UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,  D.C.  20549
FORM 10-Q
Mark One

  X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934
          For the quarter period ended March 31, 1997          

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

          For the transition period from __________  to  ___________

               Commission File Number:  33-81890
                        Community Bankshares, Inc.
             ________________________________________________
          (Exact name of registrant as specified in its charter)           
          Georgia                                            58-1415887 
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)

          400 North Main Street, Cornelia, Georgia  30531
              (Address of principal executive offices)
                             (Zip Code)     
                           (706) 778-2265                           
        (Registrant's telephone number, including area code)                    
                                  N/A                                        
(Former name, former address and former fiscal year, if changed since
 last report)
                                
Indicate by check mark whether the registrant has (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         

              APPLICABLE ONLY TO CORPORATE ISSUERS
                                
Indicate the number of shares outstanding of each of the issuer's classes
 of common stock, as of May 1, 1997: 2,004,830.


                                Page 1
<PAGE>
                        COMMUNITY BANKSHARES, INC.
                             AND SUBSIDIARIES

                                  INDEX

                                                                    Page No.
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements         

          Consolidated Balance Sheet - March 31, 1997 and            
          December 31, 1996                                          3

          Consolidated Statements of Income - for Three Months
          Ended March 31, 1997 and 1996                            4 and 5
        
          Consolidated Statements of Cash Flows - Three Months
          Ended March 31, 1997 and 1996                            6 and 7

          Note to Consolidated Financial Statements                   8

Item 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations             9 - 13


PART II.  OTHER INFORMATION                                       


Item 6.   Exhibits and Reports on Form 8 - K                          14

          Signatures                                                  15



























                                  Page 2                
<PAGE>
                     PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
                     COMMUNITY BANKSHARES, INC.
                         AND SUBSIDIARIES 
                    CONSOLIDATED BALANCE SHEET
               March  31, 1997 and December 31, 1996
                      (Dollars in thousands)
                           (Unaudited)
<CAPTION>                                                    
                                                      1997            1996
<S>                                                   <C>             <C> 
Assets
Cash and due from banks                              $18,830         $19,480
Interest-bearing deposits in banks                        27             208
Investment securities:
    Held to maturity (fair value $22,926 and $18,826) 22,867          18,654
    Available for sale, at estimated fair value       51,845          47,418
Federal Funds Sold                                     9,130           8,345
Loans held for sale                                    2,521           2,484

Loans                                                206,010         203,302
Less allowance for loan losses                         3,721           3,592
Loans, net                                           202,289         199,710

Premises and equipment, net                            9,031           8,115
Other assets                                          10,871          11,165
  Total Assets                                      $327,411        $315,579

Liabilities and Shareholders' Equity
Deposits:
    Noninterest bearing demand                       $37,472         $36,877
    Interest-bearing demand                           57,493          61,676
    Savings                                           14,545          13,949
    Certificates of deposits $100,000 and over        50,228          48,328
    Other time                                       130,264         117,879
        Total deposits                               290,002         278,709
Other borrowings                                         578             616
Other liabilities                                      8,346           8,994  
       Total liabilities                             298,926         288,319 
Commitments and contingent liabilities

Redeemable common stock held by ESOP, 308,870 shares
outstanding,  at fair value                            6,773           6,177

Shareholders' equity
    Common stock, $1 par value , 5,000,000 shares
     authorized; 2,004,830 shares issued and 
     outstanding                                       2,005           2,005 
    Capital surplus                                    5,276           5,276
    Retained earnings                                 14,723          13,876
    Unrealized loss on securities available for sale,                 
     net of tax                                         (292)            (74)
         Total stockholders' equity                   21,712          21,083
  Total Liabilities and Stockholders' Equity        $327,411        $315,579
See Accompanying Note to Consolidated Financial Statements
</TABLE>
                             Page 3
<PAGE>




<TABLE>
 
                         COMMUNITY BANKSHARES, INC.
                              AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF INCOME 
                THREE MONTHS ENDED March 31, 1997 and 1996         
            (Dollars in Thousands, except per share amounts)
                                (Unaudited)                                
                                              Three Months Ended   
                                                   March 31        
<CAPTION>
                                               1997            1996   
<S>                                       <C>             <C>         
Interest Income
  Loans                                      $5,371          $4,799      
  Taxable securities                            753             542     
  Nontaxable securities                         285             194
  Deposits in bank                                8               1 
  Federal funds sold                            204             156            
           Total Interest Income              6,621           5,692 
 
Interest Expense
  Interest on deposits                        3,091           2,650
  Interest on borrowed funds                     11              16
      Total Interest Expense                  3,102           2,666
 
Net Interest Income                           3,519           3,026 
  Provision for loan losses                     190             209 
Net interest income after
  provision for loan losses                   3,329           2,817

Other operating income
  Service charges on deposit
    accounts                                    462             343  
  Other service charges, 
    commissions & fees                          166             134
  Gains on sale of loans                        158              85 
  Nonbank subsidiary non-  
    interest income                           2,458           1,010  
  Other income                                   80             151 
    Total other income                        3,324           1,723












                                 Page 4

<PAGE>                                                                      
      
                       CONSOLIDATED STATEMENTS OF INCOME 
                  THREE MONTHS ENDED March 31, 1997 and 1996  
                             (Dollars in Thousands)
                                  (Unaudited)      
                 
                                                Three Months Ended  
                                                     March 31    
                                               1997            1996   
Other operating expenses                     
  Salaries and other 
      employee benefits                       2,542           1,779
  Occupancy expense                             247             192     
  Equipment expense                             336             278     
  Other operating expenses                    1,286           1,150     
    Total other expenses                      4,411           3,399 
                                
     Income before income taxes               2,242           1,141
      Applicable income taxes                   730             337
                                              
                  NET INCOME                 $1,512            $804 
                                

Net income per share of common stock           $.70            $.39             
Weighted average shares outstanding       2,149,095       1,954,604    
  Cash dividends per share of
            common stock                     $.0350          $.0334 

<FN>
See Accompanying Note to Consolidated Financial Statements
</TABLE>

























                                Page 5
<PAGE>

<TABLE>
                         COMMUNITY BANKSHARES,INC.
                             AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
               Threee Months Ended March 31, 1997 and 1996
                          (Dollars in Thousands)
                               (Unaudited)
<CAPTION>
                                                          1997        1996
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                              $1,512        $  804
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                              206           246
Provision for loan losses                                  190           209
Provision for other real estate                             20           
(Increase) in interest receivable                         (192)         (410)
(Increase) in deferred taxes                               (61)          (83)
(Increase) in loans held for sale                          (37)         (300) 
Increase (decrease) in taxes payable                       446          (368)
Increase (decrease) in interest payable                     76           (56)
Losses on sale of other real estate                         26 
Other prepaids, deferrals and accruals, net               (415)         (316)
Total adjustments                                          259         (1078)

Net cash provided by (used in) operating activities      1,771          (274)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment securities
  Available for sale                                    (6,859)       (6,016)
  Held to maturity                                      (4,705)       (1,456)
Proceeds from sales of other real estate                    25
Proceeds from maturities of investment securities
  Available for sale                                     2,082         5,200
  Held to maturity                                         492           225
Net (increase) decrease in Interest Bearing Deposits 
  in banks                                                 181           (14) 
Net (increase) in Federal funds sold                      (785)           (5)
Net (increase) in loans                                 (2,917)       (4,005)
Purchase of premises and equipment                      (1,120)         (306)

Net cash used in investing activities                  (13,606)       (6,377)

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in deposits                                11,293         5,834
Net increase in other borrowed funds                                     616
Repayment of notes payable                                 (38)         (787)
Dividends paid                                             (70)          (65)
Proceeds from sale of stock                                                4

Net cash provided by financing activities               11,185         5,602

Net (decrease) in cash and due from banks                 (650)       (1,049)

                                    Page 6
<PAGE>
Cash and due from banks, beginning of period            19,480        13,646  

Cash and due from banks, end of period                 $18,830       $12,597


SUPPLEMENTAL DISCLOSURES OF CASH FLOW            
 INFORMATION
 Cash paid during the period for:
  Interest                                               3,253         2,722

  Income Taxes                                             345           348


NONCASH TRANSACTIONS
  Unrealized losses on securities available
  for sale                                                 350           187 

                                                             
  Principal balances of loans transferred to other                   
   real estate                                             148            25

<FN>
See Accompanying Note to Consolidated Financial Statements
</TABLE>

































                                   Page 7

<PAGE>
                                COMMUNITY BANKSHARES, INC
                                    AND SUBSIDIARIES
 

                        NOTE TO CONSOLIDATED FINANCIAL STATEMENTS   


 NOTE 1.   BASIS OF PRESENTATION

The consolidated financial information included herein is unaudited; 
however, such information reflects all adjustments (consisting solely 
of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of results for the interim periods.

The results of operations for the three month period ending March 31, 1997 are
not necessarily indicative of the results to be expected for the full year.









































                                    Page 8

<PAGE>
                          COMMUNITY  BANKSHARES, INC.
                              AND SUBSIDIARIES

                MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS         
           
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated
financial statements.

Financial Condition

As of March 31, 1997, the Company continues to experience growth in total 
assets, total loans  and total deposits as compared to December 31, 1996.  
Total assets, loans and deposits increased by 3.75%, 1.33% and 4.05% 
respectively.  The growth in deposits and loans is consistent with prior 
year and management's expectations.  The growth in assets is attributable 
to growth in deposits and retention of earnings.  Management expects the 
growth to continue in the future.

Liquidity

As of March 31, 1997, the Liquidity Ratio was 30.71% which is within the
Company's target range of 25 - 30%.  The Banks have available lines of credit
to meet any unexpected liquidity needs.  Liquidity is measured by the ratio 
of net cash, short term and marketable securities to net deposits and short 
term liabilities.

Interest Rate Risk

The Company's overall interest rate risk was less than 5% of net interest 
income when subjected to rising and falling rates of 300 basis points.  The 
company has positioned itself to be protected against any perceivable change 
in rates in either direction.

Capital

Banking regulation requires the Company to maintain capital levels in 
relation to Company assets. At March 31, 1997, the Company's capital
ratios were considered satisfactory based on regulatory minimum capital 
requirements. The minimum capital requirements and the actual capital ratios
for the Company at March 31, 1997  were as follows:

                                         Actual            Regulatory minimum

Leverage                                  8.63%                      4.00%
 Risk Based Capital ratios:        
 Core Capital                            12.38%                      4.00%
 Total Capital                           13.63%                      8.00%
 






                                 Page 9

<PAGE>

Results of Operation

Net interest income for the three month period ended March 31, 1997  
increased 16.3% to $3,519,000 over $3,026,000 for the same period for 1996. 
Interest income for the three month period was up by 16.3% from $5,692,000
to $6,621,000.  This increase in interest income is due to an increase in 
earning assets of 15.67% or $39,602,000 at March 31, 1997, compared to March
31, 1996.  For the first three months of 1997, earning assets increased by 
$11,989,000 or 4.3%.  The largest increase in earning assets since March 31, 
1996 was the increase in loans of $24,960,000 while investment securities 
increased by $17,699,000. Federal Funds sold decreased by $3,070,000. 
Interest expense on interest bearing deposits was up by $441,000 or 16.6% 
for the first three months of 1997 over the same period for 1996. This 
increase in interest expense is due to an increase in interest bearing 
deposits of 16.8% or $36,299,000 at March 31, 1997, compared to March 31, 
1996.  For the first three months of 1997, interest bearing deposits 
increased by $10,698,000 or 4.4%.  The increase in interest income, interest 
expense, and net interest income were all consistent with budget projections 
made by management and is on target to be consistent with annual projections.

The provision for loan losses was $190,000 for the first three months of 1997
compared to $209,000 for the same period in 1996, a decrease of 9.1%.
This provision will fluctuate based on Small Business Administration (SBA) 
loans closed, as we have a policy of reserving 5% of the unguaranteed portion
of any SBA loans. This amounted to $17,000 for the first quarter of 1997.































                                 Page 10

<PAGE>
The following table furnishes information on the Loan Loss Reserve for the 
current three month reporting period and the same period for 1996 .

                                                 1997                 1996 

Beginning Balance                               3,592                3,061

Less Charge Offs
     Real Estate Loans                            (24)                  (0) 
     Commercial Loans                             (32)                 (10)
     Consumer Loans                               (21)                 (31)    
     Credit Cards                                  (1)                  (4)

Plus Recoveries
     Real Estate Loans                              3                    0
     Commercial Loans                               6                    1
     Consumer Loans                                 8                   17
     Credit Cards                                   0                    0

Plus Provision                                    190                  209      

Ending Balance                                  3,721                3,243


The Loan Loss reserve for the company is evaluated monthly and adjusted to 
reflect the risk in the portfolio in the following manner.  We use four 
different methods of measuring risk in the portfolio: (a) Risk in our watch 
list of loans and past due ratios; (b) Historical charge offs; ( c)
Peer group comparisons; and (d) Percentage of classified loans.  We then 
compare results to reserve balances to assure any and all identified risk are 
covered.

The Provision for Loan Losses for the three month period ended March 31, 1997
represented 244% of charge offs for the same period, while the provision
for the first three months of 1996 represented 464% of the charge offs 
recorded in that period.  The reserve at the end of March 31, 1997 
represented 371% of nonaccrual loans while the reserve at March 31, 1996  
represented 420% of nonaccrual loans.  Although non accrual loans have 
increased compared to March 31, 1996, the Company is well within its policy 
limit of maintaining a loan loss reserve of at least 200% of non-performing 
assets.  The Loan Loss Reserve balance to total loan ratio at March 31, 1997 
was 1.78% as compared to 1.77% at March 31, 1996. Management considered the 
Loan Loss Reserve to be adequate to absorb any losses that may be incurred.   













                                 Page 11

<PAGE>
The following table is a summary of Non Accrual, Past due and Restructured
Debt
                                      March 31, 1997
                              
                        Non Accrual        Past Due           Restructured   
                           Loans            90 days               Debt       
                                        still accruing             
 
Real Estate Loans          427                15                    0
Commercial Loans           262                33                  752
Consumer Loans             314               490                    0   

     Total               1,003               538                  752

                         
                                      March 31, 1996

                        Non Accrual        Past Due           Restructured   
                           Loans            90 days               Debt       
                                        still accruing  

Real Estate Loans           17               140                    0
Commercial Loans           263               296                  632    
Consumer Loans             492                68                    0
 
          Total            772               504                  632



Loans classified for regulatory purposes as loss, doubtful, substandard, or 
special mention that have not been included in the table above do not 
represent or result from trends or uncertainties which management reasonably 
expects will materially impact future operating results, liquidity or
capital resources.  These classified loans do not represent material credits 
about which management is aware of any information which causes management to 
have serious doubts as to the ability of such borrowers to comply with the 
loan repayment terms.

Restructured debt increased primarily due to one additional loan being 
restructured during the past twelve months.  Non accrual loans increased 
primarily as a result of several large loans being moved to non accrual
status during the past twelve month period.  Management does not consider
these increases to be a negative trend as non accrual and restructured debt 
will periodically fluctuate.

The bank places loans on nonaccrual at such time it is apparent that the 
collection of all principal and interest is questionable and the loan is 
either past due 90 days or bankruptcy has been filed.  









                                Page 12

<PAGE>
Other income increased by 92.9% or $1,601,000 during the three month 
period ended March 31, 1997 as compared to the same period for 1996. The 
majority of this increase , $1,448,000, was from the increase in the sale of
supermarket bank units as well as the increase in income associated with the 
ongoing licensing of these units.  Service charges on deposit accounts increased
by $119,000 or 34.7% as compared to the same period for 1996.  The major
increase was the increase in non-sufficient funds (NSF) charges of $113,000.
NSF charges increased primarily as a result of the Company's new program of
free checking.  Another result of the free checking program was that service 
charges on deposit accounts increased by only $5,000 despite the growth in 
total deposits.  Other service charges, commissions and fees were up by 
$32,000 primarily due to the increase in ATM fees from the Company's 
electronic banking program.  The gains on sale of loans increased by $73,000 
or 85.9% during the three month period ended March 31, 1997 as compared to
the same period for 1996.  This increase is due to the increase in SBA loan
origination.  Trust department income for the first quarter 1996 was down by 
$18,000 for the first quarter of 1997 as compared to the same period one year
ago.

Other operating expenses increased by 29.8% or $1,012,000 for the first three 
months of 1997 over the same period in 1996.  Salaries and benefits were up
$763,000 or 42.9% from the first quarter of 1996 to the first quarter of 1997.
This is due to increased staffing of 27.5 F.T.E. from 193.5 at the end of March 
1996 to 221.0 at the end of March 1997.  Equipment and occupancy expenses 
were up by $113,000 for the first quarter 1997 over the first quarter of 1996.
The increase in salaries and benefits as well as equipment and occupancy 
expenses was primarily due to the addition of five supermarket banking centers
during the past twelve months as well as the increase in cash dispensing 
machines.  

Net income for the three month period was $1,512,000 or an increase of  88.1%
over the same period for 1996.  The net income was more than budgeted numbers
and is consistent with management's expectations for this quarter.

The company is not aware of any other known trends, events or uncertainties, 
other than the effect of events as described above, that will have or that 
are reasonably likely to have a material effect on its liquidity, capital 
resources or operations.  The Company is also not aware of any current 
recommendations by the regulatory authorities which, if they were implemented, 
would have such an effect.
















                               Page 13

<PAGE>

ITEM 6.   Exhibits and Reports on Form 8-K

                (a)  Exhibits.
                   
                     Exhibit 27. Financial Data Schedule

                (b)  Reports on Form 8-K

                       None.















































                                  Page 14

<PAGE>
                                SIGNATURES



     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,thereunto
duly authorized.


                                          COMMUNITY BANKSHARES, INC.


DATE: May 14, 1997                  BY: /s/ Harry L. Stephens
                                       Harry L. Stephens, Executive Vice
                                       President and Chief Financial Officer











































                                Page 15