UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                             Commission File Number
                                    000-28037

                            FIRST SOUTH BANCORP, INC.
                      (Exact Name of Small Business Issuer)


            SOUTH CAROLINA                          57-1086258
        (State of Incorporation)         (IRS Employer Identification number)

                       1450 John B. White, Sr., Boulevard
                        Spartanburg, South Carolina 29306
                     (Address of Principal Executive Office)

                                 (864) 595-0455
                            (Bank's Telephone Number)




Checkwhether  the issuer (1) has filed all  reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter  period
that the Bank was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days. YES {X} N0 { }


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date:  Common Stock, no par value,  1,682,040
shares outstanding on October 19, 2004.

Transitional Small Business Disclosure Format (Check One) YES { } NO {X}











                                       1
<PAGE>








                            FIRST SOUTH BANCORP, INC.

                                   FORM 10-QSB

                                      INDEX


PART I - FINANCIAL INFORMATION                                              Page

  Item 1.  Financial Statements

           Consolidated Balance Sheets ....................................    3

           Consolidated Statements of Operations ..........................    4

           Consolidated Statements of Comprehensive Income ................    5

           Consolidated Statements of Cash Flows ..........................    6

           Consolidated Statements of Changes in Shareholders' Equity .....    7

           Notes to Unaudited Statements ..................................  8-9


  Item 2.  Management's Discussion and Analysis ...........................11-20

  Item 3.  Controls and Procedures ........................................21-22


Part II - OTHER INFORMATION

  Item 6.  Exhibits .......................................................23-26


SIGNATURES .................................................................  27

















                                       2
<PAGE>







                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

          FIRST SOUTH BANCORP, INC AND
                   SUBSIDIARY
           Consolidated Balance Sheets
          (Dollar amounts in thousands)

                                                       (Unaudited)
                                                         Sept. 30,      Dec. 31,
                                                           2004          2003
                                                           ----          ----
Assets
Cash & due from banks ..............................    $   3,669     $   4,435
Due from banks - interest bearing ..................        9,000            27
 Investment securities:
    Securities held to maturity ....................        3,526         3,874
    Securities available for sale ..................       16,678         9,672
Loans ..............................................      246,554       227,239
      Less, allowance for loan losses ..............       (2,800)       (2,600)
Loans - net ........................................      243,754       224,639
Property & equipment, net ..........................        5,339         5,409
Other real estate owned ............................          520             -
Investment in FSBS Capital Trust ...................          155             -
Other assets .......................................        4,409         4,028
                                                        ---------     ---------
Total assets .......................................    $ 287,050     $ 252,084
                                                        =========     =========

Liabilities
Deposits:
      Noninterest-bearing ..........................    $  18,165     $  18,941
      Interest-bearing .............................      218,209       196,428
                                                        ---------     ---------
    Total deposits .................................      236,374       215,369

Securities sold under repurchase agreements ........        7,032         6,089
Other borrowed funds ...............................       10,000        12,000
Demand notes issued to the U.S. Treasury ...........          253           236
Subordinated debt ..................................        5,155             -
Other liabilities ..................................        2,029         1,981
                                                        ---------     ---------
    Total liabilities ..............................      260,843       235,675

Shareholders' equity
Common stock - no par value; 20,000,000 authorized,
Outstanding 1,682,040 and 1,382,070 respectively
Paid-in capital ....................................       18,634        11,152
Undivided profits ..................................        7,529         5,225
Accumulated other comprehensive income/(loss) ......           44            32
                                                        ---------     ---------
Total shareholders' equity .........................       26,207        16,409

Total liabilities and shareholders' equity .........    $ 287,050     $ 252,084
                                                        =========     =========





                                       3
<PAGE>




                     FIRST SOUTH BANCORP, INC AND SUBSIDIARY

                       Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                                                                  (Unaudited)
                                                                                          Period ended September 30,

                                                                             Three Months                         Nine Months
                                                                          2004           2003                 2004          2003
                                                                          ----           ----                 ----          ----
                                                                               (Dollars in thousands, except per share)
Interest income
<S>                                                                  <C>               <C>               <C>               <C>
                Loans, including fees ......................         $  3,668          $  3,152          $ 10,526          $  8,887
                Investment securities ......................              185               125               422               402
                Interest bearing deposits ..................               35                 9                60                49
                                                                     --------          --------          --------          --------

                Total interest income ......................            3,888             3,286            11,008             9,338

Interest expense
                Deposits and borrowings ....................            1,345             1,131             3,646             3,264

Net interest income ........................................            2,543             2,155             7,362             6,074
                Provision for loan losses ..................             (248)             (213)             (301)             (731)
                                                                     --------          --------          --------          --------

Net interest income after provision ........................            2,295             1,942             7,061             5,343

Noninterest income
                Service charges on deposit accounts ........               86                88               271               245
                Other income ...............................              285               453               656               745
                                                                     --------          --------          --------          --------
                Total noninterest income ...................              371               541               927               990

Noninterest expense
                Salaries and benefits ......................              957               884             2,649             2,325
                Occupancy and equipment ....................              216               188               632               454
                Other expense ..............................              370               564             1,151             1,303
                                                                     --------          --------          --------          --------
                Total noninterest expense ..................            1,543             1,636             4,432             4,082

Income before income taxes .................................            1,123               847             3,556             2,251
                Provision for income taxes .................              373               305             1,252               811
                                                                     --------          --------          --------          --------

Net income .................................................         $    750          $    542          $  2,304          $  1,440
                                                                     ========          ========          ========          ========

Basic per share earnings ...................................         $   0.45          $   0.39          $   1.43          $   1.04

Diluted earnings per share .................................         $   0.42          $   0.37          $   1.35          $   0.99
</TABLE>













                                       4
<PAGE>


                    FIRST SOUTH BANCORP, INC. AND SUBSIDIARY

                  Consolidated Statements of Comprehensive Income
                             (amounts in thousands)

                                                               (Unaudited)
                                                            Nine Months Ended
                                                              September 30,
                                                              -------------
                                                           2004            2003
                                                           ----            ----
Net Income .......................................       $ 2,304        $ 1,440

Other comprehensive income (loss):

Change in unrealized holdings gains &
    losses on available for sale securities ......            20            (67)

Income tax (expense) benefit on other
                comprehensive income (loss) ......            (8)            25
                                                         -------        -------

Total other comprehensive income (loss) ..........            12            (42)
                                                         -------        -------

Comprehensive income .............................       $ 2,316        $ 1,398
                                                         =======        =======





























                                       5
<PAGE>


                    FIRST SOUTH BANCORP, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
              For the Nine Months ended September 30, 2004 and 2003


<TABLE>
<CAPTION>
                                                                                                               (Unaudited)
                                                                                                            Nine Months Ended
                                                                                                              September 30,
                                                                                                           2004               2003
                                                                                                           ----               ----
                                                                                                                (amounts in
                                                                                                                thousands)
Operating Activities
<S>                                                                                                      <C>               <C>
Net income .....................................................................................         $  2,304          $  1,440

Adjustments to reconcile net income to net cash
               Provided by operating activities
               Provision for loan losses .......................................................              301               731
               Depreciation ....................................................................              273               171
               Amortization ....................................................................               13                 -

               Deferred Tax Asset ..............................................................              (33)             (215)
               Decrease (increase) in other assets .............................................             (197)             (771)
               Increase (decrease) in accrued expenses and other liabilities ...................             (251)              926
                                                                                                         --------          --------

Net cash provided by operating activities ......................................................            2,410             2,282
                                                                                                         --------          --------


Investing Activities
               Purchase of securities ..........................................................          (10,000)           (5,000)
               Sale/(Purchase) of restricted FHLB stock ........................................               50              (100)
               Proceeds from MBS principal paydowns ............................................              329                 -
               Proceeds from called  securities ................................................            3,000             8,000
               Origination of loans, net of principal collected ................................          (19,315)          (49,867)
               Proceeds/(Purchase) from other real estate owned ................................             (520)              625
               Purchase of premises and equipment ..............................................             (193)           (2,458)
               Investment in Trust .............................................................             (155)                -
                                                                                                         --------          --------

Net cash used in investing activities ..........................................................          (26,804)          (48,800)
                                                                                                         --------          --------

Financing Activities
               Net increase in deposits ........................................................           21,005            56,680
               Net increase  in retail repurchase agreements ...................................              942               643
               Proceeds from exercise of stock options .........................................                -                 8
               Net decrease in other borrowings ................................................           (1,983)             (331)
               Net proceeds from stock issuance ................................................            7,482                 -
               Proceeds from issuance of subordinated debt .....................................            5,155                 -
                                                                                                         --------          --------

Net cash provided by financing activities ......................................................           32,601            57,000
                                                                                                         --------          --------

Net increase in cash and cash equivalents ......................................................            8,207            10,482

Cash and cash equivalents, beginning ...........................................................            4,462             4,292
                                                                                                         --------          --------

Cash and cash equivalents, ending ..............................................................         $ 12,669          $ 14,774
                                                                                                         ========          ========
</TABLE>







                                       6
<PAGE>


                    FIRST SOUTH BANCORP, INC. AND SUBSIDIARY

           Consolidated Statements of Changes in Shareholders' Equity
                      Nine Months Ended September 30, 2004
                                   (Unaudited)
      (amounts in thousands, except number of shares and dollar per share)



<TABLE>
<CAPTION>
                                                                                                      ACCUMULATED
                                                 SHARES OF                          ACCUMULATED          OTHER             TOTAL
                                                  COMMON            PAID-IN           EARNINGS       COMPREHENSIVE     STOCKHOLDERS'
                                                   STOCK            CAPITAL          (DEFICIT)       INCOME/(LOSS)         EQUITY
                                                   -----            -------          ---------       -------------         ------
<S>                                             <C>               <C>                <C>               <C>               <C>
Balance at December 31, 2002 ..........           920,780         $   11,145         $    3,121        $       84        $   14,350

Exercised Stock Options ...............               600                  7                                                      7

Three-for-two common stock
split .................................           460,660


Net income ............................                                                    2,104                              2,104

Net change in
unrealized gain on
available for sale
securities, net of tax ................                                                                       (52)              (52)

                                               ----------         ----------         ----------        ----------        ----------

Balance at December 31, 2003 ..........         1,382,040         $   11,152         $    5,225        $      (32)       $   16,409

<CAPTION>
                                                                                                      ACCUMULATED
                                                 SHARES OF                          ACCUMULATED          OTHER             TOTAL
                                                  COMMON            PAID-IN           EARNINGS       COMPREHENSIVE     STOCKHOLDERS'
                                                   STOCK            CAPITAL          (DEFICIT)       INCOME/(LOSS)         EQUITY
                                                   -----            -------          ---------       -------------         ------
<S>                                             <C>              <C>              <C>              <C>                    <C>
Balance at December 31, 2003 ...........        1,382,040           11,152            5,225               32                 16,409


Net income .............................                                              2,304                                   2,304


Private Issuance of Common Stock .......          300,000            7,482                                                    7,482
(300,000 shares @ $25/share)
 Net expense of $18

Net change in
unrealized gain on
available for sale
securities, net of tax .................                                                                  12                     12

                                                ---------        ---------        ---------        ---------              ---------

Balance at September 30, 2004 ..........        1,682,040        $  18,634        $   7,529        $      44              $  26,207
</TABLE>








                                       7
<PAGE>


                    FIRST SOUTH BANCORP, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

Note 1.  Basis of Presentation

               The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles in the
United States for interim  financial  information and with  instructions to Form
10-QSB  and  Item  310(b)  of  Regulation  S-B of the  Securities  and  Exchange
Commission.  Accordingly,  they do not contain all of the  information and notes
required by generally  accepted  accounting  principles in the United States for
complete  financial  statements.  However,  in the  opinion of  management,  all
adjustments  considered  necessary for a fair  presentation  have been included.
Operating  results  for  the  nine  months  ended  September  30,  2004  are not
necessarily  indicative  of the results  that may be expected for the year ended
December  31,  2004.  For further  information,  please  refer to the  financial
statements  and notes thereto for the Company's  fiscal year ended  December 31,
2003,  contained in the Company's annual report on Form 10-KSB.  Certain amounts
disclosed  for  2003  have  been  reclassified  to  conform  with  current  year
presentation.

The Company effected a three-for-two  stock split in March,  2004. All share and
per share information has been adjusted to reflect the stock split.

In accordance  with SFAS No. 123,  Accounting for Stock-Based  Compensation,  as
amended by SFAS No. 148,  Accounting for  Stock-Based  Compensation - Transition
and Disclosure - An Amendment of FASB Statement No. 123, the Company has adopted
the disclosure-only option and elected to apply the provisions of APB No. 25 for
financial  statement  purposes.  No stock-based  employee  compensation  cost is
reflected in the Company's net income.

Pro forma  information  regarding  net income and  earnings  per share have been
determined as if the Company had accounted for its employee  stock options using
the fair value method, and is presented below.


(Dollar amounts in thousands, except per share
amounts)
<TABLE>
<CAPTION>
                                                                   Three Months      Three Months      Nine Months       Nine Months
                                                                      ended             ended            ended             ended
                                                                  September 30,     September 30,    September 30,     September 30,
                                                                  --------------    --------------   --------------    -------------
                                                                       2004              2003             2004              2003
                                                                       ----              ----             ----              ----

<S>                                                                   <C>             <C>             <C>               <C>
Net income: As reported ........................................      $   750         $   542         $   2,304         $   1,440

Deduct:  Total stock-based compensation cost
             determined under the fair value method
             net of tax ........................................           28              15                84                46
                                                                      -------         -------         ---------         ---------

Pro forma ......................................................      $   722         $   527         $   2,220         $   1,394
                                                                      =======         =======         =========         =========


Basic earnings per share:
             As reported .......................................      $  0.45         $  0.39         $    1.43         $    1.04
             Pro forma .........................................      $  0.43         $  0.38         $    1.38         $    1.01

Diluted earnings per share
            As reported ........................................      $  0.42         $  0.37         $    1.35         $    0.99
            Pro forma ..........................................      $  0.40         $  0.36         $    1.30         $    0.96
</TABLE>



The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the  following   weighted  average
assumptions  used for the three and nine month periods ended  September 30, 2004
and 2003;  dividend yield of 0%, expected  volatility of 50%, risk-free interest
rates of 4.24 % and 3.77 % in 2004 and 2003 respectively,  and expected lives of
10 years for the options.







                                       8
<PAGE>

Note 2 - Earnings per share

         Earnings  per share has been  determined  under the  provisions  of the
Statement of Financial Accounting Standards No. 128, Earnings Per Share. For the
year-to-date  period ended September 30, 2004 and 2003, basic earnings per share
has been  computed  upon the  weighted  average  common  shares  outstanding  of
1,607,245 and 1,381,674, respectively.

         The only employee stock-based compensation arrangements of the Company,
as defined in the Statement of Financial  Accounting Standards No. 128, Earnings
Per Share,  are the stock options  granted to various  officers and employees of
the  Bank.  The  following  is a  summary  of the  diluted  earnings  per  share
calculation for the nine months ended September 30, 2004 and 2003 (in thousands,
except share data):

                                                          Nine Months Ended
                                                          September 30, 2004
                                                          ------------------
                                                         2004            2003
                                                         ----            ----
(in thousands)
Net Income ...................................       $    2,304       $    1,440
Weighted average outstanding shares ..........        1,607,245        1,381,674

Basic Earnings Per Share .....................       $     1.43       $     1.04

Weighted average outstanding shares ..........        1,607,245        1,381,470
Dilutive effect of stock options .............           99,536           65,568
                                                     ----------       ----------

Weighted average diluted shares ..............        1,706,781        1,447,242

Diluted earnings per share ...................       $     1.35       $     0.99


Note 4 - Impact of Recently Issued Accounting Standards

FASB  Interpretation  No. 46,  Consolidation  of Variable  Interest  Entities an
Interpretation  of ARB No. 51, as amended by FASB  Interpretation  No. 46R,  was
issued in January 2003 and addressed  consolidation  by business  enterprises of
variable  interest   entities.   In  accordance  with  the  provisions  of  this
Interpretation,  the Company has not  consolidated  its interest in FSBS Capital
Trust.

In March 2004, the Securities and Exchange  Commission  issued Staff  Accounting
Bulletin No. 105, Application of Accounting Principles to Loan Commitments. This
Staff  Accounting  Bulletin  summarizes  the  views of the staff  regarding  the
application of accounting  principles generally accepted in the United States of
America  to  loan  commitments  accounted  for as  derivative  instruments.  The
provisions of this Staff Accounting Bulletin are effective after March 31, 2004.
The adoption of this Staff Accounting Bulletin did not have a material impact on
the consolidated financial statements of the Company.


Note 5 - Stock Issuance

The Company concluded in May a private sale of 300,000 shares of common stock at
$25.00 per share.  The total cost  associated  with this sale was  approximately
$18,000.






                                       9
<PAGE>


                    FIRST SOUTH BANCORP, INC. AND SUBSIDIARY

                                 Part I - Item 2

Forward Looking Statements
         Statements  included in this Form 10-QSB  which are not  historical  in
nature  are  intended  to be,  and are  hereby  identified  as  "forward-looking
statements"  for  purposes  of the safe  harbor  provided  by Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.  Words  such  as  "estimate",
"project",  "intend",  "expect",  "believe",  "anticipate",  "plan", and similar
expressions  identify forward looking  statements.  The Company cautions readers
that forward looking statements, including without limitation, those relating to
the Company's new offices, future business prospects, revenues, working capital,
liquidity, capital needs, adequacy of allowance for loan losses, interest costs,
and income,  are  subject to certain  risks and  uncertainties  that could cause
actual results to differ from those indicated in forward looking statements, due
to several important factors herein  identified,  among others,  and other risks
and factors identified from time to time in the Company's reports filed with the
Securities and Exchange Commission.  These forward-looking  statements are based
on  current   expectations,   estimates  and  projections  about  our  industry,
management's  beliefs,  and  assumptions  made by management.  Such  information
includes,  without  limitation,   discussions  as  to  estimates,  expectations,
beliefs,  plans,  strategies,  and objectives  concerning  the Company's  future
financial and operating  performance.  These  statements  are not  guarantees of
future performance and are subject to risks,  uncertainties and assumptions that
are difficult to predict,  particularly in light of the fact that the Company is
a relatively  new company  with limited  operating  history.  Therefore,  actual
results may differ from those  expressed or forecasted  in such  forward-looking
statements. The risks and uncertainties include, but are not limited to:

          The  Company's  growth and  ability  to  maintain  growth;

          government  monetary and fiscal  policies,  as well as legislative and
          regulatory changes;

          the effect of interest  rate changes on our level and  composition  of
          deposits,  loan  demand  and the  value  of our  loan  collateral  and
          securities;

          the effects of competition from other financial institutions operating
          in the Company's  market areas and elsewhere,  including  institutions
          operating locally, regionally, nationally and internationally;

          failure of assumptions  underlying the  establishment of the allowance
          for loan losses, including the value of collateral securing loans; and

          loss of consumer  confidence and economic  disruptions  resulting from
          terrorist activities.

         The Company  undertakes no obligation to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  In light of these risks,  uncertainties,  and assumptions,
the forward-looking events discussed in this report might not occur.

Management's Discussion and Analysis or Plan of Operation

         This  discussion is intended to assist in  understanding  the financial
condition  and  results  of  operations  of the  Company,  and should be read in
conjunction with the financial  statements and related notes contained elsewhere
herein and in the Company's 2003 annual report on Form 10-KSB.  Because the Bank
is responsible for all of the Company's operations, the discussion will refer to
the results of operations of the Bank.







                                       10
<PAGE>

RESULTS OF  OPERATIONS:  NINE MONTH PERIOD ENDED  SEPTEMBER 30, 2004 COMPARED TO
THE SAME PERIOD ENDED SEPTEMBER 30, 2003.

Net Income

For the first nine months of 2004, First South Bancorp, Inc. earned a net profit
of  approximately  $2,304,000,  or $ 1.43 per share,  compared to  approximately
$1,440,000,  or $ 1.04 per  share,  for the same  period  in 2003.  This  60.0 %
increase in net income was largely  attributed  to the  increase in net interest
income by $1,288,000 or 21%.  Provision for loan losses decreased by $430,000 or
58% due to slower loan growth of $19.3  million  during the first nine months of
2004  compared to growth of $49.8  million  during the same period in 2003.  The
increase  in   non-interest   expense  of  $350,000  or  8.5%  and  decrease  in
non-interest  income of $63,000 or 6.3% partially mitigated the overall increase
in net interest income after  provision of $1,718,000 or 32%.  Provision for tax
accruals  remained  at  approximately  35% during the nine month  period in 2004
compared to the same period in 2003.

Profitability

Earnings of  financial  institutions  are most  commonly  measured  through ROAA
(return on average  assets)  and ROAE  (return  on  average  equity).  Return on
average assets is the income for the period, annualized,  divided by the average
assets for the  period.  Return on average  equity is the income for the period,
annualized,  divided by the average equity for the period.  As is shown in Table
One,  ROAA for the period  increased  by 28% from .89% in 2003 to 1.14% in 2004.
ROAE increased by 10.6% from 12.75% in 2003 to 14.10% in 2004.





                                                Selected Earnings Ratios
                                      at or for the Periods Ending September 30,
                                               2004                2003
                                               ----                ----
Return on Average Assets ................     1.14%               0.89%

Return on Average Equity ................    14.10%              12.75%

Dividend Payout Ratio ...................      N/A                 N/A

Average Stockholders Equity
as a Percentage of Average Assets             8.10%               6.96%


The  changes  in ROAA and ROAE can be  primarily  attributed  to  changes in the
balance  sheet,  volume and  composition,  and the  interest  rate  environment.
Details  of these  changes  are  provided  in the  following  discussion  of net
interest income.










                                       11
<PAGE>


Net Interest Income

Net interest income, the major component of First South Bancorp's income, is the
amount by which interest and fees on earning assets exceeds the interest paid on
interest bearing  liabilities,  primarily deposits.  As was stated earlier,  net
interest  income for the first nine  months of 2004  increased  over that of the
same period in 2003 by $1,288,000,  or 21%. A number of factors  discussed below
combined to produce the change in net interest income.

Growth in average  earning assets of $51.6  million,  or 25 %, was a significant
factor in the improvement in net interest income,  and the change in the earning
assets mix also  contributed  to the  improvement.  The segment of total earning
assets with the highest  interest  yield,  loans,  increased  in volume by $48.2
million or 26% which partially  offset the decrease in loan yields from 6.34% in
2003 to 5.97% in 2004.  The positive  effect on the earning  assets yield of the
growth  in  earning  assets  and  the  change  in the  earning  assets  mix  was
diminished,  however,  by the  decrease in interest  rates  compared to the same
period last year.  The overall yield on earning assets for the first nine months
of 2004 decreased by 35 basis points as compared to the same period in 2003.

For the  first  nine  months  of  2004,  the cost of  funds  averaged  2.16 %, a
reduction  of 20 basis  points from the  average  cost of funds rate of 2.36% in
2003.  Although the decrease in the earning asset yield,  35 basis  points,  was
greater than the  decrease in cost of funds,  20 basis  points,  the increase in
average  earning  assets of $51.6  million  was  greater  than the  increase  in
interest-bearing  liabilities  of $40.6 million  during the first nine months in
2004  compared  to the same  period in 2003,  which  was  enough to result in an
increase in net interest income.


Table Two includes a detailed  comparison  of the average  balances,  yields and
rates for the interest  sensitive  segments of the Company's  balance sheets for
the nine months ended September 30, 2004 and 2003.













                                       12
<PAGE>






Table Two

                Net Interest Income and Average Balance Analysis
                     for the Nine Months Ended September 30,
                                  2004 and 2003
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                       Interest                     Average
                                                            Average Balance       Income/Expense             Yield/Cost (1)
Interest-Earning Assets                                    2004        2003         2004         2003        2004         2003
                                                           ----        ----         ----         ----        ----         ----

<S>                                                     <C>          <C>          <C>           <C>           <C>          <C>
Int. Bearing Due from Banks .........................   $  6,957     $  5,916     $    60       $   49        1.15%        1.11%
Investments .........................................     15,829       13,491         422          402        3.56%        3.98%
Loans ...............................................    235,644      187,386      10,526        8,887        5.97%        6.34%
                                                        --------     --------     -------       ------        -----        -----
Total Interest Earning Assets .......................    258,430      206,793      11,008        9,338        5.69%        6.04%

Noninterest-Earning Assets
Cash & Due From Banks ...............................      4,718        4,553
Allowance for Loan Losses ...........................     (2,634)      (2,044)
Investments: Fair Value .............................         24          113
Premises & Equipment ................................      5,383        3,862
Investment in unconsolidated subsidiary .............        138            -
Interest Receivable & Other .........................      3,436        3,685
                                                        --------     --------
Total Noninterest-Earning Assets ....................     11,065       10,169
                                                        --------     --------

TOTAL ASSETS ........................................   $269,495     $216,962
                                                        ========     ========

Interest-Bearing Liabilities
NOW Accounts ........................................   $ 34,236     $ 33,054     $   420       $  436        1.64%        1.76%
Money Market & Savings ..............................     47,006       31,188         584          431        1.66%        1.85%
Time Deposits & IRAs ................................    123,967      105,275       2,132        2,034        2.30%        2.58%
Fed Funds Purchased & Repos .........................      4,977        4,393          26           18        0.70%        0.55%
Other borrowed funds ................................     10,445       10,577         345          344        4.41%        4.35%
Subordinated debt ...................................      4,444            -         139            -        4.18%            -
Demand Notes Issued to Treasury .....................        202          226           1            1        0.66%        0.59%
                                                        --------     --------     -------       ------        -----        -----
Total Interest-Bearing Liabilities ..................    225,277      184,713       3,647        3,264        2.16%        2.36%

Noninterest-Bearing Liabilities
Demand Deposits .....................................     20,480       15,412
Interest Payable ....................................        568          512
Other Liabilities ...................................      1,340        1,218
                                                        --------     --------
Total Non Int-Bearing Liabilities ...................     22,388       17,142

Stockholder's Equity ................................     21,830       15,107
                                                        --------     --------

TOTAL LIABILITIES & EQUITY ..........................   $269,495     $216,962
                                                        ========     ========

Net Interest Income .................................                             $ 7,361       $6,074
                                                                                  =======       ======

  Net Yield on Earning Assets .......................                                                         3.80%        3.93%
  Interest Rate Spread ..............................                                                         3.53%        3.68%
</TABLE>

 (1) Annualized.




                                       13
<PAGE>

Other Income

Other income for the first nine months of 2004 decreased by $63,000, or 6.4 %,
from  the  2003  amount  of  $990,000.  The  most  significant  changes  in  the
Commissions  and Fees  category  of other  income were a decrease of $110,000 in
mortgage  loan  fees,   resulting  from  increased  rates  reducing  refinancing
activity,  a decrease of $112,000 in loan  brokerage  fees,  resulting  from the
sporadic nature of this activity,  and a $174,000 increase in discount brokerage
fees,  resulting from the increased activity  associated with an improving stock
market.  The other non-interest  income category decreased $46,000,  or 50%, due
primarily  to the 2003  receipt of $36,000,  or 39.1% of the 2003  amount,  as a
refund of prior years' expenses.  Table Three provides a nine month 2004 to 2003
performance comparison of categories of non-interest income.

Table Three
                       Summary of Total Noninterest Income
                     for the Nine Months Ended September 30,
                                  2004 and 2003
                             (Amounts in thousands)

                                                 2004                  2003
                                                 ----                  ----
Service Charges .............................    $271                  $245
Commissions & Fees ..........................     611                   653
Other Noninterest Income ....................      45                    92
                                                 ----                  ----
Total .......................................    $927                  $990

Non-interest  expense for the first nine months of 2004 increased by $350,000,
or 8.6%, over the first nine months of 2003 amount of $4,082,000.  While some of
the operational  expense  increase  experienced in 2004 resulted from the growth
the bank experienced,  a significant portion,  48%, of the total increase can be
attributed  to  opening a new  facility  to house  mortgage  loan and  brokerage
services operations. With this facility having been opened in the fourth quarter
of 2003, no expenses  related to occupancy  were recorded  during the nine month
period ended September 30, 2003.

Table Four provides a nine month 2004 to 2003 performance  comparison of various
categories of other expense.

Table Four
                      Summary of Total Noninterest Expense
                     For the Nine Months Ended September 30,
                                  2004 and 2003
                             (Amounts in thousands)

                                                  2004                  2003
                                                  ----                  ----

Salaries & Employee Benefits ................   $2,649                $2,325
Occupancy & Equipment .......................      632                   454
Other expense ...............................    1,151                 1,303
                                                ------                ------
Total .......................................   $4,432                $4,082












                                       14
<PAGE>


Income Taxes
Through  September 30, 2004,  $40,000 had been accrued as a deferred tax benefit
resulting  from a  deferred  tax  asset  created  by income  transferred  to the
provision for loan losses above the amount deductible for income tax purposes in
the  current  year.  Though  deductible  for  state  income  tax  purposes,  the
non-deductibility  for federal income tax purposes of the $301,000  year-to-date
charge to  earnings  as a  provision  for  probable  loan  losses  that would be
recognized  in the  future  created  an income tax  benefit  resulting  in a net
current  year tax  accrual  rate of 35.0 %,  compared  to 36.0%  during the same
period in 2003.

CHANGES IN FINANCIAL POSITION

Investment portfolio

 During  the  first  nine  months  of  2004,  $3,000,000  in  government  agency
securities with a weighted  average rate of 3.75% were called.  During this same
period, $10,000,100 in government agency securities with a weighted average rate
of 3.69% were purchased.  A total of $11,657,300 (par) of investment  securities
were pledged on September 30, 2004.


    Table Five demonstrates the  balance/maturity  changes which occurred during
the nine months which ended September 30, 2004.




Table Five

                        Analysis of Investment Securities
                             (Amounts in thousands)

<TABLE>
<CAPTION>

December 31,  2003                                                   Available-for-Sale                    Held-for-Investment
                                                                     ------------------                    -------------------
                                                                 Amortized         Estimated Fair       Amortized     Estimated Fair
                                                                   Cost                Value               Cost           Value
                                                                   ----                -----               ----           -----
<S>                                                               <C>                 <C>                 <C>            <C>
Due in one year or less ............................              $    -              $    -              $    -         $    -
Due from one to five years .........................               7,498               7,540               1,011          1,024
Due from five to 10 years ..........................               1,000               1,004                   -              -
Due after ten years ................................               1,123               1,128                 853            992
Mortgage backed securities .........................                   -                   -               2,010          2,017
                                                                  ------              ------              ------         ------

                                                                  $9,621              $9,672              $3,874         $4,033
                                                                  ======              ======              ======         ======

<CAPTION>

September 30, 2004                                                   Available-for-Sale                    Held-for-Investment
                                                                     ------------------                    -------------------
                                                                 Amortized         Estimated Fair       Amortized     Estimated Fair
                                                                   Cost                Value               Cost           Value
                                                                   ----                -----               ----           -----
<S>                                                              <C>                 <C>                 <C>            <C>
Due in one year or less ............................             $     -             $     -             $ 1,006        $ 1,009
Due from one to five years .........................              13,499              13,575                   -              -
Due from five to 10 years ..........................               1,000               1,006                   -              -
Due after ten years ................................               1,124               1,128                 854          1,005
Mortgage backed securities .........................                 985                 969               1,666          1,711
                                                                 -------             -------             -------        -------

                                                                 $16,608             $16,678             $ 3,526        $ 3,725
                                                                 =======             =======             =======        =======
</TABLE>

Excludes  equity  securities with no readily  determinable  market value of $700
thousand on December 31, 2003 and $650 thousand on September 30, 2004.




                                       15
<PAGE>

Loan portfolio

From December 31, 2003 to September 30, 2004,  loans increased by $19.3 million,
or 8.5 %. Table Six, shows the changes in the  composition of the loan portfolio
on a percentage basis during the nine month period.

As shown in Table Seven,  variable rate loans continue to comprise a substantial
percentage  of total  loans,  91.2 %. These type of loans  have  increased  as a
percentage of the portfolio from 87.3% as of December 31, 2003.

At September 30, 2004, there was one loan on non-accrual status in the amount of
$481,361.  There were no loans 90 days past due and still accruing interest, and
$595,000 of loans had been identified by management as potential problem loans.

Table Six
                                Analysis of Loans
                December 31, 2003 and September 30, 2004 Balances
                             (Amounts in thousands)

<TABLE>
<CAPTION>
Real Estate:                                                                  Sep. 30, 2004                       Dec. 31, 2003
                                                                              -------------                       -------------
<S>                                                                  <C>                   <C>            <C>                <C>
   Construction/Land Development ..........................          $ 19,830                8.04%        $ 14,346            6.31%
   1-4 Family Residential Properties .....................             64,762               26.27%          55,949           24.62%
   Multifamily Residential Properties ....................              1,599                0.65%           1,275            0.56%
   Nonfarm Nonresidential Properties .....................            111,640               45.28%         101,939           44.86%
   Other Real Estate Loans ...............................              1,907                0.77%           1,651            0.73%
   Commercial & Industrial ...............................             46,405               18.82%          51,524           22.67%
   Consumer ..............................................                411                0.17%             555            0.24%
                                                                     --------              -----          --------           -----

Total ....................................................           $246,554              100.0%         $227,239           100.0%
                                                                     ========              =====          ========           =====
</TABLE>


Table Seven

               Analysis of Loan Maturities and Repricing Frequency
                            as of September 30, 2004
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                    Within   >3 Months    >1 Year    >3 Years        Over
                                                                  3 Months   12 Months    3 Years     5 Years     5 Years      Total
                                                                  --------   ---------    -------     -------     -------      -----
<S>                                                               <C>           <C>        <C>         <C>         <C>      <C>
Variable Rate Loans .........................................     $224,658                                                  $224,658

Fixed Rate Loans ............................................     $  4,273      $6,588     $4,590      $4,824      $1,140   $ 21,415

Total Loans .................................................     $228,931      $6,588     $4,590      $4,824      $1,140   $246,073
</TABLE>


Excludes loans on non-accrual status of $481,000








                                       16
<PAGE>



The Bank's  allowance for loan losses is analyzed  monthly in accordance  with a
board approved plan. This judgmental analysis is based upon a model that assigns
a risk rating to each  individual  loan and considers the probable level of loss
associated  with  various risk  categories  in  relationship  to the current and
forecasted  economic  environment.  The  monthly  provision  for loan losses may
fluctuate  based on the  results of this  analysis.  Table  Eight  provides  the
results of the  year-to-date  analysis for the periods ending September 30, 2004
and 2003, as well as the amounts  charged to this reserve as a loss and credited
to this reserve as a recovery.

Table Eight

                    Analysis of the Allowance for Loan Losses
                     For the Nine Months Ended September 30

                                                    2004                 2003
                                                    ----                 ----
Balance at Beginning of Year .................   $2,600,000          $1,750,000
Provision Charged to Operations ..............      301,000             731,000
Loans Charged-Off ............................     (115,000)         (1,270,000)
Loan Recoveries ..............................       14,000           1,189,000
                                                 ----------          ----------
Balance at End Of Period .....................   $2,800,000          $2,400,000

Deposits

Total  deposits  increased  from $215.4  million at December  31, 2003 to $236.4
million at  September  30,  2004,  an  increase  of $21.0  million or 9.7%.  The
increase  was the result of the  addition of new  branches in the latter part of
2003.

Interest rate risk

Financial  institutions  are  subject to  interest  rate risk to the degree that
their interest bearing liabilities (consisting principally of customer deposits)
mature or reprice more or less frequently,  or on a different basis,  than their
interest earning assets (generally consisting of intermediate or long-term loans
and  investment  securities).  The match  between the  scheduled  repricing  and
maturities of the Bank's earning assets and interest bearing  liabilities within
defined   time   periods  is   referred  to  as  "gap"   analysis.   The  Bank's
Asset/Liability  Management  Committee  is  responsible  for  managing the risks
associated  with  changing  interest  rates and their  impact on  earnings.  The
regular  evaluation  of the  sensitivity  of net  interest  income to changes in
interest  rates  is an  integral  part of  interest  rate  risk  management.  At
September 30, 2004, the  cumulative  one-year gap for the Bank was a positive or
asset sensitive $ 69.6 million,  or 24 % of total assets. At September 30, 2004,
the cumulative five-year gap for the Bank was a positive $35.3 million, or 12.30
% of total assets.  These  positive  positions  are the results of  management's
efforts  to limit the risk of loss in  earnings  over the long run by  extending
loans with  variable  interest  rates.  A positive  gap means that assets  would
reprice faster than  liabilities  if interest  rates changed.  The Bank's gap is
within  policy  limits which were  established  to reduce the adverse  impact on
earnings which movements in interest rates can cause. Intense competition in the
Bank's market continues to pressure quality loan rates downward while conversely
pressuring  deposit rates upward.  Table Nine  demonstrates how the relationship
between interest-bearing assets and interest-bearing  liabilities was calculated
for September 30, 2004.




                                       17
<PAGE>




Table Nine

    Distribution of Interest-Earning Assets and Interest-Bearing Liabilities
                   Repricing Schedule as of September 30, 2004
                             (Amounts in thousands)


<TABLE>
<CAPTION>
                                                                          One Year     Over One Year         Over
                                                                           or Less     to Five Years       Five Years        Total
                                                                           -------     -------------       ----------        -----
Interest Earning Assets

<S>                                                                       <C>             <C>              <C>              <C>
Due From Banks ....................................................       $  9,000        $      -         $      -         $  9,000
Investment Securities* ............................................          3,657          13,499            2,978           20,134
FHLB Stock ........................................................            650               -                -              650
Loans** ...........................................................        235,519           9,414            1,140          246,073
                                                                          ========        ========         ========         ========

Total .............................................................       $248,826        $ 22,913         $  4,118         $275,857
*Amortized Cost
**Excludes $481,000 in loans on non-accrual status ................

Interest Bearing Liabilities

NOW Accounts ......................................................       $ 32,634         $     -           $    -         $ 32,634
Savings & MMIA ....................................................         46,025               -                -           46,025
Time Deposits:$100 & > ............................................         25,735          12,934                -           38,669
Time Deposits: <$100m .............................................         62,588          38,293                -          100,881
Repurchase Agreements .............................................          7,032               -                -            7,032
Subordinated Debt (Trust Preferred Sec.) ..........................          5,000               -                -            5,000
Other Borrowed Funds ..............................................            253               -           10,000           10,253
                                                                          ========        ========         ========         ========

Total .............................................................       $179,267        $ 51,227         $ 10,000         $240,494

Period Gap ........................................................       $ 69,559        $(28,314)        $ (5,882)        $ 35,363

Cumulative Gap ....................................................       $ 69,559        $ 41,245         $ 35,363

Period Gap Ratios:
  Interest Sensitive Assets to
  Interest Sensitive Liabilities ..................................          138.8%           44.7%            41.2%

Cumulative Gap Ratios:
  Interest Sensitive Assets to
  Interest Sensitive Liabilities ..................................          138.8%          117.9%           114.7%

<CAPTION>

                                                             3 Months         Over 3 Months         Over One
Time Deposits                                                  & Less          to 12 Months             Year          Total
                                                               ------          ------------             ----          -----
<C>                                                           <C>                 <C>                  <C>           <C>
$100,000 and Greater ...........................              $ 8,833             $16,902              $12,934       $38,669
</TABLE>








                                       18
<PAGE>





Liquidity
Liquidity  is the  ability  to  meet  current  and  future  obligations  through
liquidation or the maturity of existing assets, or the acquisition of additional
liabilities.  Adequate  liquidity  is  necessary  to meet  the  requirements  of
customers for loans and deposit  withdrawals  in the most timely and  economical
manner. Some liquidity is ensured by maintaining assets which may be immediately
converted  into cash at minimal cost  (amounts due from banks and federal  funds
sold).  However,  the most  manageable  sources of  liquidity  are  composed  of
liabilities, with the primary focus on liquidity management being the ability to
obtain  deposits  within the Bank's service area.  Core deposits (total deposits
less wholesale time deposits) provide a relatively stable funding base, and were
equal to 70% of total assets at September 30, 2004.  Asset liquidity is provided
from several sources,  including  amounts due from banks and federal funds sold,
and funds from maturing loans.  The Bank is a member of the FHLB of Atlanta and,
as such,  has the  ability  to borrow  against  the  security  of its 1-4 family
residential  mortgage  loans.  The Bank also has $12 million  available  through
lines of credit with other banks as an additional  source of liquidity  funding.
Management believes that the Bank's overall liquidity sources are adequate.

Capital Resources

The equity  capital of the Company  increased $ 9,797,000  between  December 31,
2003 to  September  30,  2004.  An increase in retained  earnings of  $2,304,000
combined with a private offering of common stock of $7,500,000 accounted for the
large majority of this increase.

The Company and Bank are subject to regulatory capital adequacy standards. Under
these standards, financial institutions are required to maintain certain minimum
capital  ratios of capital to  risk-weighted  assets and average  total  assets.
Under the provisions of the Federal Deposit  Insurance  Corporation  Improvement
Act of 1991, federal financial institutions  regulatory authorities are required
to implement prescribed "prompt corrective action" upon the deterioration of the
capital position of a bank. If the capital  position of an affected  institution
were to fall below certain levels,  increasingly stringent regulatory corrective
actions are mandated.

The Bank's  September  30, 2004 capital  ratios are  presented in the  following
table,  compared with the "well  capitalized"  and minimum ratios under the FDIC
regulatory definitions and guidelines:


<TABLE>
<CAPTION>
                                                                                                                  To Be Well
                                                                                                               Capitalized Under
                                                                                   For Capital                 Prompt Corrective
September 30, 2004                                        Actual                 Adequacy Purposes             Action Provisions
                                                          ------                 -----------------             -----------------
                                                  Amount          Ratio         Amount         Ratio         Amount          Ratio
                                                  ------          -----         ------         -----         ------          -----
<S>                                              <C>             <C>            <C>            <C>           <C>            <C>
Total Capital
(To Risk Weighted Assets) ..............         $33,720         13.96%         $19,318        8.00%         $24,147        10.00%
Tier I Capital
(To Risk Weighted Assets) ..............         $30,920         12.80%         $ 9,659        4.00%         $14,488         6.00%
Tier I Capital
(To Average Assets) ....................         $30,920         10.85%         $11,404        4.00%         $14,255         5.00%
</TABLE>


Total  risk  based  capital  of the  bank  increased  by $18.6  million  between
September  30,  2004 and 2003,  and $14.7  million  from  December  31,  2003 to
September  30,  2004.  These  increases  resulted  from the private sale of $7.5
million in common stock during the first six months of 2004,  the issuance of $5
million in trust  preferred  securities  during the first  quarter of 2004,  and
earnings retained during these periods.




                                       19
<PAGE>


Off Balance Sheet Arrangements

The  Company  in  its  normal  course  of  business  is  a  party  to  financial
instruments,  including instruments with off-balance sheet exposure, to meet the
financing  needs of its customers.  These  instruments  may involve,  to varying
degrees,  elements  of credit  and  interest  rate risk in excess of the  amount
recognized in the Consolidated Balance Sheet.

The following  schedule  summarized the Company's  off-balance  sheet  financial
instruments:

                                          Contract or Notional Amount
                                                 (in thousands)

                                        9/30/2004           12/31/2003
                                        ---------           ----------

Commitments to extend credit .......    $32,887               $38,497
Standby letters of credit ..........    $ 2,188               $ 2,540



Commitments to extend credit are  arrangements  to lend to a customer as long as
there  is  not a  violation  of any  conditions  established  in  the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may require the payment of a fee. Since many of the commitments are expected
to expire  without  being  drawn  upon,  the  total  commitment  amounts  do not
necessarily  represent  future cash  requirements.  The Company  evaluates  each
customer's  credit  worthiness on a case-by-case  basis.  The amount and type of
collateral   required  is  based  on  management's   credit  evaluation  of  the
counterparty.

The Company's standby letters of credit are commitments issued by the Company to
guarantee  the  performance  of a customer  to a third  party.  The credit  risk
involved in issuing  letters of credit is essentially  the same as that involved
in  extending  loans  to  customers.  The term of these  guarantees  are  almost
exclusively  one year or less. The fees related to standby letters of credit are
immaterial to the Company's financial position.  We believe that the utilization
rate of these standby letters of credit will continue to be  substantially  less
than the amount of these commitments, as has been our experience to date.



















                                       20
<PAGE>


RESULTS OF OPERATIONS:  THREE MONTH PERIOD ENDED SEPTEMBER 30, 2004, COMPARED TO
THE SAME PERIOD SEPTEMBER 30, 2003.

Net income for the third quarter of 2004 increased by $208,000,  or 38.4%,  over
the same  period  in 2003.  Net  interest  income  for the  three  months  ended
September  30, 2004,  was $2.5  million,  an 18% increase  over the $2.1 million
amount  earned  during  the third  quarter in 2003.  Other  income for the three
months ended September 30, 2004, was $63 thousand, or 6.4%, less than the amount
received  for the same  period in 2003.  Other  expense of $4.4  million for the
three months was $350 thousand,  or 8.6%,  more than the 2003 three month period
amount.  Net interest income improved primarily due to growth of earning assets,
particularly the highest yielding asset, loans. Other income decreased primarily
due to the decrease in loan brokerage fees and mortgage loan fees.  Non-interest
expense grew  primarily from the increase in salaries and benefits and occupancy
expense  resulting  from  opening  new  offices  in  Bluffton,   Asheville,  and
Spartanburg within the past fifteen months.

<TABLE>
<CAPTION>
                                                                                          Three Months Ended September 30,
                                                                                               (Amounts in thousands)
Average Balances                                                              2004                    2003                   Change
                                                                              ----                    ----                   ------
<S>                                                                        <C>                     <C>                     <C>
Earning assets .............................................               $262,901                $224,590                $ 38,311
Earning assets yield ($) ...................................               $  3,888                $  3,286                $    602
Earning assets yield (%) ...................................                   5.88%                   6.39%                 -0.51%
Interest-bearing liabilities ...............................               $236,793                $202,079                $ 34,714
Cost of funds ($) ..........................................               $  1,345                $  1,132                $    213
Cost of funds (%) ..........................................                   2.26%                   2.22%                   0.04%
Interest Spread ($) ........................................               $  2,543                $  2,154                $    389
Interest Spread (%) ........................................                   3.62%                   4.17%                 -0.55%
</TABLE>

Item 3. Controls and Procedures

     (a)  Based on the evaluation required by 17C.F.R.  Section 240.13a-15(b) or
          240.15d-15(b) of the Company's  disclosure controls and procedures (as
          defined in 17 C.F.R.  Sections  240.13a-15(e) and 240.15d-15(e)),  the
          Company's  chief  executive   officer  and  chief  financial   officer
          concluded  that such  controls  and  procedures,  as of the end of the
          period covered by the quarterly report, were effective.


     (b)  There  has been no  change  in the  Company's  internal  control  over
          financial  reporting  during the most recent  fiscal  quarter that has
          materially affected, or is reasonably likely to materially affect, the
          Company's internal control over financial reporting.



                                       21
<PAGE>



                           PART II - OTHER INFORMATION

 Item 6 - Exhibits

(a)      Exhibits included with this report:

             Exhibit 31-1 - Certifications  of Chief Executive  Officer pursuant
             to Rule 13a-14(a).

             Exhibit 31-2 - Certifications  of Chief Financial  Officer pursuant
             to Rule 13a-14(a).

             Exhibit 32   - Certifications pursuant to 18 U.S.C. Section 1350.















                                       22
<PAGE>





SIGNATURE

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                  First South Bancorp, Inc.

                                  s/Barry L. Slider
November 12, 2004                 ----------------------------------------------
                                  Barry L. Slider, President and Chief Executive
                                  Officer


                                  s/V. Lewis Shuler
                                  ---------------------------------------------
                                  V. Lewis Shuler, Executive Vice President
                                            (Principal Accounting Officer)






                                       23
<PAGE>








                                                          EXHIBIT INDEX



Exhibit 31-1   Certifications  of  Chief  Executive  Officer  pursuant  to  Rule
               13a-14(a).

Exhibit 31-2   Certifications  of  Chief  Financial  Officer  pursuant  to  Rule
               13a-14(a).

Exhibit 32     Certifications pursuant to 18 U.S.C. Section 1350.



















































                                       24