UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,  D.C.  20549
FORM 10-QSB
Mark One
  X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934
          For the quarter period ended September 30, 1996           

     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 small business issuer 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)
                                
                          (706) 778-2265                           
                    (Issuer's telephone number)
                                
                                  N/A                                        
(Former name, former address and former fiscal year, if changed since
 last report)
                                
Check whether the issuer (1) filed all reports required to be filed by
 Section 13 or 15(d) of the Exchange Act during the past 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
                                
State the number of shares outstanding of each of the issuer's classes
 of common equity, as of November 1, 1996: 1,954,830.
Transitional Small Business Disclosure Format
Yes (    )                                       No ( X )
                                Page 1
<PAGE>
                        COMMUNITY BANKSHARES, INC.
                             AND SUBSIDIARIES

                                  INDEX

                                                                    Page No.
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements         

          Consolidated Balance Sheet - September 30, 1996             3

          Consolidated Statements of Income - for Three Months
          Ended September 30, 1996 and 1995 and Nine Months Ended 
          September 30, 1996 and 1995                              4 and 5
        
          Consolidated Statements of Cash Flows - Nine Months
          Ended September 30, 1996 and 1995                        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
                     COMMUNITY BANKSHARES, INC.
                         AND SUBSIDIARIES
 
                    CONSOLIDATED BALANCE SHEET
                        September  30, 1996
                      (Dollars in thousands)
                           (Unaudited)

Assets

Cash and due from banks                                       $14,628
Interest-bearing deposits in banks                                279
Investment securities:
    Held to maturity (estimated fair value $16,757)            16,788
    Available for sale, at estimated fair value                46,717
Federal Funds Sold                                             11,175
Loans held for sale                                               718

Loans                                                         197,130
Less allowance for loan losses                                  3,488
Loans, net                                                    193,642

Premises and equipment, net                                     7,742
Other assets                                                    9,725
  Total Assets                                               $301,414

Liabilities and Shareholders' Equity

Deposits:
    Demand                                                    $33,571
    Interest-bearing demand and Savings                        69,864
    Certificates of deposits < $100,000                       114,028
    Certificates of deposits > $100,000                        49,881
        Total deposits                                        267,344

Other borrowed funds                                            1,616
Other liabilities                                               7,737
        Total liabilities                                     276,697

Commitments and contingent liabilities

Shareholders' equity
    Common stock, $1 par value , 5,000,000 shares               1,955
     authorized; 1,954,830 shares issued and outstanding
    Surplus                                                     4,327
    Retained earnings                                          18,788
    Unrealized loss on securities available for sale,
     net of tax                                                  (353)
         Total shareholders' equity                            24,717

  Total Liabilities and Shareholders' Equity                 $301,414

See Accompanying Note to Consolidated Financial Statements

                             Page 3
<PAGE>




<TABLE>
 
                         COMMUNITY BANKSHARES, INC.
                              AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF INCOME 
              THREE MONTHS ENDED September 30, 1996 and 1995 and
                NINE MONTHS ENDED September 30, 1996 and 1995         
                           (Dollars in Thousands)
                                (Unaudited)                                
                                     Three Months Ended    Nine Months Ended
                                       September 30          September 30
<CAPTION>
                                     1996         1995        1996      1995
<S>                              <C>        <C>         <C>        <C>
Interest Income
  Interest and fees on loans        $5,449     $4,538      $15,160    $13,252
  Interest on Federal Funds sold       166        123          459        386
  Interest on interest-bearing
    deposits                             5         16            7         68
    Interest on investment
      securities:     
        Taxable                        628        663        1,787      1,900
        Nontaxable                     236        187          646        492
          Total Interest Income      6,484      5,527       18,059     16,098

Interest Expense
  Interest on deposits               2,868      2,551        8,209      7,136
  Interest on borrowed funds            18         29           46        129
      Total Interest Expense         2,886      2,580        8,255      7,265

Net Interest Income                  3,598      2,947        9,804      8,833
  Provision for loan losses            196        297          624        646
Net interest income after
  provision for loan losses          3,402      2,650        9,180      8,187

Other operating income
  Service charges on deposit
    accounts                           383        325        1,103      1,014  
  Other service charges, 
    commissions & fees                 150        106          418        385
  Security transactions, net           (20)        (4)         (12)       (32)
  Gain on sale of loans                108         62          302        269
  Nonbank subsidiary non-
    interest income                    957      1,192        3,093      2,995 
  Other income                          91         32          373        140
    Total other operating income     1,669      1,713        5,277      4,771







                                 Page 4

<PAGE>                                                                      
      
                       CONSOLIDATED STATEMENTS OF INCOME 
               THREE MONTHS ENDED September 30, 1996 and 1995 and 
                  NINE MONTHS ENDED September 30, 1996 and 1995  
                             (Dollars in Thousands)
                                  (Unaudited)      
                 
                                    Three Months Ended     Nine Months Ended
                                        September 30          September 30
                                      1996       1995        1996       1995
Other operating expenses                     
  Salaries and other 
      employee benefits              1,931      1,714       5,608      5,029
  Occupancy expense                    217        190         598        517
  Equipment expense                    260        223         838        558
  Other operating expenses           1,258      1,141       3,544      3,572
    Total other operating 
       expenses                      3,666      3,268      10,588      9,676
                                
     Income before income taxes      1,405      1,095       3,869      3,282
      Applicable income taxes          414        321       1,160        990
                                             
                  NET INCOME          $991       $774      $2,709     $2,292
                                

Per share of common stock and 
  common stock equivalents based
  on average number shares 
  outstanding during period,
            Net income               $ .48      $ .38       $1.31      $1.13 
                                
  Average shares outstanding     2,059,461  2,034,360   2,063,386  2,023,530    
  Cash dividends per share of
            common stock            $.0334      $.032        $.10      $.095 

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


















                                Page 5
<PAGE>
<TABLE>
                         COMMUNITY BANKSHARES,INC.
                             AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
               Nine Months Ended September 30, 1996 and 1995
                          (Dollars in Thousands)
                               (Unaudited)
<CAPTION>
                                                          1996        1995
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                              $2,709        $2,292
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization                              635           564
Provision for loan losses                                  624           646
(Loss) on sale of investment securities 
    available for sale                                      12            32
Increase in interest receivable                           (339)          (85)
Increase in deferred taxes                                 (47)         (211)
Decrease in taxes payable                                  (45)          (18)
Decrease in interest payable                              (342)         (623)
Other prepaids, deferrals and accruals, net              1,078           440
Total adjustments                                        1,576           745

Net cash provided by operating activities                4,285         3,037

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of other real estate                    124         1,065
Purchase of investment securities
  Available for sale                                   (17,581)       (7,220)
  Held to maturity                                      (4,984)       (3,540)
Proceeds from sales of investment securities 
  Available for sale                                     2,000         2,100
Proceeds from maturities of investment securities
  Available for sale                                    11,550         3,102
  Held to maturity                                         500         4,185
Net (increase) decrease in Interest Bearing Deposits 
  in banks                                                (279)          763 
Net (increase) decrease in Federal funds sold            1,020        (1,210)
Net increase in loans                                  (18,557)      (12,092)
Purchase of premises and equipment                      (2,636)         (616)

Net cash used in investing activities                  (28,843)      (13,463)

CASH FLOWS FROM FINANCING ACTIVITIES

Net increase in deposits                                24,902         7,032
Net increase (decrease) in other borrowed funds          1,616        (1,096)
Repayment of notes payable                                (787)         (470)
Dividends paid                                            (195)         (185)
Proceeds from sale of stock                                  4           253

Net cash provided by financing activities               25,540         5,534

Net (increase) decrease in cash and due from banks         982        (4,892)
                                    Page 6

<PAGE>
Cash and due from banks, beginning of period            13,646        14,994  

Cash and due from banks, end of period                 $14,628       $10,102


SUPPLEMENTAL DISCLOSURES OF CASH FLOW            
 INFORMATION
 Cash paid during the period for:
  Interest                                               8,597         7,888

  Income Taxes                                           1,284         1,018


NONCASH TRANSACTIONS
  Unrealized (gains) losses on securities available
  for sale                                                 165          (637) 

                                                             
  Principal balances of loans transferred to other                   
   real estate                                              25           272

<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 and nine month periods ending
September 30, 1996 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 September 30, 1996, the Company continues to experience growth in total 
assets, total loans  and total deposits as compared to December 31, 1995.  
Total assets, loans and deposits increased by 11.63%, 10.35% and 10.27% 
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 September 30, 1996, the Liquidity Ratio was 30.00% 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 September 30, 1996, 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 September 30, 1996  were as follows:

                                         Actual            Regulatory minimum

Leverage                                  8.07%                      4.00%
 Risk Based Capital ratios:        
 Core Capital                            11.60%                      4.00%
 Total Capital                           12.85%                      8.00%
 






                                 Page 9

<PAGE>

Results of Operation

Net interest income for the nine month period ended September 30, 1996  
increased 10.99% to $9,804,000 over $8,833,000 for the same period for 1995. 
Interest income for the nine month period was up by 12.18% from $16,098,000 to
$18,059,000.  Earning assets were up by $34,526,000 as of September 30, 1996
over September 30,1995 or an increase of 20.16%.  The largest increase in 
interest bearing assets was the increase in loans of $23,061,000 for this 
period as loan demand continued to be strong in our market area.  Interest 
expense on deposits increased by 15.03% during the first nine months of 1996 
over the same period for 1995 as interest bearing deposits grew by 30,472,000
or 14.99%. Interest income for the three month period ending September 30, 
1996 was up 17.31% over the three month period ending September 30, 1995 while 
interest expense on deposits was up by 12.42% for the same two periods.  This
resulted in an increase in net interest income of 22.09% for the third 
quarter of 1996 when compared to the third quarter of 1995.  The increases in
interest income and interest expense and net interest income were consistent 
with the growth experienced in assets and liabilities for the nine month 
period and were consistent with budget projections made by management.

The provision for loan losses was $624,000 for the first nine months of 1996
compared to $646,000 for the first nine months of 1995, a decrease of 3.52%.
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 policy accounts for the full amount of the decrease in 
the loan loss provision.






























                                 Page 10

<PAGE>
The following table furnishes information on the Loan Loss Reserve for the 
current nine month reporting period and the same period for 1995 .

                                                 1996                 1995 

Beginning Balance                               3,061                2,686

Less Charge Offs
     Real Estate Loans                             (0)                  (0) 
     Commercial Loans                            (113)                (180)
     Consumer Loans                              (131)                (242)    
     Credit Cards                                  (9)                  (3)

Plus Recoveries
     Real Estate Loans                              0                   11
     Commercial Loans                               5                    9
     Consumer Loans                                51                   39
     Credit Cards                                   0                    0

Plus Provision                                    624                  646      

Balance, end of period                          3,488                2,966


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 nine month period ended September 30,
1996 represented 246% of charge offs for the same period, while the provision
for the first nine months of 1995 represented 152% of the charge offs recorded 
in that period.  The reserve at the end of September 30, 1996 represented 349% 
of nonaccrual loans while the reserve at September 30, 1995  represented
195% of nonaccrual loans.  This increase in coverage of nonaccrual loans 
was due to a decline in nonaccruals due to the payout of a nonaccrual loan 
in the amount of $588,000 during the second quarter of 1996. The Loan Loss 
Reserve balance to total loan ratio at September 30, 1996 was 1.76% as 
compared to 1.70% at September 30, 1995. 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
                                      September 30, 1996
                              
                        Non Accrual        Past Due           Restructured   
                           Loans            90 days               Debt       
                                        still accruing             
 
Real Estate Loans          487               253                    0
Commercial Loans           168               321                  624
Consumer Loans             343               157                    0   

     Total                 998               731                  624

                         
                                      September 30, 1995

                        Non Accrual        Past Due           Restructured   
                           Loans            90 days               Debt       
                                        still accruing  

Real Estate Loans           28                 0                    0
Commercial Loans         1,089                72                  636    
Consumer Loans             406               144                    0
 
          Total          1,523               216                  636



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.

The large decrease in nonaccrual loans is due to a large bankruptcy payoff of
$588,000.  The large increase in 90 days past due and still accruing is due
to one real estate loan for $253,000 and one consumer loan in the amount of
$245,000.  Both of these loans are more than covered by collateral and no
loss of principal or interest is anticipated.

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.  There are no impaired
loans as of September 30, 1996 that are not reflected in the table above.








                                Page 12

<PAGE>
Other operating income increased by 10.60% or $506,000 during the nine month 
period ended September 30, 1996 as compared to the same period for 1995 and
decreased by 44,000 for the three month period ended September 30,1996 as 
compared to the same period in 1995. The reason for the increase for the nine
month period was an increase in sales generated in the first two quarters of
1996, by the Supermarket Bank division, when there were 19 sales compared to 
17 sales in the first two quarters of 1995.  During the third quarter of 1996
there was one less sale than during the third quarter of 1995.  Sales for the
fourth quarter of 1996 are anticipated to be up substancially over the fourth 
quarter of 1995 due to the installations of Nations Bank branches in the 
Winn Dixie stores in Florida.  We anticipate at least 17 additional sales
in 1996.   

Other operating expenses increased by 9.42% or $912,000 for the first nine 
months of 1996 over the same period in 1995 and by 12.18% or $398,000 for
the third quarter of 1996 over the third quarter of 1995.  Salaries and
benefits accounted for $579,000 and $217,000 of these amounts respectively
with the number of personnel rising from 180 full time equivalent employees 
at September 30, 1995 to 207 full time equivalent employees at September 30, 
1996. This increase was due to the opening of three additional branches in 
the second quarter of 1996 and the rapid growth experienced in the third
quarter of 1996.

Effective July 1, 1996, the state of Georgia changed its branching law to 
allow banks to expand into three new counties during the period of July 1, 
1996 through June 30, 1998.  In accordance with this change, Community 
Bankshares, Inc. has opened a facility in White county in July of 1996 and 
plans to open a facility in Hall county in December of 1996. It is 
anticipated that these two counties will be good market areas for our
company.

Occupancy and Equipment expenses were up $361,000 for the nine month period
ending September 30, 1996 over the same period ending September 30, 1995 due 
to the three new branches and the operation of 31 cash dispensing machines.

Net income for the nine month period ended September 30, 1996 was up 18.19% 
over the same period for 1995 and net income for the three month period
ending September 30, 1996 was up 28.03% over the same three month period for 
1995. Management expects an even larger rate of increase in the fourth 
quarter of 1996 compared to the fourth quarter of 1995 due to increased sales
from the Supermaret Bank Division.

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:______________________         BY:______________________________
                                       Harry L. Stephens, Executive Vice
                                       President and Chief Financial Officer










































                                Page 15