BYLAWS

                                       OF

                            FIRST SOUTH BANCORP, INC.


                                    ARTICLE I

                           Principal Executive Office

      The principal  executive  office of First South Bancorp,  Inc. (herein the
"Corporation")  shall be at 1311 Carolina  Avenue,  Washington,  North  Carolina
27889.  The  Corporation  may also have offices at such other  places  within or
without the State of North Carolina as the board of directors shall from time to
time determine.

                                   ARTICLE II

                                  Stockholders

      SECTION  1.  Place  of  Meetings.  All  annual  and  special  meetings  of
stockholders shall be held at the principal  executive office of the Corporation
or at such other place within the United  States as the board of  directors  may
determine and as designated in the notice of such meeting.

      SECTION  2.  Annual  Meeting.   A  meeting  of  the  stockholders  of  the
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation  shall be held annually at such date and time as the
board of directors may determine.

      SECTION 3. Special Meetings.  Special meetings of the stockholders for any
purpose or purposes may be called at any time by the chairman, by the president,
by a  majority  of the  board of  directors  or by a  committee  of the board of
directors in accordance  with the  provisions of the  Corporation's  Articles of
Incorporation.

      SECTION 4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted in  accordance  with these bylaws or as  otherwise  prescribed  by the
board of directors.  The chairman or chief executive  officer of the Corporation
shall preside at such meetings.

      SECTION 5. Notice of Meeting.  Written notice  stating the place,  day and
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than sixty days before the meeting to each stockholder of
record entitled to vote at such meeting.  If mailed, such notice shall be deemed
to be  delivered  when  deposited in the United  States  mail,  addressed to the
stockholder  at his address as it appears on the stock transfer books or records
of the Corporation as of the record date prescribed in Section 6 of this Article
II, with postage  thereon  prepaid.  If a stockholder is present in person or by
proxy at a meeting,  unless the  stockholder  at the  beginning  of the  meeting
objects to holding the meeting or  transacting  business at the  meeting,  or in
writing waives notice thereof before or after the meeting, notice of the meeting
to such stockholder shall be unnecessary. When any stockholders' meeting, either
annual or special, is adjourned to a different date, time or place, it shall not
be necessary to give any notice of the date,  time or place of any meeting or of
the  business  to be  transacted  at  such  adjourned  meeting,  other  than  an
announcement at the meeting at which such  adjournment is taken. If a new record
date for the  adjourned  meeting is or shall be fixed under Section 6 of Article
II of these  Bylaws,  however,  notice of the  adjourned  meeting shall be given
under this Section 5 to persons who are stockholders as of the new record date.

<PAGE>

      SECTION  6.  Fixing  of  Record  Date.  For  the  purpose  of  determining
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than  seventy  days prior to the date on which the  particular  action,
requiring such determination of stockholders, is to be taken. A determination of
stockholders  entitled  to notice of or to vote at a  stockholders'  meeting  is
effective for any adjournment of the meeting unless the board of directors fixes
a new record date,  which it shall do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

      SECTION 7. Voting  Lists.  The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at lest ten days before
each meeting of stockholders,  a complete record of the stockholders entitled to
vote at such  meeting or any  adjournment  thereof,  with the address of and the
number of shares held by each. The record,  for a period of ten days before such
meeting,  shall be kept on file at the registered office or the principal office
of the Corporation or at the office of the Corporation's transfer agent, whether
within  or  outside  the  State of North  Carolina,  and  shall  be  subject  to
inspection by any stockholder for any purpose germane to the meeting at any time
during usual business hours. Such record shall also be produced and kept open at
the time and place of the meeting and shall be subject to the  inspection of any
stockholder  for any purpose germane to the meeting during the whole time of the
meeting.  The original  stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such record or transfer books or to
vote at any meeting of stockholders.

      SECTION 8. Proxies.  At all meetings of  stockholders,  a stockholder  may
vote by proxy executed in writing by the  stockholder or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

      SECTION 9.  Voting.  Except as  otherwise  specified  in the  Articles  of
Incorporation, at each election for directors every stockholder entitled to vote
at such  election  shall be entitled to one vote for each share of stock held by
him. Unless otherwise provided in the Articles of Incorporation,  by statute, or
by these  Bylaws,  a majority  of those votes cast by  stockholders  at a lawful
meeting shall be sufficient  to pass on a transaction  or matter which  properly
comes  before the  meeting,  except that a plurality  of all the votes cast at a
meeting at which a quorum is present is sufficient to elect a director

      SECTION  10.  Voting of Shares  in the Name of Two or More  Persons.  When
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which these persons are entitled shall be cast  proportionally  in proportion to
the number of persons voting.

      SECTION 11. Voting of Shares by Certain  Holders.  Shares  standing in the
name of another  corporation may be voted by any officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,   executor,   guardian,   conservator,   committee   or   curator
representing  the stockholder may be voted by him, either in person or by proxy,
without a transfer of such shares into his name.  Shares standing in the name of
a trustee  may be voted by him,  either in  person or by proxy,  but no  trustee
shall be  entitled  to vote shares held by him without a transfer of such shares
into his name.  Shares  standing in the name of a receiver  may be voted by such
receiver,  and shares held by or under the control of a receiver may be voted by
such receiver  without the transfer  thereof into his name if authority to do so
is contained in an appropriate  order of the court or other public  authority by
which such receiver was appointed.

      A  stockholder  whose  shares are  pledged  shall be entitled to vote such
shares until the shares have been  transferred  into the name of the pledgee and
thereafter the pledgee shall be entitled to vote the shares so transferred.

      Shares held by another  corporation,  if a majority of the shares entitled
to vote for the election of directors of such other  corporation are held by the
Corporation,  shall not be voted at any  meeting or counted in  determining  the
total  number  of  outstanding  shares  at any given  time for  purposes  of any
meeting.

                                       2
<PAGE>

      SECTION  12.  Inspectors  of  Election.  In  advance  of  any  meeting  of
stockholders, the board of directors may appoint one or more persons, other than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment thereof. If inspectors of election are not so appointed,  the person
presiding at the meeting shall make such appointment at the meeting. In case any
person  appointed as  inspector  fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the board of directors in advance of the
meeting or at the meeting by the person presiding at the meeting.

      Unless  otherwise  prescribed  by  applicable  law,  the  duties  of  such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

      SECTION 13.  Nominating  Committee.  The board of directors or a committee
appointed by the board of  directors  shall act as a  nominating  committee  for
selecting  the  nominees  for  election  as  directors.  Except in the case of a
nominee substituted as a result of the death or other incapacity of a management
nominee,  the  nominating  committee  shall deliver  written  nominations to the
secretary at least twenty days prior to the date of the annual meeting. Provided
such committee makes such nominations, no nominations for directors except those
made by the  nominating  committee  shall be voted  upon at the  annual  meeting
unless other  nominations by  stockholders  are made in writing and delivered to
the  secretary of the  Corporation  in  accordance  with the  provisions  of the
Corporation's Articles of Incorporation.

      SECTION 14. New  Business.  Any new  business to be taken up at the annual
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Articles of
Incorporation.  This provision shall not prevent the  consideration and approval
or  disapproval  at the annual  meeting of reports of  officers,  directors  and
committees,  but in connection  with such reports no new business shall be acted
upon at  such  annual  meeting  unless  stated  and  filed  as  provided  in the
Corporation's Articles of Incorporation.

                                   ARTICLE III

                               Board of Directors

      SECTION 1. General  Powers.  The  business and affairs of the  Corporation
shall be under the  direction  of its board of  directors.  The  chairman  shall
preside at all meetings of the board of directors.

      SECTION  2.  Number,  Term and  Election.  The  board of  directors  shall
initially  consist of seven members and thereafter  shall consist of such number
of  members  as  determined  by the  board  of  directors  from  time to time in
accordance with the provisions of the  Corporation's  Articles of Incorporation.
The board of directors  shall be divided  into three  classes as nearly equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are elected or qualified.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's Articles of Incorporation.

      SECTION 3. Regular  Meetings.  A regular meeting of the board of directors
shall be held at such time and place as shall be determined by resolution of the
board of directors without other notice than such resolution.

      SECTION 4. Special  Meetings.  Special  meetings of the board of directors
may be called by or at the request of the chairman, the chief executive officer,
or one-third of the  directors.  The person  calling the special  meeting of the
board of  directors  may fix any  place as the  place for  holding  any  special
meeting of the board of directors called by such person.

                                       3
<PAGE>

      Members of the board of directors  may  participate  in regular or special
meetings by means of conference telephone or similar communications equipment by
which  all  persons  participating  in the  meeting  can hear each  other.  Such
participation shall constitute presence in person.

      SECTION 5. Notice. Written notice of any special meeting shall be given to
each  director at least two days  previous  thereto  delivered  personally or by
telegram  or at least  seven  days  previous  thereto  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the United  States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  Any director may waive notice of any meeting by a
writing filed with the secretary.  The attendance or participation of a director
at a meeting shall constitute a waiver of notice of such meeting, except where a
director  at the  beginning  of a meeting or  promptly  upon his or her  arrival
objects to holding the meeting or  transacting  business at the meeting and does
not  thereafter  vote for or assent to action taken at the meeting.  Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

      SECTION 6. Quorum.  A majority of the number of directors fixed by Section
2 of this Article III shall  constitute a quorum for the transaction of business
at any  meeting of the board of  directors,  but if less than such  majority  is
present at a meeting,  a majority  of the  directors  present  may  adjourn  the
meeting from time to time. Notice of any adjourned meeting shall be given in the
same manner as prescribed by Section 5 of this Article III.

      SECTION 7.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Corporation's Articles of Incorporation, or the Virginia Stock Corporation Act.

      SECTION 8. Action Without a Meeting.  Any action  required or permitted to
be taken by the board of directors  at a meeting may be taken  without a meeting
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the directors and filed with the minutes or  proceedings  of the board of
directors.

      SECTION 9.  Resignation.  Any director may resign at any time by sending a
written  notice of such  resignation  to the principal  executive  office of the
Corporation addressed to the board of directors,  the chairman, the president or
the  secretary.   Unless  otherwise  specified  in  such  written  notice,  such
resignation shall take effect upon delivery of the notice in accordance with the
terms of the preceding sentence.

      SECTION 10.  Vacancies.  Any vacancy  occurring  in the board of directors
shall be filled in accordance with the provisions of the Corporation's  Articles
of  Incorporation.  The term of any  director  elected  or  appointed  to fill a
vacancy shall be in accordance with the provisions of the Corporation's Articles
of Incorporation.

      SECTION 11.  Removal of  Directors.  Any  director or the entire  board of
directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's Articles of Incorporation.

      SECTION  12.  Compensation.  Directors,  as such and  advisory or emeritus
directors,  may  receive  compensation  for  service on the board of  directors.
Members  of  either   standing  or  special   committees  may  be  allowed  such
compensation as the board of directors may determine.

      SECTION 13.  Presumption of Assent.  A director of the  Corporation who is
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
(i) he objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or transacting  specified  business at the meeting,  or (ii) he votes
against, or abstains from, the action taken.

      SECTION 14. Advisory and Emeritus Directors. The board of directors may by
resolution  appoint as advisory  directors  individuals  whom the board believes
possess knowledge,  experience and other qualifications which may prove valuable
to the Corporation,  and may appoint as emeritus directors  individuals who have
retired  from the board  after  extended  and  faithful  service.  Advisory  and
emeritus  directors  may sit with the board of  directors at regular and special
meetings and discuss any question under consideration;  provided,  however, that
advisory and emeritus directors shall cast no vote. The board of directors shall
have the power to remove any advisory or emeritus director with or without cause
at any time.

                                       4
<PAGE>

      SECTION 15. Age  Limitation.  No person  shall be eligible  for  election,
reelection,  appointment,  or  reappointment  to the board of  directors if such
person is then more than 80 years of age.  No director  shall  serve  beyond the
annual  meeting of the  Corporation  immediately  following his attainment of 80
years of age.  Persons may serve as  advisory  directors  or emeritus  directors
without regard to age.

                                   ARTICLE IV

                      Committees of the Board of Directors

      The board of  directors  may,  by  resolution  passed by a majority of the
whole  board,  designate  one or more  committees,  as they may  determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties,  constitution and procedures  thereof.  Each committee
shall  consist  of one or  more  directors  of the  Corporation  appointed  by a
majority of the whole board.  The board of directors  may  designate one or more
directors as alternate  members of any committee,  who may replace any absent or
disqualified member at any meeting of the committee.

      The board of directors  shall have power at any time to change the members
of, to fill  vacancies  in, and to discharge  any  committee  of the board.  Any
member of any such  committee  may  resign  at any time by giving  notice to the
Corporation;  provided,  however,  that  notice to the board of  directors,  the
chairman,  the chief executive officer,  the chairman of such committee,  or the
secretary  shall  be  deemed  to  constitute  notice  to the  Corporation.  Such
resignation  shall take effect upon  receipt of such notice or at any later time
specified therein;  and, unless otherwise specified therein,  acceptance of such
resignation shall not be necessary to make it effective.  Any member of any such
committee  may be removed at any time,  either  with or  without  cause,  by the
affirmative  vote of a majority of the  authorized  number of  directors  at any
meeting of the board of directors called for that purpose.

                                    ARTICLE V

                                    Officers

      SECTION 1. Positions. The officers of the Corporation shall be a chairman,
a vice chairman,  a president,  one or more vice  presidents,  a secretary and a
treasurer, each of whom shall be elected by the board of directors. The board of
directors may designate one or more vice  presidents as executive vice president
or senior vice president. The board of directors may also elect or authorize the
appointment  of such other  officers  as the  business  of the  Corporation  may
require.  The officers  shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine.  In the absence
of action by the board of  directors,  the  officers  shall have such powers and
duties as generally pertain to their respective offices.

      SECTION 2.  Election and Term of Office.  The officers of the  Corporation
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

      SECTION 3.  Removal.  Any officer may be removed by vote of  two-thirds of
the board of directors  whenever,  in its  judgment,  the best  interests of the
Corporation  will be served  thereby,  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

                                       5
<PAGE>

      SECTION  4.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

      SECTION 5.  Remuneration.  The remuneration of the officers shall be fixed
from time to time by the board of  directors,  and no officer shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the Corporation.

                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

      SECTION 1.  Contracts.  To the extent  permitted  by  applicable  law, and
except as otherwise prescribed by the Corporation's Articles of Incorporation or
these Bylaws with respect to certificates for shares,  the board of directors or
the executive  committee may  authorize any officer,  employee,  or agent of the
Corporation  to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the  Corporation.  Such authority may be general or
confined to specific instances.

      SECTION  2.  Loans.  No  loans  shall  be  contracted  on  behalf  of  the
Corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

      SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by one or more officers,  employees or agents of
the Corporation in such manner,  including in facsimile form, as shall from time
to time be determined by resolution of the board of directors.

      SECTION 4. Deposits.  All funds of the Corporation not otherwise  employed
shall be deposited from time to time to the credit of the  Corporation in any of
its duly authorized depositories as the board of directors may select.

                                   ARTICLE VII

                   Certificates for Shares and Their Transfer

      SECTION 1. Certificates for Shares. The shares of the Corporation shall be
represented  by  certificates  signed by the  chairman  of  directors  or by the
president or a vice president and by the treasurer or an assistant  treasurer or
by the secretary or an assistant secretary of the Corporation, and may be sealed
with the  seal of the  Corporation  or a  facsimile  thereof.  Any or all of the
signatures   upon  a  certificate  may  be  facsimiles  if  the  certificate  is
countersigned by a transfer agent, or registered by a registrar,  other than the
Corporation  itself or an  employee of the  Corporation.  If any officer who has
signed or whose facsimile  signature has been placed upon such certificate shall
have  ceased to be such  officer  before the  certificate  is issued,  it may be
issued by the Corporation with the same effect as if he were such officer at the
date of its issue.

      SECTION  2.  Form of Share  Certificates.  All  certificates  representing
shares issued by the Corporation  shall set forth upon the face or back that the
Corporation  will furnish to any  stockholder  upon written  request and without
charge a full statement of the designations,  relative rights, preferences,  and
limitations applicable to each class and the variations in rights,  preferences,
and  limitations  determined  for each series (and the authority of the board of
directors to determine variations for future series).

      Each  certificate  representing  shares shall state upon the face thereof:
the name of the Corporation; that the Corporation is organized under the laws of
the Commonwealth of Virginia;  the name of the person to whom issued; the number
and class of shares;  the date of issue; the designation of the series,  if any,
which such certificate  represents;  the par value of each share  represented by
such  certificate,  or a statement that the shares are without par value.  Other
matters in regard to the form of the  certificates  shall be  determined  by the
board of directors.

                                       6
<PAGE>

      SECTION 3.  Payment  for Shares.  The  consideration  for the  issuance of
shares shall be paid in  accordance  with the  provisions  of the  Corporation's
Articles of Incorporation.

      SECTION 4. Transfer of Shares.  Transfer of shares of capital stock of the
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only by the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.

      SECTION  5. Lost  Certificates.  The board of  directors  may direct a new
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

                                  ARTICLE VIII

                            Fiscal Year; Annual Audit

      The fiscal year of the  Corporation  shall end on the last day of December
of each year. The Corporation  shall be subject to an annual audit as of the end
of  its  fiscal  year  by  independent  public  accountants   appointed  by  and
responsible to the audit committee of the board of directors.

                                   ARTICLE IX

                                    Dividends

      Subject to the provisions of the  Corporation's  Articles of Incorporation
and  applicable  law,  the board of  directors  may,  at any  regular or special
meeting,  declare  dividends on the  Corporation's  outstanding  capital  stock.
Dividends may be paid in cash, in property or in the Corporation's own stock.

                                    ARTICLE X

                                 Corporate Seal

      The corporate seal of the  Corporation  shall be in such form as the board
of directors shall prescribe.

                                   ARTICLE XI

                                   Amendments

      In accordance  with the  Corporation's  Articles of  Incorporation,  these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation  only by vote of not less  than  80% of the  outstanding  shares  of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (considered  for this  purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
repeal,  alteration,  amendment or  rescission is included in the notice of such
meeting).  In  addition,  the board of  directors  may repeal,  alter,  amend or
rescind  these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.

                                       7