
33-8238.

		As appropriate, please amend your filing and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.  ```````````````````````````````````````````````
Please file your response letter on EDGAR as a correspondence
file.


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

		If you have any questions regarding these comments,
please
direct them to John Cannarella, Staff Accountant, at (202) 551-
3337.
Any other questions regarding disclosure issues may be directed to
the undersigned at (202) 551-3716.


                Sincerely,



		          William Choi
                                  Accounting Branch Chief
`


Mr. Robert R. Chapman III
Bank of the James Financial Group, Inc.
September 16, 2005
Page 3






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