COMMUNITY BANCSHARES INC /DE/, SC 13D/A, 2000-03-17

COMMUNITY BANCSHARES INC /DE/
SC 13D/A, 2000-03-17
STATE COMMERCIAL BANKS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------

SCHEDULE 13D
(RULE 13D-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)

(AMENDMENT NO. 3)(1)

COMMUNITY BANCSHARES, INC.
(Name of Issuer)

Common Stock, par value $.10 per share
(Title of Class of Securities)

20343H 10 6
(CUSIP Number)

J. Fred Kingren, Esq.
Feld, Hyde, Lyle, Wertheimer & Bryant, P.C.
2000 SouthBridge Parkway, Suite 500
Birmingham, Alabama 35209
(205) 802-7575
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

General Update
(Date of Event Which Requires Filing of this Statement)

If the Reporting Person has previously filed a Statement on Schedule
13G to report the acquisition that is the subject of this Statement on Schedule
13D, and is filing this Statement on Schedule 13D because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box [ ].

Note: Statements on Schedule 13D filed in paper format shall include a
signed original and five copies of the Statement on Schedule 13D, including all
exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 32 Pages)

- -----------------------------

(1) The remainder of this Cover Page shall be filled out for the
Reporting Person's initial filing of this Statement on Schedule 13D with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior Cover Page.

The information required on the remainder of this Cover Page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.

<PAGE> 2

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 2 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

R. C. Corr, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 280,356 Shares

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH 280,356 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

280,356 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 3

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 3 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%

14 TYPE OF REPORTING PERSON

<PAGE> 4

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 4 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Doris J. Corr

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 322,172 Shares

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH 322,172 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

322,172 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 5

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 5 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.9%

14 TYPE OF REPORTING PERSON

<PAGE> 6

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 6 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Bryan A. Corr

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 192,205 Shares

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH 192,205 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

192,205 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 7

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 7 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.1%

14 TYPE OF REPORTING PERSON

<PAGE> 8

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 8 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Tina M. Corr

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 40,829 Shares

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH 40,829 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

40,829 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 9

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 9 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.9%

14 TYPE OF REPORTING PERSON

<PAGE> 10

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 10 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Joan M. Currier

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 138,334 Shares

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH 138,334 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

138,334 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 11

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 11 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%

14 TYPE OF REPORTING PERSON

<PAGE> 12

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 12 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

John David Currier

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,880 Shares

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,880 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,880 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 13

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 13 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.2%

14 TYPE OF REPORTING PERSON

<PAGE> 14

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 14 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Christina M. Currier

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES 10,454 Shares

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None

EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,454 Shares

PERSON 10 SHARED DISPOSITIVE POWER
WITH None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,454 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 15

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 15 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.2%

14 TYPE OF REPORTING PERSON

<PAGE> 16

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 16 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Corr, Inc. (f/k/a Oneonta Telephone Company, Inc.)

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

State of Alabama

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 120,000 Shares

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH 120,000 Shares

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

120,000 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 17

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 17 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6%

14 TYPE OF REPORTING PERSON

<PAGE> 18

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 18 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

A. Lee Hanson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES None

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None

EACH 9 SOLE DISPOSITIVE POWER
REPORTING None

PERSON 10 SHARED DISPOSITIVE POWER
WITH None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 19

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 19 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

None

14 TYPE OF REPORTING PERSON

<PAGE> 20

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 20 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jimmy C. Smith

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]

3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES 4,850 Shares

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None

EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,850 Shares

PERSON 10 SHARED DISPOSITIVE POWER
WITH None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,850 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 21

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 21 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.1%

14 TYPE OF REPORTING PERSON

<PAGE> 22

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 22 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

J. R. Whitlock, Sr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES 6,230 Shares

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None

EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,230 Shares

PERSON 10 SHARED DISPOSITIVE POWER
WITH None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,230 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 23

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 23 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.1%

14 TYPE OF REPORTING PERSON

<PAGE> 24

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 24 OF 32 PAGES

1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

William S. Wittmeier, Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS

Not Applicable

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF 7 SOLE VOTING POWER
SHARES 1,260 Shares

BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None

EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,260 Shares

PERSON 10 SHARED DISPOSITIVE POWER
WITH None

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,260 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]

<PAGE> 25

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 25 OF 32 PAGES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

.03%

14 TYPE OF REPORTING PERSON

<PAGE> 26

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 26 OF 32 PAGES

INTRODUCTORY NOTE

This Amendment No. 3 to Statement on Schedule 13D (this "Amendment No.
3") is filed with the Securities and Exchange Commission ("SEC" or the
"Commission") by R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Tina M. Corr,
Joan M. Currier, John David Currier, Christina M. Currier, Corr, Inc. (f/k/a
Oneonta Telephone Company, Inc.), A. Lee Hanson, Jimmy C. Smith, J. R. Whitlock,
Sr. and William S. Wittmeier, Jr., as joint filers (individually, a "Reporting
Person, and, collectively, the "Reporting Persons"), with respect to the shares
of the Common Stock, par value $.10 per share ("Common Stock"), of Community
Bancshares, Inc., a Delaware corporation (the "Issuer").

This Amendment No. 3 amends Items 2, 4, 5, 6 and 7 of the Statement on
Schedule 13D filed by certain of the Reporting Persons, as joint filers, on
November 3, 1998 (the "Original Filing"), and Amendment Nos. 1 and 2 thereto
filed by the Reporting Persons, as joint filers, on December 31, 1998 and March
22, 1999, respectively.

The Reporting Persons filed Amendment Nos. 1 and 2 because they could
be deemed to be a "group" for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to shares of
the Common Stock. In Amendment Nos. 1 and 2, each of the Reporting Persons
disclaimed any membership in, and the existence of, such a group other than the
Corr Family Group (as hereinafter defined) and the Stockholders for Integrity
and Responsibility (as hereinafter defined). The Corr Family Group is comprised
of R. C. Corr, Jr., Doris J. Corr, Bryan A. Corr, Tina M. Corr, Joan M. Currier,
John David Currier, Christina M. Currier and Corr, Inc. The Stockholders for
Integrity and Responsibility was a group comprised of R. C. Corr, Jr., Doris J.
Corr, Bryan A. Corr, Joan M. Currier, John David Currier, A. Lee Hanson, Jimmy
C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr. Accordingly, the
Reporting Persons included persons who were members of the Corr Family Group,
the Stockholders for Integrity and Responsibility or both.

The Reporting Persons are filing this Amendment No. 3 because each of
them now desires to disclaim any membership in, and the existence of, the
Stockholders for Integrity and Responsibility. Accordingly, A. Lee Hanson, Jimmy
C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr. can no longer be
deemed to be members of any "group" for purposes of Section 13(d)(3) of the
Exchange Act with respect to shares of the Common Stock. With the filing of this
Amendment No. 3, the only "group" that may be deemed to exist for purposes of
Section 13(d)(3) of the Exchange Act, with respect to shares of the Common
Stock, is the Corr Family Group.

Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person assumes responsibility
for the accuracy or completeness of information furnished by another Reporting
Person. By executing this Amendment No. 3, each of the Reporting Persons agrees
that this Amendment No. 3 is filed on behalf of such Reporting Person.

ITEM 2. IDENTITY AND BACKGROUND.

Certain information with respect to each of the members of the Corr
Family Group is set forth on Schedule I, which is attached hereto and
incorporated herein by reference. During the past five years, none of the Corr
Family Group has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any of the Corr Family Group been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws. Each member of the Corr Family Group,
with the exception of Corr, Inc., is a citizen of the United States of America.
Corr, Inc. is an Alabama corporation.

<PAGE> 27

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 27 OF 32 PAGES

ITEM 4. PURPOSE OF TRANSACTION.

On January 31, 2000, each of the members of the Corr Family Group
entered into a Standstill Agreement with the Issuer. The Standstill Agreement
was entered into for the purpose of establishing a course of conduct between the
parties thereto in order that a means might be negotiated and implemented by
which the members of the Corr Family Group may sell, transfer, exchange or
otherwise dispose of all of the shares of the Common Stock owned or held by
them. The Corr Family Group intends to engage in discussions with the Issuer
regarding such a course of conduct. The Standstill Agreement governs certain
matters from the date thereof until the earliest of (i) July 31, 2000, (ii) the
date a change in the ownership of the shares of the Common Stock owned by the
members of the Corr Family Group is effected, or (iii) the date which is 30 days
from the date the members of the Corr Family Group or the Issuer provides notice
in writing to the other party that, in the notifying party's sole discretion,
such party is no longer working toward a change in ownership of the shares of
the Common Stock owned or held by the members of the Corr Family Group (the
"Standstill Period"). See Exhibit 1 attached to this Amendment No. 3, which is
hereby incorporated herein by reference.

The Standstill Agreement prohibits the parties thereto from taking
certain actions. Each of the members of the Corr Family Group agreed in the
Standstill Agreement that, during the Standstill Period, such member, and such
member's officers, directors, affiliates, employees, agents or any other
representative acting on such member's behalf, will not, in any capacity or
manner, directly or indirectly, effect, cause or participate in, or seek, offer,
attempt or propose (whether publicly or otherwise) to effect, cause or
participate in (i) any acquisition, purchase or ownership (beneficial, of record
or otherwise) of any shares of Common Stock, any other securities issued by or
any assets of the Issuer or any of its subsidiaries, except that the sale or
transfer to one or more of the members of the Corr Family Group of the 100,000
shares of Common Stock of the Issuer owned by Don T. Camp, which were the
subject of a lawsuit styled R. C. Corr, Jr. and Doris J. Corr v. Community
Bancshares, Inc., et al., Civil Action No. 99-100DHJ, filed on April 15, 1999,
in the Circuit Court of Blount County, Alabama (the "Camp Lawsuit"), will not be
in violation of the Standstill Agreement if, and only if, a separate agreement
regarding the transfer of such shares is entered into by one or more of the
members of the Corr Family Group and Don T. Camp; (ii) any tender or exchange
offer, merger or other business combination involving the Issuer or its
subsidiaries; (iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Issuer or any
of its subsidiaries; (iv) any "solicitation" of "proxies" (as such terms are
used or defined in the Exchange Act or rules promulgated thereunder) or consents
to vote any shares of Common Stock or other securities of the Issuer; or (v) any
initiation, proposal or submission of matters or nominees to be considered or
voted upon by the Issuer's stockholders, pursuant to Rule 14a-8 under the
Exchange Act or otherwise. Each of the members of the Corr Family Group also
agreed in the Standstill Agreement that, during the Standstill Period, such
member, and such member's officers, directors, affiliates, employees, agents or
any other representative acting on such member's behalf, will not, in any
capacity or manner, directly or indirectly, (i) form, join or in any way
participate in a "group" (for purposes of the Exchange Act and Rule 13d-3
thereunder) with respect to the Issuer, its subsidiaries, the Common Stock or
other securities thereof, except that any "group" which consists solely of the
members of the Corr Family Group and members of their respective families will
not be deemed to be a violation of the Standstill Agreement; (ii) otherwise act
alone, or in concert with others, to seek control of or to influence the
management, Board of Directors or policies of the Issuer, except that the
participation of the members of the Corr Family Group and the members of their
respective families with the Issuer and its subsidiaries in the negotiations
contemplated by the Standstill Agreement will not be deemed to be a violation
thereof; (iii) take any action that might force such party to make a public
announcement regarding any of the types of matters governed by the Standstill
Agreement; or (iv) encourage, solicit, assist, institute, participate in,
finance or support, or enter into any discussions, negotiations, understandings,
agreements or arrangements with, any other person, individual, entity or party
(excepting only each such member's attorneys, accountants and financial advisors
on a need-to-know basis) with respect to any of the foregoing. Under the terms
and provisions of the Standstill Agreement, no member of the Corr Family Group,
on the one hand, or the Issuer, on the other hand, may file (or encourage,
participate in, finance or support the filing or maintenance of) any suit in any
court against the other of them, except a suit to enforce the Standstill
Agreement or any subsequent agreement entered into by the parties during the
Standstill Period.

<PAGE> 28

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 28 OF 32 PAGES

Furthermore, the parties to the Standstill Agreement agreed therein
that they would explore together whether certain actions could occur. These
actions included (i) the disbanding of the Stockholders for Integrity and
Responsibility; (ii) the execution of written agreements by A. Lee Hanson, Jimmy
C. Smith, J. R. Whitlock, Sr. and William S. Wittmeier, Jr. to the effect that
each such individual will refrain from acquiring any securities of the Issuer
for a period of five years from the date of such agreement; and (iii) the
declaration by the Issuer's Board of Directors that the Reporting Persons should
no longer be deemed to be an "Adverse Person" under the Issuer's Share Purchase
Rights Plan, with the understanding that the members of the Corr Family Group
will still be considered one "Person" under such plan for the purpose of
determining whether any such member has become an "Acquiring Person". The
members of the Corr Family Group agreed in the Standstill Agreement to dismiss
the Camp Lawsuit, without prejudice, upon the consummation of these actions.

All of the actions that the parties to the Standstill Agreement agreed
to explore have occurred. The Stockholders for Integrity and Responsibility was
terminated and disbanded pursuant to a Memorandum of Understanding, dated
February 7, 2000, among (i) R.C. Corr, Jr., (ii) Doris J. Corr, individually and
as Co-custodian for Lauren M. Corr, Kelly B. Corr, Bryan A. Corr, Jr. and John
David Currier, Jr., (iii) Bryan A. Corr, individually and as Co-custodian for
Lauren M. Corr, Kelly B. Corr and Bryan A. Corr, Jr., (iv) Tina M. Corr, (v)
Joan M. Currier, individually and as Co-custodian for John David Currier, Jr.,
(vii) Christina M. Currier, (viii) Corr, Inc., (ix) A. Lee Hanson, (x) Jimmy C.
Smith, (xi) J. R Whitlock, Sr., and (xii) William S. Wittmeier, Jr. See Exhibit
2, which is hereby incorporated herein by reference. Jimmy C. Smith, J. R.
Whitlock, Sr. and William S. Wittmeier, Jr. have each executed and delivered
agreements with the Issuer whereby he refrains from acquiring any shares of
Common Stock or any other securities of the Issuer for a five-year period. See
Exhibits 3, 4 and 5, which are hereby incorporated herein by reference. On
February 8, 2000, the Board of Directors of the Issuer adopted a resolution
rescinding a previous resolution, dated January 7, 1999, whereby the Board of
Directors of the Issuer declared that the Stockholders for Integrity and
Responsibility was an "Adverse Person" under the Issuer's Share Purchase Rights
Plan and that the Stockholders for Integrity and Responsibility would be
considered an "Acquiring Person" under the Share Purchase Rights Plan if it
became the "Beneficial Owner" (as defined therein) of 10.5% or more of the
Issuer's outstanding voting shares. The rescission of the resolution, dated
January 7, 1999, was conditioned upon the occurrence of (i) the submission of
evidence satisfactory to the General Counsel to the Issuer or his designee that
the Stockholders for Integrity and Responsibility has disbanded, (ii) the
execution by all members of the Stockholders for Integrity and Responsibility of
written agreements with the Issuer in such form as is satisfactory to the
General Counsel of the Issuer or its designee restricting the ability of such
members to purchase additional shares of the Issuer's Common Stock, and (iii)
the dismissal of the Camp Lawsuit, without prejudice. It is the understanding of
the members of the Corr Family Group from William H. Caughran, Jr., Senior Vice
President and general counsel of the Issuer, that it is the Issuer's intent that
written agreements with the Issuer restricting the ability of the members of the
Stockholders for Integrity and Responsibility to purchase additional shares of
the Issuer's Common Stock be required with respect to only Jimmy C. Smith, J. R.
Whitlock, Sr. and William S. Wittmeier, Jr., notwithstanding the language of the
resolution, dated February 8, 2000, to the contrary. The resolution, dated
February 8, 2000, also provided that the Corr Family Group
would be considered one "Person" under the Issuer's Share Purchase Rights Plan
for all purposes, including determining whether any "Person" is an "Acquiring
Person" (as defined therein), until otherwise determined by the Board of
Directors of the Issuer. With the accomplishment of the actions which the
parties agreed to explore, in the Standstill Agreement, the Camp Lawsuit was
dismissed without prejudice, on February 28, 2000, as to all parties,
including the Issuer, and all claims.

The Reporting Persons have no present intention of purchasing any
additional shares of Common Stock other than the 100,000 shares of Common Stock
which R. C. Corr, Jr. attempted to acquire as discussed in Item 3 of the
Original Filing, which discussion is hereby incorporated herein by reference.

Except as described in this Item 4, none of the Reporting Persons has
any plans or proposals as of the date hereof that relate to, or would result in,
(i) the acquisition by any person of additional securities of the Issuer or the
disposition of any such securities, (ii) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (iv) any change in the present Board or
management of the Issuer, including any plans or proposals to change the number
or term of Directors or to fill any existing vacancies on the Board, (v) any
material change in the present capitalization or dividend policy of the Issuer,
(vi) any other material change in the Issuer's business or corporate structure,
(vii) changes in the Issuer's charter or Bylaws or other actions which may
impede the acquisition of control of the Issuer by any person, (viii) causing a
class of securities of the Issuer to be delisted from

<PAGE> 29

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 29 OF 32 PAGES

any national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(ix) causing a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12 (g)(4) of the Exchange Act,
or (x) any action similar to any of those enumerated in clauses (i) through
(ix) above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b) The members of the Corr Family Group beneficially own an
aggregate of 381,349 shares of Common Stock, constituting approximately 8.2% of
the shares of Common Stock reported by the Issuer as being outstanding on
November 10, 1999. Schedule II, which is attached hereto and incorporated herein
by reference, sets forth certain information with respect to the shares of
Common Stock owned by each of the members of the Corr Family Group and the power
of each of them to vote or to dispose of the shares of Common Stock owned by
each of them. Each of the members of the Corr Family Group disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the other members
of the Corr Family Group except to the extent reflected in the notes to Schedule
II.

(d) No person other than the members of the Corr Family Group has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock beneficially owned by
them.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

There are no other contracts, arrangements, understandings or
relationships (legal or otherwise) to which any of the members of the Corr
Family Group is a party with respect to any shares of Common Stock except the
understandings and relationships discussed in Items 4 and 5 of this Statement on
Schedule 13D, which discussions are hereby incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

1. Standstill Agreement, dated as of January 31, 2000, among (i)
Corr, Inc., (ii) R. C. Corr, Jr., (iii) Doris J. Corr, individually and as
Co-custodian for Lauren M. Corr, Kelly B. Corr, Bryan A. Corr, Jr. and John
David Currier, Jr., (iv) Bryan A. Corr, individually and as Co-custodian for
Lauren M. Corr, Kelly B. Corr and Bryan A. Corr, Jr., (v) Tina M. Corr, (iv)
Joan M. Currier, individually and as Co-custodian for John David Currier, Jr.,
(vii) John David Currier, and (viii) Christina M. Currier, and the Issuer.

2. Memorandum of Understanding, dated February 7, 2000, among (i)
R.C. Corr, Jr., (ii) Doris J. Corr, individually and as Co-custodian for Lauren
M. Corr, Kelly B. Corr, Bryan A. Corr, Jr. and John David Currier, Jr., (iii)
Bryan A. Corr, individually and as Co-custodian for Lauren M. Corr, Kelly B.
Corr and Bryan A. Corr, Jr., (iv) Tina M. Corr, (v) Joan M. Currier,
individually and as Co-custodian for John David Currier, Jr., (vii) Christina M.
Currier, (viii) Corr, Inc., (ix) A. Lee Hanson, (x) Jimmy C. Smith, (xi) J. R.
Whitlock, Sr., and (xii) William S. Wittmeier, Jr.

3. Agreement, dated as of February 29, 2000, between Jimmy C.
Smith and the Issuer.

4. Agreement, dated as of February 29, 2000, between J. R.
Whitlock, Sr. and the Issuer.

<PAGE> 30

CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 30 OF 32 PAGES

5. Agreement, dated as of February 29, 2000, between William S.
Wittmeier, Jr. and the Issuer.

<PAGE> 31
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 31 OF 32 PAGES

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge
and belief, each of the Reporting Persons does hereby certify that the
information set forth in this Amendment No. 3 to Statement on Schedule 13D is
true, complete and correct.

Dated: March 13, 2000.

R. C. CORR, JR.
----------------------------------------
R. C. Corr, Jr.

DORIS J. CORR
----------------------------------------
Doris J. Corr

BRYAN A. CORR
----------------------------------------
Bryan A. Corr

TINA M. CORR
----------------------------------------
Tina M. Corr

JOAN M. CURRIER
----------------------------------------
Joan M. Currier

JOHN DAVID CURRIER
----------------------------------------
John David Currier

CHRISTINA M. CURRIER
----------------------------------------
Christina M. Currier

CORR, INC.
(f/k/a ONEONTA TELEPHONE COMPANY, INC.)

By: BRYAN A. CORR
--------------------------------------
Bryan A. Corr,
Its President and
Chief Executive Officer

A. LEE HANSON
----------------------------------------
A. Lee Hanson

<PAGE> 32
CUSIP NO. 20343H 10 6 13D, AMENDMENT NO. 3 PAGE 32 OF 32 PAGES

JIMMY C. SMITH
----------------------------------------
Jimmy C. Smith

J. R. WHITLOCK, SR.
----------------------------------------
J. R. Whitlock, Sr.

WILLIAM S. WITTMEIER, JR.
----------------------------------------
William S. Wittmeier, Jr.

<PAGE> 33

SCHEDULE I

INFORMATION RELATING TO MEMBERS OF THE CORR FAMILY GROUP

<TABLE>
<CAPTION>
Principal Business Address
of Corporation
or Organization in
Name and Business Present Principal Which Principal
or Residence Address of Occupation of Member Occupation of Member of the
Member of the Corr Family Group of the Corr Family Group Corr Family Group is Conducted
- ------------------------------- ------------------------ ------------------------------
<S> <C> <C>

R.C. Corr, Jr. (1) Chairman of the Board - 600 Third Avenue East
600 Third Avenue East Corr, Inc. (4) Oneonta, Alabama 35121
Oneonta, Alabama 35121 Employee - CorrComm, LLC (5)

Doris J. Corr (1) Vice President, Secretary, 600 Third Avenue East
600 Third Avenue East Treasurer and a Director - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Corr, Inc. (4)
Employee - CorrComm, LLC (5)

Bryan A. Corr (1) (2) President, Chief Executive Officer, 600 Third Avenue East
600 Third Avenue East and a Director - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Corr, Inc. (4)
Employee - CorrComm, LLC (5)

Tina M. Corr (2) Employee - CorrComm, LLC (5) 600 Third Avenue East
600 Third Avenue East Oneonta, Alabama 35121
Oneonta, Alabama 35121

Joan M. Currier (1) (3) President, Secretary, Treasurer, a 100 Fourth Avenue West
600 Third Avenue East Director and an Employee - Oneonta, Alabama 35121
Oneonta, Alabama 35121 Comfort Lifestyles, Inc. (6)

John David Currier (3) President, Secretary, Treasurer, a 116 Industrial Drive
600 Third Avenue East Director and an Employee - Steele, Alabama 35987
Oneonta, Alabama 35121 Quality Transit Sales, Inc. (7)

Christina M. Currier (3) Full-time Student - Foy Student Union
600 Third Avenue East Auburn University Auburn, Alabama 36830
Oneonta, Alabama 35121

Corr, Inc. (4) 600 Third Avenue East
(f/k/a Oneonta Telephone Oneonta, Alabama 35121
Company, Inc.)
600 Third Avenue East
Oneonta, Alabama 35121
</TABLE>

- ------------------------

(1) R. C. Corr, Jr. and Doris J. Corr are spouses. Bryan A. Corr and Joan
M. Currier are the children of R. C. Corr, Jr. and Doris J. Corr.

(2) Bryan A. Corr and Tina M. Corr are spouses.

<PAGE> 34

(3) Joan M. Currier and John David Currier are spouses. Christina M.
Currier is the child of Joan M. Currier and John David Currier.

(4) All of the outstanding shares of Corr, Inc., an Alabama corporation
(f/k/a Oneonta Telephone Company, Inc.), are held by R. C. Corr, Jr.,
Doris J. Corr, Bryan A. Corr and Joan M. Currier. Each of these
individuals serve Corr, Inc. in the positions indicated in this
Schedule I. Corr, Inc. has no other officers or Directors. Corr, Inc.
is the holding company of CorrComm (as hereinafter defined).

(5) CorrComm, LLC ("CorrComm"), an Alabama limited liability company (f/k/a
North Alabama Cellular, LLC), is a wholly-owned subsidiary of Corr,
Inc. The principal business of CorrComm is operating, acquiring,
constructing and disposing of cellular telephone systems in north
Alabama.

(6) The principal business of Comfort Lifestyles, Inc. is the operation of
a domiciliary in Oneonta, Alabama.

(7) The principal business of Quality Transit Sales, Inc. is the sale of
medium- to heavy-duty trucks in Oneonta, Alabama.

I-2

<PAGE> 35

SCHEDULE II

INFORMATION RELATING TO BENEFICIAL OWNERSHIP OF
SHARES OF COMMON STOCK OF THE ISSUER
BY MEMBERS OF THE CORR FAMILY GROUP

<TABLE>
<CAPTION>
Number and
Percentage of Number of Shares of Number of Shares of
Shares of Common Stock With Common Stock With
Common Stock Respect to Which the Respect to Which the
Beneficially Owned Members of the Corr Members of the Corr
Name of Family Group Has Family Group Has
Members of the Corr Number Percentage(1) Sole Voting and Shared Voting and
Family Group ------ ------------- Dispositive Power Dispositive Power
------------- ----------------- -----------------
<S> <C> <C> <C> <C>
R. C. Corr, Jr. 280,356 (2)(3) 6.0% - 280,356

Doris J. Corr 322,172 (4) 6.9% - 322,172

Bryan A. Corr 192,205 (5) 4.1% 14 192,191

Tina M. Corr 40,829 (6) * - 40,829

Joan M. Currier 138,334 (7) 3.0% - 138,334

John David Currier 7,880 (8) * - 7,880

Christina M. Currier 10,454 * 10,454 -

Corr, Inc. 120,000 2.6% - 120,000

(f/k/a Oneonta Telephone
Company, Inc.)

Corr Family Group 381,349 8.2% 10,468 370,881
</TABLE>

- --------------------
(1) Percentages are determined on the basis of 4,665,514 shares of Common
Stock reported by the Issuer as being outstanding on November 10, 1999.

(2) Includes (i) 160,356 shares held with Doris J. Corr as a joint tenant
with right of survivorship and (ii) 120,000 shares held by Corr, Inc.
(f/k/a Oneonta Telephone Company, Inc.).

(3) Does not include 100,000 shares of Common Stock purchased by R. C.
Corr, Jr. in a privately negotiated transaction from H. Don Camp, Sr.
for an aggregate purchase price of $1,900,000, or $19 per share. H. Don
Camp, Sr. subsequently attempted to rescind this transaction. R. C.
Corr, Jr. and Doris J Corr filed a lawsuit in connection therewith
styled R. C. Corr, Jr. and Doris J. Corr v. Community Bancshares, Inc.,
et al., Civil Action No. 99- 100DHJ, on April 15, 1999, in the Circuit
Court of Blount County, Alabama, which was dismissed, without
prejudice, on February 28, 2000, pursuant to the terms and provisions
of the Standstill Agreement, dated as of January 31, 2000, among (i)
Corr, Inc., (ii) R. C. Corr, Jr., (iii) Doris J. Corr, individually and
as Co-custodian for Lauren M. Corr, Kelly B. Corr, Bryan A. Corr, Jr.
and John David Currier, Jr., (iv) Bryan A. Corr, individually and as
Co- custodian for Lauren M. Corr, Kelly B. Corr and Bryan A. Corr, Jr.,
(v) Tina M. Corr, (iv) Joan M. Currier, individually and as
Co-custodian for John David Currier, Jr., (vii) John David Currier, and
(viii) Christina M. Currier, and the Issuer. All of the shares of
Common Stock purchased in this transaction were to have been held of
record by R. C. Corr, Jr. and Doris J. Corr as joint tenants with right
of survivorship, but neither of them are claiming beneficial ownership
of any such shares of Common Stock presently.

<PAGE> 36

(4) Includes (i) 160,356 shares held with R.C. Corr, Jr. as a joint tenant
with right of survivorship, (ii) 10,454 shares held as Co-custodian
with Bryan A. Corr for her minor granddaughter, Lauren M. Corr, (iii)
10,454 shares held as Co-custodian with Bryan A. Corr for her minor
granddaughter, Kelly B. Corr, ( iv) 10,454 shares held as Co-custodian
with Bryan A. Corr for her minor grandson, Bryan A. Corr, Jr., (v)
10,454 shares held as Co-custodian with Joan M. Currier for her minor
grandson, John D. Currier, Jr., and (vi) 120,000 shares held by Corr,
Inc.

(5) Includes (i) 40,829 shares held with Tina M. Corr as a joint tenant
with right of survivorship, (ii) 10,454 shares held as Co-custodian
with Doris J. Corr for his minor daughter, Lauren M. Corr, (iii) 10,454
shares held as Co-custodian with Doris J. Corr for his minor daughter,
Kelly B. Corr, (iv) 10,454 shares held as Co-custodian with Doris J.
Corr for his minor son, Bryan A. Corr, Jr., and (v) 120,000 shares held
by Corr, Inc.

(6) Held with Bryan A. Corr as a joint tenant with right of survivorship.

(7) Includes (i) 7,880 shares held with John David Currier as a joint
tenant with right of survivorship, (ii) 10,454 shares held as
Co-custodian with Doris J. Corr for her minor son, John D. Currier,
Jr., and (iii) 120,000 shares held by Corr, Inc.

(8) Held with Joan M. Currier as a joint tenant with right of survivorship.

* Less than 1%.

II-2

<PAGE> 37

EXHIBIT 1

<PAGE> 38

STANDSTILL AGREEMENT

THIS STANDSTILL AGREEMENT ("Agreement") is entered into as of January
21, 2000 by and among (i) Corr, Inc., (ii) R.C. Corr, Jr., (iii) Doris J. Corr,
individually and as co-custodian for Lauren M. Corr, Kelly B. Corr, Bryan A.
Corr, Jr. and John David Currier, Jr., (iv) Bryan A. Corr, individually and as
co-custodian for Lauren M. Corr, Kelly B. Corr and Bryan A. Corr, Jr., (v) Tina
M. Corr, (vi) Joan M. Currier, individually and as co-custodian for John David
Currier, Jr., (vii) John David Currier and (viii) Christina M. Currier (each, a
"Seller," and collectively, the "Sellers"), and Community Bancshares, Inc. a
Delaware corporation (the "Company").

RECITALS:

WHEREAS, the Sellers and the Company and its subsidiaries are in the
process (the "Process") of negotiating and implementing a means by which the
Sellers may sell, transfer, exchange or otherwise dispose of all of the shares
(the "Shares") of common stock, $.10 par value per share (the "Common Stock"),
of the Company owned or held by the Sellers; and

WHEREAS, it would be advantageous to such process for the Sellers and
the Company to agree to a course of conduct between the parties with respect to
certain matters;

NOW, THEREFORE, in consideration of the premises, the mutual covenants
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT:

1. Standstill Agreement. Each of the Sellers hereby agrees that, during
the Standstill Period (as defined below), such Seller, and such Seller's
officers, directors, affiliates, employees, agents or any other representative
acting on such Seller's behalf (collectively, the "Sellers' Representatives"),
will not, in any capacity or manner, directly or indirectly:

(a) effect, cause or participate in, or seek, offer, attempt or
propose (whether publicly or otherwise) to effect, cause or participate in:

(i) any acquisition, purchase or ownership (beneficial,
of record or otherwise) of any shares of Common Stock, any other
securities issued by or any assets of the Company or any of its
subsidiaries; provided, however, that the sale or transfer to one or
more of the Sellers of the One Hundred Thousand (100,000) shares of
Common Stock of the Company owned by Don T. Camp, and which are the
subject of Civil Action No. 99-100DHJ in the Circuit Court of Blount
County, Alabama, shall not be a violation of this Section 1(a) if, and
only if, a separate agreement regarding the transfer of such shares is
entered into by one or more of the Sellers and Mr. Camp on or after the
date of this Agreement; or

<PAGE> 39

(ii) any tender or exchange offer, merger or other
business combination involving the Company or any of its subsidiaries;
or

(iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the
Company or any of its subsidiaries; or

(iv) any "solicitation" of "proxies" (as such terms are
used or defined in the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or rules promulgated thereunder) or consents to vote
any shares of Common Stock or other securities of the Company; or

(v) any initiation, proposal or submission of matters or
nominees to be considered or voted upon by the Company's stockholders,
pursuant to Rule 14a-8 under the Exchange Act or otherwise; or

(b) form, join or in any way participate in a "group" (for
purposes of the Exchange Act and Rule 13d-3 thereunder) with respect to the
Company, its subsidiaries, the Common Stock or other securities thereof;
provided, however, that any "group which consists solely of the Sellers and
members of their family shall not be deemed to be a violation of this Section
1(b); or

(c) otherwise act alone, or in concert with others, to seek
control of or to influence the management, Board of Directors or policies of the
Company; provided, however, that the participation by the Sellers and members of
their family with the Company and its subsidiaries in the Process shall not be
deemed to be a violation of this Section 1(c); or

(d) take any action which might force such other party to make a
public announcement regarding any of the types of matters set forth in this
subsection; or

(e) encourage, solicit, assist, institute, participate in, finance
or support, or enter into any discussions, negotiations, understandings,
agreements or arrangements with, any other person, individual, entity or party
(excepting only each such Seller's attorneys, accountants and financial advisors
on a need-to-know basis) with respect to any of the foregoing.

2. Litigation.

(a) During the Standstill Period, no Seller shall file (or
encourage, participate in, finance or support the filing or maintenance of) any
suit in any court against the Company or any of its directors, officers,
employees or agents, except a suit to enforce this Agreement or any subsequent
agreement entered into by the parties during the Standstill Period.

(b) During the Standstill Period, the Company shall not file (or
encourage, participate in, finance or support the filing or maintenance of) any
suit in any court against any of the Sellers, except a suit to enforce this
Agreement or any subsequent agreement entered into by the parties during the
Standstill Period.

(c) If, and only if, the action referenced in Section 7(c) is
consummated, each Seller who is a party to Civil Action No. 99-100DHJ in the
Circuit Court of Blount County, Alabama

2
<PAGE> 40

shall execute and file with the court a dismissal of such suit as to all parties
and all claims, without prejudice, within five (5) days after the consummation
of such action.

3. Confidentiality.

(a) Each of the Sellers acknowledges and agrees that some or all
of the Sellers have had, and may during the Process have, access to certain
confidential and/or proprietary information of the Company and its subsidiaries
and affiliates, including, without limitation, information provided or obtained
during service as a director of the Company and/or its subsidiaries, and that
such information constitutes valuable, special and unique property of the
Company (the "Confidential Information"). Each of the Sellers further agrees
that, during the Standstill Period, such Seller will keep confidential and will
not, directly or indirectly, in any manner or capacity, disclose any
Confidential Information to any other person, firm, corporation, association or
other entity for any reason or purpose whatsoever and shall only disclose the
same to such Seller's attorneys, accountants and financial advisors on a
need-to-know basis, and will not, directly or indirectly, utilize or exploit
such information; provided, however, that nothing in this Section 3(a) shall
prohibit a Seller from making an investment in or participating in the
management of an entity which engages in the same business as the Company. Upon
the execution and delivery of this Agreement, each Seller will immediately
return to the Company all Confidential Information and all copies thereof then
in their possession or within their control or ability to retrieve.

(b) Each of the Sellers has heretofore delivered to the Company
any and all stockholder lists and other information provided by the Company with
respect to stockholders of the Company (including, without limitation, the
information and lists provided to R.C. Corr, Jr. and Doris J. Corr pursuant to
that certain Stipulation and Order of Dismissal, dated as of March 9, 1999,
between such persons and the Company), and any and all information and lists
derived or compiled therefrom, and any portions and copies thereof, which are or
were in any of the Sellers' possession or within their control or ability to
retrieve.

(c) In addition, during the Standstill Period, the Company and
each Seller will keep confidential and will not, directly or indirectly, in any
capacity or manner except as and to the extent required by law or necessary to
accomplish the undertakings set forth by Sections 2(c) and 7 of this Agreement,
disclose the existence of this Agreement or any subsequent agreement entered
into by the parties during the Standstill Period, the terms and conditions of
this Agreement or any such agreement and the transactions contemplated herein or
therein, nor information regarding the discussions and negotiations related
thereto, and shall only disclose the same to such Seller's attorneys,
accountants and financial advisors on a need-to-know basis and to such other
persons as are necessary to accomplish the undertakings set forth in said
Sections 2(c) and 7.

(d) Nothing in this Paragraph 3 shall prevent the Sellers from
filing with the Securities and Exchange Commission one or more amendments to the
Statement on Schedule 13D previously filed by the Sellers and attaching a copy
of this Agreement as an exhibit thereto or, if required in the reasonable
opinion of legal counsel to the Sellers, from filing a new Statement on Schedule
13D. In order to facilitate any such filings, the Company shall provide

3
<PAGE> 41

the Sellers with an electronic copy of this Agreement on or before the execution
and delivery thereof by e-mail or diskette in Microsoft Word format.

(e) In the event that any of the Sellers or any person to whom any
Seller transmits Confidential Information pursuant to this Agreement is
requested or becomes legally compelled (by oral questions, interrogatories,
request for information or documents, subpoena, civil investigative demand or
similar process) to disclose any of the Confidential Information, such person
shall provide the Company with prompt written notice so that the Company may
seek a protective order or other appropriate remedy and/or waive compliance with
the provisions of this Agreement. In the event that a protective order or other
remedy is not obtained or the provisions of this Agreement are not waived, such
person will furnish only that portion of the Confidential Information which is
legally required and will exercise his or her reasonable efforts to obtain
reliable assurance that confidential treatment will be accorded any Confidential
Information so disclosed.

4. No Derogatory Remarks.

(a) Each of the Sellers hereby agrees severally, and not jointly,
that, during the Standstill Period, such Seller will not, directly or
indirectly, in any capacity or manner, make, express, transmit, speak, write,
verbalize or otherwise communicate in any way (or cause, further, assist,
solicit, encourage, support or participate in any of the foregoing), any remark,
comment, message, information, declaration, communication or other statement of
any kind, whether verbal, in writing, electronically transferred or otherwise,
that might reasonably be construed to be derogatory or critical of, or negative
towards, the Company or any of its directors, officers, affiliates,
subsidiaries, employees, agents or representatives (collectively, the "Company's
Representatives"), or to malign, harm, disparage, defame or damage the
reputation or good name of the Company or any of the Company's Representatives,
and/or that reveals, discloses, incorporates, is based upon, discusses, includes
or otherwise involves any Confidential Information.

(b) The Company hereby agrees that, during the Standstill Period,
the Company will not, directly or indirectly, in any capacity or manner, make,
express, transmit, speak, write, verbalize or otherwise communicate in any way
(or cause, further, assist, solicit, encourage, support or participate in any of
the foregoing), any remark, comment, message, information, declaration,
communication or other statement of any kind, whether verbal, in writing,
electronically transferred or otherwise, that might reasonably be construed to
be derogatory or critical of, or negative towards, any of the Sellers or the
Sellers' Representatives, or to malign, harm, disparage, defame or damage the
reputation or good name of any of the Sellers or any of the Sellers'
Representatives.

5. Standstill Period Defined. For purposes of this Agreement, the
"Standstill Period" is defined to be that period of time beginning on the date
of this Agreement and ending on the earliest of (a) six (6) months from the date
of this Agreement; or (b) the date a change in ownership of the Shares is
effected; or (c) the date which is thirty (30) days from the date the Sellers or
the Company provides notice in writing to the other party that, in the notifying
party's sole discretion, such party is no longer working toward a change in
ownership of the Shares.

4
<PAGE> 42

6. Remedies. The Company and each of the Sellers acknowledge and agree
that the covenants and agreements set forth in this Agreement are an essential
inducement for the Company and each of the Sellers to have entered into this
Agreement, and the restrictions imposed herein are not greater than are fair and
reasonable and necessary for the protection of the Company and the Sellers in
light of the substantial harm that the Company and the Sellers will suffer in
the event of a breach of any of the provisions of said covenants or agreements.
The Company and each of the Sellers further acknowledge and agree that the
parties would not have an adequate remedy at law and would be irreparably harmed
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that, in the event of an actual or threatened breach of this
Agreement by the Company or any Seller, any Seller or the Company, respectively,
shall be entitled to injunctive or other equitable remedy or relief to enjoin,
restrain, prohibit and/or prevent breaches or violations of this Agreement and
to specifically enforce the terms and provisions hereof, in addition to any
other remedy at law or in equity to which such party may be entitled. The
Company and each of the Sellers hereby waives, and agrees to cause the Company's
Representatives or the Sellers' Representatives, as the case may be, to waive,
any requirement for the securing or posting of any bond or the proving of actual
damages in connection with such remedy or relief.

7. Additional Undertakings. The Company and the Sellers agree that they
will explore whether the following actions can occur (it being expressly
understood by all parties hereto that no party makes any representation,
covenant or agreement that any such action will occur):

(a) the disbanding of the group known as "Stockholders for
Integrity and Responsibility;" provided, however, that the Company acknowledges
the continued existence of the "group" which consists solely of the Sellers and
members of their family;

(b) the execution of written agreements, the form of which is
attached hereto as Exhibit A and is incorporated herein by this reference, by A.
Lee Hanson, Jimmy C. Smith, J.R. Whitlock and William S. Wittmeier to the effect
that each such individual will refrain from acquiring any securities of the
Company for a period of five years from the date of such agreement; and

(c) the declaration by the Company's Board of Directors that the
group of individuals composed of A. Lee Hanson, Jimmy C. Smith, J.R. Whitlock,
William S. Wittmeier and all of the Sellers should no longer be deemed an
"Adverse Person" under the Company's Share Purchase Rights Plan, with the
understanding that the Sellers will still be considered one "Person" under such
plan for the purpose of determining whether any Seller has become an "Acquiring
Person."

It is understood that if the actions listed above should occur, they are to
occur in the order listed above.

8. Miscellaneous

5
<PAGE> 43

return receipt requested, upon delivery or refusal of delivery, in each case to
the appropriate addresses set forth below (or to such other addresses as a party
may designate by notice to the other party hereto): (i) if to the Sellers: Bryan
A. Corr, 600 Third Avenue East, Oneonta, Alabama 35121, with a copy to: J. Fred
Kingren, Esq., Feld, Hyde, Lyle, Wertheimer & Bryant, P.C., 2000 SouthBridge
Parkway, Suite 500, Birmingham, Alabama 35209, and (ii) if to the Company:
Community Bancshares, Inc., 68149 Main Street, Blountsville, Alabama 35031,
Attention: Kennon R. Patterson, Sr., with a copies to: William H. Caughran,
68149 Main Street, Blountsville, Alabama 35031.

(b) Entire Agreement. This Agreement and the Exhibits, schedules
and documents delivered pursuant hereto constitute the entire agreement, and
supersedes any prior agreement, understanding or letter of intent (oral or
written), between the parties hereto relating to the subject matter of this
Agreement. To be effective, any modification of this Agreement must be in
writing and signed by the party to be charged thereby.

(c) Choice of Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Alabama, without regard to the
principles of conflict of laws thereof.

(d) Headings. The Section headings herein are for reference only
and shall not limit or control the meaning of any provision of this Agreement.

(e) No Waiver. No delay or omission on the part of any party
hereto in exercising any right hereunder shall operate as a waiver of such right
or any other right under this Agreement.

(f) Assignment. No party hereto shall assign this Agreement, or
any rights, benefits, duties or obligations hereunder, or any interest therein,
without first obtaining the written consent of the other parties hereto. Without
waiver of the foregoing provisions, all of the rights, benefits, duties,
liabilities, and obligations of the parties hereto shall inure to the benefit of
and be binding upon the parties and their respective heirs, successors and
permitted assigns.

(g) Interpretation. The parties hereto have each negotiated the
terms hereof and reviewed this Agreement carefully. It is the intent of the
parties that each word, phrase, and sentence and other part hereof shall be
given its plain meaning, and that rules of interpretation or construction of
contracts that would construe any ambiguity of any part hereof against the
draftsman, by virtue of being the draftsman, shall not apply. When a reference
is made in this Agreement to an Article, Section or Exhibit, such reference
shall be to an Article or Section of, or an Exhibit to, this Agreement unless
otherwise indicated. Whenever the words "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation." The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. All terms defined
in this Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto unless otherwise defined
therein. The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as well
as to the feminine and neuter genders of such term. Any agreement, instrument or
statute defined or referred to herein or in any agreement or instrument that is
referred to herein means such

6
<PAGE> 44

agreement, instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and references to all attachments thereto and instruments incorporated
therein. References to a person are also to its heirs, successors and permitted
assigns.

(h) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall comprise one and the same document. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such counterpart
executed by the party against whom enforcement of this Agreement is sought.
Delivery of an executed counterpart of this Agreement by telefacsimile shall be
equally as effective as delivery of a manually executed counterpart of this
Agreement. Any party delivering an executed counterpart of this Agreement by
telefacsimile also shall deliver a manually executed counterpart of this
Agreement not later that five business days following the date of such delivery,
but the failure to deliver a manually executed counterpart shall not affect the
validity, enforceability and binding effect of this Agreement.

(i) Attorneys' Fees. If legal action is commenced to enforce this
Agreement, the prevailing party in such action shall be entitled to recover its
reasonable costs and reasonable attorneys' fees in addition to any other relief
granted. The term "prevailing party" shall mean the party in whose favor final
judgment after appeal (if any) is rendered with respect to the claims asserted
in a complaint.

(j) Severability. If any provision of this Agreement shall be held
invalid under any applicable laws, such invalidity shall not affect any other
provision of this Agreement that can be given effect without the invalid
provision, and, to this end, the provisions hereof are severable.

(k) Expenses. All expenses incurred in connection herewith and
with the Process, including, without limitation, attorney's fees, accounting
fees, sales taxes, recording fees, investment advisers' fees and disbursements,
shall be borne by the respective parties incurring such expense, whether or not
such transactions are consummated.

(l) Time of Essence. Time is of the essence of this Agreement.

(m) No Third Party Beneficiaries. Except as expressly provided
herein, this Agreement and its provisions, terms and conditions are for the sole
and exclusive benefit of the parties to this Agreement and their heirs,
successors and permitted assigns.

7
<PAGE> 45

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

<TABLE>
<S> <C>
THE "SELLERS"

CORR, INC.

BY: BRYAN A. CORR JOAN M. CURRIER
--------------------------------- ---------------------------------
Bryan A. Corr Joan M. Currier, individually and
President as co-custodian for John David
Currier, Jr.

R.C. CORR, JR. JOHN DAVID CURRIER
------------------------------------ ---------------------------------
R.C. Corr, Jr. John David Currier

DORIS J. CORR CHRISTINA M. CURRIER
------------------------------------ ---------------------------------
Doris J. Corr, individually and as Christina M. Currier
co-custodian for Lauren M. Corr,
Kelly B. Corr, Bryan A. Corr, Jr.
and John David Currier, Jr.

BRYAN A. CORR TINA M. CORR
------------------------------------- ---------------------------------
Bryan A. Corr, individually and as Tina M. Corr
co-custodian for Lauren M. Corr,
Kelly B. Corr and Bryan A. Corr, Jr.

THE "COMPANY"

COMMUNITY BANCSHARES, INC.

BY: KENNON R. PATTERSON, SR.
--------------------------------
Kennon R. Patterson, Sr.
Chairman, President and
Chief Executive Officer
</TABLE>

8
<PAGE> 46

EXHIBIT A

AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of ______, 2000 by and
between ___________________ (the "Stockholder") and Community Bancshares, Inc. a
Delaware corporation (the "Company").

RECITALS:

WHEREAS, the Stockholder is a member of the group known as Stockholders
for Integrity and Responsibility (the "Group"); and

WHEREAS, the Group wishes to disband and no longer be considered to be
an Adverse Person as defined in the Company's Share Purchase Rights Plan; and

WHEREAS, execution of this Agreement is a condition to the Company's
consideration of rescinding its Adverse Person declaration;

AGREEMENT:

1. Acquisition of Stock. Stockholder hereby agrees that, for a
period of five (5) years from the date of this Agreement, the Stockholder and
his affiliates, agents or any other representative acting on the Stockholder's
behalf, will not, in any capacity or manner, directly or indirectly effect,
cause or participate in, or seek, offer, attempt or propose (whether publicly or
otherwise) to effect, cause or participate in any acquisition, purchase or
ownership (beneficial, of record or otherwise) of any shares of common stock or
any other securities issued by or any assets of the Company or any of its
subsidiaries except for ownership of such number of shares of the Company's
common stock as are shown in the name of Stockholder on the record books of the
Company as of the date of this Agreement.

2. Sale of Stock. In the event that Stockholder desires to sell
shares of common stock of the Company owned by Stockholder, the Company hereby
agrees that it will provide the same information to Stockholder regarding
potential purchasers that the Company routinely provides to other stockholders
at the time Stockholder informs the Company of his desire to sell such stock.

3. Miscellaneous

9
<PAGE> 47

return receipt requested, upon delivery or refusal of delivery, in each case to
the appropriate addresses set forth below (or to such other addresses as a party
may designate by notice to the other party hereto): (i) if to Stockholder::
_________________________________________ and (ii) if to the Company: Community
Bancshares, Inc., 68149 Main Street, Blountsville, Alabama 35031, Attention:
Kennon R. Patterson, Sr., with a copy to: William H. Caughran, 68149 Main
Street, Blountsville, Alabama 35031.

(b) Entire Agreement. This Agreement constitutes the entire
agreement, and supersedes any prior agreement, understanding or letter of intent
(oral or written), between the parties hereto relating to the subject matter of
this Agreement. To be effective, any modification of this Agreement must be in
writing and signed by the party to be charged thereby.

(c) Choice of Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Alabama, without regard to the
principles of conflict of laws thereof.

(d) Headings. The Section headings herein are for reference only
and shall not limit or control the meaning of any provision of this Agreement.

(e) No Waiver. No delay or omission on the part of any party
hereto in exercising any right hereunder shall operate as a waiver of such right
or any other right under this Agreement.

10
<PAGE> 48

and instruments incorporated therein. References to a person are also to its
heirs, successors and permitted assigns.

(k) Expenses. All expenses incurred in connection herewith,
including, without limitation, attorney's fees, accounting fees, sales taxes,
recording fees, investment advisers' fees and disbursements, shall be borne by
the respective parties incurring such expense, whether or not such transactions
are consummated.

(l) Time of Essence. Time is of the essence of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

"STOCKHOLDER": THE "COMPANY":

COMMUNITY BANCSHARES, INC.

BY:
--------------------------- --------------------------------
ITS
--------------------------------

<PAGE> 49

EXHIBIT 2

<PAGE> 50

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING, dated the 7th day of February, 2000,
is by and among (i) R.C. CORR, JR., (ii) DORIS J. CORR, individually and as
co-custodian for Lauren M. Corr, Kelly B. Corr, Bryan A. Corr, Jr. and John
David Currier, Jr., (iii) BRYAN A. CORR, individually and as co-custodian for
Lauren M. Corr, Kelly B. Corr and Bryan A. Corr, Jr., (iv) TINA M. CORR, (v)
JOAN M. CURRIER, individually and as co-custodian for John David Currier, Jr.,
(VI) JOHN DAVID CURRIER, (vii) CHRISTINA M. CURRIER, (viii) CORR, INC., (ix) A.
LEE HANSON, (x) JIMMY C. SMITH, (xi) J.R. WHITLOCK, SR. and (xii) WILLIAM S.
WITTMEIER, JR.

BACKGROUND

On November 3, 1998, a Statement on Schedule 13D (the "Initial
Statement") was filed with the Securities and Exchange Commission (the "SEC") by
R.C. Corr, Jr., Doris J. Corr, and the Corr Family Group, which is comprised of
(i) R.C. Corr, Jr., (ii) Doris J. Corr, individually and as co-custodian for
Lauren M. Corr, Kelly B. Corr, Bryan A. Corr, Jr. and John David Currier, Jr.,
(iii) Bryan A. Corr, individually and as co-custodian for Lauren M. Corr, Kelly
B. Corr and Bryan A. Corr, Jr., (iv) Tina M. Corr, (v) Joan M. Currier,
individually and as co-custodian for John David Currier, Jr., (vi) John David
Currier, (vii) Christina M. Currier and (vii) Corr, Inc. (the "Initial Group"),
with respect to shares of the Common Stock, par value $.10 per share, of
Community Bancshares, Inc., a Delaware corporation ("CBI"), which may be deemed
to be beneficially owned by them in accordance with Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The Initial Statement was amended on December 31, 1998, by filing
Amendment No. 1 thereto for the purpose of disclosing the existence of certain
additional persons -- A. Lee Hanson, Jimmy C. Smith, J.R. Whitlock, Sr. and
William S. Wittmeier, Jr. -- who together with the members of the Initial Group
may have been deemed a "group" within the meaning of Section 13(d)(3) of the
Exchange Act with respect to the shares of the Common Stock, par value $.10 per
share, of CBI which may be deemed to be beneficially owned by them
(collectively, the "Expanded Group"). The Initial Statement was further amended
by the members of the Expanded Group on March 22, 1999 by filing Amendment No. 2
thereto.

On January 31, 2000, the Corr Family Group entered into that certain
Standstill Agreement with CBI pursuant to which CBI and the members of the Corr
Family Group agreed to explore whether the Expanded Group, also known as the
"Stockholders for Integrity and Responsibility", would be terminated and
disbanded, it being understood by CBI and the members of the Corr Family Group
that any such action with regard to the Expanded Group would not affect the
continuing existence of the Corr Family Group.

The members of the Expanded Group desire to memorialize their
understanding and intent to terminate and disband the existence of the Expanded
Group, all upon the terms and provisions hereinafter set forth.

<PAGE> 51

THE AGREEMENT

NOW, THEREFORE, each of the members of the Expanded Group does hereby
acknowledge and agree as follows:

1. The Expanded Group is hereby terminated and disbanded.

2. The Members (i) shall promptly cause to be prepared and filed with
the Securities and Exchange Commission an amendment to the Initial Statement, as
previously amended by Amendment Nos. 1 and 2, disclosing the termination and
disbandment of the Expanded Group (the "Amendment"), and (ii) shall take all
other action as appropriate or required by law to effectuate and implement the
termination and disbandment of the Expanded Group.

3. All costs and expenses incurred in connection with the preparation
and filing of the Amendment, including, but not limited to, attorneys' fees and
filing fees, shall be paid by one or more of the members of the Corr Family
Group.

IN WITNESS WHEREOF, each of the members of the Expanded Group has
executed and delivered this Memorandum of Understanding effective as of the date
written above.

R. C. CORR, JR.
------------------------------------------
R. C. Corr, Jr.

DORIS J. CORR
------------------------------------------
Doris J. Corr, individually and as
co-custodian for Lauren M. Corr,
Kelly B. Corr, Bryan A. Corr, Jr.
and John David Currier, Jr.

BRYAN A. CORR
------------------------------------------
Bryan A. Corr, individually
and as co-custodian for
Lauren M. Corr, Kelly B. Corr,
and Bryan A. Corr, Jr.

TINA M. CORR
------------------------------------------
Tina M. Corr

-2-

<PAGE> 52

JOAN M. CURRIER
------------------------------------------
Joan M. Currier, individually and as
co-custodian for John David Currier, Jr.

JOHN DAVID CURRIER
------------------------------------------
John David Currier

CHRISTINA M. CURRIER
------------------------------------------
Christina M. Currier

CORR, INC.

By: BRYAN A. CORR
---------------------------------------
Bryan A. Corr
Its President

A. LEE HANSON
------------------------------------------
A. Lee Hanson

JIMMY C. SMITH
------------------------------------------
Jimmy C. Smith

------------------------------------------
J. R. Whitlock, Sr.

WILLIAM S. WITTMEIER, JR.
------------------------------------------
William S. Wittmeier, Jr.

-3-

<PAGE> 53

EXHIBIT 3

<PAGE> 54

AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of February 29, 2000 by
and between Jimmy C. Smith (the "Stockholder") and Community Bancshares, Inc. a
Delaware corporation (the "Company").

RECITALS:

WHEREAS, the Stockholder is a member of the group known as Stockholders
for Integrity and Responsibility (the "Group"); and

WHEREAS, the Group wishes to disband and no longer be considered to be
an Adverse Person as defined in the Company's Share Purchase Rights Plan; and

WHEREAS, execution of this Agreement is a condition to the Company's
consideration of rescinding its Adverse Person declaration;

AGREEMENT:

3. Miscellaneous

(a) Notices. All notices, consents, waivers and other
communications under this Agreement must be in writing and will be deemed to
have been duly given if delivered by hand, by overnight delivery, or by United
States mail, postage prepaid, registered or certified mail, return receipt
requested, upon delivery or refusal of delivery, in each case to the appropriate
addresses set forth below (or to such other addresses as a party may designate
by notice to the

<PAGE> 55
other party hereto): (i) if to Stockholder: 101 Hickory Street, Oneonta, Alabama
35121, and (ii) if to the Company: Community Bancshares, Inc., 68149 Main
Street, Blountsville, Alabama 35031, Attention: Kennon R. Patterson, Sr., with a
copy to: William H. Caughran, 68149 Main Street, Blountsville, Alabama 35031.

(c) Choice of Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Alabama, without regard to the
principles of conflict of laws thereof.

(d) Headings. The Section headings herein are for reference only
and shall not limit or control the meaning of any provision of this Agreement.

(e) No Waiver. No delay or omission on the part of any party
hereto in exercising any right hereunder shall operate as a waiver of such right
or any other right under this Agreement.

2
<PAGE> 56

(l) Time of Essence. Time is of the essence of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

"STOCKHOLDER": THE "COMPANY":

COMMUNITY BANCSHARES, INC.

JIMMY C. SMITH BY: KENNON R. PATTERSON, SR.
------------------ -------------------------------
Jimmy C. Smith ITS President
------------------------------

3
<PAGE> 57

EXHIBIT 4

<PAGE> 58

AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of February 29, 2000 by
and between J. R. Whitlock, Sr. (the "Stockholder") and Community Bancshares,
Inc. a Delaware corporation (the "Company").

RECITALS:

WHEREAS, the Stockholder is a member of the group known as Stockholders
for Integrity and Responsibility (the "Group"); and

WHEREAS, the Group wishes to disband and no longer be considered to be
an Adverse Person as defined in the Company's Share Purchase Rights Plan; and

WHEREAS, execution of this Agreement is a condition to the Company's
consideration of rescinding its Adverse Person declaration;

AGREEMENT:

1. Acquisition of Stock. Stockholder hereby agrees that, for a period
of five (5) years from the date of this Agreement, the Stockholder and his
affiliates, agents or any other representative acting on the Stockholder's
behalf, will not, in any capacity or manner, directly or indirectly effect,
cause or participate in, or seek, offer, attempt or propose (whether publicly or
otherwise) to effect, cause or participate in any acquisition, purchase or
ownership (beneficial, of record or otherwise) of any shares of common stock or
any other securities issued by or any assets of the Company or any of its
subsidiaries except for ownership of such number of shares of the Company's
common stock as are shown in the name of Stockholder on the record books of the
Company as of the date of this Agreement.

2. Sale of Stock. In the event that Stockholder desires to sell shares
of common stock of the Company owned by Stockholder, the Company hereby agrees
that it will provide the same information to Stockholder regarding potential
purchasers that the Company routinely provides to other stockholders at the time
Stockholder informs the Company of his desire to sell such stock.

3. Miscellaneous

(a) Notices. All notices, consents, waivers and other communications
under this Agreement must be in writing and will be deemed to have been duly
given if delivered by hand, by overnight delivery, or by United States mail,
postage prepaid, registered or certified mail, return receipt requested, upon
delivery or refusal of delivery, in each case to the appropriate addresses set
forth below (or to such other addresses as a party may designate by notice to
the

<PAGE> 59
other party hereto): (i) if to Stockholder: 9 Greenbriar Lane, Oneonta, Alabama
35121, and (ii) if to the Company: Community Bancshares, Inc., 68149 Main
Street, Blountsville, Alabama 35031, Attention: Kennon R. Patterson, Sr., with
a copy to: William H. Caughran, 68149 Main Street, Blountsville, Alabama 35031.

(b) Entire Agreement. This Agreement constitutes the entire agreement,
and supersedes any prior agreement, understanding or letter of intent (oral or
written), between the parties hereto relating to the subject matter of this
Agreement. To be effective, any modification of this Agreement must be in
writing and signed by the party to be charged thereby.

(c) Choice of Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Alabama, without regard to the
principles of conflict of laws thereof.

(d) Headings. The Section headings herein are for reference only and
shall not limit or control the meaning of any provision of this Agreement.

(e) No Waiver. No delay or omission on the part of any party hereto in
exercising any right hereunder shall operate as a waiver of such right or any
other right under this Agreement.

(f) Assignment. No party hereto shall assign this Agreement, or any
rights, benefits, duties or obligations hereunder, or any interest therein,
without first obtaining the written consent of the other parties hereto. Without
waiver of the foregoing provisions, all of the rights, benefits, duties,
liabilities, and obligations of the parties hereto shall inure to the benefit of
and be binding upon the parties and their respective heirs, successors and
permitted assigns.

(g) Interpretation. The parties hereto have each negotiated the terms
hereof and reviewed this Agreement carefully. It is the intent of the parties
that each word, phrase, and sentence and other part hereof shall be given its
plain meaning, and that rules of interpretation or construction of contracts
that would construe any ambiguity of any part hereof against the draftsman, by
virtue of being the draftsman, shall not apply. When a reference is made in this
Agreement to an Article, Section or Exhibit, such reference shall be to an
Article or Section of, or an Exhibit to, this Agreement unless otherwise
indicated. Whenever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein. The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. Any agreement, instrument or statute
defined or referred to herein or in any agreement or instrument that is referred
to herein means such agreement, instrument or statute as from time to time
amended, modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent and (in the case of statutes) by succession of
comparable successor statutes and references to all attachments thereto and
instruments incorporated therein. References to a person are also to its heirs,
successors and permitted assigns.

2
<PAGE> 60

(k) Expenses. All expenses incurred in connection herewith, including,
without limitation, attorney's fees, accounting fees, sales taxes, recording
fees, investment advisers' fees and disbursements, shall be borne by the
respective parties incurring such expense, whether or not such transactions are
consummated.

(l) Time of Essence. Time is of the essence of this Agreement.

(m) No Third Party Beneficiaries. Except as expressly provided herein,
this Agreement and its provisions, terms and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their heirs, successors
and permitted assigns.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

"STOCKHOLDER": THE "COMPANY":

COMMUNITY BANCSHARES, INC.

J. R. WHITLOCK, SR. BY: KENNON R. PATTERSON, SR.
------------------------- -------------------------------
J. R. Whitlock, Sr. ITS President
-------------------------------

3
<PAGE> 61

EXHIBIT 5

<PAGE> 62

AGREEMENT

THIS AGREEMENT ("Agreement") is entered into as of February 29, 2000 by
and between William S. Wittmeier, Jr. (the "Stockholder") and Community
Bancshares, Inc. a Delaware corporation (the "Company").

RECITALS:

WHEREAS, the Stockholder is a member of the group known as Stockholders
for Integrity and Responsibility (the "Group"); and

WHEREAS, the Group wishes to disband and no longer be considered to be
an Adverse Person as defined in the Company's Share Purchase Rights Plan; and

WHEREAS, execution of this Agreement is a condition to the Company's
consideration of rescinding its Adverse Person declaration;

AGREEMENT:

1. Acquisition of Stock. Stockholder hereby agrees that, for a period
of five (5) years from the date of this Agreement, the Stockholder and his
affiliates, agents or any other representative acting on the Stockholder's
behalf, will not, in any capacity or manner, directly or indirectly effect,
cause or participate in, or seek, offer, attempt or propose (whether publicly or
otherwise) to effect, cause or participate in any acquisition, purchase or
ownership (beneficial, of record or otherwise) of any shares of common stock or
any other securities issued by or any assets of the Company or any of its
subsidiaries except for ownership of such number of shares of the Company's
common stock as are shown in the name of Stockholder on the record books of the
Company as of the date of this Agreement.

2. Sale of Stock. In the event that Stockholder desires to sell shares
of common stock of the Company owned by Stockholder, the Company hereby agrees
that it will provide the same information to Stockholder regarding potential
purchasers that the Company routinely provides to other stockholders at the time
Stockholder informs the Company of his desire to sell such stock.

3. Miscellaneous

(a) Notices. All notices, consents, waivers and other communications
under this Agreement must be in writing and will be deemed to have been duly
given if delivered by hand, by overnight delivery, or by United States mail,
postage prepaid, registered or certified mail, return receipt requested, upon
delivery or refusal of delivery, in each case to the appropriate addresses set
forth below (or to such other addresses as a party may designate by notice to
the

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other party hereto): (i) if to Stockholder: 1 Creek Side Way, S.W., Rome,
Georgia 30165, and (ii) if to the Company: Community Bancshares, Inc., 68149
Main Street, Blountsville, Alabama 35031, Attention: Kennon R. Patterson, Sr.,
with a copy to: William H. Caughran, 68149 Main Street, Blountsville, Alabama
35031.

(b) Entire Agreement. This Agreement constitutes the entire agreement,
and supersedes any prior agreement, understanding or letter of intent (oral or
written), between the parties hereto relating to the subject matter of this
Agreement. To be effective, any modification of this Agreement must be in
writing and signed by the party to be charged thereby.

(c) Choice of Law. The validity and construction of this Agreement
shall be governed by the laws of the State of Alabama, without regard to the
principles of conflict of laws thereof.

(d) Headings. The Section headings herein are for reference only and
shall not limit or control the meaning of any provision of this Agreement.

(e) No Waiver. No delay or omission on the part of any party hereto in
exercising any right hereunder shall operate as a waiver of such right or any
other right under this Agreement.

(f) Assignment. No party hereto shall assign this Agreement, or any
rights, benefits, duties or obligations hereunder, or any interest therein,
without first obtaining the written consent of the other parties hereto. Without
waiver of the foregoing provisions, all of the rights, benefits, duties,
liabilities, and obligations of the parties hereto shall inure to the benefit of
and be binding upon the parties and their respective heirs, successors and
permitted assigns.

(g) Interpretation. The parties hereto have each negotiated the terms
hereof and reviewed this Agreement carefully. It is the intent of the parties
that each word, phrase, and sentence and other part hereof shall be given its
plain meaning, and that rules of interpretation or construction of contracts
that would construe any ambiguity of any part hereof against the draftsman, by
virtue of being the draftsman, shall not apply. When a reference is made in this
Agreement to an Article, Section or Exhibit, such reference shall be to an
Article or Section of, or an Exhibit to, this Agreement unless otherwise
indicated. Whenever the words "include", "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein. The
definitions contained in this Agreement are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. Any agreement, instrument or statute
defined or referred to herein or in any agreement or instrument that is referred
to herein means such agreement, instrument or statute as from time to time
amended, modified or supplemented, including (in the case of agreements or
instruments) by waiver or consent and (in the case of statutes) by succession of
comparable successor statutes and references to all attachments thereto and
instruments incorporated therein. References to a person are also to its heirs,
successors and permitted assigns.

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(k) Expenses. All expenses incurred in connection herewith, including,
without limitation, attorney's fees, accounting fees, sales taxes, recording
fees, investment advisers' fees and disbursements, shall be borne by the
respective parties incurring such expense, whether or not such transactions are
consummated.

(l) Time of Essence. Time is of the essence of this Agreement.

(m) No Third Party Beneficiaries. Except as expressly provided herein,
this Agreement and its provisions, terms and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their heirs, successors
and permitted assigns.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

"STOCKHOLDER": THE "COMPANY":

COMMUNITY BANCSHARES, INC.

WILLIAM S. WITTMEIER, JR. BY: KENNON R. PATTERSON, SR.
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William S. Wittmeier, Jr. ITS President
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