<SUBMISSION>
<ACCESSION-NUMBER>0000928385-01-501973
<TYPE>8-K/A
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<PERIOD>20010803
<ITEMS>4
<ITEMS>7
<FILING-DATE>20011004
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AF BANKSHARES INC
<CIK>0001064025
<ASSIGNED-SIC>6770
<IRS-NUMBER>562098545
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
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<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>000-24479
<FILM-NUMBER>1751917
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<BUSINESS-ADDRESS>
<STREET1>206 SOUTH JEFFERSON AVENUE
<STREET2>PO BOX 26
<CITY>WEST JEFFERSON
<STATE>NC
<ZIP>28694
<PHONE>3362464344
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>206 SOUTH JEFFERSON AVENUE
<STREET2>PO BOX 26
<CITY>WEST JEFFERSON
<STATE>NC
<ZIP>28694
</MAIL-ADDRESS>
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<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>d8ka.txt
<DESCRIPTION>AMENDMENT #2
<TEXT>
<PAGE>

===============================================================================

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

                        ______________________________

                                AMENDMENT NO. 2
                                      TO
                                   FORM 8-K

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

                        ______________________________


       Date of report (Date of earliest event reported): August 3, 2001



                              AF BANKSHARES, INC.
            (Exact name of registrant as specified in its charter)


    Federally Chartered          000-24479         56-2098545
(State or other jurisdiction     (Commission      (IRS Employer
      of incorporation)          File Number)   Identification No.)


           21 East Ashe Street
      West Jefferson, North Carolina                   28694
 (Address of principal executive offices)            (Zip Code)


      Registrant's telephone number, including area code:  (336) 246-4344


                                Not Applicable
         (Former name or former address, if changed since last report)

===============================================================================
<PAGE>

Items 1 through 3.  Not Applicable.

Item  4.

      On August 7, 2001, AF Bankshares, Inc. (the "Registrant") filed a Current
Report on Form 8-K (the "Current Report") announcing that the Board of Directors
of the Registrant had declined to reappoint its former accountant, McGladrey &
Pullen, LLP ("McGladrey") as the Registrant's independent accountants for the
fiscal year ended June 30, 2002.  On August 3, 2001, the Board of Directors of
the Registrant formally notified McGladrey of its decision not to reappoint
McGladrey as the Registrant's independent accountants for the fiscal year ended
June 30, 2002.  On August 16, 2001, the Registrant filed an amended Current
Report announcing the engagement of the Registrant's newly appointed independent
auditors.

      The decision to change accountants was recommended and approved by the
audit committee of the Board of Directors of the Registrant (the "Audit
Committee").

      During the Registrant's two most recent fiscal years and any subsequent
interim period preceding the date of dismissal, the financial statements of the
Registrant did not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.

      There were no disagreements with McGladrey on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure, which disagreements, if not resolved to McGladrey's satisfaction,
would have caused it to make reference in connection with its report to the
subject matter of the disagreement.  McGladrey was provided with a copy of this
report and furnished a letter to the Registrant addressed to the U.S. Securities
and Exchange Commission that McGladrey agreed with the statements made by the
Registrant.  Such letter is attached as an exhibit to this report.

      Effective August 13, 2001, the Registrant engaged the following
accountants in place of McGladrey to serve as the Registrant's independent
auditors for the fiscal year ended June 30, 2002, subject to shareholder
approval at the Registrant's Annual Meeting of Shareholders, which is expected
to take place on November 4, 2001:

      Larrowe & Company, PLC
      120 West Grayson Street
      P.O. Box 760
      Galax, VA  24333
      (540) 238-1800
      Principal Contact Person:  Michael D. Larrowe

      The Registrant has not consulted the newly engaged accountants regarding
either the application of accounting principles to a specified transaction
either completed or proposed or the type of audit opinion that might be rendered
on the Registrant's financial statements.

Items 5 through 6.  Not applicable.
<PAGE>

Item 7.   Financial Statements and Exhibits

      (a) No financial statements are required to be filed with this report.

      (b) No Pro forma financial information is required to be filed with this
          report.

      (c) Exhibits

          The following Exhibits are filed as part of this report:

          EXHIBIT NO.:

          (16) Letter re: Change in Certifying Accountant.

Items 8 through 9.  Not Applicable.
<PAGE>

                                  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 hereunto duly authorized.


                                    AF Bankshares, Inc.


                                    By:  /s/ James A. Todd
                                         -----------------
                                         James A. Todd
                                         President and Chief Executive Officer




Date: October 4, 2001
<PAGE>

                                 EXHIBIT INDEX



 Exhibit                   Description
 -------                   -----------
   16      Letter re: Change in Certifying Accountant.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>3
<FILENAME>dex16.txt
<DESCRIPTION>EXHIBIT 16
<TEXT>
<PAGE>

                                                                      Exhibit 16

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

                     [McGladrey & Pullen, LLP Letterhead]

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


October 4, 2001

AF Bankshares, Inc.
P.O. Box 26
West Jefferson, North Carolina 28694

Securities and Exchange Commission
Washington, DC 20549

We were previously the independent accountants for AF Bankshares, Inc., and on
August 3, 2001, we reported on the consolidated financial statements of
AF Bankshares, Inc. and subsidiaries as of and for the years ended June 30, 2001
and 2000.  On August 3, 2001, the Board of Directors of AF Bankshares, Inc.
declined to reappoint us as the independent accountants of AF Bankshares, Inc.
for the fiscal year ended June 30, 2002.

We have read AF Bankshares, Inc.'s statements included under Item 4 of its Form
8-K dated August 3, 2001, and we agree with such statements.



/s/ McGladrey & Pullen, LLP

</TEXT>
</DOCUMENT>
</SUBMISSION>
