As filed with the Securities and Exchange Commission on June 25,1997.
                                                  Registration No.333-
                        SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D.C.  20549
                                             ____________________

                                                   FORM S-8
                                            REGISTRATION STATEMENT
                                                     UNDER
                                          THE SECURITIES ACT OF 1933
                                             ____________________

                                     COMMUNITY BANCSHARES, INC.
                    (Exact name of registrant as specified in its charter)
              Delaware                                         63-0868361
         (State or other juris-                           (I.R.S. Employer
        diction of incorporation                         Identification No.)
            or organization)

           Main Street
         P.O. Box 1000
        Blountsville, Alabama                                    35031
(Address of Principal Executive Offices)                      (Zip Code)
                              ____________________

                     Nonqualified Stock Option Agreements under the
           Community Bancshares, Inc. 1996 Stock Option Plan For Directors
                               (Full title of the Plan)

                                                     Copies To:

     Bishop K. Walker, Jr.                      Kevin D. Norwood, Esq.
   Community Bancshares, Inc.              Waller Lansden Dortch & Davis,   
   Main Street, P.O. Box 1000          A Professional Limited Liability Company
  Blountsville, Alabama  35031              511 Union Street, Suite 2100
 (Name and address of agent for service)    Nashville,  Tennessee  37219
         
   
      
         (205) 429-1000
      (Telephone number,
       including area code,
       of agent for service)

                       CALCULATION OF REGISTRATION FEE

  Title of                     Proposed maximum     Proposed maximum  Amount
 securities to  Amount to be  offering price per  aggregate offering    of
 be registered  registered        share                price       registration
                                                                       fee

Common stock, par
value $0.10 per  135,000 shares    $20 (1)          $2,700,000          $819
  share 
  TOTAL          135,000 shares                     $2,700,000          $819

(1)   Based upon the exercise price under the plan.



                                <PAGE>
 





PROSPECTUS


                             135,000 Shares

                       COMMUNITY BANCSHARES, INC.

                              Common Stock


 This  Reoffer  Prospectus  ("Prospectus")  has  been  prepared  for  use by 
certain affiliates ("Selling Stockholders")  of  Community  Bancshares, Inc. 
(the "Company") in connection with the resale of up to 135,000 shares  of  the  
Company's common stock, $.10 par value per share (the "Common Stock"), which may
be issued to such  Selling  Stockholders  pursuant  to Nonqualified Stock Option
Agreements under the Community Bancshares, Inc. 1996 Stock Option Plan for 
Directors (the "Plan").  See "Selling Stockholders."

  None  of  the proceeds from the resale of the shares by the Selling 
Stockholders will be received by the Company.    The Company will bear all 
expenses (other than underwriting discounts and selling commissions, and fees  
and  expenses  of  counsel  and  other  advisors  to  the  Selling Stockholders)
in connection with the registration of the shares of Common Stock being offered 
by the Selling Stockholders.


                                                                       


           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                   ADEQUACY OF THIS PROSPECTUS.  ANY REPRE-
                        SENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.

                                                                       


                   THE SHARES OF COMMON STOCK OFFERED HEREBY
                ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY 
                   THE FEDERAL DEPOSIT INSURANCE CORPORATION.

                                                                       



                  The date of this Prospectus is June 25, 1997.








                                           <PAGE>
 




                               AVAILABLE INFORMATION

   The Company has filed a Registration Statement (the "Registration Statement")
on Form S-8, including any amendments  thereto, with the Securities and Exchange
Commission (the "Commission") with respect to the Common Stock. This  Prospectus
does not contain all of the information set forth in the Registration Statement
and the  exhibits  and  schedules  thereto.    Statements  contained  in this 
Prospectus as to the contents of any contract  or other document referred to are
not necessarily complete and in each instance reference is made to the  copy  of
such  contract  or  other  document  filed  as  an  exhibit to the Registration 
Statement or as previously  filed  with  the  Commission  and  incorporated 
herein by reference.  For further information with respect  to  the  Company and
the Common Stock, reference is made to the Registration Statement, exhibits and
schedules. A  copy  of  the  Registration  Statement  may  be  inspected  by  
anyone without charge at the Commission's  principal  office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and copies of  all or any part 
thereof may be obtained from the Commission upon payment of certain fees 
prescribed by the Commission.

  The  Company  is  subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended  (the  "Exchange  Act"),  and  in  accordance  
therewith  files  reports,  proxy  statements and other information  with  the  
Commission.  Such reports, proxy statements and other information filed by the 
Company can  be  inspected  and  copied at the public reference facilities 
maintained by the Commission, at Room 1024, Judiciary  Plaza, 450 Fifth Street, 
N.W., Washington, D.C. 20549, as well as the following Commission Regional 
Offices:  New  York  Regional  Office, 7 World Trade Center, Suite 1300, 
New York, New York 10048; and Chicago Regional  Office,  500  West Madison 
Street, Suite 1400, Chicago, Illinois 60601-2511.  Copies can be obtained by  
mail  at prescribed rates.  Requests should be directed to the Commission's 
Public Reference Section, Room 1024,  Judiciary  Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission maintains an Internet web  site  at 
http://www.sec.gov that contains reports, proxy and information statements and 
other information regarding registrants that file electronically with the 
Commission.


                DOCUMENTS INCORPORATED BY REFERENCE

  The  following  documents  filed  with  the  Commission  by the Company 
pursuant to the Exchange Act are incorporated  by  reference  into  this  
Prospectus: (i) the Company's Annual Report on Form 10-K for the year ended  
December  31,  1996;  (ii) the Company's Quarterly Report on Form 10-Q for the 
three months ended March 31,  1997;  and (iii) the description of the Common 
Stock contained in the Company's Registration Statement on Form 8-A.
 
  All  documents  filed  by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent  to  the  date  of  this  Prospectus  shall
be  deemed  to  be incorporated by reference into this Prospectus.    Any  
statement  contained herein, or in a document incorporated or deemed to be 
incorporated by reference  herein,  shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that  a  statement  contained  
herein  or  in any subsequently filed document which also is or is deemed to be
incorporated  by  reference  herein, modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Prospectus.

  This  Prospectus  incorporates  documents  by  reference  which  are  not  
presented herein or delivered herewith. A copy of these  documents is available,
without charge, upon written or oral request from the Company.Requests  should  
be directed to Paul W. Williams, Chief Accounting Officer, Community Bancshares,
Inc., Main Street, P.O. Box 1000, Blountsville, Alabama 35031, or at 
(205) 429-1000. 







                                            2 <PAGE>
 


                                               TABLE OF CONTENTS



                                                                   Page      

AVAILABLE   INFORMATION                        . . . . . . . . . . . . 2

DOCUMENTS INCORPORATED BY REFERENCE                                    2

THE COMPANY                                                            4

USE OF PROCEEDS                                                        4

SELLING STOCKHOLDERS                                                   4

PLAN OF DISTRIBUTION                                                   5

LEGAL MATTERS                                                          5

EXPERTS                                                                6
 


NO  DEALER,  SALESMAN  OR  ANY  OTHER  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  
IN  THIS  PROSPECTUS  IN  CONNECTION  WITH THE OFFERING HEREIN CONTAINED  AND,  
IF  GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON 
AS HAVING BEEN AUTHORIZED  BY THE COMPANY OR THE SELLING STOCKHOLDERS.  THIS 
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR  A  SOLICITATION  OF  ANY  
OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM  IT  IS  UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.  NEITHER THE DELIVERY 
OF THIS PROSPECTUS NOR ANY SALE MADE  HEREUNDER  SHALL,UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS  OF  THE  
COMPANY  SINCE THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS 
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.



                                            3 <PAGE>
 




                      PROSPECTUS SUMMARY


The  following  is  qualified  in  its entirety by the more detailed information
in this Prospectus and in the documents  and financial statements, including the
notes thereto, incorporated herein by reference, and should be  read together 
therewith.  Unless otherwise specified, all information in this Prospectus has 
been adjusted to  reflect  a  three-for-one split of the Common Stock effected 
in the form of a stock dividend as of June 1, 1993. Unless  the  context  
otherwise  indicates,  the "Company" refers to and includes the Company and its 
direct and indirect subsidiaries.


                              The Company

   Community  Bancshares,  Inc.  (the "Company") is a Delaware corporation and a
bank holding  company  registered  with the Board of Governors of the Federal 
Reserve System under the Bank Holding Company  Act  of  1956,  as amended.  The 
Company was organized in 1983 and commenced operations in 1985.  The Company has
two operating bank subsidiaries, Community Bank, an Alabama banking corporation,
and Community Bank,  a  Tennessee  banking  corporation,  which  conduct  a  
general commercial banking business in northern Alabama and  southern Tennessee.
The majority of loans by the Company are to individuals and small to mid-sized 
businesses in Alabama and Tennessee. 

   The  Company,  as  of  the date of this prospectus, operates through a total 
of 23 bank  offices  located  in  Blount,  DeKalb,  Lauderdale,  Limestone, 
Madison, Marshall and Morgan Counties in Alabama and Giles County in Tennessee.
At December 31, 1996, the Company had approximately $454 million in assets.  

   The  Company  operates  a  real  estate  appraisal business through it 
subsidiary, Community  Appraisals, Inc., and, through its subsidiary, Community 
Insurance Corp., serves as an agent in the sale  of title, life, automobile,  
homeowners  and  farmowners insurance policies, which are offered at the 
Company's bank locations by employees of the Company who are licensed as 
insurance agents.  

                                   USE OF PROCEEDS

   The  Company  will  not  receive  any proceeds from the resale of shares of 
Common Stock by the Selling Stockholders.


                                SELLING STOCKHOLDERS

   The  Company  intends  to  issue  a total of 135,000 shares of Common Stock 
to the individuals  identified  below, each of whom is a member or former member
of the Company's Board of Directors, in  connection  with  the  exercise by such
individuals of stock options granted to them under the Plan.  The expenses  of  
such  issuance, other than the exercise price of such options, will be borne by 
the Company.  No commissions,  discounts, concessions or other compensation will
be paid to any underwriter or broker-dealer in connection with such issuance.  



                                     4 <PAGE>
 


   This Prospectus may be used by the following Selling Stockholders, each of 
whom may be considered an "affiliate" of the Company within the meaning of the
Securities Act of 1933, in connection with the resale of up to 135,000 shares of
Common Stock:

                 Selling Stockholder               Number of Shares

                  Kennon R. Patterson, Sr.               26,000

                  Bishop K. Walker, Jr.                  18,000

                  Denny Kelly                            11,000

                  Loy McGruder                            9,000
                            
                  Hodge Patterson, III                   10,000

                  R.C. Corr, Jr.                         11,000

                  C.K. Copeland                          10,000

                  Jon M. Owings                           3,000

                  Merritt Robbins                         9,000

                  R. Wayne Washam                        10,000

                  Glynn Debter                            9,000 

                  Robert O. Summerford, Jr.               9,000


                          PLAN OF DISTRIBUTION

    The  shares  may  be  offered  by  the  Selling  Stockholders from time to 
time in negotiated  transactions,  through  the  writing  of options on the 
shares or a combination of such methods of sale, at  prices  related to 
prevailing market prices or at negotiated prices.  The Selling Stockholders may
effect such transactions  by  selling  the  shares  to or through broker-dealers
and such broker-dealers may receive  compensation  in  the  form  of  discounts,
concessions or commissions from the Selling Stockholders and/or  the  purchasers
of the shares for which such broker-dealers may act as agent or to whom they 
sell as principal  or  both  (which  compensation  as  to  a  particular 
broker-dealer might be in excess of customary commissions).


                               LEGAL MATTERS

  The  validity of the shares of the Common Stock offered hereby will be passed 
upon for  the  Company  by  Waller  Lansden  Dortch  &  Davis, A Professional 
Limited Liability Company, Nashville, Tennessee.

                                   {page 5}
                                           
                                  EXPERTS

  The  audited  financial  statements  of  the  Company  have  been  included in
the Company's  Annual Report on  Form  10-K  for  the  year  ended December 31,
1996, and incorporated herein by reference,  in  reliance  upon  the report of 
Dudley, Hopton-Jones, Sims & Freeman PLLP, independent certified public 
accountants, and upon the authority of said firm as experts in accounting and 
auditing.


                                        6 <PAGE>
 



       II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.    Incorporation of Documents By Reference.

         The  following documents filed with the Commission by the Company are 
incorporated herein by reference as of the dates thereof:

         (1)  the  Company's  Annual  Report  on  Form 10-K for the year ended 
              December 31, 1996;   
         (2)  the  Company's Quarterly Report on Form 10-Q for the three months 
              ended March 31, 1997; and     
         (3)  the  description  of the Common Stock contained in the Company's 
              Registration Statement on Form 8-A.

   All documents subsequently filed by the Company pursuant to Sections 13(a), 
13(c),14 and  15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities  offered  have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to  be  
incorporated  by  reference  into this registration statement and to be a part 
hereof from the date of filing of such documents.

    Any  statements  contained in a document incorporated by reference herein 
shall be deemed  to be  modified or superseded for purposes hereof to the extent
that a statement contained herein (or in  any  other  subsequently  filed  
document  which  is  also  incorporated  by reference herein) modifies or 
supersedes  such  statement. Any statement so modified or superseded shall not 
be deemed to constitute part hereof except as so modified or superseded.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

    The  Company's  Bylaws  contain  provisions similar to those of Section 145 
of the General  Corporation  Law  of  the  State  of  Delaware,  and authorize 
the Company to indemnify its officers, directors,  employees  and  agents  to  
the  full  extent  permitted  by  law.  The Company has directors' and officers'
liability  and  indemnification insurance pursuant to standard form policies.  
The risks covered by such policies may include certain liabilities under the 
securities laws.

    Insofar as indemnification for liabilities arising under the Securities Act 
may be permitted  pursuant to the foregoing provisions to directors, officers or
persons controlling the Company, the Company  has  been  informed  that  in  the
opinion of the Commission, such indemnification is against public policy as 
expressed in the Securities Act and is therefore unenforceable.

Item 7.     Exemption from Registration Claimed.

            Not applicable.



                                      II-1 <PAGE>
 




Item 8.   Exhibits.

    5.    Opinion  of  Waller  Lansden  Dortch & Davis, A  Professional Limited 
          Liability Company.

23(a).    Consent of Dudley, Hopton-Jones, Sims & Freeman PLLP.

23(b).    Consent of Waller Lansden Dortch & Davis, A Professional Limited 
          Liability Company (included in opinion filed as Exhibit 5).

   24.    Power of Attorney (included on page II-4).

   99.    Nonqualified  Stock Option Agreement under the Community Bancshares, 
          Inc. 1996 Stock Option Plan For Directors
 
Item 9.   Undertakings.

(a)  The undersigned registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made, a
           post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To  reflect in the prospectus any facts or  events  arising after
               the effective date of the  registration statement (or the most 
               recent post-effective amendment   thereof)   which, individually
               or  in the aggregate, represent a fundamental   change  in  the  
               information  set forth in the registration  statement. Notwith-
               standing  the foregoing, any increase or decrease  in  volume  of
               securities offered (if the  total  dollar  value of securities 
               offered would  not  exceed  that  which was registered) and  any 
               deviation from the low and high end of the  estimated  maximum  
               offering  range may be reflected  in the form of prospectus filed
               with the  Commission pursuant to Rule 424(b) under the Securities
               Act  if, in the aggregate, the changes  in  volume and price 
               represent no more than  a  20%  change  in  the maximum aggregate
               offering  price  set  forth in the "Calculation of  Registration 
               Fee"  table  in the effective Registration Statement;

      (iii)    To  include  any  material information with  respect to  the plan
               of distribution not  previously  disclosed  in  the  registration
               statement   or  any  material  change  to  such information in 
               the registration statement.

                                                  II-2 <PAGE>
 




Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the Registration Statement is on Form  S-3,  Form  S-8 or Form F-3 and the 
information required to be included in a post-effective amendment by those  
paragraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant  to  Section  13  or  Section  15(d)  
of  the  Exchange Act that are incorporated by reference in the Registration 
Statement.

  (2)   That, for the purposes of determining any liability under the Securities
        Act, each such post-effective  amendment shall be deemed to be a new 
        registration statement relating to the  securities  offered  therein, 
        and the offering of such securities at that time shall be deemed to be 
        the initial bona fide offering thereof.

  (3)   To remove from registration by means of a post-effective amendment any 
        of the securities being registered which remain unsold at the 
        termination of the offering.

(b)    The  undersigned  registrant  undertakes  that,  for  purposes  of  
determining any liability under the Securities  Act,  each  filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the  Exchange  Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section  15(d)  of  the Exchange Act) that is 
incorporated by reference in the registration statement shall be deemed  to  be 
a  new  registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(c)    Insofar  as  indemnification  for  liabilities  arising  under  the  
Securities Act may be permitted to directors,  officers  and  controlling  
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that in the opinion of the Commission such 
indemnification is against  public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim  for  indemnification  
against such liabilities (other than the payment by the registrant of expenses
incurred or  paid by a director, officer or controlling person of the registrant
in the successful defense of any  action,  suit  or  proceeding)  is asserted by
such director, officer or controlling person in connection with  the  securities
being  registered, the registrant will, unless in the opinion of its counsel the
matter has  been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                                II-3 <PAGE>
 


                          SIGNATURES

  Pursuant  to the requirements of the Securities Act of 1933, the Registrant 
certifies that it  has  reasonable  grounds  to  believe  that  it meets all 
requirements for filing on Form S-8 and has duly caused  this  Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Blountsville, State of Alabama, on June 25, 1997.

                                      COMMUNITY BANCSHARES, INC.

                                    By:   /s/ Kennon R. Patterson, Sr.        
  
                                          Kennon R. Patterson, Sr.
                                          Chairman and Chief Executive Officer

   KNOW ALL MEN BY THESE PRESENTS,that each person whose signature appears below
constitutes and  appoints Kennon  R.  Patterson,  Sr. and Bishop K. Walker, Jr.,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and  all 
capacities, to sign any and all amendments to this registration statement, and 
to file the same, with all exhibits  thereto,  and  other  documents  in  
connection  therewith  with  the  Securities  and Exchange Commission,  granting
unto said attorney-in-fact and agent full power and authority to do and perform 
each and every  act and thing requisite and necessary to be done in and about 
the premises, as fully and to all intents and  purposes as he might or could do 
in person hereby ratifying and confirming all that said attorney-in-fact and 
agent, or his substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.

   Pursuant  to  the  requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.


 /s/ Kennon R. Patterson, Sr.     Chairman, Chief Executive    June 25, 1997
Kennon R. Patterson, Sr.          Officer and Director (Principal
                                  Executive Officer)

 /s/ Paul W. Williams             Chief Accounting Officer,    June 25, 1997
Paul W. Williams                  (Principal Financial 
                                   and Accounting Officer)

 /s/ C.K. Copeland                Director                     June 25, 1997
C.K. Copeland                                      


 /s/ Bryan A.Corr                 Director                     June 25, 1997
Bryan A. Corr


 /s/ R.C. Corr, Jr.               Director                     June 25, 1997
R.C. Corr, Jr.


 /s/ Glynn Debtor                 Director                     June 25, 1997
Glynn Debtor


 /s/ Edward Ferguson              Director                     June 25, 1997
Edward Ferguson

 /s/ Denny Kelly                  Director                     June 25, 1997
Denny Kelly           

                                      II-4 <PAGE>
 



 /s/ John J. Lewis, Jr.           Director                     June 25, 1997
John J. Lewis, Jr.


 /s/ Stacey W. Mann               Director                     June 25, 1997
Stacey W. Mann


/s/ Loy McGruder                  Director                     June 25, 1997
Loy McGruder


 /s/ Hodge Patterson III          Director                     June 25, 1997
Hodge Patterson III


 /s/ Kennon R. Patterson, Jr.     Director                     June 25, 1997
Hodge Patterson III


 /s/ Merritt Robbins              Director                     June 25, 1997
Merritt Robbins


 /s/ Robert O. Summerford         Director                     June 25, 1997
Robert O. Summerford


 /s/ Wayne Washam                 Director                     June 25, 1997
Wayne Washam


 /s/ Bishop K. Walker, Jr.        Director                     June 25, 1997
Bishop K. Walker, Jr.


                                        II-5 <PAGE>
 





                               EXHIBIT INDEX

       EXHIBIT


 5.          Opinion of Waller Lansden Dortch & Davis, A Professional 
             Limited Liability Company.

 23(a).      Consent of Dudley, Hopton-Jones, Sims & Freeman PLLP

 23(b).      Consent of Waller Lansden Dortch & Davis, A Professional 
             Limited Liability Company (included in opinion filed as Exhibit 5).

 24.         Power of Attorney (included on page II-4).

 99.         Nonqualified Stock Option Agreement under the Community Bancshares,
             Inc. 1996 Stock Option Plan For Directors





                                          <PAGE>
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As filed with the Securities and Exchange Commission on June 25,1997.
                                                  Registration No.333-
                        SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D.C.  20549
                                             ____________________

                                                   FORM S-8
                                            REGISTRATION STATEMENT
                                                     UNDER
                                          THE SECURITIES ACT OF 1933
                                             ____________________

                                     COMMUNITY BANCSHARES, INC.
                    (Exact name of registrant as specified in its charter)
              Delaware                                         63-0868361
         (State or other juris-                           (I.R.S. Employer
        diction of incorporation                         Identification No.)
            or organization)

           Main Street
         P.O. Box 1000
        Blountsville, Alabama                                    35031
(Address of Principal Executive Offices)                      (Zip Code)
                              ____________________

                     Nonqualified Stock Option Agreements under the
           Community Bancshares, Inc. 1996 Stock Option Plan For Directors
                               (Full title of the Plan)

                                                     Copies To:

     Bishop K. Walker, Jr.                      Kevin D. Norwood, Esq.
   Community Bancshares, Inc.              Waller Lansden Dortch & Davis,   
   Main Street, P.O. Box 1000          A Professional Limited Liability Company
  Blountsville, Alabama  35031              511 Union Street, Suite 2100
 (Name and address of agent for service)    Nashville,  Tennessee  37219
         
   
      
         (205) 429-1000
      (Telephone number,
       including area code,
       of agent for service)

                       CALCULATION OF REGISTRATION FEE

  Title of                     Proposed maximum     Proposed maximum  Amount
 securities to  Amount to be  offering price per  aggregate offering    of
 be registered  registered        share                price       registration
                                                                       fee

Common stock, par
value $0.10 per  135,000 shares    $20 (1)          $2,700,000          $819
  share 
  TOTAL          135,000 shares                     $2,700,000          $819

(1)   Based upon the exercise price under the plan.
PROSPECTUS

                             135,000 Shares

                       COMMUNITY BANCSHARES, INC.

                              Common Stock

 This  Reoffer  Prospectus  ("Prospectus")  has  been  prepared  for  use by 
certain affiliates ("Selling Stockholders")  of  Community  Bancshares, Inc. 
(the "Company") in connection with the resale of up to 135,000 shares  of  the  
Company's common stock, $.10 par value per share (the "Common Stock"), which may
be issued to such  Selling  Stockholders  pursuant  to Nonqualified Stock Option
Agreements under the Community Bancshares, Inc. 1996 Stock Option Plan for 
Directors (the "Plan").  See "Selling Stockholders."

  None  of  the proceeds from the resale of the shares by the Selling 
Stockholders will be received by the Company.    The Company will bear all 
expenses (other than underwriting discounts and selling commissions, and fees  
and  expenses  of  counsel  and  other  advisors  to  the  Selling Stockholders)
in connection with the registration of the shares of Common Stock being offered 
by the Selling Stockholders.

                                                                       

           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
              BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                   ADEQUACY OF THIS PROSPECTUS.  ANY REPRE-
                        SENTATION TO THE CONTRARY IS
                              A CRIMINAL OFFENSE.

                                                                       

                   THE SHARES OF COMMON STOCK OFFERED HEREBY
                ARE NOT SAVINGS ACCOUNTS AND ARE NOT INSURED BY 
                   THE FEDERAL DEPOSIT INSURANCE CORPORATION.

                                                                       

                  The date of this Prospectus is June 25, 1997.
AVAILABLE INFORMATION

   The Company has filed a Registration Statement (the "Registration Statement")
on Form S-8, including any amendments  thereto, with the Securities and Exchange
Commission (the "Commission") with respect to the Common Stock. This  Prospectus
does not contain all of the information set forth in the Registration Statement
and the  exhibits  and  schedules  thereto.    Statements  contained  in this 
Prospectus as to the contents of any contract  or other document referred to are
not necessarily complete and in each instance reference is made to the  copy  of
such  contract  or  other  document  filed  as  an  exhibit to the Registration 
Statement or as previously  filed  with  the  Commission  and  incorporated 
herein by reference.  For further information with respect  to  the  Company and
the Common Stock, reference is made to the Registration Statement, exhibits and
schedules. A  copy  of  the  Registration  Statement  may  be  inspected  by  
anyone without charge at the Commission's  principal  office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and copies of  all or any part 
thereof may be obtained from the Commission upon payment of certain fees 
prescribed by the Commission.

  The  Company  is  subject to the informational requirements of the Securities 
Exchange Act of 1934, as amended  (the  "Exchange  Act"),  and  in  accordance  
therewith  files  reports,  proxy  statements and other information  with  the  
Commission.  Such reports, proxy statements and other information filed by the 
Company can  be  inspected  and  copied at the public reference facilities 
maintained by the Commission, at Room 1024, Judiciary  Plaza, 450 Fifth Street, 
N.W., Washington, D.C. 20549, as well as the following Commission Regional 
Offices:  New  York  Regional  Office, 7 World Trade Center, Suite 1300, 
New York, New York 10048; and Chicago Regional  Office,  500  West Madison 
Street, Suite 1400, Chicago, Illinois 60601-2511.  Copies can be obtained by  
mail  at prescribed rates.  Requests should be directed to the Commission's 
Public Reference Section, Room 1024,  Judiciary  Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission maintains an Internet web  site  at 
http://www.sec.gov that contains reports, proxy and information statements and 
other information regarding registrants that file electronically with the 
Commission.

                DOCUMENTS INCORPORATED BY REFERENCE

  The  following  documents  filed  with  the  Commission  by the Company 
pursuant to the Exchange Act are incorporated  by  reference  into  this  
Prospectus: (i) the Company's Annual Report on Form 10-K for the year ended  
December  31,  1996;  (ii) the Company's Quarterly Report on Form 10-Q for the 
three months ended March 31,  1997;  and (iii) the description of the Common 
Stock contained in the Company's Registration Statement on Form 8-A.
 
  All  documents  filed  by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent  to  the  date  of  this  Prospectus  shall
be  deemed  to  be incorporated by reference into this Prospectus.    Any  
statement  contained herein, or in a document incorporated or deemed to be 
incorporated by reference  herein,  shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that  a  statement  contained  
herein  or  in any subsequently filed document which also is or is deemed to be
incorporated  by  reference  herein, modifies or supersedes such statement.  Any
such statement so modified or superseded shall not be deemed, except as so 
modified or superseded, to constitute a part of this Prospectus.

  This  Prospectus  incorporates  documents  by  reference  which  are  not  
presented herein or delivered herewith. A copy of these  documents is available,
without charge, upon written or oral request from the Company.Requests  should  
be directed to Paul W. Williams, Chief Accounting Officer, Community Bancshares,
Inc., Main Street, P.O. Box 1000, Blountsville, Alabama 35031, or at 
(205) 429-1000. 

                                            2
TABLE OF CONTENTS

                                                                   Page      

AVAILABLE   INFORMATION                        . . . . . . . . . . . . 2

DOCUMENTS INCORPORATED BY REFERENCE                                    2

THE COMPANY                                                            4

USE OF PROCEEDS                                                        4

SELLING STOCKHOLDERS                                                   4

PLAN OF DISTRIBUTION                                                   5

LEGAL MATTERS                                                          5

EXPERTS                                                                6
 

NO  DEALER,  SALESMAN  OR  ANY  OTHER  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  
IN  THIS  PROSPECTUS  IN  CONNECTION  WITH THE OFFERING HEREIN CONTAINED  AND,  
IF  GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON 
AS HAVING BEEN AUTHORIZED  BY THE COMPANY OR THE SELLING STOCKHOLDERS.  THIS 
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR  A  SOLICITATION  OF  ANY  
OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM  IT  IS  UNLAWFUL TO MAKE AN OFFER OR SOLICITATION.  NEITHER THE DELIVERY 
OF THIS PROSPECTUS NOR ANY SALE MADE  HEREUNDER  SHALL,UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS  OF  THE  
COMPANY  SINCE THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS 
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                                            3
PROSPECTUS SUMMARY

The  following  is  qualified  in  its entirety by the more detailed information
in this Prospectus and in the documents  and financial statements, including the
notes thereto, incorporated herein by reference, and should be  read together 
therewith.  Unless otherwise specified, all information in this Prospectus has 
been adjusted to  reflect  a  three-for-one split of the Common Stock effected 
in the form of a stock dividend as of June 1, 1993. Unless  the  context  
otherwise  indicates,  the "Company" refers to and includes the Company and its 
direct and indirect subsidiaries.

                              The Company

   Community  Bancshares,  Inc.  (the "Company") is a Delaware corporation and a
bank holding  company  registered  with the Board of Governors of the Federal 
Reserve System under the Bank Holding Company  Act  of  1956,  as amended.  The 
Company was organized in 1983 and commenced operations in 1985.  The Company has
two operating bank subsidiaries, Community Bank, an Alabama banking corporation,
and Community Bank,  a  Tennessee  banking  corporation,  which  conduct  a  
general commercial banking business in northern Alabama and  southern Tennessee.
The majority of loans by the Company are to individuals and small to mid-sized 
businesses in Alabama and Tennessee. 

   The  Company,  as  of  the date of this prospectus, operates through a total 
of 23 bank  offices  located  in  Blount,  DeKalb,  Lauderdale,  Limestone, 
Madison, Marshall and Morgan Counties in Alabama and Giles County in Tennessee.
At December 31, 1996, the Company had approximately $454 million in assets.  

   The  Company  operates  a  real  estate  appraisal business through it 
subsidiary, Community  Appraisals, Inc., and, through its subsidiary, Community 
Insurance Corp., serves as an agent in the sale  of title, life, automobile,  
homeowners  and  farmowners insurance policies, which are offered at the 
Company's bank locations by employees of the Company who are licensed as 
insurance agents.  

                                   USE OF PROCEEDS

   The  Company  will  not  receive  any proceeds from the resale of shares of 
Common Stock by the Selling Stockholders.

                                SELLING STOCKHOLDERS

   The  Company  intends  to  issue  a total of 135,000 shares of Common Stock 
to the individuals  identified  below, each of whom is a member or former member
of the Company's Board of Directors, in  connection  with  the  exercise by such
individuals of stock options granted to them under the Plan.  The expenses  of  
such  issuance, other than the exercise price of such options, will be borne by 
the Company.  No commissions,  discounts, concessions or other compensation will
be paid to any underwriter or broker-dealer in connection with such issuance.  

                                     4
This Prospectus may be used by the following Selling Stockholders, each of 
whom may be considered an "affiliate" of the Company within the meaning of the
Securities Act of 1933, in connection with the resale of up to 135,000 shares of
Common Stock:

                 Selling Stockholder               Number of Shares

                  Kennon R. Patterson, Sr.               26,000

                  Bishop K. Walker, Jr.                  18,000

                  Denny Kelly                            11,000

                  Loy McGruder                            9,000
                            
                  Hodge Patterson, III                   10,000

                  R.C. Corr, Jr.                         11,000

                  C.K. Copeland                          10,000

                  Jon M. Owings                           3,000

                  Merritt Robbins                         9,000

                  R. Wayne Washam                        10,000

                  Glynn Debter                            9,000 

                  Robert O. Summerford, Jr.               9,000

                          PLAN OF DISTRIBUTION

    The  shares  may  be  offered  by  the  Selling  Stockholders from time to 
time in negotiated  transactions,  through  the  writing  of options on the 
shares or a combination of such methods of sale, at  prices  related to 
prevailing market prices or at negotiated prices.  The Selling Stockholders may
effect such transactions  by  selling  the  shares  to or through broker-dealers
and such broker-dealers may receive  compensation  in  the  form  of  discounts,
concessions or commissions from the Selling Stockholders and/or  the  purchasers
of the shares for which such broker-dealers may act as agent or to whom they 
sell as principal  or  both  (which  compensation  as  to  a  particular 
broker-dealer might be in excess of customary commissions).

                               LEGAL MATTERS

  The  validity of the shares of the Common Stock offered hereby will be passed 
upon for  the  Company  by  Waller  Lansden  Dortch  &  Davis, A Professional 
Limited Liability Company, Nashville, Tennessee.

                                   {page 5}
                                           
                                  EXPERTS

  The  audited  financial  statements  of  the  Company  have  been  included in
the Company's  Annual Report on  Form  10-K  for  the  year  ended December 31,
1996, and incorporated herein by reference,  in  reliance  upon  the report of 
Dudley, Hopton-Jones, Sims & Freeman PLLP, independent certified public 
accountants, and upon the authority of said firm as experts in accounting and 
auditing.

                                        6
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.    Incorporation of Documents By Reference.

         The  following documents filed with the Commission by the Company are 
incorporated herein by reference as of the dates thereof:

         (1)  the  Company's  Annual  Report  on  Form 10-K for the year ended 
              December 31, 1996;   
         (2)  the  Company's Quarterly Report on Form 10-Q for the three months 
              ended March 31, 1997; and     
         (3)  the  description  of the Common Stock contained in the Company's 
              Registration Statement on Form 8-A.

   All documents subsequently filed by the Company pursuant to Sections 13(a), 
13(c),14 and  15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities  offered  have been sold or which 
deregisters all securities then remaining unsold, shall be deemed to  be  
incorporated  by  reference  into this registration statement and to be a part 
hereof from the date of filing of such documents.

    Any  statements  contained in a document incorporated by reference herein 
shall be deemed  to be  modified or superseded for purposes hereof to the extent
that a statement contained herein (or in  any  other  subsequently  filed  
document  which  is  also  incorporated  by reference herein) modifies or 
supersedes  such  statement. Any statement so modified or superseded shall not 
be deemed to constitute part hereof except as so modified or superseded.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

    The  Company's  Bylaws  contain  provisions similar to those of Section 145 
of the General  Corporation  Law  of  the  State  of  Delaware,  and authorize 
the Company to indemnify its officers, directors,  employees  and  agents  to  
the  full  extent  permitted  by  law.  The Company has directors' and officers'
liability  and  indemnification insurance pursuant to standard form policies.  
The risks covered by such policies may include certain liabilities under the 
securities laws.

    Insofar as indemnification for liabilities arising under the Securities Act 
may be permitted  pursuant to the foregoing provisions to directors, officers or
persons controlling the Company, the Company  has  been  informed  that  in  the
opinion of the Commission, such indemnification is against public policy as 
expressed in the Securities Act and is therefore unenforceable.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

                                      II-1
Item 8.   Exhibits.

    5.    Opinion  of  Waller  Lansden  Dortch & Davis, A  Professional Limited 
          Liability Company.

23(a).    Consent of Dudley, Hopton-Jones, Sims & Freeman PLLP.

23(b).    Consent of Waller Lansden Dortch & Davis, A Professional Limited 
          Liability Company (included in opinion filed as Exhibit 5).

   24.    Power of Attorney (included on page II-4).

   99.    Nonqualified  Stock Option Agreement under the Community Bancshares, 
          Inc. 1996 Stock Option Plan For Directors
 
Item 9.   Undertakings.

(a)  The undersigned registrant hereby undertakes:

      (1)  To file, during any period in which offers or sales are being made, a
           post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

         (ii)  To  reflect in the prospectus any facts or  events  arising after
               the effective date of the  registration statement (or the most 
               recent post-effective amendment   thereof)   which, individually
               or  in the aggregate, represent a fundamental   change  in  the  
               information  set forth in the registration  statement. Notwith-
               standing  the foregoing, any increase or decrease  in  volume  of
               securities offered (if the  total  dollar  value of securities 
               offered would  not  exceed  that  which was registered) and  any 
               deviation from the low and high end of the  estimated  maximum  
               offering  range may be reflected  in the form of prospectus filed
               with the  Commission pursuant to Rule 424(b) under the Securities
               Act  if, in the aggregate, the changes  in  volume and price 
               represent no more than  a  20%  change  in  the maximum aggregate
               offering  price  set  forth in the "Calculation of  Registration 
               Fee"  table  in the effective Registration Statement;

      (iii)    To  include  any  material information with  respect to  the plan
               of distribution not  previously  disclosed  in  the  registration
               statement   or  any  material  change  to  such information in 
               the registration statement.

                                                  II-2
Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the Registration Statement is on Form  S-3,  Form  S-8 or Form F-3 and the 
information required to be included in a post-effective amendment by those  
paragraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant  to  Section  13  or  Section  15(d)  
of  the  Exchange Act that are incorporated by reference in the Registration 
Statement.

  (2)   That, for the purposes of determining any liability under the Securities
        Act, each such post-effective  amendment shall be deemed to be a new 
        registration statement relating to the  securities  offered  therein, 
        and the offering of such securities at that time shall be deemed to be 
        the initial bona fide offering thereof.

  (3)   To remove from registration by means of a post-effective amendment any 
        of the securities being registered which remain unsold at the 
        termination of the offering.

(b)    The  undersigned  registrant  undertakes  that,  for  purposes  of  
determining any liability under the Securities  Act,  each  filing of the 
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the  Exchange  Act (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to Section  15(d)  of  the Exchange Act) that is 
incorporated by reference in the registration statement shall be deemed  to  be 
a  new  registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

(c)    Insofar  as  indemnification  for  liabilities  arising  under  the  
Securities Act may be permitted to directors,  officers  and  controlling  
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that in the opinion of the Commission such 
indemnification is against  public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim  for  indemnification  
against such liabilities (other than the payment by the registrant of expenses
incurred or  paid by a director, officer or controlling person of the registrant
in the successful defense of any  action,  suit  or  proceeding)  is asserted by
such director, officer or controlling person in connection with  the  securities
being  registered, the registrant will, unless in the opinion of its counsel the
matter has  been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                                II-3
SIGNATURES

  Pursuant  to the requirements of the Securities Act of 1933, the Registrant 
certifies that it  has  reasonable  grounds  to  believe  that  it meets all 
requirements for filing on Form S-8 and has duly caused  this  Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Blountsville, State of Alabama, on June 25, 1997.

                                      COMMUNITY BANCSHARES, INC.

                                    By:   /s/ Kennon R. Patterson, Sr.        
  
                                          Kennon R. Patterson, Sr.
                                          Chairman and Chief Executive Officer

   KNOW ALL MEN BY THESE PRESENTS,that each person whose signature appears below
constitutes and  appoints Kennon  R.  Patterson,  Sr. and Bishop K. Walker, Jr.,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and  all 
capacities, to sign any and all amendments to this registration statement, and 
to file the same, with all exhibits  thereto,  and  other  documents  in  
connection  therewith  with  the  Securities  and Exchange Commission,  granting
unto said attorney-in-fact and agent full power and authority to do and perform 
each and every  act and thing requisite and necessary to be done in and about 
the premises, as fully and to all intents and  purposes as he might or could do 
in person hereby ratifying and confirming all that said attorney-in-fact and 
agent, or his substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.

   Pursuant  to  the  requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.

 /s/ Kennon R. Patterson, Sr.     Chairman, Chief Executive    June 25, 1997
Kennon R. Patterson, Sr.          Officer and Director (Principal
                                  Executive Officer)

 /s/ Paul W. Williams             Chief Accounting Officer,    June 25, 1997
Paul W. Williams                  (Principal Financial 
                                   and Accounting Officer)

 /s/ C.K. Copeland                Director                     June 25, 1997
C.K. Copeland                                      

 /s/ Bryan A.Corr                 Director                     June 25, 1997
Bryan A. Corr

 /s/ R.C. Corr, Jr.               Director                     June 25, 1997
R.C. Corr, Jr.

 /s/ Glynn Debtor                 Director                     June 25, 1997
Glynn Debtor

 /s/ Edward Ferguson              Director                     June 25, 1997
Edward Ferguson

 /s/ Denny Kelly                  Director                     June 25, 1997
Denny Kelly           

                                      II-4
/s/ John J. Lewis, Jr.           Director                     June 25, 1997
John J. Lewis, Jr.

 /s/ Stacey W. Mann               Director                     June 25, 1997
Stacey W. Mann

/s/ Loy McGruder                  Director                     June 25, 1997
Loy McGruder

 /s/ Hodge Patterson III          Director                     June 25, 1997
Hodge Patterson III

 /s/ Kennon R. Patterson, Jr.     Director                     June 25, 1997
Hodge Patterson III

 /s/ Merritt Robbins              Director                     June 25, 1997
Merritt Robbins

 /s/ Robert O. Summerford         Director                     June 25, 1997
Robert O. Summerford

 /s/ Wayne Washam                 Director                     June 25, 1997
Wayne Washam

 /s/ Bishop K. Walker, Jr.        Director                     June 25, 1997
Bishop K. Walker, Jr.

                                        II-5
EXHIBIT INDEX

       EXHIBIT

 5.          Opinion of Waller Lansden Dortch & Davis, A Professional 
             Limited Liability Company.

 23(a).      Consent of Dudley, Hopton-Jones, Sims & Freeman PLLP

 23(b).      Consent of Waller Lansden Dortch & Davis, A Professional 
             Limited Liability Company (included in opinion filed as Exhibit 5).

 24.         Power of Attorney (included on page II-4).

 99.         Nonqualified Stock Option Agreement under the Community Bancshares,
             Inc. 1996 Stock Option Plan For Directors