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

                        ______________________________

                                AMENDMENT NO. 3

                                      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)

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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. On October 4, 2001, the Registrant filed Amendment No. 2 to the
Current Report in response to comments received from the Staff Accountant with
the U.S. Securities and Exchange Commission.

      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, McGladrey's report on the
financial statements of the Registrant for either of the past two years 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.

      In addition, during the Registrant's two most recent fiscal years and any
subsequent interim period preceding the date of dismissal, 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.


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Items 5 through 6.  Not applicable.

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.
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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 hereunto duly authorized.


                                    AF Bankshares, Inc.


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




Date: November 5, 2001
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                                 EXHIBIT INDEX



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

