Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 4, 2009

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                       Citizens South Banking Corporation
             (Exact Name of Registrant as Specified in its Charter)


Delaware                                                54-2069979
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

519 South New Hope Road
Gastonia, North Carolina                                28054-4040
(Address of Principal Executive Offices)                (Zip Code)


                       Citizens South Banking Corporation
                           2008 Equity Incentive Plan
                            (Full Title of the Plan)


                                   Copies to:

     Kim S. Price, President                       Ned Quint, Esquire
   and Chief Executive Officer              Luse Gorman Pomerenk & Schick, P.C.
Citizens South Banking Corporation         5335 Wisconsin Ave., N.W., Suite 780
      519 South New Hope Road                     Washington, DC 20015
Gastonia, North Carolina 28054-4040                  (202) 274-2000
         (704) 868-5200
   (Name, Address and Telephone
    Number of Agent for Service)


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [ ]

Smaller reporting company [X]


<PAGE>


CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
<S>     <C>                   <C>                  <C>                   <C>                      <C>

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                100,000 (2)            $5.68 (3)              $568,000                 $32
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                177,000 (4)            $8.00 (5)            $1,416,000                 $79
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 23,000 (6)            $5.68 (3)              $130,640                  $7
--------------------------------------------------------------------------------------------------------------------

TOTALS                         300,000                                     $2,114,640                $118
====================================================================================================================

-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Citizens South Banking Corporation 2008 Equity Incentive Plan (the
     "Stock Benefit Plan") as a result of a stock split, stock dividend or
     similar adjustment of the outstanding common stock of Citizens South
     Banking Corporation (the "Company") pursuant to 17 C.F.R. Section
     230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     under the Stock Benefit Plan. (3) Determined pursuant to 17 C.F.R. Section
     230.457(h)(1). (4) Represents the number of shares of common stock
     currently reserved for issuance for options granted pursuant to the Stock
     Benefit Plan.
(5)  Determined pursuant to 17 C.F.R. Section 230.457(c).
(6)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.

</TABLE>

                              --------------------

     This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.


                                       2


<PAGE>


PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

         The documents containing the information  specified in Part I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

         Such documents are not being filed with the Commission,  but constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The  following  documents  previously  or  concurrently  filed with the
Commission are hereby incorporated by reference in this Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (File No.  000-23971),  filed with the Commission on March 18,
2009  pursuant to Section 13(a) of the  Securities  and Exchange Act of 1934, as
amended (the "Exchange Act");

         b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since the end of the year covered by the Annual  Report on Form 10-K referred to
in (a) above; and

         c) The description of the Company's  common stock contained in the Form
8-A filed with the Commission on September 27, 2002 (File No. 000-23971).

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

         All  information  appearing  in  this  Registration  Statement  and the
prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.


                                       3


<PAGE>


Item 6.  Indemnification of Directors and Officers

         Article TENTH of the  Certificate of  Incorporation  of the Company set
forth circumstances under which directors, officers, employees and agents of the
Company  may be insured or  indemnified  against  liability  which they incur in
their capacities as such:

              TENTH:

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         B. The right to indemnification  conferred in Section A of this Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director of Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

         C. If a claim under Section A or B of this Article TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit


                                       4


<PAGE>


brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

         D. The rights to  indemnification  and to the  advancement  of expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

         E. The Corporation may maintain  insurance,  at its expense, to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

         F. The Corporation  may, to the extent  authorized from time to time by
the Board of Directors,  grant rights to indemnification  and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>

Regulation S-K                                                                      Reference to Prior Filing or
Exhibit Number                      Document                                        Exhibit No. Attached Hereto
--------------                      --------                                        ----------------------------
<S>                <C>                                                              <C>

    4              Form of Common Stock Certificate                                 *

    5              Opinion of Luse Gorman Pomerenk & Schick, P.C.                   Attached as Exhibit 5

    10             Citizens South Banking Corporation 2008 Equity
                   Incentive Plan                                                   **

    23.1           Consent of Luse Gorman Pomerenk & Schick, P.C.                   Contained in Exhibit 5

    23.2           Consent of Cherry Bekaert & Holland, L.L.P.                      Attached as Exhibit 23.2

    24             Power of Attorney                                                Contained on Signature Page

-------------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form S-1 (File No. 333-91498) filed by the Company under the Securities Act
     of 1933, with the Commission on June 28, 2002, and all amendments or
     reports filed for the purpose of updating such description.
**   Incorporated by reference to Appendix A to the Company's proxy statement
     for the Annual Meeting of Stockholders (File No. 000-23971), filed with the
     Commission on April 10, 2008.

</TABLE>


                                       5


<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  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this 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 Plan;

         4. 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 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; and

         5.  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.


                                       6


<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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Gastonia, State of North
Carolina, on this 3rd day of December, 2009.


                                       CITIZENS SOUTH BANKING CORPORATION


                                  By:  \s\ Kim S. Price
                                       -----------------------------------------
                                       Kim S. Price
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Citizens  South Banking
Corporation  (the  "Company")  hereby  severally  constitute  and appoint Kim S.
Price,  as our true and lawful  attorney and agent,  to do any and all things in
our names in the  capacities  indicated  below  which said Kim S. Price may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock options to be granted under the Citizens  South Banking  Corporation  2008
Equity  Incentive Plan,  including  specifically,  but not limited to, power and
authority  to sign for us in our  names in the  capacities  indicated  below the
registration  statement  and any and all  amendments  (including  post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said Kim
S. Price shall do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>

Signatures                             Title                                        Date
----------                             -----                                        ----

<S>                                    <C>                                          <C>


\s\ Kim S. Price                       President and                                December 3, 2009
-----------------------------          Chief Executive Officer
Kim S. Price                           (Principal Executive Officer)


\s\ Gary F. Hoskins                    Executive Vice President, Treasurer          December 3, 2009
-----------------------------          and Chief Financial Officer
Gary F. Hoskins                        (Principal Financial and Accounting
                                        Officer)


\s\ David W. Hoyle                     Chairman                                     December 3, 2009
-----------------------------
David W. Hoyle


\s\ Ben R. Rudisill, II                Vice Chairman                                December 3, 2009
-----------------------------
Ben R. Rudisill, II


<PAGE>


\s\ James J. Fuller                    Director                                     December 3, 2009
-----------------------------
James J. Fuller



\s\ Charles D. Massey                  Director                                     December 3, 2009
-----------------------------
Charles D. Massey



\s\ Eugene R. Matthews, II             Director                                     December 3, 2009
-----------------------------
Eugene R. Matthews, II

</TABLE>


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Regulation S-K                                                                      Reference to Prior Filing or
Exhibit Number                      Document                                        Exhibit No. Attached Hereto
--------------                      --------                                        ----------------------------
<S>                <C>                                                              <C>

    4              Form of Common Stock Certificate                                 *

    5              Opinion of Luse Gorman Pomerenk & Schick, P.C.                   Attached as Exhibit 5

    10             Citizens South Banking Corporation 2008 Equity
                   Incentive Plan                                                   **

    23.1           Consent of Luse Gorman Pomerenk & Schick, P.C.                   Contained in Exhibit 5

    23.2           Consent of Cherry Bekaert & Holland, L.L.P.                      Attached as Exhibit 23.2

    24             Power of Attorney                                                Contained on Signature Page

-------------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form S-1 (File No. 333-91498) filed by the Company under the Securities Act
     of 1933, with the Commission on June 28, 2002, and all amendments or
     reports filed for the purpose of updating such description.
**   Incorporated by reference to Appendix A to the Company's proxy statement
     for the Annual Meeting of Stockholders (File No. 000-23971), filed with the
     Commission on April 10, 2008.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "form_s8-120309.txt", "secsgml_size_bytes": 25972}]
{"company-data": {"conformed-name": "CITIZENS SOUTH BANKING CORP", "cik": "0001051871", "assigned-sic": "6035", "irs-number": "542069979", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-163491", "film-number": "091223417"}, "business-address": {"street1": "245 WEST MAIN AVENUE", "city": "GASTONIA", "state": "NC", "zip": "28052-4140", "phone": "7048685200"}, "mail-address": {"street1": "P.O. BOX 2249", "city": "GASTONIA", "state": "NC", "zip": "28053-2249"}, "former-company": {"former-conformed-name": "GASTON FEDERAL BANCORP INC", "date-changed": "19971222"}}
Registration No. 333-_________

    As filed with the Securities and Exchange Commission on December 4, 2009

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                       Citizens South Banking Corporation
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                                54-2069979
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

519 South New Hope Road
Gastonia, North Carolina                                28054-4040
(Address of Principal Executive Offices)                (Zip Code)

                       Citizens South Banking Corporation
                           2008 Equity Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

     Kim S. Price, President                       Ned Quint, Esquire
   and Chief Executive Officer              Luse Gorman Pomerenk & Schick, P.C.
Citizens South Banking Corporation         5335 Wisconsin Ave., N.W., Suite 780
      519 South New Hope Road                     Washington, DC 20015
Gastonia, North Carolina 28054-4040                  (202) 274-2000
         (704) 868-5200
   (Name, Address and Telephone
    Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [ ]

Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                100,000 (2)            $5.68 (3)              $568,000                 $32
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                177,000 (4)            $8.00 (5)            $1,416,000                 $79
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 23,000 (6)            $5.68 (3)              $130,640                  $7
--------------------------------------------------------------------------------------------------------------------

TOTALS                         300,000                                     $2,114,640                $118
====================================================================================================================

-----------------------
(1)  Together with an indeterminate number of additional shares that may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Citizens South Banking Corporation 2008 Equity Incentive Plan (the
     "Stock Benefit Plan") as a result of a stock split, stock dividend or
     similar adjustment of the outstanding common stock of Citizens South
     Banking Corporation (the "Company") pursuant to 17 C.F.R. Section
     230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     under the Stock Benefit Plan. (3) Determined pursuant to 17 C.F.R. Section
     230.457(h)(1). (4) Represents the number of shares of common stock
     currently reserved for issuance for options granted pursuant to the Stock
     Benefit Plan.
(5)  Determined pursuant to 17 C.F.R. Section 230.457(c).
(6)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
--------------------

     This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.

                                       2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

         The documents containing the information  specified in Part I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

         Such documents are not being filed with the Commission,  but constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The  following  documents  previously  or  concurrently  filed with the
Commission are hereby incorporated by reference in this Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (File No.  000-23971),  filed with the Commission on March 18,
2009  pursuant to Section 13(a) of the  Securities  and Exchange Act of 1934, as
amended (the "Exchange Act");

         b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since the end of the year covered by the Annual  Report on Form 10-K referred to
in (a) above; and

         c) The description of the Company's  common stock contained in the Form
8-A filed with the Commission on September 27, 2002 (File No. 000-23971).

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

         All  information  appearing  in  this  Registration  Statement  and the
prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
Item 6.  Indemnification of Directors and Officers

         Article TENTH of the  Certificate of  Incorporation  of the Company set
forth circumstances under which directors, officers, employees and agents of the
Company  may be insured or  indemnified  against  liability  which they incur in
their capacities as such:

              TENTH:

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         B. The right to indemnification  conferred in Section A of this Article
TENTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director of Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  TENTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

         C. If a claim under Section A or B of this Article TENTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit

                                       4
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise shall be on the Corporation.

         D. The rights to  indemnification  and to the  advancement  of expenses
conferred in this Article  TENTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

         E. The Corporation may maintain  insurance,  at its expense, to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

         F. The Corporation  may, to the extent  authorized from time to time by
the Board of Directors,  grant rights to indemnification  and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                                      Reference to Prior Filing or
Exhibit Number                      Document                                        Exhibit No. Attached Hereto
--------------                      --------                                        ----------------------------
4              Form of Common Stock Certificate                                 *

    5              Opinion of Luse Gorman Pomerenk & Schick, P.C.                   Attached as Exhibit 5

    10             Citizens South Banking Corporation 2008 Equity
                   Incentive Plan                                                   **

    23.1           Consent of Luse Gorman Pomerenk & Schick, P.C.                   Contained in Exhibit 5

    23.2           Consent of Cherry Bekaert & Holland, L.L.P.                      Attached as Exhibit 23.2

    24             Power of Attorney                                                Contained on Signature Page

-------------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form S-1 (File No. 333-91498) filed by the Company under the Securities Act
     of 1933, with the Commission on June 28, 2002, and all amendments or
     reports filed for the purpose of updating such description.
**   Incorporated by reference to Appendix A to the Company's proxy statement
     for the Annual Meeting of Stockholders (File No. 000-23971), filed with the
     Commission on April 10, 2008.
5
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  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this 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 Plan;

         4. 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 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; and

         5.  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.

                                       6
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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Gastonia, State of North
Carolina, on this 3rd day of December, 2009.

                                       CITIZENS SOUTH BANKING CORPORATION

                                  By:  \s\ Kim S. Price
                                       -----------------------------------------
                                       Kim S. Price
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of Citizens  South Banking
Corporation  (the  "Company")  hereby  severally  constitute  and appoint Kim S.
Price,  as our true and lawful  attorney and agent,  to do any and all things in
our names in the  capacities  indicated  below  which said Kim S. Price may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be granted and shares of common stock to be issued upon the exercise of
stock options to be granted under the Citizens  South Banking  Corporation  2008
Equity  Incentive Plan,  including  specifically,  but not limited to, power and
authority  to sign for us in our  names in the  capacities  indicated  below the
registration  statement  and any and all  amendments  (including  post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said Kim
S. Price shall do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
Signatures                             Title                                        Date
----------                             -----                                        ----
\s\ Kim S. Price                       President and                                December 3, 2009
-----------------------------          Chief Executive Officer
Kim S. Price                           (Principal Executive Officer)

\s\ Gary F. Hoskins                    Executive Vice President, Treasurer          December 3, 2009
-----------------------------          and Chief Financial Officer
Gary F. Hoskins                        (Principal Financial and Accounting
                                        Officer)

\s\ David W. Hoyle                     Chairman                                     December 3, 2009
-----------------------------
David W. Hoyle

\s\ Ben R. Rudisill, II                Vice Chairman                                December 3, 2009
-----------------------------
Ben R. Rudisill, II
\s\ James J. Fuller                    Director                                     December 3, 2009
-----------------------------
James J. Fuller

\s\ Charles D. Massey                  Director                                     December 3, 2009
-----------------------------
Charles D. Massey

\s\ Eugene R. Matthews, II             Director                                     December 3, 2009
-----------------------------
Eugene R. Matthews, II
EXHIBIT INDEX
Regulation S-K                                                                      Reference to Prior Filing or
Exhibit Number                      Document                                        Exhibit No. Attached Hereto
--------------                      --------                                        ----------------------------
4              Form of Common Stock Certificate                                 *

    5              Opinion of Luse Gorman Pomerenk & Schick, P.C.                   Attached as Exhibit 5

    10             Citizens South Banking Corporation 2008 Equity
                   Incentive Plan                                                   **

    23.1           Consent of Luse Gorman Pomerenk & Schick, P.C.                   Contained in Exhibit 5

    23.2           Consent of Cherry Bekaert & Holland, L.L.P.                      Attached as Exhibit 23.2

    24             Power of Attorney                                                Contained on Signature Page

-------------------------
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form S-1 (File No. 333-91498) filed by the Company under the Securities Act
     of 1933, with the Commission on June 28, 2002, and all amendments or
     reports filed for the purpose of updating such description.
**   Incorporated by reference to Appendix A to the Company's proxy statement
     for the Annual Meeting of Stockholders (File No. 000-23971), filed with the
     Commission on April 10, 2008.