Registration No.

                                  UNITED STATES
                       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.)

              102 Founders Court, Orangeburg, South Carolina 29118
              (Address of principal executive offices and zip code)

                           COMMUNITY BANKSHARES, INC.
                                2007 EQUITY PLAN
                            (Full title of the 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.
           102 Founders Court                  1201 Main Street, Suite 2200
    Orangeburg, South Carolina 29118           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 ...............  350,000 shares             $15.045              $5,265,750.00              $161.66
</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) and Rule  457(h)(1)  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 June 26, 2007, which was $15.045.

                                                         Exhibit Index on page 7

<PAGE>

                                  INTRODUCTION

         This  Registration  Statement  on Form S-8 relates to  registration  of
350,000 shares of Community  Bankshares,  Inc. common stock,  which are reserved
for issuance pursuant to the Community Bankshares, Inc. 2007 Equity Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents containing the information  specified in Part I of Form S-8
will be sent or given to employees and non-employee  directors of the Registrant
chosen to  participate  in the  Community  Bankshares,  Inc. 2007 Equity Plan as
required by Rule  428(b)(1)  promulgated  under the  Securities Act of 1933 (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.      Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the following documents filed with the Commission:

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2006 (File No. 001-12341).

          (b)  All other  reports  filed by the  Registrant  pursuant to Section
               13(a) or 15(d) of the  Securities  Exchange Act of 1934 since the
               end of the fiscal year  covered by the  Registrant's  most recent
               Annual Report on Form 10-K.

          (c)  The description of the Registrant's common stock contained in the
               Registrant's  Form 8-A,  File No.  001-12341,  filed  October 21,
               1996,  including any amendment or report filed for the purpose of
               updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document incorporated by reference,  or deemed to be incorporated
by  reference,  herein  shall be deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
in this  Registration  Statement or any other  subsequently  filed document that
also is incorporated by reference, or is deemed to be incorporated by reference,
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this  Registration  Statement.  The Company's  Exchange Act
file number with the Commission is 001-12341.

 Item 4.      Description of Securities

              Not applicable.

 Item 5.      Interests of Named Experts and Counsel.

              Not applicable.

 Item 6.      Indemnification of Directors and Officers.

         Under  the  South  Carolina  Business  Corporation  Act  of  1988  (the
"Corporation  Act"),  a  corporation  has the power to indemnify  directors  and


                                       2
<PAGE>

officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate  interest (or not opposed  thereto) as set forth
in the  Corporation  Act. The  Corporation  Act also empowers a  corporation  to
provide  insurance for directors and officers against  liability  arising out of
their positions even though the insurance  coverage is broader than the power of
the corporation to indemnify.  Under the Corporation  Act, unless limited by its
articles of  incorporation,  a corporation  must indemnify a director or officer
who is wholly  successful,  on the merits or  otherwise,  in the  defense of any
proceeding  to which he was a party  because he is or was a director  or officer
against  reasonable  expenses incurred by him in connection with the proceeding.
The  Registrant's  Articles  of  Incorporation  do not  provide  otherwise.  The
provisions of the Corporation Act which deal with  indemnification  are codified
at Sections  33-8-500  through -580 of the Code of Laws of South  Carolina 1976,
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4         Community  Bankshares,  Inc.  2007 Equity Plan  (incorporated  by
               reference to Appendix A to Registrant's  Proxy Statement filed in
               connection with the 2007 Annual Meeting of Shareholders.)

     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 (included on signature page)

Item 9. Undertakings.

         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 of 1933;

         (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 or 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) 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  (1)(i)  and  (1)  (ii)  of  this
         undertaking do not apply to this Registration  Statement on Form S-8 to
         the  extent  that  the  information   required  to  be  included  in  a
         post-effective  amendment by those  paragraphs  is contained in reports
         filed with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the Registration Statement.

                                       3
<PAGE>

         (2) That,  for the  purpose  of  determining  any  liability  under the
 Securities Act of 1933, 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.

         (4) That,  for the purpose of  determining  liability of the Registrant
 under the Securities  Act of 1933 to any purchaser in the initial  distribution
 of the  securities,  the  undersigned  Registrant  undertakes that in a primary
 offering  of  securities  of  the  undersigned   Registrant  pursuant  to  this
 Registration Statement,  regardless of the underwriting method used to sell the
 securities  to the  purchaser,  if the  securities  are offered or sold to such
 purchaser  by means of any of the  following  communications,  the  undersigned
 Registrant will be a seller to the purchaser and will be considered to offer or
 sell such securities to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
          Registrant  relating to the offering  required to be filed pursuant to
          Rule 424;

          (ii) Any free writing prospectus  relating to the offering prepared by
          or on behalf of the  undersigned  Registrant or used or referred to by
          the undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
          offering  containing   material   information  about  the  undersigned
          Registrant  or  its  securities  provided  by  or  on  behalf  of  the
          undersigned Registrant; and

          (iv) Any other  communication that is an offer in the offering made by
          the undersigned Registrant to the purchaser.

         (5) The undersigned  Registrant hereby undertakes that, for purposes of
 determining  any liability under the Securities Act of 1933, each filing of the
 Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of the
 Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of an
 employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of the
 Securities  Exchange  Act of 1934) 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.

         (6)  Insofar  as  indemnification  for  liabilities  arising  under the
 Securities Act of 1933 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  Securities  and
 Exchange Commission such  indemnification is against public policy as expressed
 in the 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 Act and
 will be governed by the final adjudication of such issue.



                                       4
<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 June 25, 2007.

                               COMMUNITY BANKSHARES, INC.


                               By: s/Samuel L. Erwin
                               -------------------------------------------------
                               Samuel L. Erwin
                               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 June 25, 2007.


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




                                       5
<PAGE>


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Samuel L. Erwin, and William W. Traynham,
jointly and severally,  his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her 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 or she 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 June 25, 2007.

s/Samuel L. Erwin                          Chief Executive Officer
-----------------------------------
Samuel L. Erwin

                                           Director
-----------------------------------
E. J. Ayers, Jr.

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

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

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

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

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

s/Charles E. Fienning                      Director
-----------------------------------
Charles E. Fienning

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

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

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

s/Charles P. Thompson, Jr.                 Director
-----------------------------------
Charles P. Thompson, Jr.

s/William W. Traynham                      President and Chief Financial Officer
-----------------------------------
William W. Traynham

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



                                       6
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.    Description

4

               Community  Bankshares,  Inc.  2007 Equity Plan  (incorporated  by
               reference to Appendix A to Registrant's  Proxy Statement filed in
               connection with the 2007 Annual Meeting of Shareholders.)

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 (included on signature page)




                                       7
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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": "333-144123", "film-number": "07946468"}, "business-address": {"street1": "102 FOUNDERS COURT", "city": "ORANGEBURG", "state": "SC", "zip": "29118", "phone": "8035351060"}, "mail-address": {"street1": "102 FOUNDERS COURT", "city": "ORANGEBURG", "state": "SC", "zip": "29118"}}
Registration No.

                                  UNITED STATES
                       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.)

              102 Founders Court, Orangeburg, South Carolina 29118
              (Address of principal executive offices and zip code)

                           COMMUNITY BANKSHARES, INC.
                                2007 EQUITY PLAN
                            (Full title of the 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.
           102 Founders Court                  1201 Main Street, Suite 2200
    Orangeburg, South Carolina 29118           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 ...............  350,000 shares             $15.045              $5,265,750.00              $161.66
(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) and Rule  457(h)(1)  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 June 26, 2007, which was $15.045.

                                                         Exhibit Index on page 7
INTRODUCTION

         This  Registration  Statement  on Form S-8 relates to  registration  of
350,000 shares of Community  Bankshares,  Inc. common stock,  which are reserved
for issuance pursuant to the Community Bankshares, Inc. 2007 Equity Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       The documents containing the information  specified in Part I of Form S-8
will be sent or given to employees and non-employee  directors of the Registrant
chosen to  participate  in the  Community  Bankshares,  Inc. 2007 Equity Plan as
required by Rule  428(b)(1)  promulgated  under the  Securities Act of 1933 (the
"Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.      Incorporation of Documents by Reference.

         The Registrant hereby  incorporates by reference into this Registration
Statement the following documents filed with the Commission:

          (a)  The  Registrant's  Annual  Report on Form 10-K for the year ended
               December 31, 2006 (File No. 001-12341).

          (b)  All other  reports  filed by the  Registrant  pursuant to Section
               13(a) or 15(d) of the  Securities  Exchange Act of 1934 since the
               end of the fiscal year  covered by the  Registrant's  most recent
               Annual Report on Form 10-K.

          (c)  The description of the Registrant's common stock contained in the
               Registrant's  Form 8-A,  File No.  001-12341,  filed  October 21,
               1996,  including any amendment or report filed for the purpose of
               updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in a document incorporated by reference,  or deemed to be incorporated
by  reference,  herein  shall be deemed to be  modified  or  superseded  for the
purposes of this Registration Statement to the extent that a statement contained
in this  Registration  Statement or any other  subsequently  filed document that
also is incorporated by reference, or is deemed to be incorporated by reference,
herein  modifies or  supersedes  such  statement.  Any  statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this  Registration  Statement.  The Company's  Exchange Act
file number with the Commission is 001-12341.

 Item 4.      Description of Securities

              Not applicable.

 Item 5.      Interests of Named Experts and Counsel.

              Not applicable.

 Item 6.      Indemnification of Directors and Officers.

         Under  the  South  Carolina  Business  Corporation  Act  of  1988  (the
"Corporation  Act"),  a  corporation  has the power to indemnify  directors  and

                                       2
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate  interest (or not opposed  thereto) as set forth
in the  Corporation  Act. The  Corporation  Act also empowers a  corporation  to
provide  insurance for directors and officers against  liability  arising out of
their positions even though the insurance  coverage is broader than the power of
the corporation to indemnify.  Under the Corporation  Act, unless limited by its
articles of  incorporation,  a corporation  must indemnify a director or officer
who is wholly  successful,  on the merits or  otherwise,  in the  defense of any
proceeding  to which he was a party  because he is or was a director  or officer
against  reasonable  expenses incurred by him in connection with the proceeding.
The  Registrant's  Articles  of  Incorporation  do not  provide  otherwise.  The
provisions of the Corporation Act which deal with  indemnification  are codified
at Sections  33-8-500  through -580 of the Code of Laws of South  Carolina 1976,
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4         Community  Bankshares,  Inc.  2007 Equity Plan  (incorporated  by
               reference to Appendix A to Registrant's  Proxy Statement filed in
               connection with the 2007 Annual Meeting of Shareholders.)

     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 (included on signature page)

Item 9. Undertakings.

         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 of 1933;

         (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 or 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) 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  (1)(i)  and  (1)  (ii)  of  this
         undertaking do not apply to this Registration  Statement on Form S-8 to
         the  extent  that  the  information   required  to  be  included  in  a
         post-effective  amendment by those  paragraphs  is contained in reports
         filed with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the Registration Statement.

                                       3
(2) That,  for the  purpose  of  determining  any  liability  under the
 Securities Act of 1933, 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.

         (4) That,  for the purpose of  determining  liability of the Registrant
 under the Securities  Act of 1933 to any purchaser in the initial  distribution
 of the  securities,  the  undersigned  Registrant  undertakes that in a primary
 offering  of  securities  of  the  undersigned   Registrant  pursuant  to  this
 Registration Statement,  regardless of the underwriting method used to sell the
 securities  to the  purchaser,  if the  securities  are offered or sold to such
 purchaser  by means of any of the  following  communications,  the  undersigned
 Registrant will be a seller to the purchaser and will be considered to offer or
 sell such securities to such purchaser:

          (i)  Any  preliminary  prospectus  or  prospectus  of the  undersigned
          Registrant  relating to the offering  required to be filed pursuant to
          Rule 424;

          (ii) Any free writing prospectus  relating to the offering prepared by
          or on behalf of the  undersigned  Registrant or used or referred to by
          the undersigned Registrant;

          (iii) The portion of any other free writing prospectus relating to the
          offering  containing   material   information  about  the  undersigned
          Registrant  or  its  securities  provided  by  or  on  behalf  of  the
          undersigned Registrant; and

          (iv) Any other  communication that is an offer in the offering made by
          the undersigned Registrant to the purchaser.

         (5) The undersigned  Registrant hereby undertakes that, for purposes of
 determining  any liability under the Securities Act of 1933, each filing of the
 Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of the
 Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of an
 employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of the
 Securities  Exchange  Act of 1934) 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.

         (6)  Insofar  as  indemnification  for  liabilities  arising  under the
 Securities Act of 1933 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  Securities  and
 Exchange Commission such  indemnification is against public policy as expressed
 in the 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 Act and
 will be governed by the final adjudication of such issue.

                                       4
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 June 25, 2007.

                               COMMUNITY BANKSHARES, INC.

                               By: s/Samuel L. Erwin
                               -------------------------------------------------
                               Samuel L. Erwin
                               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 June 25, 2007.

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

                                       5
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Samuel L. Erwin, and William W. Traynham,
jointly and severally,  his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her 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 or she 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 June 25, 2007.

s/Samuel L. Erwin                          Chief Executive Officer
-----------------------------------
Samuel L. Erwin

                                           Director
-----------------------------------
E. J. Ayers, Jr.

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

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

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

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

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

s/Charles E. Fienning                      Director
-----------------------------------
Charles E. Fienning

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

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

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

s/Charles P. Thompson, Jr.                 Director
-----------------------------------
Charles P. Thompson, Jr.

s/William W. Traynham                      President and Chief Financial Officer
-----------------------------------
William W. Traynham

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

                                       6
EXHIBIT INDEX

Exhibit No.    Description

4

               Community  Bankshares,  Inc.  2007 Equity Plan  (incorporated  by
               reference to Appendix A to Registrant's  Proxy Statement filed in
               connection with the 2007 Annual Meeting of Shareholders.)

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 (included on signature page)

                                       7