EXHIBIT 4.1





                           COMMUNITY BANCSHARES, INC.

                                       AND

                              THE BANK OF NEW YORK,
                                 AS RIGHTS AGENT


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                                 AMENDMENT NO. 1

                                     TO THE

                             RIGHTS AGENT AGREEMENT


                          DATED AS OF DECEMBER 15, 2003


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        THIS AMENDMENT NO. 1 (this "Amendment") to the Rights Agent Agreement,
dated as of January 13, 1999 (the "Rights Agent Agreement"), is dated as of
December 15, 2003, and is by and between Community Bancshares, Inc., a Delaware
corporation (the "Company"), and The Bank of New York, as rights agent (the
"Rights Agent," and together with the Company, the "Parties"). Capitalized terms
used and not otherwise defined herein shall have the meanings ascribed to them
in the Rights Agent Agreement.

        WHEREAS, the Company, pursuant to Section 27 of the Rights Agent
Agreement, deems it necessary and desirable to amend the Rights Agent Agreement
to change the Final Expiration Date to December 15, 2003; and

        WHEREAS, the Company has authorized and approved the amendment to the
Rights Agent Agreement set forth herein;

        NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound hereby, hereto agree as follows:

SECTION 1.     AMENDMENT TO THE RIGHTS AGENT AGREEMENT

        Section 7(a) of the Rights Agent Agreement is amended in its entirety to
read as follows:

        "(a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein), in whole or in
part, at any time after the Distribution Date, upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side thereof
duly executed, to the Rights Agent at the principal office of the Rights Agent,
together with payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior to the
earliest of (i) the Close of Business on December 15, 2003 (the "Final
Expiration Date"), (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the "Redemption Date"), or (iii) the time at which such
Rights are exchanged as provided in Section 24 hereof."

SECTION 2.     REPRESENTATIONS AND WARRANTIES

        The Company hereby represents and warrants that:

           (i)  The execution, delivery and performance of this Amendment are
                within its corporate powers, have been duly authorized by all
                necessary corporate action and do not require any consent or
                approval which has not been obtained.

           (ii) This Amendment is the legal, valid and binding obligation of the
                Company, enforceable in accordance with its terms, except as
                enforcement may be limited by bankruptcy, insolvency,
                reorganization, moratorium or similar laws affecting creditors'
                rights generally or by general equitable principles.



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SECTION 3.     MISCELLANEOUS

        (a)    Date of Effectiveness.

        This Amendment shall become effective as of its date.


        (b)    Applicability of the Rights Agent Agreement.

        In all respects not inconsistent with the terms and provisions of this
Amendment, the provisions of the Rights Agent Agreement shall remain in full
force and effect.

        (c)    Headings

        The captions in this Amendment are for convenience of reference only and
shall not define or limit the provisions hereof.

        (d)    Counterparts

        This Amendment may be executed in counterparts by facsimile or
otherwise, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one and the same instrument.

        (e)    Governing Law

        THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF ALABAMA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                            [Signatures on Next Page]




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        IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly
executed and delivered as of the date first above written.

                                  COMMUNITY BANCSHARES, INC.


                                  By:  /s/ Patrick M. Frawley
                                     ---------------------------------
                                      Name:    Patrick M. Frawley
                                      Title:   Chairman, Chief Executive Officer
                                               and President



                                  THE BANK OF NEW YORK,
                                  as Rights Agent


                                  By:  /s/ John I. Sivertsen
                                     ---------------------------------
                                      Name:    John I. Sivertsen
                                      Title:   Vice President