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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 2)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

For the fiscal year ended December 31, 2004

                                       OR

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

For the transition period from _________ to _________

                           Commission File No. 0-22219
                                               -------

                            FIRST SOUTH BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            VIRGINIA                                         56-1999749
------------------------------------                    --------------------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

1311 CAROLINA AVENUE, WASHINGTON, NORTH CAROLINA             27889-2047
------------------------------------------------          ---------------
(Address of Principal Executive Offices)                     (Zip Code)

       Registrant's telephone number, including area code: (252) 946-4178

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

                                      NONE
                                      ----

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

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                     --------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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
                         ---      ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).  Yes   X   No
                                          -----    -----

At June 30, 2004, the registrant had 6,222,216 shares of its Common Stock, $0.01
par value, outstanding. The aggregate market value of voting stock held by
nonaffiliates of the Corporation at June 30, 2004, was approximately $115.1
million based on the closing sale price of the registrant's Common Stock as
listed on the Nasdaq National Market as of the last business day of the
registrant's most recently completed second fiscal quarter. For purposes of this
calculation, it is assumed that directors, executive officers and beneficial
owners of more than 5% of the registrant's outstanding voting stock are
affiliates.

Number of shares of Common Stock outstanding as of April 30, 2005:  6,313,672.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following lists the documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:

         1.  Portions of the Annual Report to Stockholders for the fiscal year
             ended December 31, 2004. (Parts II and IV)
         2.  Portions of Proxy Statement for 2005 Annual Meeting of
             Stockholders. (Part III)


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                                EXPLANATORY NOTE

First South Bancorp, Inc. (the "Company") is filing this Amendment No. 2 on Form
10-K/A (this "Amendment") to its Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, which was originally filed on March 14, 2005 and
subsequently amended on April 29, 2005.

The purpose of this Amendment is to: (i) revise Management's Report on Internal
Control Over Financial Reporting filed on April 29, 2005 ("Management's Report")
to include management's assessment with respect to compliance with laws and
regulations relating to safety and soundness; and (ii) correct a typographical
error on the date of Management's Report, which should have been dated April 28,
2005. This Amendment amends and restates in their entirety only the cover page,
Item 9A, Item 15, and Exhibits 31.1 and 31.2. This Amendment does not affect any
other parts of or exhibits to the Original Filing, and those unaffected parts or
exhibits are not included in this Amendment.

Except as expressly stated herein, this Amendment continues to speak as of the
date of the Original Filing and the Company has not updated the disclosure
contained herein to reflect events that have occurred since the filing of the
Original Filing. Accordingly, this Amendment should be read in conjunction with
the Original Filing and the Company's other filings, if any, made with the
Securities and Exchange Commission subsequent to the filing of the Original
Filing, including any amendments to those filings, if any.


                                    PART II

ITEM 9A. CONTROLS AND PROCEDURES
--------------------------------

DISCLOSURE CONTROLS AND PROCEDURES

         As of the end of the period covered by this report, management of the
Company carried out an evaluation, under the supervision and with the
participation of the Company's principal executive officer and principal
financial officer, of the effectiveness of the Company's disclosure controls and
procedures. Based on this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and procedures are effective in ensuring that information required to be
disclosed by the Company in reports that it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. It should be noted that the design of the
Company's disclosure controls and procedures is based in part upon certain
reasonable assumptions about the likelihood of future events, and there can be
no reasonable assurance that any design of disclosure controls and procedures
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote, but the Company's principal executive and
financial officers have concluded that the Company's disclosure controls and
procedures are, in fact, effective at a reasonable assurance level.

         The annual report of management on the effectiveness of internal
control over financial and the attestation report thereon issued by the
Company's independent registered public accounting firm are set forth below
under "Management's Report on Internal Control Over Financial Reporting" and
"Report of Independent Registered Public Accounting Firm".

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




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                    [Letterhead of First South Bancorp, Inc.]


MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of First South Bancorp, Inc. and subsidiary (the "Company") is
responsible for establishing and maintaining effective internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934. Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles.

Under the supervision and with the participation of management, including the
principal executive officer and principal financial officer, the Company
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in INTERNAL CONTROL - INTEGRATED FRAMEWORK
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation under the framework in INTERNAL CONTROL - INTEGRATED
FRAMEWORK, management of the Company has concluded the Company maintained
effective internal control over financial reporting as of December 31, 2004.

Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting can
also be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting.

Management is also responsible for compliance with laws and regulations relating
to safety and soundness which are designated by the FDIC and the appropriate
federal banking agency. Management assessed its compliance with these designated
laws and regulations relating to safety and soundness and believes that the
Company complied, in all significant respects, with such laws and during the
year ended December 31, 2004.

Dixon Hughes PLLC, an independent, registered public accounting firm, has
audited the Company's consolidated financial statements as of and for the year
ended December 31, 2004, and has issued an attestation report on the Company's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2004, which is included herein.


First South Bancorp, Inc.
April 28, 2005



/s/ Thomas A. Vann                               /s/ William L. Wall
------------------                               -------------------
Thomas A. Vann                                   William L. Wall
President and                                    Executive Vice President and
Chief Executive Officer                          Chief Financial Officer




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ATTESTATION REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM


                        [Letterhead of Dixon Hughes PLLC]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
First South Bancorp, Inc.
Washington, North Carolina

We have audited management's assessment, included in the accompanying
Management's Annual Report on Internal Control Over Financial Reporting, that
First South Bancorp, Inc. (the "Company") maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria established
in INTERNAL CONTROL--INTEGRATED FRAMEWORK issued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Because management's assessment
and our audit were conducted to also meet the reporting requirements of Section
112 of the Federal Deposit Insurance Company Improvement Act (FDICIA),
management's assessment and our audit of the Company's internal control over
financial reporting included controls over the preparation of financial
statements in accordance with the instructions to the Consolidated Financial
Statements for Bank Holding Companies (form FR Y-9 C).  A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.


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In our opinion, management's assessment that First South Bancorp, Inc.
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on criteria
established in INTERNAL CONTROL--INTEGRATED FRAMEWORK issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Also in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria established in
INTERNAL CONTROL--INTEGRATED FRAMEWORK issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated statement of
financial condition of the Company as of December 31, 2004 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year then ended December 31, 2004, and our report dated February
22, 2005, expressed an unqualified opinion on those consolidated financial
statements.

We do not express an opinion or any other form of assurance on management's
statement referring to compliance with designated laws and regulations related
to safety and soundness.


/s/ Dixon Hughes PLLC
Sanford, North Carolina
April 28, 2005




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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         There have been no changes in the Company's internal control over
financial reporting identified in connection with the evaluation described in
the above paragraph that occurred during the Company's last fiscal quarter, that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
         ------------------------------------------

         (a)  LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
              ----------------------------------------------

         (1) FINANCIAL STATEMENTS. The following consolidated financial
statements are incorporated by reference from Item 8 hereof:

         Report of Independent Registered Public Accounting Firm
         Consolidated Statements of Financial Condition as of December 31, 2004
           and 2003
         Consolidated Statements of Operations for the Years Ended December 31,
           2004, 2003 and 2002
         Consolidated Statements of Changes in Stockholders Equity for the
           Years Ended December 31, 2004 and 2003 and 2002
         Consolidated Statements of Cash Flows for the Years Ended December 31,
           2004 and 2003 and 2002
         Notes to Consolidated Financial Statements

         (2) FINANCIAL STATEMENT SCHEDULES. All schedules for which provision is
made in the applicable accounting regulations of the Securities and Exchange
Commission are omitted because of the absence of conditions under which they are
required or because the required information is included in the consolidated
financial statements and related notes thereto.

         (3) EXHIBITS. The following is a list of exhibits filed as part of this
Annual Report on Form 10-K and is also the Exhibit Index.

      NO.     DESCRIPTION
      ---     -----------

      3.1     Certificate of Incorporation of First South Bancorp, Inc.
              (Incorporated herein by reference from Exhibit 3.1 to the
              Company's Registration Statement on Form S-1 (File No. 333-16335))
      3.2     Bylaws of First South Bancorp, Inc., as amended
      4.1     Form of Common Stock Certificate of First South Bancorp, Inc.
              (Incorporated herein by reference from Exhibit 1 to the Company's
              Registration Statement on Form 8-A)
      4.2     Junior Subordinated Indenture between First South Bancorp, Inc.
              and The Bank of New York dated September 26, 2004 (Incorporated
              herein by reference from the Company's Annual Report on Form 10-K
              for the Year Ended December 31, 2003 (File No. 0-22219))
     10.1(a)  Employment Agreement between First South Bancorp, Inc. and
              Thomas A. Vann, as amended (Incorporated herein by reference from
              the Company's Annual Report on Form 10-K for the Year Ended
              December 31, 2003 (File No. 0-22219))*
     10.1(b)  Employment Agreement between First South Bank and Thomas A. Vann,
              as amended (Incorporated herein by reference from the Company's
              Annual Report on Form 10-K for the Year Ended December 31, 2003
              (File No. 0-22219))*
     10.2     Change in Control Protective Agreements between Home Savings Bank,
              SSB, First South Bancorp, Inc. and Mary R. Boyd, Sherry L. Correll
              and Kristie W. Hawkins (Incorporated herein by reference from
              Exhibit 10.4 to the Company's Registration Statement on Form S-1
              (File No. 333-16335))*
     10.3     Supplemental Income Agreements as Amended and Restated
              December 14, 1995 between Home Savings Bank, SSB and Sherry L.
              Correll and Thomas A. Vann and the 1996 Amendment Thereto
              (Incorporated herein by reference from Exhibit 10.5 to the
              Company's Registration Statement on Form S-1 (File No.
              333-16335))*
     10.4     Supplemental Income Plan Agreements as Amended and Restated
              December 14, 1995 between Home Savings Bank, SSB and James F.
              Buckman, Thomas A. Vann and William L. Wall and the 1996 Amendment
              Thereto (Incorporated herein by reference from Exhibit 10.6 to the
              Company's Registration Statement on Form S-1 (File No.
              333-16335))*


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      10.5    Home Savings Bank, SSB Director's  Deferred  Compensation Plan
              Agreements as Amended and Restated December 14, 1995 with Edmund
              T. Buckman, Jr., Linley H. Gibbs, Jr., Frederick N. Holscher,
              Frederick H. Howdy, Charles E. Parker, Jr., Marshall T. Singleton
              and Thomas A. Vann and the 1996 Amendment Thereto (Incorporated
              herein by reference from Exhibit 10.7 to the Company's
              Registration Statement on Form S-1 (File No. 333-16335))*
      10.6    First South Bank Director's Retirement Plan Agreements as Amended
              and Restated December 14, 1995 with Edmund T. Buckman, Jr., Linley
              H. Gibbs, Jr., Frederick N. Holscher, Frederick H. Howdy, Charles
              E. Parker, Jr. and Thomas A. Vann, the 1996 Amendment thereto and
              the 2004 Amendment thereto (Incorporated herein by reference from
              the Company's Annual Report on Form 10-K for the Year Ended
              December 31, 2003 (File No. 0-22219))*
      10.7    Home Savings Bank, SSB Director's Retirement Payment Agreements as
              Amended and Restated December 14, 1995 with Edmund T. Buckman,
              Jr., Linley H. Gibbs, Jr., Frederick N. Holscher, Frederick H.
              Howdy, Charles E. Parker, Jr., and Thomas A. Vann and the 1996
              Amendment Thereto (Incorporated herein by reference from Exhibit
              10.9 to the Company's Registration Statement on Form S-1 (File No.
              333-16335))*
      10.8    Home Savings Bank, SSB Directors Retirement Plan Agreement with
              Marshall Singleton and the 2004 Amendment thereto (Incorporated
              herein by reference from the Company's Annual Report on Form 10-K
              for the Year Ended December 31, 2003 (File No. 0-22219))*
      10.9    First South Bancorp, Inc. 1997 Stock Option Plan, as amended
              (Incorporated herein by reference from Exhibit 10.10 to the
              Company's Annual Report on Form 10-K for the Year Ended September
              30, 1999 (File No. 0-22219))*
      10.10   Supplemental Income Plan Agreement between First South Bank and
              Robert E. Branch dated September 21, 2004**
      10.11   Change-in-Control Protective Agreement between First South Bank,
              First South Bancorp, Inc. and Robert E. Branch dated January 27,
              2005**
      10.12   Change-in-Control Protective Agreement between First South Bank,
              First South Bancorp, Inc. and William L. Wall dated January 1,
              2001 (Incorporated herein by reference from Exhibit 10.12 to the
              Company's Annual Report on Form 10-K for the Year Ended September
              30, 2001 (File No. 0-22219))*
      10.13   Trust Preferred Securities Guarantee Agreement between First South
              Bancorp, Inc., and The Bank of New York dated September 26, 2003
              (Incorporated herein by reference from the Company's Annual Report
              on Form 10-K for the Year Ended December 31, 2003 (File No.
              0-22219))
      13      Annual Report to Stockholders for the Fiscal Year Ended
              December 31, 2004**
      21      Subsidiaries of the Registrant**
      23.1    Consent of PricewaterhouseCoopers LLP**
      23.2    Consent of  Dixon Hughes PLLC**
      23.3    Consent of  Dixon Hughes PLLC**
      31.1    Rule 13a-14(a) Certification of Chief Executive Officer
      31.2    Rule 13a-14(a) Certification of Chief Financial Officer
      32      Certification pursuant to 18 U.S.C. Section 1350**
---------------
      *       Compensatory plan or arrangement
      **      Previously filed


         (b) EXHIBITS. The exhibits required by Item 601 of Regulation S-K are
             --------
either filed as part of this Annual Report on Form 10-K or incorporated by
reference herein.

         (c) FINANCIAL STATEMENTS AND SCHEDULES EXCLUDED FROM ANNUAL REPORT.
             --------------------------------------------------------------
There are no other financial statements and financial statement schedules which
were excluded from the Annual Report to Stockholders pursuant to Rule 14a-3(b)
which are required to be included herein.




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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                              FIRST SOUTH BANCORP, INC.

May 2, 2005
                                              By: /s/ Thomas A. Vann
                                                  --------------------------
                                                  Thomas A. Vann
                                                  President