As filed with the Securities and Exchange Commission on July 21, 2000
                                                      Registration No. 333-49759
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  ---------------------------------------------
                        POST-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            FIRST SOUTH BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

   VIRGINIA                                                      56-1999749
--------------------------------                             ------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                       1311 CAROLINA AVENUE, P.O. BOX 2047
                        WASHINGTON, NORTH CAROLINA 27889
                                 (252) 946-4178
                    ----------------------------------------
                    (Address of Principal Executive Offices)

              FIRST SOUTH BANCORP, INC. MANAGEMENT RECOGNITION PLAN
          FIRST SOUTH BANCORP, INC. 1997 STOCK OPTION PLAN, AS AMENDED
          ------------------------------------------------------------
                            (Full Title of the Plan)

                           GARY R. BRONSTEIN, ESQUIRE
                           JOEL E. RAPPOPORT, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
                        1220 19TH STREET N.W., SUITE 700
                             WASHINGTON, D.C. 20036
                -------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (202) 822-9611
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
================================================================================================================
     Title of                                     Proposed Maximum      Proposed Maximum         Amount Of
   Securities to              Amount To Be         Offering Price           Aggregate          Registration
   Be Registered               Registered             Per Share          Offering Price             Fee
----------------------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>                 <C>                  <C>
Common Stock,
$.01 par value                 961,918 (1)           $19.69 (2)          $21,013,475 (3)      $5,985.77 (4)
================================================================================================================
<FN>
(1)  Maximum  number of shares issued or issuable under the First South Bancorp,
     Inc.  Management  Recognition Plan (174,570 shares, as adjusted for the 50%
     stock dividend paid on August 19, 1998) and First South Bancorp,  Inc. 1997
     Stock  Option Plan,  as amended  (787,348  shares,  as adjusted for the 50%
     stock  dividend paid on August 19, 1998 and as amended on February 17, 2000
     to increase the number of shares issuable by 350,923 shares from 436,425 to
     787,348),  as such amounts may be increased in accordance with said plan in
     the event of a merger,  consolidation,  recapitalization,  stock  dividend,
     stock split or similar event involving the Registrant.
(2)  350,923 shares are being registered  hereby in connection with an amendment
     of the Stock  Option  Plan to  increase  the number of shares  issuable  by
     350,923,  from  436,425 to  787,348.  None of the  additional  350,923  are
     presently  subject to option.  Accordingly,  pursuant to Rule  457(c),  all
     350,923 shares are being  registered based upon the average of the high and
     low selling prices of the common stock of the Registrant as reported on the
     Nasdaq  National  Market  System  on July  18,  2000 of  $19.69  per  share
     ($6,909,674  in  the  aggregate).   Therefore,  the  total  amount  of  the
     additional fee for the 350,923 shares being registered herein is $1,824.15.
(3)  Includes  aggregate  maximum  offering  price  calculated  pursuant to Rate
     457(h) for 610,995 previously registered shares ($14,103,801).
(4)  A  registration  fee of $4,160.62  was paid on April 9, 1998 in  connection
     with the  registration  of 610,995  shares,  as adjusted  for the 50% stock
     dividend paid on August 19, 1998.
</FN>
</TABLE>
<PAGE>

     The   contents  of  the  previous   Registration   Statement  on  Form  S-8
(Registration No. 333-49759) are incorporated herein by reference.

ITEM 8.           EXHIBITS
------            --------

     For a list of all exhibits  filed or included as part of this  Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Washington,  State of North Carolina, on the 20th day
of July, 2000.

                               FIRST SOUTH BANCORP, INC.



                               By: /s/ Thomas A Vann
                                   ----------------------------------------
                                   Thomas A. Vann
                                   President
                                   (Duly Authorized Representative)

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
       Signatures                                         Title                                   Date
       ----------                                         -----                                   ----
<S>                                                  <C>                                         <C>
/s/ Thomas A. Vann                                   President and Director                      July 20, 2000
--------------------------------------------         (Principal Executive Officer)
Thomas A. Vann


/s/ William L. Wall                                  Executive Vice President and                July 20, 2000
--------------------------------------------         Chief Financial Officer
William L. Wall                                      (Principal Financial and
                                                     Accounting Officer)

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Edmund T. Buckman, Jr.

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Linley H. Gibbs, Jr.

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Frederick N. Holscher

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Frederick N. Holscher

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Charles E. Parker, Jr.

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Marshall T. Singleton

/s/ H.D. Reaves, Jr.                                 Director                                    July 20, 2000
--------------------------------------------
H. D. Reaves, Jr.

*  By: /s/ Thomas A. Vann
       -------------------------------------
         Thomas A. Vann
         Attorney-in-Fact
</TABLE>

<PAGE>



                                INDEX TO EXHIBITS

Exhibit           Description
-------           -----------

* 5               Opinion of Housley Kantarian & Bronstein, P.C. as to the
                  legality of the Common Stock being registered

*23.1            Consent of Housley Kantarian & Bronstein, P.C. (appears in
                  their opinion filed as Exhibit 5)

*23.2             Consent of Coopers & Lybrand L.L.P.

*24               Power of Attorney

*99.1             First South Bancorp, Inc. Management Recognition Plan, Trust
                  Agreement under the First South Bancorp, Inc. Management
                  Recognition Plan, and Notice of Removal of Trustee

99.2              First South Bancorp, Inc. 1997 Stock Option Plan, as amended

*99.3             Form of Stock Option Agreement to be entered into with
                  Optionees with respect to Incentive Stock Options granted
                  under the First South Bancorp, Inc. 1997 Stock Option Plan,
                  as amended

*99.4             Form of Stock Option Agreement to be entered into with
                  Optionees with respect to Non-Incentive Stock Options granted
                  under the First South Bancorp, Inc. 1997 Stock Option Plan,
                  as amended

*99.5             Notice of MRP Award

*99.6             Memorandum concerning taxation of MRP Awards and associated
                  election form

----------
*  Previously filed under Registration Statement on Form S-8
   (Registration No. 333-49759) on April 9, 1998.
[{"type": "S-8", "sequence": "1", "filename": "fms8mrpsop-1849.txt", "description": "FORM S-8 (MRP & SOP) FIRST SOUTH BANCORP", "secsgml_size_bytes": 10316}]
{"company-data": {"conformed-name": "FIRST SOUTH BANCORP INC /VA/", "cik": "0001027183", "assigned-sic": "6022", "irs-number": "561999749", "state-of-incorporation": "VA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104144", "film-number": "03627939"}, "business-address": {"street1": "1311 CAROLINA AVE", "city": "WASHINGTON", "state": "NC", "zip": "27889", "phone": "2529464178"}, "mail-address": {"street1": "1311 CAROLINA AVENUE", "city": "WASHINGTON", "state": "NC", "zip": "27889"}, "former-company": {"former-conformed-name": "NEWSOUTH BANCORP INC", "date-changed": "19961115"}}
As filed with the Securities and Exchange Commission on July 21, 2000
                                                      Registration No. 333-49759
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                  ---------------------------------------------
                        POST-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            FIRST SOUTH BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

   VIRGINIA                                                      56-1999749
--------------------------------                             ------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                       1311 CAROLINA AVENUE, P.O. BOX 2047
                        WASHINGTON, NORTH CAROLINA 27889
                                 (252) 946-4178
                    ----------------------------------------
                    (Address of Principal Executive Offices)

              FIRST SOUTH BANCORP, INC. MANAGEMENT RECOGNITION PLAN
          FIRST SOUTH BANCORP, INC. 1997 STOCK OPTION PLAN, AS AMENDED
          ------------------------------------------------------------
                            (Full Title of the Plan)

                           GARY R. BRONSTEIN, ESQUIRE
                           JOEL E. RAPPOPORT, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & Bronstein, LLP
                        1220 19TH STREET N.W., SUITE 700
                             WASHINGTON, D.C. 20036
                -------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (202) 822-9611
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================================================
     Title of                                     Proposed Maximum      Proposed Maximum         Amount Of
   Securities to              Amount To Be         Offering Price           Aggregate          Registration
   Be Registered               Registered             Per Share          Offering Price             Fee
----------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                 961,918 (1)           $19.69 (2)          $21,013,475 (3)      $5,985.77 (4)
================================================================================================================
(1)  Maximum  number of shares issued or issuable under the First South Bancorp,
     Inc.  Management  Recognition Plan (174,570 shares, as adjusted for the 50%
     stock dividend paid on August 19, 1998) and First South Bancorp,  Inc. 1997
     Stock  Option Plan,  as amended  (787,348  shares,  as adjusted for the 50%
     stock  dividend paid on August 19, 1998 and as amended on February 17, 2000
     to increase the number of shares issuable by 350,923 shares from 436,425 to
     787,348),  as such amounts may be increased in accordance with said plan in
     the event of a merger,  consolidation,  recapitalization,  stock  dividend,
     stock split or similar event involving the Registrant.
(2)  350,923 shares are being registered  hereby in connection with an amendment
     of the Stock  Option  Plan to  increase  the number of shares  issuable  by
     350,923,  from  436,425 to  787,348.  None of the  additional  350,923  are
     presently  subject to option.  Accordingly,  pursuant to Rule  457(c),  all
     350,923 shares are being  registered based upon the average of the high and
     low selling prices of the common stock of the Registrant as reported on the
     Nasdaq  National  Market  System  on July  18,  2000 of  $19.69  per  share
     ($6,909,674  in  the  aggregate).   Therefore,  the  total  amount  of  the
     additional fee for the 350,923 shares being registered herein is $1,824.15.
(3)  Includes  aggregate  maximum  offering  price  calculated  pursuant to Rate
     457(h) for 610,995 previously registered shares ($14,103,801).
(4)  A  registration  fee of $4,160.62  was paid on April 9, 1998 in  connection
     with the  registration  of 610,995  shares,  as adjusted  for the 50% stock
     dividend paid on August 19, 1998.
The   contents  of  the  previous   Registration   Statement  on  Form  S-8
(Registration No. 333-49759) are incorporated herein by reference.

ITEM 8.           EXHIBITS
------            --------

     For a list of all exhibits  filed or included as part of this  Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Washington,  State of North Carolina, on the 20th day
of July, 2000.

                               FIRST SOUTH BANCORP, INC.

                               By: /s/ Thomas A Vann
                                   ----------------------------------------
                                   Thomas A. Vann
                                   President
                                   (Duly Authorized Representative)

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signatures                                         Title                                   Date
       ----------                                         -----                                   ----
/s/ Thomas A. Vann                                   President and Director                      July 20, 2000
--------------------------------------------         (Principal Executive Officer)
Thomas A. Vann

/s/ William L. Wall                                  Executive Vice President and                July 20, 2000
--------------------------------------------         Chief Financial Officer
William L. Wall                                      (Principal Financial and
                                                     Accounting Officer)

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Edmund T. Buckman, Jr.

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Linley H. Gibbs, Jr.

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Frederick N. Holscher

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Frederick N. Holscher

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Charles E. Parker, Jr.

                  *                                  Director                                    July 20, 2000
--------------------------------------------
Marshall T. Singleton

/s/ H.D. Reaves, Jr.                                 Director                                    July 20, 2000
--------------------------------------------
H. D. Reaves, Jr.

*  By: /s/ Thomas A. Vann
       -------------------------------------
         Thomas A. Vann
         Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit           Description
-------           -----------

* 5               Opinion of Housley Kantarian & Bronstein, P.C. as to the
                  legality of the Common Stock being registered

*23.1            Consent of Housley Kantarian & Bronstein, P.C. (appears in
                  their opinion filed as Exhibit 5)

*23.2             Consent of Coopers & Lybrand L.L.P.

*24               Power of Attorney

*99.1             First South Bancorp, Inc. Management Recognition Plan, Trust
                  Agreement under the First South Bancorp, Inc. Management
                  Recognition Plan, and Notice of Removal of Trustee

99.2              First South Bancorp, Inc. 1997 Stock Option Plan, as amended

*99.3             Form of Stock Option Agreement to be entered into with
                  Optionees with respect to Incentive Stock Options granted
                  under the First South Bancorp, Inc. 1997 Stock Option Plan,
                  as amended

*99.4             Form of Stock Option Agreement to be entered into with
                  Optionees with respect to Non-Incentive Stock Options granted
                  under the First South Bancorp, Inc. 1997 Stock Option Plan,
                  as amended

*99.5             Notice of MRP Award

*99.6             Memorandum concerning taxation of MRP Awards and associated
                  election form

----------
*  Previously filed under Registration Statement on Form S-8
   (Registration No. 333-49759) on April 9, 1998.