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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, 2002                             | Commission File No. 333-63314-01
|------------------------------------------------------------------- | --------------------------------
|                                                                    |                                 
|                                                                    |                                 
|COMMONWEALTH BANKSHARES CAPITAL TRUST I                            
|(Exact name of registrant as specified in its charter)             
|                                                                    |                                 
|Delaware                                                            |                                 
|(State or Other Jurisdiction of Incorporation or Organization)      |                                 
|                                                                    |                                 
|                                                                    |                                 
|403 Boush Street, Norfolk, Virginia                                 |                                 
|(Address of Principal Executive Offices)                            |                                 
|                                                                    |                                 
|                                                                    |                                 
|(757) 446-6900                                                     
|(Registrants Telephone Number, Including Area Code)               
|                                                                    |                                 
|Securities registered pursuant to Section 12(b) of the Exchange Act
|                                                                    |                                 
|Title of Each Class                                                 |                                 
|                                                                    |                                 
|None                                                                |                                 
|                                                                    |                                 
|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 o
|----- | ----

Indicate by check mark if 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

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, 2002: N/A

As of March 4, 2003, 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.

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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.

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, 2002, and
the Corporations Quarterly Report on Form 10-QSB for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002 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 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, 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.

|                     |     | COMMONWEALTHBANKSHARESCAPITALTRUSTI
|-------------------- | --- | -----------------------------------
|                     |     | (Registrant)                       
|                     |     |                                    
|                     |     |                                    
|Date: March 27, 2003 | By: | /s/ EDWARD J. WOODARD, JR., CLBB   
|                     |     |                                    
|                     |     | Edward J. Woodard, Jr., CLBB       
|                     |     | Administrative Trustee             
|                     |     |                                    
|Date: March 27, 2003 | 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 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, 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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CERTIFICATION

|I, Edward J. Woodard, Jr., CLBB, Chairman, Administrative Trustee certify that:                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                          
|1.  I have reviewed this annual report on Form 10KSB of  Commonwealth Bankshares Capital Trust I, Inc.;                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                          
|2.  Based on my knowledge, this annual 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 annual report;                                                              
|                                                                                                                                                                                                                                                                                                                                                                                          
|3.  Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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:                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
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|                                                                                                                                                                                                                                                                                                                                                                                          
|5.  The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing equivalent function):                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|6.  The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|                                                                                                                                                                                                                                                                                                                                                                                          

|Date:  March  27, 2003 | /s/ E. J. WOODARD, JR. CLBB | 
|---------------------- | --------------------------- | 
|                       |                             | 
|                       | E. J. Woodard, Jr. CLBB,    | 
|                       | Administrative Trustee      | 
|                       |                             | 

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|I, John H. Gayle, Administrative, certify that:                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                          
|1.  I have reviewed this annual report on  Form 10-KSB of Commonwealth Bankshares Capital Trust I, Inc.;                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                          
|2.  Based on my knowledge, this annual 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 annual report;                                                              
|                                                                                                                                                                                                                                                                                                                                                                                          
|3.  Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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:                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
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|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|5.  The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing equivalent function):                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                          
|6.  The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|                                                                                                                                                                                                                                                                                                                                                                                          
|Date: March  27, 2003                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                          
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