Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 21, 2012, the Board of Directors of Bank of the James Financial Group, Inc. (the "Company") amended the Company's Bylaws (the "Bylaws") as follows:
Article IV, Section 15 was amended to make clear that the Corporation may by resolution of its Board of Directors exclude certain Executive Vice Presidents from major policy-making functions of the corporation in order to exclude such persons from classification as "executive officers" for purpose of Regulation O of the Federal Reserve Board (12 C.F.R. Pt. 215). The amendment was effective on August 21, 2012.

The full text of the Bylaws, as amended and restated as of August 21, 2012, are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated in this Item 5.03 by reference. The description of the amendments is qualified in its entirety by reference to the attached Bylaws as amended and restated.

Item 9.01 - Financial Statements and Exhibits.

(a) Financial statements of businesses acquired - not applicable

(b) Pro forma financial information - not applicable

(c) Shell company transactions - not applicable

(d) Exhibits

Exhibit
No. Exhibit Description

3.2 Amended and Restated Bylaws of the Company as of August 21, 2012

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