As filed with the Securities and Exchange Commission on February 12, 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)
                            ____________________

                 COMMUNITY BANK DIRECTORS POLICY FOR CITY 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

               1013DB69
                 13023905<PAGE>




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

Common stock, par
 value $0.10 per  40,000 shares        $20 (1)        $800,000      $243    
    share                         
     TOTAL        40,000 shares                       $800,000      $243    
                                                                  

(1)   Determined  solely by the Board of Directors of the Registrant, based 
      primarily on a recent valuation of the Registrant's Common Stock by an
      independent investment banking firm for purposes of the Registrant's
      employee stock ownership plan.

                                             <PAGE>





PROSPECTUS


                              40,000 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 an aggregate  of  
40,000  shares  of  the  Company's common stock, $.10 par value per share (the 
"Common Stock"), which  may be issued to such Selling Stockholders under the 
Company's Directors Policy For City Directors (the "Plan").  See "Selling 
Stockholders."

  This  Prospectus  may  only  be  used  in  conjunction with a Supplement which
contains the names of the Selling Stockholders and the number of shares of 
Common Stock to be reoffered by them. 

  None of the  proceeds  from the sale 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 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 February 12, 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
and any accompanying Supplement do 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:

(1)the Company's Annual Report on Form 10-K for the year ended December 31,1995;

(2)the Company's Quarterly Report on Form 10-Q for the three months ended March 
      31, 1996; 

(3)the Company's Quarterly Report on Form 10-Q for the three months ended June 
      30, 1996; 

(4)the Company's Quarterly Report on Form 10-Q for the three months ended 
      September 30,1996; and 

(5)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.


                                  2<PAGE>








      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. at Main Street, P.O. Box 1000, Blountsville, Alabama 
35031, or at (205) 429-1000. 



                  _______________________________

      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>




                      TABLE OF CONTENTS

                                                                               

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

DOCUMENTS INCORPORATED BY REFERENCE  . . . . . . . . . . . . . . . . . .2  

THE COMPANY                                                             5

USE OF PROCEEDS                                                         5

SELLING STOCKHOLDERS                                                    5

PLAN OF DISTRIBUTION                                                    6

LEGAL MATTERS                                                           6

EXPERTS                                                                 6

                                           4<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, 
Marion, Marshall, Perry, Morgan and Winston  Counties  in  Alabama  and  Giles  
County  in  Tennessee.    At  September  30, 1996, the Company had approximately
$441 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 sale of shares of Common 
Stock by the Selling Stockholders.

                   SELLING STOCKHOLDERS

  The  issuance of shares of Common Stock granted under the Plan has been 
registered under  the  Securities  Act  of  1933  (the  "Securities  Act") by a 
Registration Statement on Form S-8.  This Prospectus  is  to  be used by persons
who may be considered "affiliates" of the Company within the meaning of the 
Securities Act in connection with any resales of such Common Stock.

   At the date of this Prospectus,the Company does not know the names of persons
who intend  to  resell  shares  of  Common  Stock  granted  under the Plan.  The
Selling Stockholders will be city directors  of the Company's banks.  Each of 
these persons may be considered "affiliates" of the Company within the  meaning 
of the Securities Act.  The Company will supplement the Prospectus with the 
names of the Selling Stockholders  and  the  amount  of  shares of Common Stock 
to be reoffered by them as that information becomes known.

                                             5<PAGE>




                   PLAN OF DISTRIBUTION

  The  shares  may  be  offered  by  the  Selling  Shareholders 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 Shareholders 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 Shareholders 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.


                           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,
1995, 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, 1995; 

       (2)    the  Company's  Quarterly  Report  on Form 10-K for the quarter 
              ended March 31, 1996; 

       (3)    the  Company's  Annual  Report  on Form 10-K for the quarter ended
              June 30, 1996; 

       (4)    the  Company's  Annual  Report on Form 10-K for the quarter ended 
              September 30, 1996; and          

       (5)    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.

                                         II-1<PAGE>




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.

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.       Community Bank Directors Policy For City 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. Notwithstanding  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 
 
                                               II-2<PAGE>




                  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.

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 February 12, 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     February 12, 1997
Kennon R. Patterson, Sr.       Officer and Director (Principal
                                    Executive Officer)

 /s/ Paul W. Williams          Chief Accounting Officer,      February 12, 1997
Paul W. Williams               (Principal Financial and 
                                Accounting Officer)

 /s/ C.K. Copeland             Director                       February 12,1997
C.K. Copeland

 /s/ Bryan A.Corr              Director                       February 12,1997
Bryan A. Corr

/s/ R.C. Corr, Jr.             Director                       February 12,1997
R.C. Corr, Jr.

/s/ Glynn Debtor               Director                       February 12,1997
Glynn Debtor

/s/ Edward E. Ferguson         Director                       February 12, 1997
Edward E. Ferguson

 /s/ Denny Kelly               Director                       February  12,1997
Denny Kelly           

                                              II-4<PAGE>







/s/ John J. Lewis, Jr.         Director                   February 12, 1997
John J. Lewis, Jr.

 /s/ Stacey W. Mann            Director                   February 12,1997
Stacey W. Mann

 /s/ Loy McGruder              Director                   February 12,1997
Loy McGruder

 /s/ Jon M. Owings             Director                   February 12,1997
Jon M. Owings    

 /s/ Hodge Patterson III       Director                   February 12,1997
Hodge Patterson III

 /s/ Kennon R. Patterson, Jr.  Director                   February 12,1997
Kennon R. Patterson, Jr.

 /s/ Merritt Robbins           Director                   February 12,1997
Merritt Robbins

 /s/ Robert O. Summerford      Director                   February 12,1997
Robert O. Summerford

 /s/ Bishop K. Walker, Jr.     Director                   February 12, 1997
Bishop K. Walker, Jr.    

 /s/ Wayne Washam              Director                   February 12, 1997
Wayne Washam

                                                 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.     Community Bank Directors Policy For City Directors.


                                   II-4<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28977}]
{"company-data": {"conformed-name": "COMMUNITY BANCSHARES INC /DE/", "cik": "0000752195", "assigned-sic": "6022", "irs-number": "630868361", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21629", "film-number": "97526690"}, "business-address": {"street1": "MAIN ST P O BOX 1000", "city": "BLOUNTSVILLE", "state": "AL", "zip": "35031", "phone": "2054291000"}, "mail-address": {"street1": "MAIN STREET PO BOX 1000", "city": "BLOUNTSVILLE", "state": "AL", "zip": "35031"}, "former-company": {"former-conformed-name": "BLOUNTSVILLE BANCSHARES INC", "date-changed": "19860602"}}
As filed with the Securities and Exchange Commission on February 12, 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)
                            ____________________

                 COMMUNITY BANK DIRECTORS POLICY FOR CITY 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

               1013DB69
                 13023905
Proposed  
     Title of                   Proposed maximum      maximum
  securities to   Amount to be  offering price per   aggregate    Amount of
  be registered    registered         share           offering   registration
                                                       price         fee

Common stock, par
 value $0.10 per  40,000 shares        $20 (1)        $800,000      $243    
    share                         
     TOTAL        40,000 shares                       $800,000      $243    
                                                                  

(1)   Determined  solely by the Board of Directors of the Registrant, based 
      primarily on a recent valuation of the Registrant's Common Stock by an
      independent investment banking firm for purposes of the Registrant's
      employee stock ownership plan.
PROSPECTUS

                              40,000 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 an aggregate  of  
40,000  shares  of  the  Company's common stock, $.10 par value per share (the 
"Common Stock"), which  may be issued to such Selling Stockholders under the 
Company's Directors Policy For City Directors (the "Plan").  See "Selling 
Stockholders."

  This  Prospectus  may  only  be  used  in  conjunction with a Supplement which
contains the names of the Selling Stockholders and the number of shares of 
Common Stock to be reoffered by them. 

  None of the  proceeds  from the sale 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 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 February 12, 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
and any accompanying Supplement do 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:

(1)the Company's Annual Report on Form 10-K for the year ended December 31,1995;

(2)the Company's Quarterly Report on Form 10-Q for the three months ended March 
      31, 1996; 

(3)the Company's Quarterly Report on Form 10-Q for the three months ended June 
      30, 1996; 

(4)the Company's Quarterly Report on Form 10-Q for the three months ended 
      September 30,1996; and 

(5)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.

                                  2
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. at Main Street, P.O. Box 1000, Blountsville, Alabama 
35031, or at (205) 429-1000. 

                  _______________________________

      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
TABLE OF CONTENTS

                                                                               

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

DOCUMENTS INCORPORATED BY REFERENCE  . . . . . . . . . . . . . . . . . .2  

THE COMPANY                                                             5

USE OF PROCEEDS                                                         5

SELLING STOCKHOLDERS                                                    5

PLAN OF DISTRIBUTION                                                    6

LEGAL MATTERS                                                           6

EXPERTS                                                                 6

                                           4
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, 
Marion, Marshall, Perry, Morgan and Winston  Counties  in  Alabama  and  Giles  
County  in  Tennessee.    At  September  30, 1996, the Company had approximately
$441 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 sale of shares of Common 
Stock by the Selling Stockholders.

                   SELLING STOCKHOLDERS

  The  issuance of shares of Common Stock granted under the Plan has been 
registered under  the  Securities  Act  of  1933  (the  "Securities  Act") by a 
Registration Statement on Form S-8.  This Prospectus  is  to  be used by persons
who may be considered "affiliates" of the Company within the meaning of the 
Securities Act in connection with any resales of such Common Stock.

   At the date of this Prospectus,the Company does not know the names of persons
who intend  to  resell  shares  of  Common  Stock  granted  under the Plan.  The
Selling Stockholders will be city directors  of the Company's banks.  Each of 
these persons may be considered "affiliates" of the Company within the  meaning 
of the Securities Act.  The Company will supplement the Prospectus with the 
names of the Selling Stockholders  and  the  amount  of  shares of Common Stock 
to be reoffered by them as that information becomes known.

                                             5
PLAN OF DISTRIBUTION

  The  shares  may  be  offered  by  the  Selling  Shareholders 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 Shareholders 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 Shareholders 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.

                           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,
1995, 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, 1995; 

       (2)    the  Company's  Quarterly  Report  on Form 10-K for the quarter 
              ended March 31, 1996; 

       (3)    the  Company's  Annual  Report  on Form 10-K for the quarter ended
              June 30, 1996; 

       (4)    the  Company's  Annual  Report on Form 10-K for the quarter ended 
              September 30, 1996; and          

       (5)    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.

                                         II-1
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.

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.       Community Bank Directors Policy For City 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. Notwithstanding  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 
 
                                               II-2
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.

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 February 12, 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     February 12, 1997
Kennon R. Patterson, Sr.       Officer and Director (Principal
                                    Executive Officer)

 /s/ Paul W. Williams          Chief Accounting Officer,      February 12, 1997
Paul W. Williams               (Principal Financial and 
                                Accounting Officer)

 /s/ C.K. Copeland             Director                       February 12,1997
C.K. Copeland

 /s/ Bryan A.Corr              Director                       February 12,1997
Bryan A. Corr

/s/ R.C. Corr, Jr.             Director                       February 12,1997
R.C. Corr, Jr.

/s/ Glynn Debtor               Director                       February 12,1997
Glynn Debtor

/s/ Edward E. Ferguson         Director                       February 12, 1997
Edward E. Ferguson

 /s/ Denny Kelly               Director                       February  12,1997
Denny Kelly           

                                              II-4
/s/ John J. Lewis, Jr.         Director                   February 12, 1997
John J. Lewis, Jr.

 /s/ Stacey W. Mann            Director                   February 12,1997
Stacey W. Mann

 /s/ Loy McGruder              Director                   February 12,1997
Loy McGruder

 /s/ Jon M. Owings             Director                   February 12,1997
Jon M. Owings    

 /s/ Hodge Patterson III       Director                   February 12,1997
Hodge Patterson III

 /s/ Kennon R. Patterson, Jr.  Director                   February 12,1997
Kennon R. Patterson, Jr.

 /s/ Merritt Robbins           Director                   February 12,1997
Merritt Robbins

 /s/ Robert O. Summerford      Director                   February 12,1997
Robert O. Summerford

 /s/ Bishop K. Walker, Jr.     Director                   February 12, 1997
Bishop K. Walker, Jr.    

 /s/ Wayne Washam              Director                   February 12, 1997
Wayne Washam

                                                 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.     Community Bank Directors Policy For City Directors.

                                   II-4