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): April 24, 2003


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


   North Carolina                    0-24626                     56-1886527
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(State or other jurisdiction        (Commission              (I.R.S. employer
    of incorporation)               file number)             identification no.)



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


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


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







ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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     (a)  Not applicable


     (b)  Not applicable


     (c)  The following exhibit is filed herewith:


             Exhibit 99        Press Release dated April 24, 2003


ITEM 9.  REGULATION FD DISCLOSURE
---------------------------------

     On April 24, 2003,  Cooperative  Bankshares,  Inc.  issued a press  release
announcing its unaudited financial results for the quarter ended March 31, 2003.
A copy of the press  release is  attached  to this  Report as an exhibit  and is
incorporated herein by reference.  The attached exhibit is furnished pursuant to
Item 12 of Form 8-K.



                                   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.


                                  COOPERATIVE BANKSHARES, INC.



                                  By:/s/ Frederick Willetts
                                     -------------------------------------------
                                     Frederick Willetts, III, President



Date: April 24, 2003