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ANNUAL REPORT FOR SMALL BUSINESS ISSUERS SUBJECTTO THE 1934 ACT
REPORTING REQUIREMENTS

U.S. Securities And Exchange Commission

Washington, D.C. 20549

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Form 10-KSB

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(MARK ONE)

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

For the fiscal year ended December 31,
2002

oTRANSITION REPORT UNDER SECTION 13 OR 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934

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WACCAMAW BANKSHARES, INC.

(Name of SmallBusinessIssuer in its Charter)

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| | NORTH CAROLINA(State or Other Jurisdiction ofincorporation or organization) |  | 52-2329563(IRS EmployerIdentification No.) | 
| | --------------------------------------------------------------------------- |  | ------------------------------------------ | 

110 North J.K. Powell Boulevard; Whiteville, NC 28472(Address of Principal Executive
Office)

(910) 641-0044(Issuers telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, NO PAR
VALUE(Title of Class)





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Check whether the issuer (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x                     NO o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in
definitive proxy information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

The
issuers revenues for its most recent fiscal year were $10,963,798.

The aggregate market value of the voting stock as of March 20, 2003, held by non-affiliates of the
registrant computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, as of a specific date within the last 60 days was $27,557,820. (at $18 per share)

1,530,990 shares of the Issuers common stock were issued and outstanding as of March 20, 2003.

DOCUMENTS INCORPORATED BY
REFERENCE

The annual report to stockholders for fiscal year ended December 31, 2002, is incorporated by reference into Form 10-KSB Part II, Item 6, 7, and Part IV, Item 13. The
issuers Proxy Statement dated March 1, 2003, is incorporated by reference into Form 10-KSB Part I, Item 1, 2 and Part III, Items 9, 10, 11, and 12.

Transitional Small Business Disclosure Format. (Check one.)Yes o                     No x

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PART I

ITEM
1.DESCRIPTION OF BUSINESS

General

Waccamaw Bankshares, Inc. (the Company) was formed during 2001 as a financial holding company chartered in the state of North Carolina. On July 1, 2001, the Company acquired all the outstanding shares
of Waccamaw Bank (the Bank) in a tax-free exchange. To date, the only business activities of the Company consist of the activities of the Bank.

Waccamaw Bank was organized and
incorporated under the laws of the State of North Carolina on August 28, 1997 and commenced operations on September 2, 1997. The Bank currently serves Columbus County, North Carolina and surrounding areas through three banking offices and Brunswick
County through two banking offices. As a state chartered bank which is a member of the Federal Reserve, the Bank is subject to regulation by the State of North Carolina Banking Commission and the Federal Reserve.

Location and Service Area

The Companys primary service area is Columbus and Brunswick Counties of North Carolina.
The principal business of the Company is to provide comprehensive individual and corporate banking services through its main service area. These services include demand and time deposits as well as commercial, installment, mortgage and other
consumer lending services that are traditionally available from community banks.

Columbus County is located in the southeastern portion of North Carolina near the South Carolina
border. Whiteville, the largest city in the county is approximately 45 miles west of Wilmington, North Carolina, 150 miles southeast of Charlotte, North Carolina, and 45 miles north of Myrtle Beach, South Carolina. These cities all have national or
regional airports. Columbus County had a population of 52,000 at the end of 1998. Per capita income in the county was $18,712 in 1995.

Brunswick County is adjacent to Columbus
County to the southeast and also borders South Carolina. Shallotte, the largest city in the county is approximately 35 miles southwest of Wilmington and 35 miles northeast of Myrtle Beach. Brunswick County has a population of 73,000 as of 1999 and
has per capita income of $19,229 in 1999.

The principle components of the economy are manufacturing, agriculture and tourism. Manufacturing employment is concentrated in the
wood products and textile industries. The primary agriculture products are tobacco and hogs.

Competition

The primary business activity of the Company is commercial banking. This activity is conducted by the Bank that is the wholly-owned subsidiary of the Company.

Banking is a
highly competitive industry. The principal areas and methods of competition in the banking industry are the services that are offered, the pricing of those services, the convenience and availability of the services and the degree of expertise and
personal manner with which those services are offered. The Bank encounters strong competition from other commercial banks, including the largest North Carolina banks, operating in the Banks market area. In the conduct of certain aspects of its
business, the Bank also competes with credit unions, money market mutual funds, and other non-bank financial institutions, some of which are not subject to the same degree of regulation as the Bank. Many of these competitors have substantially
greater resources and lending abilities than the Company and offer certain services, such as investment banking, trust, interstate and international banking services, that the Company can not or will not provide.





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Supervision and Regulation

The Company and the Bank are subject to state and
federal banking laws and regulations. These impose specific requirements and restrictions and provide for general regulatory oversight with respect to virtually all aspects of operations. These laws and regulations are generally intended to protect
depositors, not shareholders. To the extent that the following summary describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statutory and regulatory provisions. Any change in applicable laws or
regulations may have a material effect on the business and prospects of the Company. Beginning with the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA) and following with the Federal Deposit
Insurance Corporation Improvement Act (FDICIA), enacted in 1991, numerous additional regulatory requirements have been placed on the banking industry in the past five years, and additional changes have been proposed. The operations of
the Company and the Bank may be affected by legislative changes and the policies of various regulatory authorities. The Company is unable to predict the nature or the extent of the effect on its business and earnings that fiscal or monetary
policies, economic control, or new federal or state legislation may have in the future.

Federal Bank Holding Company Regulation (Financial Holding Company
Regulations)

The Company is a financial holding company within the meaning of the Gramm-Leach-Bliley Act of 1999 (the GLB Act). Under the GLB Act, which
became effective on March 11, 2000, the types of activities in which a bank holding company may engage were significantly expanded. Subject to various limitations, the GLB Act generally permits a bank holding company to elect to become a
financial holding company. A financial holding company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature. Among the activities that are deemed
financial in nature are, in addition to traditional lending activities, securities underwriting, dealing in or making a market in securities, sponsoring mutual funds and investment companies, insurance underwriting and agency activities,
certain merchant banking activities and activities that the Federal Reserve considers to be closely related to banking.

A bank holding company may become a financial holding
company under the GLB Act if each of its subsidiary banks is well capitalized under the Federal Deposit Insurance Corporation Improvement Act prompt corrective action provisions, is well managed and has at least a satisfactory rating
under the Community Reinvestment Act. In addition, the bank holding company must file a declaration with the Federal Reserve falls out of compliance with these requirements may be required to cease engaging in some of its activities.

Under the GLB Act, the Federal Reserve serves as the primary umbrella regulator of financial holding companies, with supervisory authority over each parent company and limited
authority over its subsidiaries. Expanded financial activities of financial holding companies generally will be regulated according to the type of such financial activity, banking activities by banking regulators, securities activities by securities
regulators and insurance activities by insurance regulators. The GLB Act also imposes additional restrictions and heightened disclosure requirements regarding information collected by financial institutions. We cannot predict the full sweep of the
new legislation. However, the Company is still subject to the Bank Holding Company Act (the BHCA). Under the BHCA, the Company is subject to periodic examination by the Federal Reserve and is required to file periodic reports of
its operations and such information as the Federal Reserve may require.

Investments, Control, and Activities. With certain limited exceptions, the BHCA requires every
holding company to obtain the prior approval of the Federal Reserve before (i) acquiring substantially all the assets of any bank, (ii) acquiring direct or indirect ownership or control of any voting shares of any bank if after such an acquisition
it would own or control more than 5% of the voting shares of such bank (unless it already owns or controls the majority of such shares), or (iii) merging or consolidating with another holding company.

In addition, and subject to certain exceptions, the BHCA and the Change in Bank Control Act, together with regulations thereunder, require Federal Reserve approval (or, depending on the circumstances, no notice of
disapproval) prior to any person or company acquiring control of a holding company, such as the Company. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the
holding company. In the case of the Company, under Federal Reserve regulations control will be





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rebuttably presumed to exist if a person acquires at least 10% of the outstanding shares of any class of voting securities.

Source of Strength; Cross-Guarantee. In accordance with Federal Reserve policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank
in circumstances in which the Company might not otherwise do so. Under the BHCA, the Federal Reserve may require a holding company to terminate any activity or relinquish control of a nonblank subsidiary (other than a nonbank subsidiary of a bank)
upon the Federal Reserves determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank holding company. Further, federal bank regulatory
authorities have additional discretion to require a holding company to divest itself of any bank or nonbank subsidiary if the agency determines that divestiture may aid the depository institutions financial condition. The Bank may be required
to indemnify, or cross-guarantee, the FDIC against losses it incurs with respect to any other bank which the Company controls, which in effect makes the Companys equity investments in healthy bank subsidiaries available to the FDIC to assist
any failing or failed bank subsidiary of the Company.

The Bank

The Company is the holding
company for the Bank, which is a North Carolina banking association. Substantially all Company revenues are earned through the operations of the Bank. The Bank is subject to examination and supervision by the Federal Reserve and the State of North
Carolina Banking Commission (Commission). The Federal Reserve monitors the Banks compliance with several federal statutes such as the Community Reinvestment Act of 1977 and the Interlocks Act. The Federal Reserve has broad enforcement
authority to prevent the continuance or development of unsafe and unsound banking practices, including the issuance of cease and desist orders and the removal of officers and directors. The Federal Reserve must approve the establishment of branch
offices, conversions, mergers, assumptions of deposit liabilities between insured and uninsured institutions, and the acquisition or establishment of certain subsidiary corporations. The Federal Reserve can prevent capital or surplus diminution in
such transactions where the deposit accounts of the resulting, continuing or assuring bank are insured by the Federal Reserve.

The Bank is subject to capital requirements and
limits on activities established by the Federal Reserve. Under the capital regulations, the Bank generally is required to maintain Tier 1 risk-based capital, in such terms as defined therein, of 4.0% and total risk-based capital of 8.0%. In
addition, the Bank is required to provide a minimum leverage ratio Tier 1 capital to adjusted average quarterly assets (leverage ratio) equal to 3.0%, plus an additional cushion of one to two percent if the Bank has less than the highest regulatory
rating. The Bank is not permitted to engage in any activity not permitted for a national bank unless (i) it is in compliance with its capital requirement and (ii) the FDIC determines that the activity would not pose a risk to the deposit insurance
fund. With certain exceptions, the Bank also is not permitted to acquire equity investments of a type, or in a amount, not permitted for a national bank.

Federal banking law
requires the federal banking agencies to take prompt corrective action in respect of insured depository institutions that do not meet minimum capital requirements. There are five tiers: well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized, as defined by regulations promulgated by the FDIC and the other federal depository institution regulatory
agencies. A depository institution is well capitalized if it significantly exceeds the minimum level required by regulation for each relevant capital measure, adequately capitalized if it meets each such measure, undercapitalized if it fails to meet
any such measure, significantly undercapitalized if it is below such measures, and critically undercapitalized if it fails to meet any critical capital level set forth in the regulations. The critical capital level must be a level of tangible equity
capital equal to not more than 65.0% of the minimum leverage ratio prescribed by regulation. A depository institution may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an
unsatisfactory examination rating.

The Bank is required to pay deposit insurance assessments set by the FDIC. Under the current assessment rate schedule, the Bank assessment will
range from no assessment to .27% of the Banks average deposit base, with the exact assessment determined by the Banks capital and the FDICs supervisory opinion of the Banks operations. Only the strongest banks are not
required to pay an assessment. The insurance assessments rate may change





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periodically. Changes in the assessment rate may have a material effect on the Banks operating results. The FDIC has the authority to terminate deposit
insurance.

The earnings of the Bank are affected significantly by the policies of the Federal Reserve Board, a federal agency which regulates the money supply in order to
mitigate recessionary and inflationary pressures. Among the techniques used to implement these objectives are open market transactions in United States government securities, changes in the rate paid by banks on bank borrowings, and changes in
reserve requirement against bank deposits. These techniques are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may also affect interest rates charged on loans or paid
on deposits.

The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to
continue to do so in the future. In view of changing conditions in the national economy and money markets, as well as the effect of actions by monetary and fiscal authorities, no prediction can be made as to possible future changes in interest
rates, deposit levels, loan demand or the business and earnings of the Bank.

The Bank is chartered by the State of North Carolina and is subject to extensive supervision and
regulation by the Commissioner. The Commissioner enforces state laws that set specific requirements for bank capital, the payment of dividends, loans to officers and directors, record keeping, and types and amounts of loans and investments made by
commercial banks. Among other things, the approval of the Commissioner is generally required before a North Carolina chartered commercial bank may establish branch offices. North Carolina banking law requires that any merger, liquidation or sale of
substantially all of the assets of the Bank must be approved by the Commissioner and the holders of two-thirds of the Banks outstanding common stock.

Pursuant to North
Carolina banking laws, no person may directly or indirectly purchase or acquire voting stock of the Bank which would result in the change of control of the Bank unless the Commissioner has approved the acquisition. A person will be deemed to have
acquired control of the Bank if that person directly or indirectly (i) owns, controls or has power to vote 10% or more of the voting stock of the Bank, or (ii) otherwise possesses the power to direct or cause the direction of the
management and policy of the Bank.

In its lending activities, the Bank is subject to North Carolina usury laws which generally limit or restrict the rates of interest, fees and
charges and other terms and conditions in connection with various types of loans.

North Carolina banking law requires that bank holding companies register with the Commissioner.
The Commissioner must also approve any acquisition of control of a state-chartered bank by a bank holding company.

In 1994, Congress adopted new legislation which generally
permits an adequately capitalized and managed bank holding company to acquire control of a bank in any state, provided the target bank has been in existence for at least five years. North Carolina banking law has been amended to authorize banking
organizations in any state to acquire North Carolina banking institutions on a reciprocal basis. North Carolina banking law authorizes North Carolina banks to establish branches in other states and permits out-of-state banks to establish branches in
North Carolina on a reciprocal basis. The effects of interstate acquisitions and branching can not be determined at this time but will likely increase competition in the banking industry in North Carolina.

Material Customers

Deposits are derived from a broad base of customers in the Companys trade area. No material portion of deposits
have been obtained from a single person or a few persons, with the exception of the Town of Chadbourn, North Carolina and the Columbus County School Board. Deposits from these two customers account for, on average, 3.3% of the Banks total
deposits during 2002. In addition, most securities sold under agreements to repurchase ($2.9 million average during 2002) were held by these two customers. Management does not believe the loss of any one customer would have a materially adverse
effect on the business of the Company.





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The majority of loans and commitments to extend credit have been granted to customers in the Companys market area. The majority of such customers are
depositors. The Bank generally does not extend credit to any single borrower or group of related borrowers in excess of approximately $2.4 million.

Rights

No patents, trademarks, licenses, franchises or concessions held are of material significance to the Company.

Environmental Laws

Compliance with Federal, State, or Local provisions regulating the discharge of materials into the environment has not had, nor is it expected to
have in the future, a material effect upon the Companys capital expenditures, earnings or competitive position.

Employees

The Company had no compensated employees. The Bank presently has 55 full-time equivalent employees consisting of 51 full-time employees and 7 part-time employees.

ITEM 2.DESCRIPTION OF PROPERTY

The Company purchased a 2.44 acre tract of real estate for $233,318 from a Company director to be used as a construction site for a banking facility. Management believes that the purchase price was at
or below fair market value. The construction was completed in April of 2001 at a cost of $1.8 million. The two story building has approximately 12,000 finished square feet. In addition to the tellers inside the building, the Bank utilizes 3 drive-up
lanes and an ATM to service the need of customers.

The Bank has two additional branches in Columbus County located at 105 Hickman Road, Tabor City, North Carolina and 111
Strawberry Boulevard, Chadbourn, North Carolina. The Tabor City Branch is located in a 3,800 square foot building that includes two drive-up lanes and an ATM. The property is leased for $33,474 per year. The lease was assumed from the prior tenant
and expires in 2007. The Bank has the option to extend the lease for four additional five year terms.

The Chadbourn branch is a one-story brick building with approximately 2,500
square feet of floor space that was leased following a Centura branch acquisition. The Bank has a five year lease with the option to renew for five additional terms, five years each. The branch also has drive-up facilities. In addition, on January
2, 1999 the Bank purchased on a 1.7 acre tract in Chadbourn for $50,000 for future expansion.

The Bank has two branches located in Brunswick County, one in Shallotte, North
Carolina, the other in Holden Beach, North Carolina. The Shallotte branch is housed in a 2,521 square foot facility that includes two drive-up lanes and an ATM. The building is leased for a term of ten years beginning on February 1, 2000. The Bank
has the option to renew the lease for three additional terms of five years.

The Holden Beach branch is housed in a 1,200 square foot facility that includes one drive-up lane and
an ATM. The building is leased for a term of five years beginning on October 10, 2000. The Bank has the option to renew the lease for five additional terms of five years.

ITEM 3.LEGAL PROCEEDINGS

The Company is not party to, nor is any of its property subject of, any material pending legal proceedings incidental to the business of the Company or the Bank.





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ITEM 4.SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this
report.





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PART II

ITEM
5.MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The
Companys articles of incorporation authorize it to issue up to 5,000,000 shares of common stock, no par value, of which 1,530,990 shares were issued and outstanding as of March 20, 2003. There is no established public trading market in the
common stock. The common stock trades thinly, primarily on the local market.

The approximate number of holders of the Companys shares of common stock as of March 20, 2003
is 1,800. There are no issued or outstanding shares of the Companys preferred stock as of March 20, 2003.

The Board of Directors anticipates that all or substantially all
of the Companys earnings in the foreseeable future will be required for use in the development of the Companys business. The payment of future cash dividends will be determined by the Board of Directors and is dependent upon the receipt
of dividends from the Bank. To date, the Company has not paid any cash dividends.

The availability of dividends from the Bank is dependant on the Banks earnings, financial
condition, business projections, and other pertinent factors. In addition, North Carolina banking law will prohibit the payment of cash dividends if the banks surplus is less than 50% of its paid-in capital. Also, under federal banking law, no
cash dividend may be paid if the Bank is undercapitalized, or insolvent or if payment of the cash dividend would render the Bank undercapitalized or insolvent, and no cash dividend may be paid by the Bank if it is in default of any deposit insurance
assessment due to the FDIC.

Set forth below are the approximate high and low (bid quotations/sales price), known to the management of the Bank, for each quarter in the last three
fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not represent actual transactions.



|               |  | 2002  |  | 2001  |  | 2000  | 
|-------------- |  | ----- |  | ----- |  | ----- | 
|               |  |       |  |       |  |       | 
|               |  | High  |  | Low   |  | High  | 
|               |  |       |  |       |  |       | 
|First Quarter  |  | 16.00 |  | 16.00 |  | 16.00 | 
|Second Quarter |  | 18.00 |  | 16.00 |  | 16.00 | 
|Third Quarter  |  | 18.50 |  | 18.00 |  | 16.00 | 
|Fourth Quarter |  | 18.00 |  | 18.00 |  | 16.00 | 





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ITEM 6.MANAGEMENTS DISCUSSION AND ANALYSIS

The information required under this item is incorporated by reference to the Companys 2002 Annual Report to
Stockholders, pages 27 through 42.

ITEM 7.FINANCIAL STATEMENTS

The following financial statements of the Company and the Independent
Auditors Report set forth on pages 4 through 26 of the Companys 2002 Annual Report to Stockholders are incorporated herein by reference:

1.Consolidated Balance Sheets as of December 31, 2002 and 2001

2.Consolidated Statements of Income for the years ended December 31, 2002, 2001 and 2000

3.Consolidated Statements of Stockholders Equity for the years
ended December 31, 2002, 2001 and 2000

4.Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000

5.Notes to Consolidated Financial Statements

6.Independent Auditors Report

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None





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PART III

ITEM
9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:

The Chief
Executive Officer of the Company as of March 20, 2003 is set out under the caption Executive Compensation on page 9 of the Companys 2003 Proxy Statement dated March 1, 2003 and is incorporated herein by reference. Information with
respect to the directors of the Company is set out under the caption Election of Directors on pages 4 and 5 and Incumbent Directors on pages 5 and 6 of the Companys 2003 Proxy Statement dated March 1, 2003, such
information is incorporated herein by reference. Other Executive Officers of the Company are listed in the Companys 2003 Proxy Statement dated March 1, 2003 and is incorporated herein by reference.

ITEM 10.EXECUTIVE COMPENSATION

The information set forth under Executive Compensation on page 9 of the Companys 2003 Proxy Statement dated March 1, 2003 is incorporated herein by reference. The information of the following
attachments is incorporated herein by reference: Waccamaw Bank 1998 Incentive Stock Option Plan, Waccamaw Bank 1998 Nonstatutory Stock Option Plan, and Employment Agreement between James G. Graham and Waccamaw Bank dated January 1, 1999.





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ITEM 11.SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth under Beneficial Ownership of Securities on pages 3 and 4 of the Companys
2003 Proxy Statement dated March 1, 2003 is incorporated herein by reference.

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained under Indebtedness of
and Transactions with Management on page 10 of the Companys 2003 Proxy Statement dated March 1, 2003 is incorporated herein by reference.





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PART IV

ITEM
13.EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of the
report:

1.Financial Statements

The following financial statements are incorporated in this report by reference to the indicated pages of the 2002 Annual Report to Stockholders



|                                                                                               |  | 2002 Annual Reportto Stockholders Pages
|---------------------------------------------------------------------------------------------- |  | ---------------------------------------
|                                                                                               |  |                                        
|                                                                                               |  |                                        
|Consolidated Balance Sheets - December 31, 2002 and 2001                                       |  | 4                                      
|                                                                                               |  |                                        
|Consolidated Statements of Income - Years ended December 31, 2002, 2001 and 2000               |  | 5                                      
|                                                                                               |  |                                        
|Consolidated Statements of Stockholders Equity - Years ended December 31, 2002, 2001 and 2000 |  | 6                                      
|                                                                                               |  |                                        
|Consolidated Statements of Cash Flows - Years ended December 31, 2002, 2001 and 2000           |  | 7                                      
|                                                                                               |  |                                        
|Notes to Consolidated Financial Statements                                                     |  | 8  25                                 
|                                                                                               |  |                                        
|Independent Auditors Report                                                                   |  | 26                                     

2.Financial Statement Schedules:

All schedules are
omitted as the required information is inapplicable or the information is presented in the Financial Statements or related notes, or managements discussion and analysis.

3.2003 Proxy Statement

4.Exhibits

The exhibits filed as part of this report and exhibits
incorporated herein by reference to other documents are listed in the Index to this Annual Report on Form 10-KSB.

(a)Reports on Form 8-K

None

(b)Exhibits



|ExhibitNo. | Description                       
|---------- | ----------------------------------
|           |                                   
|13.1       | 2002 Annual Report to Stockholders
|           |                                   
|13.2       | 2003 Proxy Statement              





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SIGNATURES

In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized



|               |  |  | WACCAMAW BANKSHARES, INC.                           
|-------------- |  |  | ----------------------------------------------------
|March 24, 2003 |  |  |                                                     
|               |  |  |                                                     
|Date           |  |  | James G. GrahamPresident and Chief Executive Officer

In accordance with the Exchange Act, this report has to be signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.



|Signature                |  | Title                                |  | Date          
|------------------------ |  | ------------------------------------ |  | --------------
|                         |  |                                      |  |               
|/s/ James G. Graham      |  | President andChief Executive Officer |  | March 20, 2003
|                        
|James G. Graham         
|                         |  |                                      |  |               
|/s/ M. B. Bo Biggs     |  | Director                             |  | March 20, 2003
|                        
|M. B. Bo Biggs        
|                         |  |                                      |  |               
|/s/Dr. Maudie M. Davis   |  | Director                             |  | March 20, 2003
|                        
|Dr.Maudie M. Davis      
|                         |  |                                      |  |               
|/s/ E. Autry Dawsey, Sr. |  | Director                             |  | March 20, 2003
|                        
|E. Autry Dawsey, Sr.    
|                         |  |                                      |  |               
|/s/ Monroe Enzor, III    |  | Director                             |  | March 20, 2003
|                        
|Monroe Enzor, III       
|                         |  |                                      |  |               
|/s/ James E. Hill, Jr.   |  | Director                             |  | March 20, 2003
|                        
|James E. Hill, Jr.      
|                         |  |                                      |  |               
|/s/ Michael K. Jones     |  | Director, Chairman of the Board      |  | March 20, 2003
|                        
|Michael K. Jones        
|                         |  |                                      |  |               
|/s/  Alan W. Thompson    |  | Director                             |  | March 20, 2003
|                        
|Alan W. Thompson        
|                         |  |                                      |  |               
|/s/  Dale Ward           |  | Director                             |  | March 20, 2003
|                        
|Dale Ward               





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|/s/  J. Densil Worthington |  | Director |  | March 20, 2003
|-------------------------- |  | -------- |  | --------------
|                          
|J. Densil Worthington     









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SIGNATURES

STATEMENT OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. 1350

In connection with the Annual Report on Form 10-KSB for the period ended December 31, 2002 (the Form
10-KSB) of Waccamaw Bankshares, Inc. (the Company), we, James G. Graham, Chief Executive Officer of the Company, and David A. Godwin, Chief Financial Officer of  the Company, hereby certify pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge;

(a)          the Form 10-KSB fully complies with the requirements of Sections 13(a) of the Securities Exchange Act
of 1934, as amended; and

(b)          the information contained in the Form 10-KSB
fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Form 10-KSB.

|By: | /s/ JAMES G. GRAHAM                                   |  | Date: | March 24, 2003
|--- | ----------------------------------------------------- |  | ----- | --------------
|    |                                                       |  |       |               
|    | James G. Graham President and Chief Executive Officer |  |       |               
|    |                                                       |  |       |               
|By: | /s/ DAVID A. GODWIN                                   |  | Date: | March 24, 2003
|    |                                                       |  |       |               
|    | David A. Godwin Chief Financial Officer               |  |       |               



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CERTIFICATION

|I, James G. Graham certify that:                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|1.          I have reviewed this quarterly report on Form
10-KSB of December 31, 2002;                                                                                                                                                                                                                                                                                                           
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|2.          Based on my knowledge, this annual report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this annual report;                                                             
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|3.          Based on my knowledge, the financial
statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;                                                                                
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|4.          The registrants other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                
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|                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                 
|5.          The registrants other certifying
officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):                                                                                                                                       
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|                                                                                                                                                                                                                                                                                                                                                                                                 
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|6.          The registrants other certifying
officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.
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|Date:                                                                                                                                                                                                                                                                                                                                                                                            
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CERTIFICATION

|I, David A. Godwin certify that:                                                                                                                                                                                                                                                                                                                                                                   
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|7.           I have reviewed this annual report on Form
10-KSB of December 31, 2002;                                                                                                                                                                                                                                                                                                               
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|8.           Based on my knowledge, this quarterly report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this annual report;                                                           
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|9.           Based on my knowledge, the financial
statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                   
|10.           The registrants other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                
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|11.           The registrants other certifying
officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):                                                                                                                                       
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|12.           The registrants other certifying
officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.
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|Date:                                                                                                                                                                                                                                                                                                                                                                                              
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