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                       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): October 27, 2004


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

  NORTH CAROLINA                     0-24626                 56-1886527
------------------                --------------          ------------------
  (State or other                  (Commission              (IRS Employer
  jurisdiction of                  File Number)           Identification No.)
  incorporation)

               201 MARKET STREET, WILMINGTON, NORTH CAROLINA 28401
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          (Address of principal executive offices, including zip code)

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

                                 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 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION
              ---------------------------------------------

        On October 27, 2004, Cooperative Bankshares, Inc. issued a press release
announcing its unaudited financial results for the quarter and nine months ended
September 30, 2004. A copy of the press release is attached to this Report as
Exhibit 99.1 and is furnished herewith. Also attached to this Report as Exhibit
99.2, and incorporated herein by reference, is additional financial information
for the period.

ITEM 9.01     FINANCIAL STATEMENTS AND OTHER EXHIBITS
              ---------------------------------------

              Exhibit 99.1   Press Release dated October 27, 2004
              Exhibit 99.2   Supplemental Financial Information




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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.


                                        COOPERATIVE BANKSHARES, INC.


                                        /s/ Todd L. Sammons
                                        ---------------------------------------
                                        Todd L. Sammons
                                        Senior Vice President and
                                        Chief Financial Officer

Date: October 27, 2004


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                                  EXHIBIT INDEX
                                  -------------


EXHIBIT NO.                          DESCRIPTION
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  99.1                               Press Release dated October 27, 2004
  99.2                               Additional Financial Information