--------------------------------------------------------------------------------



                       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 March 31, 2000  Commission 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 Identification Number)
 Incorporation or Organization)


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


                                 (803) 535-1060
              (Registrant's telephone number, including area code)



         Indicate by check mark 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 equity, as of the latest practicable date:  3,191,325 shares of common
stock outstanding as of May 1, 2000.
--------------------------------------------------------------------------------

<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


                            Part II-Other Information
      Item 6       Exhibits and Reports on Form 8-K ......................... 17



                                       2
<PAGE>

Part I. Item 1. Financial Statements
            COMMUNITY BANKSHARES, INC. - CONSOLIDATED BALANCE SHEETS
         ($ amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                    March 31,           December 31,
         ASSETS                                                                                       2000                  1999
                                                                                                      ----                  ----
                                                                                                    UNAUDITED
Cash and due from other financial institutions:
<S>                                                                                                <C>                    <C>
     Non-interest bearing ............................................................             $  10,516              $  12,275
     Federal funds sold ..............................................................                 5,320                  8,040
                                                                                                   ---------              ---------
         Total cash and cash equivalents .............................................                15,836                 20,315
Interest bearing deposits in other banks .............................................                 1,255                    788
Investment securities:
     Securities held to maturity .....................................................                12,870                 13,369
     Securities available for sale ...................................................                34,973                 30,566
Loans held for resale ................................................................                    50                    269

Loans ................................................................................               171,490                157,089
     Less, allowance for loan losses .................................................                (2,087)                (1,936)
                                                                                                   ---------              ---------
         Net loans ...................................................................               169,403                155,153

Accrued interest  receivable .........................................................                 2,017                  1,700
Premises and equipment ...............................................................                 4,526                  4,619
Deferred income taxes ................................................................                   879                    858
Other assets .........................................................................                   529                    393
                                                                                                   ---------              ---------

         Total assets ................................................................             $ 242,338              $ 228,030
                                                                                                   =========              =========

         LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
     Non-interest bearing ............................................................             $  27,105              $  26,878
     Interest bearing ................................................................               170,152                157,486
                                                                                                   ---------              ---------
         Total deposits ..............................................................               197,257                184,364
Federal funds purchased and securities
     sold under agreements to repurchase .............................................                 2,308                  2,782
Federal Home Loan Bank advances ......................................................                20,620                 19,420
Other liabilities ....................................................................                 1,553                  1,219
                                                                                                   ---------              ---------
         Total liabilities ...........................................................               221,738                207,785
                                                                                                   ---------              ---------

Shareholders' equity:
     Common stock
         No par, authorized shares 12,000,000, issued and ............................                15,906                 14,207
         outstanding 3,191,325 in 2000 and 3,191,462 in 1999
     Retained earnings ...............................................................                 5,374                  6,549
     Accumulated other comprehensive (loss) ..........................................                  (680)                  (511)
                                                                                                   ---------              ---------
         Total shareholders' equity ..................................................                20,600                 20,245
                                                                                                   ---------              ---------

         Total liabilities and shareholders' equity ..................................             $ 242,338              $ 228,030
                                                                                                   =========              =========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       3
<PAGE>

       COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF CHANGES IN
                              SHAREHOLDERS' EQUITY
         for the three months ended March 31, 2000 and 1999 (Unaudited)

<TABLE>
<CAPTION>
                                                                                                        Accumulated
                                                                                                           Other           Total
                                                               Common          Common       Retained   Comprehensive   Shareholders'
                                                               Shares          Stock        Earnings   Income (Loss)       Equity
                                                               ------          -----        --------   -------------       ------
                                                                                    ($ amounts in thousands)
<S>                                                           <C>           <C>            <C>            <C>            <C>
Balances at Dec. 31, 1998 ...............................     3,200,070     $   14,648     $    4,975     $       36     $   19,659
Comprehensive income:
     Net income .........................................                                         429                           429
     Other comprehensive income (loss) net of tax:
     Unrealized gain (loss) on securities ...............                                                       (112)          (112)
Issuance of common stock ................................        38,535            169                                          169
Redemption of common stock ..............................       (49,455)          (630)                                        (630)
Dividends paid ..........................................             0              0           (275)             0           (275)
                                                             ----------     ----------     ----------     ----------     ----------
Balances at Mar. 31, 1999 ...............................     3,189,150     $   14,187     $    5,129     $      (76)    $   19,240
                                                             ==========     ==========     ==========     ==========     ==========


Balances at Dec. 31, 1999 ...............................     3,191,462     $   14,207     $    6,549     $     (511)    $   20,245
Comprehensive income:
     Net income .........................................                                         694                           694
     Other comprehensive income (loss) net of tax:
     Unrealized gain (loss) on securities ...............                                                       (169)          (169)
Cash-in-lieu of shares in connection ....................          (137)
     with Jan. 31, 2000 stock dividend
Market value of shares issued in five
     percent stock dividend .............................             -          1,709         (1,709)                            -
Costs of stock dividend .................................                          (10)                                         (10)
Cash dividends paid .....................................             0              0           (160)             0           (160)
                                                             ----------     ----------     ----------     ----------     ----------
Balances at Mar. 31, 2000 ...............................     3,191,325     $   15,906     $    5,374     $     (680)    $   20,600
                                                             ==========     ==========     ==========     ==========     ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       4
<PAGE>

         COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                                        Three months ended March 31,
                                                                                                           2000             1999
                                                                                                           ----             ----
                                                                                                        UNAUDITED         UNAUDITED
                                                                                                          ($ amounts in thousands)
Interest and dividend income:
<S>                                                                                                    <C>                <C>
    Interest and fees on loans ...............................................................         $    3,730         $    2,692
    Deposits with other financial institutions ...............................................                  4                 36
    Investment securities:
      Interest - U. S. Treasury and
        U. S. Government Agencies ............................................................                706                500
      Dividends ..............................................................................                 29                 33
                                                                                                       ----------         ----------
         Total investment securities .........................................................                735                533
    Federal funds sold and securities
      purchased under agreements to resell ...................................................                114                154
                                                                                                       ----------         ----------
         Total interest and dividend income ..................................................              4,583              3,415
                                                                                                       ----------         ----------
Interest expense:
    Deposits:
      Certificates of deposit of $100,000 or more ............................................                508                313
      Other ..................................................................................              1,380              1,040
                                                                                                       ----------         ----------
         Total deposits ......................................................................              1,888              1,353
    Federal funds purchased and securities
      sold under agreements to repurchase ....................................................                 24                 38
    Federal Home Loan Bank advances ..........................................................                253                128
                                                                                                       ----------         ----------
         Total interest expense ..............................................................              2,165              1,519
                                                                                                       ----------         ----------
Net interest income ..........................................................................              2,418              1,896
Provision for loan losses ....................................................................                180                134
                                                                                                       ----------         ----------
Net interest income after provision for loan losses ..........................................              2,238              1,762
                                                                                                       ----------         ----------
Non-interest income:
    Service charges on deposit accounts ......................................................                347                217
    Other ....................................................................................                 90                 88
                                                                                                       ----------         ----------
         Total non-interest income ...........................................................                437                305
                                                                                                       ----------         ----------
Non-interest expense:
    Salaries and employee benefits ...........................................................                940                832
    Premises and equipment ...................................................................                224                215
    Other ....................................................................................                436                390
                                                                                                       ----------         ----------
         Total non-interest expense ..........................................................              1,600              1,437
                                                                                                       ----------         ----------
Income before taxes ..........................................................................              1,075                630
Provision for income taxes ...................................................................                381                201
                                                                                                       ----------         ----------
Net income ...................................................................................         $      694         $      429
                                                                                                       ==========         ==========
Basic earnings per common share:
    Weighted average shares outstanding ......................................................          3,191,325          3,190,523
                                                                                                       ==========         ==========
    Net income per common share ..............................................................         $     0.22         $     0.13
                                                                                                       ==========         ==========
Diluted earnings per common share:
    Weighted average shares outstanding ......................................................          3,212,902          3,218,251
                                                                                                       ==========         ==========
    Net income per common share ..............................................................         $     0.22         $     0.13
                                                                                                       ==========         ==========
</TABLE>
     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       5
<PAGE>

       COMMUNITY BANKSHARES, INC. - CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                        Three months ended March 31,
        ($ amounts in thousands)                                                                           2000             1999
                                                                                                           ----             ----
                                                                                                        UNAUDITED         UNAUDITED
Cash flows from operating activities:
<S>                                                                                                   <C>                  <C>
Net income ...............................................................................            $    694             $    429
Adjustments to reconcile net income
    to net cash (provided) used by operating activities
        Depreciation and amortization ....................................................                 119                  109
        Provision for loan losses ........................................................                 180                  134
        Accretion of discounts and amortization of premiums -
          investment securities - net ....................................................                  63                   23
        Proceeds from sale of real estate loans held for sale ............................               1,025                3,389
        Origination of real estate loans held for sale ...................................                (806)              (2,987)
Changes in operating assets and liabilities:
        (Increase) in interest receivable ................................................                (317)                (148)
        (Increase) decrease in other assets ..............................................                (157)                  59
        Increase in other liabilities ....................................................                 334                   56
                                                                                                      --------             --------
           Net cash provided  by operating activities ....................................               1,135                1,064
                                                                                                      --------             --------

Cash flows from investing activities:
        Net (increase) in interest bearing deposits
           with other banks ..............................................................                (467)              (2,308)
        Purchases of held to maturity securities .........................................                (501)              (2,251)
        Proceeds from maturities of held to maturity securities ..........................               1,000                4,403
        Purchases of available for sale securities .......................................              (4,992)              (7,977)
        Proceeds from maturities of available for sale securities ........................                 353                3,829
        Net (increase) in loans to customers .............................................             (14,430)              (9,638)
        Purchase of premises and equipment ...............................................                 (26)                (368)
                                                                                                      --------             --------
           Net cash (used) in investing activities .......................................             (19,063)             (14,310)
                                                                                                      --------             --------
Cash flows from financing activities:
        Net increase in demand, savings, & time deposits .................................              12,893               10,847
        Net (decrease) in federal funds purchased
           and securities sold under agreements to re purchase ...........................                (474)              (1,279)
        Increase in Federal Home Loan Bank advances ......................................               1,200                2,000
        Sale of common stock .............................................................                   -                  169
        Common stock redemption ..........................................................                 (10)                (630)
        Dividend payments ................................................................                (160)                (275)
                                                                                                      --------             --------
           Net cash provided by financing activities .....................................              13,449               10,832
                                                                                                      --------             --------

Net decrease in cash and cash equivalents ................................................              (4,479)              (2,414)
Cash and cash equivalents - beginning of period ..........................................              20,315               23,296
                                                                                                      --------             --------
Cash and cash equivalents - end of period ................................................            $ 15,836             $ 20,882
                                                                                                      ========             ========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS


                                       6
<PAGE>


Summary of Significant Accounting Principles

         A summary of significant  accounting policies and the audited financial
statements for 1999 are included in Company's Annual Report on Form 10-K for the
year ended December 31, 1999.

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 1999 Annual Report on Form 10-K.

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 (Expense)        Net-of-Tax
                                                                                Amount             or Benefit            Amount
                                                                                ------             ----------            ------
Unrealized gains (losses) on securities:
<S>                                                                          <C>                   <C>                  <C>
Unrealized holding gains (losses) arising during ..................          $  (115,000)          $    39,000          $   (76,000)
     period
Less: reclassification adjustment for gains
     (losses) realized in net income ..............................                    0                     0                    0
Net unrealized gains (losses) .....................................             (115,000)               39,000              (76,000)
                                                                             -----------           -----------          -----------
Other comprehensive income, March 31, 1999 ........................          $  (115,000)          $    39,000          $   (76,000)
                                                                             ===========           ===========          ===========

Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during ..................          $(1,053,000)          $   373,000          $  (680,000)
     period
Less: reclassification adjustment for gains
     (losses) realized in net income ..............................                    0                     0                    0
                                                                             -----------           -----------          -----------
Net unrealized gains (losses) .....................................           (1,053,000)              373,000             (680,000)
                                                                             -----------           -----------          -----------
Other comprehensive income, March 31, 2000 ........................          $(1,053,000)          $   373,000          $  (680,000)
                                                                             ===========           ===========          ===========
</TABLE>

Stock Dividend

         On January  31,  2000,  CBI  effected a 5% stock  dividend.  All shares
outstanding  and per share data  amounts  have been  retroactively  restated  to
reflect the dividend.


                                       7
<PAGE>


     COMMUNITY BANKSHARES, INC. - AVERAGE BALANCE SHEETS, YIELDS, AND RATES
<TABLE>
<CAPTION>

    Quarter ended March 31,                                               2000                                    1999
                                                                        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 ......................     $    352       $    4          4.55%    $  2,671       $   36         5.39%
    Investment securities taxable ..................       45,852          727          6.34%      34,303          527         6.15%
    Investment securities--tax exempt ..............          809            8          5.99%         602            6         6.04%
    Federal funds sold .............................        7,810          114          5.84%      12,585          154         4.89%
    Loans receivable ...............................      163,226        3,730          9.14%     122,562        2,692         8.79%
                                                         --------       ------                   --------       ------

    Total interest earning assets ..................      218,049        4,583          8.41%     172,723        3,415         7.91%

    Cash and due from banks ........................        8,268                                   7,978
    Allowance for loan losses ......................       (2,009)                                 (1,519)
    Premises and equipment .........................        4,576                                   4,269
    Other assets ...................................        2,973                                   2,054
                                                         --------                                --------

    Total assets ...................................     $231,857                                $185,505
                                                         ========                                ========


    Liabilities and Shareholders' Equity

    Interest bearing deposits
    Savings ........................................     $ 31,191         $295          3.78%    $ 26,847       $  216         3.22%
    Interest bearing transaction accounts ..........       19,166           75          1.57%      15,919           61         1.53%
    Time deposits ..................................      112,652        1,518          5.39%      84,534        1,076         5.09%
                                                         --------       ------                   --------       ------

    Total interest bearing deposits ................      163,009        1,888          4.63%     127,300        1,353         4.25%
    Short term borrowing ...........................        2,709           24          3.54%       5,113           38         2.97%
    FHLB advances ..................................       18,001          253          5.62%       9,512          128         5.38%
                                                         --------       ------                   --------       ------
    Total interest bearing liabilities .............      183,719        2,165          4.71%     141,925        1,519         4.28%

    Noninterest bearing demand deposits ............       26,532                                  23,033
    Other liabilities ..............................        1,179                                   1,113
    Shareholders' equity ...........................       20,427                                  19,434
                                                         --------                                --------

    Total liabilities and shareholders' equity .....     $231,857                                $185,505
                                                         ========                                ========


    Interest rate spread ...........................                                    3.70%                                  3.63%


    Net interest income and net yield on earning assets                 $2,418          4.44%                   $1,896         4.39%
                                                                        ======                                  ======
</TABLE>

                                       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.  The Corporation cautions readers that forward
looking  statements,   including  without  limitation,  those  relating  to  the
Corporation's future business prospects,  revenues, working capital,  liquidity,
capital  needs,  interest  costs,  and income,  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 the Corporation's reports filed with the Securities and Exchange
Commission.


RESULTS OF  OPERATIONS:  QUARTER  ENDED MARCH 31, 2000 COMPARED TO QUARTER ENDED
MARCH 31, 1999

Net Income

         For the  first  quarter  of 2000 CBI  earned a  consolidated  profit of
$694,000,  compared to $429,000  for the first  quarter of 1999,  an increase of
61.8% or  $265,000.  Basic and diluted  earnings per share were $.22 in the 2000
period, compared to $.13 for the 1999 period.

         For the first  quarter  of 2000  Orangeburg  National  Bank  reported a
profit of  $541,000,  compared to  $469,000  for the first  quarter of 1999,  an
increase of 15.3% or $72,000.

         For the first quarter of 2000 Sumter National Bank reported a profit of
$181,000  compared to $82,000 for the first quarter of 1999, an increase of 121%
or $99,000. The Sumter bank began operation in June 1996.

         For the first  quarter of 2000  Florence  National  Bank reported a net
loss of $29,000  compared to net loss of $116,000 for the first quarter of 1999,
an improvement of $87,000. The Florence bank began operation in July 1998.

         As noted above, consolidated net income for the quarter ended March 31,
2000,  increased from the prior year by 61.7% or $265,000.  The major components
of this increase are discussed  below.  Net interest income before provision for
loan losses for the three months ended March 31, 2000,  increased to $2,418,000,
compared  to  $1,896,000  for the same  period in 1999,  an increase of 27.5% or
$522,000.  For the same  period,  the  provision  for loan losses was  $180,000,
compared  to  $134,000  for the 1999  period,  an  increase of 34.3% or $46,000.
Non-interest  income for the 2000 period increased to $437,000 from $305,000 for
the 1999 period, a 43.3% or $132,000 increase. Non-interest expense increased to
$1,600,000 from $1,437,000, an 11.3% or $163,000 increase.

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 quarters ended March
31, 2000 and 1999, the following table is presented.



                                       9
<PAGE>

Period ended March 31,                2000             1999
----------------------                ----             ----
                                      (dollars in thousands)
Average assets ................    $231,857          $185,505
ROA ...........................       1.20%             0.93%
Average equity ................     $20,427           $19,434
ROE ...........................      13.59%             8.83%
Net income ....................        $694              $429

The improvement in ROA and ROE is mostly related to increased volumes of earning
assets at all three banks.

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 exceeds the interest paid
on interest bearing deposits and other interest bearing funds.  During the first
quarter of 2000, net interest income after  provision for loan losses  increased
to $2,238,000 from $1,762,000, a 27% or $476,000 increase over the first quarter
of 1999. This improvement was the result of a $45 million increase in the volume
of earning  assets and  increasing  yields.  The average yield on earning assets
increased to 8.41% for the 2000 period from 7.91% for the 1999 period.  This was
mostly the result of an  increase  in the prime  lending  rate,  which was 8.75%
during the first quarter of 2000, compared to 7.75% for the same period in 1999.

         For the  first  quarter  of 2000  the  cost of  funds  averaged  4.71%,
increased from 4.28% for the first quarter of 1999. The increase in the yield on
earning  assets was partially  offset by the increase in the cost of funds.  The
effect of these changes was a net interest  spread (yield on earning assets less
cost of interest  bearing  liabilities)  of 3.69% for the first quarter of 2000,
increased from 3.63% during the first quarter of 1999. CBI's net interest margin
(net interest  income  divided by total earning  assets) was 4.44% for the first
quarter of 2000, compared to 4.39% for the first quarter of 1999.

Interest Income

         Elsewhere  in this report is a table  comparing  the average  balances,
yields,  and rates for the interest rate sensitive segments of the Corporation's
balance  sheets for the quarters  ended March 31, 2000 and 1999. A discussion of
that table follows.

         Total  interest  income  for the  first  quarter  2000  was  $4,583,000
compared  with  $3,415,000  for the same period in 1999,  a 34.2% or  $1,168,000
increase.  The yield on earning assets for the 2000 period was 8.41%,  increased
from 7.91% for the 1999 period.  Total average  interest  earning assets for the
2000 period were  $218,049,000,  up from  $172,723,000  for the 1999 period,  an
increase of 26.2% or $45,326,000.

         The loan  portfolio  earned  $3,730,000  for the first quarter 2000, up
from $2,692,000 for the same period of 1999, a 38.6% or $1,038,000 increase. The
first quarter 2000 yield  increased to 9.14% from 8.79% for the first quarter in
1999.  The average  size of the loan  portfolio  was  $163,226,000  for the 2000
quarter,  up from $122,562,000 for the same period of 1999, an increase of 33.2%
or $40,664,000.

         The taxable investment  portfolio earned $727,000 for the first quarter
in 2000, up from $527,000 for the 1999 period, a 38% or $200,000  increase.  The
yield increased to 6.34% in the 2000 quarter from 6.15% in the 1999 quarter. The
average size of the portfolio  increased to $45,852,000 in the 2000 quarter from
$34,303,000 in the 1999 quarter, an increase of 33.7% or $11,549,000.

         The tax-exempt investment portfolio earned $8,000 for the first quarter
in 2000, up from $6,000 for the same period in 1999, a 33.3% or $2,000 increase.
The yield on the portfolio was 5.99%, a decrease from 6.04%. The average size of
the portfolio increased to $809,000 for the 2000 period, up from $602,000 in the
1999 period, an increase of 34.4% or $207,000.



                                       10
<PAGE>

         Interest  bearing  deposits in other banks  contributed  $4,000 for the
first  quarter  2000,  compared to $36,000  during the prior year, a decrease of
88.9% or $32,000.  The yield on these  deposits  decreased to 4.55% for the 2000
period from 5.39% in the 1999 period.  CBI averaged $352,000 in interest bearing
balances in the first quarter 2000  compared to $2,671,000  the first quarter of
the prior year, a decrease of 86.8% or $2,319,000.

         Federal  funds sold earned  $114,000 the first quarter of 2000 compared
to $154,000  the prior year, a decrease of 26% or $40,000.  Yields  increased to
5.84% for the first  quarter in 2000 from  4.89% for the first  quarter in 1999.
For the first quarter of 2000, CBI decreased its average volume in federal funds
sold to $7,810,000  from  $12,585,000  for the first quarter of 1999, a 37.9% or
$4,775,000 increase.  This decline was mostly associated with strong loan demand
in the three markets.

Interest Expense

         Interest  expense  increased  for the first  quarter 2000 to $2,165,000
from the prior year's $1,519,000,  a 42.5% or $646,000  increase.  The volume of
interest bearing liabilities  increased to $183,719,000 for the first quarter in
2000 from  $141,925,000  for the first  quarter of 1999, a 29.4% or  $41,794,000
increase. The average rate paid for interest-bearing liabilities during the 2000
quarter was 4.71%, up from 4.28% for the 1999 period.

         The cost of savings accounts increased to $295,000 in the first quarter
in 2000 from $216,000 in the first quarter of 1999, a 36.6% or $79,000 increase.
Average savings deposit balances  increased to $31,191,000 for the first quarter
in 2000 from  $26,847,000 for the first quarter of 1999, an increase of 16.2% or
$4,344,000. The average rate paid on these funds increased to 3.78% from 3.22%.

         Interest  bearing  transaction  accounts  cost  $75,000  for the  first
quarter in 2000, an increase from the prior year's $61,000, up 22.9% or $14,000.
The volume of these deposits  increased to $19,166,000  for the first quarter in
2000 from  $15,919,000  for the first  quarter  of 1999,  a 20.4% or  $3,247,000
increase.  The average  rate paid on these  funds for the first  quarter in 2000
increased to 1.57% from 1.53% for the first quarter of 1999.

         Time  deposits cost  $1,518,000  for the first quarter of 2000, up from
$1,076,000  the  first  quarter  of the  prior  year,  an  increase  of 41.1% or
$442,000.  The volume  increased to  $112,652,000  for the first quarter in 2000
from $84,534,000 for the first quarter of 1999, a 33.3% or $28,118,000 increase.
The average rate paid on these funds increased to 5.39% for the first quarter in
2000 from 5.09% for the first quarter in 1999.

         Short-term   borrowings   consists  of  federal  funds   purchased  and
securities sold under  agreements to repurchase.  This is a relatively small and
volatile  part of the balance  sheet.  It cost $24,000 for the first  quarter in
2000,  compared to $38,000 for the first quarter of 1999, down 36.8% or $14,000.
The volume of these funds decreased to $2,709,000 in the first quarter 2000 from
$5,113,000  in the first quarter of 1999, a decrease of 47% or  $2,404,000.  The
average rate paid on these funds increased to 3.54% from 2.97%.

         Borrowings  from the Federal Home Loan Bank cost $253,000 for the first
quarter in 2000,  an increase  from  $128,000 for the first  quarter in 1999, up
97.7% or $125,000.  The advances averaged  $18,001,000  during the 2000 quarter,
compared  to  $9,512,000  for the prior  year  quarter,  an 89.2% or  $8,489,000
increase.  This increase is due to all three banks now borrowing  from the FHLB.
The average rate paid on these funds increased to 5.62% from 5.38%.

Non-Interest Income

         Non-interest  income for the first  quarter 2000 grew to $437,000  from
$305,000 in the first  quarter of 1999, a 43.3% or $132,000  increase.  This was
mostly the result of  increasing  volumes of  service  charges  associated  with
increased numbers of accounts and the resulting fee income.



                                       11
<PAGE>

Non-Interest Expense

         For the  first  quarter  of 2000  non-interest  expenses  increased  to
$1,600,000  from  $1,437,000 for the first quarter of 1999, an 11.3% or $163,000
increase.  This  increase is related to higher  levels of business  activity and
included the following components:

         For the 2000 period, personnel costs were $940,000 compared to $832,000
for the 1999 period, an increase of 13% or $108,000;

         For the 2000 period,  premises  and  equipment  expense  were  $224,000
compared to $215,000 for the 1999 period, an increase of 4.2% or $9,000; and

         For the 2000 period, other costs were $436,000 compared to $390,000 for
the 1999 period, an increase of 11.8% or $46,000.

Income Taxes

         CBI  provided  $381,000  for federal and state  income taxes during the
first  quarter of 2000 compared to $201,000 for the same period in 1999, a 89.6%
or $180,000 increase. The average tax rate for the 2000 period was approximately
35% and for the 1999 period it was approximately 32%. The Corporation  benefited
in the 1999  period from the  exercise of  non-qualified  stock  options,  which
reduced the average tax rate.

CHANGES IN FINANCIAL POSITION

Investment portfolio

         The  investment  portfolio is comprised of held to maturity  securities
and available  for sale  securities.  CBI and its three banks  usually  purchase
short-term  issues  (ten  years or less) of U. S Treasury  and U. S.  Government
agency  securities  for  investment  purposes.  At March 31,  2000,  the held to
maturity portfolio totaled  $12,870,000  compared to $13,369,000 at December 31,
1999, a decrease of 3.7% or $499,000.  At March 31, 2000, the available for sale
portfolio totaled  $34,973,000  compared to $30,566,000 at December 31, 1999, an
increase of 14.4% or $4,407,000.  The following chart  summarizes the investment
portfolios at March 31, 2000, and December 31, 1999.



                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                                            March 31, 2000
                                                        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 ........      $12,870            $12,284            $33,452             $32,416
Tax exempt securities ........................            -                  -                822                 806
Other equity securities ......................            -                  -              1,752               1,751
                                                    -------            -------            -------             -------
Total ........................................      $12,870            $12,284            $36,026             $34,973
                                                    =======            =======            =======             =======

Unrealized (loss) ............................      $  (586)                              $(1,053)
                                                    =======                               =======

<CAPTION>
                                                                         December 31, 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            $12,919            $28,931             $28,151
Tax exempt securities ........................            -                  -                825                 814
Other equity securities ......................            -                  -              1,601               1,601
                                                    -------            -------            -------             -------
Total ........................................      $13,369            $12,919            $31,357             $30,566
                                                    =======            =======            =======             =======

Unrealized (loss) ............................      $  (450)                              $  (791)
                                                    =======                               =======
</TABLE>

Loan portfolio

         The loan portfolio is primarily  consumer and small business  oriented.
At March 31, 2000 the loan portfolio was $171,490,000,  compared to $157,089,000
at December  31, 1999,  a 9.2% or  $14,401,000  increase.  The  following  chart
summarizes the loan portfolio at March 31, 2000 and December 31, 1999.

                                           Mar. 31, 2000     Dec. 31, 1999
                                           -------------     -------------
                                               (dollars in thousands)
Real estate ............................       $101,867           $93,836
Commercial .............................         44,538            40,220
Loans to individuals ...................         25,085            23,033
                                               --------          --------
Total ..................................       $171,490          $157,089
                                               ========          ========


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 March 31, 2000 and December 31, 1999.

                                               Mar. 31, 2000       Dec. 31, 1999
                                               -------------       -------------
                                                  (dollars in thousands)
Past due 90 days + accruing loans ........          $3                  $0
Non-accrual loans ........................        $398                 $90
Impaired loans (included in nonaccrual) ..        $398                 $90
Other real estate owned ..................         $21                  $0

                                       13
<PAGE>

         Management  considers the past due and non-accrual amounts at March 31,
2000 to be reasonable in relation to the size of the portfolio and manageable in
the normal course of business.  The increase in non-accrual assets is associated
with a  small  number  of  loans  and  is not  indicative,  in  the  opinion  of
management, of any trend.

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

         Each  subsidiary bank maintains its own allowance for loan losses which
is available to absorb  losses  inherent in the loan  portfolio of that bank but
not the other banks.  The  aggregate  allowance for loan losses of the banks and
the aggregate activity with respect to those allowances are summarized below:

<TABLE>
<CAPTION>
                                                                               Quarter ended        Year ended         Quarter ended
                                                                               Mar. 31, 2000       Dec. 31, 1999       Mar. 31, 1999
                                                                               -------------       -------------       -------------
<S>                                                                              <C>                  <C>                  <C>
Allowance at beginning of period ....................................            $ 1,936              $ 1,459              $ 1,459
Provision expense ...................................................                180                  612                  134
Net charge offs .....................................................                (29)                (135)                 (28)
                                                                                 -------              -------              -------
Allowance at end of period ..........................................            $ 2,087              $ 1,936              $ 1,565
                                                                                 =======              =======              =======
Allowance as a percent of outstanding loans .........................               1.22%                1.24%                1.23%
</TABLE>

         In reviewing  the adequacy of the  allowance for loan losses at the end
of  each  period,  management  of  each  bank  considers  historical  loan  loss
experience,   current  economic   conditions,   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 bank
considers the allowance adequate to provide for estimated future losses inherent
in the loan portfolio at March 31, 2000.

Deposits

         Deposits were  $197,257,000  at March 31, 2000 compared to $184,364,000
at December 31, 1999, an increase of 7% or $12,893,000.

         Time deposits  greater than $100,000 were $40,775,000 at March 31, 2000
compared  to  $36,163,000  at  December  31,  1999,  an  increase  of  12.8%  or
$4,612,000.

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


                                       14
<PAGE>

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 to its loan  portfolio  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.

         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 $197  million  in 2000.  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 March 31, 2000 CBI had
approximately  $11.6  million and $20.4 million in  certificates  of deposit and
other interest bearing  liabilities  maturing in one to five years and over five
years, respectively. CBI's assets maturing or repricing in the same periods were
$100 million and $43.7 million,  respectively.  CBI expects to be able to manage
its current balance sheet structure without  experiencing any material liquidity
problems.

         In the opinion of  management,  CBI's current and  projected  liquidity
position is adequate.

Capital resources

         As  summarized  in the table  below,  CBI  maintains  a strong  capital
position.

                                                 Mar. 31, 2000     Dec. 31, 1999
                                                 -------------     -------------
Tier 1 capital to average total assets ......       9.18%                 9.40%
Tier 1 capital to risk weighted assets ......      12.06%                13.00%
Total capital to risk weighted assets .......      13.24%                14.20%

         The small  decline in the  capital  ratios is related to balance  sheet
growth  during the period.  Banks are required to maintain a minimum  total risk
weighted  capital  ratio of at least 8%, and CBI  currently  has 13.24%.  In the
opinion of management, the Company's current and projected capital positions are
adequate.

Dividends

         CBI declared and paid a quarterly cash dividend of five cents per share
during the first quarter of 2000.  The total cost of this dividend was $160,000.
In previous  years the company paid dividends on a semi-annual  basis.  CBI also
declared  and paid a five percent  stock  dividend  during the first  quarter of
2000.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

         Market risk is the risk of loss from adverse  changes in market  prices
and rates. The Corporation's  market risk arises  principally from interest rate
risk  inherent in its  lending,  deposit and  borrowing  activities.  Management
actively  monitors and manages its  interest  rate risk  exposure.  Although the


                                       15
<PAGE>

Corporation  manages other risks,  such as credit  quality and liquidity risk in
the normal course of business, management considers interest rate risk to be its
most  significant  market risk and this risk could  potentially have the largest
material  effect  on  the  Corporation's  financial  condition  and  results  of
operations.  Other types of market risks such as foreign currency  exchange risk
and commodity price risk do not arise in the normal course of community  banking
activities.

         Achieving  consistent growth in net interest income is the primary goal
of the  Corporation's  asset/liability  function.  The  Corporation  attempts to
control the mix and maturities of assets and  liabilities to achieve  consistent
growth in net interest  income despite  changes in market  interest  rates.  The
Corporation seeks to accomplish this goal while maintaining  adequate  liquidity
and capital. The Corporation's  asset/liability mix is sufficiently  balanced so
that the effect of interest rates moving in either  direction is not expected to
be significant over time.

         The Corporation's  Asset/Liability Committee uses a simulation model to
assist in  achieving  consistent  growth in net interest  income while  managing
interest rate risk.  The model takes into account  interest rate changes as well
as changes in the mix and volume of assets and liabilities.  The model simulates
the  Corporation's  balance sheet and income  statement under several  different
rate  scenarios.  The model's inputs (such as interest rates and levels of loans
and  deposits)  are  updated  on a  quarterly  basis in order to obtain the most
accurate  projection  possible.  The  projection  presents  information  over  a
twelve-month  period. It reports a base case in which interest rates remain flat
and reports  variations  that occur when rates increase and decrease 100 and 200
basis  points.  According to the model as of March 31, 2000 the  Corporation  is
positioned  so that net interest  income will  increase  $122,000 and net income
will increase $75,000 in the next twelve months if interest rates rise 200 basis
points. Conversely, net interest income will decline $82,000 and net income will
decline  $50,000 in the next twelve  months if interest  rates decline 200 basis
points. Computation of prospective effects of hypothetical interest rate changes
are based on numerous assumptions,  including relative levels of market interest
rates and loan prepayment, and should not be relied upon as indicative of actual
results.   Further,   the  computations  do  not  contemplate  any  actions  the
Corporation could undertake in response to changes in interest rates.

         As of March 31, 2000 there was no significant  change from the interest
rate  sensitivity  analysis for the various changes in interest rates calculated
as of December 31, 1999. The foregoing disclosures related to the market risk of
the  Company  should be read in  connection  with  Management's  Discussion  and
Analysis of Financial  Position and Results of  Operations  included in the 1999
Annual Report on Form 10-K.

                                       16
<PAGE>

                           Part II--Other Information

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibit Index

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

     27                             Financial Data Schedule

b) Reports on Form 8-K.  None.




                                       17
<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: May 11,  2000

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)






                                       18