Mail Stop 3561

								May 1, 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. 6 to Registration Statement on
Form S-1
		Filed April 21, 2005
      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.

Use of Proceeds, page 21

1. Please substantially revise the use of proceeds table to
include a
section that details all of the expenses and the amounts of each
expense related to the identification and structuring of a
business
combination, such as legal and accounting, payment for
administrative
fee, due diligence and working capital.  Also include a line item
that discloses the total amount of theses expenses.  Disclosure
that
details how these expenses will be funded could be included in the
heading, footnotes and/or subsequent disclosure to the table.
2. Add a risk factor highlighting the issues with respect to the
certain requirements and restrictions contained in the company`s
certificate of incorporation, including but not limited to the
ability of the company to revoke such provisions and the legal
consequences of such an action.

Liquidation if No Business Combination, page 34

3. We note the following disclosure contained on page 35:  "Under
the
Delaware General Corporation Law, stockholders may be held liable
for
claims by third parties against a corporation to the extent of
distributions received by them in a dissolution.  If the
corporation
complies with certain statutory procedures, a stockholder`s
liability
with respect to a liquidating distribution is limited to the
lesser
of such stockholder`s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the
stockholder
would be barred after the third anniversary of the dissolution.
However, we intend to make liquidating distributions as soon as
reasonably practical after dissolution and, therefore, do not
intend
to comply with these procedures.  As such, our stockholders could
potentially be held liable for any claims by third parties to the
extent of any distribution received by them in a dissolution and
any
liability of our stockholders may extend beyond the third
anniversary
of our dissolution."

Please clarify to disclose the "certain statutory procedures"
involved and the basis for your determination not to comply with
such
procedures.  Additionally, please advise the Staff of the specific
provision(s) of the Delaware General Corporation Law at issue and
supplementally provide the Staff with copies thereof.  We may have
further comment.

Comparison to Offerings of Blank Check Companies, page 39

4. In the table, please include a discussion that compares the
terms
of the offering with the terms under Rule 419 with respect to the
shareholders` right to receive interest earned from the funds held
in
trust.  Rule 419(b)(2)(iii) provides that, "Deposited proceeds and
interest or dividends thereon, if any, shall be held for the sole
benefit of the purchasers of the securities."  It appears that the
shareholders` right to the interest income from the trust is a
separate issue from "Release of trust funds."  Please revise
accordingly.  In addition, the company may want to consider adding
a
risk factor regarding the stockholders` limited right to receive
interest earned from the funds held in trust in comparison to the
requirements under Rule 419.


Prior Involvement of principals in Blank Check Companies, page 54

5. As applicable, add a reference to the relationship of Mr. Keith
Walz with ABN AMBRO (or an affiliated entity thereof), which has
announced it agreement to enter into an asset purchase agreement
with
Highbury Financial.

Financial Statements, page F-1

6. Specific incremental costs directly attributable to the
offering
may properly be deferred and charged against the gross proceeds.
However, other costs, including general and administrative
expenses,
organization costs and costs of start-up activities should be
expensed as incurred.  See SAB Topic 5A and SOP 98-5.  Please
explain
to us why the company has no expenses from inception to March 31,
2006.

Note 3, Proposed Public Offering, page F-9

7. Note 3 on page F-10 discloses that your volatility assumption
of
approximately 24% "is based on the five year weighted average of
the
latest fiscal year`s volatility of a representative sample of ten
institutions with market capitalizations under $250 million."
Please
explain what is meant by "based on" in this context.  Also, tell
us
why you believe a weighted average calculation is more appropriate
than a simple average.  Explain what is meant by a "five year
weighted average of the latest fiscal year`s volatility," and why
you
did not use the volatility of each of the underlying companies for
a
five year period, or such shorter period the companies were in
existence.  Explain the reasons that companies with market
capitalizations up to $250 million are believed to be
representative.
Note guidance in paragraph A22 of SFAS 123R.



      * * * * *

      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 1, 2006
Page 1