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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB



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ANNUAL REPORT UNDER SECTION 13 OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

Commission File Number: 000-31877



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CAROLINA BANK HOLDINGS, INC.

(Exact Name of registrant as specified in its charter)



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NORTH CAROLINA

(State of
Incorporation)

56-2215437

(I.R.S. Employer Identification No.)

528 COLLEGE ROAD

GREENSBORO, NORTH CAROLINA 27410

(Address of Principal Office)

(336) 288-1898

(Registrants telephone number, including area code)



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

COMMON
STOCK, $1.00 PAR VALUE



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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ̈

NOTE  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13
or 15(d) of the Exchange Act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    YES ̈NO  x

The Registrants revenues for the year ended December 31, 2005 were $20,141,000.

The aggregate market value of the voting stock held by non-affiliates of the Registrant at February 24, 2006 was approximately $33,908,000.

The number of shares of the Registrants Common Stock outstanding on February 24, 2006 was 2,720,496.

Documents Incorporated by Reference:



| | 1. | Proxy Statement for the 2006 Annual Meeting of Shareholders
| | -- | -----------------------------------------------------------

(Parts II and III).



|Transitional | Small Business Disclosure Format    YES ̈NO  x
|------------ | ---------------------------------------------



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FORM 10-KSB CROSS-REFERENCE INDEX



|          |  |                                                                                                                 |  |             |  |                
|--------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----------- |  | ---------------
|          |  |                                                                                                                 |  | Form 10-KSB |  | Proxy Statement
|PART I    |  |                                                                                                                 |  |            
|          |  |                                                                                                                 | 
|Item 1   |  | Description of Business                                                                                         |  | 3           |  |                
|Item 2   |  | Description of Property                                                                                         |  | 8           |  |                
|Item 3   |  | Legal Proceedings                                                                                               |  | 8           |  |                
|Item 4   |  | Submission of Matters to a Vote of Security Holders                                                             |  | 8           |  |                
|          |  |                                                                                                                
|PART II   |  |                                                                                                                 |  |            
|          |  |                                                                                                                 | 
|Item 5   |  | Market for Common Equity and Related Shareholder Matters                                                        |  | 9           |  | X              
|Item 6   |  | Managements Discussion & Analysis                                                                              |  | 9           |  | X              
|Item 7   |  | Financial Statements                                                                                            |  | 9           |  | X              
|Item 8   |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 9           |  |                
|Item 8A  |  | Controls and Procedures                                                                                         |  | 9           |  |                
|Item 8B  |  | Other Information                                                                                               |  | 9           |  |                
|          |  |                                                                                                                
|PART III  |  |                                                                                                                 |  |            
|          |  |                                                                                                                 | 
|Item 9   |  | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |  | 10          |  | X              
|Item 10  |  | Executive Compensation                                                                                          |  | 10          |  | X              
|Item 11  |  | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters                  |  | 10          |  | X              
|Item 12  |  | Certain Relationships and Related Transactions                                                                  |  | 11          |  | X              
|Item 13  |  | Exhibits                                                                                                        |  | 11          |  |                
|Item 14  |  | Principal Accountant Fees and Services                                                                          |  | 12          |  | X              



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PART I

ITEM 1: DESCRIPTION OF BUSINESS

General

Carolina Bank Holdings, Inc. was incorporated under the laws of the State of North Carolina on August 19, 2000, at the direction of the Board of Directors of Carolina Bank, for the purpose of serving as the bank
holding company of Carolina Bank. The bank exchanged all of its outstanding shares of capital stock for shares of our common stock on a one-for-one basis, thereby making us its sole shareholder and bank holding company. Our corporate office is
located at 528 College Road, Greensboro, North Carolina.

Carolina Bank is a North Carolina chartered bank, which incorporated in August 1996 and began
banking operations in November 1996. The banks main banking office is located at 2604 Lawndale Drive, Greensboro, North Carolina.

At
December 31, 2005, we had 59 full-time equivalent employees.

Business of Carolina Bank Holdings, Inc. and Carolina Bank

Our only function is the ownership of all of the issued and outstanding stock of the bank and ownership of all of the issued and outstanding common securities of Carolina
Capital Trust, a Delaware business trust formed in December 2004 for the purpose of selling $10,000,000 of trust preferred securities. We do not engage in any separate lines of business other than those of the bank. The bank engages in a general
banking business in Guilford, Alamance and Randolph Counties, North Carolina. Its operations are primarily commercially oriented and directed to individuals and small to medium-sized businesses located in its market area and its deposits and loans
are derived primarily from customers in its geographic market. The bank provides most traditional commercial and consumer banking services, including personal and commercial checking and savings accounts, money market accounts, certificates of
deposit, individual retirement accounts and related business and individual banking services. The banks lending activities are concentrated in commercial lending but also include commercial loans to small-to-medium sized businesses located
primarily in its market area for various purposes, and various consumer-type loans to individuals, including installment loans, credit card products, mortgage loans and equity lines of credit. The bank does not provide the services of a trust
department, but invested in a trust bank that provides trust services to community bank customers in 2004.

Primary Market Area

The banks primary service area consists of the Cities of Greensboro, Burlington and Asheboro, North Carolina and the areas immediately surrounding Greensboro,
Burlington and Asheboro, all of which are located in Guilford, Alamance and Randolph Counties, North Carolina.

Competition

Commercial banking in the banks primary service area and in North Carolina as a whole is extremely competitive with state laws permitting state-wide branching. The
bank competes directly for deposits in its primary service area with other commercial banks, savings banks, credit unions, agencies issuing United States government securities and all other organizations and institutions engaged in money market
transactions. In its lending activities, the bank competes with all other financial institutions as well as consumer finance companies, mortgage companies and other lenders engaged in the business of extending credit. In Guilford County, 22 other
commercial banks operate 129 full service offices,



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including all of the largest banks in North Carolina. In Alamance County, 13 other commercial banks operate 47 full
service branch offices. In Randolph County, 15 other commercial banks operate 43 full service branch offices.

Interest rates, both on loans and deposits,
and prices of services are significant competitive factors among financial institutions generally. Office location, office hours, customer service, community reputation and continuity of personnel are also important competitive factors. Many of the
banks competitors have greater resources, broader geographic markets and higher lending limits, and can offer more products and better afford and make more effective use of media advertising, support services and electronic technology than the
bank. The bank depends on its reputation as a community bank in its local market, direct customer contact, its ability to make credit and other business decisions locally, and personalized service to counter these competitive disadvantages.

Employees

The bank currently employs 59 full-time
equivalent employees. We do not have any officers or employees who are not also officers or employees of Carolina Bank. None of our employees are covered by a collective bargaining agreement. We believe our relations with our employees to be good.

Regulation

We are extensively regulated under both
federal and state law. Generally, these laws and regulations are intended to protect depositors and borrowers, not shareholders. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its
entirety by reference to the particular statutory and regulatory provisions. Any change in applicable law or regulation may have a material effect on our business.

THE BANK HOLDING COMPANY ACT. We are a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended, and are required to register as such with the Board of Governors of the Federal Reserve System. A bank
holding company is required to file annual reports and other information regarding its business operations and those of its subsidiaries with the Federal Reserve Board. It is also subject to examination by the Federal Reserve Board and is required
to obtain Federal Reserve Board approval prior to acquiring, directly or indirectly, more than 5% of the voting stock of any bank, unless it already owns a majority of the voting stock of such bank. Furthermore, a bank holding company must engage,
with limited exceptions, in the business of banking or managing or controlling banks or furnishing services to or performing services for its subsidiary banks. One of the exceptions to this prohibition is the ownership of shares of a company the
activities of which the Federal Reserve Board has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.

STATE LAW. We are subject to extensive supervision and regulation by the North Carolina Commissioner of Banks. The Commissioner of Banks oversees state laws that set specific requirements for bank capital and regulate
deposits in, and loans and investments by, banks, including the amounts, types, and in some cases, rates. The Commissioner supervises and performs periodic examinations of North Carolina-chartered banks to assure compliance with state banking
statutes and regulations, and we are required to make regular reports to the Commissioner describing, in detail, our resources, assets, liabilities and financial condition. Among other things, the Commissioner regulates mergers and consolidations of
state-chartered banks, the payment of dividends, loans to officers and directors, record keeping, types and amounts of loans and investments, and the establishment of branches.



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DEPOSIT INSURANCE. As a member institution of the FDIC, the banks deposits are insured up to a maximum of $100,000
per depositor through the Bank Insurance Fund administered by the FDIC. Each member institution is required to pay quarterly deposit insurance premium assessments to the FDIC. The BIF assessment rates have a range of 0 cents to 27 cents for every
$100 in assessable deposits. Banks with no premium are subject to an annual statutory minimum assessment.

CAPITAL REQUIREMENTS. The federal banking
regulators have adopted certain risk-based capital guidelines to assist in the assessment of the capital adequacy of a banking organizations operations for both transactions reported on the balance sheet as assets and transactions, such as
letters of credit, and recourse arrangements, which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk
adjustment percentages which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities, to 100% for assets with relatively high credit risk, such as business loans.

A banking organizations risk-based capital ratios are obtained by dividing its qualifying capital by its total risk adjusted assets. The regulators measure
risk-adjusted assets, which include off balance sheet items, against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. Tier 1, or core capital, includes common equity,
qualifying noncumulative perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill and other intangibles, subject to certain exceptions. Tier 2, or supplementary capital, includes
among other things, limited-life preferred stock, hybrid capital instruments, mandatory convertible securities, qualifying subordinated debt, and the allowance for loan and lease losses, subject to certain limitations and less required deductions.
The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking agencies. Banks and bank holding companies subject to the risk-based capital guidelines are required to maintain a ratio of
Tier 1 capital to risk-weighted assets of at least 4% and a ratio of total capital to risk-weighted assets of at least 8%. The appropriate regulatory authority may set higher capital requirements when particular circumstances warrant. As of
December 31, 2005, we were classified as well-capitalized with Tier 1 and Total RiskBased Capital of 10.36% and 12.17% respectively.

The federal banking agencies have adopted regulations specifying that they will include, in their evaluations of a banks capital adequacy, an assessment of the banks interest rate risk exposure. The standards for measuring the
adequacy and effectiveness of a banking organizations interest rate risk management include a measurement of board of director and senior management oversight, and a determination of whether a banking organizations procedures for
comprehensive risk management are appropriate for the circumstances of the specific banking organization.

Failure to meet applicable capital guidelines
could subject a banking organization to a variety of enforcement actions, including limitations on its ability to pay dividends, the issuance by the applicable regulatory authority of a capital directive to increase capital and, in the case of
depository institutions, the termination of deposit insurance by the FDIC, as well as the measures described under the Federal Deposit Insurance Corporation Improvement Act of 1991 below, as applicable to undercapitalized institutions. In addition,
future changes in regulations or practices could further reduce the amount of capital recognized for purposes of capital adequacy. Such a change could affect our ability to grow and could restrict the amount of profits, if any, available for the
payment of dividends to the shareholders.

FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991. In December 1991, Congress enacted the Federal
Deposit Insurance Corporation Improvement Act of 1991, also known as FDICIA, which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and made significant revisions to several other federal banking
statutes. FDICIA provides for, among other things:



| |  |  | publicly available annual financial condition and management reports for certain financial institutions, including audits by independent accountants,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the establishment of uniform accounting standards by federal banking agencies,
| | - |  | ------------------------------------------------------------------------------



| |  |  | the establishment of a prompt corrective action system of regulatory supervision and intervention, based on capitalization levels, with greater scrutiny and restrictions
placed on depository institutions with lower levels of capital,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | additional grounds for the appointment of a conservator or receiver, and
| | - |  | ------------------------------------------------------------------------



| |  |  | restrictions or prohibitions on accepting brokered deposits, except for institutions which significantly exceed minimum capital requirements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------

FDICIA also provides for increased funding of the FDIC insurance funds and the implementation of risk-based premiums.

A central feature of FDICIA is the requirement that the federal banking agencies take prompt corrective action with respect to depository institutions that
do not meet minimum capital requirements. Pursuant to FDICIA, the federal bank regulatory authorities have adopted regulations setting forth a five-tiered system for measuring the capital adequacy of the depository institutions that they supervise.
Under these regulations, a depository institution is classified in one of the following capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized
and critically undercapitalized. An institution may be deemed by the regulators to be in a capitalization category that is lower than is indicated by its actual capital position if, among other things, it receives an unsatisfactory
examination rating with respect to asset quality, management, earnings or liquidity.

FDICIA provides the federal banking agencies with significantly
expanded powers to take enforcement action against institutions which fail to comply with capital or other standards. Such action may include the termination of deposit insurance by the FDIC or the appointment of a receiver or conservator for the
institution. FDICIA also limits the circumstances under which the FDIC is permitted to provide financial assistance to an insured institution before appointment of a conservator or receiver.

GRAMM-LEACH-BLILEY ACT OF 1999. Effective March 11, 2000, the Gramm-Leach-Bliley Act of 1999 allowed a bank holding company to qualify as a financial holding
company and, as a result, be permitted to engage in a broader range of activities that are financial in nature and in activities that are determined to be incidental or complementary to activities that are financial in nature. The
Gramm-Leach-Bliley Act amended the BHC Act to include a list of activities that are financial in nature, and the list includes activities such as underwriting, dealing in and making a market in securities, insurance underwriting and agency
activities and merchant banking. The Federal Reserve Board is authorized to determine other activities that are financial in nature or incidental or complementary to such activities. The Gramm-Leach-Bliley Act also authorizes banks to engage,
through financial subsidiaries, in certain of the activities permitted for financial holding companies.

INTERNATIONAL MONEY LAUNDERING ABATEMENT AND
FINANCIAL ANTI-TERRORISM ACT OF 2001. On October 26, 2001, the USA Patriot Act of 2001 was enacted. The act contained the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, which set forth anti-money laundering
measures affecting insured depository institutions, broker-dealers and other financial institutions. The Act requires U.S. financial institutions to adopt policies and procedures to combat money laundering and granted the Secretary of the Treasury
broad authority to establish regulations and to impose requirements and restrictions on the operation of financial institutions. The act has not had a material adverse impact on our operations.



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MISCELLANEOUS. The dividends that may be paid by us are subject to legal limitations. In accordance with North Carolina
banking law, dividends may not be paid by the Bank unless its capital surplus is at least 50% of its paid-in capital.

Our earnings will be affected
significantly by the policies of the Federal Reserve Board, which is responsible for regulating the United States 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 requirements 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 for 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 our business and earnings.

Recent Legislative Developments

We cannot predict what legislation
might be enacted or what regulations might be adopted, or if enacted or adopted, the effect thereof on our operations.



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ITEM 2: PROPERTIES

The following table sets forth the location of our offices:



|                           |  |             |  |                        |  |          
|-------------------------- |  | ----------- |  | ---------------------- |  | ---------
|OFFICE LOCATION            |  | YEAR OPENED |  | APPROX. SQUARE FOOTAGE |  | OWN/LEASE
|Corporate Office           |  |             |  |                        |  |          
|528 College Road           |  | 2005        |  | 9,874                  |  | Own      
|Greensboro, NC             |  |             |  |                        |  |          
|                           |  |             | 
|Main Office                |  |             |  |                        |  |          
|2604 Lawndale Drive        |  | 2000        |  | 12,000                 |  | Own      
|Greensboro, NC             |  |             |  |                        |  |          
|                           |  |             | 
|Friendly Center Office     |  |             |  |                        |  |          
|3124 Friendly Avenue       |  | 1996        |  | 5,300                  |  | Lease    
|Greensboro, NC             |  |             |  |                        |  |          
|                           |  |             | 
|Jefferson Village Office   |  |             |  |                        |  |          
|1601 Highwoods Blvd.       |  | 2001        |  | 3,000                  |  | Own      
|Greensboro, NC             |  |             |  |                        |  |          
|                           |  |             | 
|Asheboro Office            |  | 2003        |  | 5,800                  |  | Own      
|335 S. Fayetteville Street |  |             |  |                        |  |          
|Asheboro, NC               |  |             |  |                        |  |          
|                           |  |             | 
|Burlington Office          |  |             |  |                        |  |          
|3057 South Church Street   |  | 2005        |  | 1,000                  |  | Lease    
|Suite 201                  |  |             |  |                        |  |          
|Burlington, NC             |  |             |  |                        |  |          

ITEM 3: LEGAL PROCEEDINGS

As of December 31, 2005, there were no pending material legal proceedings to which we are a
party, or of which any of our property is the subject, that, if decided adversely to us, could have a material adverse financial effect.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.



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PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Summary

Our common stock is listed on the Nasdaq Capital Market, and trades under the symbol, CLBH. As of February 24, 2006, we had issued and outstanding
2,720,496 shares of common stock which were held by approximately 1,200 shareholders.

No cash dividends were paid in 2005 or 2004.

Additional information regarding our common stock, including a table which gives the high and low sale prices for our common stock in each of the calendar quarters in
2005 and 2004, is incorporated by reference to page 15 of the Proxy Statement.

See Item 11 of this report for disclosure regarding securities
authorized for issuance and equity compensation plans required by Item 201(d) of Regulation S-B.

ITEM 6: MANAGEMENTS DISCUSSION AND ANALYSIS

Incorporated by reference to pages
16-30 of the Proxy Statement.

ITEM 7: FINANCIAL STATEMENTS

Incorporated by reference to pages 31-59 of the Proxy Statement.

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

There have been no changes in or disagreements with accountants.

ITEM 8A: CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of
our disclosure controls and procedures as of December 31, 2005. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that
information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the applicable Securities and Exchange Commission
Rules and Forms. There was no change in our internal control over financial reporting identified in connection with the evaluation conducted by our Chief Executive Officer and Chief Financial Officer that materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

ITEM 8B: OTHER INFORMATION

Not applicable.



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PART III

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

Incorporated by reference to pages 5-9 of the Proxy
Statement.

We have adopted a Code of Ethics that applies, among others, to our principal executive officer and principal financial officer. Our Code of
Ethics is available to any person, without charge, upon written request submitted to T. Allen Liles, Carolina Bank Holdings, Inc., 528 College Road, Greensboro, North Carolina 27410.

ITEM 10: EXECUTIVE COMPENSATION

Incorporated by reference to pages 9-12 of the Proxy Statement

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated by
reference to pages 3-4 of the Proxy Statement.

In 1997, the Banks shareholders approved the Carolina Bank 1997 Nonqualified Stock Option Plan for
Directors (the Nonqualified Plan) and the Carolina Bank 1997 Incentive Stock Option Plan (the Incentive Plan). Both plans were adopted by us upon our organization as the Banks holding company. All options to purchase
shares of our stock under the Nonqualified Plan have been granted. The maximum number of options available for grant under the Nonqualified Plan is 112,850 (adjusted for stock dividends). The maximum number of options to purchase shares of our stock
available for grant under the Incentive Plan is 256,849 (adjusted for stock dividends). Of the maximum number of options available for grant, 59,067 were outstanding under the Nonqualified Plan and 200,308 were outstanding under the Incentive Plan
at December 31, 2005. Option prices for both plans are established at market value at the time of grant.



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The following chart contains details of the grants:



|                                                           |  |                                                                         |  |                                                                          |          |                                                                                                                                       |          
|---------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | -------- | ------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Plan Category                                              |  | Number of securities to be issued upon exercise
of outstanding options, |  | Weighted-averageexercise price ofoutstanding options,warrants and rights |          | Number of securitiesremaining availablefor future issuanceunder equitycompensation
plans(excluding securitiesreflected in column (a))
|                                                           |  | (a)                                                                     |  | (b)                                                                      |          | (c)                                                                                                                                  
|Equity compensation plans approved by security holders     |  | Nonstatutory  59,067Incentive  200,308                                |  | $                                                                        | 6.249.23 |                                                                                                                                       | -0-30,351
|Equity compensation plans not approved by security holders |  | None                                                                    |  |                                                                          | N/A      |                                                                                                                                       | None     
|Total                                                      |  | 259,375                                                                 |  | $                                                                        | 8.55     |                                                                                                                                       | 30,351   

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference to pages 6 and 13 of the Proxy
Statement.

ITEM 13: EXHIBITS



|        |  |                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------
|3(i)    |  | Articles of Incorporation of Carolina Bank Holdings, Inc.(1)                                              
|        | 
|3(ii)   |  | Bylaws of the Carolina Bank Holdings, Inc.(1)                                                             
|        | 
|4       |  | Indenture(6)                                                                                              
|        | 
|10(i)   |  | Employment Agreement between the Bank and Robert T. Braswell, dated May 21, 1996(2)                       
|        | 
|10(ii)  |  | Employment Agreement between the Bank and T. Allen Liles, dated July 24, 2001(3)                          
|        | 
|10(iii) |  | 1997 Incentive Stock Option Plan(4)                                                                       
|        | 
|10(iv)  |  | 1997 Nonqualified Stock Option Plan(4)                                                                    
|        | 
|10(v)   |  | Executive Supplemental Retirement Plan Executive Agreement between Carolina Bank and Robert T. Braswell(5)
|        | 
|10(vi)  |  | Executive Supplemental Retirement Plan Executive Agreement between Carolina Bank and T. Allen Liles(5)    
|        | 
|10(vii) |  | Executive Supplemental Retirement Plan Executive Agreement between Carolina Bank and Gunnar N.R. Fromen(5)



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|         |  |                                                                                                              
|-------- |  | -------------------------------------------------------------------------------------------------------------
|10(viii) |  | Life Insurance Endorsement Method Split Dollar Plan Agreement Between Carolina Bank and Robert T. Braswell(5)
|         | 
|10(ix)   |  | Life Insurance Endorsement Method Split Dollar Plan Agreement Between Carolina Bank and T. Allen Liles(5)    
|         | 
|10(x)    |  | Life Insurance Endorsement Method Split Dollar Plan Agreement Between Carolina Bank and Gunnar N.R. Fromen(5)
|         | 
|10(xi)   |  | Carolina Bank Directors Deferral Plan(5)                                                                    
|         | 
|10(xii)  |  | Amended and Restated Declaration of Trust of Carolina Capital Trust(6)                                       
|         | 
|10(xiii) |  | Guarantee Agreement(6)                                                                                       
|         | 
|21       |  | Subsidiaries of the Registrant                                                                               
|         | 
|31(i)    |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.              
|         | 
|31(ii)   |  | Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.             
|         | 
|32(i)    |  | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act.                                            
|         | 
|99       |  | Proxy Statement for the 2005 Annual Meeting of Shareholders(7)                                               

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|(1) | Incorporated by reference to Form 10-KSB of Carolina Bank Holdings, Inc. (Filed April 2, 2001 with the Securities and Exchange Commission.).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Previously filed on Form F-1 of Carolina Savings Bank SSB, Inc. with the Federal Deposit Insurance Corporation for the year ended December 31, 1996, and incorporated herein by
reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Form 10-QSB of Carolina Bank Holdings, Inc. (Filed November 9, 2001 with the Securities and Exchange Commission).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Form S-8 of Carolina Bank Holdings, Inc. (Filed May 11, 2000 with the Securities and Exchange Commission).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Form 10-KSB of Carolina Bank Holdings, Inc. (Filed March 28, 2003 with the Securities and Exchange Commission).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to Form 8-K of Carolina Bank Holdings, Inc. (Filed January 4, 2005 with the Securities and Exchange Commission)
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(7) | As filed with the SEC pursuant to Rule 14a-6(b).
|--- | ------------------------------------------------

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference to pages 7-8 and 13 of the Proxy Statement.



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SIGNATURES

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



CAROLINA BANK HOLDINGS, INC.(Registrant)By:

/s/ Robert T. BraswellRobert T. BraswellPresident andChief Executive OfficerDate: March 28, 2006




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



|                                                                                        |  |  |  |               
|--------------------------------------------------------------------------------------- |  |  |  | --------------
|/s/ Robert T. Braswell Robert T.
Braswell President & Chief Executive Officer           |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ Gary N. Brown Gary N.
Brown Vice Chairman                                           |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ George E. Carr George E.
Carr Director                                              |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ Marlene H. Cato Marlene H.
Cato Director                                            |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ John D. Cornet John D.
Cornet Chairman of the Board of Directors                    |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ Judy H. Fuller Judy H.
Fuller Director                                              |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ James E. Hooper James E.
Hooper Director                                            |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ J. Alexander S. Barrett J.
Alexander S. Barrett Director                            |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ Kenneth C. Mayer, Jr. Kenneth C.
Mayer, Jr. Director                                |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ T. Gray McCaskill T. Gray
McCaskill Director                                        |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ Julius L. Young Julius L.
Young Director                                            |  |  |  | March 28, 2006
|                                                                                        |  | 
|/s/ T. Allen Liles T. Allen
Liles Secretary, Treasurer and Principal Accounting
Officer |  |  |  | March 28, 2006



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                            |  |               
|------------- |  | ---------------------------------------------------------------------------------------------------------- |  | --------------
|ExhibitNumber |  | Exhibit                                                                                                    |  | Page Number   
|3(i)          |  | Articles of Incorporation                                                                                  |  | *             
|              |  |                                                                                                           
|3(ii)         |  | Bylaws                                                                                                     |  | *             
|              |  |                                                                                                           
|4             |  | Indenture                                                                                                  |  | *             
|              |  |                                                                                                           
|10(i)         |  | Employment Agreement of Robert T. Braswell                                                                 |  | *             
|              |  |                                                                                                           
|10(ii)        |  | Employment Agreement of T. Allen Liles                                                                     |  | *             
|              |  |                                                                                                           
|10(iii)       |  | 1997 Incentive Stock Option Plan                                                                           |  | *             
|              |  |                                                                                                           
|10(iv)        |  | 1997 Nonqualified Stock option Plan                                                                        |  | *             
|              |  |                                                                                                           
|10(v)         |  | Executive Supplemental Retirement Plan Executive Agreement between Carolina Bank and Robert T. Braswell    |  | *             
|              |  |                                                                                                           
|10(vi)        |  | Executive Supplemental Retirement Plan Executive Agreement between Carolina Bank and T. Allen Liles        |  | *             
|              |  |                                                                                                           
|10(vii)       |  | Executive Supplemental Retirement Plan Executive Agreement between Carolina Bank and Gunnar N.R. Fromen    |  | *             
|              |  |                                                                                                           
|10(viii)      |  | Life Insurance Endorsement Method Split Dollar Plan Agreement Between Carolina Bank and Robert T. Braswell |  | *             
|              |  |                                                                                                           
|10(ix)        |  | Life Insurance Endorsement Method Split Dollar Plan Agreement Between Carolina Bank and T. Allen Liles     |  | *             
|              |  |                                                                                                           
|10(x)         |  | Life Insurance Endorsement Method Split Dollar Plan Agreement Between Carolina Bank and Gunnar N.R. Fromen |  | *             
|              |  |                                                                                                           
|10(xi)        |  | Carolina Bank Directors Deferral Plan                                                                     |  | *             
|              |  |                                                                                                           
|10(xii)       |  | Amended and Restated Declaration of Trust of Carolina Capital Trust                                        |  | *             
|              |  |                                                                                                           
|10(xiii)      |  | Guarantee Agreement                                                                                        |  | *             
|              |  |                                                                                                           
|21            |  | Subsidiaries of the registrant                                                                             |  | Filed herewith
|              |  |                                                                                                           
|31(i)         |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.            |  | Filed herewith
|              |  |                                                                                                           
|31(ii)        |  | Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.           |  | Filed herewith



15



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##### Table of Contents

|               |  |                                                                           |  |               
|-------------- |  | ------------------------------------------------------------------------- |  | --------------
|Exhibit Number |  | Exhibit                                                                   |  | Page Number   
|32(i)          |  | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed herewith
|               |  |                                                                          
|99             |  | Proxy Statement for the 2006 Annual Meeting of Shareholders               |  | **            

---

|* | Incorporated by reference.
|- | --------------------------

|** | As filed with the SEC pursuant to Rule 14a-6(b).
|-- | ------------------------------------------------



16