Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


          South Carolina                                         57-0966962
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

               791 Broughton St., Orangeburg, South Carolina 29115
              (Address of principal executive offices and zip code)

                           COMMUNITY BANKSHARES, INC.
                             1997 STOCK OPTION PLAN
                              (Full title of Plan)


           William W. Traynham                   Copies to:
       Community Bankshares, Inc.                George S. King, Jr., Esquire
              President and                      Suzanne Hulst Clawson, Esquire
         Chief Financial Officer                 Haynsworth Sinkler Boyd, P.A.
           791 Broughton Steet                   1426 Main Street, Suite 1200
    Orangeburg, South Carolina 29115             Columbia, South Carolina 29201
(Name and address of agent for service)
                                                         (803) 779-3080
             (803) 535-1060
      (Telephone number, including
    area code, of agent for service)

<TABLE>
<CAPTION>

                                          Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                         <C>                     <C>                         <C>
     Common Stock,
     no par value             300,000 shares              $17.45                  $5,235,000.00               $663.27

--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  based on the
    average of the high and low  trading  prices of the shares  reported  by the
    American Stock Exchange on August 5, 2004.
                                                         Exhibit Index on page 6


<PAGE>



                                     PART I

         This   registration   statement  relates  to  registration  of  300,000
additional  shares of common stock,  which are reserved for issuance pursuant to
the Registrant's 1997 Stock Option Plan.  Registraton statements have previously
been  filed  with  respect  to other  shares of the  Registrant's  common  stock
reserved  for issuance  under the same stock  option plan.  The contents of such
earlier registration statements,  File No. 333-29951,  filed June 25, 1997, File
No. 333-78867,  filed May 20, 1999, and File No. 333-63598, filed June 22, 2001,
are hereby incorporated by reference herein.

Item 8.  Exhibits.

          4       Community  Bankshares, Inc. Amended 1997 Stock Option Plan

          5       Opinion of Haynsworth Sinkler Boyd, P.A.

         23.1     Consent of J. W. Hunt and Company, L.L.P.

         23.2     Consent of Haynsworth  Sinkler Boyd, P.A. (included in Exhibit
                  5).

         24       Power of Attorney (on signature page)

                                       2

<PAGE>


                                   SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the 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 Orangeburg, State of South Carolina on July 26, 2004.

                               Community Bankshares, Inc

                                    s/E. J. Ayers, Jr.
                               By:----------------------------------------------
                                    E. J. Ayers, Jr.
                                    Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on July 26, 2004.

                                    s/William W. Traynham
                               By:----------------------------------------------
                                    William W. Traynham
                                    President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)

                                        3

<PAGE>
                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints E. J.  Ayers,  Jr.,  and William W.  Traynham,
jointly and severally,  his true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign this  Registration  Statement and
any and all  amendments to this  Registration  Statement,  and to file the same,
with all exhibits thereto, and other documentation in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may 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 indicated on July 26, 2004.

s/E. J. Ayers, Jr.
--------------------------------
E. J. Ayers, Jr.                                      Chief Executive Officer,
                                                      Chairman of the Board of
s/Keith W. Buckhouse                                  Directors
--------------------------------
Keith W. Buckhouse                                    Director

s/Alvis J. Bynum
--------------------------------
Alvis J. Bynum                                        Director

s/Martha Rose C. Carson
--------------------------------
Martha Rose C. Carson                                 Director

s/Anna O. Dantzler
--------------------------------
Anna O. Dantzler                                      Director

s/A. Wade Douroux
--------------------------------
A. Wade Douroux                                       Director

s/Thomas B. Edmunds
--------------------------------
Thomas B. Edmunds                                     Director

s/J. M. Guthrie
--------------------------------
J. M. Guthrie                                         Director

s/William A. Harwell
--------------------------------
William A. Harwell                                    Director

s/Richard L. Havekost
--------------------------------
Richard L. Havekost                                   Director


--------------------------------
Phil P. Leventis                                      Director

s/J. V. Nicholson, Jr
--------------------------------
J. V. Nicholson, Jr.                                  Director

s/Robert B. Smith
--------------------------------
Robert B. Smith                                       Director

s/Samuel F. Reid, Jr.
--------------------------------
Samuel F. Reid, Jr.                                   Director


                                        4
<PAGE>

s/William W. Traynham
--------------------------------
William W. Traynham                                   President, Chief Financial
                                                      Officer, Director

s/J. Otto Warren, Jr
--------------------------------
J. Otto Warren, Jr.                                   Director


--------------------------------
Wm. Reynolds Williams                                 Director

s/Michael A. Wolfe
--------------------------------
Michael A. Wolfe                                      Director
























                                       5
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT

4        Community  Bankshares,  Inc. Amended  1997 Stock  Option Plan

5        Opinion of Haynsworth Sinkler Boyd, P.A.

23.1     Consent of J. W. Hunt and Company, L.L.P.

23.2     Consent of Haynsworth Sinkler Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney (on signature page)






















                                       6
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{"company-data": {"conformed-name": "COMMUNITY BANKSHARES INC /SC/", "cik": "0000894508", "assigned-sic": "6022", "irs-number": "570966962", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118119", "film-number": "04966814"}, "business-address": {"street1": "P O BOX 2086", "city": "ORANGEBURG", "state": "SC", "zip": "29116-2086", "phone": "8035351060"}, "mail-address": {"street1": "P O BOX 2086", "city": "ORANGEBURG", "state": "SC", "zip": "29116-2086"}}
Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

          South Carolina                                         57-0966962
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

               791 Broughton St., Orangeburg, South Carolina 29115
              (Address of principal executive offices and zip code)

                           COMMUNITY BANKSHARES, INC.
                             1997 STOCK OPTION PLAN
                              (Full title of Plan)

           William W. Traynham                   Copies to:
       Community Bankshares, Inc.                George S. King, Jr., Esquire
              President and                      Suzanne Hulst Clawson, Esquire
         Chief Financial Officer                 Haynsworth Sinkler Boyd, P.A.
           791 Broughton Steet                   1426 Main Street, Suite 1200
    Orangeburg, South Carolina 29115             Columbia, South Carolina 29201
(Name and address of agent for service)
                                                         (803) 779-3080
             (803) 535-1060
      (Telephone number, including
    area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock,
     no par value             300,000 shares              $17.45                  $5,235,000.00               $663.27

--------------------------------------------------------------------------------------------------------------------------------
(1) This  registration  statement  also  covers  such  indeterminable  number of
    additional shares as may become issuable to prevent dilution in the event of
    stock splits, stock dividends or similar transactions  pursuant to the terms
    of the Plan.

(2) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  based on the
    average of the high and low  trading  prices of the shares  reported  by the
    American Stock Exchange on August 5, 2004.
                                                         Exhibit Index on page 6
PART I

         This   registration   statement  relates  to  registration  of  300,000
additional  shares of common stock,  which are reserved for issuance pursuant to
the Registrant's 1997 Stock Option Plan.  Registraton statements have previously
been  filed  with  respect  to other  shares of the  Registrant's  common  stock
reserved  for issuance  under the same stock  option plan.  The contents of such
earlier registration statements,  File No. 333-29951,  filed June 25, 1997, File
No. 333-78867,  filed May 20, 1999, and File No. 333-63598, filed June 22, 2001,
are hereby incorporated by reference herein.

Item 8.  Exhibits.

          4       Community  Bankshares, Inc. Amended 1997 Stock Option Plan

          5       Opinion of Haynsworth Sinkler Boyd, P.A.

         23.1     Consent of J. W. Hunt and Company, L.L.P.

         23.2     Consent of Haynsworth  Sinkler Boyd, P.A. (included in Exhibit
                  5).

         24       Power of Attorney (on signature page)

                                       2
SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the 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 Orangeburg, State of South Carolina on July 26, 2004.

                               Community Bankshares, Inc

                                    s/E. J. Ayers, Jr.
                               By:----------------------------------------------
                                    E. J. Ayers, Jr.
                                    Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration Statement has been signed by the following person in the capacities
indicated on July 26, 2004.

                                    s/William W. Traynham
                               By:----------------------------------------------
                                    William W. Traynham
                                    President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)

                                        3
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints E. J.  Ayers,  Jr.,  and William W.  Traynham,
jointly and severally,  his true and lawful  attorneys-in-fact  and agents, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities,  to sign this  Registration  Statement and
any and all  amendments to this  Registration  Statement,  and to file the same,
with all exhibits thereto, and other documentation in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may 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 indicated on July 26, 2004.

s/E. J. Ayers, Jr.
--------------------------------
E. J. Ayers, Jr.                                      Chief Executive Officer,
                                                      Chairman of the Board of
s/Keith W. Buckhouse                                  Directors
--------------------------------
Keith W. Buckhouse                                    Director

s/Alvis J. Bynum
--------------------------------
Alvis J. Bynum                                        Director

s/Martha Rose C. Carson
--------------------------------
Martha Rose C. Carson                                 Director

s/Anna O. Dantzler
--------------------------------
Anna O. Dantzler                                      Director

s/A. Wade Douroux
--------------------------------
A. Wade Douroux                                       Director

s/Thomas B. Edmunds
--------------------------------
Thomas B. Edmunds                                     Director

s/J. M. Guthrie
--------------------------------
J. M. Guthrie                                         Director

s/William A. Harwell
--------------------------------
William A. Harwell                                    Director

s/Richard L. Havekost
--------------------------------
Richard L. Havekost                                   Director

--------------------------------
Phil P. Leventis                                      Director

s/J. V. Nicholson, Jr
--------------------------------
J. V. Nicholson, Jr.                                  Director

s/Robert B. Smith
--------------------------------
Robert B. Smith                                       Director

s/Samuel F. Reid, Jr.
--------------------------------
Samuel F. Reid, Jr.                                   Director

                                        4
s/William W. Traynham
--------------------------------
William W. Traynham                                   President, Chief Financial
                                                      Officer, Director

s/J. Otto Warren, Jr
--------------------------------
J. Otto Warren, Jr.                                   Director

--------------------------------
Wm. Reynolds Williams                                 Director

s/Michael A. Wolfe
--------------------------------
Michael A. Wolfe                                      Director

                                       5
EXHIBIT INDEX

EXHIBIT

4        Community  Bankshares,  Inc. Amended  1997 Stock  Option Plan

5        Opinion of Haynsworth Sinkler Boyd, P.A.

23.1     Consent of J. W. Hunt and Company, L.L.P.

23.2     Consent of Haynsworth Sinkler Boyd, P.A.
           (included in Exhibit 5)

24       Power of Attorney (on signature page)

                                       6