Registration No. 33-_____

                                 UNITED STATES
                       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
                        2005 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of Plan)


       L. Wayne Pearson                           Copies to:
       President                                  George S. King, Jr., Esquire
       Southcoast Financial Corporation           Suzanne Hulst Clawson, Esquire
       530 Johnnie Dodds Boulevard                Sinkler & Boyd, P.A.
       Mt. Pleasant, South Carolina 29464         1426 Main Street, Suite 1200
(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              200,000 shares             $22.75                  $4,550,000.00               $535.53
--------------------------------------------------------------------------------------------------------------------------------
</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 high and low prices  reported on the Nasdaq  National Market
     on September 2, 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  employees  of the  Registrant  chosen  to  participate  in the
Southcoast  Financial  Corporation 2005 Employee Stock Purchase 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-K  for the  year  ended
          December 31, 2004 (File No. 000-25933).

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

          The  Registrant's  Current Reports on Form 8-K filed January 26, 2005,
          March 11, 2005, July 25, 2005, August 4, 2005 and August 10, 2005.

          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 South  Carolina  law, a  corporation  has the power to  indemnify
directors  and  officers  who meet the  standards  of good faith and  reasonable
belief  that their  conduct  was lawful and in the  corporate  interest  (or not
opposed thereto) set forth by statute.  A corporation may also provide insurance
for  directors and officers  against  liability  arising out of their  positions
although the insurance  coverage is broader than the power of the corporation to
indemnify.  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 against  reasonable  expenses incurred by him in connection
with the proceeding.  The Company's  Articles of Incorporation do not limit such
indemnification.

         The Company's Articles of Incorporation provide that no director of the
Company  shall be  personally  liable to the  Company  or its  shareholders  for
monetary damages for breach of fiduciary duty as a director;  provided, however,
the  Articles of  Incorporation  do not  eliminate  or limit the  liability of a
director (i) for any breach of the director's  duty of loyalty to the Company 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 "Act") or (iv) for any transaction  from which the director derived an
improper  personal  benefit.  This  provision of the  Articles of  Incorporation
eliminates  or limits the  liability  of a director  only to the maximum  extent
permitted from time to time by Section  33-2-102(e) of the Act and by the Act or
any successor law or laws. Any repeal or  modification of this protection by the
shareholders  of the Company shall not adversely  affect any right or protection
of  a  director  of  the  Company  existing  at  the  time  of  such  repeal  or
modification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4      Southcoast Financial Corporation 2005 Employee Stock Purchase
                 Plan

          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;

         (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;

                                       3
<PAGE>

         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.

         Provided further,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  registration  statement  is for an  offering  of  asset-backed
securities on Form S-1 or Form S-3, and the information  required to be included
in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation
AB.

         (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 August 31,
2005.

                               Southcoast Financial Corporation

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


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

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
L. Wayne  Pearson  and Robert M.  Scott,  and each of them,  the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully 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 stated.
<TABLE>
<CAPTION>

Signature                                Title                                       Date

<S>                                      <C>                                         <C>


-------------------------                Director                                    August __, 2005
Tommy B. Baker

-------------------------                Director                                    August __, 2005
William A. Coates

s/Paul D. Hollen, III
-------------------------                Executive Vice President, Director          August 31, 2005
Paul D. Hollen, III

-------------------------                Director                                    August __, 2005
Stephen F. Hutchinson

s/L. Wayne Pearson
-------------------------                Chairman, Chief Executive Officer,          August 31, 2005
L. Wayne Pearson                         Director

s/Robert M. Scott
-------------------------                Executive Vice President, Director          August 29, 2005
Robert M. Scott

s/James H. Sexton
--------------------------               Director                                    August 30, 2005
James H. Sexton

s/James P. Smith
--------------------------               Director                                    August 30, 2005
James P. Smith
</TABLE>

                                        5

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT

4         Southcoast Financial Corporation 2005 Employee Stock Purchase Plan

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)




                                       6
[{"type": "S-8", "sequence": "1", "filename": "sthcst2005espps-8.txt", "secsgml_size_bytes": 17227}]
{"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": "333-128197", "film-number": "051076852"}, "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-_____

                                 UNITED STATES
                       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
                        2005 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of Plan)

       L. Wayne Pearson                           Copies to:
       President                                  George S. King, Jr., Esquire
       Southcoast Financial Corporation           Suzanne Hulst Clawson, Esquire
       530 Johnnie Dodds Boulevard                Sinkler & Boyd, P.A.
       Mt. Pleasant, South Carolina 29464         1426 Main Street, Suite 1200
(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              200,000 shares             $22.75                  $4,550,000.00               $535.53
--------------------------------------------------------------------------------------------------------------------------------
(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 high and low prices  reported on the Nasdaq  National Market
     on September 2, 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  employees  of the  Registrant  chosen  to  participate  in the
Southcoast  Financial  Corporation 2005 Employee Stock Purchase 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-K  for the  year  ended
          December 31, 2004 (File No. 000-25933).

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

          The  Registrant's  Current Reports on Form 8-K filed January 26, 2005,
          March 11, 2005, July 25, 2005, August 4, 2005 and August 10, 2005.

          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 South  Carolina  law, a  corporation  has the power to  indemnify
directors  and  officers  who meet the  standards  of good faith and  reasonable
belief  that their  conduct  was lawful and in the  corporate  interest  (or not
opposed thereto) set forth by statute.  A corporation may also provide insurance
for  directors and officers  against  liability  arising out of their  positions
although the insurance  coverage is broader than the power of the corporation to
indemnify.  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 against  reasonable  expenses incurred by him in connection
with the proceeding.  The Company's  Articles of Incorporation do not limit such
indemnification.

         The Company's Articles of Incorporation provide that no director of the
Company  shall be  personally  liable to the  Company  or its  shareholders  for
monetary damages for breach of fiduciary duty as a director;  provided, however,
the  Articles of  Incorporation  do not  eliminate  or limit the  liability of a
director (i) for any breach of the director's  duty of loyalty to the Company 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 "Act") or (iv) for any transaction  from which the director derived an
improper  personal  benefit.  This  provision of the  Articles of  Incorporation
eliminates  or limits the  liability  of a director  only to the maximum  extent
permitted from time to time by Section  33-2-102(e) of the Act and by the Act or
any successor law or laws. Any repeal or  modification of this protection by the
shareholders  of the Company shall not adversely  affect any right or protection
of  a  director  of  the  Company  existing  at  the  time  of  such  repeal  or
modification.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4      Southcoast Financial Corporation 2005 Employee Stock Purchase
                 Plan

          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;

         (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;

                                       3
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.

         Provided further,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the  registration  statement  is for an  offering  of  asset-backed
securities on Form S-1 or Form S-3, and the information  required to be included
in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation
AB.

         (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 August 31,
2005.

                               Southcoast Financial Corporation

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

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

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
L. Wayne  Pearson  and Robert M.  Scott,  and each of them,  the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitute or substitutes,  may lawfully 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 stated.
Signature                                Title                                       Date
-------------------------                Director                                    August __, 2005
Tommy B. Baker

-------------------------                Director                                    August __, 2005
William A. Coates

s/Paul D. Hollen, III
-------------------------                Executive Vice President, Director          August 31, 2005
Paul D. Hollen, III

-------------------------                Director                                    August __, 2005
Stephen F. Hutchinson

s/L. Wayne Pearson
-------------------------                Chairman, Chief Executive Officer,          August 31, 2005
L. Wayne Pearson                         Director

s/Robert M. Scott
-------------------------                Executive Vice President, Director          August 29, 2005
Robert M. Scott

s/James H. Sexton
--------------------------               Director                                    August 30, 2005
James H. Sexton

s/James P. Smith
--------------------------               Director                                    August 30, 2005
James P. Smith
5
EXHIBIT INDEX

EXHIBIT

4         Southcoast Financial Corporation 2005 Employee Stock Purchase Plan

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)

                                       6