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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT OF 1934
For the fiscal year ended December 31, 2006
                                       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:

  COMMON STOCK (PAR VALUE $0.01 PER SHARE)        NASDAQ GLOBAL SELECT MARKET
              (Title of Class)                       (Name of exchange on
                                                      which registered)

        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.    Yes    No   X
                                                        -----

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.   Yes    No  X
                                                       -----

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):

Large accelerated filer      Accelerated filer   X    Non-accelerated filer
                        ----                   -----                        ----
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 aggregate market value of voting stock held by nonaffiliates of the
registrant at June 30, 2006, was approximately $277.1 million based on the
closing sale price of the registrant's Common Stock as listed on the Nasdaq
Global Select 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 March 1, 2007:  9,943,842.

                       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, 2006. (Part II)
         2.  Portions of Proxy Statement for the 2007 Annual Meeting of
Stockholders. (Part II and Part III)


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                                EXPLANATORY NOTE

         The purpose of this Amendment No. 1 to the Annual Report on Form 10-K
for the year ended December 31, 2007 (the "Form 10-K") for First South Bancorp,
Inc. (the "Company") is to file Exhibit 10.11 hereto, which exhibit was
inadvertently omitted from the Company's Form 10-K filed on March 13, 2007.








                                        2



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                                     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:

         Reports of Independent Registered Public Accounting Firms

         Consolidated Statements of Financial Condition as of December 31, 2006
         and 2005

         Consolidated Statements of Operations for the Years Ended December 31,
         2006, 2005 and 2004

         Consolidated Statements of Changes in Stockholders Equity for the Years
         Ended December 31, 2006 and 2005 and 2004

         Consolidated Statements of Cash Flows for the Years Ended December
         31, 2006 and 2005 and 2004

         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.
<TABLE>
<CAPTION>
       NO.        DESCRIPTION
       ---        -----------

       <S>        <C>
       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 (Incorporated  herein by reference from the
                  Company's Annual Report on Form 10-K for the Year Ended December 31, 2004 (File No. 0-22219))
       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))*

                                                               3
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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       Intentionally omitted
      10.11       Change-in-Control  Protective  Agreement  between First South Bank,  First South  Bancorp,  Inc.
                  and Larry W. Mallard dated April 14, 2005 and amended on February 7, 2007
      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, 2006+
      21          Subsidiaries of the Registrant+
      23.1        Consent of Turlington and Company, LLP+
      23.2        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
</TABLE>
      ___________________________
      *  Management contract or 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.


                                       4
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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.
March 14, 2007
                                              By: /s/ Thomas A. Vann
                                                  ------------------
                                                  Thomas A. Vann
                                                  President