SecProbe.io

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	May 25, 2005

Via Facsimile (540) 510-3050 and U.S. Mail

Hugh B. Wellons
LeClair Ryan Flippin Densmore
1800 First Union Tower
Drawer 1200
Roanoke, VA  24006

RE:	C & F Financial Corporation
      Schedule TO-I filed May 13, 2005
      File No. 005-50559

Ladies and Gentlemen:

      We have the following comments on the above-referenced
filing.

Schedule TO-I
1. As discussed by telephone, we note that the offering materials
are
dated May 24, 2005 but were filed on May 13, 2005.  We also note
that
you have provided the means to tender to security holders by
providing a copy of the Letter of Transmittal on EDGAR.  Because
you
have made available the means to tender, but have not yet
disseminated the offering materials, the tender offer is deemed to
have improperly commenced pursuant to Rule 13e-4(a)(4).  Please
confirm whether any security holders have tendered their
securities
prior to the mailing of the offering materials and whether the
company`s agents were provided instructions on how to direct
security
holders to recover their securities and wait until they had
received
adequate disclosure materials before tendering again.  For future
reference, we refer you to Question I.I.2. in the Manual of
Publicly
Available Telephone Interpretations dated July 2001 and available
at
our web site, www.sec.gov.
2. We note that the Schedule TO filed on May 13, 2005 contained
some
blanks.  Please confirm that you will file the offering materials
that are mailed to security holders under cover of Schedule TO-
I/A.
3. Advise us what consideration you have given to the application
of
Rule 13e-3 to this transaction.

Offer to Purchase

Procedure for Tendering Common Shares - Page 12
4. Please revise the language in the last paragraph of this
section
that states that you will return tendered and unpurchased shares
"as
promptly as practicable" after the expiration of the offer to
state
that you will return such shares "promptly," as required by Rule
13e-
4(f)(5).  Please make a similar revision (both with respect to a
return of shares and to the payment for tendered shares) in the
sections "Withdrawal Rights," "Purchase of Shares and Payment of
Purchase Price" and "Conditional Tender of Shares," and in
instruction 5 in the letter of transmittal.

Withdrawal Rights - Page 14
5. You have indicated that security holders may withdraw their
tendered securities at any time prior to the expiration date,
including any extensions.  Revise to disclose that securities not
yet
accepted for payment after the expiration of forty business days
from
the commencement of the offers may be withdrawn.  See Rule 13e-
4(f)(2)(ii).

Certain Conditions of the Offer - Page 16
6. Refer to the introductory language and the conditions in
clauses
(a), (b) and (c) in this section of the offer.  Each condition
appears to be subject to your determination based on your sole
judgment.  Please revise here and throughout your offer materials
to
include a reasonableness standard.  The ability of the issuer to
determine, in its sole discretion, whether a condition has
occurred
may render the offer illusory.
7. We note you have reserved the right to assert the occurrence of
any of the conditions to the offer "at any time and from time to
time."  Defining the conditions as "an ongoing right that may be
asserted at any time and from time to time" suggests that
conditions
to the offer may be raised or asserted after expiration of the
offer.
Please be advised that all conditions to the offer, other than
those
subject to applicable law, must be satisfied or waived before the
expiration of the offer.  Revise the disclosure in the closing
paragraph of this section to make clear that all conditions, other
than those subject to government approvals, will be satisfied or
waived on or before expiration of the offer.  Make a similar
revision
in the section "Extension of this Offer Period."

Historical Financial Information; Additional Information - Page 21
8. Please delete the statement on page 23 that your periodic
reports
may be inspected and copied at the SEC`s New York Regional Office.
Please note that our regional offices no longer provide such
public
reference services.
9. Please provide the ratio of earnings to fixed charges as
pursuant
by Item 1010(c)(4) of Regulation M-A.

Certain Pro Forma Financial Information - Page 23
10. Please include an adjustment column in your pro forma
financial
statements and explain the adjustments made.
11. We note that the entire amount of funds to be used to pay for
the
tendered shares appears to be adjusted from your assets while
there
is no apparent adjustment to your liabilities despite your
disclosure
that you may pay for shares by using funds from a line of credit
with
the Federal Home Loan Bank.  Please reconcile this apparent
discrepancy.
12. With respect to the table on page 25, please show the
footnotes
in the table, as applicable.

Federal Income Tax Consequences - Page 27
13. Delete the references to this discussion being for "general
information only."  Security holders are entitled to rely upon the
discussion.
14. We note the subheading of your disclosure that sets forth
"general" federal income tax consequences of the tender offer.
Please ensure that you discuss all such material consequences.

Source and Amount of Funds - Page 19
15. With respect to the funds that you may borrow from the Federal
Home Loan Bank, please provide the information required by Item
1007(d) of Regulation M-A.  In addition, include the line of
credit
agreement as an exhibit to your Schedule TO-I as required by Item
1016(b) of Regulation M-A.

Schedule A
16. Because exercise of the options would give the option holders
beneficial ownership of the stock underlying the options within
the
next sixty days, it appears the aggregate amount of securities
disclosed as being owned in response to Item 1008 of Regulation M-
A
would need to be increased.  Please revise this table to include
the
options described on page 26 and which are exercisable on June 21,
2005.  Refer to Rule 13d-3(d)(1) for additional guidance with
respect
to the determination of beneficial ownership.

Exhibit (a)(5)(i)
17. Given our comment above regarding the commencement of your
tender
offer, the press release included in this exhibit appears to have
been a preliminary communication.  Please confirm that you
understand
your preliminary communication should have been filed under cover
of
Schedule TO-C and that communications subsequent to or that
otherwise
amend the offer to purchase will appear under cover of Schedule
TO-
T/A.

Closing Information

      Please amend your filing promptly to comply with our
comments.
If you do not agree with a comment, please tell us why in your
response.  If the information you provide in response to our
comments
materially changes the information that you have already provided
to
unit holders, disseminate the revised materials in a manner
reasonably calculated to inform them of the new information.
Depending upon your response to these comments, a supplement may
need
to be sent to unit holders.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the issuer is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the issuer acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Nicholas Panos, Special Counsel, at (202) 551-3266.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-0303.

								Sincerely,

								Daniel F. Duchovny
								Attorney-Advisor
								Office of Mergers &
Acquisitions

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Hugh B. Wellons
LeClair Ryan Flippin Densmore
May 25, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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