Virginia banks, long expected to be fodder for encroaching superregionals, so far have defied those assumptions.

There are six banks in Virginia with asset sizes ranging from $1 billion to $14 billion. But analysts differ on how long banks like Crestar Financial Corp. and Central Fidelity Banks Inc. can hold on.

It is largely a dispute centering on the importance of interstate banking, and what the impending national legislation and recently passed state laws will mean for the dissolving Southeast Compact.

"We expect the onset of national interstate banking and increased competition from superregionals and nonbanks to accelerate the pace of acquisitions in Virginia, prompting several of these super-community banks to sell within two years," said S.G. Warburg Pincus analyst Francis X. Suozzo.

"Although the share prices of these banks reflect the fact that they are currently viewed as acquisition candidates, Virginia's midsize regionals could be acquired at a 30% premium to current market prices with modest per-share earnings dilution," he said.

For example, assuming a 15% savings on expense reductions from any given merger, Mr. Suozzo believes Banc One Corp. could buy Crestar at a 30% premium, and actually have the deal be accretive to earnings. However other analysts disagreed heartily. "I am not sure there are any willing sellers," one analyst said, who requested anonymity.

"Everybody has been waiting for something dramatic, but it has been nothing but silence in terms of anybody coming from out of the region," added John Coffey of Robinson Humphrey. "We expected that. We subscribe to the theory that healthy banks are sold and not bought, and Virginia banks are a healthy lot."

These analysts place the time for any takeover activity at least two years out.

After the state assembly passed reciprocal interstate banking legislation earlier this year, observers expected rapid consolidation of the state's banking industry.

A state growing both demographically and economically, Virginia has low unemployment by national standards and has thus far been immune from defense cutbacks.

Yet save for some minor acquisitions, the state's banking industry has remained little changed, and in fact some of the state's mid-tier banks have embarked on solid acquisition sprees of their own.

"It may take a deal to get some excitement," said David M. West of Davenport & Company of Va.

Like last month's merger in North Carolina of BB&T Financial Corp. and Southern National Corp., it may take the acquisition of Crestar to spark a takeover boom in Virginia, Mr. West said.

But such deals are hardly likely with companies like Crestar and Central Fidelity healthy and acquiring banks of their own.

David Stumpf of Wheat First, Butcher & Singer said despite the advent of nationwide branching, southern banking was still a gentleman's industry, and hostile takeovers remain unlikely.

But Mr. Suozzo argues that the face of banking has changed into a sophisticated financial services industry. While cultural difference among banks exist, he added, selling investment products demands sizable institutions.

While he concedes names like Keycorp and BankAmerica are trading at a discount to Virginia banks, the superregional franchises are not growing as fast as Virginia's, which justifies larger premiums.

In general, "among the out-of-region acquirors, the dilution would range from 3.4% to 7.5%, with Banc One and BankAmerica being the most likely acquirers" of Crestar, Mr. Suozzo said.

If one bank were to be sold soon, however, it would likely be Signet Banking Corp.'s remaining retail franchise.

Without its credit card operations, which the company last month said it would spin off, the bank is a weak performer, he concluded.

Mr. West said all the discussion about the state's supercommunity banks obscured other takeover candidates, like the smaller community banks and thrifts.

Cenit Bancorp, with $480 million in assets, and Tidemark Bank for Savings of Newport News, with $383 million in assets, both in the Tidewater area, offer good franchises and a foothold in the region to an out-of-state acquirer, he said.

As for the two main inregion acquirers - NationsBank Corp. and First Union Corp., which have the number one and number three share of deposits instate respectively - both could face anti-trust hurdles if they expanded further in the state.

First Union is based almost exclusively in northern Virginia, so perhaps it could expand further south, said Mr. West. But' NationsBank already has solid distribution throughout the state.

Another analyst cited Columbia First Bank in northern Virginia, a $2 billion-asset thrift, that could sell soon. Currently trading at $41, some observers believe the stock would be worth $60 in a takeover.

Virginia banks, which have been in a holding pattern the last few months, finished the day slightly down Friday, as the Dow Jones Industrial Average fell 15.86 points to close at 3885.58.

Crestar finished up 37.5 cents to close at $48.25; Signet Banking Corp. closed down 50 cents to close at $37.875; Central Fidelity closed down 25 cents to finish at $32.25.

First Virginia Banks Inc. finished the day down 37.5 cents to close at $38.75; Jefferson Bancshares, Inc. finished up 37.5 cents to finish at $22.875. F&M National Corp. finished down 37.5 cents to close at $16.50.

Birginia Banks: Acauirers or Targets?

Analysts disagree about the future

Some say they will be targets because of:

* National interstate banking laws

* Lucrative franchises

* Logical expansion for superregionals

But others say:

* Va. banks are too pricey

* Potential acquirers trade at a discount

* Va. banks do not want to sell

* Va. banks are making their own acquisitions

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