Registration No. 333-______

    As filed with the Securities and Exchange Commission on February 14, 2003


                       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)

                              245 West Main Avenue
                         Gastonia, North Carolina 28052
                    (Address of Principal Executive Offices)


                                  Kim S. Price
                              245 West Main Avenue
                         Gastonia, North Carolina 28052
                     (Name and Address of Agent for Service)



          Citizens South Bank Employees' Savings & Profit Sharing Plan
                            (Full Title of the Plan)


                                   Copies to:

Kim S. Price                              John J. Gorman
President and Chief Executive Officer     Luse Gorman Pomerenk & Schick, P.C.
Citizens South Banking Corporation        5335 Wisconsin Avenue, N.W., Suite 400
245 West Main Avenue                      Washington, D.C.  20015
Gastonia, North Carolina 28052            (202) 274-2000
(704) 868-5200



         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|


<PAGE>
<TABLE>
<CAPTION>

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

<S>                                <C>                   <C>                   <C>                     <C>
   401(k) Participation
        Interests                  (1)                   __                     __                     (2)
====================================================================================================================

______________
(1) In accordance with Regulation ss.230.416(c), the amount to be registered is
    an indeterminate number of interests in the Citizens South Bank Employees'
    Savings & Profit Sharing Plan.
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

</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

         This   Registration   Statement  relates  to  the  registration  of  an
indeterminate  number of  participation  interests  in the  Citizens  South Bank
Employees'  Savings & Profit  Sharing Plan (the "Plan"),  formerly  known as the
Gaston  Federal  Bank  Savings  &  Profit  Sharing  Plan  and  Trust.  Documents
containing the information required by Part I of the Registration Statement have
been or will be sent or given to  participants  in the  Plan,  as  specified  by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following  documents  previously or concurrently  filed by Citizens
South  Banking  Corporation  (the  "Company")  with the  Commission  are  hereby
incorporated by reference in this Registration Statement:

         a) (1) The  Company's  Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001 (Commission File No. 000-23971), filed with the Commsion
on March 29, 2002  pursuant to Section 13(a) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act");

            (2) The  Company's Annual  Report on  Form 11-K for the  fiscal year
ended  December  31,  2001  (Commission  File No.  000-23971),  filed  with  the
Commission on June 27, 2002 pursuant  to Section 15(d) of the Exchange Act;

         b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to in (a) above; and

         c) The  description  of the  Company's  common  stock  contained in the
Registration  Statement on Form 8-A filed with the  Commission  on September 27,
2002 (Commission 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.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Kim S.
Price,   President  and  Chief   Executive   Officer,   Citizens  South  Banking
Corporation,  245 West Main Avenue,  Gastonia,  North Carolina 28053,  telephone
number (740) 868-5200.

         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.


                                       3
<PAGE>

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Article TENTH of the Certificate of  Incorporation  of the Company sets
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


                                       4
<PAGE>

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  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

    10.1        Citizens South Bank Employees' Savings & Profit               Attached as Exhibit 10.1
                Sharing Plan and related amendments and board resolutions.

    10.2        Adoption Agreement for Citizens South Bank                    Attached as Exhibit 10.2
                Employees' Savings & Profit Sharing Plan

    10.3        Summary Plan Description of Citizens South Bank               Attached as Exhibit 10.3
                Employees' Savings & Profit Sharing Plan

</TABLE>

                                       5
<PAGE>
<TABLE>
<S>             <C>                                                           <C>
    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

    99          Prospectus Supplement.                                                *
</TABLE>

______________________
* Incorporated by reference to the Registration Statement on Form S-1
(Commission File No. 333-91498), originally filed by the Company under the
Securities Act of 1933 with the Commission on June 28, 2002.

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  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.


<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 10th day of February, 2003.

                                         CITIZENS SOUTH BANKING CORPORATION


Date: February 10, 2003                  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 issued pursuant to the Citizens South Bank Employees' Savings &
Profit Sharing 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, Chief Executive               February 10, 2003
----------------------                   Officer and Director (Principal
Kim S. Price                             Executive Officer)


/s/ Gary F. Hoskins                      Executive Vice President,                February 10, 2003
----------------------                   Treasurer and Chief Financial
Gary F. Hoskins                          Officer (Principal Financial and
                                         Accounting Officer)

/s/ David W. Hoyle                       Chairman                                 February 10, 2003
----------------------
David W. Hoyle


/s/ Ben R. Rudisill, II                  Vice Chairman                            February 10, 2003
----------------------
Ben R. Rudisill, II


                                         Director                                 ____________________
----------------------
Martha B. Beal

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                      <C>                                      <C>
/s/ James J. Fuller                      Director                                 February 10, 2003
----------------------
James J. Fuller


/s/ Charles D. Massey                    Director                                 February 10, 2003
----------------------
Charles D. Massey


/s/ Eugene R. Matthews, II               Director                                 February 10, 2003
----------------------
Eugene R. Matthews, II
</TABLE>




<PAGE>





         THE PLAN. Pursuant to requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on February 11, 2003.

                                          Citizens South Bank Employees' Savings
                                          & Profit Sharing Plan


                                          By:  /s/ Andy Caramanno
                                               ---------------------------------
                                               Andy Caramanno, Asst. V.P.
                                               (Duly authorized representative
                                               of Bank of New York, trustee of
                                               the Plan)






<PAGE>


                                  EXHIBIT INDEX


Exhibit Number             Description

         4        Form of Common Stock Certificate (incorporated by reference to
                  the  Registration  Statement on Form S-1 (Commission  File No.
                  333-91498),   originally   filed  by  the  Company  under  the
                  Securities Act of 1933 with the Commission on June 28, 2002).

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

         10.1     Citizens South Bank  Employees'  Savings & Profit Sharing Plan
                  and related amendments and board resolutions.

         10.2     Adoption  Agreement for Citizens South Bank Employees' Savings
                  & Profit Sharing Plan

         10.3     Summary Plan Description of Citizens South Bank Employees'
                  Savings & Profit Sharing Plan

         23.1     Consent of Luse Gorman Pomerenk & Schick,  P.C.  (contained in
                  the opinion included as Exhibit 5).

         23.2     Consent of Cherry, Bekaert & Holland, L.L.P.

         24       Power of Attorney  (contained  in the  signature  page to this
                  Registration Statement).

         99       Prospectus  Supplement   (incorporated  by  reference  to  the
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-91498),   originally   filed  by  the  Company  under  the
                  Securities Act of 1933 with the Commission on June 28, 2002).
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "secsgml_size_bytes": 26088}]
{"company-data": {"conformed-name": "CITIZENS SOUTH BANKING CORP", "cik": "0001051871", "assigned-sic": "6035", "irs-number": "562063438", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103218", "film-number": "03564493"}, "business-address": {"street1": "245 WEST MAIN STREET", "city": "GASTONIA", "state": "NC", "zip": "28053", "phone": "7048685200"}, "mail-address": {"street1": "245 WEST MAIN STREET", "city": "GASTONIA", "state": "NC", "zip": "28053"}, "former-company": {"former-conformed-name": "GASTON FEDERAL BANCORP INC", "date-changed": "19971222"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on February 14, 2003

                       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)

                              245 West Main Avenue
                         Gastonia, North Carolina 28052
                    (Address of Principal Executive Offices)

                                  Kim S. Price
                              245 West Main Avenue
                         Gastonia, North Carolina 28052
                     (Name and Address of Agent for Service)

          Citizens South Bank Employees' Savings & Profit Sharing Plan
                            (Full Title of the Plan)

                                   Copies to:

Kim S. Price                              John J. Gorman
President and Chief Executive Officer     Luse Gorman Pomerenk & Schick, P.C.
Citizens South Banking Corporation        5335 Wisconsin Avenue, N.W., Suite 400
245 West Main Avenue                      Washington, D.C.  20015
Gastonia, North Carolina 28052            (202) 274-2000
(704) 868-5200

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |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
--------------------------------------------------------------------------------------------------------------------
401(k) Participation
        Interests                  (1)                   __                     __                     (2)
====================================================================================================================

______________
(1) In accordance with Regulation ss.230.416(c), the amount to be registered is
    an indeterminate number of interests in the Citizens South Bank Employees'
    Savings & Profit Sharing Plan.
(2) Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
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

         This   Registration   Statement  relates  to  the  registration  of  an
indeterminate  number of  participation  interests  in the  Citizens  South Bank
Employees'  Savings & Profit  Sharing Plan (the "Plan"),  formerly  known as the
Gaston  Federal  Bank  Savings  &  Profit  Sharing  Plan  and  Trust.  Documents
containing the information required by Part I of the Registration Statement have
been or will be sent or given to  participants  in the  Plan,  as  specified  by
Securities Act Rule 428(b)(1).  Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following  documents  previously or concurrently  filed by Citizens
South  Banking  Corporation  (the  "Company")  with the  Commission  are  hereby
incorporated by reference in this Registration Statement:

         a) (1) The  Company's  Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001 (Commission File No. 000-23971), filed with the Commsion
on March 29, 2002  pursuant to Section 13(a) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act");

            (2) The  Company's Annual  Report on  Form 11-K for the  fiscal year
ended  December  31,  2001  (Commission  File No.  000-23971),  filed  with  the
Commission on June 27, 2002 pursuant  to Section 15(d) of the Exchange Act;

         b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to in (a) above; and

         c) The  description  of the  Company's  common  stock  contained in the
Registration  Statement on Form 8-A filed with the  Commission  on September 27,
2002 (Commission 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.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Kim S.
Price,   President  and  Chief   Executive   Officer,   Citizens  South  Banking
Corporation,  245 West Main Avenue,  Gastonia,  North Carolina 28053,  telephone
number (740) 868-5200.

         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.

                                       3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Article TENTH of the Certificate of  Incorporation  of the Company sets
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

                                       4
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  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

    10.1        Citizens South Bank Employees' Savings & Profit               Attached as Exhibit 10.1
                Sharing Plan and related amendments and board resolutions.

    10.2        Adoption Agreement for Citizens South Bank                    Attached as Exhibit 10.2
                Employees' Savings & Profit Sharing Plan

    10.3        Summary Plan Description of Citizens South Bank               Attached as Exhibit 10.3
                Employees' Savings & Profit Sharing Plan
5
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

    99          Prospectus Supplement.                                                *
______________________
* Incorporated by reference to the Registration Statement on Form S-1
(Commission File No. 333-91498), originally filed by the Company under the
Securities Act of 1933 with the Commission on June 28, 2002.

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  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.
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 10th day of February, 2003.

                                         CITIZENS SOUTH BANKING CORPORATION

Date: February 10, 2003                  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 issued pursuant to the Citizens South Bank Employees' Savings &
Profit Sharing 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, Chief Executive               February 10, 2003
----------------------                   Officer and Director (Principal
Kim S. Price                             Executive Officer)

/s/ Gary F. Hoskins                      Executive Vice President,                February 10, 2003
----------------------                   Treasurer and Chief Financial
Gary F. Hoskins                          Officer (Principal Financial and
                                         Accounting Officer)

/s/ David W. Hoyle                       Chairman                                 February 10, 2003
----------------------
David W. Hoyle

/s/ Ben R. Rudisill, II                  Vice Chairman                            February 10, 2003
----------------------
Ben R. Rudisill, II

                                         Director                                 ____________________
----------------------
Martha B. Beal
/s/ James J. Fuller                      Director                                 February 10, 2003
----------------------
James J. Fuller

/s/ Charles D. Massey                    Director                                 February 10, 2003
----------------------
Charles D. Massey

/s/ Eugene R. Matthews, II               Director                                 February 10, 2003
----------------------
Eugene R. Matthews, II
THE PLAN. Pursuant to requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on February 11, 2003.

                                          Citizens South Bank Employees' Savings
                                          & Profit Sharing Plan

                                          By:  /s/ Andy Caramanno
                                               ---------------------------------
                                               Andy Caramanno, Asst. V.P.
                                               (Duly authorized representative
                                               of Bank of New York, trustee of
                                               the Plan)
EXHIBIT INDEX

Exhibit Number             Description

         4        Form of Common Stock Certificate (incorporated by reference to
                  the  Registration  Statement on Form S-1 (Commission  File No.
                  333-91498),   originally   filed  by  the  Company  under  the
                  Securities Act of 1933 with the Commission on June 28, 2002).

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

         10.1     Citizens South Bank  Employees'  Savings & Profit Sharing Plan
                  and related amendments and board resolutions.

         10.2     Adoption  Agreement for Citizens South Bank Employees' Savings
                  & Profit Sharing Plan

         10.3     Summary Plan Description of Citizens South Bank Employees'
                  Savings & Profit Sharing Plan

         23.1     Consent of Luse Gorman Pomerenk & Schick,  P.C.  (contained in
                  the opinion included as Exhibit 5).

         23.2     Consent of Cherry, Bekaert & Holland, L.L.P.

         24       Power of Attorney  (contained  in the  signature  page to this
                  Registration Statement).

         99       Prospectus  Supplement   (incorporated  by  reference  to  the
                  Registration  Statement  on  Form  S-1  (Commission  File  No.
                  333-91498),   originally   filed  by  the  Company  under  the
                  Securities Act of 1933 with the Commission on June 28, 2002).