<PAGE>
<PAGE>
                                     Registration No. 333-______
As filed with the Securities and Exchange Commission on
                  December 6, 1999

________________________________________________________________
          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
        _______________________________________
                       FORM S-8
             REGISTRATION STATEMENT UNDER
              THE SECURITIES ACT OF 1933
        _______________________________________

             COOPERATIVE BANKSHARES, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

      NORTH CAROLINA                            56-1886527
-------------------------------              ------------------
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)               Identification No.)

                   201 MARKET STREET
           WILMINGTON, NORTH CAROLINA 28401
         ____________________________________
       (Address of Principal Executive Offices)

      COOPERATIVE BANKSHARES, INC. 1998 STOCK OPTION
                  AND INCENTIVE PLAN
      ----------------------------------------------
               (Full Title of the Plans)

           FREDERICK WILLETTS, III, PRESIDENT
              COOPERATIVE BANKSHARES, INC.
                  201 MARKET STREET
          WILMINGTON, NORTH CAROLINA 28401
        ____________________________________
       (Name and Address of Agent For Service)

                   (910) 343-0181
______________________________________________________
(Telephone Number, Including Area Code, of Agent For Service)

                     COPIES TO:
               CYNTHIA R. CROSS, ESQUIRE
              DANIEL L. HOGANS, ESQUIRE
          HOUSLEY KANTARIAN & BRONSTEIN, P.C.
           1220 19TH STREET N.W., SUITE 700
                WASHINGTON, D.C.  20036
                   (202) 822-9611
<TABLE>
<CAPTION>
            CALCULATION OF REGISTRATION FEE

===================================================================================
Title Of Securities   Amount   Proposed Maximum    Proposed Maximum     Amount Of
     To Be             To Be    Offering Price    Aggregate Offering   Registration
  Registered        Registered    Per Share             Price              Fee
-----------------------------------------------------------------------------------
<S>                 <C>           <C>                 <C>               <C>
Common Stock,
$1.00 par value     290,000       $10.875             $3,153,750        $876.75
===================================================================================
<FN>
(1) Maximum number of shares issuable under the Cooperative Bankshares, Inc. 1998
    Stock Option and Incentive Plan (290,000 shares), as such amounts may be
    increased in accordance with said plans in the event of a merger,
    consolidation, recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
    the average of the high and low selling prices of the common stock of the
    Registrant as reported on the National Association of Securities Dealers
    Automated Quotation, National Market on December 3, 1999 of $10.875 per share
    ($3,153,750 in the aggregate).
</FN>
</TABLE>

<PAGE>
<PAGE>
                       PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration
of 290,000 shares of Common Stock, $1.00 par value per share, of
Cooperative Bankshares, Inc. (the "Company") reserved for
issuance and delivery under the Cooperative Bankshares, Inc.
1998 Stock Option and Incentive Plan (the "Plan").  Documents
containing the information required by Part I of this
Registration Statement will be sent or given to participants in
the Plan in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, such documents are not filed with
the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or
prospectus supplements.

                       PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

    Cooperative Bankshares, Inc. (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

    The following documents are incorporated by reference in
this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 (Commission File No. 0-
24626).

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 (Commission File No. 0-24626).

    (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (Commission File No. 0-24626).

    (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 (Commission File No. 0-24626)

    (e)  The Current Reports on Form 8-K for events dated
October 21, 1999, March 25, 1999 and January 28, 1999
(Commission File No. 0-24626).

    (f)  The description of the Company's Securities as
contained in the Company's Registration Statement on Form S-4
filed with the Commission on May 20, 1994 (Commission File No.
333-79206).

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT
TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON
STOCK, PAR VALUE $1.00 PER SHARE ("COMMON STOCK") 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.

                             1
<PAGE>
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES
------

       Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

       Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

    In addition to and apart from the indemnification provided
for in the North Carolina Business Corporation Act, as from time
to time amended, the Company shall provide indemnification to
its directors as outlined in Article 8 of the Company's Articles
of Incorporation as stated below:

         A.  Indemnity.  Any person who at any time serves or
has served as a director of the Corporation shall have a right
to be indemnified by the Corporation to the full extent allowed
by applicable law against liability and litigation expense
arising out of or connected with such status or activities in
such capacity.  "Liability and litigation expense" shall include
costs and expenses of litigation (including reasonable attorneys
fees), judgments, fines and amounts paid in settlement which are
actually and reasonably incurred in connection with or as a
consequence of any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, including appeals.  The Corporation shall not
indemnify any such person against any liability or litigation
expense unless such person reasonably believed (i) in the case
of conduct in his or her official capacity with the Corporation,
that his or her conduct was in the best interests of the
Corporation and (ii) in all other cases, that his or her conduct
was at least not opposed to the best interests of the
Corporation.

         B.  Determination of Right to Indemnity.  Promptly
after the final disposition or termination of any matter which
involves liability or litigation expense as described in Section
A of this Article or at such earlier time as it sees fit, the
Corporation shall determine whether any person described in
Section A of this Article is entitled to indemnification
thereunder.  Such determination shall be limited to the
following issues:  (i) whether the persons to be indemnified are
persons described in Section A of this Article, (ii) whether the
liability or litigation expense incurred arose out of the status
or activities of such persons as described in Section A of this
Article, (iii) whether the liability was actually incurred and
litigation expense was actually and reasonably incurred, and
(iv) whether the liability and litigation expense were incurred
on account of activities which were at the time taken reasonably
believed by such person (a) in the case of conduct in his or her
official capacity with the Corporation, to be in the best
interests of the Corporation or (b) in all other cases, that his
or her conduct was at least not opposed to the best interests of
the Corporation.  Such determination shall be made by a majority
vote of directors who were not parties to the action, suit or
proceeding (or, in connection with "threatened" actions, suits
or proceedings, who were not "threatened parties").  If at least
two such disinterested directors are not obtainable, or, even if
obtainable, if at least half of the number of disinterested
directors so direct, such determination shall be made by
independent legal counsel in written opinion.

         C.  Advance Expenses.  (i)  Subject to subsection
(ii) below, litigation expense incurred by a person
described in Section A of this Article in connection with a
matter described in Section A of this Article shall be paid by
the Corporation in advance of the final disposition of the
matter, if the Corporation receives an undertaking, dated, in
writing and signed by the person to be indemnified, to repay all
such sums if it is ultimately determined as provided in Section
B of this Article that such person is not entitled to be
indemnified by the Corporation.  Requests for payments in
advance of final disposition or termination shall be submitted
in writing to the Corporation unless this requirement is waived
by the Corporation.  Before the first such payment is made, the
Corporation shall have received the written undertaking referred
to herein and notice of the request for advance payment shall
have been given to the members of the board of directors.

                             2
<PAGE>
<PAGE>
         (ii)  Notwithstanding the foregoing subsection (i),
    no advance payment shall be made as to any
payment or portion of a payment for which the determination is
made that the person requesting payment will not be entitled to
indemnification.  Such determination may be made only by a
majority vote of disinterested directors or by independent legal
counsel as next provided.  If there are not at least two
disinterested directors, then notice of all requests for advance
payment shall be delivered for review to independent legal
counsel for the Corporation.  Such counsel shall have the
authority to disapprove any advance payment or portion of a
payment for which it plainly and unavoidably appears that the
person requesting payment will not be entitled to
indemnification.

         D.  Settlements.  The Corporation shall not be
obligated to indemnify persons described in Section A of this
Article for any amounts paid in settlement unless the
Corporation consents in writing to the settlement.  The
Corporation shall not unreasonably withhold its consent to
proposed settlements.  The Corporation's consent to a proposed
settlement shall not constitute an agreement by the Corporation
that any person is entitled to indemnification hereunder; the
Corporation shall waive the requirement of this Section for its
written consent as fairness and equity may require.

         E.  Application for Indemnity or Advances.  (i)  A
person described in Section A of this Article may apply to the
Corporation in writing for indemnification or to advance
expenses.  Such application shall be addressed to the secretary,
or, in the absence of the secretary, to any officer of the
Corporation.  The Corporation shall respond in writing to such
applications as follows:  to a request for indemnity under
Section B of this Article, within ninety days after receipt of
the application; to a request for advance expenses under Section
C of this Article, within fifteen days after receipt of the
application.

         (ii)  The right to indemnification or advance expenses
provided herein shall be enforceable in any court of competent
jurisdiction.  A legal action may be commenced if a claim for
indemnity or advance expenses is denied in whole or in part, or
upon the expiration of the time periods provided in the
preceding subsection (i).  In any such action, the claimant
shall be entitled to prevail upon establishing that he or she is
entitled to indemnification or advance expenses but the
Corporation shall have the burden of establishing, as a defense,
that the liability or expense was incurred on account of
activities which were, at the time taken, known or believed
by the claimant to be clearly in conflict with the best
interests of the Corporation.  In any such action, if the
claimant establishes the right to indemnification, he or she
shall also have the right to be indemnified against the
litigation expense (including a reasonable attorney's fee) of
such action.

         F.  Incidents of Right of Indemnification.  The right
of indemnification provided herein shall not be deemed exclusive
of any other rights to which any persons seeking indemnity may
be entitled apart from the provisions of this Article, except
there shall be no right to indemnification as to any liability
or litigation expense for which such person is entitled to
receive payment under any insurance policy other than a
directors' and officers' liability insurance policy maintained
by the Corporation.  Such right shall inure to the benefit of
the heirs and legal representatives of any persons entitled to
such right.  Any person who at any time after the adoption of
this Article serves or has served in any status or capacity
described in Section A of this Article, shall be deemed to be
doing or to have done so in reliance upon, and as consideration
for, the right of indemnification provided herein. Any repeal or
modification of this Article shall not affect any rights or
obligations then existing.  The right provided herein shall not
apply as to persons serving corporations that are hereafter
merged into or combined with the Corporation, except after the
effective date of such merger or combination and only as to
status and activities after such date.

         G.  Savings Clause.  If this Article or any portion
hereof shall be invalidated on any ground by any court or agency
of competent jurisdiction, then the Corporation shall
nevertheless indemnify each person described in Section A of
this Article to the full extent permitted by the portion of
this Article that is not invalidated and also to the full extent
(not exceeding the benefits described herein) permitted or
required by other applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

      Not Applicable.

                              3
<PAGE>
<PAGE>
ITEM 8.  EXHIBITS
------
    The exhibits scheduled to be filed or included as part of
this Registration Statement are as follows:

    5.1  Opinion of Housley Kantarian & Bronstein, P.C. as to
         the validity of the Common Stock being registered

   23.1  Consent of Housley Kantarian & Bronstein, P.C. (appears
         in their opinion filed as Exhibit 5.1)

   23.2  Consent of PriceWaterhouseCoopers, L.L.P.

   24    Power of Attorney (contained in signature page to
         this registration statement)

   99.1  Cooperative Bankshares, Inc. 1998 Stock Option and
         Incentive Plan

   99.2  1999 Amendment to Cooperative Bankshares, Inc. 1998
         Stock Option and Incentive Plan

ITEM 9.  UNDERTAKINGS
------
    The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement --

              (i)  To include any prospectus required by
    Section 10(a)(3) of the Securities Act of 1933;

              (ii) To reflect in the prospectus any facts
    or events which, individually or together, represent a
    fundamental change in the information set forth 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 SEC pursuant to Rule 424(b) if, in the aggregate,
    the changes in volume and price represent no more than 20
    percent change in the maximum aggregate offering price set
    forth in the "Calculation of Registration Fee" table in the
    effective registration statement;

              (iii)     To include any additional or changed
    material information on to the plan of distribution;
    provided, however, that paragraphs (a)(1)(i) and
    (a)(1)(ii) do not apply if the registration statement is
    on Form S-3 or S-8, and the information required to be
    included in a post-effective amendment is incorporated by
    reference from the  periodic reports filed by the small
    business issuer under the Securities Exchange Act of 1934.

    (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

    (4)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement

                             4
<PAGE>
<PAGE>
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.

    (5)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities Act of 1933
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 registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the 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 of 1933 and will be governed by the final
adjudication of such issue.



<PAGE>
<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
Wilmington, State of North Carolina, on November 18, 1999.

                      COOPERATIVE BANKSHARES, INC.


                      By: /s/ Frederick Willetts, III
                          ------------------------------
                          Frederick Willetts, III
                          President and Chief Executive Officer
                          (Duly Authorized Representative)

                  POWER OF ATTORNEY

    We, the undersigned Directors of Cooperative Bankshares,
Inc., hereby severally constitute and appoint Frederick
Willetts, III, who may act, with full power of substitution, our
true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said Frederick
Willetts, III, who may act, may deem necessary or advisable to
enable Cooperative Bankshares, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration of Cooperative Bankshares, Inc.
common stock, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities
indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Frederick Willetts, III,
shall do or cause to be done by virtue thereof.

    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.
<TABLE>
<CAPTION>
      Signatures              Title                               Date
<S>                           <C>                             <C>
/s/ Frederick Willetts, III   President, Chief Executive      November 18, 1999
----------------------------  Officer, and Chairman of
Frederick Willetts, III       the Board of Directors
                              (Principal Executive Officer)

/s/ Edward E. Maready         Senior Vice President and       November 18, 1999
----------------------------  Treasurer (Principal Financial
Edward E. Maready             and Accounting Officer)

/s/ Paul G. Burton            Director                        November 18, 1999
----------------------------
Paul G. Burton


/s/ F. Peter Fensel, Jr.      Director                        November 18, 1999
----------------------------
F. Peter Fensel, Jr.


/s/ James D. Hundley, M.D.    Director                        November 18, 1999
----------------------------
James D. Hundley, M.D.


/s/ H. Thompson King, III     Director                        November 18, 1999
----------------------------
H. Thompson King, III

/s/ R. Allen Rippy            Director                        November 18, 1999
----------------------------
R. Allen Rippy



<PAGE>

/s/ O. Richard Wright, Jr.    Director                        November 18, 1999
----------------------------
O. Richard Wright, Jr.
</TABLE>
<PAGE>
<PAGE>
                   INDEX TO EXHIBITS






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

  5.1       Opinion of Housley Kantarian & Bronstein, P.C.
            as to the validity of the Common Stock being
            registered

 23.1       Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5.1)

 23.2       Consent of PriceWaterhouseCoopers, L.L.P.

 24         Power of Attorney (contained in the signature page
            to this registration statement)

99.1        Cooperative Bankshares, Inc. 1998 Stock Option and
            Incentive Plan

99.2        1999 Amendment to Cooperative Bankshares, Inc. 1998
            Stock Option and Incentive Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24818}]
{"company-data": {"conformed-name": "COOPERATIVE BANKSHARES INC", "cik": "0000923529", "assigned-sic": "6036", "irs-number": "561886527", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92219", "film-number": "99769842"}, "business-address": {"street1": "201 MARKET ST", "city": "WILMINGTON", "state": "NC", "zip": "28401", "phone": "9103430181"}, "mail-address": {"street1": "PO BOX 600", "city": "WILMINGTON", "state": "NC", "zip": "28402"}}
Registration No. 333-______
As filed with the Securities and Exchange Commission on
                  December 6, 1999

________________________________________________________________
          SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549
        _______________________________________
                       FORM S-8
             REGISTRATION STATEMENT UNDER
              THE SECURITIES ACT OF 1933
        _______________________________________

             COOPERATIVE BANKSHARES, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

      NORTH CAROLINA                            56-1886527
-------------------------------              ------------------
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)               Identification No.)

                   201 MARKET STREET
           WILMINGTON, NORTH CAROLINA 28401
         ____________________________________
       (Address of Principal Executive Offices)

      COOPERATIVE BANKSHARES, INC. 1998 STOCK OPTION
                  AND INCENTIVE PLAN
      ----------------------------------------------
               (Full Title of the Plans)

           FREDERICK WILLETTS, III, PRESIDENT
              COOPERATIVE BANKSHARES, INC.
                  201 MARKET STREET
          WILMINGTON, NORTH CAROLINA 28401
        ____________________________________
       (Name and Address of Agent For Service)

                   (910) 343-0181
______________________________________________________
(Telephone Number, Including Area Code, of Agent For Service)

                     COPIES TO:
               CYNTHIA R. CROSS, ESQUIRE
              DANIEL L. HOGANS, ESQUIRE
          HOUSLEY KANTARIAN & BRONSTEIN, P.C.
           1220 19TH STREET N.W., SUITE 700
                WASHINGTON, D.C.  20036
                   (202) 822-9611
CALCULATION OF REGISTRATION FEE

===================================================================================
Title Of Securities   Amount   Proposed Maximum    Proposed Maximum     Amount Of
     To Be             To Be    Offering Price    Aggregate Offering   Registration
  Registered        Registered    Per Share             Price              Fee
-----------------------------------------------------------------------------------
Common Stock,
$1.00 par value     290,000       $10.875             $3,153,750        $876.75
===================================================================================
(1) Maximum number of shares issuable under the Cooperative Bankshares, Inc. 1998
    Stock Option and Incentive Plan (290,000 shares), as such amounts may be
    increased in accordance with said plans in the event of a merger,
    consolidation, recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon
    the average of the high and low selling prices of the common stock of the
    Registrant as reported on the National Association of Securities Dealers
    Automated Quotation, National Market on December 3, 1999 of $10.875 per share
    ($3,153,750 in the aggregate).
PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *This Registration Statement relates to the registration
of 290,000 shares of Common Stock, $1.00 par value per share, of
Cooperative Bankshares, Inc. (the "Company") reserved for
issuance and delivery under the Cooperative Bankshares, Inc.
1998 Stock Option and Incentive Plan (the "Plan").  Documents
containing the information required by Part I of this
Registration Statement will be sent or given to participants in
the Plan in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, such documents are not filed with
the Securities and Exchange Commission (the "Commission") either
as part of this Registration Statement or as prospectuses or
prospectus supplements.

                       PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

    Cooperative Bankshares, Inc. (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act") and, accordingly, files
periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies
may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Commission also maintains a Web
site that contains reports, proxy and information statements and
other information regarding registrants that file electronically
with the Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

    The following documents are incorporated by reference in
this Registration Statement:

    (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 (Commission File No. 0-
24626).

    (b)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 (Commission File No. 0-24626).

    (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999 (Commission File No. 0-24626).

    (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999 (Commission File No. 0-24626)

    (e)  The Current Reports on Form 8-K for events dated
October 21, 1999, March 25, 1999 and January 28, 1999
(Commission File No. 0-24626).

    (f)  The description of the Company's Securities as
contained in the Company's Registration Statement on Form S-4
filed with the Commission on May 20, 1994 (Commission File No.
333-79206).

    ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT
TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON
STOCK, PAR VALUE $1.00 PER SHARE ("COMMON STOCK") 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.

                             1
ITEM 4.  DESCRIPTION OF SECURITIES
------

       Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

       Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

    In addition to and apart from the indemnification provided
for in the North Carolina Business Corporation Act, as from time
to time amended, the Company shall provide indemnification to
its directors as outlined in Article 8 of the Company's Articles
of Incorporation as stated below:

         A.  Indemnity.  Any person who at any time serves or
has served as a director of the Corporation shall have a right
to be indemnified by the Corporation to the full extent allowed
by applicable law against liability and litigation expense
arising out of or connected with such status or activities in
such capacity.  "Liability and litigation expense" shall include
costs and expenses of litigation (including reasonable attorneys
fees), judgments, fines and amounts paid in settlement which are
actually and reasonably incurred in connection with or as a
consequence of any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, including appeals.  The Corporation shall not
indemnify any such person against any liability or litigation
expense unless such person reasonably believed (i) in the case
of conduct in his or her official capacity with the Corporation,
that his or her conduct was in the best interests of the
Corporation and (ii) in all other cases, that his or her conduct
was at least not opposed to the best interests of the
Corporation.

         B.  Determination of Right to Indemnity.  Promptly
after the final disposition or termination of any matter which
involves liability or litigation expense as described in Section
A of this Article or at such earlier time as it sees fit, the
Corporation shall determine whether any person described in
Section A of this Article is entitled to indemnification
thereunder.  Such determination shall be limited to the
following issues:  (i) whether the persons to be indemnified are
persons described in Section A of this Article, (ii) whether the
liability or litigation expense incurred arose out of the status
or activities of such persons as described in Section A of this
Article, (iii) whether the liability was actually incurred and
litigation expense was actually and reasonably incurred, and
(iv) whether the liability and litigation expense were incurred
on account of activities which were at the time taken reasonably
believed by such person (a) in the case of conduct in his or her
official capacity with the Corporation, to be in the best
interests of the Corporation or (b) in all other cases, that his
or her conduct was at least not opposed to the best interests of
the Corporation.  Such determination shall be made by a majority
vote of directors who were not parties to the action, suit or
proceeding (or, in connection with "threatened" actions, suits
or proceedings, who were not "threatened parties").  If at least
two such disinterested directors are not obtainable, or, even if
obtainable, if at least half of the number of disinterested
directors so direct, such determination shall be made by
independent legal counsel in written opinion.

         C.  Advance Expenses.  (i)  Subject to subsection
(ii) below, litigation expense incurred by a person
described in Section A of this Article in connection with a
matter described in Section A of this Article shall be paid by
the Corporation in advance of the final disposition of the
matter, if the Corporation receives an undertaking, dated, in
writing and signed by the person to be indemnified, to repay all
such sums if it is ultimately determined as provided in Section
B of this Article that such person is not entitled to be
indemnified by the Corporation.  Requests for payments in
advance of final disposition or termination shall be submitted
in writing to the Corporation unless this requirement is waived
by the Corporation.  Before the first such payment is made, the
Corporation shall have received the written undertaking referred
to herein and notice of the request for advance payment shall
have been given to the members of the board of directors.

                             2
(ii)  Notwithstanding the foregoing subsection (i),
    no advance payment shall be made as to any
payment or portion of a payment for which the determination is
made that the person requesting payment will not be entitled to
indemnification.  Such determination may be made only by a
majority vote of disinterested directors or by independent legal
counsel as next provided.  If there are not at least two
disinterested directors, then notice of all requests for advance
payment shall be delivered for review to independent legal
counsel for the Corporation.  Such counsel shall have the
authority to disapprove any advance payment or portion of a
payment for which it plainly and unavoidably appears that the
person requesting payment will not be entitled to
indemnification.

         D.  Settlements.  The Corporation shall not be
obligated to indemnify persons described in Section A of this
Article for any amounts paid in settlement unless the
Corporation consents in writing to the settlement.  The
Corporation shall not unreasonably withhold its consent to
proposed settlements.  The Corporation's consent to a proposed
settlement shall not constitute an agreement by the Corporation
that any person is entitled to indemnification hereunder; the
Corporation shall waive the requirement of this Section for its
written consent as fairness and equity may require.

         E.  Application for Indemnity or Advances.  (i)  A
person described in Section A of this Article may apply to the
Corporation in writing for indemnification or to advance
expenses.  Such application shall be addressed to the secretary,
or, in the absence of the secretary, to any officer of the
Corporation.  The Corporation shall respond in writing to such
applications as follows:  to a request for indemnity under
Section B of this Article, within ninety days after receipt of
the application; to a request for advance expenses under Section
C of this Article, within fifteen days after receipt of the
application.

         (ii)  The right to indemnification or advance expenses
provided herein shall be enforceable in any court of competent
jurisdiction.  A legal action may be commenced if a claim for
indemnity or advance expenses is denied in whole or in part, or
upon the expiration of the time periods provided in the
preceding subsection (i).  In any such action, the claimant
shall be entitled to prevail upon establishing that he or she is
entitled to indemnification or advance expenses but the
Corporation shall have the burden of establishing, as a defense,
that the liability or expense was incurred on account of
activities which were, at the time taken, known or believed
by the claimant to be clearly in conflict with the best
interests of the Corporation.  In any such action, if the
claimant establishes the right to indemnification, he or she
shall also have the right to be indemnified against the
litigation expense (including a reasonable attorney's fee) of
such action.

         F.  Incidents of Right of Indemnification.  The right
of indemnification provided herein shall not be deemed exclusive
of any other rights to which any persons seeking indemnity may
be entitled apart from the provisions of this Article, except
there shall be no right to indemnification as to any liability
or litigation expense for which such person is entitled to
receive payment under any insurance policy other than a
directors' and officers' liability insurance policy maintained
by the Corporation.  Such right shall inure to the benefit of
the heirs and legal representatives of any persons entitled to
such right.  Any person who at any time after the adoption of
this Article serves or has served in any status or capacity
described in Section A of this Article, shall be deemed to be
doing or to have done so in reliance upon, and as consideration
for, the right of indemnification provided herein. Any repeal or
modification of this Article shall not affect any rights or
obligations then existing.  The right provided herein shall not
apply as to persons serving corporations that are hereafter
merged into or combined with the Corporation, except after the
effective date of such merger or combination and only as to
status and activities after such date.

         G.  Savings Clause.  If this Article or any portion
hereof shall be invalidated on any ground by any court or agency
of competent jurisdiction, then the Corporation shall
nevertheless indemnify each person described in Section A of
this Article to the full extent permitted by the portion of
this Article that is not invalidated and also to the full extent
(not exceeding the benefits described herein) permitted or
required by other applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

      Not Applicable.

                              3
ITEM 8.  EXHIBITS
------
    The exhibits scheduled to be filed or included as part of
this Registration Statement are as follows:

    5.1  Opinion of Housley Kantarian & Bronstein, P.C. as to
         the validity of the Common Stock being registered

   23.1  Consent of Housley Kantarian & Bronstein, P.C. (appears
         in their opinion filed as Exhibit 5.1)

   23.2  Consent of PriceWaterhouseCoopers, L.L.P.

   24    Power of Attorney (contained in signature page to
         this registration statement)

   99.1  Cooperative Bankshares, Inc. 1998 Stock Option and
         Incentive Plan

   99.2  1999 Amendment to Cooperative Bankshares, Inc. 1998
         Stock Option and Incentive Plan

ITEM 9.  UNDERTAKINGS
------
    The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement --

              (i)  To include any prospectus required by
    Section 10(a)(3) of the Securities Act of 1933;

              (ii) To reflect in the prospectus any facts
    or events which, individually or together, represent a
    fundamental change in the information set forth 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 SEC pursuant to Rule 424(b) if, in the aggregate,
    the changes in volume and price represent no more than 20
    percent change in the maximum aggregate offering price set
    forth in the "Calculation of Registration Fee" table in the
    effective registration statement;

              (iii)     To include any additional or changed
    material information on to the plan of distribution;
    provided, however, that paragraphs (a)(1)(i) and
    (a)(1)(ii) do not apply if the registration statement is
    on Form S-3 or S-8, and the information required to be
    included in a post-effective amendment is incorporated by
    reference from the  periodic reports filed by the small
    business issuer under the Securities Exchange Act of 1934.

    (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

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

    (4)  The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement

                             4
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.

    (5)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities Act of 1933
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 registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the 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 of 1933 and will be governed by the final
adjudication of such issue.
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
Wilmington, State of North Carolina, on November 18, 1999.

                      COOPERATIVE BANKSHARES, INC.

                      By: /s/ Frederick Willetts, III
                          ------------------------------
                          Frederick Willetts, III
                          President and Chief Executive Officer
                          (Duly Authorized Representative)

                  POWER OF ATTORNEY

    We, the undersigned Directors of Cooperative Bankshares,
Inc., hereby severally constitute and appoint Frederick
Willetts, III, who may act, with full power of substitution, our
true and lawful attorney and agent, to do any and all things in
our names in the capacities indicated below which said Frederick
Willetts, III, who may act, may deem necessary or advisable to
enable Cooperative Bankshares, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration of Cooperative Bankshares, Inc.
common stock, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities
indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Frederick Willetts, III,
shall do or cause to be done by virtue thereof.

    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.
Signatures              Title                               Date
/s/ Frederick Willetts, III   President, Chief Executive      November 18, 1999
----------------------------  Officer, and Chairman of
Frederick Willetts, III       the Board of Directors
                              (Principal Executive Officer)

/s/ Edward E. Maready         Senior Vice President and       November 18, 1999
----------------------------  Treasurer (Principal Financial
Edward E. Maready             and Accounting Officer)

/s/ Paul G. Burton            Director                        November 18, 1999
----------------------------
Paul G. Burton

/s/ F. Peter Fensel, Jr.      Director                        November 18, 1999
----------------------------
F. Peter Fensel, Jr.

/s/ James D. Hundley, M.D.    Director                        November 18, 1999
----------------------------
James D. Hundley, M.D.

/s/ H. Thompson King, III     Director                        November 18, 1999
----------------------------
H. Thompson King, III

/s/ R. Allen Rippy            Director                        November 18, 1999
----------------------------
R. Allen Rippy
/s/ O. Richard Wright, Jr.    Director                        November 18, 1999
----------------------------
O. Richard Wright, Jr.
INDEX TO EXHIBITS

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

  5.1       Opinion of Housley Kantarian & Bronstein, P.C.
            as to the validity of the Common Stock being
            registered

 23.1       Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5.1)

 23.2       Consent of PriceWaterhouseCoopers, L.L.P.

 24         Power of Attorney (contained in the signature page
            to this registration statement)

99.1        Cooperative Bankshares, Inc. 1998 Stock Option and
            Incentive Plan

99.2        1999 Amendment to Cooperative Bankshares, Inc. 1998
            Stock Option and Incentive Plan