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) November 10, 2004

                          Commonwealth Bankshares, Inc.
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              (Exact name of small business issuer 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))



Section 2 - Financial Information

Item 2.02  Results of Operations and Financial Condition.

      On November 10, 2004, Commonwealth Bankshares, Inc. issued a press release
announcing record earnings for the third quarter of 2004. A copy of the
Company's press release is attached as Exhibit 99.1 hereto and is herby
incorporated herein by reference.

Section 8 - Other Events

Item  8.01 Other Events.

      On November 9, 2004, Commonwealth Bankshares, Inc. issued a press release
announcing the declaration of a quarterly dividend payable November 30, 2004 to
shareholders of record as of November 22, 2004. A copy of the Company's press
release is attached as Exhibit 99.2 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 November 10, 2004, entitled "Commonwealth
            Bankshares, Inc., Norfolk, VA, Announces Record Third Quarter
            Earnings."

      99.2  Press Release, dated November 9, 2004, entitled "Commonwealth
            Bankshares, Inc., Norfolk, VA, Announces Quarterly Cash Dividend."



                                   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: November 10, 2004                      By: /s/ Cynthia A. Sabol, CPA
                                                 -------------------------------
                                             Name: Cynthia A. Sabol, CPA
                                             Title: Executive Vice President and
                                                    Chief Financial Officer