SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                                                                 

                            FORM 10-Q

       [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

                  For Quarter Ended March 31, 1998

                                  OR

   [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                        EXCHANGE ACT OF 1934

                    Commission File No. 0-16461

                      COMMUNITY BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)


          Delaware                                       63-0868361         
 (State of Incorporation)                (I.R.S. Employer Identification No.)


Main Street, P. O. Box 1000, Blountsville, AL               35031 
  (Address of principal executive office)                 (Zip Code)


    Registrant's telephone number, including area code:  (205) 429-1000


                               No Change
       (Former name, former address and former fiscal year, if changed since
                              last report)

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      


Indicate  the  number  of shares outstanding of the registrant's class of common
stock, as of the latest practicable date.

              Class                            Outstanding at March 31,1998
      Common Stock, $.10 Par Value                     3,876,152 

                                   <page 1> 





                         INDEX

       COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES


PART I. FINANCIAL  INFORMATION
                                                                      PAGE


Item 1. Financial Statements (Unaudited)

 Consolidated balance sheets-March 31,1998 and 
   December 31,1997. . . . . . . . . . . .                              3

 Consolidated statements of income - Three months ended 
   March 31, 1998 and 1997. . . . . . . . . . . .                       4

 Consolidated statements of comprehensive income - Three 
    months ended March 31, 1998 and 1997. . . . . . . . . . . .         5

 Consolidated statements of cash flows - Three months ended 
    March 31,1998 and 1997. . . . . . . . . . . .                       6

 Notes to consolidated financial statements - March 31, 1998. . . . .   8


Item 2.  Management's Discussion and Analysis of Financial 
         Condition and Results of Operations. . . . . . . . . . .      11



PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . .        16



SIGNATURES 

<PAGE>
 


                             PART I - FINANCIAL INFORMATION
                      ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
                     COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS

                                                    March 31,   December 31, 
                                                     1998          1997      
Assets
Cash . . . . . . . . . . . . . . . . . . . .  $    5,957,854 $  6,359,331 
Due from banks  . .                               16,664,203   13,292,647
Interest-bearing deposits with banks . . . . .     1,654,978    2,514,558
Federal funds sold . . . . . . . . . . . . . . .  26,600,000   26,600,000
Securities available for sale  . . . . . . . .    82,599,135   85,092,069
Loans  . . . . . . . . . . . . . . . . . . . .   344,724,713  327,084,688
Less: Unearned income  . . . . . . . . . . . .     2,164,103      950,205
Allowance for loan losses . . . . . . . . . . . .  3,038,028    2,131,354
Net Loans  . . . . . . . . . . . . . . . . . .   339,522,582  324,003,129

Premises and equipment, net  . . . . . . . . .    23,697,735   22,362,432
Accrued interest . . . . . . . . . . . . . . . .   4,791,999    5,089,765
Intangibles, net . . . . . . . . . . . . . . . .   5,026,965    4,117,825
Other real estate  . . . . . . . . . . . . . . .   1,180,817      656,271
Other assets . . . . . . . . . . . . . . . . . .   2,001,588    1,750,819

Total Assets . . . . . . . . . . . . . . .    $  509,697,856 $491,838,846

Liabilities and Shareholders' Equity
Deposits:
 Noninterest-bearing . . . . . . . . . . . .  $   55,605,377 $ 52,356,858
 Interest-bearing  . . . . . . . . . . . . . .   405,984,777  388,531,773
 Total Deposits . . . . . . . . . . . . . . . .  461,590,154  440,888,631

 Other short-term borrowings  . . . . . . . .      1,336,384    2,630,387
 Accrued interest . . . . . . . . . . . . . . .    3,036,699    2,912,286
 Long-term debt . . . . . . . . . . . . . . . .    7,174,174    7,397,612
 Other liabilities  . . . . . . . . . . . . . . .  1,779,297    2,012,500
 Total Liabilities  . . . . . . . . . . . . .    474,916,708  455,841,416

 Minority interest in consolidated subsidiary .       22,550       18,382

Shareholders' equity
 Common stock, par value $.10 per share, 
 10,000,000 shares authorized, 4,075,854 shares 
 issued as of March 31, 1998 and 4,063,212 shares 
 issued as of December 31, 1997                      203,793      203,161
 Capital surplus . . . . . . . . . . . . . . . .  18,669,052   18,524,301
 Retained earnings . . . . . . . . . . . . . . .  17,348,470   18,824,795
 Unearned ESOP shares - 199,702 and 204,610 
 shares unreleased at March 31, 1998 and 
 December 31,1997  . . .                          (1,971,791)  (2,002,902)
 Accumulated comprehensive income: unrealized 
 losses on investment securities available for 
  sale, net of deferred taxes   . . . . . . .        509,074      429,693
                      
    Total Shareholders' Equity . . . . . . . .    34,758,598   35,979,048

Total Liabilities and Shareholders' Equity . . $ 509,697,856 $491,838,846


                  See notes to consolidated financial statements

                                  {page 3}

                   COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
                                                         Three Months Ended
                                                            March 31     
                                                        1998         1997     
Revenue From Earning Assets
Interest and fees on loans . . . . . . . . .       $ 8,146,115  $   7,781,363 
Interest on investment securities:
 Taxable securities . . . . . . . . . . . . . .      1,083,686      1,116,272
 Securities exempt from federal income taxes   . .     177,370        182,877  
Interest on federal funds sold . . . . . . . . . . .   366,675         19,362
Interest on deposits in other banks  . . . . . . . .    20,438         20,241
Total Revenue From Earning Assets . . . . . . . .    9,794,284      9,120,115

Interest Expense
 Interest on deposits . . . . . . . . . . . . . .    5,130,244      4,442,298
 Interest on other short-term borrowings  . . . . .     29,280         44,945
 Interest on long-term debt . . . . . . . . . . . .    147,507        155,358
Total Interest Expense  . . . . . . . . . .          5,307,031      4,642,601

Net interest income                                  4,487,253      4,477,514
Provision for loan losses . . .                        188,724        197,978

Net interest income after provision for loan losses  4,298,529      4,279,536

Noninterest Income
 Service charges on deposits  . . . . . . . . . . .    668,704        622,901
 Insurance commissions  . . . . . . . . . . . . . . .  413,712        190,203
 Bank club dues . . . . . . . . . . . . . . . . . .    147,338        134,784
 Other operating income . . . . . . . . . . . . . . .  348,151        229,966
 Investment securities gains  . . . . . . . . . . . .    8,802         (2,590)  
Total Noninterest Income  . . . . . . . . . . . .    1,586,707      1,175,264

Noninterest Expenses
 Salaries and employee benefits . . . . . . . . . .  3,057,151      2,647,438
 Occupancy expense  . . . . . . . . . . . . . . . .    448,316        343,452
 Furniture and equipment expense  . . . . . . . . .    334,063        274,406
 Director and committee fees  . . . . . . . . . . .    162,608        152,875
 Other operating expenses . . . . . . . . . . . . .  1,112,446        882,539
 Total Noninterest Expenses  . . . . . . . . . .     5,114,584      4,300,710

Income before income taxes    . . . . . . . . . . . .  770,652      1,154,090
Provision for income taxes  . .                        211,202        331,904
Net Income before Minority Interest . . . . . . .      559,450        822,186
Minority interest in consolidated subsidiary  . . .      4,167          -0-

Net Income  . . . . . . . . . . . . . . . . . .  $     555,283  $     822,186

Earnings Per Common Share
  Net income     . . . . . . . . . . . . . . .   $         .14  $         .22
Earnings Per Common Share-assuming dilution
  Net income     . . . . . . . . . . . . . . . . $         .14  $         .22 

 

                        See notes to consolidated financial statements
                                        {PAGE 4}

                       COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                        (UNAUDITED)
                                                         Three Months Ended
                                                               March 31,    
                                                     1998            1997     

Net income  . . . .                          $      555,283   $    822,186 

Other comprehensive income, net of tax:         
  Unrealized gains on securities . . . . . . . .    132,302       971,620 
  Less income tax effect  . . . . . . . . . . .     (52,921)     (388,648)
  Total other comprehensive income  . . . . . . .    79,381       582,972 

Comprehensive income                        $       634,664   $ 1,405,158 




                    See notes to consolidated financial statements



{PAGE 5}



                  COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)


                                                       Three Months Ended
                                                            March 31,    
                                                      1998           1997     
Operating activities:
 Net income . . . . . . . . . . . . . . . . . . . $  555,283   $   822,186
 Adjustments to reconcile net income to net
  cash provided by operating activities:
  Provision for loan losses  . . . . . .             188,724       197,978
  Provision for depreciation and amortization  . .   440,572       351,119
  Amortization of investment security premiums and
   accretion of discounts . . . . . . . . . . . .     36,810        (7,018)
  Deferred tax expense    . . . . . . . . . . . . .   16,773        18,186
  Loss (gain) on sale of premises and equipment   .    7,019          (313)
  Realized investment security losses (gains)   . .   (8,802)        2,590
  Increase in accrued interest receivable  . . . . . 297,766       529,264 
  Increase in accrued interest payable . . . . . .   124,413       162,934 
  Other  . . . . . . . . . . . . . . . . . . . . .(1,623,180)     (517,393)
Net cash provided by operating activities . . .       35,378     1,559,533 

Investing activities:
 Proceeds from sales of investment securities . .  4,382,500     5,007,863
 Proceeds from maturity of investment securities  .1,599,131     1,934,835 
 Purchase of investment securities  . . . . . . . (3,384,403)     (299,671)
 Decrease (increase) in interest-bearing 
  deposits with other banks                          859,580      (730,565)
 Cash disbursed in acquisition of finance offices (6,543,108)        -0-  
 Net increase in loans to customers . . . . . .  (10,088,298)   (3,302,119)
 Proceeds from sale of premises and equipment .      102,550        70,441 
 Net proceeds from sale of other real estate  . .      1,500         -0- 
 Capital expenditures . . . . . . . . . . . . .   (1,538,176)   (1,747,519)
Net cash provided (used) by investing activities (14,608,724)      933,265 

Financing activities:
 Net increase in demand deposits, NOW accounts,
  and savings accounts  . . . . . . . . . . . .   11,438,579     6,855,618 
 Net increase in certificates of deposit  . . . .  9,262,944    11,435,735
 Net decrease in short-term borrowings  . . . .   (1,079,547)   (5,064,884)
 Issuance and sale of common stock. . . . . . .      145,383        96,720 
 Repayment of long-term debt  . . . . . . . . . .   (192,327)     (191,352)
 Cash dividends . . . . . . . . . . . . . . . .   (2,031,607)   (1,500,000)
Net cash provided by financing activities . .     17,543,425    11,631,837

Net increase in cash and cash equivalents . . .    2,970,079    14,124,635


Cash and cash equivalents at beginning of period  46,251,978    17,612,177

Cash and cash equivalents at end of period  . .$  49,222,057 $  31,736,812



             See notes to consolidated financial statements

                                  {PAGE 6}



                        COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (UNAUDITED)


                                                       Three Months Ended
                                                            March 31,         
                                                      1998           1997     

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
  Interest  . . . . . . . . . . . . . . . . . . . $ 5,182,618 $   4,113,337
  Income taxes  . . . . . . . . . . . . . . . . .      -0-          493,689

Supplemental schedule of non-cash investing and financing activities:

Other  real estate of $374,000 and $87,500 was acquired in 1998 and 1997, 
respectively, from employees as a result of the Company s relocation program.

Upon the pledging of purchased shares to obtain additional ESOP debt of $137,918
on October 2, 1995,long-term debt  was  increased  and  equity was decreased . 
The debt was reduced and shares were released by $31,111 and $28,933  during the
three month periods ended March 31, 1998 and 1997, respectively, as a result of 
payments made by the Company's ESOP on the outstanding ESOP debt.

Unrealized  or  losses on investment securities available for sale increased by 
$132,302 during the three months ended March 31, 1998.
                     

                    See notes to consolidated financial statements


{PAGE 7}


                 COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                March 31, 1998



NOTE A - Basis of Presentation

The  accompanying  unaudited  consolidated  financial  statements  have  been  
prepared  in  accordance with generally accepted accounting  principles for 
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X.   Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for  complete
financial  statements.   In the opinion of management, all adjustments 
(consisting of normal recurring accruals) considered  necessary for a fair 
presentation have been included.  Operating results for the three month period 
ended March 31, 1998  are  not  necessarily  indicative  of the results that may
be expected for the year ended December 31, 1998.  For further information,  
refer  to  the consolidated financial statements and footnotes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31, 
1997.


NOTE B - Income Taxes

The  effective  tax rates of approximately 27.6 percent and 28.8 percent for the
three months ended March 31, 1998 and 1997 are less than the statutory rate 
principally because of the effect of tax-exempt interest income.

NOTE C - Investment Securities

Effective  January  1, 1994, the Company applied the accounting and reporting 
requirements of Statement of Financial Accounting Standards No. 115, Accounting
for Certain Investments in Debt and Equity Securities ("SFAS 115"). This 
pronouncement requires that  all  investments  in debt securities be classified
as either held-to-maturity securities, which are reported at amortized cost; 
trading  securities,  which  are  reported  at  fair  value,  with  unrealized 
gains and losses included in earnings; or available-for-sale  securities,  
which  are reported at fair value, with unrealized gains and losses excluded 
from earnings and reported in a separate component of stockholders' equity 
(net of deferred tax effect).

At  March  31,  1998, the Company had net unrealized gains of $848,457  in 
available-for-sale securities which are reflected in the  presented  assets  
and  resulted  in a increase in stockholders' equity of $509,074,  net of 
deferred tax liability. There were  no  trading securities. The net increase 
in stockholders  equity as a result of the SFAS 115 adjustment from December 31,
1997 to March 31, 1998 was $79,381. 


NOTE D - Shareholders' Equity

In  January  of  1997, the Board of Directors of the Company declared a dividend
of $.75 per share to shareholders of record as of  January  8,  1997,  and 
another dividend of $1.00 per share was declared in January of 1998 to 
shareholders of record as of January  26,  1998.  Additionally,  a two-for-one
stock split was declared and distributed to stockholders of record as of the 
same  date. The payment of dividends on common stock is subject to the prior 
payment of principal and interest on the Company's long-term debt, maintenance 
of sufficient earnings and capital of the subsidiaries and to regulatory 
restrictions.

All  per  share  disclosures have been adjusted to reflect the impact of the 
one-for-one stock dividend in the first quarter of 1998.


{PAGE 8}


Note D - Shareholders' Equity (continued)


On  March 26, 1998, March 27, 1997, and March 28, 1996, the Company issued 
198,333, 103,000, and 270,000 options, respectively, to  purchase  its common 
shares to its directors. The options were distributed among the directors and 
or senior managers based upon  their  years of service and their positions of 
leadership with the Company. Each of the stock option agreements contained an 
option price of $15.00 per share (1998 issuance), $12.50 per share (1997 
issuance) or $10.00 per share (1996 issuance), the market  value  of the shares 
at the time of issuance. The options are exercisable between April 1, 1996 and 
March 31, 2003, and are  treated  as  non-qualified  options  under  the  
provisions  of  the  Internal Revenue Code. The agreements also contain a 
provision  whereby  the  Company shall compensate the optionee in cash for any 
federal or state tax liability incurred upon the exercise of the options.

These  options have been treated as common stock equivalents and have been 
included in the calculation of average common shares outstanding,  for  the  
purpose of calculating diluted earnings per share, in Exhibit 11, causing the 
equivalent average number of  shares  outstanding for the first quarter to rise 
by 42,075 shares and 13,416 shares, respectively, in 1998 and 1997. There was  
no  dilutative  effect  on book value per share at March 31, 1998, nor on the 
book value of the Company s common shares at March 31, 1997.

In  October 1995, the Financial Accounting Standards Board ( FASB ) issued 
Statement of Financial Accounting Standards No. 123, Accounting  and  Disclosure
of Stock-Based Compensation ( SFAS 123"). SFAS 123 is effective for years 
beginning after December 15,  1995,  and  allows for the option of continuing 
to follow Accounting Principles Board Opinion No. 25, Accounting for Stock 
Issued  to Employees, and the related Interpretations or selecting the minimum 
value method of expense recognition as described in  SFAS  123.  The Company 
has elected to apply APB Opinion No. 25 in accounting for its incentive stock 
options; accordingly, no  compensation  expense  cost  has  been recognized 
by the Company. The Company s net income, earnings per share - basic, and 
earnings  per  share  -  diluted  would have been reduced by $ 230,861, $ 0.06,
and $ 0.06, respectively, for the quarter ended March  31,  1998,  had  
compensation cost for the Company s stock option plan been determined based on 
the fair value ( minimum value  method  )  at  the  grant  date  for  options  
under  the plan.The effect would have been $ 129,162, $ 0.04, and $ 0.04, 
respectively, for the same period in 1997.

NOTE E - Employee Stock Ownership Plan

The  Company  adopted  an  Employee Stock Ownership Plan (the "ESOP") effective
as of January 1, 1985, which enables eligible employees  of  the Company and its
subsidiaries to own Company common stock.  Employees who work 1,000 hours in any
consecutive twelve  month  period become participants in the ESOP on December 31
of that year, and remain eligible in every subsequent year  in which  1,000  
hours of work are completed.  Employer contributions, which are made at the 
discretion of the Company's Board of  Directors,  are allocated to eligible 
participants in proportion to their eligible pay, which equals W-2 wages plus 
pre-tax reductions  for  the  Company's cafeteria plan.  The Internal Revenue 
Service imposes a limit ($160,000 in 1998) on the maximum amount of eligible pay
under the plan.

On  November  3,  1993, the ESOP's Trustees executed a promissory note of 
$1,200,000 in order to purchase common stock from the Company's  public  
offering  of  new  common  stock.    The note was originally secured by 80,000 
shares of purchased stock. On October  2,  1995,  the  ESOP acquired 7,455 
additional shares with the proceeds of a second promissory note, collateralized 
by the  acquired  shares.  On May 17, 1996, these two notes were refinanced and 
an additional 58,000 shares of stock were obtained by  the  ESOP. These shares 
were funded with the same promissory note which provided funds to refinance the
previously executed notes.  This  new note was originally secured by 117,847 
shares of the Company s common stock. The shares securing the note are released
proratably  by  the  lender  as  monthly  payments  of principal and interest 
are made. The note is guaranteed by the Company.  As  of  March  31,  1999,there
were 199,702 unreleased shares with a fair value of approximately $3,800,000.  
These shares are subtracted from outstanding shares for earnings per share 
calculations.

Effective  January  1,  1994,  the Company applied the accounting and reporting
requirements of Statement of Position No. 93-6, Employers'  Accounting  for  
Employee  Stock  Ownership Plans ("SOP 93-6"). Under the provisions of SOP 93-6,
the employer must recognize  the  indebtedness of its sponsored ESOP on its 
financial statement and reduce its stockholder's equity for shares of stock  
which  have  not  been  released  by  a lender to the ESOP for allocation to its
participating employees. The portion of payments made by the Company to the ESOP
on behalf of its participating employees which are used to pay interest on the 
ESOP debt  is classified as interest expense on the Company s income statement.

{PAGE 9}

Note E - Employee Stock Ownership Plan (continued) 

 
Dividends  paid  on  released  ESOP  shares  are credited to the accounts of the
participants to whom the shares are allocated.Dividends on unreleased shares 
are treated as other income of the ESOP.

At  March  31,  1998, the Company's financial statements reflect long term debt 
and a corresponding contra-equity account, as a result of the ESOP debt, of 
$1,971,791.

{PAGE 10}

                                        Item 2.
           MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


This  discussion is intended to assist an understanding of the Company and its 
Subsidiaries' financial condition and results ofoperations.    Unless  the  
context  otherwise  indicates,  "the Company" shall include the Company and its
Subsidiaries.  This analysis  should  be  read  in conjunction with the 
financial statements and related notes appearing in Item 1 of the March 31,1998 
Form  10-Q  and  Management's Discussion and Analysis of Financial Condition and
Results of Operations appearing in the Company's Annual Report on Form 10-K for 
the year ended December 31, 1997.


FINANCIAL CONDITION

March 31, 1998 compared to December 31, 1997


Loans

Loans  comprised  the largest single category of the Company's earning assets on
March 31, 1998.  Loans, net of unearned income and  reserve  for  loan  losses,
were  66.6% of total assets at March 31, 1998 and 65.9% of total assets at 
December 31, 1997.Total  net  loans  were  $339,522,582  at  March  31,  1998,
representing  a 4.8% increase from the December 31, 1997 total of $324,003,129.


Investment Securities and Other Earning Assets

Investment  securities  and  federal  funds  sold decreased $ 2,492,934 or 
2.2% from December 31, 1997 to March 31, 1998.  This increase  was  due  
primarily  to  loan growth in excess of deposit growth .The investment 
securities portfolio is used to make various  term  investments,  to provide 
a source of liquidity and to serve as collateral to secure certain government 
deposits. Investment  securities  at  March  31,  1998 were $82,599,135 compared
with $85,092,069 at December 31, 1997, reflecting a 2.9% decrease of $2,492,934.
Short-term investments in the form of interest-bearing deposits with banks were 
$1,654,978 at March 31, 1998 and $2,514,558 at December 31, 1997.


Asset Quality

Between  December  31,  1998  and  March  31,  1997,  the  Company experienced 
a slight decline in the quality of its assets as measured  by  two  key  ratios,
but  saw  another  strengthen.  The ratio of loan loss allowance to total 
nonperforming assets (defined  as  nonaccrual  loans,  loans past due 90 days 
or greater, restructured loans, nonaccruing securities, and other real estate)
increased  from  0.78 to 0.81. The ratio of total nonperforming assets to total
assets increased from  0.006 to 0.007,and  the ratio of nonperforming loans to 
total loans increased to 0.008 from 0.006 at 12/31/97. These ratios declined due
to an increase  in  past  due  and nonaccrual loans, and an increase in other 
real estate due to the purchase of employees  homes who were  relocated  by  the
Company. All three of these ratios remain favorable as compared with industry 
averages, and management is aware of no factors which would suggest that they 
are prone to erosion in future periods.


Deposits

Total  deposits of $461,590,154 at March 31, 1998 increased $20,701,523 (4.7%) 
over total deposits of  $440,888,631 at year-end 1997.    Deposits  are  the  
Company's  primary  source of funds with which to support its earning assets.  
Noninterest-bearing deposits  increased  $3,248,519  or  6.2%  from  year-end  
1997  to  March  31,  1998,  and interest-bearing deposits increased $17,453,004
(4.5%) from year-end 1997.  Certificates of deposit of $100,000 or more 
increased $3,405,985 (3.9%).

  
{PAGE 11}


Other Short-term Borrowings


Other  short-term  borrowings  totaled  $1,336,384 at March 31, 1998, a 
$1,294,003 decrease from the December 31, 1997 total of $2,630,387.


Long-term Debt

At March 31, 1998 and December 31, 1997, the Company had notes payable totaling
$7,174,174, and $7,397,612, respectively.  

On  December  17,  1992,  the  Company  entered  into  a  loan agreement with a
regional bank  for amounts up to $6,500,000. At September  30,  1996 and 
December 31, 1995, the amounts outstanding were $4,446,886 and  $4,980,512, 
respectively, due December 17,  2002,  bearing  interest at a floating prime, 
and collateralized by 100% of the common stock of the subsidiary banks.  The 
note  agreement  contains  provisions  which  limit the Company's right to 
transfer or issue shares of subsidiary banks' stock. Principal  payments  of  
$59,292  are  due monthly; however, the Company has the option of postponing up 
to twenty-four monthly principal payments, provided that no more than six 
consecutively scheduled installments are deferred.

On  November  3,  1993, the ESOP's Trustees executed a promissory note of 
$1,200,000 in order to purchase common stock from the Company's  public offering
 of new  common  stock.   The note was originally secured by 80,000 shares of 
purchased stock. On October  2,  1995,  the  ESOP acquired 7,455 additional 
shares with the proceeds of a second promissory note, collateralized by the  
acquired  shares.  On May 17, 1996, these two notes were refinanced and an 
additional 58,000 shares of stock were obtained by  the  ESOP with a promissory
note with a beginning balance of $2,183,805. The Company has guaranteed this 
debt; accounting and  reporting  guidelines  mandate  that  the  debt  be 
recognized on the Company's statement of condition, with an offsetting charge  
against  equity. As principal payments are made by the ESOP, the debt and 
offsetting charge against equity are reduced. This  note  was originally 
secured by 117,847 shares of the Company s common stock. The note bears interest
at a floating rate, with  principal  and  interest payments of $23,948 due 
monthly through June 17, 2018, with all remaining principal, if any, due upon 
that  date.  The  shares  securing  the  note  are released proratably by the 
lender as monthly payments of principal and interest  are  made.  The  
outstanding  balance of this note was $1,971,791 at March 31, 1998, secured 
by 199,702 of unreleased shares of Company stock (adjusted for the one-for-
one stock split in March of 1998.).

On  October  4, 1994, the Company entered into a twenty year, subordinated 
installment capital note due October 1, 2014 for the purchase  of  treasury  
stock. Monthly principal and interest payments of $15,506 are made on the note,
 which bears interest at the  fixed  rate of 7 %. The Company maintains the 
right to prepay the note at its sole discretion. The balance of the note was
$1,822,750 at March 31, 1998.

Maturities of long-term debt for the years ending December 31 are as follows:

             1998  . . . . . . . .    $     670,376
             1999  . . . . . . . .          907,869
             2000  . . . . . . . .          923,767
             2001  . . . . . . . .          941,467
             2002  . . . . . . . .          961,013
             Thereafter  . . . . .        2,769,682

                                      $   7,174,174



Shareholders' Equity

ompany  shareholders' equity decreased $1,220,450 from December 31, 1997 to 
March 31, 1998, due to:  net earnings of $555,283, the  payment  of  a  cash 
dividend of  $2,031,607, the reduction of unearned ESOP shares by $31,111, the
issuance of additional common  stock  for  $145,384,    and the increase of 
unrealized gains on securities available for sale totaling $79,381, net of 
deferred tax liability.




{PAGE 12}


Capital Resources


A  strong  capital  position  is vital to the continued profitability of the 
Company because it promotes depositor and investor confidence  and  provides  
a  solid foundation for future growth of the organization.  The Company has 
provided the majority of its capital requirements through the retention of 
earnings.

Bank regulatory authorities  are  placing increased emphasis on the maintenance
of adequate capital.  In 1990, new risk-based capital  requirements  became  
effective.    The  guidelines  take  into  consideration risk factors, as 
defined by regulators, associated  with  various  categories  of assets, both
on and off the balance sheet.  Under the guidelines, capital strength is 
measured  in two tiers which are used in conjunction with risk-adjusted assets 
to determine the risk-based capital ratios.  The Company's  Tier I capital, 
which consists of common equity less goodwill, amounted to $30.4 million at 
March 31, 1998.  Tier II capital  components  include  supplemental  capital  
components  such  as  qualifying  allowance for loan losses and qualifying 
subordinated  debt.    Tier  I capital plus the Tier II capital components is 
referred to as Total Risk-Based capital and was $ 35.1 million at March 31, 
1998.

The  Company's  current  capital  positions exceed the new guidelines. 
Management has reviewed and will continue to monitor theCompany's  asset  mix 
and  product pricing, and the loan loss allowance, which are the areas 
determined to be most affected by these new requirements.







{PAGE 13}
RESULTS OF OPERATIONS

Three months ended March 31, 1997 and 1996


Summary

Net  earnings  of  the Company for the three months ended March 31, 1998 were 
$555,283 compared to $822,186 for the same period in  1997,  representing a 
32.0% decrease.  This decrease was due principally to the increase of 
noninterest  expenses in excess of  interest margin and noninterest income. 
This is a direct result of the Company's expansion activity, with three new 
banking facilities  being  opened  in 1994, two new locations opening in 1995, 
five new locations opening in 1996, plus the purchase of the  assets  and  
assumption  of  liabilities of the Haleyville and Uniontown, Alabama branches of
a regional bank during 1996. Additionally,  a commitment to open four de novo 
banks in Marshall County, Alabama and Marengo County, Alabama, and noninterest
expenses  have already begun to be incurred. The decline in earnings is expected
to be purely short-term, as most of the start-up  banks,  with  the  exclusion  
of  the  four de novo banks, are approaching a size at which they will 
contribute to profits. Noninterest  expenses increased $813,874 during the first
quarter of 1998, as compared to the same period in 1997; net interest margin 
increased $18,993 during the same period, while noninterest income increased 
by $411,443. 


Net Interest Income

Net  interest  income,  the  difference  between interest earned on assets and 
the cost of interest-bearing liabilities, is the largest  component of the 
Company's net income.  Revenue from earning assets of the Company during the 
three months ended March 31,  1998  increased  $674,169  (7.4%)  from  the  
same  period  in 1997.  This increase was due to higher average  outstanding 
balances  of  earning assets. Average earning assets outstanding during the 
first quarter  of 1998 were $89,860,901 higher than during  the  first quarter 
of 1997. Interest expense for the three months ended March 31, 1998 increased 
$664,430 or 14.3% over the  corresponding  period  of 1997.  As a result of 
these factors, net interest income increased $18,993 or 0.4%, in the three 
months ended March 31, 1998, compared to the same period of 1997.



Provision for Loan Losses

The  provision for loan losses represents the charge against current earnings 
necessary to maintain the reserve for loan losses at  a  level  which  
management considers appropriate.  This level is determined based upon Community
Bank's historical charge-offs,  management's  assessment  of  current  economic 
conditions,  the  composition  of  the loan portfolio and the levels of 
nonaccruing  and past due loans.  The provision for loan losses was $188,724 
for the three months ended March 31, 1998 compared to  $197,978  for  the  
same  period of 1997.  Charge-offs exceeded recoveries by $182,050 for the three
months ended March 31,1998.    The  reserve  for  loan  losses  as a percent of 
outstanding loans, net of unearned income, was .89% at March 31, 1998 compared 
to .74% at year-end 1997.



Noninterest Income

Noninterest income for the  three  months  ended March 31, 1998 was $1,586,707 
compared to $1,175,264 for the same period of 1997.  This  35.0% increase was 
primarily due to an increase in insurance commissions realized of $223,509 in 
the first quarter of  1998  as compared to the same period of 1998. Significant
components of noninterest income are as follows:  Service charges on  deposits  
increased  $45,803  (7.4%),  insurance  commissions  increased  $223,509  
(117.5%), security gains of $8,802 were realized,  as  opposed  to  $2,590  
of losses in the first quarter of 1997,  and other operating income, primarily 
dues for the bank club account, fees on debt cancellation contracts, and 
appraisal fees, increased $118,185 (51.4%) to $348,151.



{PAGE 14}



Noninterest Expenses

oninterest  expenses  for  the  three  months  ended March 31, 1998 were 
$5,114,584, reflecting a 18.9% increase over the same period  of  1997.    
The  primary  components  of  noninterest  expenses are salaries and employee 
benefits, which increased to $3,505,467  for the three months ended March 31, 
1998, 17.2% higher than in the same period of 1997.  The increases in salaries
and  employee  benefits  are  due  to  staffing  for  new banking locations and
future expansion as well as merit increases and incentive  payments.  Occupancy
costs increased $104,864 (30.5%), furniture and equipment expenses rose by 
$59,657 (21.7%), and director and committee fees increased by $9,733 (6.4%).  
Other operating expenses rose by 26.1% to $1,112,446.

The  majority  of  these  expenses  should  continue  at  or  above the levels 
for the three months ended March 31, 1998, since management intends to continue
its growth policies.  

The Company remains dependent upon the earnings of its principal subsidiary, 
Community Bank , for its earnings.

The  substantial  increase  in the Company's size has necessitated increased 
expenditures for data processing and other support activities and personnel, 
which will continue.

The  Company's strategy is to make each office of its subsidiary banks a vital 
part of the community it serves. Each office has management  and personnel as 
similar to a full service, stand-alone bank as possible.Although more expensive,
we believe this strategy  has  been successful for Community Bank, and will best
serve our communities, customers and shareholders. The Company will  remain  
dependent  upon  Community  Bank  for the bulk of its earnings.  Management 
will strive to build Community Bank's business  in  a  profitable  manner and 
to minimize any losses and adverse effects on the Company's earnings.  Our 
strategy for long-term success in these areas will not be sacrificed for 
immediate gain.


Income Taxes

The  Company  attempts  to maximize its net income through active tax planning.
The provision for income taxes of $211,202 for the  three  months  ended March 
31, 1998 decreased  $120,702 compared to the same period of 1997, due primarily
to the decrease in  income  before tax. Taxes as a percent of earnings decreased
from 28.8% to 27.6%.  The effective tax rate of approximately 27.6% is less 
than the statutory rate principally because of the effect of tax-exempt interest
income.


{PAGE 15}

                           Part II - Other Information

                  Item 6 - Exhibits and Reports on Form 8-K


(a)Exhibits:

     Exhibit Number          Description of Exhibit          Page Number

          11                 Computation of Earnings             17     
                               Per Share               

          27                 Financial Data Schedule
                             (for the SEC use only)

(b) Reports on Form 8-K

    The Company did not file any reports on Form 8-K during the quarter ended 
    March 31, 1998.



{PAGE 16}



EXHIBIT 11 -- STATEMENT RE:  COMPUTATION OF EARNINGS PER SHARE

COMMUNITY BANCSHARES, INC. AND SUBSIDIARIES



The  following  tabulation  presents the calculation of primary and fully 
diluted earnings per common share for the three-month periods ended March 31,
1998 and 1997.

                                                      Three Months Ended      
                                                           March 31,         
                                                   1998             1997   

Reported net income . . . . . . . . . . . .         $  555,283    $   822,186

Earnings on common shares . . . . . .               $  555,283    $   822,186

Weighted average common shares outstanding - basic   3,866,706      3,782,509


Earnings per common share - basic
  Income from continuing operations . . . . . . .  $      .14    $       .22

  Net income  . . . . . . . . . . . . . . . . . .  $      .14    $       .22

Weighted average common shares 
 outstanding - diluted  . . . . . . . . . . . . .   3,908,781      3,795,925


Earnings per common share - diluted
  Income from continuing operations . . . . . . .  $      .14    $       .22

  Net income  . . . . . . . . . . . . . . . . . .  $      .14    $       .22






{PAGE 17}


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.


                           COMMUNITY BANCSHARES, INC.



 May 12, 1998                     /s/ Kennon R. Patterson, Sr.     
 Date                             Kennon  R. Patterson, Sr., as its 
                                  President and Chief Executive   
                                  Officer                          



 May 12, 1998                    /s/  Paul W. Williams, CPA        
 Date                            Paul  W.  Williams,  CPA,  as its
                                 Senior Vice President and Chief        
                                 Accounting Officer              
                      

}