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Stilwell Joseph, et al. · SC 13D/A · Community Bancshares Inc/DE · On 12/5/05

Filed On 12/5/05 2:29pm ET · SEC File 5-41163 · Accession Number 892917-5-294

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/05/05  Stilwell Joseph                   SC 13D/A               1:15   Community Bancshares Inc/DE       892917
          Joseph Stilwell
          Stilwell Associates/L/P
          Stilwell Value LLC
          Stilwell Value Partners/IV/L/P

Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          15     81K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Common Stock Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration Stilwell Value LLC
1	1st Page
"	Common Stock
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
7	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
11	Item 5. Interest in Securities of the Issuer
13	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits
14	Stilwell Value LLC

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 1 of 15 
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
 (Amendment No. 2)

COMMUNITY BANCSHARES, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

 20343H 10 6
(CUSIP Number)

 Mr. Joseph Stilwell
 26 Broadway, 23rd Floor
New York, New York 10004
 Telephone: (212) 269-5800

 with a copy to:
Spencer L. Schneider, Esq.
 70 Lafayette Street
New York, New York 10013
 Telephone: (212) 233-7400
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

December 2, 2005
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss.240.13d-1(e),  240.13d-(f) or 240.13d-1(g),  check the
following box. [ ]                                                              

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 2 of 15 
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--------------------------------------------------------------------------------
     1.   Names  of  Reporting  Persons.  I.R.S.  Identification  Nos.  of above
persons (entities only).                                    

--------------------------------------------------------------------------------
Stilwell Value Partners IV, L.P.                            
--------------------------------------------------------------------------------
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)
--------------------------------------------------------------------------------
(a) [X]                                                     
--------------------------------------------------------------------------------
(b)                                                         
--------------------------------------------------------------------------------
3. SEC Use Only                                                       
   ...................................................................
--------------------------------------------------------------------------------
4.   Source of Funds (See Instructions) WC                            
--------------------------------------------------------------------------------
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]                                            
--------------------------------------------------------------------------------
6.   Citizenship or Place of Organization: Delaware                   
--------------------------------------------------------------------------------
Number of      7. Sole Voting Power: 0                                          
Shares         -----------------------------------------------------------------
Beneficially   8. Shared Voting Power: 715,831                                  
Owned by       -----------------------------------------------------------------
Each           9. Sole Dispositive Power: 0                                     
Reporting      -----------------------------------------------------------------
Person With    10. Shared Dispositive Power: 715,831                            
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:       
715,831                                                         
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares   
(See Instructions) [ ]                                          
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 8.2%            
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) PN                      
--------------------------------------------------------------------------------

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 3 of 15 
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--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above    
persons (entities only).                                        
--------------------------------------------------------------------------------
Stilwell Associates, L.P.                                       
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
--------------------------------------------------------------------------------
(a) [X]                                                         
--------------------------------------------------------------------------------
(b)                                                             
--------------------------------------------------------------------------------
3. SEC Use Only                                                       
        ........................................................................
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WC                              
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to   
Items 2(d) or 2(e) [ ]                                          
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: Delaware                     
--------------------------------------------------------------------------------
Number of      7. Sole Voting Power: 0                                          
Shares         -----------------------------------------------------------------
Beneficially   8. Shared Voting Power: 715,831                                  
Owned by       -----------------------------------------------------------------
Each           9. Sole Dispositive Power: 0                                     
Reporting      -----------------------------------------------------------------
Person With    10. Shared Dispositive Power: 715,831                            
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:       
715,831                                                         
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares   
(See Instructions) [ ]                                          
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 8.2%            
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) PN                      
--------------------------------------------------------------------------------

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 4 of 15 
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--------------------------------------------------------------------------------
    1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).                                                
--------------------------------------------------------------------------------
Stilwell Value LLC                                              
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
--------------------------------------------------------------------------------
(a) [X]                                                         
--------------------------------------------------------------------------------
(b)                                                             
--------------------------------------------------------------------------------
3. SEC Use Only                                                       
        ........................................................................
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)  N/A                            
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to   
Items 2(d) or 2(e) [ ]                                          
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: Delaware                     
--------------------------------------------------------------------------------
Number of      7. Sole Voting Power: 0                                          
Shares         -----------------------------------------------------------------
Beneficially   8. Shared Voting Power: 715,831                                  
Owned by       -----------------------------------------------------------------
Each           9. Sole Dispositive Power: 0                                     
Reporting      -----------------------------------------------------------------
Person With    10. Shared Dispositive Power: 715,831                            
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:       
715,831                                                         
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares   
(See Instructions) [ ]                                          
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 8.2%            
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) OO                      
--------------------------------------------------------------------------------

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 5 of 15 
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--------------------------------------------------------------------------------
    1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).                                                
--------------------------------------------------------------------------------
Joseph Stilwell                                                 
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
--------------------------------------------------------------------------------
(a) [X]                                                         
--------------------------------------------------------------------------------
(b)                                                             
--------------------------------------------------------------------------------
3. SEC Use Only                                                       
        ........................................................................
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) N/A                             
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to   
Items 2(d) or 2(e) [ ]                                          
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States                
--------------------------------------------------------------------------------
Number of      7. Sole Voting Power: 0                                          
Shares         -----------------------------------------------------------------
Beneficially   8. Shared Voting Power: 715,831                                  
Owned by       -----------------------------------------------------------------
Each           9. Sole Dispositive Power: 0                                     
Reporting      -----------------------------------------------------------------
Person With    10. Shared Dispositive Power: 715,831                            
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:       
715,831                                                         
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares   
(See Instructions) [ ]                                          
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 8.2%            
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN                      
--------------------------------------------------------------------------------

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 6 of 15 
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Item 1.   Security and Issuer                                                   

     This is the second amendment to the original  Schedule 13D, which was filed
on March 29, 2004 (the  "Original  Schedule  13D"),  and amended on November 21,
2005 (the "First Amendment"). This Second Amendment is filed jointly by Stilwell
Value  Partners  IV,  L.P.,  a Delaware  limited  partnership  ("Stilwell  Value
Partners  IV"),  Stilwell  Associates,  L.P.,  a  Delaware  limited  partnership
("Stilwell  Associates"),  Stilwell  Value  LLC, a  Delaware  limited  liability
company  ("Stilwell  Value  LLC") and the  general  partner  of  Stilwell  Value
Partners IV and  Stilwell  Associates,  and Joseph  Stilwell,  managing and sole
member  of  Stilwell  Value  LLC.  All of the  filers of this  Schedule  13D are
collectively referred to as the "Group".                                        

     This statement  relates to the common stock  ("Common  Stock") of Community
Bancshares,  Inc. (the "Issuer"). The address of the principal executive offices
of the Issuer is 68149  Main  Street,  Blountsville,  Alabama  35031.  The joint
filing  agreement  of the  members  of the  Group is  attached  to the  Original
Schedule 13D as Exhibit 1.                                                      

Item 2.   Identity and Background                                               

     (a)-(c)  This  statement is filed by Joseph  Stilwell,  with respect to the
shares of Common  Stock  held in the names of  Stilwell  Value  Partners  IV and
Stilwell Associates,  in Mr. Stilwell's capacity as the managing and sole member
of Stilwell Value LLC,  which is the general  partner of Stilwell Value Partners
IV and Stilwell Associates.                                                     

     The business address of the Group is 26 Broadway, 23rd Floor, New York, New
York 10004.                                                                     

     The principal employment of Mr. Stilwell is investment management. Stilwell
Value Partners IV and Stilwell  Associates are private  investment  partnerships
engaged in the purchase and sale of securities for their own accounts.  Stilwell
Value LLC is in the business of serving as the general partner of Stilwell Value
Partners IV and Stilwell Associates.                                            

     (d) During the past five years,  no member of the Group has been  convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) During the past five years,  no member of the Group has been a party to
a  civil  proceeding  of  a  judicial  or   administrative   body  of  competent
jurisdiction  and,  as a result of such  proceeding,  was,  or is subject  to, a
judgment,  decree or final order enjoining future  violations of, or prohibiting
or mandating  activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.                                        

(f) Mr. Stilwell is a citizen of the United States.                   

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                        Page 7 of 15
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Item 3.   Source and Amount of Funds or Other Consideration                     

     No member of the Group has  purchased  any shares of Common Stock since the
filing of the Original Schedule 13D.                                            

Item 4.   Purpose of Transaction                                                

     The purpose of the  acquisition of Common Stock of the Issuer by members of
the Group is to profit from the  appreciation  in the market price of the Common
Stock through the assertion of shareholder  rights.  The members of the Group do
not believe the value of the  Issuer's  assets is  adequately  reflected  in the
current market price of the Issuer's Common Stock.                              

     Members of the Group are filing this Second  Amendment to report  that,  on
December  2,  2005,  the Group sent a letter to the  Issuer  demanding  that the
Issuer  confirm  whether it interprets  its bylaws to prohibit  shareholders  to
nominate an alternate slate of directors and, if so, stating that the Group will
sue the Issuer to nullify the Issuer's bylaws to enable the Group to nominate an
alternate  slate.  A copy of the letter is  attached as Exhibit 2. If the Issuer
does not provide a satisfactory  response within five days, members of the Group
intend to file a lawsuit to obtain relief.                                      

     Members of the Group  believe  that the Issuer's  management  has made good
progress in resolving the Issuer's regulatory issues,  lawsuits,  problem loans,
and  non-performing  assets.  However,  members  of the Group  believe  that the
Issuer's return on equity is substantially below average, and that its return on
equity  is likely  to  remain  below  average  for the  foreseeable  future.  As
previously reported on November 21, 2005, members of the Group therefore believe
that the Issuer should be sold. On November 21, 2005,  members of the Group also
disclosed  that, if the Issuer does not announce a sale  transaction  before the
time that the Group  must  begin the  proxy  solicitation  process  for the 2006
annual shareholders meeting, the Group intends to nominate an alternate slate of
directors for election at that meeting and to solicit proxies to elect them.    

     Members of the Group reserve the right, in the future,  without limitation:
(a) to  communicate  and discuss  their views with other  shareholders  and make
proposals to the Issuer's Board and management  regarding (i)  representation on
the Issuer's  Board,  or (ii) a sale or merger of the Issuer;  or (b) to solicit
proxies or written  consents from other  shareholders of the Issuer with respect
to Board representation or other proposals for shareholder action.              

     On May 1, 2000,  certain  members of the Group (the  "Stilwell  SPN Group")
filed a  Schedule  13D in  connection  with  the  common  stock of  Security  of
Pennsylvania  Financial  Corp.  ("SPN").  Thereafter,  the  Stilwell  SPN  Group
communicated  with  management  of SPN  and  scheduled  a  meeting  with  senior
management in order to discuss  maximizing  short and  long-term  value of SPN's
assets.  On June 2, 2000,  prior to the  scheduled  meeting,  SPN and  Northeast
Pennsylvania  Financial  Corp.  announced the signing of a definitive  agreement
under which Northeast Pennsylvania Financial Corp. agreed to acquire SPN and the
Stilwell SPN Group disposed of its shares of SPN on the open market.            

     On July 7, 2000,  certain  members of the Group (the "Stilwell CMRN Group")
filed a Schedule 13D in  connection  with the common stock of Cameron  Financial
Corporation  ("Cameron").  Thereafter  the  Stilwell  CMRN Group  exercised  its
shareholder  rights by, among other things,  requesting that Cameron  management
hire an investment  banker,  demanding  Cameron's list of shareholders,  meeting
with  Cameron's  management,  demanding  that Cameron  invite the Stilwell  CMRN
Group's representatives to join the Board, writing to other Cameron shareholders
to express  their dismay with  management's  inability  to maximize  shareholder

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 8 of 15 
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value and publishing that letter in the local press. On October 6, 2000, Cameron
announced  that it had entered  into an  agreement  to be acquired by  Dickinson
Financial Corp. and the Stilwell CMRN Group disposed of its shares of Cameron on
the open market.                                                                

     On January  4, 2001,  certain  members  of the Group  (the  "Stilwell  CFIC
Group")  filed a Schedule 13D in  connection  with the common stock of Community
Financial Corp. ("CFIC").  The Stilwell CFIC Group reported that it acquired the
stock of CFIC for  investment  purposes  after CFIC announced the sale of two of
its four subsidiary banks and its intention to sell one or more of its remaining
subsidiaries.  On  January  25,  2001,  CFIC  announced  the  sale of one of its
remaining subsidiaries.  The Stilwell CFIC Group then announced its intention to
run an alternate  slate of directors at the 2001 annual  meeting if CFIC did not
sell the  remaining  subsidiary  by then.  On March  27,  2001,  members  of the
Stilwell CFIC Group wrote to CFIC  confirming  that CFIC had agreed to meet with
one of the Stilwell CFIC Group's  proposed  nominees to the Board.  On March 30,
2001,  before the meeting took place,  CFIC  announced  that it had agreed to be
merged  with First  Financial  Corporation.  The  Stilwell  CFIC  Group,  having
accomplished  its purpose of maximizing  shareholder  value,  announced  that it
would not seek  representation  on the Board or solicit  proxies  for use at the
annual meeting.                                                                 

     On February  23, 2001,  certain  members of the Group (the  "Stilwell  MONT
Group") filed a Schedule 13D in  connection  with the common stock of Montgomery
Financial  Corporation  ("Montgomery").  In its Schedule  13D, the Stilwell MONT
Group stated that it acquired the stock of Montgomery  for  investment  purposes
and that it  believed  the value of  Montgomery's  assets  exceeded  its current
market  price.  On April 20, 2001,  members of the Stilwell  MONT Group met with
Montgomery's  management,  suggested  to  management  that  it  should  maximize
shareholder  value by selling the  institution  and notified  management that it
would run an  alternate  slate of directors  at the 2001 annual  meeting  unless
Montgomery  entered into a  transaction.  Eleven days after the Schedule 13D was
filed,  Montgomery's  Board  amended its bylaws to require that  nominees to its
Board must: (a) reside  locally,  (b) have a loan or deposit  relationship  with
Montgomery's subsidiary bank for at least twelve months prior to nomination, (c)
have served as a member of a local civic or community  organization for at least
twelve  months during the five years prior to the  nomination to the Board,  and
(d) own 100 shares of  Montgomery's  stock.  Additionally,  the  amended  bylaws
shortened  the time for  shareholders  to notice  their  intention  to  nominate
alternate  directors  at the 2001 annual  meeting.  On June 5, 2001,  Montgomery
announced  that it had  hired an  investment  banking  firm,  to "help  evaluate
available alternatives to improve financial performance and maximize shareholder
value. . . .  [including] a potential  acquisition or merger." On June 13, 2001,
the Stilwell MONT Group timely noticed its intention to nominate to Montgomery's
Board two persons who  qualified  under the amended  bylaws.  On July 24,  2001,
Montgomery  announced that it signed a definitive agreement with Union Community
Bancorp ("Union") providing for the merger of Montgomery into Union.            

     On June 14, 2001,  certain members of the Group (the "Stilwell HCBB Group")
filed a Schedule 13D in connection with the common stock of HCB Bancshares, Inc.
("HCBB").  On or about  September 4, 2001, the Stilwell HCBB Group reported that
it had  entered  into a  standstill  agreement  with HCBB  whereby,  among other
things,  HCBB would appoint a director selected by the Stilwell HCBB Group. HCBB
also agreed to consider  conducting a Dutch tender auction.  Additionally,  HCBB
agreed to adopt annual  financial  targets.  HCBB also agreed that if it did not
achieve the financial  targets,  it would retain an  investment  banking firm to
help it to explore available  alternatives to maximizing  shareholder  value. On
October 22,  2001,  the  Stilwell  HCBB                                         

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 9 of 15 
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Group  reported  that HCBB had named  its  nominee,  John G.  Rich,  Esq.,  as a
director. On January 31, 2002, HCBB announced a modified Dutch tender auction to
repurchase  20% of its shares.  Subsequent  to the  standstill  agreement,  HCBB
announced and completed a number of 5% share repurchase  programs,  and, between
the filing of the  Stilwell  HCBB  Group's  Schedule 13D and up until August 31,
2003, HCBB's  outstanding share count decreased by 33%. HCBB did not achieve the
financial  target  enumerated  in the  standstill  agreement for the fiscal year
ended June 30,  2003.  Pursuant  to the terms of the  standstill  agreement,  on
August 12,  2003,  HCBB  announced  that it  retained  Gerrish & McCreary  PC (a
regional  investment  banking  firm)  to  assist  HCBB  in  exploring  available
alternatives  for  maximizing  shareholder  value,  including a sale of HCBB. On
January  14,  2004,  HCBB  announced  that it had agreed to be  acquired by Rock
Bancshares Inc. and, having accomplished its objective of maximizing shareholder
value,  the  Stilwell  HCBB  Group  disposed  of its  shares of HCBB on the open
market.                                                                         

     On December  15, 2000,  certain  members of the Group (the  "Stilwell  OTFC
Group") filed a Schedule 13D in connection with the common stock of Oregon Trail
Financial Corp.  ("OTFC").  In January 2001,  members of the Stilwell OTFC Group
met with the management of OTFC to discuss its concerns that  management was not
maximizing  shareholder  value and it proposed that OTFC  voluntarily  place its
nominees on the Board. OTFC rejected the Stilwell OTFC Group's proposal, and the
Stilwell OTFC Group  immediately  announced its intention to solicit  proxies to
elect a Board nominee.  OTFC refused to produce its complete shareholder list to
the Stilwell  OTFC Group,  which sued OTFC in Baker  County,  Oregon.  The court
ultimately  ordered  OTFC to produce  the  complete  list and to pay  $10,000 in
attorneys'  fees to the  Stilwell  OTFC  Group.  The  Stilwell  OTFC  Group also
initiated  lawsuits  against two OTFC directors,  alleging that one director had
allegedly violated OTFC's residency  requirement and that the other director had
allegedly  committed perjury while testifying about his co-director in the first
suit.  Both suits were dismissed  pre-trial but the Stilwell OTFC Group filed an
appeal in one suit and was  permitted  to re-file the other suit in state court.
On or about August 16, 2001,  the Stilwell  OTFC Group began to solicit  proxies
from  shareholders  to elect Kevin D.  Padrick,  Esq.  to the Board of OTFC.  On
September 12, 2001,  OTFC filed suit against the  Manhattan-based  Stilwell OTFC
Group in Portland,  Oregon's  federal district court and moved to invalidate the
Stilwell OTFC Group's proxies,  but the court denied the motion and the election
proceeded.  During the  election,  OTFC  announced  the hiring of an  investment
banking firm.  The Stilwell OTFC Group argued in its proxy  materials  that OTFC
should have used its excess  capital to  repurchase  its shares at prices  below
book value.  In the five months  after the filing of the  Stilwell  OTFC Group's
first proxy  statement  (i.e.,  from August 1, 2001 through  December 31, 2001),
OTFC repurchased approximately 15% of its shares.                               

     On October 12, 2001, at OTFC's Annual Meeting,  OTFC's shareholders elected
the Stilwell OTFC Group's  candidate to the Board by a 2-1 margin.  On March 12,
2002,  OTFC and members of the  Stilwell  OTFC Group  entered  into a standstill
agreement pursuant to which,  among other things,  OTFC agreed to achieve annual
targets for its return on equity, to reduce its current capital ratio, to obtain
advice from its investment  banker  regarding annual 10% stock  repurchases,  to
re-elect  the  Stilwell  OTFC  Group's  director  to the Board at the end of his
current term, to maintain a seat for the Stilwell  OTFC Group's  director,  or a
replacement  director,  for five years,  to  reimburse a portion of the Stilwell
OTFC Group's  expenses  incurred in the proxy  contest,  and to  withdraw,  with
prejudice,  the pending  lawsuit  against members of the Stilwell OTFC Group. In
exchange,  members of the Stilwell  OTFC Group agreed,  among other  things,  to
refrain from seeking additional seats on OTFC's Board and to support OTFC. On or
about  February 24, 2003,  OTFC and  FirstBank NW Corp.  ("FBNW")  announced the
signing of a definitive agreement                                               

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 10 of 15
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whereby OTFC and FBNW would be merged,  and the Stilwell OTFC Group subsequently
announced  that,  having  accomplished  its objective of maximizing  shareholder
value, it had disposed of substantially all of its shares on the open market.   

     On November  25, 2002,  certain  members of the Group (the  "Stilwell  ACAP
Group")  filed a Schedule  13D in  connection  with the common stock of American
Physicians Capital, Inc. ("ACAP"). The Schedule 13D reported that on January 18,
2002,  the Michigan  Insurance  Department  approved  the Stilwell  ACAP Group's
petition  for  permission  to solicit  proxies to elect two  directors to ACAP's
Board.  On January  29,  2002,  Stilwell  Associates  noticed its  intention  to
nominate two  directors at the 2002 annual  meeting.  On February 20, 2002,  the
Stilwell ACAP Group  entered into a three-year  standstill  agreement  with ACAP
wherein,  among other  things,  ACAP added the Stilwell  ACAP  Group's  nominee,
Spencer L. Schneider, Esq., to its Board. Additionally,  ACAP agreed, subject to
its Board's  fiduciary  duties and  regulatory  approval,  to  consider  using a
portion of its excess capital to repurchase  ACAP's shares in each of the fiscal
years 2002 and 2003 so that its  outstanding  share count would  decrease by 15%
for each of those years.  In its 2002 fiscal year,  ACAP  repurchased 15% of its
outstanding  shares.  Such repurchases were highly accretive to ACAP's per share
book value.  Since the filing of the Schedule 13D: (a) on November 6, 2003, ACAP
announced  a reserve  charge and that it would  explore  its options to maximize
shareholder value -- it subsequently announced it had retained Sandler O'Neill &
Partners, L.P. to assist the Board in this regard; (b) on November 6, 2003, ACAP
also announced  that it would exit from the healthcare and workers  compensation
insurance businesses; (c) on December 2, 2003, ACAP announced that its President
and Chief Executive Officer,  William Cheeseman,  would take early retirement on
December 31, 2003; (d) on December 23, 2003,  ACAP named R. Kevin Clinton as its
new  President  and Chief  Executive  Officer;  and (e) on June 24,  2004,  ACAP
announced that, after a diligent and thorough review and examination,  the Board
determined that the best means to maximize  shareholder  value is to continue to
execute ACAP's current  business  strategy of shedding  non-core  businesses and
focusing on its core business line in its core markets.  On August 19, 2004, the
Stilwell ACAP Group disclosed that it intended to seek additional representation
on the Board and  exercise its  shareholder  rights upon the  expiration  of the
standstill  agreement.  On  November  10,  2004,  at ACAP's  invitation,  Joseph
Stilwell  joined  ACAP's Board of Directors  and the parties  entered into a new
standstill  agreement  providing for Mr. Stilwell and Mr. Schneider to remain on
the Board through the annual meeting in 2008.                                   

     On June 30, 2003,  certain members of the Group (the "Stilwell FPIC Group")
filed a  Schedule  13D in  connection  with the common  stock of FPIC  Insurance
Group, Inc.  ("FPIC").  The Stilwell FPIC Group also reported that at such times
as the  market  price of FPIC stock more  adequately  reflects  the value of its
assets,   the  Stilwell  FPIC  Group  reserved  its  right  to  make  additional
dispositions  of its  holdings of FPIC stock  irrespective  of FPIC having taken
steps to maximize  shareholder  value. On August 12, 2003, the Florida Office of
Insurance  Regulation  approved the Stilwell FPIC Group's application to acquire
more than 5% of  FPIC's  shares of  common  stock  and to hold  board  seats and
exercise its shareholder  rights. On November 10, 2003,  pursuant to the Group's
request to FPIC, the Group's nominee,  John G. Rich, Esq.,  became a director of
FPIC. In connection with Mr. Rich's  appointment to the Board,  FPIC and members
of the Group  entered into a  confidentiality  agreement.  On June 7, 2004,  the
Stilwell FPIC Group reported that,  inasmuch as FPIC's shares were somewhat less
undervalued  because of the  substantial  increase  in the  market  price of the
stock, it had decreased its holdings of FPIC to below 5%.                       

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 11 of 15
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     On June 20, 2005,  certain members of the Group (the "Stilwell PBIP Group")
filed a Schedule 13D in connection with the common stock of Prudential  Bancorp,
Inc. of Pennsylvania ("PBIP"), disclosing that the Group intended to seek a seat
on PBIP's board of directors. PBIP is majority owned by a mutual holding company
("MHC")  controlled by PBIP's  management  and has the ability to outvote public
shareholders on most corporate actions except,  pursuant to federal regulations,
on approval of its stock benefit plans. PBIP's prospectus distributed in January
2005 indicated its intention to seek  shareholder  approval of its stock benefit
plans.  In July 2005,  Joseph  Stilwell asked to be placed on PBIP's board,  but
PBIP  declined  to do so. On August 5,  2005,  the  Stilwell  PBIP  Group  filed
preliminary  proxy  materials with the SEC to solicit proxies to oppose approval
of PBIP's stock  benefit plans in order to send a message to PBIP that it should
appoint public  shareholders  with  substantial  share holdings to its board. On
October 20, 2005,  PBIP  disclosed  that it would not seek approval of its stock
benefit plans at its upcoming annual meeting. On November 17, 2005, the Stilwell
PBIP Group filed  preliminary  proxy  materials with the SEC to solicit  proxies
from PBIP's shareholders to withhold their votes on the election of directors as
a referendum that PBIP should appoint public shareholders with substantial share
holdings  to its board.  If PBIP  decides  at a later  date to seek  shareholder
approval  of its stock  benefit  plans,  the  Stilwell  PBIP Group will  solicit
proxies to oppose them.                                                         

     Members of the Group may make further  purchases of shares of Common Stock.
Members of the Group may  dispose of any or all the shares of Common  Stock held
by them,  although  they have no current plans to do so. Except as noted in this
Schedule 13D, no member of the Group has any plans or proposals which relate to,
or could  result in, any of the matters  referred to in  paragraphs  (a) through
(j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time
and from time to time,  review or reconsider their positions and formulate plans
or proposals with respect thereto.                                              

Item 5.   Interest in Securities of the Issuer                                  

     The percentages used in this Second Amendment are calculated based upon the
number of outstanding shares of Common Stock, 8,680,415,  reported as of October
19, 2005, in the Issuer's Form 10-Q dated  November 10, 2005. The March 19, 2004
purchase of shares of Common Stock by Stilwell  Value Partners IV was made in an
open market  transaction on the Over the Counter  Bulletin  Board.  The March 2,
2004  purchases of shares of Common Stock by members of the Group were made in a
private placement  transaction with the Issuer. The March 3, 2005, sale of 8,000
shares of Common Stock by Stilwell  Value Partners IV was made in an open market
transaction on the Over the Counter Bulletin Board.                             

(A) Stilwell Value Partners IV                                                  

(a)   Aggregate number of shares beneficially owned: 715,831          
Percentage:  8.2%                                         

(b)  1. Sole power to vote or to direct  vote: 0                      
2. Shared power to vote or to direct  vote:  715,831        
3. Sole  power to  dispose or to direct the disposition:  0 
   4. Shared  power to dispose or to direct  disposition:  715,831

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 12 of 15
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     (c)  Stilwell  Value  Partners IV has not  purchased  or sold any shares of
Common Stock within the past 60 days.                                           

     (d) Because he is the managing and sole member of Stilwell Value LLC, which
is the general partner of Stilwell Value Partners IV, Mr. Stilwell has the power
to direct the affairs of Stilwell  Value  Partners IV,  including the voting and
disposition  of  shares  of  Common  Stock  held in the name of  Stilwell  Value
Partners IV.  Therefore,  Mr. Stilwell is deemed to share voting and disposition
power with  Stilwell  Value  Partners IV with  regard to those  shares of Common
Stock.                                                                          

(B)  Stilwell Associates                                                        

(a)  Aggregate number of shares  beneficially  owned:  715,831        
Percentage:  8.2%                                           

(b)  1. Sole power to vote or to direct  vote: 0                      
2. Shared power to vote or to direct  vote:  715,831        
3. Sole  power to  dispose or to direct the disposition:  0 
  4. Shared  power to dispose or to direct  disposition: 715,831

     (c)  Stilwell  Associates  has not  purchased  or sold any shares of Common
Stock within the past 60 days.                                                  

     (d) Because he is the managing and sole member of Stilwell Value LLC, which
is the general  partner of Stilwell  Associates,  Mr.  Stilwell has the power to
direct the affairs of Stilwell Associates,  including the voting and disposition
of shares of Common  Stock held in the name of Stilwell  Associates.  Therefore,
Mr.  Stilwell  is deemed to share  voting and  disposition  power with  Stilwell
Associates with regard to those shares of Common Stock.                         

(C)  Stilwell Value LLC                                                         

(a)  Aggregate number of shares  beneficially  owned:  715,831        
Percentage:  8.2%                                           

(b)  1. Sole power to vote or to direct  vote: 0                      
2. Shared power to vote or to direct  vote:  715,831        
3. Sole  power to  dispose or to direct the disposition:  0 
  4. Shared  power to dispose or to direct  disposition: 715,831

(c) Stilwell Value LLC has made no purchases of Common Stock.         

     (d) Because he is the managing  and sole member of Stilwell  Value LLC, Mr.
Stilwell  has the power to direct the  affairs of Stilwell  Value LLC.  Stilwell
Value LLC is the general  partner of  Stilwell  Value  Partners IV and  Stilwell
Associates.  Therefore,  Stilwell  Value  LLC may be  deemed  to share  with Mr.
Stilwell voting and disposition  power with regard to the shares of Common Stock
held by Stilwell Value Partners IV and Stilwell Associates.                     

(D)  Mr. Joseph Stilwell                                                        

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 13 of 15
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(a)  Aggregate number of shares  beneficially  owned:  715,831        
Percentage:  8.2%                                           

(b)  1. Sole power to vote or to direct  vote: 0                      
2. Shared power to vote or to direct  vote:  715,831        
3. Sole  power to  dispose or to direct the disposition:  0 
   4. Shared  power to dispose or to direct  disposition:  715,831

(c) Mr. Stilwell has made no purchases of shares of Common Stock.     

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect   
to Securities of the Issuer.                                                    

     Other than the Joint  Filing  Agreement  filed as Exhibit 1 to this filing,
and  as  otherwise  described  below,  there  are  no  contracts,  arrangements,
understandings  or  relationships  among the persons  named in Item 2 hereof and
between  such  persons  and any person  with  respect to any  securities  of the
Issuer,  including  but  not  limited  to  transfer  or  voting  of  any  of the
securities,  finders' fees, joint ventures, loan or option arrangements, puts or
calls,  guarantees of profits,  divisions of profits or losses, or the giving or
withholding  of proxies,  except for sharing of profits.  Stilwell Value LLC and
Mr. Joseph Stilwell, in their capacities, respectively, as a general partner and
as a managing and sole member,  as described in this  Schedule 13D, are entitled
to an allocation of a portion of profits.                                       

     See Items 1 and 2 above regarding  disclosure of the relationships  between
members of the Group, which disclosure is incorporated herein by reference.     

Item 7.   Material to be Filed as Exhibits                                      

Exhibit No.      Description                                          
--             -----------                                        
      1             Joint Filing Agreement, filed with Original Schedule 13D
2             Letter to Issuer, dated December 2, 2005          

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 14 of 15
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SIGNATURES

     After  reasonable  inquiry and to the best of our knowledge and belief,  we
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

Date:     December 5, 2005                                                      

                          STILWELL VALUE PARTNERS IV, L.P.

                By: STILWELL VALUE LLC
                 General Partner

             /s/ Joseph Stilwell
                            ----------------------------------
               By:   Joseph Stilwell
                              Managing and Sole Member

                   STILWELL ASSOCIATES, L.P.

                By: STILWELL VALUE LLC
                 General Partner

             /s/ Joseph Stilwell
                             -----------------------------------
               By:   Joseph Stilwell
                              Managing and Sole Member

            STILWELL VALUE LLC

             /s/ Joseph Stilwell
                             -----------------------------------
               By:   Joseph Stilwell
                              Managing and Sole Member

         JOSEPH STILWELL

             /s/ Joseph Stilwell
                             -----------------------------------
         Joseph Stilwell

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CUSIP NO. 20343H 10 6           SCHEDULE 13D                       Page 15 of 15
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 EXHIBIT 2
LETTER TO ISSUER, DATED DECEMBER 2, 2005

 Stilwell Value Partners
 26 Broadway, 23rd Floor
New York, NY 10004
(212) 269-5600

                                      December 2, 2005

By Federal Express                                                              
Patrick M. Frawley                                                              
Chairman, President and Chief Executive Officer                                 
Community Bancshares, Inc.                                                      
68149 Highway 231 South                                                         
Blountsville, Alabama 35031                                                     

 RE: Nomination of Directors

Dear Pat:                                                                       

     I believe the Company's  bylaws could be interpreted to allow  shareholders
to merely "recommend"  nominees to the board thus barring shareholders from duly
nominating an alternate slate. If the Company is interpreting its bylaws in this
manner,  the Company  would be  violating  Delaware law which holds that it is a
shareholder's right to nominate an alternate slate.                             

     Would you be so kind as to advise me within five (5) days  whether  this is
your  interpretation,  because  if it is I will need to  commence  a lawsuit  to
nullify your bylaws to permit me to nominate an alternate slate.                

                         Very truly yours,

                           /s/ Joseph Stilwell

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D/A Filing	Date	First	Last	Other Filings

	5/1/00	7
	6/2/00	7
	7/7/00	7		SC 13D
	10/6/00	8		8-K/A
	12/15/00	9		SC 13D/A
	1/4/01	8		SC 13D
	1/25/01	8
	2/23/01	8		SC 13D
	3/27/01	8
	3/30/01	8
	4/20/01	8
	6/5/01	8
	6/13/01	8		SC 13D/A
	6/14/01	8		SC 13D
	7/24/01	8
	8/1/01	9
	8/16/01	9		DEFC14A
	9/4/01	8		SC 13D/A
	9/12/01	9
	10/12/01	9
	10/22/01	8
	12/31/01	9		10-K, NT 10-K
	1/18/02	10
	1/29/02	10
	1/31/02	9
	2/20/02	10
	3/12/02	9		SC 13D/A
	11/25/02	10		SC 13D
	2/24/03	9
	6/30/03	9	10	10-Q, SC 13D
	8/12/03	9	10	8-K
	8/31/03	9
	11/6/03	10
	11/10/03	10
	12/2/03	10
	12/23/03	10
	12/31/03	10		10-K, NT 10-K
	1/14/04	9		8-K
	3/2/04	11
	3/19/04	11
	3/29/04	6		SC 13D
	6/7/04	10		SC 13D/A
	6/24/04	10		8-K, DEF 14A, PRE 14A
	8/19/04	10		SC 13D/A
	11/10/04	10		3
	3/3/05	11
	6/20/05	11		SC 13D
	8/5/05	11		8-K, PREN14A, SC 13D/A
	10/19/05	11
	10/20/05	11
	11/10/05	11		10-Q
	11/17/05	11		4, PREN14A, SC 13D/A
	11/21/05	6	7
	12/2/05	1	15
Filed On / Filed As Of	12/5/05	14		4

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Stilwell Joseph, et al. · SC 13D/A · Community Bancshares Inc/DE · On 12/5/05

Filed On 12/5/05 2:29pm ET · SEC File 5-41163 · Accession Number 892917-5-294

Amendment to General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents