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<SEC-DOCUMENT>0000000000-05-062075.txt : 20060920
<SEC-HEADER>0000000000-05-062075.hdr.sgml : 20060920
<ACCEPTANCE-DATETIME>20051213154035
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-062075
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

				November 2, 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 responses to our prior comments on the
above referenced filings as set forth in your letter dated October
13, 2005. 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.  Please be as detailed as necessary in your
explanation.

December 31, 2004 Form 10-KSB

Item 7 - Financial Statements, page 25
`
General

1. We note that your earnings per share amounts reflected in your
statements of income for the two years ended December 31, 2004 as
presented in your supplemental response have been revised from
your
previously filed 10-KSB for the year ended December 31, 2004.
Further, we note that you have reflected the 10% stock dividend
declared on December 17, 2003 as a reduction of retained earnings
as
of December 31, 2003.  Your previously filed 10-KSB for the year
ended December 31, 2004, incorrectly reflected such stock dividend
as
impacting retained earnings in 2004 when it was paid rather than
in
2003 when it was declared.  Accordingly, please reference each of
the
revised financial statements as restated for all applicable
periods.
In this manner, the top of each column of your financial
statements
should be marked as restated for all applicable periods.

2. When preparing your amended Form 10-KSB for the year ended
December 31, 2004, please include an additional note to your
financial statements that explains the revisions to your
statements
of income and your statements of changes in stockholders` equity.
This note should include your previously filed statements of
income
and statements of changes in stockholders` equity, the revisions
made, and the revised statements of income and statements of
changes
in stockholders` equity.  Your auditors should reference this
additional note describing the aforementioned revisions in their
audit opinion.

Consolidated Statements of Stockholders` Equity, page 31

3. Please include a column that reconciles the changes in the
number
of common shares between years.

Item 8A. Controls and Procedures, page 51

4. We note your restatement to your statements of income and
changes
in stockholders` equity.  Please include in your description of
disclosure controls and procedures a reference to such
restatements
and how it impacts your original conclusion that your disclosure
controls and procedures are effective.  Please also describe any
changes in your disclosure controls and procedures as a result of
the
restatements.  Please include this revised description of
disclosure
controls and procedures in your amendment to your previously filed
Form 10-KSB for the year ended December 31, 2004.
```
		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.




`
		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.
November 2, 2005
Page 3






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