Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        SOUTHCOAST FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)


          South Carolina                                         57-1079460
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                           530 Johnnie Dodds Boulevard
              (Address of principal executive offices and zip code)

                        SOUTHCOAST FINANCIAL CORPORATION
                             1999 STOCK OPTION PLAN
                              (Full title of Plan)


       L. Wayne Pearson                           Copies to:
       Chairman                                   George S. King, Jr., Esquire
       Southcoast Financial Corporation           Suzanne Hulst Clawson, Esquire
       530 Johnnie Dodds Boulevard                Haynsworth Sinkler Boyd, P.A.
       Mt. Pleasant, South Carolina 29464         1201 Main Street, Suite 2200
(Name and address of agent for service)           Columbia, South Carolina 29201
                                                         (803) 779-3080
             (843) 884-0504
      (Telephone number, including
    area code, of agent for service)

<TABLE>
<CAPTION>

                                          Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                        <C>                     <C>                         <C>
     Common Stock,
     no par value              139,755 shares             $15.75                  $2,201,141.25               $178.99
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This  registration  statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule 457(h)  under the  Securities  Act of 1933,  based on the
     average of the bid and asked  price on June 11,  2003.

                                                         Exhibit Index on page 7


<PAGE>

                                     PART I

Information Required in the Section 10(a) Prospectus

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  employees  of the  Registrant  chosen  to  participate  in the
Southcoast  Financial  Corporation  1999 Stock  Option  Plan as required by Rule
428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The  Registrant  hereby  incorporates  by  reference  herein the  following
documents:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 2002 (File No. 000-25933).

     (b)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2003.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
          Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of
          1934  (the  "1934  Act"),  prior  to the  filing  of a  post-effective
          amendment that indicates that all securities offered have been sold or
          which  deregisters  all  securities  then remaining  unsold,  shall be
          deemed to be incorporated by reference in this registration  statement
          and to be a part hereof from the date of filing of such documents.

     (c)  The description of Registrant's common stock set forth under Item 8 of
          Registrant's  Registration Statement on Form 10-SB (File No. 0-25933),
          including  any  amendment  or report filed for the purpose of updating
          such description.

Item 4.  Description of Securities

Not applicable.

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under the South Carolina  Business  Corporation  Act, a corporation has
the power to indemnify  directors  and  officers who meet the  standards of good
faith and  reasonable  belief  that  conduct  was  lawful  and in the  corporate
interest (or not opposed thereto) set forth in the Business Corporation Act. The
Business  Corporation  Act also empowers a corporation to provide  insurance for
directors and officers  against  liability  arising out of their  positions even
though the insurance  coverage is broader than the power of the  corporation  to
indemnify. Under the Business Corporation Act, unless limited by its articles of
incorporation,  a corporation must indemnify a director or officer who is wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which  he  was a  party  because  he is or was a  director  or  officer  against
reasonable  expenses  incurred by him in  connection  with the  proceeding.  The
Registrant's Articles of Incorporation do not provide otherwise.  The provisions
of the Business  Corporation Act which deal with indemnification are codified at
Sections  33-8-500  through  -580 of the  Code of Laws of South  Carolina  1976,
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4     Southcoast   Financial   Corporation  1999  Stock  Option  Plan
                (incorporated by reference to proxy materials filed on Schedule
                14A in connection with Registrant's May 11, 2000 Annual Meeting
                of Stockholders).

          5     Opinion of Haynsworth Sinkler Boyd, P.A.

         23.1   Consent of Elliott Davis, LLC

         23.2   Consent of Haynsworth Sinkler Boyd, P.A.(included in Exhibit 5).

         24     Power of Attorney (included on signature page)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                                       3
<PAGE>

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

         Provided,   however,   that  paragraphs  (1)(i)  and  (1)(ii)  of  this
undertaking do not apply if the registration  statement is on Form S-3, Form S-8
or Form F-3 and the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (4)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       4
<PAGE>


                                   SIGNATURES

The Registrant

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Mt.  Pleasant,  State of South  Carolina on June 11,
2003.

                               Southcoast Financial Corporation

                                    s/L. Wayne Pearson
                               By:----------------------------------------------
                                    L. Wayne Pearson
                                    Chairman and Chief Executive Officer



                                    s/Robert M. Scott
                               By:----------------------------------------------
                                    Robert M. Scott
                                    Executive Vice President and Chief
                                    Financial Officer




                                        5

<PAGE>

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints L. Wayne Pearson and Robert M. Scott, or
either of them, his true and lawful  attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all  capacities,  to sign this  Registration  Statement  and any and all
amendments  to this  Registration  Statement,  and to file  the  same,  with all
exhibits  thereto,  and other  documentation in connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each of said  attorney-in-fact  and agent, or his substitute
or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
<S>                                      <C>                                               <C>
Signature                                Title                                              Date
---------                                -----                                              ----

--------------------------               Director                                          June __, 2003
William A. Coates

s/Paul D. Hollen, III
--------------------------               Executive Vice President, Director                June 13, 2003
Paul D. Hollen, III

s/L. Wayne Pearson
--------------------------               Chairman, Chief Executive Officer, Director       June 13, 2003
L. Wayne Pearson

s/Robert M. Scott
--------------------------               Executive Vice President, Chief Financial         June 13, 2003
Robert M. Scott                          Officer, Principal Accounting Officer, Director

s/James H. Sexton
--------------------------               Director                                          June 13, 2003
James H. Sexton


--------------------------               Director                                          June __, 2003
James P. Smith
</TABLE>

                                        6

<PAGE>



                                  EXHIBIT INDEX

EXHIBIT

4         Southcoast Financial  Corporation 1999 Stock Option Plan (incorporated
          by reference to proxy  materials  filed on Schedule 14A in  connection
          with Registrant's May 11, 2000 Annual Meeting of Stockholders).

5         Opinion of Haynsworth Sinkler Boyd, P.A.

23.1      Consent of Elliott Davis, LLC

23.2      Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5)

24        Power of Attorney (included on signautre page)




                                        7
[{"type": "S-8", "sequence": "1", "filename": "forms-8stockopt.txt", "secsgml_size_bytes": 15957}]
{"company-data": {"conformed-name": "SOUTHCOAST FINANCIAL CORP", "cik": "0001083689", "assigned-sic": "6022", "irs-number": "80388405", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106154", "film-number": "03745421"}, "business-address": {"street1": "POST OFFICE BOX 1561", "city": "MT PLEASANT", "state": "SC", "zip": "29465", "phone": "8438840504"}, "mail-address": {"street1": "POST OFFICE 1561", "city": "MT PLEASANT", "state": "SC", "zip": "29465"}}
Registration No. 33-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        SOUTHCOAST FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          South Carolina                                         57-1079460
  (State or other jurisdiction of                             (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                           530 Johnnie Dodds Boulevard
              (Address of principal executive offices and zip code)

                        SOUTHCOAST FINANCIAL CORPORATION
                             1999 STOCK OPTION PLAN
                              (Full title of Plan)

       L. Wayne Pearson                           Copies to:
       Chairman                                   George S. King, Jr., Esquire
       Southcoast Financial Corporation           Suzanne Hulst Clawson, Esquire
       530 Johnnie Dodds Boulevard                Haynsworth Sinkler Boyd, P.A.
       Mt. Pleasant, South Carolina 29464         1201 Main Street, Suite 2200
(Name and address of agent for service)           Columbia, South Carolina 29201
                                                         (803) 779-3080
             (843) 884-0504
      (Telephone number, including
    area code, of agent for service)
Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     Proposed
                                                           Proposed                   maximum
  Title of securities          Amount to be            maximum offering         aggregate offering            Amount of
   to be registered          registered(1)            price per share(2)             price(2)              registration fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock,
     no par value              139,755 shares             $15.75                  $2,201,141.25               $178.99
--------------------------------------------------------------------------------------------------------------------------------
(1)  This  registration  statement  also  covers such  indeterminable  number of
     additional  shares as may become issuable to prevent  dilution in the event
     of stock splits,  stock dividends or similar  transactions  pursuant to the
     terms of the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule 457(h)  under the  Securities  Act of 1933,  based on the
     average of the bid and asked  price on June 11,  2003.

                                                         Exhibit Index on page 7
PART I

Information Required in the Section 10(a) Prospectus

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  employees  of the  Registrant  chosen  to  participate  in the
Southcoast  Financial  Corporation  1999 Stock  Option  Plan as required by Rule
428(b)(1) promulgated under the Securities Act of 1933.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The  Registrant  hereby  incorporates  by  reference  herein the  following
documents:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 2002 (File No. 000-25933).

     (b)  The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 2003.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
          Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of
          1934  (the  "1934  Act"),  prior  to the  filing  of a  post-effective
          amendment that indicates that all securities offered have been sold or
          which  deregisters  all  securities  then remaining  unsold,  shall be
          deemed to be incorporated by reference in this registration  statement
          and to be a part hereof from the date of filing of such documents.

     (c)  The description of Registrant's common stock set forth under Item 8 of
          Registrant's  Registration Statement on Form 10-SB (File No. 0-25933),
          including  any  amendment  or report filed for the purpose of updating
          such description.

Item 4.  Description of Securities

Not applicable.

                                       2
Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under the South Carolina  Business  Corporation  Act, a corporation has
the power to indemnify  directors  and  officers who meet the  standards of good
faith and  reasonable  belief  that  conduct  was  lawful  and in the  corporate
interest (or not opposed thereto) set forth in the Business Corporation Act. The
Business  Corporation  Act also empowers a corporation to provide  insurance for
directors and officers  against  liability  arising out of their  positions even
though the insurance  coverage is broader than the power of the  corporation  to
indemnify. Under the Business Corporation Act, unless limited by its articles of
incorporation,  a corporation must indemnify a director or officer who is wholly
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which  he  was a  party  because  he is or was a  director  or  officer  against
reasonable  expenses  incurred by him in  connection  with the  proceeding.  The
Registrant's Articles of Incorporation do not provide otherwise.  The provisions
of the Business  Corporation Act which deal with indemnification are codified at
Sections  33-8-500  through  -580 of the  Code of Laws of South  Carolina  1976,
amended.

         In addition,  the Company maintains  directors' and officers' liability
insurance for the benefit of its directors and officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4     Southcoast   Financial   Corporation  1999  Stock  Option  Plan
                (incorporated by reference to proxy materials filed on Schedule
                14A in connection with Registrant's May 11, 2000 Annual Meeting
                of Stockholders).

          5     Opinion of Haynsworth Sinkler Boyd, P.A.

         23.1   Consent of Elliott Davis, LLC

         23.2   Consent of Haynsworth Sinkler Boyd, P.A.(included in Exhibit 5).

         24     Power of Attorney (included on signature page)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

         (i) To include  any  prospectus  required  by section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement;

                                       3
(iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

         Provided,   however,   that  paragraphs  (1)(i)  and  (1)(ii)  of  this
undertaking do not apply if the registration  statement is on Form S-3, Form S-8
or Form F-3 and the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (4)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

The Registrant

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Mt.  Pleasant,  State of South  Carolina on June 11,
2003.

                               Southcoast Financial Corporation

                                    s/L. Wayne Pearson
                               By:----------------------------------------------
                                    L. Wayne Pearson
                                    Chairman and Chief Executive Officer

                                    s/Robert M. Scott
                               By:----------------------------------------------
                                    Robert M. Scott
                                    Executive Vice President and Chief
                                    Financial Officer

                                        5
KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints L. Wayne Pearson and Robert M. Scott, or
either of them, his true and lawful  attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all  capacities,  to sign this  Registration  Statement  and any and all
amendments  to this  Registration  Statement,  and to file  the  same,  with all
exhibits  thereto,  and other  documentation in connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that each of said  attorney-in-fact  and agent, or his substitute
or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                Title                                              Date
---------                                -----                                              ----

--------------------------               Director                                          June __, 2003
William A. Coates

s/Paul D. Hollen, III
--------------------------               Executive Vice President, Director                June 13, 2003
Paul D. Hollen, III

s/L. Wayne Pearson
--------------------------               Chairman, Chief Executive Officer, Director       June 13, 2003
L. Wayne Pearson

s/Robert M. Scott
--------------------------               Executive Vice President, Chief Financial         June 13, 2003
Robert M. Scott                          Officer, Principal Accounting Officer, Director

s/James H. Sexton
--------------------------               Director                                          June 13, 2003
James H. Sexton

--------------------------               Director                                          June __, 2003
James P. Smith
6
EXHIBIT INDEX

EXHIBIT

4         Southcoast Financial  Corporation 1999 Stock Option Plan (incorporated
          by reference to proxy  materials  filed on Schedule 14A in  connection
          with Registrant's May 11, 2000 Annual Meeting of Stockholders).

5         Opinion of Haynsworth Sinkler Boyd, P.A.

23.1      Consent of Elliott Davis, LLC

23.2      Consent of Haynsworth Sinkler Boyd, P.A. (included in Exhibit 5)

24        Power of Attorney (included on signautre page)

                                        7