Registration No. 33-_____
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            GRANDSOUTH BANCORPORATION

             (Exact name of registrant as specified in its charter)

         South Carolina                                    57-1104394
                                                           ----------
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

               381 Halton Drive, Greenville, South Carolina 29607
              (Address of principal executive offices and zip code)

                            GRANDSOUTH BANCORPORATION
                             1998 STOCK OPTION PLAN

                              (Full title of Plan)

                                       Copies to:
 J. B. Garrett
 Chief Financial Officer               Suzanne Hulst Clawson, Esquire
 GrandSouth Bancorporation             Haynsworth Sinkler Boyd, P.A.
 381 Halton Drive                      1201 Main Street, 22nd Floor (29201-3226)
 Greenville, South Carolina 29607      Post Office Box 11889 (29211-1889)
 (Name and address of                  Columbia, South Carolina
  agent for service)
 (864) 770-1000
 (Telephone number, including           (803) 779-3080
  area code, of agent for service)

                         Calculation of Registration Fee

<TABLE>
<CAPTION>
                                                                                         Proposed
                                                         Proposed maximum                maximum
Title of securities             Amount to be                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                      395,959                     $13.15                  $5,206,860.85                   $612.85
</TABLE>

(1)  Represents  395,959  shares  of  common  stock to be  registered  under the
     GrandSouth   Bancorporation  1998  Stock  Option  Plan.  This  registration
     statement also covers such indeterminate 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(c)  under the  Securities  Act of 1933,  based on the
     average of the bid and asked prices reported on November 7, 2005.

                                                         Exhibit Index on page 6


<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  persons  chosen  to  participate  in the  GrandSouth
Bancorporation 1998 Stock Option Plan as required by Rule 428(b)(1)  promulgated
under the Securities Act of 1933.

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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, 2004.

     (b)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended March 31, 2004, June 30, 2004 and September 30, 2005;

     (c)  The  Registrant's  Current Reports on Form 8-K filed February 4, 2005,
          April 25, 2005, May 19, 2005, July 26, 2005,  August 5, 2005,  October
          27, 2005 and November 3, 2005; and

     (d)  The  description  of the  Registrant's  common stock  contained in the
          Registrant's  Form  8-A,  File No.  000-31937,  and in any  subsequent
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     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, 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.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Article 5.E. of the Registrant's Articles of Incorporation provides that no
director of the Registrant  shall be personally  liable to the Registrant or its
shareholders  for  monetary  damages  for  breach  of his  fiduciary  duty  as a
director;  provided, however, that Article 5.E. shall not eliminate or limit the
liability of a director (i) for the breach of the director's  duty of loyalty to
the Registrant or its shareholders, (ii) for acts or omissions not in good faith
or which involve gross negligence, intentional misconduct or a knowing violation
of law,  (iii)  imposed  for  unlawful  distributions  as set  forth in  Section
33-8-330 of the South Carolina  Business  Corporation  Act of 1988, as it may be
amended from time to time (the  "Corporation  Act"), or (iv) for any transaction
from which the  director  derived an improper  personal  benefit.  Article  5.E.
provides  further that it will  eliminate  or limit the  liability of a director
only to the maximum extent  permitted  from time to time by Section  33-2-102(e)
and by the  Corporation  Act  or any  successor  law  or  laws.  Any  repeal  or
modification of the foregoing  protection by the  shareholders of the Registrant
will not adversely affect any right or protection of a director  existing at the
time of such repeal or modification.

                                        2
<PAGE>

     Under  the  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  Corporation  Act. The 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  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 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 Registrant  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.

     4.1  GrandSouth  Bancorporation  1998 Stock  Option Plan  (incorporated  by
          reference to Registrant's  Proxy Statement for the 2005 Annual Meeting
          of Shareholders filed April 18, 2005).

     5    Opinion of Haynsworth Sinkler Boyd, P.A.

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

     23.2 Consent of Elliott Davis, LLC

     24   Power of Attorney (included on signature page)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
     a post-effective amendment to this registration statement to:

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

          (ii)  To  reflect  in  the  prospectus  any  facts  or  events  which,
     individually or together, represent a fundamental change in the information
     in the  registration  statement;  and  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 a  prospectus  filed  with  the
     Commission  pursuant to 17 C.F.R. ss. 230.424(b) if, in the aggregate,  the
     changes in the 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.

          (iii) To include any additional or changed material information on the
     plan of distribution.

          (2) For determining  liability under the Securities Act, to treat each
     post-effective  amendment as a new registration statement of the securities
     offered,  and the offering of the securities at that time to be the initial
     bona fide offering.

                                        3
<PAGE>

          (3) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the end of the offering.

     (e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer 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 small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer 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 small business issuer 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 Securities 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  Greenville,  State of South Carolina on October 19,
2005.

               GrandSouth Bancorporation

               By:  s/Mason Y. Garrett
                    ------------------------
                      Mason Y. Garrett
                      Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following person in the capacities indicated on
October 19, 2005.

               By: s/J. B Garrett
                   ---------------------------------------
                      J. B. Garrett
                      Chief Financial Officer


                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears below  constitutes and appoints Mason Y. Garrett,  Ronald K. Earnest and
J. B. Garrett,  jointly and severally, his true and lawful attorneys-in-fact and
agents, 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
attorneys-in-fact and agents 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  attorneys-in-fact
and agents,  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 indicated on October 19, 2005.

Signature                                       Title
---------                                       -----

s/Harold E Garrett                             Director
-------------------------------
Harold E. Garrett

s/Michael L. Gault                             Director
-------------------------------
Michael L. Gault

s/Mason Y. Garrett                             Chairman, Chief Executive Officer
-------------------------------
Mason Y. Garrett

s/Baety O. Gross, Jr.                          Director
-------------------------------
Baety O. Gross, Jr.

s/S. Hunter Howard, Jr.                        Director
-------------------------------
S. Hunter Howard, Jr.

s/Ronald K. Earnest                            President, Director
-------------------------------
Ronald K. Earnest

s/S. Blanton Phillips                          Director
-------------------------------
S. Blanton Phillips

                                       5
<PAGE>





                                  EXHIBIT INDEX

EXHIBIT

  4.1               GrandSouth    Bancorporation    1998   Stock   Option   Plan
                    (incorporated  by reference to Registrant's  Proxy Statement
                    for the 2005 Annual Meeting of Shareholders  filed April 18,
                    2005).

  5                 Opinion of Haynsworth Sinkler Boyd, P.A.

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

  23.2              Consent of Elliott Davis, LLC

  24                Power of Attorney (included on signature page)

















                                       6
[{"type": "S-8", "sequence": "1", "filename": "gsbs-81998plan.txt", "secsgml_size_bytes": 15546}]
{"company-data": {"conformed-name": "GRANDSOUTH BANCORPORATION", "cik": "0001126961", "assigned-sic": "6036", "irs-number": "571064274", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129580", "film-number": "051188267"}, "business-address": {"street1": "PO BOX 1239", "city": "SIMPSONVILLE", "state": "SC", "zip": "29681", "phone": "8649628833"}, "mail-address": {"street1": "PO BOX 1239", "city": "SIMPSONVILLE", "state": "SC", "zip": "29681"}}
Registration No. 33-_____
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            GRANDSOUTH BANCORPORATION

             (Exact name of registrant as specified in its charter)

         South Carolina                                    57-1104394
                                                           ----------
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

               381 Halton Drive, Greenville, South Carolina 29607
              (Address of principal executive offices and zip code)

                            GRANDSOUTH BANCORPORATION
                             1998 STOCK OPTION PLAN

                              (Full title of Plan)

                                       Copies to:
 J. B. Garrett
 Chief Financial Officer               Suzanne Hulst Clawson, Esquire
 GrandSouth Bancorporation             Haynsworth Sinkler Boyd, P.A.
 381 Halton Drive                      1201 Main Street, 22nd Floor (29201-3226)
 Greenville, South Carolina 29607      Post Office Box 11889 (29211-1889)
 (Name and address of                  Columbia, South Carolina
  agent for service)
 (864) 770-1000
 (Telephone number, including           (803) 779-3080
  area code, of agent for service)

                         Calculation of Registration Fee
Proposed
                                                         Proposed maximum                maximum
Title of securities             Amount to be                offering                aggregate offering               Amount of
  to be registered             Registered(1)            price per share(2)               price(2)                registration fee
  ----------------             -------------            ------------------               --------                ----------------
Common Stock,
no par value                      395,959                     $13.15                  $5,206,860.85                   $612.85
(1)  Represents  395,959  shares  of  common  stock to be  registered  under the
     GrandSouth   Bancorporation  1998  Stock  Option  Plan.  This  registration
     statement also covers such indeterminate 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(c)  under the  Securities  Act of 1933,  based on the
     average of the bid and asked prices reported on November 7, 2005.

                                                         Exhibit Index on page 6
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  persons  chosen  to  participate  in the  GrandSouth
Bancorporation 1998 Stock Option Plan as required by Rule 428(b)(1)  promulgated
under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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, 2004.

     (b)  The  Registrant's  Quarterly  Reports on Form 10-QSB for the  quarters
          ended March 31, 2004, June 30, 2004 and September 30, 2005;

     (c)  The  Registrant's  Current Reports on Form 8-K filed February 4, 2005,
          April 25, 2005, May 19, 2005, July 26, 2005,  August 5, 2005,  October
          27, 2005 and November 3, 2005; and

     (d)  The  description  of the  Registrant's  common stock  contained in the
          Registrant's  Form  8-A,  File No.  000-31937,  and in any  subsequent
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     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, 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.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Article 5.E. of the Registrant's Articles of Incorporation provides that no
director of the Registrant  shall be personally  liable to the Registrant or its
shareholders  for  monetary  damages  for  breach  of his  fiduciary  duty  as a
director;  provided, however, that Article 5.E. shall not eliminate or limit the
liability of a director (i) for the breach of the director's  duty of loyalty to
the Registrant or its shareholders, (ii) for acts or omissions not in good faith
or which involve gross negligence, intentional misconduct or a knowing violation
of law,  (iii)  imposed  for  unlawful  distributions  as set  forth in  Section
33-8-330 of the South Carolina  Business  Corporation  Act of 1988, as it may be
amended from time to time (the  "Corporation  Act"), or (iv) for any transaction
from which the  director  derived an improper  personal  benefit.  Article  5.E.
provides  further that it will  eliminate  or limit the  liability of a director
only to the maximum extent  permitted  from time to time by Section  33-2-102(e)
and by the  Corporation  Act  or any  successor  law  or  laws.  Any  repeal  or
modification of the foregoing  protection by the  shareholders of the Registrant
will not adversely affect any right or protection of a director  existing at the
time of such repeal or modification.

                                        2
Under  the  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  Corporation  Act. The 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  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 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 Registrant  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.

     4.1  GrandSouth  Bancorporation  1998 Stock  Option Plan  (incorporated  by
          reference to Registrant's  Proxy Statement for the 2005 Annual Meeting
          of Shareholders filed April 18, 2005).

     5    Opinion of Haynsworth Sinkler Boyd, P.A.

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

     23.2 Consent of Elliott Davis, LLC

     24   Power of Attorney (included on signature page)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
     a post-effective amendment to this registration statement to:

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

          (ii)  To  reflect  in  the  prospectus  any  facts  or  events  which,
     individually or together, represent a fundamental change in the information
     in the  registration  statement;  and  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 a  prospectus  filed  with  the
     Commission  pursuant to 17 C.F.R. ss. 230.424(b) if, in the aggregate,  the
     changes in the 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.

          (iii) To include any additional or changed material information on the
     plan of distribution.

          (2) For determining  liability under the Securities Act, to treat each
     post-effective  amendment as a new registration statement of the securities
     offered,  and the offering of the securities at that time to be the initial
     bona fide offering.

                                        3
(3) To file a post-effective amendment to remove from registration any
     of the securities that remain unsold at the end of the offering.

     (e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer 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 small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer 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 small business issuer 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 Securities 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  Greenville,  State of South Carolina on October 19,
2005.

               GrandSouth Bancorporation

               By:  s/Mason Y. Garrett
                    ------------------------
                      Mason Y. Garrett
                      Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following person in the capacities indicated on
October 19, 2005.

               By: s/J. B Garrett
                   ---------------------------------------
                      J. B. Garrett
                      Chief Financial Officer

                                POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature
appears below  constitutes and appoints Mason Y. Garrett,  Ronald K. Earnest and
J. B. Garrett,  jointly and severally, his true and lawful attorneys-in-fact and
agents, 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
attorneys-in-fact and agents 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  attorneys-in-fact
and agents,  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 indicated on October 19, 2005.

Signature                                       Title
---------                                       -----

s/Harold E Garrett                             Director
-------------------------------
Harold E. Garrett

s/Michael L. Gault                             Director
-------------------------------
Michael L. Gault

s/Mason Y. Garrett                             Chairman, Chief Executive Officer
-------------------------------
Mason Y. Garrett

s/Baety O. Gross, Jr.                          Director
-------------------------------
Baety O. Gross, Jr.

s/S. Hunter Howard, Jr.                        Director
-------------------------------
S. Hunter Howard, Jr.

s/Ronald K. Earnest                            President, Director
-------------------------------
Ronald K. Earnest

s/S. Blanton Phillips                          Director
-------------------------------
S. Blanton Phillips

                                       5
EXHIBIT INDEX

EXHIBIT

  4.1               GrandSouth    Bancorporation    1998   Stock   Option   Plan
                    (incorporated  by reference to Registrant's  Proxy Statement
                    for the 2005 Annual Meeting of Shareholders  filed April 18,
                    2005).

  5                 Opinion of Haynsworth Sinkler Boyd, P.A.

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

  23.2              Consent of Elliott Davis, LLC

  24                Power of Attorney (included on signature page)

                                       6