UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)

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

                   For the fiscal year ended December 31, 2008
                        Commission File Number 000-22787

                             FOUR OAKS FINCORP, INC.
             (Exact name of registrant as specified in its charter)

              North Carolina                                56-2028446
              --------------                                ----------
      (State or other jurisdiction of             (IRS Employer Identification
       incorporation or organization)                          Number)

             6114 U.S. 301 South
          Four Oaks, North Carolina                                   27524
          -------------------------                                   -----
  (Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (919) 963-2177
                                                           --------------

           Securities registered under Section 12(b) of the Act: NONE
              Securities registered under Section 12(g) of the Act:

                     Common Stock, par value $1.00 per share
                     ---------------------------------------
                                (Title of Class)

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES |_| NO |X|

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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:
|X|YES [ ]NO

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer [ ]                        Accelerated filer |X|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act): [ ]YES |X|NO

                                   $84,360,731
                                   -----------
     (Aggregate market value of voting and non-voting common equity held by
 non-affiliates of the registrant based on the price at which the registrant's
       Common Stock, par value $1.00 per share was sold on June 30, 2008)

                                    6,207,191
                                    ---------
          (Number of shares of Common Stock, par value $1.00 per share,
                        outstanding as of March 6, 2009)

Documents Incorporated by Reference                           Where Incorporated
-----------------------------------                           ------------------
(1) Proxy Statement for the 2009 Annual                       Part III
    Meeting of Shareholders to be held May 11, 2009

                                     - 1 -
<PAGE>

Explanatory Note

     Four Oaks Fincorp, Inc. (the "company") is filing this Amendment No. 1 to
Form 10-K for the year ended December 31, 2008, to correct a typographical error
in the consent of its independent registered public accounting firm filed with
the Securities and Exchange Commission ("SEC").

     This Amendment No. 1 on Form 10/K-A to the Annual Report for the fiscal
year end December 31, 2008 amends Exhibit 23 of Item 15 of Part II. The
remaining Items contained within this Amendment No. 1 to Annual Report on Form
10-K/A consist of all other Items originally contained in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities
and Exchange Commission on March 12, 2009. This Form 10-K/A does not reflect
events occurring after the filing of the original Form 10-K, nor modify or
update those disclosures in any way.


Item 15 - Exhibits, Financial Statement Schedules.

     (a)(1) Financial Statements. The following financial statements and
supplementary data are included in Item 8 of Part II of this Annual Report on
Form 10-K.

                                                                  Form 10-K Page
                                                                  --------------
Financial Statements

Report of Independent Registered Public Accounting Firm,                45**
Dixon Hughes PLLC, dated March 12, 2009

Consolidated Balance Sheets as of December 31, 2008 and 2007            46**

Consolidated Statements of Operations for the years ended               47**
December 31, 2008, 2007 and 2006

Consolidated Statements of Comprehensive Income for the years           48**
ended December 31, 2008, 2007 and 2006

Consolidated Statements of Shareholders' Equity for the years           49**
ended December 31, 2008, 2007 and 2006

Consolidated Statements of Cash Flows for the years ended               50**
December 31, 2008, 2007 and 2006

Notes to Consolidated Financial Statements                              51**

--------------------------------------------------------------------------------
** Previously filed with the Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities Exchange Commission on March 12,
2009.
--------------------------------------------------------------------------------

     (a)(2) Financial Statement Schedules. All applicable financial statement
schedules required under Regulation S-X have been included in the Notes to
Consolidated Financial Statements.

     (a)(3) Exhibits. The following exhibits are filed as part of this Annual
Report on Form 10-K.


            Exhibit No.  Description of Exhibit
            -----------  ----------------------

            2.1**        Merger Agreement, dated as of December 10, 2007, by and
                         among Four Oaks Fincorp, Inc., Four Oaks Bank & Trust
                         Company and LongLeaf Community Bank (incorporated by
                         reference to Exhibit 2.1 to the Company's Current
                         Report on Form 8-K filed on December 13, 2007)
            2.2**        List of Schedules Omitted from Merger Agreement
                         included as Exhibit 2.1 above (incorporated by
                         reference to Exhibit 2.2 to the Company's Current
                         Report on Form 8-K filed on December 13, 2007)
            3.1**        Articles of Incorporation of Four Oaks Fincorp, Inc.
                         including Articles of Amendment to Articles of
                         Incorporation.
            3.2**        Bylaws of Four Oaks Fincorp, Inc. (incorporated by
                         reference to Exhibit 3.2 to the Company's Current
                         Report on Form 8-K12G3 filed with the SEC on July 2,
                         1997)

<PAGE>

            Exhibit No.  Description of Exhibit
            -----------  ----------------------

            4**          Specimen of Certificate for Four Oaks Fincorp, Common
                         Stock (incorporated by reference to Exhibit 4 to the
                         Company's Current Report on Form 8-K12G3 filed with the
                         SEC on July 2, 1997)
            10.1**       Employment Agreement with Ayden R. Lee, Jr.
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 1997) (management contract or
                         compensatory plan, contract or arrangement)
            10.2**       Severance Compensation Agreement with Ayden R. Lee, Jr.
                         (incorporated by reference to Exhibit 10.2 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 1997) (management contract or
                         compensatory plan, contract or arrangement)
            10.3**       Amended and Restated Nonqualified Stock Option Plan
                         (incorporated by reference to Exhibit 10.2 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.4**       Amended and Restated Employee Stock Purchase and Bonus
                         Plan (incorporated by reference to Exhibit 10.1 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.5**       Second Amended and Restated Dividend Reinvestment and
                         Stock Purchase Plan (incorporated by reference to
                         Exhibit 10.1 to the Company's Current Report on Form
                         8-K filed with the SEC on December 21, 2006)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.6**       Four Oaks Bank & Trust Company Supplemental Executive
                         Retirement Plan (incorporated by reference to Exhibit
                         10.6 to the Company's Annual Report on Form 10-KSB for
                         the fiscal year ended December 31, 1998) (management
                         contract or compensatory plan, contract or arrangement)
            10.7**       Employment Agreement with Clifton L. Painter
                         (incorporated by reference to Exhibit 10.7 to the
                         Company's Annual Report on Form 10-KSB for the fiscal
                         year ended December 31, 2001) (management contract or
                         compensatory plan, contract or arrangement)
            10.8**       Severance Compensation Agreement with Clifton L.
                         Painter (incorporated by reference to Exhibit 10.8 to
                         the Company's Annual Report on Form 10-KSB for the
                         period ended December 31, 2002) (management contract or
                         compensatory plan, contract or arrangement)
            10.9**       Executive Employment Agreement with W. Leon Hiatt, III
                         (incorporated by reference to Exhibit 10.9 to the
                         Company's Annual Report on Form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)
            10.10**      Severance Compensation Agreement with W. Leon Hiatt,
                         III (incorporated by reference to Exhibit 10.10 to the
                         Company's Annual Report on form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)
            10.11**      Executive Employment Agreement with Nancy S. Wise
                         (incorporated by reference to Exhibit 10.11 to the
                         Company's Annual Report on Form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)
            10.12**      Severance Compensation Agreement with Nancy S. Wise
                         (incorporated by reference to Exhibit 10.12 to the
                         Company's Annual Report on Form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)
            10.13**      Form of Stock Option Agreement (Non-Employee Director)
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Current Report on Form 8-K filed with the SEC
                         on March 1, 2005) (management contract or compensatory
                         plan, contract or arrangement)
            10.14**      Form of Stock Option Agreement (Employee) (incorporated
                         by reference to Exhibit 10.2 to the Company's Current
                         Report on Form 8-K filed with the SEC on March 1, 2005)
                         (management contract or compensatory plan, contract or
                         arrangement)

<PAGE>

            Exhibit No.  Description of Exhibit
            -----------  ----------------------

            10.15**      Executive Employment Agreement with Jeff D. Pope
                         (incorporated by reference to Exhibit 10.15 to the
                         Company's Annual Report on Form 10-K for the fiscal
                         year ended December 31, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.16**      Severance Compensation Agreement with Jeff D. Pope
                         (incorporated by reference to Exhibit 10.16 to the
                         Company's Annual Report on Form 10-K for the fiscal
                         year ended December 31, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.17**      Summary of Non-Employee Director Compensation
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Current Report on Form 8-K filed with the SEC
                         on January 25, 2006) (management contract or
                         compensatory plan, contract or arrangement)
            10.18**      Amended and Restated Declaration of Trust of Four Oaks
                         Statutory Trust I, dated as of March 30, 2006
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Current Report on Form 8-K filed with the SEC
                         on April 4, 2006)
            10.19**      Guarantee Agreement of Four Oaks Fincorp, Inc. dated as
                         of March 30, 2006 (incorporated by reference to Exhibit
                         10.2 to the Company's Current Report on Form 8-K filed
                         with the SEC on April 4, 2006)
            10.20**      Indenture, dated as of March 30, 2006 by and between
                         Four Oaks Fincorp, Inc. and Wilmington Trust Company,
                         as Trustee, relating to Junior Subordinated Debt
                         Securities due June 15, 2036 (incorporated by reference
                         to Exhibit 10.3 to the Company's Current Report on Form
                         8-K filed with the SEC on April 4, 2006)
            10.21**      Amended and Restated Severance Agreement with W. Leon
                         Hiatt, III (incorporated by reference to Exhibit 10.1
                         to the Company's Current Report on Form 8-K filed with
                         the SEC on February 26, 2008) (management contract or
                         compensatory plan, contract or arrangement)
            10.22**      Summary of the Material Terms of the 2008 Bonus Plan
                         (incorporated by reference to Exhibit 10.2 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended March 31, 2008) (management contract or
                         compensatory plan, contract or arrangement)
            10.23**      Consulting Agreement with John W. Bullard (incorporated
                         by reference to Exhibit 10.1 to the Company's Quarterly
                         Report on Form 10-Q for the period ended June 30, 2008)
            10.24**      Third Amended and Restated Dividend Reinvestment and
                         Stock Purchase Plan (incorporated by reference to
                         Exhibit 10.1 to the Company's Quarterly Report on Form
                         10-Q for the period ended September 30, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.25**      Amended and Restated Executive Employment Agreement
                         with Ayden R. Lee, Jr. (incorporated by reference to
                         Exhibit 10.1 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.26**      Amended and Restated Executive Employment Agreement
                         with Clifton L. Painter (incorporated by reference to
                         Exhibit 10.2 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.27**      Amended and Restated Executive Employment Agreement
                         with Nancy S. Wise (incorporated by reference to
                         Exhibit 10.3 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.28**      Amended and Restated Executive Employment Agreement
                         with W. Leon Hiatt, III (incorporated by reference to
                         Exhibit 10.4 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.29**      Amended and Restated Executive Employment Agreement
                         with Jeff D. Pope (incorporated by reference to Exhibit
                         10.5 to the Company's Current Report on Form 8-K filed
                         with the SEC on December 16, 2008) (management contract
                         or compensatory plan, contract or arrangement)

<PAGE>

            Exhibit No.  Description of Exhibit
            -----------  ----------------------

            10.30**      Supplemental Executive Retirement Plan (incorporated by
                         reference to Exhibit 10.6 to the Company's Current
                         Report on Form 8-K filed with the SEC on December 16,
                         2008) (management contract or compensatory plan,
                         contract or arrangement)
            10.31**      Form of Capital Purchase Program Letter Agreement with
                         Senior Executive Officers (incorporated by reference to
                         Exhibit 10.7 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            21**         Subsidiaries of Four Oaks Fincorp, Inc.
            23           Consent of Dixon Hughes PLLC
            31.1**       Certification of Chief Executive Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            31.2**       Certification of Chief Financial Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            31.3         Certification of Chief Executive Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            31.4         Certification of Chief Financial Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            32.1**       Certification of Chief Executive Officer Pursuant to 18
                         U.S.C. Section 1350, as Adopted Pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002. [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]
            32.2**       Certification of Chief Financial Officer to Pursuant to
                         18 U.S.C. Section 1350, as Adopted Pursuant to Section
                         906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]
            32.3         Certification of Chief Executive Officer Pursuant to 18
                         U.S.C. Section 1350, as Adopted Pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002. [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]
            32.4         Certification of Chief Financial Officer to Pursuant to
                         18 U.S.C. Section 1350, as Adopted Pursuant to Section
                         906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]

--------------------------------------------------------------------------------
** Previously filed with the Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities Exchange Commission on March 12,
2009.
--------------------------------------------------------------------------------

(b) See (a) (3) above.

(c) See (a) (2) above.

<PAGE>

                                   SIGNATURES

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

                                               FOUR OAKS FINCORP, INC.

     Date: March 19, 2009                      By: /s/ Ayden R. Lee, Jr.
                                                   ---------------------
                                                   Ayden R. Lee, Jr.
                                                   Chairman, President and Chief
                                                   Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

     Date: March 19, 2009                          /s/ Ayden R. Lee, Jr.
                                                   ---------------------
                                                   Ayden R. Lee, Jr.
                                                   Chairman, President and Chief
                                                   Executive Officer

     Date: March 19, 2009                          /s/ Nancy S. Wise
                                                   -----------------
                                                   Nancy S. Wise
                                                   Executive Vice President and
                                                   Chief Financial Officer

     Date: March 19, 2009                          /s/ William J. Edwards
                                                   ----------------------
                                                   William J. Edwards
                                                   Director

     Date: March 19, 2009                          /s/ Warren L. Grimes
                                                   ---------------------
                                                   Warren L. Grimes
                                                   Director

     Date: March 19, 2009                          /s/ Dr. R. Max Raynor, Jr.
                                                   --------------------------
                                                   Dr. R. Max Raynor, Jr.
                                                   Director

     Date: March 19, 2009                          /s/ Percy Y. Lee
                                                   ----------------
                                                   Percy Y. Lee
                                                   Director

     Date: March 19, 2009                          /s/ Paula C. Bowman
                                                   -------------------
                                                   Paula C. Bowman
                                                   Director

     Date: March 19, 2009                          /s/ John W. Bullard
                                                   -------------------
                                                   John W. Bullard
                                                   Director

     Date: March 19, 2009                          /s/ Michael A. Weeks
                                                   --------------------
                                                   Michael A. Weeks
                                                   Director

<PAGE>

            Exhibit No.  Description of Exhibit
            -----------  ----------------------

            2.1**        Merger Agreement, dated as of December 10, 2007, by and
                         among Four Oaks Fincorp, Inc., Four Oaks Bank & Trust
                         Company and LongLeaf Community Bank (incorporated by
                         reference to Exhibit 2.1 to the Company's Current
                         Report on Form 8-K filed on December 13, 2007)
            2.2**        List of Schedules Omitted from Merger Agreement
                         included as Exhibit 2.1 above (incorporated by
                         reference to Exhibit 2.2 to the Company's Current
                         Report on Form 8-K filed on December 13, 2007)
            3.1**        Articles of Incorporation of Four Oaks Fincorp, Inc.
                         including Articles of Amendment to Articles of
                         Incorporation.
            3.2**        Bylaws of Four Oaks Fincorp, Inc. (incorporated by
                         reference to Exhibit 3.2 to the Company's Current
                         Report on Form 8-K12G3 filed with the SEC on July 2,
                         1997)
            4**          Specimen of Certificate for Four Oaks Fincorp, Common
                         Stock (incorporated by reference to Exhibit 4 to the
                         Company's Current Report on Form 8-K12G3 filed with the
                         SEC on July 2, 1997)
            10.1**       Employment Agreement with Ayden R. Lee, Jr.
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 1997) (management contract or
                         compensatory plan, contract or arrangement)
            10.2**       Severance Compensation Agreement with Ayden R. Lee, Jr.
                         (incorporated by reference to Exhibit 10.2 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 1997) (management contract or
                         compensatory plan, contract or arrangement)
            10.3**       Amended and Restated Nonqualified Stock Option Plan
                         (incorporated by reference to Exhibit 10.2 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.4**       Amended and Restated Employee Stock Purchase and Bonus
                         Plan (incorporated by reference to Exhibit 10.1 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended June 30, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.5**       Second Amended and Restated Dividend Reinvestment and
                         Stock Purchase Plan (incorporated by reference to
                         Exhibit 10.1 to the Company's Current Report on Form
                         8-K filed with the SEC on December 21, 2006)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.6**       Four Oaks Bank & Trust Company Supplemental Executive
                         Retirement Plan (incorporated by reference to Exhibit
                         10.6 to the Company's Annual Report on Form 10-KSB for
                         the fiscal year ended December 31, 1998) (management
                         contract or compensatory plan, contract or arrangement)
            10.7**       Employment Agreement with Clifton L. Painter
                         (incorporated by reference to Exhibit 10.7 to the
                         Company's Annual Report on Form 10-KSB for the fiscal
                         year ended December 31, 2001) (management contract or
                         compensatory plan, contract or arrangement)
            10.8**       Severance Compensation Agreement with Clifton L.
                         Painter (incorporated by reference to Exhibit 10.8 to
                         the Company's Annual Report on Form 10-KSB for the
                         period ended December 31, 2002) (management contract or
                         compensatory plan, contract or arrangement)
            10.9**       Executive Employment Agreement with W. Leon Hiatt, III
                         (incorporated by reference to Exhibit 10.9 to the
                         Company's Annual Report on Form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)
            10.10**      Severance Compensation Agreement with W. Leon Hiatt,
                         III (incorporated by reference to Exhibit 10.10 to the
                         Company's Annual Report on form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)
            10.11**      Executive Employment Agreement with Nancy S. Wise
                         (incorporated by reference to Exhibit 10.11 to the
                         Company's Annual Report on Form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)

<PAGE>

            Exhibit No.  Description of Exhibit
            -----------  ----------------------

            10.12**      Severance Compensation Agreement with Nancy S. Wise
                         (incorporated by reference to Exhibit 10.12 to the
                         Company's Annual Report on Form 10-KSB for the period
                         ended December 31, 2003) (management contract or
                         compensatory plan, contract or arrangement)
            10.13**      Form of Stock Option Agreement (Non-Employee Director)
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Current Report on Form 8-K filed with the SEC
                         on March 1, 2005) (management contract or compensatory
                         plan, contract or arrangement)
            10.14**      Form of Stock Option Agreement (Employee) (incorporated
                         by reference to Exhibit 10.2 to the Company's Current
                         Report on Form 8-K filed with the SEC on March 1, 2005)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.15**      Executive Employment Agreement with Jeff D. Pope
                         (incorporated by reference to Exhibit 10.15 to the
                         Company's Annual Report on Form 10-K for the fiscal
                         year ended December 31, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.16**      Severance Compensation Agreement with Jeff D. Pope
                         (incorporated by reference to Exhibit 10.16 to the
                         Company's Annual Report on Form 10-K for the fiscal
                         year ended December 31, 2004) (management contract or
                         compensatory plan, contract or arrangement)
            10.17**      Summary of Non-Employee Director Compensation
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Current Report on Form 8-K filed with the SEC
                         on January 25, 2006) (management contract or
                         compensatory plan, contract or arrangement)
            10.18**      Amended and Restated Declaration of Trust of Four Oaks
                         Statutory Trust I, dated as of March 30, 2006
                         (incorporated by reference to Exhibit 10.1 to the
                         Company's Current Report on Form 8-K filed with the SEC
                         on April 4, 2006)
            10.19**      Guarantee Agreement of Four Oaks Fincorp, Inc. dated as
                         of March 30, 2006 (incorporated by reference to Exhibit
                         10.2 to the Company's Current Report on Form 8-K filed
                         with the SEC on April 4, 2006)
            10.20**      Indenture, dated as of March 30, 2006 by and between
                         Four Oaks Fincorp, Inc. and Wilmington Trust Company,
                         as Trustee, relating to Junior Subordinated Debt
                         Securities due June 15, 2036 (incorporated by reference
                         to Exhibit 10.3 to the Company's Current Report on Form
                         8-K filed with the SEC on April 4, 2006)
            10.21**      Amended and Restated Severance Agreement with W. Leon
                         Hiatt, III (incorporated by reference to Exhibit 10.1
                         to the Company's Current Report on Form 8-K filed with
                         the SEC on February 26, 2008) (management contract or
                         compensatory plan, contract or arrangement)
            10.22**      Summary of the Material Terms of the 2008 Bonus Plan
                         (incorporated by reference to Exhibit 10.2 to the
                         Company's Quarterly Report on Form 10-Q for the period
                         ended March 31, 2008) (management contract or
                         compensatory plan, contract or arrangement)
            10.23**      Consulting Agreement with John W. Bullard (incorporated
                         by reference to Exhibit 10.1 to the Company's Quarterly
                         Report on Form 10-Q for the period ended June 30, 2008)
            10.24**      Third Amended and Restated Dividend Reinvestment and
                         Stock Purchase Plan (incorporated by reference to
                         Exhibit 10.1 to the Company's Quarterly Report on Form
                         10-Q for the period ended September 30, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.25**      Amended and Restated Executive Employment Agreement
                         with Ayden R. Lee, Jr. (incorporated by reference to
                         Exhibit 10.1 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.26**      Amended and Restated Executive Employment Agreement
                         with Clifton L. Painter (incorporated by reference to
                         Exhibit 10.2 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)

<PAGE>

            Exhibit No.  Description of Exhibit
            -----------  ----------------------

            10.27**      Amended and Restated Executive Employment Agreement
                         with Nancy S. Wise (incorporated by reference to
                         Exhibit 10.3 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.28**      Amended and Restated Executive Employment Agreement
                         with W. Leon Hiatt, III (incorporated by reference to
                         Exhibit 10.4 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            10.29**      Amended and Restated Executive Employment Agreement
                         with Jeff D. Pope (incorporated by reference to Exhibit
                         10.5 to the Company's Current Report on Form 8-K filed
                         with the SEC on December 16, 2008) (management contract
                         or compensatory plan, contract or arrangement)
            10.30**      Supplemental Executive Retirement Plan (incorporated by
                         reference to Exhibit 10.6 to the Company's Current
                         Report on Form 8-K filed with the SEC on December 16,
                         2008) (management contract or compensatory plan,
                         contract or arrangement)
            10.31**      Form of Capital Purchase Program Letter Agreement with
                         Senior Executive Officers (incorporated by reference to
                         Exhibit 10.7 to the Company's Current Report on Form
                         8-K filed with the SEC on December 16, 2008)
                         (management contract or compensatory plan, contract or
                         arrangement)
            21**         Subsidiaries of Four Oaks Fincorp, Inc.
            23           Consent of Dixon Hughes PLLC
            31.1**       Certification of Chief Executive Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            31.2**       Certification of Chief Financial Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            31.3         Certification of Chief Executive Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            31.4         Certification of Chief Financial Officer Pursuant to
                         Rule 13a-14/15d-14 as Adopted Pursuant to Section 302
                         of the Sarbanes-Oxley Act of 2002
            32.1**       Certification of Chief Executive Officer Pursuant to 18
                         U.S.C. Section 1350, as Adopted Pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002. [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]
            32.2**       Certification of Chief Financial Officer to Pursuant to
                         18 U.S.C. Section 1350, as Adopted Pursuant to Section
                         906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]
            32.3         Certification of Chief Executive Officer Pursuant to 18
                         U.S.C. Section 1350, as Adopted Pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002. [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]
            32.4         Certification of Chief Financial Officer to Pursuant to
                         18 U.S.C. Section 1350, as Adopted Pursuant to Section
                         906 of the Sarbanes-Oxley Act of 2002 [This exhibit is
                         being furnished pursuant to Section 905 of the
                         Sarbanes-Oxley Act of 2002 and shall not, except to the
                         extent required by that Act, be deemed to be
                         incorporated by reference into any document or filed
                         herewith for the purposes of liability under the
                         Securities Exchange Act of 1934, as amended, or the
                         Securities Act of 1933, as amended, as the case may
                         be.]

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** Previously filed with the Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities Exchange Commission on March 12,
2009.
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