**Exhibit 31.2**

               I, Harry L. Stephens,  Chief Financial Officer of Community Bankshares (the “registrant”), certifythat:

-   I havereviewed this annual report on Form 10-K of the registrant; 
-  Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 
-  Based on myknowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report; 
-  The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and we have: 

> -  designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared; 
-  evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and 
-  disclosed in this report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s fourth fiscal quarterthat has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and 

-  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:

> - all significant deficiencies and    material weaknesses in the design or operation of internal control over    financial reporting which are reasonably likely to adversely affect the    registrant’s ability to record, process, summarize and report financial    information, and
- any fraud, whether or not    material, that involves management or other employees who have a significant    role in the registrant’s internal control over financial reporting.

 

|   | By:                   /s/ Harry L. Stephens*               *                  Harry L. Stephens    Chief Financial Officer    Date:  March 29, 2004 |
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