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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported) May 4, 2005

                          Commonwealth Bankshares, Inc.
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             (Exact name of registrant as specified in its charter)

               Virginia                 01-17377           54-1460991
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     (State or other jurisdiction     (Commission        (I.R.S. Employer
          of incorporation)           File Number)     Identification No.)

                    403 Boush Street, Norfolk, Virginia 23510
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               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (757) 446-6900


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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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SECTION 2 - FINANCIAL INFORMATION

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        On May 4, 2005, Commonwealth Bankshares, Inc. issued a press release
announcing record earnings for the quarter ended March 31, 2005. A copy of the
Company's press release is attached as Exhibit 99.1 hereto and is herby
incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

               99.1    Press Release, dated May 4, 2005, entitled "Commonwealth
                       Bankshares, Inc., Norfolk, VA, Announces Record Earnings
                       for the Quarter Ended March 31, 2005."



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                             Commonwealth Bankshares, Inc.

Date:   May 4, 2005                          By:    /s/ Cynthia A. Sabol, CPA
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                                             Name:  Cynthia A. Sabol, CPA
                                             Title: Executive Vice President and
                                                    Chief Financial Officer