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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                     Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Fiscal Year Ended December 31, 2001     Commission File No. 333-63314-01


                     COMMONWEALTH BANKSHARES CAPITAL TRUST I
             (Exact name of registrant as specified in its charter)

             Delaware                                           5l-6519143
  (State or Other Jurisdiction of                            (I.R.S. Employer
  Incorporation or Organization)                           Identification No.)


               403 Boush Street, Norfolk, Virginia        23510
            (Address of Principal Executive Offices)    (Zip Code)


                                 (757) 446-6900
              (Registrant's Telephone Number, Including Area Code)

       Securities registered pursuant to Section 12(b) of the Exchange Act

                                                    Name of Each Exchange
          Title of Each Class                         On which Registered
          -------------------                         -------------------

                 None                                          n/a

       Securities registered pursuant to Section 12(g) of the Exchange Act

                       8% Convertible Preferred Securities
                                (Title of Class)

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 by check mark of disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this form 10 K-SB.  X
                                ---

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         The issuer's gross income for its most recent fiscal year: N/A

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates as of December 31, 2001: N/A

         As of March 12, 2002 the Registrant had 45,063 shares of its Common
Securities outstanding.

         *This Form 10-KSB also covers 1,457,000 shares of the Registrant's 8%
Convertible Preferred Securities, which were registered under the Securities Act
of 1933, as amended, pursuant to a registration statement declared effective on
July 23, 2001.

         Commonwealth Bankshares Capital Trust I (the "Trust") is a statutory
business trust formed under the Delaware Business Trust Act, as amended,
pursuant to a trust agreement, as amended by an amended and restated declaration
of trust and a first amendment to the amended and restated declaration of trust
(the "Declaration"), and the filing of a certificate of trust with the Delaware
Secretary of State on November 15, 2000. The Trust exists for the exclusive
purposes of (i) issuing and selling trust securities consisting of 8%
Convertible Preferred Securities (the "Preferred Securities") and common
securities (the "Common Securities," and together with the Preferred Securities,
the "Trust Securities"), representing undivided beneficial ownership interests
in the assets of the Trust, (ii) investing the proceeds from such issuance in
Junior Subordinated Debt Securities (the "Junior Subordinated Debt Securities")
of Commonwealth Bankshares, Inc., a Virginia corporation (the "Corporation"),
and (iii) engaging in only those other activities necessary, advisable or
incidental thereto. The Trust's sole assets are the Junior Subordinated Debt
Securities, and payments under the Junior Subordinated Debt Securities are the
sole revenues of the Trust. Ownership of the Trust is evidenced by $225,315
aggregate liquidation amount of Common Securities, all of which are held by the
Corporation, and by $7,285,000 aggregate liquidation amount of Preferred
Securities. The Trust makes distributions on the Trust Securities to the extent
it receives distributions from the Corporation on the Junior Subordinated Debt
Securities. Distributions on the Trust Securities are guaranteed by the
Corporation, but only to the extent that the Trust has available funds to pay
such distributions.

         On July 27, 2001 and August 9, 2001, the Trust invested the proceeds
from the sale and issuance of the Trust Securities in the Junior Subordinated
Debt Securities. The Trust's ability to pay distributions to the holders of the
Preferred Securities is dependent on its receipt of distributions on the Junior
Subordinated Debt Securities from the Corporation. Therefore, upon the receipt
by the Trust of payments from the Corporation, the Trust will pass through such
payments to the holders of the Preferred Securities.

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         NOTE: Because the Trust is a special purpose financing entity with no
separate business operations and the only assets of the Trust are the Junior
Subordinated Debt Securities, the Trust does not believe that financial
statements for the Trust are meaningful. Accordingly, financial statements and
related financial information have not been included in this Form 10-KSB. For
further information concerning the Corporation, including financial statements
and other financial information, see the Corporation's Annual Report on Form
10-KSB for the year ended December 31, 2001, and the Corporation's Quarterly
Report on Form 10-QSB for the quarters ended March 31, 2001, June 30, 2001 and
September 30, 2001 as filed with the Securities and Exchange Commission, copies
of which may be obtained from the Corporate Secretary of the Corporation at 403
Boush Street, Norfolk, Virginia 23510.

        The following documents are exhibits to this report:

    4.1       Certificate of Trust of the Trust, included as Exhibit 4.1 to the
              Registrants' Registration Statement on Form S-1, Registration No.
              333-63314, and incorporated herein by reference.

    4.2       Declaration of Trust between the Company and the Trust, included
              as Exhibit 4.2 to the Registrants' Registration Statement on Form
              S-1, Registration No. 333-63314, and incorporated herein by
              reference.

    4.3       Form of Amended and Restated Declaration of Trust of the Trust,
              included as Exhibit 4.3 to the Registrants' Registration Statement
              on Form S-1, Registration No. 333-63314, and incorporated herein
              by reference.

    4.4       Form of Junior Subordinated Indenture between the Company and
              Wilmington Trust Company, as trustee, included as Exhibit 4.4 to
              the Registrants' Registration Statement on Form S-1, Registration
              No. 333-63314, and incorporated herein by reference.

    4.5       Form of Convertible Security certificate, included as Exhibit 4.5
              to the Registrants' Registration Statement on Form S-1,
              Registration No. 333-63314, and incorporated herein by reference.

    4.6       Form of Junior Subordinated Debt Securities, included in Exhibit
              4.4 of the Registrants' Registration Statement on Form S-1,
              Registration No. 333-63344, and incorporated herein by reference.

    4.7       Form of Guarantee Agreement with respect to the Convertible
              Securities  included as Exhibit 4.7 to the Registrants'
              Registration Statement on Form S-1, Registration No. 333-63314,
              and incorporated herein by reference.

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                                   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.

                                            COMMONWEALTH BANKSHARES
                                            CAPITAL TRUST I

                                            (Registrant)

Date: March 29, 2001                        By: /s/ Edward J. Woodard, Jr.
                                               ---------------------------------
                                                  Edward J. Woodard, Jr.
                                                  Administrative Trustee


Date: March 29, 2001                        By: /s/ John H. Gayle
                                               ---------------------------------
                                                  John H. Gayle
                                                  Administrative Trustee

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                                 Exhibit Index


    4.1       Certificate of Trust of the Trust, included as Exhibit 4.1 to the
              Registrants' Registration Statement on Form S-1, Registration No.
              333-63314, and incorporated herein by reference.

    4.2       Declaration of Trust between the Company and the Trust, included
              as Exhibit 4.2 to the Registrants' Registration Statement on Form
              S-1, Registration No. 333-63314, and incorporated herein by
              reference.

    4.3       Form of Amended and Restated Declaration of Trust of the Trust,
              included as Exhibit 4.3 to the Registrants' Registration Statement
              on Form S-1, Registration No. 333-63314, and incorporated herein
              by reference.

    4.4       Form of Junior Subordinated Indenture between the Company and
              Wilmington Trust Company, as trustee, included as Exhibit 4.4 to
              the Registrants' Registration Statement on Form S-1, Registration
              No. 333-63314, and incorporated herein by reference.

    4.5       Form of Convertible Security certificate, included as Exhibit 4.5
              to the Registrants' Registration Statement on Form S-1,
              Registration No. 333-63314, and incorporated herein by reference.

    4.6       Form of Junior Subordinated Debt Securities, included in Exhibit
              4.4 of the Registrants' Registration Statement on Form S-1,
              Registration No. 333-63344, and incorporated herein by reference.

    4.7       Form of Guarantee Agreement with respect to the Convertible
              Securities,included as Exhibit 4.7 to the Registrants'
              Registration Statement on Form S-1, Registration No. 333-63314,
              and incorporated herein by reference.