COMMUNITY BANCSHARES INC /DE/
10-Q, 1995-08-14
STATE COMMERCIAL BANKS
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                            SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C.  20549

                                                                         

                                         FORM 10-Q

                     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                                        15 (D) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

                             For Quarter Ended June 30, 1995

                                             OR

                 [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 
                                  (d) OF THE SECURITIES
                                   EXCHANGE ACT OF 1934

                              Commission File No. 0-16461

                               COMMUNITY BANCSHARES, INC.
                       (Exact name of registrant as specified in 
                                       its charter)


                   Delaware                          63-0868361                
           (State of Incorporation)      (I.R.S. Employer Identification No.)


   Main Street, P. O. Box 1000, Blountsville, AL             35031 
      (Address of principal executive office)              (Zip Code)


     Registrant's telephone number, including area code  (205) 429-1000


                                        No Change
              (Former name, former address and former fiscal year if
                             changed since last report)

Indicate  by  check  mark  whether  the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

                                   Yes   X       No      


   Indicate the number of shares outstanding of the registrant's class of 
   common stock, as of the latest practicable date.

                    Class                     Outstanding at June 30, 1995
         Common Stock, $.10 Par Value                 1,624,975<PAGE>










                                     INDEX

                   COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES


PART I. FINANCIAL INFORMATION                                                  
                                                                      PAGE


Item 1. Financial Statements (Unaudited)

         Consolidated balance sheets - June 30, 1995 and 
         December 31, 1994                                               3

         Consolidated statements of income - Three months 
         ended June 30, 1995 and 1994; Six months ended June 30, 
         1995 and 1994                                                 4-5

         Consolidated statements of cash flows - Six months ended 
         June 30,1995 and 1994                                           6

         Notes to consolidated financial statements - June 30, 1995      8


Item 2.  Management's Discussion and Analysis of Financial Condition and
                            Results of Operations . . . . . . . . . .    10



PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K . . . .                        15



SIGNATURES<PAGE>


                     PART I - FINANCIAL INFORMATION
               ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
                COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS

                                                                                
                                               June 30,            December 31, 
                                                 1995                  1994   
Assets
      Cash . . . . . . . . . . . .    $       2,463,788     $       2,708,337
      Due from banks . . . . . . . .         10,766,982            10,840,264
      Interest-bearing deposits with banks    2,330,034             2,113,823
      Federal funds sold . . . . . . . . .    9,550,000               100,000
      Securities available for sale  . . .   21,059,373            20,853,532
      Securities held to maturity, estimated 
        fair values of $43,009,855 and 
        $39,431,333  . . . . . . . . .       42,536,672            41,532,909
      Loans  . . . . . . . . . . . . .      226,108,148           212,109,397
       Less: Unearned income  . . . . . .     3,731,904             5,681,403
             Allowance for loan losses . .    1,598,023             1,547,834
             Net Loans  . . . . . . . . . . 220,778,221           204,880,160
      Premises and equipment, net  . . . .   11,178,122            10,383,364
      Accrued interest . . . . . . . . . .    2,907,108             2,680,379
      Intangibles, net . . . . . . . . . .    1,515,473             1,577,189
      Other real estate  . . . . . . . . .      237,485               290,024
      Other assets . . . . . . . . . . . .    1,150,055             1,521,585

Total Assets                          $     326,473,313     $     299,481,566

Liabilities and Shareholders' Equity
      Deposits:
        Noninterest-bearing . . . .   $      37,222,328     $      29,515,704
        Interest-bearing  . . . . . . .     250,883,010           233,896,857
          Total Deposits . . . . . . . . .  288,105,338           263,412,561
      Other short-term borrowings  . . . .    3,051,915             2,043,902
      Accrued interest . . . . . . . . . .    2,216,069             1,395,336
      Long-term debt . . . . . . . . . . .    8,247,874             8,712,953
      Other liabilities  . . . . . . . . .    1,099,800             1,264,478
Total Liabilities                           302,720,996           276,829,230
Shareholders' equity
      Common stock, par value $.10 per
       share, 5,000,000 shares authorized,
       1,803,817 shares issued as of 
       June 30, 1995 and December 31, 1994  .   180,382               180,382
      Capital surplus . . . . . . . . . . .  13,983,010            13,983,010
      Retained earnings . . . . . . . . .    13,357,220            13,076,135
      Unearned ESOP shares - 62,864 and 
       68,576 shares unreleased at June 30,
       1995 and December 31,1994 . .           (942,960)           (1,028,640)
      Treasury stock -115,978 shares at cost (2,899,460)           (2,899,460)
      Unrealized gains (losses) on 
       investment securities available 
       for sale, net of deferred taxes  . .      74,125             (659,091)
                      
Total Shareholders' Equity                   23,752,317            22,652,336

Total Liabilities and 
Shareholders' Equity                  $     326,473,313     $     299,481,566


                 See notes to consolidated financial statements.



                                        3<PAGE>




                  COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                         CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                                                    Three Months Ended
                                                         June 30     
                                                1995                  1994     
Revenue From Earning Assets
 Interest and fees on loans . . . .  $       5,300,988     $       3,995,962
 Interest on investment securities:
   Taxable securities  . . . . . . . . . . .   695,374               837,633
   Securities exempt from federal income taxes 290,102               275,226
                     
 Interest on federal funds sold . . . . . . .   87,475                16,707
 Interest on deposits in other banks  . . . . . 26,458                20,629
Total Revenue From Earning Assets . . . .    6,400,397             5,146,157

Interest Expense
 Interest on deposits . . . . . . . . . . .  3,091,918             2,095,844
 Interest on other short-term borrowings  . . . 43,588                 9,286
 Interest on long-term debt . . . . . . . .    187,080               127,195
Total Interest Expense  . . . . . . . . . .  3,322,586             2,232,325

Net interest income                          3,077,811             2,913,832
Provision for loan losses . . .                104,884               151,335

Net interest income after provision 
 for loan losses . . .                       2,972,927             2,762,497

Noninterest Income
 Service charges on deposits  . . . . . . . .  457,569               393,823
 Insurance commissions  . . . . . . . . . . .  178,442               221,565
 Bank club dues . . . . . . . . . . . . . . .  104,616                76,502
 Other operating income . . . . . . . . . . .  124,392               140,020
 Investment securities gains  . . . . . . . .    2,313                17,539 
  Total Noninterest Income  . . . . . . . . .  867,332               849,449

Noninterest Expenses
 Salaries and employee benefits . . . . . .  1,787,846             1,415,885
 Occupancy expense  . . . . . . . . . . . .    217,644               198,286
 Furniture and equipment expense  . . . . .    199,716               152,605
 Director and committee fees  . . . . . . .     70,075                72,250
 Other operating expenses . . . . . . . . .    695,401               611,683
  Total Noninterest Expenses  . . . . . . .  2,970,682             2,450,709

Income before income taxes. . . . . . . . .    869,577             1,161,237
Provision for income taxes  . .                199,303               343,580

Net Income  . . . . . . . . . . . . . .. $     670,274     $         817,657

Earnings Per Common Share - Primary and fully diluted

Net income per common share  . . .   $             .41     $             .47

Weighted average common shares outstanding . 1,623,866             1,728,420

                       See notes to consolidated financial statements.

                                               4<PAGE>


                  COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                                                   Six Months Ended
                                                        June 30,           
                                               1995                  1994     
Revenue From Earning Assets
 Interest and fees on loans . . . .    $      10,262,061     $       7,435,440
 Interest on investment securities:
  Taxable securities  . . . . . . .            1,388,968             1,687,662
  Securities exempt from federal income taxes    580,714               550,943
                     
 Interest on federal funds sold . . . . . . .    114,543                44,551
 Interest on deposits in other banks  . . . .     52,126                35,575
Total Revenue From Earning Assets . . . . . . 12,398,412             9,754,171

Interest Expense
 Interest on deposits . . . . . . . . . . .    5,930,537             4,038,226
 Interest on other short-term borrowings  .       73,110                16,537
 Interest on long-term debt . . . . . . . .      367,174               237,924
 Total Interest Expense  . . . . . . . . . .   6,370,821             4,292,687

Net interest income                            6,027,591             5,461,484
Provision for loan losses . . .                  226,711               276,525

Net interest income after provision
 for loan losses . . . . . . . . . . . . . .    5,800,880             5,184,959

Noninterest Income
 Service charges on deposits  . . . . . . . .     822,270               740,622
 Insurance commissions  . . . . . . . . . . .     356,192               434,736
 Bank club dues . . . . . . . . . . . . . . .     202,176               142,631
 Other operating income . . . . . . . . . . . . . 249,301               252,545
 Investment securities gains(losses)  . . . . . . (19,970)               26,469
                    
Total Noninterest Income  . . . . . . . . . . . 1,609,969             1,597,003

Noninterest Expenses
 Salaries and employee benefits . . . . . . . . 3,581,268             2,822,454
 Occupancy expense  . . . . . . . . . . . . . .   432,595               401,167
 Furniture and equipment expense  . . . . . . .   384,261               287,100
 Director and committee fees  . . . . . . . . .   137,500               143,350
 Other operating expenses . . . . . . . . . . . 1,406,273             1,265,844
   Total Noninterest Expenses  . . . . . . . .  5,941,897             4,919,915

Income before income taxes . . . . . . . . . .  1,468,952            1,862,047
Provision for income taxes  . .                   343,949              521,700

Net Income  . . . . . . . . . . . . . . $       1,125,003     $      1,340,347

Earnings Per Common Share - Primary and fully diluted

 Net income per common share  . . . .   $             .69     $            .78
 Weighted average common shares outstanding     1,622,445             1,714,781


                      See notes to consolidated financial statements.

                                            5<PAGE>




                   COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)
                                                    Six months Ended
                                                         June 30,          
                                               1995                  1994     
Operating activities:
 Net income . . . . . . . . . . .       $      1,125,003     $      1,340,347
 Adjustments to reconcile net income to net
  cash provided by operating activities:
 Provision for loan losses  . . . . . . . . .    226,711              276,525
 Provision for depreciation and amortization     446,358              322,041
 Amortization of investment security premiums and
  accretion of discounts . . . . . . . . . . . . (75,396)             (88,150)
 Provision for deferred taxes . . . . . . . . .  (14,304)              10,500 
 Realized investment security losses (gains) . .  19,970              (26,469)
 Gain on sale of premises and equipment . . . .   (7,395)              (3,596)
 Gain on sale of other real estate  . . . . . . .   -0-                (7,325)
 Increase in accrued interest receivable  . . . (226,729)            (139,674)
 Increase in accrued interest payable . . . . .  820,733               360,620 
 Other  . . . . . . . . . . . . . . . . . . . . (452,157)           (1,068,716)
      Net cash provided (used) by 
       operating activities                    1,862,794               976,103 

Investing activities:
 Proceeds from sales of investment securities  4,531,610            15,321,892
 Proceeds from maturity of 
   investment securities  . . . . . . .        9,560,990            19,097,583 
 Purchase of investment securities  . . . .  (14,024,752)          (23,177,512)
 Increase in interest-bearing deposits 
   with other banks . . . .                     (216,211)           (1,096,650)
 Net increase in loans to customers . . . .  (15,895,711)          (28,446,117)
 Proceeds from sale of premises and equipment     40,660                48,091
 Proceeds from sale of other real estate  . . .     -0-                 12,500
 Capital expenditures . . . . . . . . . . . . (1,212,665)           (1,389,278)
 Net cash used in investing activities . . . (17,216,667)          (19,629,491)

Financing activities:
 Net decrease in demand deposits, NOW accounts,
   and savings accounts  . . . . . . . . .    (1,139,167)           (2,915,415)
 Net increase in certificates of deposit  .   25,831,944            16,285,879
 Net increase (decrease) in short-term 
   borrowings . . . . . . .                    1,015,994               (48,268)
 Issuance of common stock.  . . . . . . . .        -0-                 957,603 
 Repayment of long-term debt  . . . . . . . . . (379,399)             (347,570)
 Cash dividends . . . . . . . . . . . . . . . . (843,918)                  -0- 
 Net cash provided by financing activities .  24,485,454            13,932,229

Net increase (decrease) in cash 
  and cash equivalents  . . . . . . . . . . .  9,132,169           (4,721,159)


Cash and cash equivalents at 
  beginning of period  . . . . . . . . . . . .13,648,601            16,251,805

Cash and cash equivalents at end 
   of period                           $      22,780,770     $      11,530,646



                See notes to consolidated financial statements.
                           
                                     6<PAGE>


                     COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)

                                                       Six months Ended
                                                           June 30,           
                                               1995                  1994     

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
  Interest  . . . . . . . . . . . . . $       5,550,088     $       3,932,067
  Income taxes  . . . . . . . . . . .           114,261               541,991

Supplemental schedule of non-cash investing and financing activities:

  Other real estate of $38,413 was acquired in 1995 through foreclosure.

  Long-term  debt  was  increased  and  equity  was  decreased $1,200,000 on 
  January 1, 1994 to reflect the existence of  leveraged, unreleased ESOP 
  shares. The debt was reduced and shares were released by $85,680 during
  each  of  the  six  month  periods  ended  June  30, 1995 and 1994 as a 
  result of payments made by the Company's ESOP.

  Investment  securities  of $39,742,884 were transferred during the six month 
  period ended June 30,1994 to securities available for sale in accordance with
  the provisions of SFAS 115.

  Unrealized  gains  or  losses  on investment securities available for sale 
  changed by $733,216 during the six months ended  June  30,  1995, from an 
  unrealized loss of $659,091 at December 31, 1994, to a gain of $74,125 at
  June 30,1995 (both net of the effect of deferred taxes.)






                     See notes to consolidated financial statements.

                                            7<PAGE>

                    COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                                 June 30, 1995


NOTE A - Basis of Presentation

The  accompanying  unaudited  consolidated  financial  statements  have  been  
prepared  in  accordance with generally accepted accounting  principles for 
interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X. Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements. In the opinion of management, all 
adjustments (consisting of normal recurring accruals) considered  necessary
for  a  fair presentation have been included.  Operating results for the six
month period ended June 30,1995  are  not  necessarily  indicative  of the 
results that may be expected for the year ended December 31, 1995.For further
information,  refer  to  the consolidated financial statements and footnotes 
thereto included in the Company's Annual Report on Form 10-K for the year 
ended December 31, 1994.


NOTE B - Income Taxes

The  effective  tax  rates  of  approximately 23.4 percent and 28.0 percent
for the six months ended June 30, 1995 and 1994 are less than the statutory 
rate principally because of the effect of tax-exempt interest income.

NOTE C - Investment Securities

Effective  January  1, 1994, the Company applied the accounting and reporting
requirements of Statement of Financial Accounting Standards  No.  115, 
Accounting for Certain Investments in Debt and Equity Securities ("SFAS 115"). 
This pronouncement requires that  all  investments  in debt securities be 
classified as either held-to-maturity securities, which are reported at amort-
ized cost;  trading  securities,  which  are  reported  at  fair  value,  with
unrealized gains and losses included in earnings; or available-for-sale  
securities,  which  are reported at fair value, with unrealized gains and 
losses excluded from earnings and reported in a separate component of 
stockholders' equity (net of deferred tax effect).

At  June 30, 1995, the Company had net unrealized gains of $123,541 in available
-for-sale securities which are reflected in the presented  assets  and  resulted
in an increase in stockholders' equity of $74,125 net of deferred tax liability.
There were no trading  securities.  The net increase in stockholders  equity
as a result of the SFAS 115 adjustment from December 31, 1994 to June 30, 1995 
was $733,216. 

NOTE D - Shareholders' Equity

Effective  October 1, 1993, the Company offered a maximum of 600,000 shares of
its $.10 par value common stock at $15 per share with  the  anticipation  of  
raising  up  to  $9,000,000 of capital.  As of December 31, 1993,  535,999 
shares had been issued, raising  $7,959,139  of  capital  after  reduction  of 
offering costs.  On February 11, 1994  the offering was closed upon full 
subscription of all shares offered for sale, raising an additional $957,603 of 
capital after offering costs.

On  October  3,  1994, the Company purchased 115,978 shares of stock into 
treasury at $25 per share, for a total of $2,899,460,from Jeffrey K. Cornelius,
a former director and officer of the Company. 








                                      8<PAGE>





NOTE D - Shareholders' Equity (continued)


On  January  9,  1995, the Board of Directors of the Company declared a dividend
of $.50 per share to shareholders of record as of  January  15,  1995  which 
was  paid  on January 20, 1995. The payment of dividends on common stock is 
subject to the prior payment  of  principal  and  interest  on  the  Company's 
long-term debt, maintenance of sufficient earnings and capital of the 
subsidiaries and to regulatory restrictions. 

Also  on  January  9,  1995, the Board of Directors passed a resolution author-
izing the preparation of a Registration Statement for  the  proposed  sale  of 
312,161  shares of the Company's $.10 par value common stock, consisting of the
Company's 115,978 shares  of  treasury  stock  and  196,183  newly  issued  
shares.  The  sale  became effective on June 20, 1995. If it is fully 
subscribed, this sale would create approximately $6,200,000 of additional 
capital for the Company.

NOTE E - Employee Stock Ownership Plan

The  Company  adopted  an  Employee  Stock  Ownership Plan (the "ESOP") 
effective as of January 1, 1985, which enables eligible employees  of the 
Company and its subsidiaries to own Company common stock. On November 3, 1993,
the ESOP's Trustees executed a promissory  note  of  $1,200,000  in  order to 
purchase common stock from the Company's new offering of its stock. The note was
originally  secured  by  80,000  shares  of purchased stock, which are released
proratably by the lender as monthly payments of principal  and  interest  are  
made. 62,864 shares remain as security for the indebtedness as of June 30, 1995.
The note is not explicitly guaranteed by the Company.

Effective  January  1,  1994,  the Company applied the accounting and reporting
requirements of Statement of Position No. 93-6, Employers'  Accounting  for  
Employee  Stock Ownership Plans ("SOP 93-6"). SOP 93-6 removes any distinctions
between ESOP loans which  are  guaranteed  by  the employer and those which are
not. Under the provisions of SOP 93-6, the employer must recognize the  
indebtedness of its sponsored ESOP on its balance sheet and reduce its stock-
holder's equity for shares of stock which have not  been  released by a lender 
to the ESOP for allocation to its participating employees. Adjustments are also
required to the method of recording payments made by the Company to the ESOP on
behalf of its participating employees.

At  June  30,  1995,  the Company's financial statements reflect long term debt
and a corresponding contra-equity account, as a result of this ESOP debt, of 
$942,960.

























                                  9<PAGE>


                                Item 2.
      MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS


This  discussion is intended to assist an understanding of the Company and its 
Subsidiaries' financial condition and results of operations.  Unless  the  
context  otherwise  indicates,  "the Company" shall include the Company and 
its Subsidiaries.  This analysis  should  be  read  in  conjunction with the 
financial statements and related notes appearing in Item 1 of the June 30,1995
Form  10-Q  and  Management's  Discussion  and Analysis of Financial Condition 
and Results of Operations appearing in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.


FINANCIAL CONDITION

June 30, 1995 compared to December 31, 1994


Loans

Loans  comprised  the  largest single category of the Company's earning assets 
on June 30, 1995.  Loans, net of unearned income and  reserve  for loan losses,
were  67.6%  of total assets at June 30, 1995 and 68.4% of total assets at 
December 31, 1994. Total  net  loans  were  $220,778,221  at  June  30,  1995, 
representing a 7.8% increase from the December 31, 1994 total of $204,880,160.
This increase of approximately $15.9 million was due to improving economic 
conditions in the Company's markets,growth in the Company's new subsidiary bank
in Tennessee, and a management emphasis on quality loan growth.


Investment Securities and Other Earning Assets

Investment  Securities  and  federal  funds sold increased $10,569,604 or 17.1%
from December 31, 1994 to June 30, 1995.  This increase  was  due  primarily to
deposit growth in excess of loan growth. The investment securities portfolio is
used to make various  term  investments,  to provide a source of liquidity and 
to serve as collateral to secure certain government deposits. Investment  
securities  at  June  30,  1995  were $63,596,045 compared with $62,386,441 at 
December 31, 1994, reflecting a 1.9% increase  of  $1,209,604.    Short-term 
investments in the form of interest-bearing deposits with banks were $2,330,034
at June 30, 1995 and $2,113,823 at December 31, 1994.


Asset Quality

Between  December 31, 1994 and June 30,1995,the Company experienced an improve-
ment in the quality of its assets as measured by three  key  ratios. The ratio
of loan loss allowance to total nonperforming assets (defined as nonaccrual 
loans, loans past due 90  days  or  greater, restructured loans, nonaccruing 
securities, and other real estate) improved from 1.47 to 1.55. The ratio of
total  nonperforming  assets to total assets experienced a favorable decline of
0.1%, to 0.003 from 0.004, and the ratio of nonperforming  loans  to  total  
loans  remained  the  same at 0.005.All three of these ratios compare favorably
with industry averages, and management is aware of no factors which would 
suggest that they are prone to erosion in future periods.


Deposits

Total  deposits  of  $288,105,338 at June 30, 1995 increased $24,692,777 (9.4%)
over total deposits of $263,412,561 at year-end 1994. Deposits  are  the  
Company's  primary  source of funds with which to support its earning assets.  
Noninterest-bearing deposits  increased  $7,706,624  or  26.1%  from  year-end 
1994  to  June  30,  1995,  and interest-bearing deposits increased $16,986,153
(7.3%) from year-end 1994.Certificates of deposit of $100,000 or more increased
$11,097,579 (11.0%). 






                                           10<PAGE>


Other Short-term Borrowings

Other  short-term  borrowings  totalled  $3,051,915 at June 30, 1995, a 
$1,008,013 increase from the December 31, 1994 total of $2,043,902.


Long-term Debt

At June 30, 1995 and December 31, 1994, the Company had notes payable totaling 
$8,247,874, and $8,712,253, respectively. 

On  December  17,  1992,the Company entered into a loan agreement with Colonial
Bank for amounts up to $6,500,000. At June 30, 1995  and  December  31,  1994, 
the  amounts outstanding were $5,336,263 and  $5,652,014, respectively, due 
December 17, 2002, bearing  interest  at a floating prime, collateralized by 
100% of the common stock of the subsidiary banks.  The note agreement contains 
provisions which limit the Company's right to transfer or issue shares of 
subsidiary banks' stock. Principal payments of  $58,681  are  due  monthly; 
however, the Company has the option of postponing up to twenty-four monthly 
principal payments, provided that no more than six consecutively scheduled 
installments are deferred.

On  November  3,  1993  the  Company's  ESOP  borrowed  $1,200,000 for the 
acquisition of Company common stock. The note is due December  5, 2005, bearing
interest at a floating rate, collateralized by shares of the Company's common 
stock purchased by the ESOP.  The  Company  has  not  guaranteed  this  debt;  
however,new accounting and reporting guidelines mandated the debt's recognition
on  the  Company's  balance  sheet  as  of  January 1, 1994 with an offsetting 
charge against equity. As principal payments  are  made  by  the ESOP, the debt
and offsetting charge against equity are reduced. Principal payments of $14,280
are due  monthly,  at  which  time  the  lender  releases  a  proportionate  
amount of the stock held as collateral to the ESOP for allocation to its 
participants.The outstanding balance of this note was $942,960 at June 30, 
1995. 

On  October  4, 1994, the Company entered into a twenty year, subordinated 
installment capital note due October 1, 2014 for the purchase  of  treasury  
stock. Monthly principal and interest payments of $15,506 are made on the note,
which bears interest at the  fixed  rate of 7 %. The Company maintains the 
right to prepay the note at its sole discretion. The balance of the note was
$1,968,651 at June 30, 1995.

Remaining maturities of long-term debt for the years ending December 31 are as 
follows:

     1995  . . . . . . . . .   $     459,919
     1996  . . . . . . . . .         927,147
     1997  . . . . . . . . .         930,879
     1998  . . . . . . . . .         934,880
     1999  . . . . . . . . .         939,170
     Thereafter  . . . . . .       4,055,879

                               $   8,247,874


Shareholders' Equity

Company  shareholders'  equity  increased  $1,099,981  from December  31,  1994
to  June  30,  1995, due to:  net earnings of $1,125,003,  the  payment of a 
cash dividend of $843,918, the reduction of unearned ESOP shares by $85,680, 
and the increase of unrealized gains on securities available for sale totalling
$733,216, net of deferred tax liability.


                                 11<PAGE>

Capital Resources

A strong capital position is vital to the continued profitability of the 
Company because it promotes positive depositor and investor confidence and 
provides a solid foundation for future growth of the organization. The Company
has provided a majority of its capital requirements through the retention of 
earnings.

Bank  regulatory authorities are  placing increased emphasis on the maintenance
of adequate capital.  In 1990, new risk-based capital  requirements  became  
effective. The  guidelines  take  into  consideration risk factors, as defined 
by regulators, associated  with  various  categories  of assets, both on and 
off the balance sheet.  Under the guidelines, capital strength is measured  in 
two tiers which are used in conjunction with risk-adjusted assets to determine 
the risk-based capital ratios.  The Company's  Tier  I  capital,  which  
consists  of  common equity, amounted to $ 23.7 million at June 30, 1995.  Tier
II capital components  include  supplemental  capital  components such as 
qualifying allowance for loan losses and qualifying subordinated debt.   Tier I
capital plus the Tier II capital components is referred to as Total Risk-based 
capital and was $ 27.2 million at June 30, 1995.

The  Company's current capital  positions exceed the new guidelines. Management
has reviewed and will continue to monitor the Company's  asset  mix  and  
product pricing, and the loan loss allowance, which are the areas determined to
be most affected by these new requirements.








                                                               12<PAGE>


RESULTS OF OPERATIONS

Six months ended June 30, 1995 and 1994


Summary

Net  earnings  of the Company for the six months ended June 30, 1995 were 
$1,125,003 compared to $1,340,347 for the same period in  1994,  representing 
a 16.1% decrease.  This decrease was due principally to the increase of 
noninterest expenses in excess of  growth  in  noninterest  income.  This  is  
a  direct  result  of  the Company's expansion activity, with three new banking
facilities  being opened in 1994 and another new location opened in the second 
quarter of 1995. In addition to the direct costs of  operating these new 
facilities, the Company has increased its staffing levels within its support 
functions to a level which not  only  allows  quality  service  to  current  
banking  customers but which also anticipates continued growth in the future.
Noninterest  expenses  increased  $1,021,982  during the six months ended June
30, 1995 as compared to the same period in 1994, while noninterest income 
increased by $12,966. 

Net Interest Income

Net  interest  income,  the  difference  between interest earned on assets and 
the cost of interest-bearing liabilities, is the largest  component  of  the  
Company's net income.Revenue from earning assets of the Company during the six 
months ended June 30,1995  increased  $2,644,241  (27.1%)  from  the  same  
period  in  1994.   This increase was due to a higher interest rate environment
combined  with  larger outstanding balances of earning assets. Interest expense
for the six months ended June 30, 1995  increased  $2,078,134  or 48.4% over 
the corresponding period of 1994.  As a result of these factors, net interest 
income increased $566,107 or 10.4% in the six months ended June 30, 1995 
compared to the same period of 1994.


Provision for Loan Losses

The  provision for loan losses represents the charge against current earnings 
necessary to maintain the reserve for loan losses at a level which management 
considers appropriate.  This level is determined based upon Community Bank's 
historical charge- offs,  management's  assessment  of  current  economic  
conditions,  the  composition  of  the loan portfolio and the levels of 
nonaccruing  and past due loans. The provision for loan losses was $226,711 for
the six months ended June 30, 1995 compared to $276,525  for  the  same  period
of 1994.  Charge-offs exceeded recoveries by $176,522 for the six months ended 
June 30, 1995. The  reserve  for loan losses as a percent of outstanding loans,
net of unearned income, was .72% at June 30, 1995 compared to .75% at year-end 
1994.


Noninterest Income

Noninterest  income  for  the six months ended June 30, 1995 was $1,609,969 
compared to $1,597,003 for the same period of 1994. This  0.8%  increase was 
modest primarily due to a decrease in the amount of insurance commissions 
earned by the Company in the form  of  credit  life insurance and the recogn-
ition of a small loss on investment securities as opposed to a small gain in 
the first  half  of  1994.  Significant  components  of  noninterest income are
as follows:  Service charges on deposits increased $81,648  (11.0%),  insurance
commissions  decreased  $78,544  (18.1%),  security losses totaled $19,970 as 
opposed to gains of $26,469  in  1994,  and  other operating income, primarily 
dues for the bank club account and appraisal fees, increased $56,301 (14.2%) to
$451,477.


                                        13  


Noninterest Expenses

Noninterest  expenses  for the six months ended June 30, 1995 were $5,941,897, 
reflecting a 20.8% increase over the same period of 1994.The primary components
of noninterest expenses are salaries and employee benefits, which increased to 
$3,581,268 for the  six  months  ended  June  30,  1995, 26.9% higher than in 
the same period of 1994.  The increases in salaries and employee benefits  are 
due to staffing for four new banking locations as well as merit increases and 
incentive payments. Occupancy costs increased  $31,428  (7.8%), furniture and 
equipment expenses rose by $97,161 (33.8%), and director and committee fees 
decreased by $5,850(4.1%).Other operating expenses rose by 11.1% to $1,406,273.

The  majority of these expenses should continue at or above the levels for the 
six months ended June 30, 1995, since management intends to continue its growth
policies.  

The Company remains dependent upon the earnings of its principal subsidiary, 
Community Bank (Alabama), for its earnings.

The  substantial  increase  in the Company's size has necessitated increased 
expenditures for data processing and other support activities and personnel, 
which will continue.

The  Company's strategy is to make each office of its subsidiary bank a vital 
part of the community it serves.  Each office has management  and personnel as 
similar to a full service, stand-alone bank as possible. Although more 
expensive, we believe this strategy  has  been successful for Community Bank, 
and will best serve our communities, customers and shareholders. The Company
will  remain  dependent  upon  Community  Bank  for the bulk of its earnings. 
Management will strive to build Community Bank's business  in  a  profitable  
manner and to minimize any losses and adverse effects on the Company's 
earnings.  Our strategy for long-term success in these areas will not be 
sacrificed for immediate gain.


Income Taxes

The  Company  attempts  to maximize its net income through active tax planning.
The provision for income taxes of $343,949 for the  six  months  ended  June 
30, 1995 decreased $177,751 compared to the same period of 1994, due primarily 
to the decrease in income  before  tax. Taxes  as a percent of earnings 
decreased from 28.0% to 23.4%.  The effective tax rate of approximately 23.4% 
is less than the statutory rate principally because of the effect of tax-exempt
interest income.






                                                               14<PAGE>


                        Part II - Other Information

               Item 6 - Exhibits and Reports on Form 8-K


(a) Exhibits:

     Exhibit Number          Description of Exhibit          Page Number

          11                 Computation of Earnings             16     
                                            Per Share               

          27                 Financial Data Schedule
                                              (for the SEC use only)

(b) Reports on Form 8-K

    The Company did not file any reports on Form 8-K during the quarter ended 
    June 30, 1995.


































                              15<PAGE>


EXHIBIT 11 -- STATEMENT RE:  COMPUTATION OF EARNINGS PER SHARE

COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES



The  following tabulation presents the calculation of primary and fully diluted
earnings per common share for the six-month and three-month periods ended June 
30, 1995 and 1994.

                                Six Months Ended         Three Months Ended  
                                   June 30,                   June 30,      
                             1995          1994           1995         1994    

Reported net income . .$ 1,125,003    $  1,340,347   $   670,274   $   817,657


Earnings on common 
  shares . . . . . .   $ 1,125,003    $   1,340,347   $  670,274    $  817,657


Weighted average common 
shares outstanding  .    1,622,445        1,714,781    1,623,866     1,728,420

Earnings per common share - primary and
 fully diluted
  Income from 
   continuing operations  $    .69     $        .78   $      .41    $      .47

  Net income  . . . . .   $    .69     $        .78   $      .41    $      .47
































                               16<PAGE>


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 thereunto duly authorized.



                         COMMUNITY BANCSHARES, INC.



August 1, 1995                      /s/ Kennon R. Patterson, Sr.     
Date                                    Kennon R. Patterson, Sr., as its  
                                        President and Chief Executive   
                                        Officer                          



August 1, 1995                      /s/ Paul W. Williams,CPA            
Date                                    Paul W. Williams,CPA as its Senior    
                                        Vice President and Chief        
                                        Accounting Officer              
                      




































                                17<PAGE>

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COMMUNITY BANCSHARES, INC. FOR THE PERIOD ENDED JUNE 30,
1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
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<INT-BEARING-DEPOSITS>                         2330034
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                                          0
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