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

         DIVISION OF
CORPORATION FINANCE


Mail Stop 4561

December 13, 2005

C. Harril Whitehurst, Jr.
Chief Financial Officer
Village Bank & Trust Financial Corp.
1231 Alverser Drive
P.O. Box 330
Midlothian, Virginia  23113

	Re: 	Village Bank & Trust Financial Corp.
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Forms 10-Q for the Fiscal Quarters Ended March 31, 2005, June 30,
2005 and September 30, 2005
		File No.  0-50765

Dear Mr. Whitehurst:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Where
indicated, we think you should revise your documents in response
to
these comments in future filings.  If you disagree, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


10-KSB for the Fiscal Year Ended December 31, 2004

Consolidated Financial Statements, page 43

Note 1 - Summary of Significant Accounting Policies, page 47

Loans held for sale, page 48

1. We note your disclosure on page 7 that the majority of
residential
mortgages made by Community First are originated on a pre-sold
basis.
In light of the fact that these loans are originated on a pre-sold
basis, please tell us why you recognize a significant gain on sale
of
these loans.  Tell us the terms of your agreements through which
you
pre-sell the loans and the typical time period between origination
and the sale transaction.

2. Please tell us and in future filings disclose whether you have
any
recourse, retained interest or other continuing involvement with
the
loans sold.  If so, tell us and in future filings disclose your
related accounting policies.


*	*	*	*

      Please send us your response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter keying your responses to our
comments
and provide any requested supplemental information.  Please file
your
response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Dave Irving, Staff Accountant, at (202) 551-
3321, or me at (202) 551-3449 if you any questions.

Sincerely,



Joyce Sweeney
Accounting Branch Chief
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C. Harril Whitehurst, Jr.
Village Bank & Trust Financial Corp
12/13/2005
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