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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            FIRST SOUTH BANCORP, INC.

             (Exact name of registrant as specified in its charter)

          South Carolina                                      57-1086258
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)

        1450 John B. White Sr., Blvd., Spartanburg, South Carolina 29306
              (Address of principal executive offices and zip code)

                            FIRST SOUTH BANCORP, INC.
                        2005 INCENTIVE STOCK OPTION PLAN

                            FIRST SOUTH BANCORP, INC
                             1996 STOCK OPTION PLAN
                              (Full title of Plans)

           Barry L. Slider                            Copies to:
President and Chief Executive Officer          George S. King, Jr., Esquire
      First South Bancorp, Inc.               Haynsworth Sinkler Boyd, P.A.
 1450 John B. White, Sr., Boulevard    1201 Main Street, 22nd Floor (29201-3226)
   Spartanburg, South Carolina 29306         Post Office Box 11889 (29211-1889)
(Name and address of agent for service)           Columbia, South Carolina

            (864) 595-0455
     (Telephone number, including                       (803) 779-3080
   area code, of agent for service)

<TABLE>
<CAPTION>
                         Calculation of Registration Fee
                                                                                         Proposed
                                                                                          maximum
   Title of securities           Amount to be         Proposed maximum offering     aggregate offering              Amount of
    to be registered             Registered(1)           price per share(2)              price(2)               registration fee
    ----------------             -------------           ------------------              --------               ----------------
Common Stock,
<S>                                 <C>                        <C>                    <C>                           <C>
no par value                        503,646                    $31.30                 $15,764,119.80                $1,855.44
</TABLE>

(1)    Represents  350,000  shares of common  stock to be  registered  under the
       First South Bancorp,  Inc. 2005  Incentive  Stock Option Plan and 153,646
       shares of common stock to be  registered  under the First South  Bancorp,
       Inc. 1996 Stock Option Plan. This registration statement also covers such
       indeterminate  number of  additional  shares as may  become  issuable  to
       prevent dilution in the event of stock splits, stock dividends or similar
       transactions pursuant to the terms of the Plan.

(2)    Estimated  solely for the purpose of  calculating  the  registration  fee
       pursuant to Rule 457(c) under the  Securities  Act of 1933,  based on the
       average of the bid and asked prices reported on September 22, 2005.

                                                         Exhibit Index on page 6


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to persons  chosen to  participate  in the First South
Bancorp,  Inc. 2005 Incentive  Stock Option Plan and/or the First South Bancorp,
Inc. 1996 Stock Option Plan as required by Rule 428(b)(1)  promulgated under the
Securities Act of 1933.

                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 2004.

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

     (c)  The Registrant's  Current Reports on Form 8-K filed February 17, 2005,
          April 28, 2005, May 16, 2005 and September 23, 2005; and

     (d)  The  description  of the  Registrant's  common stock  contained in the
          Registrant's Form 8-A, File No. 000-28037, filed November 12, 1999, as
          amended in Registrant's Form 8-K, filed September 23, 2005, and in any
          subsequent  amendment or report filed for the purpose of updating such
          description.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

         Each of Section 2 of the Registrant's  2005 Incentive Stock Option Plan
and Section 3 of the Registrant's 1996 Stock Option Plan provides that no member
of the Registrant's  Board shall be liable for any action or determination  made


                                       2
<PAGE>

in good faith with respect to such plan or any option granted  thereunder.  Each
plan  further  provides  that  members  of  the  Board  shall  be  eligible  for
indemnification  from the Registrant,  pursuant to the Registrant's  bylaws, for
any expenses,  judgments or other costs  incurred as a result of a lawsuit filed
against  them or any one of them  claiming  any rights or remedies  due to their
participation in the administration of such plan.

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1    First South Bancorp, Inc. 2005 Stock Option Plan

         4.2    First South Bancorp, Inc. 1996 Stock Option Plan

         5      Opinion of Haynsworth Sinkler Boyd, P.A.

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

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

         24     Power of Attorney (included on signature page)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes to:

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

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

          (ii) Reflect in the prospectus any facts or events which, individually
     or  together,  represent a  fundamental  change in the  information  in the
     registration statement;  and notwithstanding the foregoing, any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of a  prospectus  filed with the  Commission
     pursuant to 17 C.F.R. ss.  230.424(b) if, in the aggregate,  the changes in
     the volume  and price  represent  no more than a 20% change in the  maximum
     aggregate offering price set forth in the "Calculation of Registration Fee"
     table in the effective registration statement.

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

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

                                       3
<PAGE>

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

     (e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



                                       4
<PAGE>

                                   SIGNATURES

The Registrant

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Spartanburg, State of South Carolina on September 21,
2005.

         First South Bancorp, Inc.

              s/Barry L. Slider
         By:----------------------------------------------
              Barry L. Slider
              Resident and Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following person in the capacities indicated on
September 21, 2005.

              s/V. Lewis Shuler
         By: ----------------------------------------------
              V. Lewis Shuler
              Executive Vice President and Chief Financial Officer
              (Principal Financial and Principal Accounting Officer)

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 21, 2005.

Signature                                            Title

s/ Harold E. Fleming, M.D.
------------------------------------------           Director
Harold E. Fleming, M.D.

------------------------------------------           Director
Joel C. Griffin

s/ Roger A. Habisreutinger
------------------------------------------           Chairman, Director
Roger A. Habisreutinger

s/ Herman E. Ratchford
------------------------------------------           Director
Herman E. Ratchford

s/ Chandrakant V. Shanbhag
------------------------------------------           Director
Chandrakant V. Shanbhag
 s/ Barry L. Slider
------------------------------------------           President, Chief Executive
Barry L. Slider                                        Officer, Director

s/ David G. White
------------------------------------------           Director
David G. White



                                       5
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT

  4.1          First South Bancorp, Inc. 2005 Incentive Stock Option Plan

  4.2          First South Bancorp, Inc. 1996 Stock Option Plan

  5            Opinion of Haynsworth Sinkler Boyd, P.A.

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

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

  24           Power of Attorney (included on signature page)






































                                       6
[{"type": "S-8", "sequence": "1", "filename": "fsb2005s-8.txt", "secsgml_size_bytes": 16381}]
{"company-data": {"conformed-name": "FIRST SOUTH BANCORP INC", "cik": "0001097631", "assigned-sic": "6036", "irs-number": "571086258", "state-of-incorporation": "SC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-128522", "film-number": "051100181"}, "business-address": {"street1": "1450 REIDVILLE ROAD", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645950455"}, "mail-address": {"street1": "1450 REIDVILLE ROAD", "city": "SPARTANBURG", "state": "SC", "zip": "29306"}}
Registration No. 33-_____
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            FIRST SOUTH BANCORP, INC.

             (Exact name of registrant as specified in its charter)

          South Carolina                                      57-1086258
  (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                          Identification No.)

        1450 John B. White Sr., Blvd., Spartanburg, South Carolina 29306
              (Address of principal executive offices and zip code)

                            FIRST SOUTH BANCORP, INC.
                        2005 INCENTIVE STOCK OPTION PLAN

                            FIRST SOUTH BANCORP, INC
                             1996 STOCK OPTION PLAN
                              (Full title of Plans)

           Barry L. Slider                            Copies to:
President and Chief Executive Officer          George S. King, Jr., Esquire
      First South Bancorp, Inc.               Haynsworth Sinkler Boyd, P.A.
 1450 John B. White, Sr., Boulevard    1201 Main Street, 22nd Floor (29201-3226)
   Spartanburg, South Carolina 29306         Post Office Box 11889 (29211-1889)
(Name and address of agent for service)           Columbia, South Carolina

            (864) 595-0455
     (Telephone number, including                       (803) 779-3080
   area code, of agent for service)
Calculation of Registration Fee
                                                                                         Proposed
                                                                                          maximum
   Title of securities           Amount to be         Proposed maximum offering     aggregate offering              Amount of
    to be registered             Registered(1)           price per share(2)              price(2)               registration fee
    ----------------             -------------           ------------------              --------               ----------------
Common Stock,
no par value                        503,646                    $31.30                 $15,764,119.80                $1,855.44
(1)    Represents  350,000  shares of common  stock to be  registered  under the
       First South Bancorp,  Inc. 2005  Incentive  Stock Option Plan and 153,646
       shares of common stock to be  registered  under the First South  Bancorp,
       Inc. 1996 Stock Option Plan. This registration statement also covers such
       indeterminate  number of  additional  shares as may  become  issuable  to
       prevent dilution in the event of stock splits, stock dividends or similar
       transactions pursuant to the terms of the Plan.

(2)    Estimated  solely for the purpose of  calculating  the  registration  fee
       pursuant to Rule 457(c) under the  Securities  Act of 1933,  based on the
       average of the bid and asked prices reported on September 22, 2005.

                                                         Exhibit Index on page 6
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to persons  chosen to  participate  in the First South
Bancorp,  Inc. 2005 Incentive  Stock Option Plan and/or the First South Bancorp,
Inc. 1996 Stock Option Plan as required by Rule 428(b)(1)  promulgated under the
Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference  herein the following
documents:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 2004.

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

     (c)  The Registrant's  Current Reports on Form 8-K filed February 17, 2005,
          April 28, 2005, May 16, 2005 and September 23, 2005; and

     (d)  The  description  of the  Registrant's  common stock  contained in the
          Registrant's Form 8-A, File No. 000-28037, filed November 12, 1999, as
          amended in Registrant's Form 8-K, filed September 23, 2005, and in any
          subsequent  amendment or report filed for the purpose of updating such
          description.

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

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

         Each of Section 2 of the Registrant's  2005 Incentive Stock Option Plan
and Section 3 of the Registrant's 1996 Stock Option Plan provides that no member
of the Registrant's  Board shall be liable for any action or determination  made

                                       2
in good faith with respect to such plan or any option granted  thereunder.  Each
plan  further  provides  that  members  of  the  Board  shall  be  eligible  for
indemnification  from the Registrant,  pursuant to the Registrant's  bylaws, for
any expenses,  judgments or other costs  incurred as a result of a lawsuit filed
against  them or any one of them  claiming  any rights or remedies  due to their
participation in the administration of such plan.

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1    First South Bancorp, Inc. 2005 Stock Option Plan

         4.2    First South Bancorp, Inc. 1996 Stock Option Plan

         5      Opinion of Haynsworth Sinkler Boyd, P.A.

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

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

         24     Power of Attorney (included on signature page)

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes to:

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

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

          (ii) Reflect in the prospectus any facts or events which, individually
     or  together,  represent a  fundamental  change in the  information  in the
     registration statement;  and notwithstanding the foregoing, any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of a  prospectus  filed with the  Commission
     pursuant to 17 C.F.R. ss.  230.424(b) if, in the aggregate,  the changes in
     the volume  and price  represent  no more than a 20% change in the  maximum
     aggregate offering price set forth in the "Calculation of Registration Fee"
     table in the effective registration statement.

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

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

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

     (e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors,  officers and controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4
SIGNATURES

The Registrant

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Spartanburg, State of South Carolina on September 21,
2005.

         First South Bancorp, Inc.

              s/Barry L. Slider
         By:----------------------------------------------
              Barry L. Slider
              Resident and Chief Executive Officer

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following person in the capacities indicated on
September 21, 2005.

              s/V. Lewis Shuler
         By: ----------------------------------------------
              V. Lewis Shuler
              Executive Vice President and Chief Financial Officer
              (Principal Financial and Principal Accounting Officer)

                                POWER OF ATTORNEY

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 21, 2005.

Signature                                            Title

s/ Harold E. Fleming, M.D.
------------------------------------------           Director
Harold E. Fleming, M.D.

------------------------------------------           Director
Joel C. Griffin

s/ Roger A. Habisreutinger
------------------------------------------           Chairman, Director
Roger A. Habisreutinger

s/ Herman E. Ratchford
------------------------------------------           Director
Herman E. Ratchford

s/ Chandrakant V. Shanbhag
------------------------------------------           Director
Chandrakant V. Shanbhag
 s/ Barry L. Slider
------------------------------------------           President, Chief Executive
Barry L. Slider                                        Officer, Director

s/ David G. White
------------------------------------------           Director
David G. White

                                       5
EXHIBIT INDEX

EXHIBIT

  4.1          First South Bancorp, Inc. 2005 Incentive Stock Option Plan

  4.2          First South Bancorp, Inc. 1996 Stock Option Plan

  5            Opinion of Haynsworth Sinkler Boyd, P.A.

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

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

  24           Power of Attorney (included on signature page)

                                       6