Registration No. 333-63598

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

                                    FORM S-8
                        (Post-Effective Amendment No. 1)

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


          South Carolina                                     57-0966962
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

              102 Founders Court, Orangeburg, South Carolina 29118
              (Address of principal executive offices and zip code)

                           COMMUNITY BANKSHARES, INC.
                             1997 STOCK OPTION PLAN
                            (Full title of the Plan)

          William W. Traynham                 Copies to:
       Community Bankshares, Inc.             George S. King, Jr., Esquire
             President and                    Suzanne Hulst Clawson, Esquire
        Chief Financial Officer               Haynsworth Sinkler Boyd, P.A.
           102 Founders Court                 1201 Main Street, Suite 2200
    Orangeburg, South Carolina 29118          Columbia, South Carolina 29201
(Name and address of agent for service)
                                                     (803) 779-3080
    (803) 535-1060
(Telephone number, including
 area code, of agent for service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer    [ ]          Accelerated filer            [ ]
Non-accelerated filer      [ ]          Smaller reporting company    [x]
(Do not check if a smaller reporting company)









                                EXPLANATORY NOTE

         This Post-Effective  Amendment No. 1 to Registration  Statement on Form
S-8 is being filed,  pursuant to the Company's undertaking in Part II, Item 9(3)
of the  original  Registration  Statement,  for the  purpose  of  removing  from
registration  all  200,000  of  the  shares  originally   registered  under  the
Securities Act of 1933 in this Registration Statement No. 333-63598 for issuance
pursuant to the  Community  Bankshares,  Inc. 1997 Stock Option Plan, as well as
the indeterminate number of shares originally  registered for issuance under the
Securities Act of 1933 to prevent  dilution in the event of stock splits,  stock
dividends or similar  transactions with respect to shares acquired upon exercise
of options  pursuant  to the terms of the Plan.  None of the  shares  registered
pursuant to this registration statement have been issued.

         On June 25, 2008, the Registrant  entered into an Agreement and Plan of
Merger  (the  "Merger  Agreement")  with  Community  Resource  Bank,  N.A.,  the
Registrant's  wholly-owned  subsidiary (the "Bank"), and First Citizens Bank and
Trust Company, Inc. ("FCB"),  providing for the merger of the Registrant and the
Bank with and into FCB. FCB will be the surviving corporation of the merger. The
merger  consideration  is to be paid  entirely  in cash.  The  Merger  Agreement
requires the  Registrant,  prior to the effective  time of the merger,  to enter
into  agreements  with option  holders  providing for  settlement of all options
outstanding  under the 1997 Plan for cash in an amount  equal to the  difference
between the merger  consideration and the exercise price of the options,  and to
subsequently  remove  from  registration  under the  Securities  Act of 1933 any
shares  remaining  available for issuance  under the 1997 Plan. In the event any
options remain  outstanding  at the effective  time of the merger,  they will be
cancelled and converted into the right to receive cash in an amount equal to the
difference  between  the  merger  consideration  and the  exercise  price of the
options.  The merger is expected to be effective  on November 1, 2008.  The 1997
Plan previously terminated according to its terms on March 16, 2007.

         Accordingly,  the  Registrant  has  terminated  the  offering of shares
pursuant to the 1997 Stock Option Plan, and the Registrant hereby withdraws from
registration  under  the  Securities  Act of  1933  all  200,000  of the  shares
originally registered pursuant to this registration statement.

                                   SIGNATURES

The Registrant

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of  the   requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
Post-Effective  Amendment  No.1 to  Registration  Statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Orangeburg,
State of South Carolina on October 27, 2008.

                               COMMUNITY BANKSHARES, INC.


                               By: s/Samuel L. Erwin
                                   ------------------------------
                                     Samuel L. Erwin
                                     Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment No. 1 to Registration Statement has been signed by the
following person in the capacities indicated on October 27, 2008.


                              By: s/William W. Traynham
                                  ----------------------------------------------
                                    William W. Traynham
                                    President and Chief Financial Officer
                                    (Principal Accounting and Financial Officer)

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                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Samuel L. Erwin, and William W. Traynham,
jointly and severally,  his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her  name,   place  and  stead,  in  any  and  all  capacities,   to  sign  this
Post-Effective Amendment No. 1 to Registration Statement and any and all further
amendments  to this  Registration  Statement,  and to file  the  same,  with all
exhibits  thereto,  and other  documentation in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all that  each of said  attorneys-in-fact  and  agents,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated on October 27, 2008.

s/Samuel L. Erwin                          Chief Executive Officer
-----------------------------------
Samuel L. Erwin

s/E. J. Ayers, Jr.                         Director
-----------------------------------
E. J. Ayers, Jr.

s/Alvis J. Bynum                           Director
-----------------------------------
Alvis J. Bynum

s/Anna O. Dantzler                         Director
-----------------------------------
Anna O. Dantzler

s/Thomas B. Edmunds                        Director
-----------------------------------
Thomas B. Edmunds

s/Charles E. Fienning                      Director
-----------------------------------
Charles E. Fienning

s/Henrietta C. Guthrie                     Director
-----------------------------------
Henrietta C. Guthrie

s/Richard L. Havekost                      Director
-----------------------------------
Richard L. Havekost

s/John V. Nicholson, Jr.                   Director
-----------------------------------
John V. Nicholson, Jr.

s/Samuel F. Reid, Jr.                      Director
-----------------------------------
Samuel F. Reid, Jr.

s/Charles P. Thompson, Jr.                 Director
-----------------------------------
Charles P. Thompson, Jr.

s/William W. Traynham                      President and Chief Financial Officer
-----------------------------------
William W. Traynham

                                            Director
-----------------------------------
Wm. Reynolds Williams

s/J. Richard Williamson
-----------------------------------
J. Richard Williamson                       Director

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