SecProbe.io

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Mail Stop 3561

								June 2, 2005

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

      Re:	Community Bankers Acquisition Corp.
		Registration Statement on Form S-1
		Filed April 22, 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.

General

1. Have you identified or been provided with the identity of, or
had
any direct or indirect contact with potential acquisition
candidates?
Currently, you merely disclose that you have not "selected" a
target
business for combination.  If management, the directors, or any
affiliate, agent or other representative of any of the company,
the
directors, or management has already taken direct or indirect
measures to locate a target business, or unaffiliated sources have
approached you with possible candidates, you must disclose this
information or advise us.  We may have further comment.
2. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and in fact intend to make
purchases of shares in both the offering and in the open market
subsequent to the offering; (ii) there appears to be a
disincentive
for public stockholders to exercise their conversion rights due to
the fact that the amount available to such stockholders
(approximately $7.20 per share) is virtually certain to be less
than
the purchase price paid for the unit in the offering ($8.00); and
(iii) there does not appear to be a corresponding disincentive for
existing stockholders to exercise their conversion rights since
the
average price of their existing shares was $.025 per share and
thus
even after paying the offering price and/or market price for the
other shares acquired after the date of the prospectus, the
effective
cost to the existing stockholders of their shares will be less
that
the conversion price of approximately $7.20 per share.  Similar
disclosure should be provided, as applicable, with respect to the
shares held by the Underwriters.  We may have further comment.

3. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid to the existing stockholders and/or officers and directors in
this offering.  We may have further comment.

4. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney for any of
the
above have been involved; the Securities Act Form the companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.  We may have further comment.

5. Prior to the effectiveness of the company`s registration
statement, the staff requests that we be provided with a copy of
the
letter or call from the NASD that the NASD has no additional
concerns.

6. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.

7. We note that the registration statement covers "such
indeterminable additional securities as may be issued as result of
the anti-dilution provisions contained in the Redeemable
Warrants."
Please revise the disclosure to state that the indeterminate
number
of additional shares of common stock shall be issuable "pursuant
to
Rule 416 to prevent dilution resulting from stock splits, stock
dividends or similar transactions."

Cover page of Prospectus

8. Please revise the second paragraph to indicate the offering
price
per unit.

9. Revise your disclosure referencing your intent to have the
company`s securities listed on the OTC Bulletin Board to clarify
that
there is no assurance that such securities will be listed for
trading
on the OTC Bulletin Board.

10. We note your disclosure here and elsewhere that the components
of
your units will begin trading separately 90 days after the
effectiveness of this registration statement "unless the
representative of the underwriter determines that an earlier date
is
acceptable."  Please revise to elaborate on the noted disclosure
in
an appropriate place in the prospectus.  Discuss the factors that
the
underwriter will consider in making the determination to allow
earlier separate trading.  If the underwriter decides to allow
separate trading before the end of 90 days, discuss how investors
will become aware of the acceleration.

Table of Contents

11. Please move the paragraph immediately following the table of
contents to an appropriate section following the risk factors
section.

12. In light of the Rule 415 undertakings in Part II of the
registration statement, please revise or remove the statement
"[y]ou
should not assume that the information in this prospectus is
accurate
as of any date other than the date on the front of this
prospectus."
Additionally, revise the statement on the back cover page "the
delivery of this prospectus will not, under any circumstances
create
any implication that the information is correct as of any time
subsequent to the date of this prospectus."

Prospectus Summary, page 1

13. We note that parts of the summary section and the business
section appear promotional, rather than factual, and should be
revised to remove all promotional statements.  No speculative
information should be included, unless clearly labeled as the
opinion
of management of the company along with disclosure of the
reasonable
basis for such opinions or beliefs.  For example we note the
statements "[m]embers of our management team and board of
directors
have significant management experience in operating banks,
negotiating and consummating mergers and acquisition transactions
as
well as implementing and integrating such transaction with
existing
bank operations.  We intend to leverage the experience of our
management team and our capital to create value for our
shareholders."  Please provide reasonable support for the
promotional
statements in the prospectus.  If a reasonable basis cannot be
provided, the statements should be removed.

14. Please note, in the discussion of the offering on page 2 or in
another appropriate place, whether the company plans to amend its
8-K
filing to provide an audited balance sheet to reflect the exercise
of
the over-allotment option if such exercise does not take place
prior
to the filing of the 8-K to reflect the consummation of the
offering.

15. Supplementally advise us why you appear to have a Virginia
address and a Washington DC phone number.

16. Disclose, here or elsewhere as appropriate, the rationale for
requiring the stock to trade at $11.50 per share or more in order
for
the redemption rights to apply.

17. Provide, here or elsewhere in the prospectus as appropriate, a
definition for the term "public stockholder" as used by the
company
with respect to this offering.  In this context, please discuss in
particular whether this term would include the "existing
stockholders" of the company and/or their affiliates, in the case
of
shares held by such persons that are acquired in the offering,
pursuant to open market purchases of units, common stock or
warrants,
or from the exercise of warrants held by such persons.

18. We note your statement here and throughout the prospectus that
you will not proceed with a business combination if shareholders
owning 20% or more of the shares sold in this offering vote
against
the business combination and exercise their conversion rights.
Please revise to clarify that this is a two step process (first,
they
would have to vote against the combination, and second, they have
to
exercise their conversion rights) and that voting against the
combination alone will not result in a pro rata distribution of
the
trust fund.

19. We note your statement that "in certain business combinations,
the amount of our cash contribution in the target business may
exceed
the fair market value of the target business (not including our
cash
contribution) prior to the consummation of the business
combination."
We do not understand your statement.  Please revise.

20. Briefly detail, here or elsewhere in the prospectus as
appropriate, the "certain limited exceptions" to the requirement
that
all existing stockholders` shares shall not be transferable during
the escrow period and cannot be released from escrow for three
years
from the date of the prospectus.

21. We note that purchasers of your units will receive one share
of
common stock and one warrant, allowing them to purchase shares
(following a business combination) at the price of $6.00 per
share.
We also note that in order to convert and receive a portion of the
funds held in trust, only the shares are required to be returned.
Please revise to clarify if the warrants remain outstanding
following
an election to receive funds in the trust.  This appears to create
an
opportunity for individuals to purchase units, remit the shares
allowing them to receive a portion of the trust, and benefit from
the
subsequent sale of the warrants they retain.

22. We note that the company will received proceeds of $55,500,000
after underwriters discounts and commissions and that $54,000,000
will be deposited into a trust account.   We note your statement
that
approximately $1,100,000 of the net proceeds will not be held in
the
trust fund.  It appears to us that approximately $1,500,000 of the
proceeds will not be held in the trust fund.  Please revise as
appropriate.

23. Please revise to indicate the approximate dollar amount
converted
if 19.99% of the 7,500,000 shares are converted under the
conversion
rights.

Risk Factors, page 6

24. Please revise your risk factor subheadings to concisely state
the
specific material risk each risk factor presents to your company
or
investors and the consequences should that risk factor occur.  For
example, the subheading for the second factor merely reads "Our
management has broad discretion with respect to the identification
and selection of a prospective target."  Similarly, the subheading
for the third risk factor reads "We must receive regulatory
approvals
before we can consummate a business combination involving a bank
or
bank holding company."  Finally, we note the subheading "You will
not
be entitled to protections normally afforded to investors of
certain
blank check companies."  These examples are illustrative.  Avoid
simply referring to a fact about your company or a future event in
your subheadings.  Please revise your subheadings so that they
adequately describe the specific risk that results from the stated
fact.

25. In risk factor three, please describe in more detail the
regulatory approval required in order to consummate the business
combination.

26. We note your cross-reference to the section "Effecting a
business
combination - Liquidation if no business combination" in your
fourth
risk factor.  Revise the registration statement to delete the use
of
cross-references from the forepart of the prospectus except for
the
cross-reference to the risk factors on the cover page.

27. In risk factor six, we note your disclosure that you "will
seek
to have all" third parties execute agreements to waive any right,
title, interest or claim to offering proceeds held in trusts.  In
your business section, please revise to elaborate on the factors
you
would consider when deciding to engage a third party that refuses
to
execute any of the noted agreements.

28. Please explain the disclosure in the tenth risk factor that
"it
is possible that some of or key personnel will remain associated
in
various capacities with the target business following a business
combination."  Please provide detailed disclosure in the business
section regarding this matter.  State whether this may be a term
of
the business combination agreement.  We may have further comment.

29. Revise risk factor thirteen to indicate the amount of stock
that
the officers and directors own in the company.

30. We note that Messrs. Zalman and Simanson have agreed to
purchase
warrants in the open market following the offering.  Clarify
whether
they are obligated to purchase any specific amount of warrants
following the offering.  Supplementally, advise us why the
underwriters have required them to purchase warrants following the
offering.

31. In risk factor 15, we note that the company states that "[o]ur
initial business combination may involve the simultaneous
acquisition
of more than one target business."  The company also states in the
Use of Proceeds section that "[a]ny amounts not paid as
consideration
to the sellers of the target business may be used to finance
operations of the target business or to effect other
acquisitions."
Please reconcile these statements with the disclosure in the MD&A
section that states "[t]o the extent that our capital stock is
used
in whole or in part as consideration to effect a business
combination, the proceeds held in the trust fund as well as any
other
net proceeds not expended will be used to finance the operations
of
the target business."  It would appear that to the extent that the
company uses stock/cash or a combination of the two, any net
proceeds
would be used to finance the operations of the target business.
Please revise the registration statement accordingly.

32. In risk factor 28, please describe in more detail the
regulatory
restrictions on the payment of cash dividends.

33. Some of your risk factors are too broad and generic and should
be
revised to state the material risk that is specific to Community
Bankers Acquisition Corporation.  As a general rule, a risk factor
is
probably too generic if it is readily transferable to other
offering
documents or describes circumstances or factual situations that
are
equally applicable to other similarly situated businesses.   The
following risk factors should be revised, deleted or moved to
another
section of the prospectus as appropriate:
* "Our board of directors is staggered and will probably remain in
control of our company until at least the consummation of a
business
combination" and
* "We intend to have our securities quote