Mail Stop 3561

								May 26, 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. 8 to Registration Statement on
Form S-1
		Filed May 23, 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 disclosure throughout your registration statement
that
the initial liquidation price for shareholders will be $7.52 per
share of common stock, or 94% of the IPO price.  Please expand and
clarify why you believe it is appropriate to disclose such amount
in
light of the lack of assurance that officers will be able to
satisfy
their indemnification obligations, as is also disclosed.




2. Please disclose all steps the company has taken to confirm that
officers have funds sufficient to satisfy their obligations with
respect to ensuring the trust account is not depleted.

Summary

3. We note the disclosure on page 6 and elsewhere that the company
will proceed with a business combination "only if holders of a
majority of the shares of common stock sold in this offering voted
at
the meeting to approve the business combination vote in favor of
the
business combination and stockholders owning less than 20% of the
shares sold in this offering both vote against the business
combination and exercise their conversion rights."  In the case
where
stockholders vote against the business combination and exercise
their
conversion rights, please clearly disclose whether such
stockholders
would be able to convert their shares if either a majority vote
against the business combination or more than 20% of the shares
sold
in the offering vote against the business combination and exercise
their conversion rights resulting in the failure of the business
combination.

4. We note the statement on page 8 that "[w]e will only pay the
costs
of our liquidation and dissolution from our remaining assets
outside
of the trust fund."  Please disclose how the company would fund
the
dissolution if there are insufficient funds outside of the trust
fund
to pay the dissolution costs at the time of dissolution.  It may
be
helpful to include a discussion how the company would pay for
other
liabilities at the time of dissolution if there are in sufficient
funds outside of the trust.  Please revise the use of proceeds
section accordingly.

Proposed Business, page 36

Liquidation if no business combination, page 41

5. Please describe in more detail the procedures in dissolving the
company pursuant to Section 281(b) of the Delaware General
Corporation Law.

Financial Statements

Note 1 - Organization, Business Operations, page F-7

6. Please disclose your fiscal year-end.





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 "volatility calculation using the monthly
weighted average of the daily closing prices for the five year
period
ended April 30, 2006."  Please tell us how the monthly weighted
average calculation was done.

8. Please explain why you believe the "monthly weighted average of
the daily closing prices" is more appropriate than using
volatilities
calculated using the daily historical stock closing prices for
each
representative constituent for the five year period through the
balance sheet date or other date to the extent of the companies`
operating histories.  Refer to paragraph A22 of SFAS 123R.

9. Please clarify the term and interval of the volatility in the
schedule listing the representative companies.

      * * * * *

      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 26, 2006
Page 1