Exhibit 31.2

Certification

I, Harry L.
Stephens,certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of Community Bankshares, Inc.;                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;                   
|4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                                                            
|5. | The registrants other certifying officer
and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrants auditors and the audit committee
of registrants board of directors:                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                            



|DATE: May 14, 2004 |  | BY:
 /S/ Harry L. Stephens  
|------------------ |  | ----------------------------
|                   |  | Harry L. Stephens           
|                   |  | Executive Vice-President and
|                   |  | Chief Financial Officer