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                                 EXHIBIT 10.38

                         STOCK OPTION AGREEMENT BETWEEN
                         COMMUNITY BANCSHARES, INC. AND
                                  DENNY KELLY
                              DATED MARCH 26, 1998


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                      NONQUALIFIED STOCK OPTION AGREEMENT
                                   UNDER THE
                           COMMUNITY BANCSHARES, INC.
                      1998 STOCK OPTION PLAN FOR DIRECTORS


                              Grantee: Denny Kelly

                     Number Shares Subject to Option: 5,000

                         Option Price per Share: $30.00

                         Date of Grant: March 26, 1998

1.Grant of Option: Community Bancshares, Inc. (the "Company") hereby grants to
the Grantee named above (the "Grantee"), under the Community Bancshares, Inc.
1998 Stock Option Plan for Directors (the "Plan"), a Nonqualified Stock Option
to purchase, on the terms and conditions set forth in this agreement (this
"Option Agreement"), the dollar amount for the market value of shares indicated
above the Company's Common Stock of the par value of $.10 each (the "Stock"), at
the option price per share set forth above, which is the Fair Market Value per
share of Stock on the date of grant. Options must be exercised in whole shares.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned such terms in the Plan.

2.Period of Option and Limitations on Right to Exercise. The Nonqualified Stock
Option granted hereby will, to the extent not previously exercised, lapse at
5:00 p.m., Central Time, on the day immediately prior to the fifth anniversary
of the date of grant (the "Expiration Date") unless sooner terminated in whole
or in part as follows:

(a)Termination of Directorship. Upon termination of the Grantee's employment by
the Company or its subsidiaries or membership on the Board of Directors of the
Company for any reason other than for cause or death, the Option granted hereby
shall terminate ninety (90) days following the date of termination of the
Grantee's employment or membership on the board or, if earlier, on the
Expiration Date. If the Grantee exercises the Option after termination of the
Grantee's employment or service on the Board of Directors, the Grantee may
exercise the Option only with respect to the shares that were otherwise
exercisable on the date of termination on the Grantee's employment or service on
the Board. If the Grantee's employment or membership on the Board of Directors
is terminated for cause, the Option granted hereby shall expire upon such
termination.

(b)Death. In the event of the death of the Grantees, the Grantee's personal
representatives, heirs or legatees (the "Grantee's Successors") may exercise the
Option granted hereby on the date of death, upon proof satisfactory to the
company of their authority. The Grantee's Successors must exercise such Option
within one (1) year after the Grantee's death and in any event prior to the
Expiration Date.






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3.Exercise of Option. The terms, times and conditions of exercise of the
Nonqualified Stock Option granted hereby are as follows:

The Option shall be exercisable at any time after the date of grant prior to its
lapse as stated in paragraph "2.".

The Option granted hereby shall be exercised by written notice directed to the
Secretary of the Company at the principal executive offices of the Company. Such
written notice shall be accompanied by full payment in cash or by check for the
number of Shares specified in such written notice. To the extent permitted under
Regulation T of the Federal Reserve Board, and subject to applicable securities
laws, the Option may be exercised through a broker in a so-called "cashless
exercise" whereby the broker sells the option shares and delivers cash sales
proceeds to the Company in payment of the exercise price.

Subject to the terms of this Option Agreement, the Nonqualified Stock Option
granted hereby may be exercised at any time and without regard to any other
option held by the Grantee to purchase stock of the Company.

In addition, the terms contained in the Plan are incorporated into and made a
part of this Option Agreement and this Option Agreement shall be governed by and
construed in accordance with the Plan.

4.Nontransferability. The Option granted hereby is not assignable or
transferable by the Grantee other than by will or the laws of descent and
distribution and is subject to the provisions of Section 8 hereof. The Option
may be exercised during the lifetime of the Grantee only by the Grantee.

5.Limitation of Rights. The Option granted hereby does not confer to the Grantee
or the Grantee's personal representative any rights of a stockholder of the
Company unless and until shares of Stock are in fact issued to such person in
connection with the exercise of the Option. Nothing in this Option Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate the Grantee's directorship at any time, nor confer upon
the Grantee any right to continue in as a director of the Company or any
Subsidiary.

6.Stock Reserve. The Company shall at all times during the term of this Option
Agreement reserve and keep available such number of shares of Stock as will be
sufficient to satisfy the requirements of this Option Agreement.

7.Grantee's Covenant. The Grantee hereby agrees to use his or her best efforts
to serve as a director of the Company in a diligent and loyal manner and to
promote the Company's interests.

8.Restrictions on Transfer and Pledge. No right or interest of the Grantee in
the Option granted hereby may be pledged, encumbered, or hypothecated to or in
favor of any party other than the Company or a subsidiary, or shall be subject
to any lien, obligation, or liability of the Grantee to any other party other
than the Company or a Subsidiary.












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9.Restrictions on Issuance of Shares. If at any time the Board shall determine
in its discretion, that listing, registration or qualification of the shares of
Stock covered by the Option upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to the exercise of the Option, the Option
may not be exercised in whole or in part unless and until such listing,
registration, qualification, consent or approval shall have been affected or
obtained free of any conditions not acceptable to the Board.

10.Plan Controls. In the event of any actual or alleged conflict between the
provisions of the Plan and the provisions of this Option Agreement, the
provisions of the Plan shall be controlling and determinative.

11.Successors. This Option Agreement shall be binding upon any successor of the
Company, in accordance with the terms of this Option Agreement and the Plan.

IN WITNESS WHEREOF, Community Bancshares, Inc., acting by and through its duly
authorized officers, has caused this Option Agreement to be executed, and the
Grantee has executed this Option Agreement, all as of the day and year first
above written.

                                COMMUNITY BANCSHARES, INC.

                                By:  /s/  Kennon R. Patterson, Sr.
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                                Title: Chairman, President and Chief Executive
                                       Officer


                                 /s/  Denny Kelly
                                 --------------------------------------------
                                 GRANTEE







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