Mail Stop 3561

								May 9, 2006

Mr. Gary A. Simanson, President and CEO
Community Bankers Acquisition Corp.
717 King Street
Alexandria, Virginia 22314

      Re:	Community Bankers Acquisition Corp.
		Amendment No. 7 to Registration Statement on
Form S-1
		Filed May 2, 2006
      File No. 333-124240

Dear Mr. Simanson:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note the statement on page 36 and in the risk factor on page
11
that "it is our intention to make liquidating distributions to our
stockholders as soon as reasonably possible after distribution
and,
therefore, we do not intend to comply with those procedures
[Section
280 of the Delaware General Corporation Law]."  We note the
requirements in Section 281(b) of Delaware General Corporation Law
that a dissolved corporation which has not followed the procedures
in
Section 280 shall adopt a plan of distribution to which the
dissolved
corporation "(i) shall pay or make reasonable provision to pay all
claims and obligations ... (ii) shall make such provision as will
be
reasonably likely to be sufficient to provide compensation for any
claim against the corporation which is the subject of a pending
action, suit or proceeding to which the corporation is a party and
(iii) shall make such provision as will be reasonably likely to be
sufficient to provide compensation for claims that have not been
made
known to the corporation ..., are likely to arise or to become
known
to the corporation ... within 10 years after the date of
dissolution."  Please provide us with a legal analysis as to how
the
company will comply with Section 281(b) and disclose in the
prospectus the procedures that the company will undertake to
comply.
Also, revise the disclosure throughout the prospectus to include
the
effect that this provision will have upon the stockholders` rights
to
receive their portion of the trust in the event of liquidation.
In
addition, please include a discussion as to how the funds held in
trust could be subject to a bankruptcy proceeding by the company.
2. We note the disclosure in exhibit 10.1 and the risk factor on
page
10 that Messrs. Simanson and Mr. David Zalman will be personally
liable under "certain circumstances" to ensure that the proceeds
in
the trust fund are not reduced by the claims of various vendors or
service providers that are owed money by the company for services
rendered or products sold to the company, provided, however, such
personal liability shall not apply to the payment of debts and
obligations to a prospective target business if a business
combination is not consummated with such prospective target
business,
or for claims from any other entity other than vendors.  In the
prospectus, please describe the "certain circumstances."  Also
include, in the prospectus, a discussion of the possible third
party
claims, e.g., describe the vendors and service providers that
could
bring claims along with the types of claims and describe which
types
of claims Messrs. Simanson and Zalman would be personally liable.
In
addition, please describe the claims that could be brought by a
prospective target business in the event a business combination is
not consummated.  It may be helpful to revise your risk factors to
clearly describe the potential risk that a portion of the funds
held
in trust could be subject to third party claims.
3. We note the disclosure throughout your registration statement
that
in the event of liquidation, all holders of common stock sold in
this
offering will be entitled to receive their portion of the amount
held
in trust ($7.52 per unit).  Please expand and clarify why you
believe
it is appropriate to disclose such amount in light of the lack of
full indemnification obligations by Messrs. Simanson and Zalman
and
the potential effect of Section 281(b) of Delaware General
Corporation Law.
Summary
4. We note the disclosure on page 31 that "[o]ur search for a
target
company will be limited to the United States with a primary focus
on
the Mid-Atlantic region."  Please revise the summary to include
disclosure regarding the focus on the Mid-Atlantic region.


Risk Factors, page 9
5. In the risk factor on page 10, under the subheading "If third
parties bring claims against us ...," we note the statement that
"[i]f we are unable to complete a business combination and are
forced
to liquidate, Mr. Siamanson, our president, and Mr. David Zalman,
a
stockholder, will be personally liable under certain circumstances
to
ensure that the proceeds in the trust fund are not reduced by the
claims of various vendors or service providers that are owed money
by
us for services rendered or products sold to us."  Please
reconcile
this statement with other disclosure in the risk factor that "they
will not be personally liable to pay debts and obligations to
prospective target businesses if a business combination in not
consummated with such prospective target businesses, or for claims
from any other entity other than vendors covered by our agreement
with Mr. Simanson and Mr. Zalman."  It is unclear from the
agreement
which claims from vendors or service providers Messrs. Simanson
and
Zalman would be personally liable and, thus, the disclosure in the
risk factor is confusing that Messrs. Simanson and Zalman will
ensure
that the proceeds in the trust fund are not reduced by claims of
various vendors or service providers.  Please revise accordingly.

Management, page 50
6. We note your response to our prior comment 5 that "[a]s
disclosed
in Mr. Walz`s biographical information on page 51, Mr. Walz left
the
employ of ABN AMBRO in January 2006."  We were unable to find this
disclosure in the prospectus.  Please revise the management
section
to include the dates of employment.

Note 3, Proposed Public Offering, page F-9
7. Refer to comment 7 of our previous letter.  Your disclosure on
page F-10 refers to the "average volatility of such index."
Please
clarify whether the estimated volatility of 24% was calculated
from
the average volatilities of the similar public companies as
discussed
in paragraph A22 of SFAS 123R, or whether the sum of the stock
prices
of the representative companies was used to create an index to
calculate volatility.  Also, explain why you used the "latest
fiscal
year`s volatility" rather than calculating volatility for the
representative companies using the five-year period through the
balance sheet date or other date, to the extent of the companies`
operating histories.  Please tell us the reasons that companies
with
market capitalizations up to $250 million are believed to be
representative and explain why you believe weighting your
calculation
in favor of the larger companies provides a better estimate of
your
expected volatility than a simple average.  Also, tell us whether
you
calculated volatility using daily historical prices or some other
interval.  Please provide us with a schedule listing each
representative company, their market capitalization, their
volatility, and the term and interval of the volatility.  Please
expand the discussion of the option in MD&A to disclose your basis
for the estimate of expected volatility.

      * * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Maureen Bauer at (202) 551-3237 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Thomas
Kluck at (202) 551-3233 or Mike Karney, who supervised the review
of
your filing, at (202) 551-3847 with any other questions.

      Sincerely,



      John Reynolds
      Assistant Director


cc:	Kathleen Cerveny, Esq.
	Fax: (202) 452-0930
Gary Simanson
Community Bankers Acquisition Corp.
May 9, 2006
Page 1