Mail Stop 3561

								August 22, 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
		Amendment No. 2 filed August 1, 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.  Please note that the page numbers
referred to below refer to the numbering of the non-EDGAR marked
copy.

General

1. Please explain the basis for your disclosure that the
securities
will be listed on the American Stock Exchange.  Please explain how
the company will satisfy each criterion for at least one of the
listing standards on the exchange.  Please include a discussion of
all of the quantitative standards, e.g., number of public
shareholders.  We may have further comment.

2. We note your response to our previous comment number six
addressing the issues arising under Regulation M with respect to
the
warrant purchase obligations of Messrs. Simanson and Zalman.
Please
address the applicability of the provisions of Rule 10b5-1 to the
issues raised under Regulation M by such purchases.

Use of Proceeds, page 17

3. We note your response to our previous comment ten and we
reissue
the comment.  Please discuss all possible uses of the proceeds
held
in trust if such funds are released to the company.  Please
include
any finder`s fees and expenses that are in addition to those
expenses
to be paid from the net proceeds not held in trust.  Please
reconcile
this disclosure with the disclosure in the last paragraph on page
22
in the MD&A section.

4. We note your response to our previous comment 11 and reissue in
part our previous comment.  In the use of proceeds table, use of
net
proceeds not held in trust, we note the line item of $250,000 for
"[l]egal, accounting, and other expenses attendant to the due
diligence investigations, structuring and negotiations of a
business
combination."  Please explain these expenses in more detail.  We
also
note another line item of $200,000 allocated to due diligence and
the
disclosure on page 18 that a portion of working capital will be
used
to pay officers, directors and stockholders for due diligence.
Please explain why there are separate amounts for due diligence.
Please explain which line item of due diligence will be used to
pay
existing stockholders for their performance of due diligence.
Please
reconcile theses expenses with the disclosure in the last
paragraph
on page 22 in the MD&A section.

Proposed Business, page 23

Effecting a Business Combination, page 24

5. On the bottom of page 25, we note the disclosure that "we may
engage these firms in the future, in which event we may pay a
finder`s fee or other compensation."  Please describe in more
detail
the finder`s fee and other consideration that may be paid.

Certain Transactions, page 49

6. We note the disclosure in regards to the issuance of common
stock
prior to the date of the prospectus.  Please include the dates in
which the stock was sold to the individuals.  We may have further
comment.

Financial Statements

Note 3, Proposed Public Offering, page F-9

7. Please expand Note 3 to disclose the significant terms of the
underwriter`s purchase option, including the material terms
discussed
on page 56 of the text, as well as any net settlement provisions.
Disclose how you intend to account for the underwriter`s purchase
option and include the estimated fair value of the UPO and the
major
assumptions used to value it.  In regards to these assumptions, we
believe that a volatility assumption should be used that is in
accordance with the principle outlined in paragraph 23 of FAS
123R,
and that the use of a minimum value method would not be
appropriate.
Clarify whether the option will be issued only after the
registration
statement is effective.  If the option will be issued regardless
of
the status of the registration statement, explain when it will be
issued.  Lastly, please tell us exactly how you would propose to
record the initial issuance of the UPO, in conjunction with the
sale
of the stock and warrants in the initial public offering. As
applicable, please expand MD&A to discuss the transaction and the
likely future effect on your financial condition and results of
operations.

Part II

Item 15. Recent Sale of Unregistered Securities, page II-4

8. Please include the dates in which the securities were sold to
the
individuals and state briefly the facts relied upon to make the
exemption available e.g., no general solicitation, sophistication
and
access to information.  We note that the transactions with Eugene
S.
Putnam and David W. Spainhour were not listed in the initial
filing.
Please explain.  See Item 701 of Regulation S-K.

Exhibits

9. We note that the company has generally filed form agreements as
exhibits.  Please file where possible executed copies of the
agreements as exhibits.

* * * * *

      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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      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
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Mr. Gary A. Simanson
Community Bankers Acquisition Corp.
August 22, 2005
Page 1