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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 19, 2005
                                                         ----------------

                          COOPERATIVE BANKSHARES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

      North Carolina                    0-24626             56-1886527
      --------------                   ------------         ----------
(State or other Jurisdiction of        (Commission          (IRS Employer
incorporation or organization)         File Number)         Identification No.)

               201 Market Street, Wilmington, North Carolina 28401
              ----------------------------------------------------
                    (Address of principal executive offices)

                                 (910) 343-0181
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



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ITEM 7.01     REGULATION FD DISCLOSURE.
              ------------------------

         On January 19, 2005, Cooperative Bankshares, Inc. (the "Company"), the
holding company for Cooperative Bank, announced that its Board of Directors
declared a 3-for-2 stock split of its outstanding common stock, payable in the
form of a 50% stock dividend. The stock split entitles each shareholder of
record at the close of business on February 8, 2005 to receive one additional
share for every two shares of common stock held on that date. The Company will
pay cash in lieu of issuing fractional shares based on the closing price on the
record date, as adjusted for the split. The additional shares resulting from the
split will be distributed by the Company's transfer agent on or about February
24, 2005.

         A copy of the Company's press release dated January 19, 2005 is
attached as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
              ---------------------------------

       (a)    Financial Statements of Businesses Acquired: Not applicable

       (b)    Pro Forma Financial Information:  Not applicable

       (c)    Exhibits

              Number            Description
              ------            -----------

               99.1             Press Release Dated January 19, 2005







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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



Dated: January 19, 2005                 By: /s/ Frederick Willetts, III
                                            -----------------------------------
                                            Frederick Willetts, III, President







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