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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) February 2, 2006

                          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 February 2, 2006, Commonwealth Bankshares, Inc. issued a press
release announcing 114% increase in earnings for the year ended December 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.

(d) Exhibits.

           99.1   Press Release, dated February 2, 2006, entitled "Commonwealth
                  Bankshares, Inc., Norfolk, VA, Announces 114% Increase in
                  Earnings for the Year Ended December 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:   February 2, 2006                     By:    /s/ Cynthia A. Sabol, CPA
                                                    ----------------------------
                                             Name:  Cynthia A. Sabol, CPA
                                             Title: Executive Vice President and
                                                    Chief Financial Officer