SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549


                                    FORM 10-Q


               QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended Sept.30, 1999              File number: 000-22054



                           COMMUNITY BANKSHARES, INC.
             (Exact Name of registrant as specified in its Charter)

         South Carolina                                 57-0966962
(State or Other Jurisdiction of                        (IRS Employer
 Incorporation or Organization)                      Identification Number)


               791 Broughton St., Orangeburg, South Carolina 29115
                (Address of Principal Executive Office, Zip Code)


                                 (803) 535-1060
                         (Reigstrant's telephone number)



         Indicate by checkmark  whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X. No _.


         State the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest  practicable date:  3,039,288 shares of common
stock outstanding as of October 25, 1999.

<PAGE>




                             10-Q TABLE OF CONTENTS

                             Part I-Financial Statements                   Page
Item 1    Financial Statements                                               3
Item 2    Management's Discussion and Analysis of Financial Condition and    9
          Results of Operations
Item 3    Quantitative and Qualitative Disclosures about Market Risk        18


                              Part II-Other Information
Item 6    Exhibits and Reports on Form 8-K                                  19





                                       2
<PAGE>


            COMMUNITY BANKSHARES, INC. - CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
         (dollar amounts in thousands)                                                                UNAUDITED
                                                                                                     September 30,      December 31,
         ASSETS                                                                                          1999               1998

Cash and due from other financial institutions:
<S>                                                                                                   <C>                 <C>
     Non-interest bearing ..................................................................          $   6,647           $   7,746
     Federal funds sold ....................................................................              6,030              15,550
                                                                                                      ---------           ---------
         Total cash and cash equivalents ...................................................             12,677              23,296
Interest bearing deposits in other banks ...................................................                 95               1,577
Investment securities:
     Securities held to maturity ...........................................................             13,469              15,286
     Securities available for sale .........................................................             30,759              18,862
Loans held for resale ......................................................................                268                 722

Loans ......................................................................................            151,454             117,795
     Less, allowance for loan losses .......................................................             (1,805)             (1,459)
                                                                                                      ---------           ---------
         Net loans .........................................................................            149,649             116,336

Premises and equipment .....................................................................              4,686               3,892
Accrued interest  receivable ...............................................................              1,713               1,242
Deferred income taxes ......................................................................                748                 453
Other assets ...............................................................................                331                 615
                                                                                                      ---------           ---------

         Total assets ......................................................................          $ 214,395           $ 182,281
                                                                                                      =========           =========

         LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:
     Non-interest bearing ..................................................................          $  26,992           $  23,883
     Interest bearing ......................................................................            150,566             123,747
                                                                                                      ---------           ---------
         Total deposits ....................................................................            177,558             147,630
Federal funds purchased and securities
     sold under agreements to repurchase ...................................................              4,815               4,464
Federal Home Loan Bank advances ............................................................             11,420               9,490
Other liabilities ..........................................................................                933               1,038
                                                                                                      ---------           ---------
         Total liabilities .................................................................            194,726             162,622
                                                                                                      ---------           ---------

Shareholders' equity:
     Common stock
         No par, authorized shares 12,000,000, issued and ..................................             14,205              14,648
         outstanding 3,039,288 in 1999 and 3,047,686 in 1998
     Retained earnings .....................................................................              5,954               4,975
     Accumulated other comprehensive income (loss) .........................................               (490)                 36
                                                                                                      ---------           ---------
         Total shareholders' equity ........................................................             19,669              19,659
                                                                                                      ---------           ---------

         Total liabilities and shareholders' equity ........................................          $ 214,395           $ 182,281
                                                                                                      =========           =========

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       3
<PAGE>


               COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENT
                       OF CHANGES IN SHAREHOLDERS' EQUITY
        for the nine months ended September 30, 1999 and 1998 (Unaudited)

<TABLE>
<CAPTION>
                                                                   Common       Common       Retained    Accumulated       Total
                                                                   Shares       Stock        Earnings      Other       Shareholders'
                                                                                                        Comprehensive     Equity
                                                                                                        Income (Loss)
                                                                                (dollar amounts in thousands)

<S>                                                              <C>            <C>           <C>          <C>             <C>
Balances at Dec. 31, 1997 ....................................   2,634,676      $  9,156      $ 3,861      $    20         $ 13,037
Comprehensive income:
     Net income ..............................................                                  1,182                         1,182
     Other comprehensive income (loss) net of tax:
         Unrealized gain (loss) on securities ................                                                  27               27
Issuance of common stock .....................................     300,240         5,470                                      5,470
Dividends paid ...............................................           0             0         (454)           0             (454)
                                                                ----------      --------      -------      -------         --------
Balances at September 30, 1998 ...............................   2,934,916      $ 14,626      $ 4,589      $    47         $ 19,262
                                                                ==========      ========      =======      =======         ========

Balances at Dec. 31, 1998 ....................................   3,047,686      $ 14,648      $ 4,975      $    36         $ 19,659
Comprehensive income:
     Net income ..............................................                                  1,586                         1,586
     Other comprehensive income (loss) net of tax:
         Unrealized gain (loss) on securities ................                                                (526)            (526)
Issuance of common stock .....................................      38,702           187                                        187
Redemption of common stock ...................................     (47,100)         (630)                                      (630)
Dividends paid ...............................................           0             0         (607)           0             (607)
                                                                ----------      --------      -------      -------         --------
Balances at September 30, 1999 ...............................   3,039,288      $ 14,205      $ 5,954      $  (490)        $ 19,669
                                                                ==========      ========      =======      =======         ========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       4
<PAGE>

         COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                         Nine months ended Sept.30,     Three months ended Sept. 30,
                                                                           1999             1998            1999              1998
         (dollar amounts in thousands)                                  UNAUDITED         UNAUDITED       UNAUDITED        UNAUDITED
Interest and dividend income:
<S>                                                                    <C>              <C>              <C>              <C>
    Interest and fees on loans .................................       $    8,886       $    7,027       $    3,254       $    2,488
    Deposits with other financial institutions .................               90               98               11               30
    Investment securities:
      Interest - U. S. Treasury and
        U. S. Government Agencies ..............................            1,727            1,398              646              471
      Dividends ................................................               80               58               24               28
                                                                       ----------       ----------       ----------       ----------
         Total investment securities ...........................            1,807            1,456              670              499
    Federal funds sold and securities
      purchased under agreements to resell .....................              454              328              157              184
                                                                       ----------       ----------       ----------       ----------
         Total interest and dividend income ....................           11,237            8,909            4,092            3,201
                                                                       ----------       ----------       ----------       ----------

Interest expense:
    Deposits:
      Certificates of deposit of $100,000 or more ..............            1,069              909              406              301
      Other ....................................................            3,369            2,771            1,201            1,008
                                                                       ----------       ----------       ----------       ----------
         Total deposits ........................................            4,438            3,680            1,607            1,309
    Federal funds purchased and securities
      sold under agreements to repurchase ......................              137               76               62               27
    Federal Home Loan Bank advances ............................              441              258              158              130
                                                                       ----------       ----------       ----------       ----------
         Total interest expense ................................            5,016            4,014            1,827            1,466
                                                                       ----------       ----------       ----------       ----------
Net interest income ............................................            6,221            4,895            2,265            1,735
Provision for loan losses ......................................              439              324              166              136
                                                                       ----------       ----------       ----------       ----------
Net interest income after provision for loan losses ............            5,782            4,571            2,099            1,599

Non-interest income:
    Service charges on deposit accounts ........................              723              572              268              196
    Other ......................................................              271              213               76               98
                                                                       ----------       ----------       ----------       ----------
         Total non-interest income .............................              994              785              344              294
                                                                       ----------       ----------       ----------       ----------
Non-interest expense:
    Salaries and employee benefits .............................            2,569            2,022              886              711
    Premises and equipment .....................................              670              480              233              204
    Other ......................................................            1,188            1,071              411              456
                                                                       ----------       ----------       ----------       ----------
         Total non-interest expense ............................            4,427            3,573            1,530            1,371
                                                                       ----------       ----------       ----------       ----------
Net income before taxes ........................................            2,349            1,783              913              522
Provision for income taxes .....................................              763              601              299              187
                                                                       ----------       ----------       ----------       ----------
Net income after taxes .........................................       $    1,586       $    1,182       $      614       $      335
                                                                       ==========       ==========       ==========       ==========

Basic earnings per common share:
    Weighted average shares outstanding ........................        3,036,989        2,844,521        3,037,203        2,803,799
    Net income per common share ................................       $     0.52       $     0.42       $     0.20       $     0.12
Diluted earnings per common share:
    Weighted average shares outstanding ........................        3,061,756        2,902,226        3,062,399        2,882,541
    Net income per common share ................................       $     0.52       $     0.41       $     0.20       $     0.12
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       5
<PAGE>

        COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                                                                     Nine months ended September 30,
                                                                                                         1999                1998
                                                                                                       UNAUDITED           UNAUDITED
                                                                                                       ---------           ---------
                                                                                                       (dollar amounts in thousands)
Cash flows from operating activities:
<S>                                                                                                    <C>                 <C>
Net income .................................................................................           $  1,586            $  1,182
Adjustments to reconcile net income
  to net cash used in operating
  activities:
    Depreciation ...........................................................................                350                 268
    Provision for loan losses ..............................................................                439                 324
    Accretion of discounts and
      amortization of premiums -
      investment securities - net ..........................................................                (14)                (11)
Changes in assets and liabilities:
    Proceeds of sale of loans held for resale ..............................................              8,446               7,253
    Origination of loans held for resale ...................................................             (7,992)             (7,700)
    (Increase) decrease in interest receivable .............................................               (471)                 18
    (Increase) in other assets .............................................................                (11)               (192)
    (Decrease) increase in other liabilities ...............................................               (105)                160
                                                                                                       --------            --------
    Net cash provided by operating activities ..............................................              2,228               1,302
                                                                                                       --------            --------

Cash flows from investing activities:
    Net decrease (increase) in interest bearing deposits ...................................              1,482                (918)
    Proceeds from maturities of
      investment securities - held to maturity .............................................              5,919              17,677
    Purchases of investment securities - held to maturity ..................................             (4,101)            (14,125)
    Proceeds from maturities of
      investment securities - available for sale ...........................................              6,636              14,946
    Purchases of investment securities - available for sale ................................            (19,046)            (13,979)
    Net (increase) in loans to customers ...................................................            (33,752)            (17,759)
    Purchase of premises and equipment .....................................................             (1,144)             (1,412)
    Net (increase) in other real estate ....................................................                  0                (191)
                                                                                                       --------            --------
      Net cash (used) in investing activities ..............................................            (44,006)            (15,761)
                                                                                                       --------            --------

Cash flows from financing activities:
    Net increase in demand, savings, and time deposits .....................................             29,928              20,112
    Net increase in federal funds purchased and
      Securities sold under agreements to repurchase .......................................                351                 269
    Increase in Federal Home Loan Bank advances ............................................              1,930               8,430
    Sale of common stock ...................................................................                187               5,470
    Redemption of common stock .............................................................               (630)                  -
    Dividends paid in cash .................................................................               (607)               (454)
                                                                                                       --------            --------
      Net cash provided by financing activities ............................................             31,159              33,827
                                                                                                       --------            --------

Net increase  (decrease) in cash and due from other
    financial institutions .................................................................            (10,619)             19,368
Cash and due from other financial institutions -
    beginning of period ....................................................................             23,296               5,122
                                                                                                       --------            --------
Cash and due from other financial institutions -
    end of period ..........................................................................           $ 12,677            $ 24,490
                                                                                                       ========            ========
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       6
<PAGE>

    COMMUNITY BANKSHARES, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Principles

         A summary of  significant  accounting  policies is included in the 1998
Annual  Report of Community  Bankshares,  Inc. to the  Shareholders,  which also
contains the Company's audited financial statements for 1998.

Principles of Consolidation

         The consolidated financial statements include the accounts of Community
Bankshares, Inc. (CBI), the parent company, and Orangeburg National Bank, Sumter
National Bank and Florence  National  Bank, its wholly owned  subsidiaries.  All
significant   intercompany  items  have  been  eliminated  in  the  consolidated
statements.

Management Opinion

         The interim financial  statements in this report are unaudited.  In the
opinion of management, all the adjustments necessary to present a fair statement
of the results for the interim period have been made. Such  adjustments are of a
normal and recurring nature.

         The results of operations  for any interim  period are not  necessarily
indicative  of the  results to be expected  for an entire  year.  These  interim
financial  statements  should be read in conjunction  with the annual  financial
statements and notes thereto contained in the 1998 Annual Report.

Changes in Comprehensive Income Components

         The Financial  Accounting  Standards Board recently issued Statement of
Financial  Accounting  Standards  No.  130,  "Reporting  Comprehensive  Income,"
effective for fiscal years  beginning  after  December 15, 1997.  This Statement
establishes  standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements.  Disclosure as
required by the Statement is as follows:

<TABLE>
<CAPTION>
                                                                                  Before-Tax            Tax              Net-of-Tax
                                                                                    Amount          (Expense) or           Amount
                                                                                                      Benefit
Unrealized gains (losses) on securities:
<S>                                                                               <C>                 <C>                 <C>
Unrealized holding gains (losses) arising during .......................          $  71,000           $ (24,000)          $  47,000
     period
Less: reclassification adjustment for gains (losses)
     realized in net income ............................................                  0                   0                   0
                                                                                  ---------           ---------           ---------
Net unrealized gains (losses) ..........................................          $  71,000           $ (24,000)          $  47,000
                                                                                  ---------           ---------           ---------
Other comprehensive income, at September 30, 1998 ......................          $  71,000           $ (24,000)          $  47,000
                                                                                  =========           =========           =========

Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during .......................          $(742,000)          $ 252,000           $(490,000)
     period
Less: reclassification adjustment for gains (losses)
     realized in net income ............................................                  0                   0                   0
                                                                                  ---------           ---------           ---------
Net unrealized gains (losses) ..........................................           (742,000)            252,000            (490,000)
                                                                                  ---------           ---------           ---------
Other comprehensive income, at September 30, 1999 ......................          $(742,000)          $ 208,000           $(490,000)
                                                                                  =========           =========           =========
</TABLE>


                                       7
<PAGE>


      COMMUNITY BANKSHARES, INC. - AVERAGE BALANCE SHEETS, YIELDS AND RATES

<TABLE>
<CAPTION>
    Nine months ended September 30,                                  1999                                    1998
    (unaudited)                                                    Interest                                Interest
                                                      Average       Income/      Yields/       Average     Income/     Yields/
Assets                                                Balance      Expense       Rates         Balance     Expense     Rates
------                                                -------      -------       -----         -------     -------     -----
                                                                           (Dollar amounts in thousands)
<S>                                                    <C>            <C>            <C>        <C>            <C>         <C>
    Interest bearing deposits ..................       $  2,285       $   90         5.25%      $  2,360       $   98      5.54%
    Investment securities taxable ..............         38,775        1,785         6.14%        29,950        1,447      6.44%
    Investment securities--tax exempt (1) ......            749           22         5.93%           294            9      6.18%
    Federal funds sold .........................         12,225          454         4.95%         7,837          328      5.58%
    Loans receivable ...........................        134,149        8,886         8.83%        99,995        7,027      9.37%
                                                       --------       ------         -----      --------       ------      -----

    Total interest earning assets ..............        188,183       11,237         7.96%       140,436        8,909      8.46%

    Cash and due from banks ....................          8,187                                    6,257
    Allowance for loan losses ..................         (1,632)                                  (1,238)
    Premises and equipment .....................          4,510                                    3,425
    Other assets ...............................          2,174                                    1,679
                                                       --------                                 --------

Total assets ...................................       $201,422                                 $150,559
                                                       ========                                 ========


Liabilities and Shareholders' Equity

    Interest bearing deposits
    Savings ....................................        $28,804       $  706         3.27%      $ 20,356       $  537      3.52%
    Interest bearing transaction accounts ......         16,946          196         1.54%        13,617          192      1.88%
    Time deposits ..............................         93,186        3,536         5.06%        71,821        2,951      5.48%
                                                       --------       ------         -----      --------       ------      -----

    Total interest bearing deposits ............        138,936        4,438         4.26%       105,794        3,680      4.64%
    Short term borrowing .......................          5,572          137         3.28%         2,467           76      4.11%
    FHLB advances ..............................         10,949          441         5.37%         6,043          258      5.69%
                                                       --------       ------         -----      --------       ------      -----
    Total interest bearing liabilities .........        155,457        5,016         4.30%       114,304        4,014      4.68%

    Noninterest bearing demand deposits ........         25,457                                   18,697
    Other liabilities ..........................          1,025                                      882
    Shareholders' equity .......................         19,483                                   16,676
                                                       --------                                 --------

Total liabilities and shareholders' equity .....       $201,422                                 $150,559
                                                       ========                                 ========


    Interest rate spread .......................                                     3.66%                                 3.78%
                                                                                     -----                                 -----

    Net interest income and net yield on earning assets               $6,221         4.41%                     $4,895      4.65%
                                                                      ======         =====                     ======      =====
</TABLE>

1) Yield is shown on a fully taxable equivalent basis.


                                       8
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward Looking Statements

         Statements   included  in  Management's   Discussion  and  Analysis  of
Financial Condition and Results of Operations which are not historical in nature
are intended to be, and are hereby  identified as `forward  looking  statements'
for  purposes  of the safe  harbor  provided  by Section  21E of the  Securities
Exchange Act of 1934, as amended.  Community  Bankshares,  Inc. ("CBI") cautions
readers that forward looking  statements,  including without  limitation,  those
relating  to  CBI's  future  business  prospects,   revenues,  working  capital,
liquidity,  capital needs, interest costs, income and Year 2000 readiness of CBI
and its  customers,  are subject to certain risks and  uncertainties  that could
cause actual results to differ  materially  from those  indicated in the forward
looking  statements,  due to several important factors herein identified,  among
others,  and  other  risks  and  factors  identified  from time to time in CBI's
reports filed with the Securities and Exchange Commission.

Year 2000 Readiness Disclosure

         The  change in the year from 1999 to 2000 may create  serious  problems
for many computer systems around the world. This so-called millennium bug or Y2K
problem may affect certain of CBI's systems.  CBI is investigating the extent to
which its  systems  are  affected  and  communicating  with all of its  computer
vendors  concerning timely completion of remedies for those systems that require
modification. CBI is also communicating with third parties on which it relies to
assess  their  progress  in  evaluating   their  systems  and  implementing  any
corrective  measures  and has formed a  committee  to  coordinate  its Year 2000
activities. CBI has been taking and will continue to pursue reasonably necessary
steps to protect its operations and assets.

         Management  estimates  that the  costs  of Year  2000  compliance  will
approximate $250,000 and will be funded with internally generated resources. The
majority of these costs have  already  been  expended  and the  remaining  items
relate  primarily  to CBI's  testing  plans.  Most of CBI's  local and wide area
network  computer  and  communications  equipment  is  relatively  new. For this
reason,  the  overall  internal  financial  impact of the Year 2000  problem  is
expected to be relatively limited.

         CBI has been devoting  significant time and energy to management of the
Year 2000 problem.  It formed a Year 2000 steering committee comprised of senior
officers  from each of the three  banks and the  holding  company to oversee the
process.  The boards of directors of CBI and its  subsidiaries  receive  regular
detailed  progress  reports  on  the  Year  2000  project.   The  national  bank
regulators, which supervise the three banking subsidiaries,  have also devoted a
substantial  amount of their  time and  supervisory  attention  to the Year 2000
problems and related  issues,  as well as monitoring the banks'  progress toward
Year 2000 compliance.

         CBI has concentrated its internal efforts toward making its own mission
critical  systems fully Year 2000 compliant as quickly as practical.  Management
expects  its  efforts  to be  successful  and,  consequently,  has no  plans  to
implement  any major  changes in the  information  technology  systems  prior to
January 2000.



                                       9
<PAGE>

         CBI has completed testing its core information system and other mission
critical  systems.  Test  results  have been  successful.  In early  March  1999
management  simulated  conducting  banking  business during January 2000 and was
successful  in its testing.  In April 1999  management  engaged its  independent
accounting  firm to  evaluate  the  reasonableness  and  validity of its testing
program.

         Nevertheless,  CBI's  ability  to avoid  experiencing  difficulty  as a
result of the Year 2000 problem could be adversely  affected by the availability
of skilled  personnel,  the  success of  vendors,  customers  and  providers  of
services in dealing with their own Year 2000  problems and by the  difficulty of
identifying   all  the   possible   causes   of  the  Year  2000   problem   and
interrelationships between various mission critical systems. CBI is refining its
contingency  planning to anticipate  potential problems from external as well as
internal Year 2000 problems,  including, but not limited to,  telecommunications
and power suppliers.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

Net Income

         For the nine months  ended  September  30,  1999 (the 1999  period) CBI
earned a  consolidated  profit of  $1,586,000,  compared to  $1,182,000  for the
comparable  period of 1998, an increase of 34% or $404,000.  Basic  earnings per
share were $.52 in the 1999 period, compared to $.41 for the 1998 period.

         Orangeburg National Bank reported net income of $1,547,000 for the 1999
period.  This compares to $1,236,000 for the same period in 1998, an increase of
$311,000 or 25%. At September  30, 1999 the  Orangeburg  bank had $89 million in
loans, $134 million in assets, and $108 million in deposits.

         Sumter  National  Bank  reported  net income of  $377,000  for the 1999
period.  This  compares to $105,000 for the same period in 1998,  an increase of
$272,000  or 259%.  At  September  30,  1999 the Sumter  bank had $47 million in
loans, $58 million in assets, and $52 million in deposits. The Sumter bank began
operation in June 1996.

         Florence  National  Bank  reported a net after tax loss of $283,000 for
the 1999  period.  This  compares  to a net after tax loss of  $161,000  for the
two-month  period ended September 30, 1998. The Florence bank began operation in
July 1998. At September 30, 1999 the Florence bank had $15 million in loans, $22
million in assets, and $18 million in deposits.

         As noted above,  consolidated  net income for the 1999 period increased
from the prior year by 34% or $404,000.  The major  components  of this increase
are discussed  below.  Net interest income before  provision for loan losses for
the 1999 period  increased to  $6,221,000,  compared to $4,895,000  for the same
period in 1998,  an  increase  of 27% or  $1,326,000.  For the 1999  period  the
provision  for loan  losses was  $439,000,  compared  to  $324,000  for the 1998
period, an increase of 35% or $115,000.  Non-interest income for the 1999 period
increased  to $994,000  from  $785,000  for the 1998  period,  a 26% or $209,000
increase. Non-interest expense increased to $4,427,000 from $3,573,000, a 24% or
$854,000 increase.

                                       10
<PAGE>

         Throughout this  discussion  many of the dollar and percentage  changes
between periods are substantial.  The Orangeburg and Sumter banks are continuing
to grow assets and  earnings.  The 1999 periods  include the  operations  of the
Florence  bank for the entire three month and nine month  period,  however,  the
1998 periods only include  Florence's  operations  from when its business began,
July 1998, an approximately three month period.

Profitability

         One of the best ways to review  earnings  is through the ROA (return on
average assets) and the ROE (return on average equity).  Return on assets is the
income for the period divided by the average assets for the period,  annualized.
Return on equity is the income for the period  divided by the average equity for
the  period,  annualized.  Based  on  operating  results  for the  1999 and 1998
periods, the following table is presented.

                                  Nine months ended Sept. 30,
                                     1999             1998
                                   (dollars in thousands)
Average assets                    $201,422         $150,559
ROA                                   1.05%            1.05%
Average equity                     $19,483          $16,676
ROE                                  10.85%            9.45%
Net income                          $1,586           $1,182

         Average  assets  were  substantially  greater in 1999 than they were in
1998  primarily  as the result of the growth  associated  with the  operating of
three  banks  instead  of two.  Return on assets  has not  improved  because  of
operating losses incurred by Florence National Bank.

Net interest income

         Net interest income, the major component of CBI's income, is the amount
by which  interest and fees on interest  earning assets exceed the interest paid
on interest bearing  deposits and other interest bearing funds.  During the 1999
period  net  interest  income  after  provision  for loan  losses  increased  to
$5,782,000  from  $4,571,000,  a 27% or $1,211,000  increase over the comparable
1998 period.  This  improvement  was  primarily the result of an increase in the
volume of earning assets at all three banks.

Interest Income

         Elsewhere  in this report is a table  comparing  the average  balances,
yields,  and rates for the interest  rate  sensitive  segments of the  company's
balance sheet for the nine month  periods  ended  September 30, 1999 and 1998. A
discussion of that table follows.

         Total interest income for the 1999 period was $11,237,000 compared with
$8,909,000 for the same period in 1998, a 26% or $2,328,000 increase.  The yield
on earning  assets for the 1999 period was 7.96%,  down from 8.46.% for the 1998
period.  Total  average  interest  earning  assets  for  the  1999  period  were
$188,183,000,  up from  $140,436,000 for the same period in 1998, an increase of
34% or $47,747,000.



                                       11
<PAGE>

         The loan  portfolio  earned  $8,886,000  for the 1999  period,  up from
$7,027,000 for the same period of 1998, a 26% or $1,859,000  increase.  The 1999
yield decreased to 8.83% from 9.37% for the 1998 period.  The prime lending rate
fell from 8.50% to 7.75% during the fourth quarter of 1998. It increased  during
the third quarter of 1999 to 8.25%.  The average size of the loan  portfolio was
$134,149,000  for the 1999 period,  up from  $99,995,000  for the same period of
1998, an increase of 34% or $34,154,000.

         The taxable investment  portfolio earned $1,785,000 for the 1999 period
up from  $1,447,000  for the 1998 period a 23% or $338,000  increase.  The yield
decreased to 6.14% in the 1999 period from 6.44% in the 1998 period. The average
size  of the  portfolio  increased  to  $38,775,000  in  the  1999  period  from
$29,950,000 in the 1998 period, an increase of 29% or $8,825,000.

         The tax exempt investment  portfolio continues to be a relatively small
part of the portfolio.  It earned $22,000 for the 1999 period compared to $9,000
for the 1998 period an increase of 144% or $13,000.  The yield on the  portfolio
was 5.93% (on a fully taxable equivalent basis), decreased from the prior year's
6.18%.  The average  size of the  portfolio  increased  to $749,000 for the 1999
period from $294,000 in the 1998 period, an increase of 155% or $455,000.

         Interest  bearing deposits in other banks  contributed  $90,000 for the
1999 period  compared to $98,000  during 1998,  a decrease of 8% or $8,000.  The
yield on these deposits  decreased to 5.25% from 5.54%. CBI averaged  $2,285,000
in interest bearing  balances in the 1999 period,  compared to $2,360,000 in the
1998 period, a decrease of 3% or $75,000.

         Federal  funds sold earned  $454,000  for the 1999  period  compared to
$328,000  the prior year,  an increase of 38% or $126,000.  Yields  decreased to
4.95% from  5.58%.  For the 1999  period CBI  increased  its  average  volume in
federal funds sold to $12,225,000  from $7,837,000 for the 1998 period, a 54% or
$4,388,000 increase. This substantial increase was mostly related to the opening
of the new bank in Florence.

Interest expense

         Interest  expense  increased  for the 1999  period to  $5,016,000  from
$4,014,000  for the 1998 period,  a 25% or  $1,002,000  increase.  The volume of
interest bearing liabilities  increased to $155,457,000 for the 1999 period from
$114,304,000  for the 1998 period,  a 36% or $41,153,000  increase.  The average
rate CBI paid for interest bearing liabilities during the 1999 period was 4.30%,
down from 4.68% for the 1998 period.

         The cost of savings accounts  increased to $706,000 for the 1999 period
from $537,000 in the 1998 period,  a 31% or $169,000  increase.  Average savings
deposit  balances  increased to $28,804,000 for the 1999 period from $20,356,000
for the 1998 period, an increase of 41% or $8,448,000.  The average rate paid on
these funds decreased to 3.27% from 3.52%.

         Interest  bearing  transaction  accounts  cost  $196,000  for the  1999
period,  almost  unchanged from the prior year's  $192,000.  The volume of these
deposits  increased to $16,946,000 for the 1999 period from  $13,617,000 for the
1998 period, a 24% or $3,329,000 increase.  The average rate paid on these funds
decreased to 1.54% from 1.88%.



                                       12
<PAGE>

         Time deposits cost $3,536,000 for the 1999 period up from $2,951,000 in
the 1998  period,  an  increase  of 20% or  $585,000.  The volume  increased  to
$93,186,000 for the 1999 period from  $71,821,000 for the 1998 period,  a 30% or
$21,365,000  increase.  The average rate paid on these funds  decreased to 5.06%
for the 1999 period from 5.48% for the 1998 period.

         Short term borrowing consists of federal funds purchased and securities
sold under  agreements  to  repurchase.  It cost  $137,000  for the 1999 period,
increased  from $76,000 for the 1998  period,  an 80% or $61,000  increase.  The
volume of these funds increased to $5,572,000 in the 1999 period from $2,467,000
in the 1998 period, an increase of 126% or $3,105,000.  The average rate paid on
these funds decreased to 3.28% from 4.11%.

         Borrowings  from the Federal Home Loan Bank cost  $441,000 for the 1999
period compared to $258,000 for the 1998 period, a 71% or $183,000 increase. The
advances averaged  $10,949,000 during the 1999 period compared to $6,043,000 for
the prior year period, a 81% or $4,906,000  increase.  The increasing  volume in
these funds is due to the Orangeburg bank's asset-liability management strategy.
The average rate paid on these funds decreased to 5.37% from 5.69%.

Non-Interest Income

         Non-interest  income for the 1999 period grew to $994,000 from $785,000
in the 1998 period, a 27% or $209,0000 increase.  This increase was generated by
substantial  increases  in service  charge fee income at the Sumter bank and the
operation of the new Florence bank.

Non-Interest Expense

         For the 1999 period non-interest  expenses increased to $4,427,000 from
$3,573,000 for the 1998 period,  a 24% or $854,000  increase.  Of this increase,
approximately  $752,000  or 81% is  related  to  operation  of the  new  bank in
Florence.

         Personnel  costs  were  $2,569,000  for the  1999  period  compared  to
$2,022,000 for the 1998 period, a 27% or $547,000 increase.

         Premises  and  equipment  expense  for the 1999  period  were  $670,000
compared to $480,000 for the 1998 period, an increase of 40% or $190,000.

         Other costs were  $1,188,000 for the 1999 period compared to $1,071,000
for the 1998 period, an increase of 11% or $117,000.

Income Taxes

         CBI  provided  $763,000  for federal and state  income taxes during the
1999 period  compared to $601,000 for the same period in 1998, a 27% or $162,000
increase.



                                       13
<PAGE>

    RESULTS OF OPERATIONS FOR THE QUARTERS ENDED SEPTEMBER 30, 1999 AND 1998

Net Income

         For the quarter ended September 30, 1999 (the 1999 quarter), CBI earned
a  consolidated  profit of  $614,000,  compared to $335,000  for the  comparable
period of 1998,  an increase of 83% or $279,000.  Basic  earnings per share were
$.20 in the 1999 period,  compared to $.12 for the 1998  period,  an increase of
67%.

         The  substantial  83%  increase in net income for the quarter is due to
two major factors.  The first factor is that the Florence bank began business in
July 1998 and accordingly  began to suffer its initial and most severe operating
losses during the third quarter 1998. During the third quarter 1999 those losses
have been  significantly  diminished.  The second factor is that the Sumter bank
was only slightly  profitable  during the third  quarter 1998.  During the third
quarter 1999 the Sumter bank had substantially increased its profitability.

         The other changes in the items comprising net interest income which are
discussed  below  resulted from  essentially  the same factors  discussed  above
regarding the results of operation for the nine months ended September 30, 1999.

Net interest income

         Net  interest  income  before  provision  for loan  losses for the 1999
quarter increased to $2,265,000, compared to $1,735,000 for the 1998 quarter, an
increase of 31% or $530,000.  For the 1999 quarter the provision for loan losses
was $166,000,  compared to $136,000 for the 1998 quarter,  an increase of 22% or
$30,000.

Interest Income

         Total  interest  income  for the  third  quarter  1999  was  $4,092,000
compared  with  $3,201,000  for the  same  period  in  1998,  a 28% or  $891,000
increase.

         The loan portfolio earned  $3,254,000 for the third quarter in 1999, up
from $2,488,000 for the same period of 1998, a 31% or $766,000 increase.

         The investment portfolio earned $670,000 for the third quarter in 1999,
up from $499,000 for the 1998 period, a 34% or $171,000 increase.

         Interest  bearing deposits in other banks  contributed  $11,000 for the
third quarter 1999, compared to $30,000 during the prior year, a decrease of 63%
or $19,000.

         Federal  funds sold earned  $157,000 the third quarter of 1999 compared
to $184,000 the prior year, a decrease of 15% or $27,000.


Interest expense

         Interest expense  increased for the third quarter of 1999 to $1,827,000
from the prior year's $1,466,000, a 25% or $361,000 increase.

Non-interest income and expense

         Non-interest  income for the 1999 quarter  increased  to $344,000  from
$294,000 for the 1998 quarter, a 17% or $50,000 increase.  Non-interest  expense
increased to $1,530,000 from $1,371,000, a 12% or $159,000 increase.


                                       14
<PAGE>

CHANGES IN FINANCIAL POSITION

Investment portfolio

         The  investment  portfolio is comprised  of a  held-to-maturity  and an
available-for-sale  portion. CBI and its three banks usually purchase short term
issues of U. S Treasury and U. S.  Government  agency  securities for investment
purposes.  At  September  30,  1999,  the  held-to-maturity   portfolio  totaled
$13,469,000  compared to  $15,286,000 at December 31, 1998, a decrease of 12% or
$1,817,000.  At September 30, 1999,  the  available-for-sale  portfolio  totaled
$30,759,000  compared to $18,862,000 at December 31, 1998, an increase of 63% or
$11,897,000.  The  following  chart  summarizes  the  investment  portfolios  at
September 30, 1999, and December 31, 1998.

<TABLE>
<CAPTION>
                                                               September 30, 1999
                                                                       Held to maturity                    Available for sale
                                                                 Amortized cost      Fair value       Amortized cost      Fair value
                                                                 --------------      ----------       --------------      ----------
                                                                                      (dollars in thousands)
<S>                                                                <C>                 <C>                 <C>               <C>
U. S. Government and federal agencies ..................           $ 13,369            $ 12,941            $29,358           $28,610
Tax exempt securities ..................................                100                 100                828               818
Other equity securities ................................                  -                   -              1,331             1,331
                                                                   --------            --------            -------           -------
     Total .............................................           $ 13,469            $ 13,041            $31,517           $30,759
                                                                   ========            ========            =======           =======

Unrealized (loss) ......................................           $   (428)                              $   (758)
                                                                    =======                                =======
<CAPTION>

                                                               December 31, 1998
                                                                       Held to maturity                    Available for sale
                                                                 Amortized cost      Fair value       Amortized cost      Fair value
                                                                 --------------      ----------       --------------      ----------
                                                                                        (dollars in thousands)
<S>                                                                 <C>                 <C>                <C>               <C>
U. S. Government and federal agencies ......................        $15,035             $15,076            $16,921           $16,975
Tax exempt securities ......................................            251                 253                225               227
Other equity securities ....................................              -                   -              1,660             1,660
                                                                    -------             -------            -------           -------
     Total .................................................        $15,286             $15,329            $18,806           $18,862
                                                                    =======             =======            =======           =======

Unrealized gain ............................................        $    43                                $    56
                                                                    =======                                =======
</TABLE>




                                       15
<PAGE>

Loan portfolio

         The loan portfolio is primarily  consumer and small business  oriented.
At  September  30,  1999,  the loan  portfolio  was  $151,722,000,  compared  to
$117,795,000 at December 31, 1998, a 29% or $33,927,000 increase.  The following
chart  summarizes  the loan  portfolio at September  30, 1999,  and December 31,
1998.

                                           Sep. 30, 1999     Dec. 31, 1998
                                           -------------     -------------
                                               (dollars in thousands)
Real estate ........................            $ 89,266          $ 68,527
Commercial .........................              38,369            29,943
Loans to individuals ...............              24,087            19,325
                                                --------          --------
     Total .........................            $151,722          $117,795
                                                ========          ========


Past Due and Non-Performing Assets and the Allowance for Loan Losses

         CBI closely  monitors past due loans and loans that are in  non-accrual
status  and  other  real  estate  owned.  Below  is a  summary  of past  due and
non-performing assets at September 30, 1999, and December 31, 1998.

                                             Sept. 30, 1999        Dec. 31, 1998
                                             --------------        -------------
                                                  (dollars in thousands)
Past due 90 days + accruing loans ........         $56                   $187
Non-accrual loans ........................        $145                    $31
Impaired loans (included in nonaccrual) ..        $145                    $31
Other real estate owned ..................         $31                   $266

         Management  considers the past due and non-accrual amounts at September
30, 1999 to be reasonable and manageable in the normal course of business.

         CBI had no restructured loans during any of the above listed periods.

         CBI's activity with its allowance for loan losses reserve is summarized
below.

<TABLE>
<CAPTION>
                                                                       Sept. 30, 1999          Dec. 31, 1998          Sept. 30, 1998
                                                                       --------------          -------------          --------------
<S>                                                                        <C>                   <C>                   <C>
Allowance at beginning of period .................................         $ 1,459               $ 1,140               $ 1,140
Provision expense ................................................             439                   484                   323
Net charge offs ..................................................             (93)                 (165)                  (99)
                                                                           -------               -------               -------
Allowance at end of period .......................................         $ 1,805               $ 1,459               $ 1,364
                                                                           =======               =======               =======
Allowance as a % of outstanding loans ............................            1.19%                 1.24%                 1.24%
</TABLE>

         In reviewing  the adequacy of the  allowance for loan losses at the end
of each period,  management of each of of the banks  considers  historical  loan
loss  experience,  current  economic  condition,  loans  outstanding,  trends in
non-performing  and  delinquent  loans,  and the quality of collateral  securing
problem loans. After charging off all known losses,  management of each of banks
considers the allowance adequate to provide for estimated future losses inherent
in the loan portfolio at September 30, 1999.




                                       16
<PAGE>

Premises and equipment

         Premises and equipment were $4,686,000 at September 30, 1999,  compared
to $3,892,000 at December 31, 1998, an increase of 20% or $794,000. Most of this
increase  was due to the  opening of a new branch  bank  building  on  Broughton
Street in Orangeburg. This office replaced an existing branch building, which is
now being rented to Community Bankshares.

Deposits

         Deposits  were   $177,558,000  at  September  30,  1999,   compared  to
$147,630,000 at December 31, 1998, an increase of 20% or $29,928,000.

         Time deposits  greater than $100,000 were  $34,883,000 at September 30,
1999,  compared to  $24,504,000  at  December  31,  1998,  an increase of 42% or
$10,379,000.

Liquidity

         Liquidity is the ability to meet current and future obligations through
liquidation  or maturity of existing  assets or the  acquisition  of  additional
liabilities.  Adequate  liquidity  is  necessary  to meet  the  requirements  of
customers for loans and deposit  withdrawals in a timely and economical  manner.
The most manageable  sources of liquidity are composed of liabilities,  with the
primary  focus of  liquidity  management  being the ability to attract  deposits
within the Orangeburg National Bank, Sumter National Bank, and Florence National
Bank service areas.  Core deposits (total deposits less  certificates of deposit
of $100,000 or more) provide a relatively  stable funding base.  Certificates of
deposit of $100,000 or more are generally more sensitive to changes in rates, so
they must be  monitored  carefully.  Asset  liquidity  is  provided  by  several
sources,  including amounts due from banks,  federal funds sold, and investments
available for sale.

         CBI and its  banks  maintain  an  available-for-sale  investment  and a
held-to-maturity investment portfolio. While all these investment securities are
purchased with the intent to be held to maturity, such securities are marketable
and  occasional  sales may occur  prior to  maturity  as part of the  process of
asset/liability and liquidity management.  Such sales will generally be from the
available-for-sale  portfolio.  Management  deliberately  maintains a short-term
maturity  schedule for its  investments so that there is a continuing  stream of
maturing investments.  CBI intends to maintain a short-term investment portfolio
in order to continue to be able to supply liquidity for its lending activity and
for customer withdrawals.

         CBI has substantially more liabilities  (mostly deposits,  which may be
withdrawn) which mature in the next 12 months than it has assets maturing in the
same period.  However, based on its historical  experience,  and that of similar
financial  institutions,  CBI believes that it is unlikely that so many deposits
would be withdrawn,  without being replaced by other deposits, that CBI would be
unable to meet its liquidity needs with the proceeds of maturing assets.



                                       17
<PAGE>

         CBI through its banking subsidiaries also maintains federal funds lines
of credit with correspondent  banks, and is able to borrow from the Federal Home
Loan Bank and from the Federal Reserve's discount window.

         CBI through  its banking  subsidiaries  has a  demonstrated  ability to
attract deposits from its markets.  Deposits have grown from $30 million in 1989
to over $172  million  in 1999.  This base of  deposits  is the major  source of
operating liquidity.

         CBI's long term liquidity  needs are expected to be primarily  affected
by the maturing of long-term certificates of deposit. At September 30, 1999, CBI
had  approximately  $24.6 million in  certificates of deposit and other interest
bearing  liabilities  maturing in one to five years. CBI had no such liabilities
maturing in over 5 years. CBI's assets maturing or repricing in the same periods
were $86.6  million  and $49  million,  respectively.  CBI expects to be able to
manage its current balance sheet  structure  without  experiencing  any material
liquidity problems.

         CBI and its three banks have been  examining the issue of liquidity and
its  relationship  to the Y2K  computer  bug.  It is  impossible  to  accurately
quantify  possible  reaction to the Y2K problem by the public in general and the
banks'  customers  in  particular  as the new year  approaches.  The  banks  all
recognize their responsibility to be able to provide for customer withdrawals as
well as to fund new loan  activity.  Accordingly,  each  bank has  adopted a Y2K
liquidity  policy  which has been  discussed  with and  approved by its board of
directors.

         In the opinion of  management,  CBI's current and  projected  liquidity
position is adequate with respect to normal operations and the New Year.


Capital resources

         As shown by the  capital  ratios in the table  below,  CBI  maintains a
strong capital position.

                                               Sept. 30, 1999      Dec. 31, 1998
                                               --------------      -------------
Tier 1 capital to average total assets              9.34%             10.90%
Tier 1 capital to risk weighted assets             13.00%             15.90%
Total capital to risk weighted assets              14.16%             17.00%

         Banks are required to maintain a minimum risk weighted capital ratio of
at least 8%.

         In the opinion of  management,  the  Company's  current  and  projected
capital positions are adequate.

Common Stock

         At September  30, 1999 the common stock  account  totaled  $14,205,000,
compared to  $14,648,000  at December 31, 1998.  This $443,000  decrease was the
result of the  redemption  of $630,000 in CBI common  stock and the  issuance of
stock for $187,000 resulting from the exercise of employee stock options.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable pursuant to Instruction 1 to 17 C.F.R. 229.305(c).



                                       18
<PAGE>

Part II--Other Information


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

See Exhibit Index.

b)  None.


                                       19
<PAGE>

Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                       DATED: November 2, 1999
COMMUNITY BANKSHARES, INC.

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

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









                                       20
<PAGE>


                                  EXHBIT INDEX


Exhibit   No.(from  item  Description
601 of S-B)

(27)                      Financial Data Schedule