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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-QSB

|x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------------------------------------------------
|                                                                                          
|For the Quarterly Period Ended March 31, 2003                                             
|                                                                                          
|or                                                                                        
|                                                                                          
|o 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. 2017-6

|ECB Bancorp, Inc.                                             
|--------------------------------------------------------------
|                                                              
|(Exact name of registrant as specified in its charter)        
|                                                              
|North Carolina                                                
|                                                              
|(State or other jurisdiction of incorporation or organization)
|                                                              
|Post Office Box 337, Engelhard, North Carolina     27824      
|                                                              
|(Address of principal executive offices)                      
|                                                              
|(252) 925-9411                                                
|                                                              
|(Registrants telephone number, including area code)          

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 for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes x | No o
|----- | ----

APPLICABLE ONLY TO CORPORATE
ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

As of May 12, 2003, 2,037,929 shares of the registrants common stock, $3.50 par value, were outstanding.

This Form 10-QSB has 22 pages.

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Part I.  FINANCIAL INFORMATION Item 1. Financial Statements

ECB BANCORP, INC. AND
SUBSIDIARY Consolidated Balance Sheets March 31, 2003 and December 31, 2002

|                                                                                                                                                      |  | March 31, 2003 |             | December 31, 2002* |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | ------------------ | -
|                                                                                                                                                      |  |                |             |                    |  
|                                                                                                                                                      |  | (unaudited)    |             |                    |  
|Assets                                                                                                                                                |  |                |             |                    |  
|Non-interest bearing deposits and cash                                                                                                                |  | $              | 24,467,894  |                    | $
|Federal funds sold                                                                                                                                    |  |                | 6,975,000   |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Total cash and cash equivalents                                                                                                                       |  |                | 31,442,894  |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Investment securities                                                                                                                                 |  |                |             |                    |  
|Available-for-sale, at market value (cost of $113,844,908 and $117,115,368 at March 31, 2003 and December 31, 2002,
respectively)                     |  |                | 116,333,574 |                    |  
|Loans                                                                                                                                                 |  |                | 239,294,714 |                    |  
|Allowance for probable loan losses                                                                                                                    |  |                | (3,258,756  | )                  |  
|                                                                                                                                                      |  |                |             |                    |  
|Loans, net                                                                                                                                            |  |                | 236,035,958 |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Real estate acquired in settlement of loans, net                                                                                                      |  |                | 21,000      |                    |  
|Federal Home Loan Bank common stock, at cost                                                                                                          |  |                | 1,427,500   |                    |  
|Bank premises and equipment, net                                                                                                                      |  |                | 9,224,482   |                    |  
|Accrued interest receivable                                                                                                                           |  |                | 2,271,954   |                    |  
|Other assets                                                                                                                                          |  |                | 8,244,983   |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Total                                                                                                                                                 |  | $              | 405,002,345 |                    | $
|                                                                                                                                                      |  |                |             |                    |  
|Liabilities and Shareholders Equity                                                                                                                  |  |                |             |                    |  
|Deposits                                                                                                                                              |  |                |             |                    |  
|Demand, noninterest bearing                                                                                                                           |  | $              | 66,225,606  |                    | $
|Demand interest bearing                                                                                                                               |  |                | 74,355,896  |                    |  
|Savings                                                                                                                                               |  |                | 17,393,312  |                    |  
|Time                                                                                                                                                  |  |                | 159,346,139 |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Total deposits                                                                                                                                        |  |                | 317,320,953 |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Accrued interest payable                                                                                                                              |  |                | 791,666     |                    |  
|Short-term borrowings                                                                                                                                 |  |                | 23,172,282  |                    |  
|Long-term obligations                                                                                                                                 |  |                | 32,000,000  |                    |  
|Other liabilities                                                                                                                                     |  |                | 1,960,395   |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Total liabilities                                                                                                                                     |  |                | 375,245,296 |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Shareholders equity                                                                                                                                  |  |                |             |                    |  
|Common stock, par value $3.50 per share; authorized 10,000,000 shares; issued and outstanding 2,037,929 and 2,040,016 in 2003 and
2002, respectively. |  |                | 7,132,752   |                    |  
|Capital surplus                                                                                                                                       |  |                | 5,359,981   |                    |  
|Retained earnings                                                                                                                                     |  |                | 15,924,384  |                    |  
|Deferred compensation - restricted stock                                                                                                              |  |                | (190,598    | )                  |  
|Accumulated other comprehensive income                                                                                                                |  |                | 1,530,530   |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Total shareholders equity                                                                                                                            |  |                | 29,757,049  |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Commitments                                                                                                                                           |  |                |             |                    |  
|                                                                                                                                                      |  |                |             |                    |  
|Total                                                                                                                                                 |  | $              | 405,002,345 |                    | $
|                                                                                                                                                      |  |                |             |                    |  

See accompanying notes to consolidated financial statements. * Derived from audited
consolidated financial statements.

2



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ECB BANCORP, INC. AND SUBSIDIARY Consolidated Income Statements For the three months ended March 31, 2003 and 2002 (unaudited)

|                                                             |  | Three months ended March 31 |          
|------------------------------------------------------------ |  | --------------------------- | ---------
|                                                             |  |                             |          
|                                                             |  | 2003                        |          
|                                                             |  |                             |          
|Interest income:                                             |  |                             |          
|Interest and fees on loans                                   |  | $                           | 3,770,725
|Interest on investment securities:                           |  |                             |          
|Interest exempt from federal income taxes                    |  |                             | 194,058  
|Taxable interest income                                      |  |                             | 1,081,446
|Dividend income                                              |  |                             | 49,050   
|Interest on federal funds sold                               |  |                             | 15,434   
|FHLB stock dividends                                         |  |                             | 16,767   
|                                                             |  |                             |          
|Total interest income                                        |  |                             | 5,127,480
|                                                             |  |                             |          
|Interest expense:                                            |  |                             |          
|Deposits:                                                    |  |                             |          
|Demand accounts                                              |  |                             | 121,917  
|Savings                                                      |  |                             | 23,758   
|Time                                                         |  |                             | 818,699  
|Short-term borrowings                                        |  |                             | 72,691   
|Long-term obligations                                        |  |                             | 359,401  
|                                                             |  |                             |          
|Total interest expense                                       |  |                             | 1,396,466
|                                                             |  |                             |          
|Net interest income                                          |  |                             | 3,731,014
|Provision for probable loan losses                           |  |                             | 120,000  
|                                                             |  |                             |          
|Net interest income after provision for probable loan losses |  |                             | 3,611,014
|                                                             |  |                             |          
|Noninterest income:                                          |  |                             |          
|Service charges on deposit accounts                          |  |                             | 872,887  
|Other service charges and fees                               |  |                             | 322,165  
|Net gain on sale of securities                               |  |                             | 38,583   
|Income from bank owned life insurance                        |  |                             | 61,575   
|Other operating income                                       |  |                             | 41,318   
|                                                             |  |                             |          
|Total noninterest income                                     |  |                             | 1,336,528
|                                                             |  |                             |          
|Noninterest expense:                                         |  |                             |          
|Salaries                                                     |  |                             | 1,260,876
|Retirement and other employee benefits                       |  |                             | 555,292  
|Occupancy                                                    |  |                             | 291,815  
|Equipment                                                    |  |                             | 327,266  
|Professional fees                                            |  |                             | 67,544   
|Supplies                                                     |  |                             | 102,160  
|Telephone                                                    |  |                             | 113,290  
|Postage                                                      |  |                             | 45,753   
|Other                                                        |  |                             | 711,238  
|                                                             |  |                             |          
|Total noninterest expenses                                   |  |                             | 3,475,234
|                                                             |  |                             |          
|Income before income taxes                                   |  |                             | 1,472,308
|Income taxes                                                 |  |                             | 465,000  
|                                                             |  |                             |          
|Net income                                                   |  | $                           | 1,007,308
|                                                             |  |                             |          
|Net income per share - basic                                 |  | $                           | 0.50     
|Net income per share - diluted                               |  | $                           | 0.49     
|Weighted average shares outstanding - basic                  |  |                             | 2,028,346
|Weighted average shares outstanding - diluted                |  |                             | 2,045,324

See accompanying notes to consolidated financial statements.

3



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ECB BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Shareholders Equity Three months ended March 31, 2003 and 2002
(unaudited)

|                                                          |  | Common stock |           | Capital surplus |   | Retained earnings |   | Deferred compensation- restricted stock |            | Accumulated other comprehensive income |   | Comprehensive income |   | Total |          
|--------------------------------------------------------- |  | ------------ | --------- | --------------- | - | ----------------- | - | --------------------------------------- | ---------- | -------------------------------------- | - | -------------------- | - | ----- | ---------
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Balance January 1, 2002                                   |  | $            | 7,230,619 |                 | $ | 5,762,477         |   | $                                       | 12,507,403 |                                        | $ | (75,896              | ) | $     | 101,322  
|Unrealized losses, net of income tax benefit of  $336,904 |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       | (538,491 
|Net income                                                |  |              |           |                 |   |                   |   |                                         | 659,968    |                                        |   |                      |   |       |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Total comprehensive income                                |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Recognition of deferred compensation - restricted stock   |  |              |           |                 |   |                   |   |                                         |            |                                        |   | 5,832                |   |       |          
|Cash dividends ($.10 per share)                           |  |              |           |                 |   |                   |   |                                         | (206,591   | )                                      |   |                      |   |       |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Balance March 31, 2002                                    |  | $            | 7,230,619 |                 | $ | 5,762,477         |   | $                                       | 12,960,780 |                                        | $ | (70,064              | ) | $     | (437,169 
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|                                                          |  | Common stock |           | Capital surplus |   | Retained earnings |   | Deferred compensation- restricted stock |            | Accumulated other comprehensive income |   | Comprehensive income |   | Total |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Balance January 1, 2003                                   |  | $            | 7,140,057 |                 | $ | 5,410,102         |   | $                                       | 15,171,819 |                                        | $ | (52,568              | ) | $     | 1,968,835
|Unrealized losses, net of income tax benefit of  $274,386 |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       | (438,305 
|Net income                                                |  |              |           |                 |   |                   |   |                                         | 1,007,308  |                                        |   |                      |   |       |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Total comprehensive income                                |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Deferred compensation -restricted stock issuance          |  |              | 29,445    |                 |   | 121,989           |   |                                         |            |                                        |   | (151,434             | ) |       |          
|Recognition of deferred compensation - restricted stock   |  |              |           |                 |   |                   |   |                                         |            |                                        |   | 13,404               |   |       |          
|Repurchase of common stock                                |  |              | (36,750   | )               |   | (172,110          | ) |                                         |            |                                        |   |                      |   |       |          
|Cash dividends ($.125 per share)                          |  |              |           |                 |   |                   |   |                                         | (254,743   | )                                      |   |                      |   |       |          
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          
|Balance March 31, 2003                                    |  | $            | 7,132,752 |                 | $ | 5,359,981         |   | $                                       | 15,924,384 |                                        | $ | (190,598             | ) | $     | 1,530,530
|                                                          |  |              |           |                 |   |                   |   |                                         |            |                                        |   |                      |   |       |          

See accompanying notes to consolidated financial statements.

4



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ECB BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Three months ended March 31, 2003 and 2002 (Unaudited)

|                                                                                                    |  | Three Months Ended March 31, |            
|--------------------------------------------------------------------------------------------------- |  | ---------------------------- | -----------
|                                                                                                    |  |                              |            
|                                                                                                    |  | 2003                         |            
|                                                                                                    |  |                              |            
|Cash flows from operating activities:                                                               |  |                              |            
|Net income                                                                                          |  | $                            | 1,007,308  
|Adjustments to reconcile net income to net cash provided by operating activities:                   |  |                              |            
|Depreciation                                                                                        |  |                              | 211,186    
|Amortization of premium on investment securities, net                                               |  |                              | 111,142    
|Provision for probable loan losses                                                                  |  |                              | 120,000    
|Gain on sale of securities                                                                          |  |                              | (38,583    
|Deferred compensation - restricted stock                                                            |  |                              | 13,404     
|Decrease in accrued interest receivable                                                             |  |                              | 49,010     
|(Gain) loss on disposal of premises and equipment                                                   |  |                              | (991       
|Loss on sale of real estate acquired in settlement of loans                                         |  |                              | 4,820      
|Decrease (increase) in other assets                                                                 |  |                              | 274,964    
|Increase (decrease) in accrued interest payable                                                     |  |                              | 62,518     
|Decrease in other liabilities, net                                                                  |  |                              | (270,812   
|                                                                                                    |  |                              |            
|Net cash provided by operating activities                                                           |  |                              | 1,543,966  
|                                                                                                    |  |                              |            
|Cash flows from investing activities:                                                               |  |                              |            
|Proceeds from sales of  available-for-sale investment securities                                    |  |                              | 8,126,025  
|Proceeds from maturities of available-for-sale investment securities                                |  |                              | 4,175,000  
|Purchases of available-for-sale investment securities                                               |  |                              | (9,103,124 
|Proceeds from disposal of premises and equipment                                                    |  |                              | 19,934     
|Purchases of premises and equipment                                                                 |  |                              | (838,784   
|Proceeds from disposal of real estate acquired in settlement of loans and real estate held for sale |  |                              |           
|Net loan originations                                                                               |  |                              | (11,423,098
|                                                                                                    |  |                              |            
|Net cash used by investing activities                                                               |  |                              | (9,044,047 
|                                                                                                    |  |                              |            
|Cash flows from financing activities:                                                               |  |                              |            
|Net increase in deposits                                                                            |  |                              | 16,059,676 
|Net increase in short-term borrowings                                                               |  |                              | 2,951,155  
|Dividends paid                                                                                      |  |                              | (204,002   
|Repurchase of common stock                                                                          |  |                              | (208,860   
|                                                                                                    |  |                              |            
|Net cash provided by financing activities                                                           |  |                              | 18,597,969 
|                                                                                                    |  |                              |            
|Increase (decrease) in cash and cash equivalents                                                    |  |                              | 11,097,888 
|Cash and cash equivalents at beginning of period                                                    |  |                              | 20,345,006 
|                                                                                                    |  |                              |            
|Cash and cash equivalents at end of period                                                          |  | $                            | 31,442,894 
|                                                                                                    |  |                              |            
|Cash paid during the period:                                                                        |  |                              |            
|Interest                                                                                            |  | $                            | 1,333,948  
|Taxes                                                                                               |  |                              | 262,540    
|Supplemental disclosures of noncash financing and investing activities:                             |  |                              |            
|Cash dividends declared but not paid                                                                |  | $                            | 254,743    
|Unrealized losses on available-for-sale securities, net of deferred taxes                           |  |                              | (438,305   
|Restricted stock issuance                                                                           |  |                              | 151,434    

See accompanying notes to consolidated financial statements.

5



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ECB BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial
Statements

(1) Basis of Presentation

The consolidated financial statements include the accounts of ECB Bancorp, Inc.
(Bancorp) and its wholly-owned subsidiaries, The East Carolina Bank (the Bank) and ECB Statutory Trust I (collectively referred to hereafter as the Company). The Bank has two wholly-owned subsidiaries. ECB Realty,
Inc. holds title to five of the Banks branch offices which it leases to the Bank. The second subsidiary, ECB Financial Services, Inc. formerly provided courier services to the Bank but is currently inactive. All intercompany transactions and
balances are eliminated in consolidation.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheets and the reported amounts of income and expenses for
the periods presented. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of
the allowance for probable loan losses. In connection with the determination of the allowance for probable loan losses, management obtains independent appraisals for significant properties held as collateral for loans.

All adjustments considered necessary for a fair presentation of the results for the interim periods presented have been included (such adjustments are normal and recurring in nature). The footnotes in Bancorps annual
report on Form 10-KSB should be referenced when reading these unaudited interim financial statements. Operating results for the period ended March 31, 2003, are not necessarily indicative of the results that may be expected for the year ending
December 31, 2003.

Certain prior period amounts have been reclassified in the financial statements to conform with the current period presentation. The reclassifications had no effect on
previously reported net income or shareholders equity.

(2) Allowance for Probable Loan Losses

The following table summarizes the
activity in the allowance for probable loan losses for the three-month periods ended March 31, 2003 and 2002, respectively.

|                                       |  | Three-months ended March 31, |          
|-------------------------------------- |  | ---------------------------- | ---------
|                                       |  |                              |          
|                                       |  | 2003                         |          
|                                       |  |                              |          
|Balance at the beginning of the period |  | $                            | 3,150,000
|Provision for probable loan losses     |  |                              | 120,000  
|Charge-offs                            |  |                              | (24,795  
|Recoveries                             |  |                              | 13,551   
|Net Charge-offs                        |  |                              | (11,244  
|Balance at end of the period           |  | $                            | 3,258,756

6



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(3) Net Income Per Share

Basic net income per share is calculated by dividing net income by the weighted average
number of common shares outstanding during the period. For purposes of basic net income per share, restricted stock is considered contingently issuable and is not included in the weighted average number of common shares
outstanding.

Diluted net income per share is computed by assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. Restricted stock
is considered outstanding for purposes of diluted net income per share. The amount of compensation cost attributed to future services and not yet recognized is considered proceeds using the treasury stock method. For the three months
ended March 31, 2003 and 2002, diluted weighted average shares outstanding increased by 7,592 and 4,017, respectively, due to the dilutive impact of restricted stock.

In computing diluted net
income per share, it is assumed that all dilutive stock options are exercised during the reporting period at their respective exercise prices, with the proceeds from the exercises used by the Company to buy back stock in the open market at the
average market price in effect during the reporting period. The difference between the number of shares assumed to be exercised and the number of shares bought back is added to the number of weighted average common shares outstanding during the
period. The sum is used as the denominator to calculate diluted net income per share for the Company. For the three months ended March 31, 2003 and 2002, diluted weighted average shares outstanding increased by 9,386 and 2,822, respectively, due to
the dilutive impact of options.

The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Net Income Per Share.

|                              |  | Three months ended March 31, 2003 |          
|----------------------------- |  | --------------------------------- | ---------
|                              |  |                                   |          
|                              |  | Income (Numerator)                |          
|                              |  |                                   |          
|Basic net income per share    |  | $                                 | 1,007,308
|                              |  |                                   |          
|Effect of dilutive securities |  |                                   |         
|                              |  |                                   |          
|Diluted net income per share  |  | $                                 | 1,007,308
|                              |  |                                   |          



|                              |  | Three months ended March 31, 2002 |        
|----------------------------- |  | --------------------------------- | -------
|                              |  |                                   |        
|                              |  | Income (Numerator)                |        
|                              |  |                                   |        
|Basic net income per share    |  | $                                 | 659,968
|                              |  |                                   |        
|Effect of dilutive securities |  |                                   |       
|                              |  |                                   |        
|Diluted net income per share  |  | $                                 | 659,968
|                              |  |                                   |        

7



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(4) Stock Option Plan

During 1998, the Company adopted an Omnibus Stock Ownership and Long-Term Incentive Plan (the
Omnibus Plan) which provides for the issuance of up to an aggregate of 159,000 shares of common stock of the Company pursuant to stock options and other awards granted or issued under its terms.  Stock options vest one-third each year beginning
three years after the grant date and expire after 10 years.  Restricted stock vests over 4 years.

The Company accounts for its awards pursuant to the Omnibus Plan in accordance with the
provisions of Accounting Principles Board Opinion No. 25 (APB Opinion No. 25), Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense is recorded on the date of grant only if the market price
of the underlying stock on the date of grant exceeds the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), recommends that entities recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock
option grants made as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.

Stock options of 8,100 shares were granted during the three months ended March 31, 2002.  There were no options granted in the first three months of 2003.  The per share weighted-average fair value of
options granted during 2002 was $2.63 on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

|                         |  | 2002 |    
|------------------------ |  | ---- | ---
|                         |  |      |    
|Expected dividend yield  |  |      | 3.0
|Risk-free interest rate  |  |      | 4.8
|Expected life (in years) |  |      | 6  
|Expected volatility      |  |      | 20 

The Company awarded 8,413 shares of restricted stock during the three months ended March 31, 2003,
resulting in an increase to deferred compensation-restricted stock of $151,434.

If the Company had elected to recognize compensation cost for its stock-based compensation plans in accordance with
the fair value based accounting method of SFAS No. 123, net income and earnings per share (EPS) would have been as follows:

|                                                                                                                                             |  | Three months ended March 31, |          
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------
|                                                                                                                                             |  |                              |          
|                                                                                                                                             |  | 2003                         |          
|                                                                                                                                             |  |                              |          
|Net income, as reported                                                                                                                      |  | $                            | 1,007,308
|Deduct:  Total stock-based employee compensation expense determined under fair value based method for all awards, net of
related tax effects |  |                              | (2,179   
|                                                                                                                                             |  |                              |          
|Proforma net income                                                                                                                          |  | $                            | 1,005,129
|                                                                                                                                             |  |                              |          
|Earnings per share:                                                                                                                          |  |                              |          
|Basic  as reported                                                                                                                          |  | $                            | 0.50     
|                                                                                                                                             |  |                              |          
|Basic  proforma                                                                                                                             |  |                              | 0.50     
|                                                                                                                                             |  |                              |          
|Diluted  as reported                                                                                                                        |  |                              | 0.49     
|                                                                                                                                             |  |                              |          
|Diluted  proforma                                                                                                                           |  |                              | 0.49     
|                                                                                                                                             |  |                              |          

8



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(5) Long-term Obligations

On June 26, 2002 the Company completed a private issuance of $10 million in trust
preferred securities as part of a pooled re-securitization transaction with several other financial institutions. The trust preferred securities bear a floating rate of interest of 3.45% over the three-month LIBOR rate, and the initial coupon, set
at 5.34%, is payable quarterly. ECB Bancorp intends to use the net proceeds for the opportunistic acquisition of fee income producing entities, market expansion, the repurchase of Bancorp stock and for other corporate and strategic
purposes.

The trust preferred securities were issued by a wholly-owned finance subsidiary of ECB Bancorp, Inc., and ECB Bancorp has fully and unconditionally guaranteed the repayment of those
securities. The proceeds from the issuance of trust preferred securities were invested in debentures issued by ECB Bancorp, Inc. and that investment became the sole asset of the trust. ECB Bancorp may redeem the trust preferred securities in whole
or in part on or after June 26, 2007. The trust preferred securities mature on June 26, 2032.

(6) New Accounting Pronouncements

In
June 2001, the Financial Accounting Standards Board  (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the
Company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction,
development, and/or normal use of the assets. The Company also records a corresponding asset that is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation will be adjusted at
the end of each period to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. The Company adopted SFAS No. 143 on January 1, 2003. The adoption of SFAS No. 143 did not have a material
effect on the Companys consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
No. 13, and Technical Corrections. SFAS No. 145 amends existing guidance on reporting gains and losses on the extinguishment of debt to prohibit the classification of the gain or loss as extraordinary, as the use of such
extinguishments have become part of the risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13 to require sale-leaseback accounting for certain lease modifications that have economic effects similar to
sale-leaseback transactions. The provisions of the Statement related to the rescission of Statement No. 4 is applied in fiscal years beginning after May 15, 2002. Earlier application of these provisions is encouraged. The provisions of the
Statement related to Statement No. 13 were effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 did not have a material effect on the Companys consolidated
financial statements.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity. The
provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 did not have a material effect on the Companys
consolidated financial statements.

In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees
of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees issued.  The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on the Companys consolidated financial statements.  The
disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002.

9



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In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure, an amendment of FASB Statement
No. 123. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal
years ending after December 15, 2002 and are included in the notes to these consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to
variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003.  For public enterprises, such as the Company, with a variable interest in
a variable interest entity created before February 1, 2003, the Interpretation is applied to the enterprise no later than the end of the first interim reporting period beginning after June 15, 2003. The application of this Interpretation did not
have a material effect on the Companys consolidated financial statements.

10



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ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

ECB Bancorp, Inc. (Bancorp) is a bank holding company headquartered in Engelhard, North Carolina. Bancorps two wholly-owned
subsidiaries are The East Carolina Bank (the Bank or ECB) and ECB Statutory Trust I, collectively referred to hereafter as the Company. The Bank is a state-chartered community bank which was founded in 1919. The
Bank offers a full range of banking services through 17 branches serving eastern North Carolina, including the communities of Engelhard, Swan Quarter, Columbia, Creswell, Fairfield, Nags Head, Manteo, Southern Shores, Currituck, Avon, Hatteras,
Ocracoke, Washington, Hertford, New Bern, Greenville (two branches) and newly opened loan production offices located in Williamston, Morehead City and Wilmington.

ECB Statutory Trust I is a
business trust subsidiary of Bancorp formed during 2002 which privately sold $10.0 million in preferred trust securities as part of a pooled re-securitization transaction with several other financial institutions. The proceeds from that sale,
together with the proceeds from the Trust's sale of all its common securities to Bancorp, were used to purchase an aggregate of $10.3 million in junior subordinated debentures issued by Bancorp. The debentures call for interest payable quarterly at
a variable annual rate equal to the three-month LIBOR plus 3.45%, with principal payable in full on June 26, 2032. Subject to certain limitations, Bancorp has fully and unconditionally guaranteed its Trust subsidiary's obligations under the
preferred trust securities. Substantially all the proceeds from the transaction are being counted as "Tier 1" capital on Bancorp's books and have been or will be used by Bancorp to supplement Bancorp's and the Bank's capital and support
their continued operations and growth.

The operations of the Company and depository institutions in general are significantly influenced by general economic conditions and by related monetary,
fiscal and other policies of depository institution regulatory agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation (the FDIC) and the North Carolina State Banking Commission. Deposit flows and costs
of funds are influenced by interest rates on competing investments and general market rates of interest. Lending activities are affected by the demand for financing of real estate and other types of loans, which in turn are affected by the interest
rates at which such financing may be offered and other factors affecting local demand and availability of funds.

Comparison of the Results of Operations for the Three Month Periods Ended March
31, 2003 and 2002

Summary

For the three months ended March 31, 2003, the Company had net income of $1,007,308 or $0.50 basic
and $0.49 diluted earnings per share, compared to $659,968, or $0.32 basic and diluted earnings per share for the three months ended March 31, 2002. Net interest income increased $502,577 or 15.57% to $3,731,014 in the first quarter of 2003 from
$3,228,437 in the first quarter of 2002, and noninterest income increased $364,243 or 37.46% when compared to the same period last year. Noninterest expense increased $381,853 or 12.34% for the three month period ended March 31, 2003 as compared to
the same period in 2002, as salary and employee benefits expense increased $176,673 to $1,816,168 compared to $1,639,495 during the first quarter of 2002.

Net interest
income

Net interest income for the three months ended March 31, 2003 was $3,731,014, an increase of $502,577 or 15.57% when compared to net interest income of $3,228,437 for the prior year
period. The Companys net interest margin, on a tax-equivalent basis, for the three months ended March 31, 2003 was 4.38% compared to 4.84% first quarter 2002. Management attributes a portion of the decrease in the Banks net interest
margin to the introduction of more expensive funding in the form of Trust Preferred Securities and advances from the Federal Home Loan Bank.

Total interest income increased $563,145 for the three
months ended March 31, 2003 compared to the three months ended March 31, 2002, due to an increase of $76.9 million in average earning assets. Average loans outstanding increased $42.1 million as real estate loans increased $21.0 million. As a result
of a leverage transaction during the third quarter of 2002, the Banks average investment portfolio increased by $35.5 million. The yield on average earning assets, on a tax-equivalent basis, for the three months ended March 31, 2003 was 5.97%
compared to 6.78% in 2002.

Total interest expense increased $60,568 for the three months ended March 31, 2003 compared to the three months ended March 31, 2002, as interest-bearing liabilities
increased on average $71.3 million. The cost

11



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of funds for the Company during the three months ended March 31, 2003 was 1.91%; a decrease of 49 basis points when compared to 2.40% for the three months ended March 31,
2002.

Provision for probable loan losses

The provision for probable loan losses charged to operations during the three months
ended March 31, 2003 was $120,000, compared to $200,000 during the three months ended March 31, 2002. Net charge-offs for the quarter ended March 31, 2003 totaled $11,244, compared to net charge-offs of $159,336 during the first quarter of 2002. The
higher provision expense for probable loan loss in the first quarter 2002 reflects the charge-off activity that occurred during the quarter as the Bank charged-off $150,000 on a single commercial credit. The amount charged for provision for probable
loan losses is the result of managements review and evaluation of the portfolio, which considers current conditions, past due loans, and prior loan loss experience.

Noninterest
income

Noninterest income increased $364,243 or 37.46% to $1,336,528 for the three months ended March 31, 2003 compared to $972,285 for the same period in 2002. This is principally due to
an increase of $221,632 in Overdraft Banking Privilege fees generated from a new banking product, designed to automatically advance funds to assist in the event of checking account overdrafts, introduced by the Bank in December of 2001. Other
service charges and fees increased $102,780 over the prior year period due to increases of mortgage loan origination fees of $64,466, increased accounts receivable fees of $28,505 and increased brokerage fees of $21,683. During the first quarter of
2003, the Bank had a net gain on the sale of securities of  $38,583 compared to $46,029 during the same period last year.

Noninterest expense

Noninterest expense increased $381,853 or 12.34% to $3,475,234 for the three months ended March 31, 2003 from the same period in 2002.  This increase is principally due to general increases in salary and employee benefits
expense of $176,673 or 10.78%. Salary expense increased $106,539 over the prior year period as a result of general salary increases of  $54,872 and additional salary expense of $51,667 associated with the Banks recently opened loan
production offices in Williamston, Morehead City and Wilmington. Employee benefit expense increased $70,134 over the prior year period as the Company increased its incentive pay accrual by $54,876. Occupancy expense increased $66,349 or 29.43%
principally as the result of accelerated depreciation expense of $32,471 on the Banks home office branch facility. The Bank plans to replace the existing branch structure with a new corporate and branch office in 2003. Professional fees
decreased $48,839 from the prior year period primarily as the result of reduced consulting expense in connection with the Companys first quarter strategic planning session of 2002. Telephone and data communications expense increased $34,449
over the prior year period, as the Bank is mid-stream with its implementation of a new voice and data system, upgraded to provide bank-wide voicemail and additional bandwidth to promote the Banks network capabilities. Other operating expenses
increased $118,648 from $592,590 for the three months ended March 31, 2002 to $711,238 for the three months ended March 31, 2003. This increase is primarily due to increases in supplies of $42,808, increased advertising expense of $31,711, increases
of director advisory fees of $25,416, increased dues and memberships of $23,601 and increased recruiting expense of $22,001.

Income taxes

Income tax expense for the three months ended March 31, 2003 and 2002 was $465,000 and $247,373, respectively, resulting in effective tax rates of 31.58% and 27.26%, respectively. The increase in the Banks effective tax
rate for 2003 is the result of an increased state tax liability. Changes in the mix of investments within the Banks investment portfolio during 2002 away from state tax exempt securities resulted in a higher state tax liability. The effective
tax rates in both years differ from the federal statutory rate of 34.00% primarily due to tax-exempt interest income.

12



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Comparison of Financial Condition at March 31, 2003 and December 31, 2002

Total assets increased $18.7 million to
$405.0 million, an increase of 4.84% when compared to $386.3 million at December 31, 2002. Asset growth was funded by $10 million of brokered certificate of deposits, an increase in interest-bearing demand deposits of  $3.1 million and
short-term borrowings of $3.0 million.

Loans receivable have increased $11.4 million or 5.01% from $227.9 million at December 31, 2002 to $239.3 million at March 31, 2003. The Bank has experienced
steady loan demand from all of its markets throughout the quarter. During the quarter, deposits increased $16.1 million as the Bank acquired $10 million in brokered certificates of deposit.

Shareholders equity increased by $118,804 from December 31, 2002 to March 31, 2003, as the Bank generated net income of $1,007,308 and experienced a decrease of net unrealized gains on available-for-sale securities of
$438,305 and recognition of deferred compensation  restricted stock of $13,404. During the quarter, the Company repurchased 10,500 shares or $208,860 of its stock. The Company declared cash dividends of $254,743 or 12.5 cents per share, during
the first quarter of 2003 compared to 10.0 cents per share in the prior year period.

Asset Quality

Allowance for probable loan
losses

The allowance for probable loan losses (AFLL) is established through a provision for probable loan  losses charged against earnings. The level of the allowance for probable loan
losses reflects managements best estimate of probable losses inherent in the portfolio as of the balance sheet date and is based on managements evaluation of the risks in the loan portfolio and changes in the nature and volume of loan
activity. Managements evaluation, which includes a review of loans for which full collectibility may not be reasonably assured, considers the loans risk grades, the estimated fair value of the underlying collateral, current
economic conditions, historical loan loss experience and other current factors that warrant consideration in determining an adequate allowance. Banks objective is to maintain a loan portfolio that is diverse in terms of loan type, industry
concentration, and borrower concentration in order to manage overall credit risk by minimizing the adverse impact of any single event or combination of related events.

Reserve Policy and
Methodology

The allowance for probable loan losses is composed of general reserves, specific reserves and an unallocated reserve. General reserves are established for the loan portfolio using
loss percentages that are determined based on managements evaluation of the losses inherent in the various risk grades of loans.  Loans are categorized as one of eight risk grades based on managements assessment of the overall
credit quality of the loan, including the payment history, the financial position of the borrower, underlying collateral, internal credit reviews and the results of external regulatory examinations. The general reserve percentages are then applied
to the loan balances within each risk grade to estimate the necessary allowance for probable losses in each risk category.

The general reserve percentages used have been determined by management
to be appropriate based primarily on historical loan losses and the level of risk assumed for the various risk grades. The reserve percentages for Special Mention, Substandard and Doubtful are based on rates used by banking regulators in conjunction
with their examination of the Bank.

The process of classifying loans into the appropriate risk grades is performed initially as a component of the approval of the loan by the appropriate credit
officer. Based on the size of the loan, senior credit officers and/or the loan committee may review the classification to ensure accuracy and consistency of classification. To determine the most appropriate risk grade classification for each loan,
credit officers

13



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examine the borrowers liquidity level, the quality of any collateral, the amount of the borrowers other indebtedness, cash flow, earnings, sources of financing and
existing lending relationships. Loan classifications are periodically reviewed by internal credit examiners to determine if any changes in the circumstances of the loan require a different risk grade. An independent vendor engaged by the Bank on an
annual basis conducts an external review of loan classifications as part of their credit review process.

Specific reserves are provided on impaired commercial loans and are determined on a
loan-by-loan basis based on managements evaluation of ECBs loss exposure for each credit, given the current payment status of the loan and the value of any underlying collateral. Loans for which specific reserves are provided are
excluded from the general allowance calculations described above to prevent duplicate reserves. The calculations of specific reserves on commercial loans incorporate the results of measuring impaired loans pursuant to the requirements of Statement
of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan.  SFAS No. 114, as amended, requires that impaired loans be measured based on the present value of expected future
cash flows discounted at the loans effective interest rate, at the loans observable market price, or the fair value of the collateral if the loan is collateral-dependent. A loan is impaired when, based on current information and events,
it is probable that ECB will be unable to collect all amounts due according to the contractual terms of the loan agreement. When the measurement of the impaired loan is less than the recorded investment in the loan, the amount of the impairment is
recorded through a specific reserve. It is ECBs policy to classify and disclose all commercial loans that are on nonaccrual status as impaired loans. Substantially all other loans made by ECB are excluded from the scope of SFAS No. 114 as they
are comprised of large groups of smaller balance homogeneous loans (e.g., residential mortgage and consumer installment) that are evaluated collectively for impairment in the general reserves estimation process discussed above.

There are two primary components considered in determining an appropriate level for the unallocated reserve. A portion of the unallocated reserve is established to cover the elements of imprecision and estimation risk
inherent in the calculations of the general and specific reserves described above. The remaining portion of the unallocated reserve is determined based on managements evaluation of various conditions that are not directly measured by any other
component of the reserve, including current general economic and business conditions affecting key lending areas, credit quality trends, collateral values, loan volumes and concentrations, seasoning of the loan portfolio, the findings of internal
credit examinations and results from external bank regulatory examinations.

While management uses the best information available to establish the allowance for probable loan losses, future
adjustments to the allowance or to the reserving methodology may be necessary if economic conditions differ substantially from the assumptions used in making the valuations or if required by regulators, based upon information at the time of their
examinations. Such adjustments to original estimates, as necessary, are made in the period in which these factors and other relevant considerations indicate that loss levels may vary from previous estimates.

Nonperforming assets consist of loans not accruing interest, restructured debt and real estate acquired in settlement of loans and other repossessed collateral. It is ECBs policy to place loans on nonaccrual status when
any portion of principal or interest becomes 90 days past due, or earlier if full collection of principal and interest become doubtful. When loans are placed on nonaccrual status, interest receivable is reversed against interest income in the
current period. Interest payments received thereafter are applied as a reduction of the remaining principal balance so long as doubt exists as to the ultimate collection of the principal. Loans are removed from nonaccrual status when they become
current as to both principal and interest and when the collectibility of principal or interest is no longer doubtful.    Nonperforming assets were $805,300 and $472,157 at March 31, 2003 and December 31, 2002, respectively.  At
March 31, 2003, the Company had $506,423 invested in loans considered to be impaired under SFAS No. 114 compared to none at December 31, 2002, all of which were on a non-accrual basis. Trends and dollar amounts of nonperforming loans are used by
management in evaluating the overall adequacy of the allowance for probable loan losses. The allowance for probable loan losses as a percentage of loans outstanding was 1.36% and 1.38% at March 31, 2003 and December 31, 2002,
respectively.

14



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Regulatory Matters

Management is not presently aware of any current recommendations to the Company by
regulatory authorities which, if they were to be implemented, would have a material effect on the Companys liquidity, capital resources or operations.

Liquidity

The Company relies on the investment portfolio as a source of liquidity, with maturities designed to provide needed cash flows. Further, retail deposits generated throughout the branch network have enabled
management to fund asset growth and maintain liquidity. External sources of funds include the ability to access advances from the Federal Home Loan Bank of Atlanta, wholesale CD (brokered deposits) market, internet deposit bulletin boards and Fed
Fund lines with correspondent banks. Short-term borrowings increased $3.0 million during the quarter.

Capital Resources

Bancorp
and the Bank are subject to the capital requirements of the Federal Reserve, the FDIC and the North Carolina State Banking Commission.  The FDIC requires the Bank to maintain minimum ratios of Tier I capital to total risk-weighted assets and
total capital to risk-weighted assets of 4% and 8%, respectively.  To be well capitalized, the FDIC requires ratios of Tier I capital to total risk-weighted assets and total capital to risk-weighted assets of 6% and 10%,
respectively.  Tier I capital consists of total stockholders equity calculated in accordance with generally accepted accounting principles excluding unrealized gains or losses, net of income taxes, on securities available-for-sale, and
total capital is comprised of Tier I capital plus certain adjustments, the only one of which applicable to the Bank is the allowance for probable loan losses.  Risk-weighted assets reflect the Banks on- and off-balance sheet exposures
after such exposures have been adjusted for their relative risk levels using formulas set forth in FDIC regulations.  As of March 31, 2003, the Bank was in compliance with all of the aforementioned capital requirements and meets the 
well-capitalized definition that is used by the FDIC in its evaluation of member banks.  Additionally, at March 31, 2003, Bancorp was also in compliance with the applicable capital requirements set forth by the Federal Reserve, and
was classified as well-capitalized.

As of March 31, 2003, $9.4 million of the trust preferred securities issued on June 26, 2002 qualifies as Tier 1 capital for regulatory capital adequacy
requirements for Bancorp. The entire original  $10 million was infused into the Bank, increasing the Banks Tier 1 capital by $10 million. As of March 31, 2003, the Banks Leverage Ratio was 9.71%, compared to 9.98% at December 31,
2002, and Bancorps Leverage Ratio was 9.39% on March 31, 2003, compared to 9.51% at December 31, 2002. As of March 31, 2003, the Banks Tier 1 Risk-based Capital Ratio was 12.64%, compared to 12.94% at December 31, 2002. Bancorps
Tier 1 Risk-based Capital Ratio was 12.53% on March 31, 2003 compared to 12.67% at December 31, 2002. These capital ratios reflect the impact of the issuance of $10 million in trust preferred securities during the second quarter of 2002.

Current Accounting Issues

The Financial Accounting Standards Board  (FASB) issues exposure drafts for proposed statements of
financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed
statements on the consolidated financial statements of the Company and monitors the status of changes to issued exposure drafts and to proposed effective dates.

Forward-Looking
Statements

This discussion may contain statements that could be deemed forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or
otherwise are not statements of historical fact. Such statements are often characterized by the use of

15



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qualifying words (and their derivatives) such as expect, believe, estimate, plan, project, anticipate,
or other statements concerning opinions or judgment of Bancorp and its management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing
strategies of Bancorps customers, actions of government regulators, the level of market interest rates, general economic conditions and unexpected loan losses.

ITEM 3. CONTROLS AND
PROCEDURES

During the 90-day period prior to the filing date of this report, management, including the Companys Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon, and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and
procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and
when required.

There have been no significant changes in the Companys internal controls or in other factors which could significantly affect internal controls subsequent to the date of the
evaluation.  There were no significant deficiencies or material weaknesses identified in the evaluation and, therefore, no corrective actions were taken.

16



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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds

Not applicable.

Item 3.  Defaults upon Senior Securities

Not applicable.

Item 4.  Submission of Matters to a Vote of
Security Holders

Not applicable.

Item 5.  Other Information

Not
applicable.

Item 6.  Exhibits and Reports on Form 8-KSB

|(a) | Exhibits:                                                                                         |  |                                                 
|--- | ------------------------------------------------------------------------------------------------- |  | ------------------------------------------------
|    |                                                                                                   |  |                                                 
|    | Exhibit Number                                                                                    |  | Description                                     
|    |                                                                                                   |  |                                                 
|    | 99.1                                                                                              |  | Certification pursuant to 18 U.S.C. Section 1350
|    |                                                                                                   |  |                                                 
|(b) | Reports on Form 8-KSB                                                                            
|    | During the period covered by this Report, no Current Reports on Form 8-KSB were filed by Bancorp.

17



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SIGNATURES

In accordance with the requirements 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.



|      |         |  |  |  | ECB BANCORP, INC.(Registrant)
|----- | ------- |  |  |  | -----------------------------
|      |         |  |  |  |                              
|Date: | 5/12/03 |  |  |  | By:                          
|      |         |  |  |  |                              
|      |         |  |  |  |                              
|      | 5/12/03 |  |  |  |                              
|Date: |         |  |  |  | By:                          
|      |         |  |  |  |                              
|      |         |  |  |  |                              

18



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CERTIFICATION

I,
Arthur H. Keeney III, certify that:

1.          I have reviewed this quarterly report on Form 10-QSB of ECB Bancorp, Inc.;

2.          Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.          Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.          The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

| | a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
| | c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.          The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):

| | a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.          The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|Date: | 5-12-03 |  |                                                           
|----- | ------- |  | ----------------------------------------------------------
|      |         |  | /s/ ARTHUR H. KEENEY III                                  
|      |         |  |                                                           
|      |         |  | Arthur H. Keeney III President and Chief Executive Officer

19



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CERTIFICATION

I, Gary
M. Adams, certify that:

1.          I have reviewed this quarterly report on Form 10-QSB of ECB Bancorp, Inc.;

2.          Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.          Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.          The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

| | a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and                                                                                                  
| | c)presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.          The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):

| | a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

6.          The registrants other certifying officers and I have indicated in this
quarterly  report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

|Date: | 5-12-03 |  |  |                              
|----- | ------- |  |  | -----------------------------
|      |         |  |  | /s/ GARY M. ADAMS            
|      |         |  |  |                              
|      |         |  |  | Gary M. Adams                
|      |         |  |  | Senior Vice President and CFO

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EXHIBIT INDEX

|Exhibit Number | Description                                     
|-------------- | ------------------------------------------------
|               |                                                 
|99.1           | Certification pursuant to 18 U.S.C. Section 1350

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