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) August 2, 2005

                          Commonwealth Bankshares, Inc.
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             (Exact name of registrant as specified 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))

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SECTION 8 - OTHER EVENTS

Item 8.01 Other Events.

         On August 2, 2005, Commonwealth Bankshares, Inc. issued a press release
announcing the declaration of a quarterly dividend payable August 31, 2005 to
shareholders of record as of August 22, 2005. A copy of the Company's press
release is attached as Exhibit 99.1 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 August 2, 2005, 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: August 2, 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

  COMMONWEALTH BANKSHARES, INC., NORFOLK, VA, ANNOUNCES QUARTERLY CASH DIVIDEND

    NORFOLK, Va., Aug. 2 /PRNewswire-FirstCall/ -- The directors of Commonwealth
Bankshares, Inc. (Nasdaq: CWBS) declared a quarterly cash dividend in the amount
of $0.05 per share on its common stock, payable August 31, 2005, to shareholders
of record as of August 22, 2005. This is the third quarterly dividend declared
in 2005, for a total year to date dividend of $0.15, consistent with the $0.15
total dividend declared during the first three quarters of 2004.

    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.

    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 eight bank branches strategically located throughout the
Hampton Roads region with three new offices scheduled to open by November 2005,
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 its subsidiary Executive Title Center, and
mortgage funding services through its subsidiary, Community Home Mortgage of
Virginia, Inc. Additional information about the company, its products and
services, can be found on the Web at http://www.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.

CONTACT:  E.J. Woodard, Jr., CLBB, Chairman of The Board, President, and
Chief Executive Officer of Commonwealth Bankshares, Inc., +1-757-446-6904 or
ewoodard@bocmail.net/
Web site:  http://www.bankofthecommonwealth.com/