<PAGE>
<PAGE>
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
----------------------------------------------------------------
(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
====================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Registration
to 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)
===================================================================================
<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 Rule 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>
<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>
<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 H. Howdy
* 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>
<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.
