<PAGE>
 
     As filed with the Securities and Exchange Commission on April 2, 1996

                                                   Registration No. 333-

                       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 issuer as specified in its charter)

             New Hampshire                             02-0394439
- ------------------------------------------------------------------------------
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)                Identification No.)

   43 N. Main Street, Concord, New Hampshire              03301
- ------------------------------------------------------------------------------
    (Address of principal executive offices)            (Zip Code)

                               Centerpoint Bank
                            1989 Stock Option Plan
                           (Full title of the plan)

                              Douglas Crichfield
                     President and Chief Executive Officer
                          Community Bankshares, Inc.
                               43 N. Main Street
                         Concord, New Hampshire  03301
                                (603) 224-1100
  --------------------------------------------------------------------------
                  (Name and address, including zip code, and
         telephone number, including area code, of agent for service)

                                WITH A COPY TO:
                           Peter W. Coogan, Esquire
                              Foley, Hoag & Eliot
                            One Post Office Square
                          Boston, Massachusetts 02109
                                (617) 832-1000
                                        
- --------------------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
                                                             Proposed
Title of                                    Proposed          Maximum
Securities                    Amount         Maximum         Aggregate       Amount of
to be                         to be      Offering Price      Offering      Registration
Registered                  Registered      Per Share          Price            Fee
- --------------------------  ----------  -----------------  -------------  ---------------
<S>                         <C>         <C>                <C>            <C>
 
Common Stock                    59,015         $18.375(1)  $1,084,401(1)          $374(1)
(par value $1.00) shares
- -----------------------------------------------------------------------------------------
</TABLE>

       (1)  Estimated pursuant to Rule 457 (c) and (h) based on the average of
the high and low prices of the Common Stock as reported on March 26, 1996 on the
Nasdaq Stock Market.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by reference:

     (a)  Community's Annual Report on Form 10-K for the fiscal year ended June
30, 1995.

     (b)  Community's Transition Report on Form 10-K for the six months ended 
December 31, 1995.

     (c)  The description of Community's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.

     All documents subsequently filed by Community 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 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 in this Registration Statement and to be
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities registered hereby is being passed upon for
Community by Foley, Hoag & Eliot, Boston, Massachusetts.

Item 6.  Indemnification of Directors and Officers.

     Chapter 293-A:8.51 of the New Hampshire Business Corporation Act provides
that a corporation may indemnify an individual made a party to a proceeding
because he is or was a director, against liability incurred in the proceeding
if:  (1) he conducted himself in good faith; and (2) he reasonably believed (i)
in the case of conduct in his official capacity with the corporation, that his
conduct was in its best interests, and (ii) in all other cases, that his conduct
was at least not opposed to its best interests; and (3) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful.  A corporation may not indemnify a director (1) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable on the basis that personal benefit was

                                      II-1
<PAGE>
 
improperly received by him.  Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was 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 of the corporation against reasonable expenses incurred
by him in connection with the proceeding.

     Community's By-Laws contain the following provision with respect to
indemnification of directors and officers.

          (a) The corporation shall indemnify and reimburse any individual
     person who was or is a party to any action, suit or proceeding, whether
     civil, criminal or administrative, by reason of the fact that such party,
     or the person whose legal representative or successor such party is, was or
     is serving as a Director, officer, employee or agent of the corporation, or
     at its request, of another entity in which the corporation has an interest,
     or was or is serving at the request of the corporation as a fiduciary of
     any employee benefit plan of the corporation or any subsidiary.  Such
     indemnification and reimbursement shall include all expenses (including
     attorney's fees), and such amount of any judgment, money decree, fine,
     penalty of settlement for which such person may have become liable as the
     Board of Directors deems reasonable, actually incurred by such person in
     connection with the defense or reasonable settlement of any such action,
     suit or proceeding, or any appeal therein, to the extent and under the
     circumstances permitted by the New Hampshire Business Corporation Act.
     Such indemnification and reimbursement (unless ordered by a court) shall be
     made as authorized in a specific case upon a further determination that
     indemnification of the Director, officer or employee is proper in the
     circumstances because such person has met the applicable standards of
     conduct set forth in the New Hampshire Business Corporation Act.

          (b) Such determination of reasonableness and propriety with respect to
     persons other than Directors shall be made by the Board of Directors by a
     majority vote, and with respect to the Directors shall be made (i) by the
     Board of Directors by a majority vote of a quorum consisting of Directors
     who were not parties to such action, suit or proceeding or (ii) if such a
     quorum is not obtainable, or even if obtainable, if a quorum of
     disinterested Directors so directs, by independent legal counsel in a
     written opinion, or (iii) by the shareholders.

          (c) The foregoing right of indemnification shall not be exclusive of
     other rights to which such person, or the legal representatives or
     successors of such person may be entitled as a matter of law, under the
     Articles of Incorporation, by contract or otherwise.

          (d) The corporation may purchase and maintain insurance on behalf of
     any person who was or is a Director, officer or employee of the corporation
     or was or is serving at the request of the corporation as a fiduciary of
     any employee benefit plan of the corporation or any subsidiary against any
     liability asserted against, and incurred by, such person in any such
     capacity, or arising out of such person's status as such, whether or not
     the corporation would have the power to indemnify such person against such
     liability under the provisions of the New Hampshire Business

                                      II-2
<PAGE>
 
     Corporation Act.  The obligation to indemnify and reimburse set forth
     hereinabove, if applicable, shall be reduced by the amount of any such
     insurance proceeds paid to such person, or the representatives or
     successors of such person.

     Community's Articles of Incorporation contain the following provision with
respect to indemnification of directors and officers.

          EIGHTH:  In addition to the rights of indemnification provided under
     RSA 293-A:5 as presently in effect and any greater rights from time to time
     provided by law, by the by-laws of the corporation or any agreement, vote
     of the shareholders or disinterested directors, or otherwise, the
     corporation shall indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving as a trustee or
     other fiduciary with respect to any employee benefit plan (or its
     participants or beneficiaries) of the corporation or any subsidiary of the
     corporation, against expenses (including attorneys' fees), judgments,
     fines, excise taxes assessed with respect to any employee benefit plan, and
     amounts paid in settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contenders or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.  A trustee or other fiduciary who acted in good
     faith and in a manner he reasonably believed to be in the interests of the
     participants or beneficiaries of any employee benefit plan of the
     corporation or any subsidiary shall be deemed to have acted in a manner not
     opposed to the best interests of the corporation.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

 5    Opinion of Counsel.

23.1  Consent of KPMG Peat Marwick LLP

23.2  Consent of Counsel (included in Exhibit 5)

24.1  Power of Attorney (contained on the signature page).

                                      II-3
<PAGE>
 
 Item 9.  Undertakings.

      1.  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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      2.   The undersigned Registrant hereby undertakes:

          (a)  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;

               (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 2(a)(i) and 2(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.

          (b)  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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  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.

          3.  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

                                      II-4
<PAGE>
 
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.

                                      II-5
<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 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 Concord, the State of New Hampshire, on this 19th day
of March, 1996.

                         COMMUNITY BANKSHARES, INC.


                         By:/s/ Douglas Crichfield
                            ----------------------------------------
                              Douglas Crichfield
                              President and Chief Executive Officer


                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Douglas Crichfield, Gerald R. Emery and
Richard E. Kamp, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for either or both of them, 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.

                                      II-6
<PAGE>
 
Signature                          Title                 Date
- ------------------------  ------------------------  --------------
 
/s/ Douglas Crichfield    President, Chief          March 19, 1996
- ------------------------
Douglas Crichfield        Executive Officer
                          and Director
                          (Principal Executive
                          Officer)
 
/s/ Gerald R. Emery       Treasurer and
- ------------------------
Gerald R. Emery           Chief Financial Officer   March 19, 1996
                          (Principal Financial
                          and Accounting Officer)


/s/ John N. Buxton        Director                  March 19, 1996
- ------------------                                               
John N. Buxton                                  
                                                
                                                
/s/ Willaim S. Fenollosa  Director                  March 19, 1996
- ------------------------                                         
William S. Fenollosa                            
                                                
                                                
/s/ Oliver R. Fifield     Director                  March 19, 1996
- ---------------------                                                 
Oliver R. Fifield                               
                                                
                                                
/s/ Thomas M. Hardiman    Director                  March 19, 1996
- ----------------------                                           
Thomas M. Hardiman                              
                                                
                                                
/s/ Robert A. Hill        Director                  March 19, 1996
- ------------------                                               
Robert A. Hill                                  
                                                
                                                
/s/ Russell A. Holden     Director                  March 19, 1996
- ---------------------                                            
Russell A. Holden                               
                                                
                                                
/s/ Lucia P. Kittredge    Director                  March 19, 1996
- ----------------------                                           
Lucia P. Kittredge                              
                                                
                                                
/s/ Seth A. Resnicoff     Director                  March 19, 1996
- ---------------------                                            
Seth A. Resnicoff

                                      II-7
<PAGE>
 
/s/ Eleanor H. Stark      Director                  March 19, 1996
- --------------------                                              
Eleanor H. Stark                                    
                                                    
                                                    
/s/ James R. Stewart      Director                  March 19, 1996
- --------------------                                                   
James R. Stewart


                          Director
- --------------------                                                   
Katherine F. Tsouros


/s/ Philip M. Stone       Director                  March 27, 1996
- -------------------                                              
Philip M. Stone                                 
                                                
                                                
/s/ Arthur R. Bethke      Director                  March 27, 1996
- --------------------                                                  
Arthur R. Bethke                                
                                                
                                                
/s/ Walter W. Hemming     Director                  March 27, 1996
- ---------------------                                            
Walter W. Hemming

                                      II-8
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

Exhibit
  No.     Description                                                   Page
- -------   -----------                                                   ----
 5        Opinion of Counsel

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Counsel (included in Exhibit 5)

24        Power of Attorney (contained on the signature page)

                                      II-9
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 22886}]
{"company-data": {"conformed-name": "COMMUNITY BANKSHARES INC /NH/", "cik": "0000776815", "assigned-sic": "6022", "irs-number": "020394439", "state-of-incorporation": "NH", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02157", "film-number": "96543755"}, "business-address": {"street1": "43 N MAIN ST", "city": "CONCORD", "state": "NH", "zip": "03301", "phone": "6032241100"}, "mail-address": {"street1": "43 N MAIN STREET", "city": "CONCORD", "state": "NH", "zip": "03301"}}
As filed with the Securities and Exchange Commission on April 2, 1996

                                                   Registration No. 333-

                       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 issuer as specified in its charter)

             New Hampshire                             02-0394439
- ------------------------------------------------------------------------------
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)                Identification No.)

   43 N. Main Street, Concord, New Hampshire              03301
- ------------------------------------------------------------------------------
    (Address of principal executive offices)            (Zip Code)

                               Centerpoint Bank
                            1989 Stock Option Plan
                           (Full title of the plan)

                              Douglas Crichfield
                     President and Chief Executive Officer
                          Community Bankshares, Inc.
                               43 N. Main Street
                         Concord, New Hampshire  03301
                                (603) 224-1100
  --------------------------------------------------------------------------
                  (Name and address, including zip code, and
         telephone number, including area code, of agent for service)

                                WITH A COPY TO:
                           Peter W. Coogan, Esquire
                              Foley, Hoag & Eliot
                            One Post Office Square
                          Boston, Massachusetts 02109
                                (617) 832-1000
                                        
- --------------------------------------------------------------------------------

                        CALCULATION OF REGISTRATION FEE
=========================================================================================
                                                             Proposed
Title of                                    Proposed          Maximum
Securities                    Amount         Maximum         Aggregate       Amount of
to be                         to be      Offering Price      Offering      Registration
Registered                  Registered      Per Share          Price            Fee
- --------------------------  ----------  -----------------  -------------  ---------------
Common Stock                    59,015         $18.375(1)  $1,084,401(1)          $374(1)
(par value $1.00) shares
- -----------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457 (c) and (h) based on the average of
the high and low prices of the Common Stock as reported on March 26, 1996 on the
Nasdaq Stock Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by reference:

     (a)  Community's Annual Report on Form 10-K for the fiscal year ended June
30, 1995.

     (b)  Community's Transition Report on Form 10-K for the six months ended 
December 31, 1995.

     (c)  The description of Community's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.

     All documents subsequently filed by Community 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 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 in this Registration Statement and to be
part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities registered hereby is being passed upon for
Community by Foley, Hoag & Eliot, Boston, Massachusetts.

Item 6.  Indemnification of Directors and Officers.

     Chapter 293-A:8.51 of the New Hampshire Business Corporation Act provides
that a corporation may indemnify an individual made a party to a proceeding
because he is or was a director, against liability incurred in the proceeding
if:  (1) he conducted himself in good faith; and (2) he reasonably believed (i)
in the case of conduct in his official capacity with the corporation, that his
conduct was in its best interests, and (ii) in all other cases, that his conduct
was at least not opposed to its best interests; and (3) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful.  A corporation may not indemnify a director (1) in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable on the basis that personal benefit was

                                      II-1
improperly received by him.  Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was 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 of the corporation against reasonable expenses incurred
by him in connection with the proceeding.

     Community's By-Laws contain the following provision with respect to
indemnification of directors and officers.

          (a) The corporation shall indemnify and reimburse any individual
     person who was or is a party to any action, suit or proceeding, whether
     civil, criminal or administrative, by reason of the fact that such party,
     or the person whose legal representative or successor such party is, was or
     is serving as a Director, officer, employee or agent of the corporation, or
     at its request, of another entity in which the corporation has an interest,
     or was or is serving at the request of the corporation as a fiduciary of
     any employee benefit plan of the corporation or any subsidiary.  Such
     indemnification and reimbursement shall include all expenses (including
     attorney's fees), and such amount of any judgment, money decree, fine,
     penalty of settlement for which such person may have become liable as the
     Board of Directors deems reasonable, actually incurred by such person in
     connection with the defense or reasonable settlement of any such action,
     suit or proceeding, or any appeal therein, to the extent and under the
     circumstances permitted by the New Hampshire Business Corporation Act.
     Such indemnification and reimbursement (unless ordered by a court) shall be
     made as authorized in a specific case upon a further determination that
     indemnification of the Director, officer or employee is proper in the
     circumstances because such person has met the applicable standards of
     conduct set forth in the New Hampshire Business Corporation Act.

          (b) Such determination of reasonableness and propriety with respect to
     persons other than Directors shall be made by the Board of Directors by a
     majority vote, and with respect to the Directors shall be made (i) by the
     Board of Directors by a majority vote of a quorum consisting of Directors
     who were not parties to such action, suit or proceeding or (ii) if such a
     quorum is not obtainable, or even if obtainable, if a quorum of
     disinterested Directors so directs, by independent legal counsel in a
     written opinion, or (iii) by the shareholders.

          (c) The foregoing right of indemnification shall not be exclusive of
     other rights to which such person, or the legal representatives or
     successors of such person may be entitled as a matter of law, under the
     Articles of Incorporation, by contract or otherwise.

          (d) The corporation may purchase and maintain insurance on behalf of
     any person who was or is a Director, officer or employee of the corporation
     or was or is serving at the request of the corporation as a fiduciary of
     any employee benefit plan of the corporation or any subsidiary against any
     liability asserted against, and incurred by, such person in any such
     capacity, or arising out of such person's status as such, whether or not
     the corporation would have the power to indemnify such person against such
     liability under the provisions of the New Hampshire Business

                                      II-2
Corporation Act.  The obligation to indemnify and reimburse set forth
     hereinabove, if applicable, shall be reduced by the amount of any such
     insurance proceeds paid to such person, or the representatives or
     successors of such person.

     Community's Articles of Incorporation contain the following provision with
respect to indemnification of directors and officers.

          EIGHTH:  In addition to the rights of indemnification provided under
     RSA 293-A:5 as presently in effect and any greater rights from time to time
     provided by law, by the by-laws of the corporation or any agreement, vote
     of the shareholders or disinterested directors, or otherwise, the
     corporation shall indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action, suit or proceeding, whether civil, criminal, administrative or
     investigative, by reason of the fact that he is or was a director, officer,
     employee or agent of the corporation, or is or was serving as a trustee or
     other fiduciary with respect to any employee benefit plan (or its
     participants or beneficiaries) of the corporation or any subsidiary of the
     corporation, against expenses (including attorneys' fees), judgments,
     fines, excise taxes assessed with respect to any employee benefit plan, and
     amounts paid in settlement actually and reasonably incurred by him in
     connection with such action, suit or proceeding if he acted in good faith
     and in a manner he reasonably believed to be in or not opposed to the best
     interests of the corporation, and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe his conduct was unlawful.
     The termination of any action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contenders or its
     equivalent, shall not, of itself, create a presumption that the person did
     not act in good faith and in a manner which he reasonably believed to be in
     or not opposed to the best interests of the corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     his conduct was unlawful.  A trustee or other fiduciary who acted in good
     faith and in a manner he reasonably believed to be in the interests of the
     participants or beneficiaries of any employee benefit plan of the
     corporation or any subsidiary shall be deemed to have acted in a manner not
     opposed to the best interests of the corporation.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

 5    Opinion of Counsel.

23.1  Consent of KPMG Peat Marwick LLP

23.2  Consent of Counsel (included in Exhibit 5)

24.1  Power of Attorney (contained on the signature page).

                                      II-3
Item 9.  Undertakings.

      1.  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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      2.   The undersigned Registrant hereby undertakes:

          (a)  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;

               (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 2(a)(i) and 2(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.

          (b)  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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  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.

          3.  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

                                      II-4
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.

                                      II-5
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 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 Concord, the State of New Hampshire, on this 19th day
of March, 1996.

                         COMMUNITY BANKSHARES, INC.

                         By:/s/ Douglas Crichfield
                            ----------------------------------------
                              Douglas Crichfield
                              President and Chief Executive Officer

                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Douglas Crichfield, Gerald R. Emery and
Richard E. Kamp, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing which they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or any
substitute or substitutes for either or both of them, 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.

                                      II-6
Signature                          Title                 Date
- ------------------------  ------------------------  --------------
 
/s/ Douglas Crichfield    President, Chief          March 19, 1996
- ------------------------
Douglas Crichfield        Executive Officer
                          and Director
                          (Principal Executive
                          Officer)
 
/s/ Gerald R. Emery       Treasurer and
- ------------------------
Gerald R. Emery           Chief Financial Officer   March 19, 1996
                          (Principal Financial
                          and Accounting Officer)

/s/ John N. Buxton        Director                  March 19, 1996
- ------------------                                               
John N. Buxton                                  
                                                
                                                
/s/ Willaim S. Fenollosa  Director                  March 19, 1996
- ------------------------                                         
William S. Fenollosa                            
                                                
                                                
/s/ Oliver R. Fifield     Director                  March 19, 1996
- ---------------------                                                 
Oliver R. Fifield                               
                                                
                                                
/s/ Thomas M. Hardiman    Director                  March 19, 1996
- ----------------------                                           
Thomas M. Hardiman                              
                                                
                                                
/s/ Robert A. Hill        Director                  March 19, 1996
- ------------------                                               
Robert A. Hill                                  
                                                
                                                
/s/ Russell A. Holden     Director                  March 19, 1996
- ---------------------                                            
Russell A. Holden                               
                                                
                                                
/s/ Lucia P. Kittredge    Director                  March 19, 1996
- ----------------------                                           
Lucia P. Kittredge                              
                                                
                                                
/s/ Seth A. Resnicoff     Director                  March 19, 1996
- ---------------------                                            
Seth A. Resnicoff

                                      II-7
/s/ Eleanor H. Stark      Director                  March 19, 1996
- --------------------                                              
Eleanor H. Stark                                    
                                                    
                                                    
/s/ James R. Stewart      Director                  March 19, 1996
- --------------------                                                   
James R. Stewart

                          Director
- --------------------                                                   
Katherine F. Tsouros

/s/ Philip M. Stone       Director                  March 27, 1996
- -------------------                                              
Philip M. Stone                                 
                                                
                                                
/s/ Arthur R. Bethke      Director                  March 27, 1996
- --------------------                                                  
Arthur R. Bethke                                
                                                
                                                
/s/ Walter W. Hemming     Director                  March 27, 1996
- ---------------------                                            
Walter W. Hemming

                                      II-8
EXHIBIT INDEX
                                 -------------

Exhibit
  No.     Description                                                   Page
- -------   -----------                                                   ----
 5        Opinion of Counsel

23.1      Consent of KPMG Peat Marwick LLP

23.2      Consent of Counsel (included in Exhibit 5)

24        Power of Attorney (contained on the signature page)

                                      II-9