<PAGE> 1

   As filed with the Securities and Exchange Commission on February 1, 2001
                                                Registration No. 333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                          COASTAL FINANCIAL CORPORATION
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                 57-0925911
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                 2619 OAK STREET
                     MYRTLE BEACH, SOUTH CAROLINA 29577-3129
                                 (843) 205-2000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

              COASTAL FINANCIAL CORPORATION 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)
                     -------------------------------------

MICHAEL C. GERALD                         COPIES TO:
PRESIDENT, CHIEF EXECUTIVE                VICTOR L. CANGELOSI, ESQUIRE
OFFICER AND DIRECTOR                      SUZANNE A. WALKER, ESQUIRE
COASTAL FINANCIAL CORPORATION             MULDOON MURPHY & FAUCETTE LLP
2619 OAK STREET                           5101 WISCONSIN AVENUE, N.W.
MYRTLE BEACH, SOUTH CAROLINA 29577-3129   WASHINGTON, DC  20016
(843) 205-2000                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 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 /
<TABLE>
<CAPTION>
==================================================================================================
   Title of each Class of     Amount to be   Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered  Registered(1)   Price Per Share      Offering Price         Fee
--------------------------------------------------------------------------------------------------
     <S>                      <C>             <C>                 <C>                 <C>
     Common Stock              577,500
     $.01 par Value           Shares (2)      $10.31 (3)          $5,954,602          $1,489
==================================================================================================
</TABLE>
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Coastal Financial Corporation 2000 Stock Option Plan (the "Plan") as
     the result of a stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of Coastal Financial Corporation, pursuant to 17
     C.F.R. Section 230.416(a).
(2)  Represents the total number of shares currently reserved or available for
     issuance as options pursuant to the Plan.
(3)  Weighted average price determined by the average exercise price of $9.60
     per share at which options for 162,751 shares under the Plan have been
     granted to date and by $10.59, the market value of the Common Stock on
     January 24, 2001, as determined by the average of the high and low bid
     prices reported on the Nasdaq System as reported in the Wall Street
     Journal, for 414,749 shares for which options have not yet been granted
     under the Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 13
Exhibit Index begins on Page 10


<PAGE> 2



COASTAL FINANCIAL CORPORATION

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The document containing the information for the Coastal Financial
Corporation (the "Company" or the "Registrant") 2000 Stock Option Plan (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). The document is
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000, which includes the consolidated statements of financial
condition of Coastal Financial Corporation and subsidiaries as of September 30,
2000 and 1999, and the related consolidated statements of operations,
stockholders' equity and comprehensive income, and cash flows for each of the
years in the three-year period ended September 30, 2000, together with the
related notes (File No. 0-19684) filed with the SEC.

      (b) The description of the Company's Common Stock contained in the
Company's Form 8-A (File No.0-19684), as filed with the SEC pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12b-15 promulgated thereunder.

      (c) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, 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.


                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Faucette LLP, Washington, D.C., special counsel to the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Company are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the Plan.

      In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Article XVI of the
Registrant's Certificate of Incorporation provide as follows:

                                 INDEMNIFICATION

      A. Persons. The Corporation shall indemnify, to the extent provided in
         -------
paragraphs B, D or F:

            1. Any person who is or was a director, officer, employee, of the
Corporation; and

            2. Any person who serves or served at the Corporation's request as a
director, officer, employee, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      B. Extent -- Derivative Suits. In case of a threatened, pending or
         --------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred by him in connection with the
defense or settlement of the action or the suit.

      C. Standard-- Derivative Suits. In case of a threatened, pending or
         ---------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:

            1. He is successful on the merits or otherwise; or

            2. He acted in good faith in the transaction which is the subject of
the suit or action, and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the Corporation's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XIV of this Certificate) not
approved by the board of directors. However, he shall not be indemnified in
respect of any claim, issue or matter as to which he has been adjudged liable to
the Corporation unless (and only to the extent that) the court in which the suit
was brought shall determine,


                                        3

<PAGE> 4



upon application, that despite the adjudication but in the view of all the
circumstances, he is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.

      D. Extent -- Nonderivative Suits. In case of a threatened, pending or
         -----------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.

      E. Standard-- Nonderivative Suits. In case of a nonderivate suit, a person
         ------------------------------
named in paragraph A shall be indemnified only if:

            1.  he is successful on the merits or otherwise; or

            2. he acted in good faith in the transaction which is the subject of
the nonderivative suit and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, including, but not limited
to, the taking of any and all actions in connection with the Corporation's
response to any tender offer or any offer or proposal of another party to engage
in a Business Combination (as defined in Article XIV of this Certificate) not
approved by the board of directors and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.  The
termination of a nonderivative suit by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent shall not, in itself, create
a presumption that the person failed to satisfy the standard of the paragraph
E.2.

      F. Determination That Standard Has Been Met. A determination that the
         ----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

      1. the board of directors by a majority vote of a quorum consisting of
directors of the Corporation who were not parties to the action, suit or
proceeding; or

      2. Independent legal counsel (appointed by a majority of the disinterested
directors of the Corporation, whether or not a quorum) in a written opinion; or

      3.  the stockholders of the Corporation.

      G. Proration. Anyone making a determination under paragraph F may
         ---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H. Advance Payment. The Corporation may pay in advance any expenses
         ---------------
(including attorney's fees) which may become subject to indemnification under
paragraphs A-G if the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled to
indemnification by the Corporation under paragraphs A-G.


                                        4

<PAGE> 5



      I. Nonexclusive. The indemnification and advancement of expenses provided
         ------------
by paragraphs A-H or otherwise granted pursuant to Delaware law shall not be
exclusive of any other rights to which a person may be entitled by law, bylaw,
vote of stockholders or disinterested directors, or otherwise.

      J. Continuation. The indemnification and advance payment provided by
         ------------
paragraphs A-H shall continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.

      K. Insurance. The Corporation may purchase and maintain insurance on
         ---------
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out
of his status as such, whether or not the Corporation would have power to
indemnify him against such liability under paragraph A-H of this Article XVI.

      L. Savings Clause. If this Article XVI or any portion hereof shall be
         --------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorney's fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.






                                        5

<PAGE> 6



ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of Coastal Financial Corporation.1

      5        Opinion of Muldoon Murphy & Faucette LLP as to the legality of
               the Common Stock to be issued.

      10       Coastal Financial Corporation Stock Option Plan.2

      23.0     Consent of Muldoon Murphy & Faucette LLP (contained in the
               opinion included in Exhibit 5).

      23.1     Consent of KPMG LLP.

      24       Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Company's Registration Statement filed with the SEC.

2 Incorporated herein by reference from Appendix A to the Proxy Statement on
  Form DEF 14A (SEC No. 333-01274) filed with the SEC on December 22, 1999.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

            (i)   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. Notwithstanding
                  the foregoing, any increase or decrease in volume of
                  securities offered (if the total dollar value of securities
                  offered would not exceed that which was registered) and any
                  deviation from the low or high end of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20 percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material information on the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement unless the
                  information required by (i) and (ii) is contained in periodic
                  reports filed by the Registrant pursuant to Section 13 or
                  15(d) of the Exchange Act that are incorporated by reference
                  into this Registration Statement.



                                        6

<PAGE> 7



      (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 thereof.

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

      (4)   That, for purposes of determining any liability under the Securities
            Act, each filing of the Registrant's or the Plan's annual report
            pursuant to Section 13(a) or 15(d) of the Exchange Act 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.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 will be governed by the final adjudication of
such issue.



                                        7

<PAGE> 8



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Coastal Financial
Corporation 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 Myrtle Beach, South Carolina, on February 1,
2001.

                                    COASTAL FINANCIAL CORPORATION



                                    By:   /s/ Michael C. Gerald
                                          --------------------------------------
                                          Michael C. Gerald
                                          President, Chief Executive Officer and
                                          Director

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

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Gerald) constitutes and appoints Michael C. Gerald as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.


    Name                            Title                         Date
    ----                            -----                         ----


/s/ James T. Clemmons          Chairman of the Board            February 1, 2001
-------------------------
James T. Clemmons


/s/ Michael C. Gerald          President, Chief Executive       February 1, 2001
-------------------------      Officer and Director
Michael C. Gerald              (principal executive officer)


/s/ Jerry L. Rexroad           Executive Vice President and     February 1, 2001
-------------------------      Chief Financial Officer
Jerry L. Rexroad               (principal financial and
                               accounting officer)




                                        8

<PAGE> 9



                               Director
---------------------------
Frank A. Thompson, II



/s/ James C. Benton            Director                         February 1, 2001
---------------------------
James C. Benton


                               Director
---------------------------
James P. Creel


                               Director
---------------------------
James H. Dusenbury


/s/ G. David Bishop            Director                         February 1, 2001
---------------------------
G. David Bishop




                                        9

<PAGE> 10

<TABLE>
<CAPTION>


                                                  EXHIBIT INDEX
                                                  -------------


                                                                                                     Sequentially
                                                                                                       Numbered
                                                                                                         Page
 Exhibit No.     Description                   Method of Filing                                        Location
------------     -------------------------     -------------------------------------------------      ----------
    <S>          <C>                           <C>                                                         <C>
      4          Stock Certificate of          Incorporated herein by reference from the Exhibit           --
                 Coastal Financial             of the same number contained in the Registrant's
                 Corporation.                  Registration Statement filed with the SEC.

     10          Coastal Financial             Incorporated herein by reference from Appendix A            --
                 Corporation Stock             to the Proxy Statement on form DEF 14A (SEC
                 Option Plan                   No. 333-01274) filed with the SEC on December
                                               22, 1999.

      5          Opinion of MM&F               Filed herewith.                                              11

    23.0         Consent of MM&F               Contained in Exhibit 5.                                      --

    23.1         Consent of KPMG               Filed herewith.                                              13
                 LLP

     24          Power of Attorney             Located on the signature page.                               --

</TABLE>



                                       10
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{"company-data": {"conformed-name": "COASTAL FINANCIAL CORP /DE", "cik": "0000935930", "assigned-sic": "6035", "irs-number": "570925911", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54794", "film-number": "1521824"}, "business-address": {"street1": "2619 NORTH OAK", "city": "MYRTLE BEACH", "state": "SC", "zip": "29577-3129", "phone": "8434485151"}}
1

   As filed with the Securities and Exchange Commission on February 1, 2001
                                                Registration No. 333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                          COASTAL FINANCIAL CORPORATION
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                 57-0925911
(state or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                 2619 OAK STREET
                     MYRTLE BEACH, SOUTH CAROLINA 29577-3129
                                 (843) 205-2000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

              COASTAL FINANCIAL CORPORATION 2000 STOCK OPTION PLAN
                            (Full Title of the Plan)
                     -------------------------------------

MICHAEL C. GERALD                         COPIES TO:
PRESIDENT, CHIEF EXECUTIVE                VICTOR L. CANGELOSI, ESQUIRE
OFFICER AND DIRECTOR                      SUZANNE A. WALKER, ESQUIRE
COASTAL FINANCIAL CORPORATION             MULDOON MURPHY & FAUCETTE LLP
2619 OAK STREET                           5101 WISCONSIN AVENUE, N.W.
MYRTLE BEACH, SOUTH CAROLINA 29577-3129   WASHINGTON, DC  20016
(843) 205-2000                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 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 /
==================================================================================================
   Title of each Class of     Amount to be   Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered  Registered(1)   Price Per Share      Offering Price         Fee
--------------------------------------------------------------------------------------------------
Common Stock              577,500
     $.01 par Value           Shares (2)      $10.31 (3)          $5,954,602          $1,489
==================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Coastal Financial Corporation 2000 Stock Option Plan (the "Plan") as
     the result of a stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of Coastal Financial Corporation, pursuant to 17
     C.F.R. Section 230.416(a).
(2)  Represents the total number of shares currently reserved or available for
     issuance as options pursuant to the Plan.
(3)  Weighted average price determined by the average exercise price of $9.60
     per share at which options for 162,751 shares under the Plan have been
     granted to date and by $10.59, the market value of the Common Stock on
     January 24, 2001, as determined by the average of the high and low bid
     prices reported on the Nasdaq System as reported in the Wall Street
     Journal, for 414,749 shares for which options have not yet been granted
     under the Plan.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages 13
Exhibit Index begins on Page 10
2

COASTAL FINANCIAL CORPORATION

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The document containing the information for the Coastal Financial
Corporation (the "Company" or the "Registrant") 2000 Stock Option Plan (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). The document is
not filed with the Securities and Exchange Commission (the "SEC") either as a
part of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2000, which includes the consolidated statements of financial
condition of Coastal Financial Corporation and subsidiaries as of September 30,
2000 and 1999, and the related consolidated statements of operations,
stockholders' equity and comprehensive income, and cash flows for each of the
years in the three-year period ended September 30, 2000, together with the
related notes (File No. 0-19684) filed with the SEC.

      (b) The description of the Company's Common Stock contained in the
Company's Form 8-A (File No.0-19684), as filed with the SEC pursuant to Section
12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12b-15 promulgated thereunder.

      (c) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, 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.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Faucette LLP, Washington, D.C., special counsel to the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Company are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the Plan.

      In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Article XVI of the
Registrant's Certificate of Incorporation provide as follows:

                                 INDEMNIFICATION

      A. Persons. The Corporation shall indemnify, to the extent provided in
         -------
paragraphs B, D or F:

            1. Any person who is or was a director, officer, employee, of the
Corporation; and

            2. Any person who serves or served at the Corporation's request as a
director, officer, employee, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      B. Extent -- Derivative Suits. In case of a threatened, pending or
         --------------------------
completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts paid in
settlement) actually and reasonably incurred by him in connection with the
defense or settlement of the action or the suit.

      C. Standard-- Derivative Suits. In case of a threatened, pending or
         ---------------------------
completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:

            1. He is successful on the merits or otherwise; or

            2. He acted in good faith in the transaction which is the subject of
the suit or action, and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the Corporation's response
to any tender offer or any offer or proposal of another party to engage in a
Business Combination (as defined in Article XIV of this Certificate) not
approved by the board of directors. However, he shall not be indemnified in
respect of any claim, issue or matter as to which he has been adjudged liable to
the Corporation unless (and only to the extent that) the court in which the suit
was brought shall determine,

                                        3
4

upon application, that despite the adjudication but in the view of all the
circumstances, he is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.

      D. Extent -- Nonderivative Suits. In case of a threatened, pending or
         -----------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts actually and reasonably incurred by him in connection with the defense
or settlement of the nonderivative suit, including, but not limited to (i)
expenses (including attorneys' fees), (ii) amounts paid in settlement, (iii)
judgments, and (iv) fines.

      E. Standard-- Nonderivative Suits. In case of a nonderivate suit, a person
         ------------------------------
named in paragraph A shall be indemnified only if:

            1.  he is successful on the merits or otherwise; or

            2. he acted in good faith in the transaction which is the subject of
the nonderivative suit and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, including, but not limited
to, the taking of any and all actions in connection with the Corporation's
response to any tender offer or any offer or proposal of another party to engage
in a Business Combination (as defined in Article XIV of this Certificate) not
approved by the board of directors and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.  The
termination of a nonderivative suit by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent shall not, in itself, create
a presumption that the person failed to satisfy the standard of the paragraph
E.2.

      F. Determination That Standard Has Been Met. A determination that the
         ----------------------------------------
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

      1. the board of directors by a majority vote of a quorum consisting of
directors of the Corporation who were not parties to the action, suit or
proceeding; or

      2. Independent legal counsel (appointed by a majority of the disinterested
directors of the Corporation, whether or not a quorum) in a written opinion; or

      3.  the stockholders of the Corporation.

      G. Proration. Anyone making a determination under paragraph F may
         ---------
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H. Advance Payment. The Corporation may pay in advance any expenses
         ---------------
(including attorney's fees) which may become subject to indemnification under
paragraphs A-G if the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that he is not entitled to
indemnification by the Corporation under paragraphs A-G.

                                        4
5

      I. Nonexclusive. The indemnification and advancement of expenses provided
         ------------
by paragraphs A-H or otherwise granted pursuant to Delaware law shall not be
exclusive of any other rights to which a person may be entitled by law, bylaw,
vote of stockholders or disinterested directors, or otherwise.

      J. Continuation. The indemnification and advance payment provided by
         ------------
paragraphs A-H shall continue as to a person who has ceased to hold a position
named in paragraph A and shall inure to his heirs, executors and administrators.

      K. Insurance. The Corporation may purchase and maintain insurance on
         ---------
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by him in any such position, or arising out
of his status as such, whether or not the Corporation would have power to
indemnify him against such liability under paragraph A-H of this Article XVI.

      L. Savings Clause. If this Article XVI or any portion hereof shall be
         --------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorney's fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        5
6

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of Coastal Financial Corporation.1

      5        Opinion of Muldoon Murphy & Faucette LLP as to the legality of
               the Common Stock to be issued.

      10       Coastal Financial Corporation Stock Option Plan.2

      23.0     Consent of Muldoon Murphy & Faucette LLP (contained in the
               opinion included in Exhibit 5).

      23.1     Consent of KPMG LLP.

      24       Power of Attorney is located on the signature pages.
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Company's Registration Statement filed with the SEC.

2 Incorporated herein by reference from Appendix A to the Proxy Statement on
  Form DEF 14A (SEC No. 333-01274) filed with the SEC on December 22, 1999.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

            (i)   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. Notwithstanding
                  the foregoing, any increase or decrease in volume of
                  securities offered (if the total dollar value of securities
                  offered would not exceed that which was registered) and any
                  deviation from the low or high end of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20 percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material information on the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement unless the
                  information required by (i) and (ii) is contained in periodic
                  reports filed by the Registrant pursuant to Section 13 or
                  15(d) of the Exchange Act that are incorporated by reference
                  into this Registration Statement.

                                        6
7

      (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 thereof.

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

      (4)   That, for purposes of determining any liability under the Securities
            Act, each filing of the Registrant's or the Plan's annual report
            pursuant to Section 13(a) or 15(d) of the Exchange Act 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.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, 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 trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 will be governed by the final adjudication of
such issue.

                                        7
8

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, Coastal Financial
Corporation 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 Myrtle Beach, South Carolina, on February 1,
2001.

                                    COASTAL FINANCIAL CORPORATION

                                    By:   /s/ Michael C. Gerald
                                          --------------------------------------
                                          Michael C. Gerald
                                          President, Chief Executive Officer and
                                          Director

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

      KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Gerald) constitutes and appoints Michael C. Gerald as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

    Name                            Title                         Date
    ----                            -----                         ----

/s/ James T. Clemmons          Chairman of the Board            February 1, 2001
-------------------------
James T. Clemmons

/s/ Michael C. Gerald          President, Chief Executive       February 1, 2001
-------------------------      Officer and Director
Michael C. Gerald              (principal executive officer)

/s/ Jerry L. Rexroad           Executive Vice President and     February 1, 2001
-------------------------      Chief Financial Officer
Jerry L. Rexroad               (principal financial and
                               accounting officer)

                                        8
9

                               Director
---------------------------
Frank A. Thompson, II

/s/ James C. Benton            Director                         February 1, 2001
---------------------------
James C. Benton

                               Director
---------------------------
James P. Creel

                               Director
---------------------------
James H. Dusenbury

/s/ G. David Bishop            Director                         February 1, 2001
---------------------------
G. David Bishop

                                        9
10
EXHIBIT INDEX
                                                  -------------

                                                                                                     Sequentially
                                                                                                       Numbered
                                                                                                         Page
 Exhibit No.     Description                   Method of Filing                                        Location
------------     -------------------------     -------------------------------------------------      ----------
4          Stock Certificate of          Incorporated herein by reference from the Exhibit           --
                 Coastal Financial             of the same number contained in the Registrant's
                 Corporation.                  Registration Statement filed with the SEC.

     10          Coastal Financial             Incorporated herein by reference from Appendix A            --
                 Corporation Stock             to the Proxy Statement on form DEF 14A (SEC
                 Option Plan                   No. 333-01274) filed with the SEC on December
                                               22, 1999.

      5          Opinion of MM&F               Filed herewith.                                              11

    23.0         Consent of MM&F               Contained in Exhibit 5.                                      --

    23.1         Consent of KPMG               Filed herewith.                                              13
                 LLP

     24          Power of Attorney             Located on the signature page.                               --
10