8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): December 29, 2008

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CITIZENS BANCORP OF VIRGINIA, INC.

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	000-50576 (Commission File Number)		20-0469337 (I.R.S. Employer Identification No.)
126 South Main Street Blackstone, Virginia (Address of principal executive offices)		23824 (Zip Code)

Registrant’s telephone number, including area code: (434) 292-7221

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 29, 2008, the Registrant issued a press release announcing the declaration of a $0.17 per share cash dividend to all shareholders of record on January 2, 2009 and payable on January 9, 2009. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished pursuant to Item 8.01 above.

Exhibit No.	Description
99.1	Press Release dated December 29, 2008.

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.

CITIZENS BANCORP OF VIRGINIA, INC.

(Registrant)

Dated: December 29, 2008	By:	/s/ Ronald E. Baron
		Ronald E. Baron
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated December 29, 2008.

EX-99

PRESS RELEASE - FOR IMMEDIATE DISTRIBUTION

Dated: December 29, 2008

Citizens Bancorp of Virginia Reports 4^th Quarter 2008 Dividends

[Blackstone, Virginia] Citizens Bancorp of Virginia, Inc. (CZBT.OB), parent company for Citizens Bank and Trust Company, announces that the Board of Directors approved a $0.17 per share dividend for the fourth quarter of 2008 at its regularly scheduled meeting on December 18, 2008. The current dividend represents an annualized dividend yield of 5.03% based upon the average fourth quarter closing stock price (through December 16, 2008) of $13.53 per share. The average dividend yield of banks with assets less than $1 billion as of the most recently completed quarter was 3.30%. Citizens Bank & Trust Company continues to maintain significantly higher capital ratios and a return on average asset ratio when compared to similar asset-size banks in the Commonwealth of Virginia and nationally.

The quarterly cash dividend is payable on January 9, 2009, to shareholders of record as of the close of business on January 2, 2009.

Citizens Bancorp of Virginia, Inc. is a single bank holding company headquartered in Blackstone, Virginia with $292.8 million in assets as of September 30, 2008. Its subsidiary, Citizens Bank and Trust Company, was founded in 1873 and is the second oldest community bank in Virginia. Citizens Bank and Trust Company has eleven banking offices in Amelia, Nottoway, Prince Edward, Chesterfield counties, the City of Colonial Heights, South Hill and a commercial loan production office in Midlothian, Virginia, which provide financial services to individuals and small to medium size businesses.

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This press release may contain forward-looking statements as defined by federal securities laws. These statements may address issues that involve significant risks, uncertainties, estimates and assumptions made by management. Actual results could differ materially from these statements. Please refer to Citizens Bancorp of Virginia, Inc.’s filings with the Securities and Exchange Commission for a summary of important factors that could affect Citizens Bancorp of Virginia, Inc.’s forward-looking statements. Citizens Bancorp of Virginia, Inc. undertakes no obligation to revise these statements following the date of this press release.

CONTACT: Ronald E. Baron

SVP and Chief Financial Officer

Voice: 434-292-8100 or E-mail: Ron.Baron@cbtva.com

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