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corresp

August 11, 2005

Mr. Joseph A. Foti

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549-0305

    Re:

    Fauquier Bankshares, Inc.

    Form 10-K for the Year Ended December 31, 2004

    File 000-25805

Dear Mr. Foti:

The purpose of this letter is to respond to your comment letter dated August 1, 2005, regarding
Principles of Consolidation on page 8 of Item 8 of the Annual Report on Form 10-K for Fauquier
Bankshares, Inc. (the “Corporation”) for the year ended December 31, 2004 (the “2004 Form 10-K”).
Your letter contained one comment related to the 2004 Form 10-K filing, which was as follows:

“Please clarify for us and revise future filings to clearly define your consolidation
policy for Fauquier Statutory Trust (“Trust I”.) In this regard, as the disclosure in the
first sentence states the consolidated financial statements include Trust I whereas you also
disclose that the company no longer consolidates Trust I, it is unclear whether Trust I is
being consolidated in the financial statements. Additionally, if you consolidate the accounts
of Trust I, provide us specific accounting literature that supports your approach or amend your
filing accordingly.”

Response: The first sentence of the Corporation’s consolidation policy on page 8 of Item 8 of
the 2004 Form 10-K states that the consolidated financial statements include Trust I. This is true.
Fauquier Statutory Trust I is a single-purpose, wholly-owned subsidiary of Fauquier Bankshares,
Inc. formed for the purpose of issuing trust preferred securities, and it is included in the
Corporation’s consolidated financial statements. The specific accounting literature that supports
our approach toward consolidation is the Financial Accounting Standards Board (“FASB”) Statement of
Financial Accounting Standards No. 94 “Consolidation of All Majority-Owned Subsidiaries,” as it
amends Accounting Research Bulletin No. 51 “Consolidated Financial Statements”.

The fourth sentence of the Corporation’s consolidation policy on page 8 of Item 8 of the 2004 Form
10-K states that “FASB Interpretation No. 46(R) requires that the Corporation

Ten Courthouse Square 20186 • Post Office Box 561 • Warrenton, Virginia 20188

phone: 540-347-2700 • metro: 703-366-1600 • fauquierbank.com

no longer
consolidate Fauquier Statutory Trust I.” The effect of FASB Interpretation No. 46(R)
could have been more clearly articulated by stating that “FASB Interpretation No. 46(R) requires
that the Corporation no longer eliminate through consolidation the $124,000 equity investment in
Fauquier Statutory Trust I made by Fauquier Bankshares, Inc.” In the Corporation’s consolidated
financial statements for the years ended December 31, 2002 and 2003, the $124,000 equity investment
made by the parent company was eliminated through consolidation. For the Corporation’s consolidated
financial statements for the year ended December 31, 2004, the Corporation did not eliminate the $124,000
through consolidation, but instead, based on FASB Interpretation No. 46(R), reflected the $124,000
equity investment in the “Company-obligated mandatorily redeemable capital securities” line item in
the consolidated balance sheet.

The Corporation appreciates the opportunity to clarify its consolidation policy, and as requested,
will revise future filings accordingly. We hope the foregoing is responsive to the comment. Should
you have further questions or comments, please feel free to contact the undersigned at (540)
349-0212.

In providing our response to your comments, the Corporation acknowledges that:

    •

    The Corporation is responsible for the adequacy and accuracy of the disclosure in the
filing.

    •

    Staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing.

    •

    The Corporation may not assert staff comments as a defense in any proceedings initiated
by the Commission or any person under the federal securities laws of the United States.

Again, thank you for the opportunity for Fauquier Bankshares, Inc. to clarify its consolidation
policy.

Yours truly,

/s/ Eric P. Graap

Eric P. Graap

Senior Vice President and Chief Financial Officer

    Cc:

    Mr. Juan Migone; US Securities and Exchange Commission

    Audit Committee of the Board of Directors; Fauquier Bankshares, Inc.