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) April 4, 2005

                            FIRST SOUTH BANCORP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            VIRGINIA                       0-22219             56-1999749
            --------                       -------             ----------
(State or other jurisdiction of          (Commission          (IRS Employer
 incorporation or organization)         File Number)       Identification No.)


1311 Carolina Avenue, Washington, North Carolina                      27889
-------------------------------------------------                     -----
(Address of principal executive offices)                           (Zip Code)

                                 (252) 946-4178
                                 ---------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 ---------------
          (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))
--------------------------------------------------------------------------------

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      Effective April 4, 2005 (the "Effective Date"), First South Bancorp,  Inc.
(the   "Company")   and  First   South  Bank  (the   "Bank")   entered   into  a
Change-in-Control  Protective Agreement (the "Protective  Agreement") with Larry
W. Mallard (the  "Executive") in connection with his appointment as an executive
officer.

      The  Protective  Agreement  will terminate on the earlier of (a) 12 months
following the Effective  Date or (b) the date on which the Executive  terminates
employment  with  the  Bank,  provided  that his  rights  under  the  Protective
Agreements will continue  following  termination of employment if the Protective
Agreement  was in effect at the date of the change in  control.  On each  annual
anniversary date from the date of commencement of the Protective Agreement,  the
term of the  Protective  Agreement  may be extended for an  additional  one year
period beyond the then effective  expiration  date, upon a determination  by the
Board of Directors  that the  performance  of the Executive has met the required
performance standards and that such Protective Agreement should be extended.

      The Protective  Agreement provides that the Executive shall be entitled to
collect  certain  severance  benefits  in the  event  that  (i)  he  voluntarily
terminates  employment  within 90 days  after an event  that  occurs  during the
"Protected  Period" and that  constitutes  "Good  Reason," or (ii) the Bank, the
Company or their  successors  terminate the  Executive's  employment  during the
Protected  Period  for  any  reason  other  than  for  just  cause.  Under  such
circumstances,  the Executive would be paid within 10 days of the latter of such
termination  or  the  change  in  control  an  amount  equal  to 1.0  times  the
Executive's base annual salary in effect when the Protected Period begins. In no
event,  however, can the severance benefit exceed the difference between (i) the
Executive's  Section 280G Maximum as defined in the Internal  Revenue Code,  and
(ii)  the  sum of  any  other  parachute  payments,  as  defined  under  Section
280G(b)(2)  of the  Internal  Revenue  Code,  that he receives on account of the
change in control. The Protected Period is defined in the Protective  Agreements
as the  period  that  begins on the date that is six  months  before a change in
control  and ends on the  latter  of the  second  anniversary  of the  change in
control or the  expiration  date of the  Protective  Agreement.  Good  Reason is
defined in the Protective Agreements as any one of the following events that has
not been consented to in advance by the Executive in writing:  (i) requiring the
Executive  to move  his  personal  residence  perform  his  principal  executive
functions more than 30 miles from his primary office;  (ii) materially  reducing
the Executive's base  compensation as then in effect,  (iii) failing to continue
to provide the Executive with compensation and benefits provided for on the date
of the change in control or  compensation  and  benefits  substantially  similar
thereto,  or the taking of any action that would reduce any of such  benefits or
deprive the Executive of any material  fringe  benefit he had at the time of the
change in control;  (iv) assigning duties and  responsibilities to the Executive
which are materially different from those normally associated with his position;
(v) materially  diminishing the Executive's  authority and responsibility;  (vi)
failing to reelect the  Executive  to the Board of Directors if he is serving on
the Board on the date of the change in control; or (vii) materially reducing the
secretarial or other administrative support of the Executive.


                                       2
<PAGE>

      A "Change in Control"  generally refers to the acquisition,  by any person
or  entity,  of the  ownership  or power to vote more than 25% of the  Bank's or
Company's  voting stock, the control of the election of a majority of the Bank's
or the Company's  directors or the exercise of a controlling  influence over the
management  or  policies  of the Bank or the  Company.  In  addition,  under the
Protective  Agreement,  a change in control occurs when,  during any consecutive
two-year  period,  directors of the Company or the Bank at the beginning of such
period cease to constitute at least  two-thirds of the Board of Directors of the
Company or the Bank,  unless the election of replacement  directors was approved
by a two-thirds vote of the initial directors then in office.

      The  Protective  Agreement  provides  that within ten  business  days of a
change in  control,  the Bank shall fund a trust in the amount of the  severance
benefit under the Protective  Agreement that will be used to pay amounts owed to
the  Executive  under the  Protective  Agreement.  The  amount to be paid to the
Executive from this trust is determined  according to the procedures outlined in
the  Protective  Agreement,  and any  money not paid to the  Executive  is to be
returned  to the Bank.  These  provisions  may have an  anti-takeover  effect by
making it more  expensive  for a  potential  acquirer  to obtain  control of the
Company. In the event that an Executive prevails over the Company or the Bank in
a legal dispute as to his  Protective  Agreement,  he will be reimbursed for his
legal and other expenses.


                                       3
<PAGE>

                                   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.


Date:  May 6, 2005                    First South Bancorp, Inc.
                                      -------------------------
                                             (Registrant)



                                      By:  /s/ William L. Wall
                                           -------------------------------------
                                           William L. Wall
                                           Executive Vice President,
                                           Chief Financial Officer and Secretary

                                       4
{"company-data": {"conformed-name": "FIRST SOUTH BANCORP INC /VA/", "cik": "0001027183", "assigned-sic": "6022", "irs-number": "561999749", "state-of-incorporation": "VA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22219", "film-number": "05809789"}, "business-address": {"street1": "1311 CAROLINA AVE", "city": "WASHINGTON", "state": "NC", "zip": "27889", "phone": "2529464178"}, "mail-address": {"street1": "1311 CAROLINA AVENUE", "city": "WASHINGTON", "state": "NC", "zip": "27889"}, "former-company": {"former-conformed-name": "NEWSOUTH BANCORP INC", "date-changed": "19961115"}}
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) April 4, 2005

                            FIRST SOUTH BANCORP, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            VIRGINIA                       0-22219             56-1999749
            --------                       -------             ----------
(State or other jurisdiction of          (Commission          (IRS Employer
 incorporation or organization)         File Number)       Identification No.)

1311 Carolina Avenue, Washington, North Carolina                      27889
-------------------------------------------------                     -----
(Address of principal executive offices)                           (Zip Code)

                                 (252) 946-4178
                                 ---------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 ---------------
          (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))
--------------------------------------------------------------------------------
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      Effective April 4, 2005 (the "Effective Date"), First South Bancorp,  Inc.
(the   "Company")   and  First   South  Bank  (the   "Bank")   entered   into  a
Change-in-Control  Protective Agreement (the "Protective  Agreement") with Larry
W. Mallard (the  "Executive") in connection with his appointment as an executive
officer.

      The  Protective  Agreement  will terminate on the earlier of (a) 12 months
following the Effective  Date or (b) the date on which the Executive  terminates
employment  with  the  Bank,  provided  that his  rights  under  the  Protective
Agreements will continue  following  termination of employment if the Protective
Agreement  was in effect at the date of the change in  control.  On each  annual
anniversary date from the date of commencement of the Protective Agreement,  the
term of the  Protective  Agreement  may be extended for an  additional  one year
period beyond the then effective  expiration  date, upon a determination  by the
Board of Directors  that the  performance  of the Executive has met the required
performance standards and that such Protective Agreement should be extended.

      The Protective  Agreement provides that the Executive shall be entitled to
collect  certain  severance  benefits  in the  event  that  (i)  he  voluntarily
terminates  employment  within 90 days  after an event  that  occurs  during the
"Protected  Period" and that  constitutes  "Good  Reason," or (ii) the Bank, the
Company or their  successors  terminate the  Executive's  employment  during the
Protected  Period  for  any  reason  other  than  for  just  cause.  Under  such
circumstances,  the Executive would be paid within 10 days of the latter of such
termination  or  the  change  in  control  an  amount  equal  to 1.0  times  the
Executive's base annual salary in effect when the Protected Period begins. In no
event,  however, can the severance benefit exceed the difference between (i) the
Executive's  Section 280G Maximum as defined in the Internal  Revenue Code,  and
(ii)  the  sum of  any  other  parachute  payments,  as  defined  under  Section
280G(b)(2)  of the  Internal  Revenue  Code,  that he receives on account of the
change in control. The Protected Period is defined in the Protective  Agreements
as the  period  that  begins on the date that is six  months  before a change in
control  and ends on the  latter  of the  second  anniversary  of the  change in
control or the  expiration  date of the  Protective  Agreement.  Good  Reason is
defined in the Protective Agreements as any one of the following events that has
not been consented to in advance by the Executive in writing:  (i) requiring the
Executive  to move  his  personal  residence  perform  his  principal  executive
functions more than 30 miles from his primary office;  (ii) materially  reducing
the Executive's base  compensation as then in effect,  (iii) failing to continue
to provide the Executive with compensation and benefits provided for on the date
of the change in control or  compensation  and  benefits  substantially  similar
thereto,  or the taking of any action that would reduce any of such  benefits or
deprive the Executive of any material  fringe  benefit he had at the time of the
change in control;  (iv) assigning duties and  responsibilities to the Executive
which are materially different from those normally associated with his position;
(v) materially  diminishing the Executive's  authority and responsibility;  (vi)
failing to reelect the  Executive  to the Board of Directors if he is serving on
the Board on the date of the change in control; or (vii) materially reducing the
secretarial or other administrative support of the Executive.

                                       2
A "Change in Control"  generally refers to the acquisition,  by any person
or  entity,  of the  ownership  or power to vote more than 25% of the  Bank's or
Company's  voting stock, the control of the election of a majority of the Bank's
or the Company's  directors or the exercise of a controlling  influence over the
management  or  policies  of the Bank or the  Company.  In  addition,  under the
Protective  Agreement,  a change in control occurs when,  during any consecutive
two-year  period,  directors of the Company or the Bank at the beginning of such
period cease to constitute at least  two-thirds of the Board of Directors of the
Company or the Bank,  unless the election of replacement  directors was approved
by a two-thirds vote of the initial directors then in office.

      The  Protective  Agreement  provides  that within ten  business  days of a
change in  control,  the Bank shall fund a trust in the amount of the  severance
benefit under the Protective  Agreement that will be used to pay amounts owed to
the  Executive  under the  Protective  Agreement.  The  amount to be paid to the
Executive from this trust is determined  according to the procedures outlined in
the  Protective  Agreement,  and any  money not paid to the  Executive  is to be
returned  to the Bank.  These  provisions  may have an  anti-takeover  effect by
making it more  expensive  for a  potential  acquirer  to obtain  control of the
Company. In the event that an Executive prevails over the Company or the Bank in
a legal dispute as to his  Protective  Agreement,  he will be reimbursed for his
legal and other expenses.

                                       3
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.

Date:  May 6, 2005                    First South Bancorp, Inc.
                                      -------------------------
                                             (Registrant)

                                      By:  /s/ William L. Wall
                                           -------------------------------------
                                           William L. Wall
                                           Executive Vice President,
                                           Chief Financial Officer and Secretary

                                       4