COMMUNITY BANCSHARES INC /NC/
10QSB, 1997-08-13
NATIONAL COMMERCIAL BANKS
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[TEXT]                
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
                  ---------------------------
                         FORM 10-QSB

(Mark One)

 X	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 1997.

                              OR

  	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the transition period from               to             
  
                  Commission File No. 000-22517

                COMMUNITY BANCSHARES, INC.                      
(Exact name of small business issuer as specified in its charter)


    North Carolina                        56-1693841          
(State of Incorporation)   (I.R.S. Employer Identification No.)

1600 Curtis Bridge Road  Wilkesboro, North Carolina  28679         
    (Address of Principal Executive Offices)

                          (910) 838-4100                         
(Issuer's Telephone Number, Including Area Code)

                         Not Applicable                           
(Former Name, Former Address and Former Fiscal Year, if Changed 
Since Last Report)

	Check whether the issuer (1) 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 
issuer was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.
                    Yes  X            No        

	APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of 
shares outstanding of each of the issuer's classes of common equity 
as of the latest practicable date.

	Common stock, $3.00 par value per share 1,296,356 shares 
issued and outstanding as of August 13, 1997.

	Transitional Small Business Disclosure Format (Check one):

                    Yes               No  X     
                         (Page 1 of 16)


PART I - FINANCIAL INFORMATION
	Item 1.  Financial Statements

	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Consolidated Balance Sheets

	ASSETS
                                        June 30,     December 31,
                                          1997          1996
                                       (Unaudited)   (Unaudited)

Cash and due from banks               $ 1,680,859    $ 1,763,882
Federal funds sold                        550,000      2,450,000
  Total cash and cash equivalents     $ 2,230,859    $ 4,213,882
Securities:
 Available-for-sale,
  at estimated market values           12,150,540     11,302,580
 Held-to-maturity (Estimated market
  values of $4,435,098 (06-30-97)
  and $5,399,611 (12-31-96)             4,440,598      5,414,836
Loans, net                             62,217,845     52,786,698
Property and equipment                    585,222        218,857
Other assets                            1,314,619        778,515
  Total Assets                        $82,939,683    $74,715,368

	LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Deposits
 Non-interest bearing deposits        $ 4,563,195    $ 5,090,509
 Interest bearing deposits             67,686,356     59,364,668
  Total deposits                      $72,249,551    $64,455,177
Other liabilities                         942,888        924,292
  Total Liabilities                   $73,192,439    $65,379,469

Commitments & Contingencies

Shareholders' Equity:
Common stock - $3.00 par value,
 10 million shares authorized;
 1,296,356 (06-30-97) and 1,284,386
 (12-31-96) shares issued
 and outstanding                      $ 3,889,068    $ 3,853,158
Paid-in-capital                         5,378,223      5,312,078
Retained earnings                         476,856        163,259
Unrealized gain on
 securities available-for-sale              3,097          7,404
  Total Shareholders' Equity          $ 9,747,244    $ 9,335,899
  Total Liabilities
   and Shareholders' Equity           $82,939,683    $74,715,368

        Refer to notes to the consolidated financial statements. 


	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Income Statements
	(Unaudited)

                                             For the six months
                                               ended June 30,    
                                              1997         1996  
Interest income                         $3,416,896     $2,343,585
Interest expense                         1,693,734      1,290,621
Net interest income                     $1,723,162     $1,052,964

Provision for possible loan losses         275,000         82,500

Net interest income (loss) after
 provision for possible loan losses     $1,448,162     $  970,464

Other income:
 Service fees and other charges         $   72,185     $   58,291
 Gain (loss) on sale of securities          (4,618)         1,089
  Total Other Income                    $   67,567     $   59,380

Operating expenses:
  Salaries and benefits                 $  492,006     $  399,621
  Legal and professional                    53,849         26,530
  Depreciation                              25,481         31,852
  Amortization                               5,807         12,035
  Courier and postage                       28,791         31,190
  Rent expense                              39,416         42,108
  Data processing                           64,057         50,777
  Regulatory assessments                    25,347         35,900
  Other operating expenses                 183,757        193,236
Total Expenses                          $  918,511     $  823,249

Income before taxes
 and extraordinary item                 $  597,218     $  206,595

Income tax                                 283,620         76,388

Net Income                              $  313,598     $  130,207

Income per share                        $      .21     $      .12









	Refer to notes to the consolidated financial statements.


	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Income Statements
	(Unaudited)

                                            For the three months
                                               ended June 30,   
                                            1997            1996

Interest income                         $1,778,196     $1,217,249
Interest expense                           878,419        644,153
Net interest income                     $  899,777     $  573,096

Provision for possible loan losses         150,000         45,000

Net interest income after
 provision for possible loan losses     $  749,777     $  528,096

Other income:
 Service fees and other charges         $   36,732     $   24,251
 Gain on sale of securities                 (5,261)         5,586
  Total other income                    $   31,471     $   29,837

Operating expenses:
  Salaries and benefits                 $  258,976     $  209,086
  Legal and professional                    35,528         12,104
  Depreciation                              13,061         16,447
  Amortization                               2,136          6,018
  Courier and postage                       15,246         17,425
  Rent expense                              19,218         20,243
  Data processing                           32,897         26,389
  Regulatory assessments                    11,674         16,925
  Other operating expenses                  84,067         92,172
Total Expenses                          $  472,803     $  416,809

Income before taxes                     $  308,445     $  141,124

Income tax                                 155,000         52,750

Net Income                              $  153,445     $   88,374

Income per share                        $      .10     $      .08










	Refer to notes to the consolidated financial statements.


	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Statements of Cash Flows
	(Unaudited)


                                                  Six months ended
                                                       June 30,    
                                                  1997         1996


Cash flows from operating activities:        $  (394,176)  $   167,867

Cash flows from investing activities
  Purchase of equipment                         (391,846)      (41,716)
  (Increase) in loans, net                    (9,706,147)   (8,233,231)
  Securities, available-for-sale
   Sale of securities                          2,051,632     1,616,300
   Purchase of securities                     (2,918,028)   (2,768,638)
   Maturities and pay-downs                      504,875       463,106
  Securities, held-to-maturity
   Purchase of securities                           - -       (275,591)
   Maturities and pay-downs                      974,238     1,908,031
Net cash used in investing activities        $(9,485,276)  $(7,331,739)

Cash flows from financing activities
  Increase in repurchase agreements          $      - -    $   741,666
  Increase in deposits                         7,794,374     4,292,881
  Proceeds from sale and
   exercise of warrants/options                  102,055     1,528,810
Net cash provided from financing activities  $ 7,896,429   $ 6,563,357

Net (decrease) in cash and cash equivalents  $(1,983,023)  $  (600,515)
Cash and cash equivalents
 at beginning of period                        4,213,882     1,949,186
Cash and cash equivalents at end of period   $ 2,230,859   $ 1,348,671
















	Refer to notes to the consolidated financial statements.


	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Notes to Consolidated Financial Statements (Unaudited)
	June 30, 1997


Note 1 - Basis of Presentation

	The accompanying financial statements have been prepared in 
accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-
QSB.  Accordingly, they do not include all 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, 1997 are not 
necessarily indicative of the results that may be expected for the 
year ending December 31, 1997.  For further information, refer to 
the financial statements and footnotes thereto included in Form 10-
KSB for the year ended December 31, 1996.


Note 2 - Summary of Organization

	Community Bancshares, Inc., Wilkesboro, North Carolina (the 
"Company"), was incorporated under the laws of the State of North 
Carolina on June 11, 1990, for the purpose of becoming a bank 
holding company with respect to a proposed national bank, Wilkes 
National Bank (the "Bank"), located in Wilkesboro, North Carolina. 
 Upon commencement of the Bank's planned principal operations on 
January 17, 1992, the Company acquired 100 percent of the voting 
stock of the Bank by injecting $3,750,000 into the Bank's capital 
accounts.

	As of June 30, 1997 and December 31, 1996, there were 
1,296,356 and 1,284,386 shares of common stock outstanding, 
respectively.

	The Company offered warrants to its organizers and to a group 
of initial subscribers.  Each warrant, when surrendered with $5.50 
to the Company, is convertible into one share of common stock.  The 
warrants expire ten years from January 17, 1992.  At June 30, 1997 
and December 31, 1996, there were 383,464 and 385,114 warrants 
outstanding, respectively.


Note 3 - Summary of Significant Accounting Policies

	Basis of Presentation and Reclassification.  The consolidated 
financial statements include the accounts of the Company and the 
Bank.  All significant intercompany accounts and transactions have 


	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Notes to Consolidated Financial Statements (Unaudited)
	June 30, 1997


been eliminated in consolidation.  Certain prior year amounts have 
been reclassified to conform to the current year presentation.

	Basis of Accounting.  The accounting and reporting policies of 
the Company conform to generally accepted accounting principles and 
to general practices in the banking industry.  The Company uses the 
accrual basis of accounting by recognizing revenues when earned and 
expenses when incurred, without regarding the time of receipt or 
payment of cash.

	Investment Securities.  The Company adopted Statement of 
Financial Accounting Standards No. 115, "Accounting for Certain 
Investment in Debt and Equity Securities" ("SFAS 115") on January 
1, 1994.  SFAS 115  requires investments in equity and debt 
securities to be classified into three categories:

	1.	Held-to-maturity securities:  These are securities which 
the Company has the ability and intent to hold until 
maturity.  These securities are stated at cost, adjusted 
for amortization of premiums and the accretion of 
discounts.

	2.	Trading securities:  These are securities which are 
bought and held principally for the purpose of selling 
in the near future.  Trading securities are reported at 
fair market value, and related unrealized gains and 
losses are recognized in the income statement.

	3.	Available-for-sale securities:  These are securities 
which are not classified as either held-to-maturity or 
as trading securities.  These securities are reported at 
estimated market value.  Unrealized gains and losses are 
reported, net of tax, as separate components of 
shareholders' equity.  Unrealized gains and losses are 
excluded from the income statement.

	Loans, Interest and Fee Income on Loans.  Loans are stated at 
the principal balance outstanding.  Unearned discount, unamortized 
loan fees and the allowance for possible loan losses are deducted 
from total loans in the statement of condition.  Interest income is 
recognized over the term of the loan based on the principal amount 
outstanding.  Points on real estate loans are taken into income to 
the extent they represent the direct cost of initiating a loan.  
The amount in excess of direct costs is deferred and amortized over 
the expected life of the loan.


	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Notes to Consolidated Financial Statements (Unaudited)
	June 30, 1997


	Loans are generally placed on non-accrual status when 
principal or interest becomes ninety days past due, or when payment 
in full is not anticipated.  When a loan is placed on non-accrual 
status, interest accrued but not received is generally reversed 
against interest income.  If collectibility is in doubt, cash 
receipts on non-accrual loans are not recorded as interest income, 
but are used to reduce principal.

	Allowance for Possible Loan Losses.  The provisions for loan 
losses charged to operating expense reflect the amount deemed 
appropriate by management to establish an adequate reserve to meet 
the present and foreseeable risk characteristics of the current 
loan portfolio.  Management's judgement is based on periodic and 
regular evaluation of individual loans, the overall risk 
characteristics of the various portfolio segments, past experience 
with losses and prevailing and anticipated economic conditions.  
Loans which are determined to be uncollectible are charged against 
the allowance.  Provisions for loan losses and recoveries on loans 
previously charged-off are added to the allowance.

	The Company adopted Statement of Financial Accounting 
Standards No. 114, "Accounting by Creditors for Impairment of a 
Loan," ("SFAS 114") on January 1, 1995.  Under the new standard, a 
loan is considered impaired, based on current information and 
events, if it is probable that the Company will be unable to 
collect the scheduled payments of principal or interest when due 
according to the contractual terms of the loan agreement.  The 
measurement of impaired loans is generally based on the present 
value of expected future cash flows discounted at the historical 
effective interest rate, except that all collateral-dependent loans 
are measured for impairment based on the fair value of the 
collateral.  The adoption of SFAS 114 resulted in no change to the 
allowance for credit losses at January 1, 1995.

	In October, 1994, FASB issued Statement of Financial 
Accounting Standards No. 118, "Accounting by Creditors for 
Impairment of a Loan - Income Recognition and Disclosure" ("SFAS 
118").  SFAS 118 amends SFAS 114 to allow a creditor to use 
existing methods for recognizing interest income on an impaired 
loan, rather than the methods prescribed in SFAS 114.



	Property and Equipment.  Furniture, equipment and leasehold 
improvements are stated at cost, net of accumulated depreciation.  
Depreciation is computed using the straight line method over the 


	COMMUNITY BANCSHARES, INC.
	Wilkesboro, North Carolina
	Notes to Consolidated Financial Statements (Unaudited)
	June 30, 1997


estimated useful lives of the related assets.  Maintenance and 
repairs are charged to operations, while major improvements are 
capitalized.  Upon retirement, sale or other disposition of 
property and equipment, the cost and accumulated depreciation are 
eliminated from the accounts, and gains or losses are included in 
income from operations.

	Income Taxes.  The consolidated financial statements have been 
prepared on the accrual basis.  When income and expenses are 
recognized in different periods for financial reporting purposes 
and for purposes of computing income taxes currently payable, 
deferred taxes are provided on such temporary differences.



	Effective January 1, 1993, the Company adopted Statement of 
Financial Accounting Standards No. 109, "Accounting for Income 
Taxes" ("SFAS 109").  Under SFAS 109, deferred tax assets and 
liabilities are recognized for the expected future tax consequences 
of events that have been recognized in the financial statements or 
tax return.  Deferred tax assets and liabilities are measured using 
the enacted tax rates expected to apply to taxable income in the 
years in which those temporary differences are expected to be 
realized or settled.

	Statement of Cash Flows.  For purposes of reporting cash 
flows, cash and cash equivalents include cash on hand, amounts due 
from banks and federal funds sold.  Generally, federal funds are 
purchased or sold for one-day periods.

	Income Per Share.  The weighted average number of shares 
outstanding as well as all common stock equivalents must be 
considered for purposes of computing earnings per share.  Note that 
common stock equivalents are securities that enable their holders 
to obtain additional shares of common stock.  Options and warrants 
are common stock equivalents.  They are used in the computation of 
earnings per share only if, upon exercise, they dilute earnings per 
share by 3% or more.  To compute earnings per share, adjusted net 
income is divided by the sum of weighted average common stock 
outstanding and common stock equivalents.  For the six-month 
periods ended June 30, 1997 and 1996, net income per share amounted 
to $.21 and $.12, respectively.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS.

The Company commenced its principal operations on January 17, 1992 
when its subsidiary Bank opened for business.  During the period 
from February 1, 1990 to January 17, 1992, the Company was in the 
development stage as it devoted most of its efforts to organizing, 
incorporating, planning, raising capital and recruiting personnel. 
 During the development stage, the Company funded its operations 
principally through borrowings.  However, by December 31, 1991, all 
outstanding loans were paid-off with funds raised through the sale 
of the Company's common stock.

Total assets increased by $8.2 million to $82.9 million during the 
six-month period ended June 30, 1997.  The increase was generated 
primarily through a $7.8 million increase in deposits and a $.4 
million increase in equity.  These funds were utilized to expand 
the loan portfolio.


Liquidity and Sources of Capital

Liquidity is the Company's ability to meet all deposit withdrawals 
immediately, while also providing for the credit needs of 
customers.  The June 30, 1997 financial statements evidence a 
satisfactory liquidity position as total cash and cash equivalents 
amounted to $2.2 million, representing 2.7% of total assets.  
Investment securities amounted to $16.6 million, representing 20.0% 
of total assets.  These securities provide a secondary source of 
liquidity because they can be converted into cash in a timely 
manner.  The subsidiary Bank is a member of the Federal Reserve 
System and is maintaining relationships with several correspondent 
banks and, thus, could obtain funds on short notice.  The Company's 
management closely monitors and maintains appropriate levels of 
interest earning assets and interest bearing liabilities, so that 
maturities of assets are such that adequate funds are provided to 
meet customer withdrawals and loan demand.  There are no trends, 
demands, commitments, events or uncertainties that will result in 
or are reasonably likely to result in the Company's liquidity 
increasing or decreasing in any material way.

The Bank maintains an adequate level of capitalization as measured 
by the following capital ratios and the respective minimum capital 
requirements by the Bank's primary regulator, the Office of the 
Comptroller of the Currency ("OCC").

                            Bank's       Minimum required
                        June 30, 1997     by regulator
Leverage ratio                8.4%             4.0%
Risk weighted ratio          11.9%             8.0%


With respect to the leverage ratio, the regulator expects a minimum 
of 5.0 percent to 6.0 percent ratio for banks that are not rated 
CAMEL 1.  Although the Bank is not rated CAMEL 1, its leverage 
ratio of 8.4% is above the required minimum.


Results of Operations

For the three-month periods ended June 30, 1997 and 1996, net 
income amounted to $153,445 and $88,374, respectively.  On a per-
share basis, net income for the three-month periods ended June 30, 
1997 and 1996 amounted to $.10 and $.08, respectively.  As 
discussed below, the improvement in net income is primarily due to 
an increase in net interest income.

Net income for the six-month period ended June 30, 1997 amounted to 
$313,598.  These results compare favorably with the June 30, 1996 
net income of $130,207.  On a per share basis, net income for the 
periods ended June 30, 1997 and 1996 amounted to $.21 and $.12, 
respectively.  The primary reasons for the increase in net income 
for the six months ended June 30, 1997 from the same period in the 
prior year are as follows:

a.	Net interest income, which represents the difference between 
interest received on interest earning assets and interest paid 
on interest bearing liabilities, has increased from $1,052,964 
for the six-month period ended June 30, 1996 to $1,723,162 for 
the same period one year later, representing an increase of 
$670,198, or 63.6%.  This increase was attained primarily 
because of a $22.8 million increase in earning assets, from 
$53.4 million at June 30, 1996 to $76.2 million at June 30, 
1997.  For the three-month periods ended June 30, 1996 and 
1997, net interest income rose from $573,096 to $899,777 
representing an increase of $326,681, or 57.0%.

b.	The net interest yield, defined as net interest income divided 
by average interest earning assets, has increased from 3.94% 
for the six-month period ended June 30, 1996 to 4.52% for the 
six-month period ended June 30, 1997.  The increase in the 
yield is due to both the significant increase in the yield on 
investment securities and the material decline in the interest 
rates paid on certificates of deposit.  The following table 
presents the pertinent information concerning the yield on 
earning assets and the cost of funds as of June 30, 1997.



                 Avg. Assets/       Interest        Yield/
Description      Liabilities     Income/Expense      Cost 
Federal funds    $ 1,012,782       $   26,644        5.26%
Securities        16,307,182          522,400        6.41%
Loans             58,868,361        2,867,852        9.74%
  Total          $76,188,325       $3,416,896        8.97%

Transactional
 accounts        $11,724,171       $  209,935        3.58%
Savings            2,225,698           36,273        3.26%
CD's              51,079,267        1,439,140        5.63%
Reverse repos        354,652            8,386        4.73%
  Total          $65,383,788       $1,693,734        5.18%

Net interest income                $1,723,162

Net yield on earning assets                          4.52%

	For the three-month period ended June 30, 1996, net interest 
yield rose from 3.94% to 4.58%

c.	During the three-month and six-month periods ended June 30, 
1997 compared to the same periods one year earlier, management 
was better able to control expenses.  For the six-month period 
ended June 30, 1997, operating expenses amounted to $918,511, 
representing an annualized 2.44% of average assets.  By 
comparison, for the six-month period ended June 30, 1996, 
operating expenses amounted to $823,249, representing an 
annualized 2.98% of average assets.  For the three-month 
periods ended June 30, 1997 and 1996, operating expenses 
amounted to $472,803 and 416,809, respectively.  As a percent 
of average total assets, operating expenses declined from 
3.02% for the three-month period ended June 30, 1996 to 2.51% 
for the same period one year later.

d.	Total non-interest income has increased from $59,380 for the 
six-month period ended June 30, 1996 to $67,567 for the six-
month period ended June 30, 1997.  For the three-month periods 
ended June 30, 1996 and 1997, non-interest income increased 
5.5% from $29,837 to $31,471.  These increases are attributed 
to higher volume in transactional accounts.


The following table presents information with respect to loans and 
the allocations to the allowance for loan losses as of June 30, 
1997:

                                      Percent of   Allocation to
Loan category               Amount       total       allowance  
Commercial, financial
 agricultural             $35,316,774     56.0%     $540,000
Real est. - construction    6,011,728      9.5%      103,000
Real est. - mortgage       12,001,739     19.0%      143,000
Consumer loans              9,779,408     15.5%       89,000
 Total                    $63,109,649    100.0%     $865,000

Unallocated portion of allowance                            $16,804


As of June 30, 1997, loans aggregating $83,000 were accounted for 
on a non-accrual basis.  Additionally, all loans that were 
contractually past due 90 days or more as to principal and/or 
interest were accounted for as non-accruing loans.  There were no 
loans defined as "troubled debt restructuring".

During the six-month period ended June 30, 1997, the allowance for 
loan losses has grown from $619,133 to $891,804.  The allowance for 
loan losses as a percentage of gross loans, increased from 1.16% at 
December 31, 1996 to 1.41% at June 30, 1997.  For the six-month 
period ended June 30, 1997, the allowance for loan losses increased 
$275,000 through provisions and $4,662 through recoveries; the 
allowance decreased $6,991 due to charge-offs.  The ratio of net 
charge-off to average loans outstanding at June 30, 1997 was .004%.

Management considers the allowance for loan losses to be adequate 
and sufficient to absorb possible future losses; however, there can 
be no assurance that charge-offs in future periods will not exceed 
the allowance for loan losses or that additional provisions to the 
allowance will not be required.

The Company is not aware of any current recommendation by the 
regulatory authorities which, if they were to be implemented, would 
have a material effect on the Company's liquidity, capital 
resources, or results of operations.


	PART II.  OTHER INFORMATION



Item 2.  Changes in Securities

	Pursuant to the exercise of stock options awarded under the 
Company's incentive stock option plan, the Company issued an 
aggregate of 8,620 shares of common stock to a total of 10 
employees of the Company during the three-month period ended June 
30, 1997 in the following transactions:  (i) on April 22, 1997, 100 
shares of common stock were issued to one employee who exercised 
options to purchase shares of common stock at an exercise price of 
$10.00 per share; (ii) on May 9, 1997, 2,668 shares of common stock 
were issued to one employee who exercised options to purchase 
shares of common stock at an exercise price of $9.00 per share; 
(iii)  on May 13, 1997, 734 shares of common stock were issued to 
one employee who exercised options to purchase shares of common 
stock at an exercise price of $9.00 per share; (iv) on May 14, 
1997, an aggregate 650 shares of common stock were issued to two 
employees who exercised options to purchase shares of common stock 
at an exercise price of $9.00 per share; (v) on June 13, 1997, an 
aggregate 1,534 shares of common stock were issued to two employees 
who exercised options to purchase shares of common stock at an 
exercise price of $9.00 per share; (vi) on June 18, 1997, an 
aggregate 934 shares of common stock were issued to two employees 
who exercised options to purchase shares of common stock at an 
exercise price of $9.00 per share; and (vii) on June 27, 1997, 
2,000 shares of common stock were issued to one employee who 
exercised options to purchase shares of common stock at an exercise 
price of $9.00 per share.

	In connection with the exercise of warrants to purchase common 
stock of the Company, on June 30, 1997 the Company issued 850 
shares of common stock to one individual.  The warrant was 
exercised at a price of $5.50 per share and was originally issued 
in connection with the Company's initial public offering to its 
organizers and a group of the Company's initial shareholders.

	All issuances of securities described above were made in 
reliance on the exemption from registration provided by Section 
4(2) of the Securities Act of 1933 as transactions by an issuer not 
involving a public offering.  No underwriter was involved in the 
transactions and no commissions were paid.


Item 4.  Submission of Matters to a Vote of Security Holders.

	The 1997 Annual Meeting of Shareholders of the Company was 
held on May 30, 1997.  At the meeting, the following persons were 
elected as directors to serve on the Company's Board of Directors 
for a term of three years and until their successors are elected 
and have qualified:  Rebecca W. Lowe, Dwight E. Pardue, Joe D. 
Severt and R. Colin Shoemaker.

	The number of votes cast for and against the election of each 
nominee for director was as follows:

                                Votes            Votes
	Director                    For            Against
	Rebecca W. Lowe          1,127,554          3,500
	Dwight E. Pardue         1,130,554            500
 	Joe D. Severt            1,131,054              0
	R. Colin Shoemaker       1,131,054              0

	No other matters were presented or voted for at the Annual 
Meeting of Shareholders.

	The following persons did not stand for reelection to the 
Board at the 1997 Annual Meeting of Shareholders as their term of 
office continued after the Annual Meeting:  Brent F. Eller, Jack R. 
Ferguson, Edward F. Greene, Stephen B. Greene, Gilbert R. Miller, 
Robert F. Ricketts, Rebecca Ann Sebastian and Ronald S. Shoemaker.


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

	(a)  Exhibits.  The following exhibit is filed with this 
report.

	27.1  Financial Data Schedule (for SEC use only)

	(b)  Reports on Form 8-K.  No reports on Form 8-K were filed 
during the quarter ended June 30, 1997.


	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.



Dated:  August 12, 1997              By: /s/Ronald S. Shoemaker
                                         Ronald S. Shoemaker, President 
                                         and Chief Executive Officer 
                                         (Principal Executive, Financial 
                                         and Accounting Officer)


Financial Data Schedule Submitted Under Item 601(a)(27) of 
Regulation S-B

This schedule contains summary financial information extracted from 
Community Bancshares, Inc. unaudited consolidated financial 
statements for the period ended June 30, 1997 and is qualified in 
its entirety by reference to such financial statements.

Item Number    Item Description                    Amount

  9-03(1)        Cash and due from banks           $ 1,680,859
  9-03(2)        Interest bearing deposits                   0
  9-03(3)        Federal funds sold - purchased
                  securities for sale                  550,000
  9-03(4)        Trading account assets                      0
  9-03(6)        Investment and mortgage backed
                  securities held for sale          12,150,540
  9-03(6)        Investment and mortgage backed
                  securities held to maturity -
                  carrying value                     4,440,598
  9-03(6)        Investment and mortgage backed
                  securities held to maturity -
                  market value                       4,435,098
  9-03(7)        Loans                              63,109,649
  9-03(7)(2)     Allowance for losses                  891,804
  9-03(11)       Total assets                       82,939,683
  9-03(12)       Deposits                           72,249,551
  9-03(13)       Short-term borrowings                       0
  9-03(15)       Other liabilities                     942,888
  9-03(16)       Long-term debt                              0
  9-03(19)       Preferred stock -
                  mandatory redemption                       0
  9-03(20)       Preferred stock -
                  no mandatory redemption                    0
  9-03(21)       Common stock                        3,889,068
  9-03(22)       Other stockholders' equity          5,858,176
  9-03(23)       Total liabilities and
                  stockholders' equity              82,939,683
  9-04(1)        Interest and fees on loans          2,867,852
  9-04(2)        Interest and dividends
                  on investments                       549,044
  9-04(4)        Other interest income                       0
  9-04(5)        Total interest income               3,416,896
  9-04(6)        Interest on deposits                1,685,348
  9-04(9)        Total interest expense              1,693,734
  9-04(10)       Net interest income                 1,723,162
  9-04(11)       Provision for loan losses             275,000
  9-04(13)(h)    Investment securities gains/losses     (4,618)
  9-04(14)       Other expenses                        918,511
  9-04(15)       Income/loss before income tax         597,218




Item Number      Item Description                    Amount

  9-04(17)       Income/loss before
                  extraordinary items                  597,218
  9-04(18)       Extraordinary items, less tax               0
  9-04(19)       Cumulative change in
                  accounting principles                      0
  9-04(20)       Net income or loss                    313,598
  9-04(21)       Earnings per share - primary              .21
  9-04(21)       Earnings per share - fully diluted        .21



  I.B.5.         Net yield - interest earning
                  assets - actual                         4.52%
  III.C.1(a)     Loans on non-accrual                   83,000
  III.C.1(b)     Accruing loans past due
                  90 days or more                       16,222
  III.C.1(c)     Troubled debt restructuring                 0
  III.C.2.       Potential problem loans                83,000
  IV.A.1         Allowance for loan losses - 
                  beginning of period                  619,133
  IV.A.2         Total chargeoffs                        6,991
  IV.A.3         Total recoveries                        4,662
  IV.A.4         Allowance for loan losses - 
                  end of period                        891,804
  IV.B.1         Loan loss allowance allocated to
                  domestic loans                       870,000
  IV.B.2         Loan loss allowance allocated to
                  foreign loans                              0
  IV.B.3         Loan loss allowance - unallocated      11,804






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