8-K

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 5, 2004

Commonwealth Bankshares, Inc.

(Exact name of small business issuer in its charter)

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

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

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

Item 9. Regulation FD Disclosure

On May 5, 2004, Commonwealth Bankshares, Inc. issued a press release announcing a dividend payable during the second quarter of 2004. This information is being furnished pursuant to Item 12, “Results of Operations and Financial Condition,” of Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

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 thereunto duly authorized.

	Commonwealth Bankshares, Inc.
Date:    May 5, 2004	By:	/s/ Cynthia A. Sabol
	Name:	Cynthia A. Sabol
	Title:	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated May 5, 2004.

EX-99.1

Exhibit 99.1

NEWS STORY FOR COMMONWEALTH BANKSHARES, INC.

May 5, 2004

Commonwealth Bankshares, Inc., Norfolk, VA, Announces Quarterly Cash Dividend

Commonwealth Bankshares, Inc., Norfolk, VA (NASDAQ: CWBS) — At their April board meeting, the directors of Commonwealth Bankshares, Inc. declared a quarterly cash dividend in the amount of $0.05 per share on its common stock, payable May 28, 2004, to shareholders of record as of May 24, 2004. This is the second quarterly dividend declared in 2004 for a total year to date dividend of $0.10, a 25% increase over the $0.08 total dividend declared during the first two quarters of 2003.

Management has increased its dividends paid out to its shareholders in order to share in the Company’s record earnings. The Company’s net income for 2003 reached a record $2.5 million or a 51.9% increase from the $1.7 million reported for the year ended 2002. In 2003, total dividends paid out to its shareholders equaled $0.16 per share up 52.4% from $0.105 per share paid in 2002.

Commonwealth Bankshares, Inc. offers its shareholders the convenience of a Dividend Reinvestment and Stock Purchase Plan and the direct deposit of cash dividends, without payment of any brokerage commission, fee or service charge.

Holders of stock may have their quarterly dividends automatically reinvested in additional shares of the Company’s common stock by utilizing the Dividend Reinvestment Plan. Shares of common stock purchased through the Dividend Reinvestment Plan with reinvested dividends will be 95% of the market price.

Shareholders participating in the Stock Purchase Plan may also make voluntary cash contributions not to exceed $20,000 per quarter. These shares are issued at market value, without incurring brokerage commissions. In addition, shareholders also have the option of having their cash dividends deposited directly into an account with Bank of the Commonwealth.

Shareholders may receive information on the Dividend Reinvestment and Stock Purchase Plan or direct deposit of cash dividends by contacting the Stock Transfer Department at Bank of the Commonwealth, P.O. Box 1177, Norfolk, VA 23501-1177.

Commonwealth Bankshares, Inc. is the parent company of Bank of the Commonwealth, a full-service community bank headquartered in Norfolk, VA with nine branches and 17 ATM’s serving the Hampton Roads Community of Virginia. Additional information about the Company can be found on the Web at www.bankofthecommonwealth.com.

05/05/2004

Contact: E.J. Woodard, Jr., CLBB, Chairman Of The Board, President, and Chief Executive Officer, P.O. Box 1177, Norfolk, Virginia 23501-1177, Phone: (757) 446-6904, or ewoodard@bocmail.net/ Web Site: http://bankofthecommonwealth.com/