8-K

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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) June 28, 2005

                          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


         --------------------------------------------------------------
         (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 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities.

        On June 27, 2005, Commonwealth Bankshares, Inc. (the "Company"),
completed a $19.34 million private placement of its common stock. Pursuant to
the terms of the Private Placement Memorandum, dated May 16, 2005, the Company
sold 967,009 shares of its common stock at a price of $20.00 per share.

        Anderson & Strudwick, Inc. acted as the Company's exclusive placement
agent for this transaction. The aggregate placement agent fee was 4.1% of the
offerings gross proceeds, which amounted to $793,589.

        The Company plans to use the net proceeds from the offering for general
corporate purposes, including the support of future asset growth and the
increase in lending limits of its bank subsidiary, Bank of the Commonwealth.

        The offering was made only to accredited investors, as such term is
defined in accordance with the Securities Act of 1933, as amended. The shares of
common stock issued to the investors have not been registered under the
Securities Act of 1933 or any state securities laws. The Company relied on the
exemption from the registration requirements of the Securities Act of 1933 by
virtue of Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder.

SECTION 8 - OTHER EVENTS

Item 8.01 Other Events.

        The press release announcing the private placement is attached as
Exhibit 99.1 and incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

        99.1   Press Release, dated June 28, 2005, entitled "Commonwealth
               Bankshares, Inc., Norfolk, VA, Raises $19.34 Million in Private
               Placement."



                                   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: June 28, 2005                     By:    /s/ Cynthia A. Sabol, CPA
                                               ---------------------------------
                                        Name:  Cynthia A. Sabol, CPA
                                        Title: Executive Vice President and
                                               Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

                     NEWS STORY FOR COMMONWEALTH BANKSHARES

                                  June 28, 2005

      COMMONWEALTH BANKSHARES, INC., NORFOLK, VA, RAISES $19.34 MILLION IN
                                PRIVATE PLACEMENT

Commonwealth Bankshares, Inc., Norfolk, VA (NASDAQ: CWBS) announced today that
it has successfully raised $19.34 million in additional capital.

On June 27, 2005, Commonwealth Bankshares, Inc. (the "Company") completed the
private placement of 967,009 shares of newly issued Company common stock at a
price of $20.00. Anderson & Strudwick, Inc. served as the Company's exclusive
placement agent for the private placement.

"We deeply appreciate the strong support and confidence our new and existing
shareholders have expressed in Commonwealth Bankshares through their
participation in this offering," said Edward J. Woodard, Jr., CLBB, President
and Chief Executive Officer of Commonwealth Bankshares, Inc. "The loyalty and
continued support of our shareholders and customers has provided the foundation
for our growth and success. We look forward to continuing to execute on a
strategy we believe will enhance the long-term growth of the company and value
for our stockholders."

The shares of common stock sold in the private placement have not been
registered under the Securities Act of 1933, or any state securities laws and
may not be offered or sold without registration with the Securities and Exchange
Commission or an applicable exemption from such registration. The shares were
offered and sold only to accredited investors as defined in the Securities Act
of 1933. This news release is not an offer to sell or the solicitation of an
offer to buy the shares of common stock of Commonwealth Bankshares.

About Commonwealth Bankshares

Commonwealth Bankshares, Inc. is the parent of Bank of the Commonwealth which
opened its first office in Norfolk, Virginia, in 1971, creating a community bank
that was attuned to local issues and could respond to the needs of local
citizens and businesses. Over the last three decades, the Company's growth has
mirrored that of the communities it serves. Today, Bank of the Commonwealth has
nine bank branches strategically located throughout the Hampton Roads region and
an extensive ATM network for added convenience. The Company continues to grow
and develop new services, such as Online Banking and a Corporate Cash Management
program and at the same time, maintain the longstanding commitment to personal
service. Our slogan conveys our true corporate philosophy: "When you bank with
us, you bank with your neighbors." Bank of the Commonwealth offers insurance
services through its subsidiary BOC Insurance Agencies of Hampton Roads, Inc.,
title services through BOC Title of Hampton Roads, Inc., trading as Executive
Title Center and mortgage funding services through one of its newest
subsidiaries, Community Home Mortgage of Virginia, Inc. Additional information
about the company, its products and services, can be found on the Web at
www.bankofthecommonwealth.com.

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

This press release contains forward-looking statements. Words such as
"anticipates," " believes," "estimates," "expects," "intends," "should," "will,"
variations of such words and similar expressions are intended to identify
forward-looking statements. These statements reflect management's current
beliefs as to the expected outcomes of future events and are not guarantees of
future performance. These statements involve certain risks, uncertainties and
assumptions that are difficult to predict with regard to timing, extent,
likelihood and degree of occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed or forecasted in such
forward-looking statements. Factors that could cause a difference include, among
others: changes in the national and local economies or market conditions;
changes in interest rates, deposit flows, loan demand and asset quality,
including real estate and other collateral values; changes in banking
regulations and accounting principals, policies or guidelines; and the impact of
competition from traditional or new sources. These and other factors that may
emerge could cause decisions and actual results to differ materially from
current expectations. Commonwealth Bankshares, Inc. undertakes no obligation to
revise, update, or clarify forward-looking statements to reflect events or
conditions after the date of this release.