SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NO. 0-24753

                                ECB BANCORP, INC.
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               (Name of small business issuer in its charter)

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                NORTH CAROLINA                            56-2090738
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        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                Identification No.)

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              POST OFFICE BOX 337
           ENGELHARD, NORTH CAROLINA                      27824
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   (Address of principal executive offices)            (Zip Code)
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                                 (252) 925-9411
         --------------------------------------------------------------
               Registrant's telephone number, including area code

Securities registered under Section 12(b) of the Act:   NONE
                                                      -----------------
<TABLE>
<CAPTION>
<S>                                                                 <C>
Securities registered under Section 12(g) of the Act: COMMON STOCK, $3.50 PAR VALUE PER SHARE
                                                      -----------------------------------------
                                                                (Title of class)

         Check whether the issuer (1) filed all reports required 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 Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
                           YES     X            NO
                                ------             ------

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         Registrant's revenues for its most recent fiscal year were:.  $ 17,957,609
                                                                       --------------
</TABLE>
         On March 23, 2000, the aggregate market value of the voting and
non-voting common equity held by nonaffiliates (computed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such common equity) was $14,866,560 .
                        -----------
         On March 23, 2000, the number of outstanding shares of Registrant's
common stock was 2,120,854.
                 ---------
                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of Registrant's Annual Report to Shareholders for the year
ended December 31, 1999, are incorporated herein in Part II.
         Portions of Registrant's definitive Proxy Statement dated March 20,
2000, are incorporated herein in Part III.

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<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         GENERAL. Registrant is a bank holding company headquartered in
Engelhard, North Carolina. Registrant operates through, and its principal asset
is its investment in, The East Carolina Bank (the "Bank") which operates as
Registrant's wholly-owned subsidiary.

         Registrant was organized on March 4, 1998, by the Bank and at the
direction of the Bank's Board of Directors, to serve as the Bank's parent
holding company. Effective July 22, 1998, and to effect the reorganization, (i)
an "interim bank" subsidiary of Registrant (newly formed for the purpose of such
transaction) was merged into the Bank (with the Bank as the surviving
corporation), (ii) the outstanding shares of the Bank's common stock were
converted into an identical number of shares of Registrant's Common Stock with
the result that the then current shareholders of the Bank became shareholders of
Registrant (with the same relative ownership interests that they had in the
Bank) and (iii) Registrant became the Bank's sole shareholder. The Bank
continues to exist under its separate charter and bylaws but as the wholly-owned
subsidiary of Registrant, and continues to conduct its banking business at all
its previous banking offices.

         THE BANK. The Bank is an FDIC-insured, North Carolina-chartered bank
which was organized in 1919 and is engaged in a general, community-oriented
commercial and consumer banking business. The Bank currently maintains 15
full-service banking offices in six counties in North Carolina, together with
one mortgage loan production office, and its deposits are insured under the
FDIC's Bank Insurance Fund ("BIF") to the maximum amount permitted by law. The
Bank has two wholly-owned subsidiaries. Carolina Financial Realty, Inc. ("CFR")
holds title to five of the Bank's branch offices which it leases to the Bank.
The second subsidiary, Carolina Financial Courier, Inc., formerly provided
courier services to the Bank but currently contracts with a third-party for such
services.

         The Bank's operations are primarily retail oriented and directed toward
individuals, small- and medium-sized businesses and local governmental units
located in its banking markets, and its deposits and loans are derived primarily
from customers in its banking markets. While the Bank provides most traditional
commercial and consumer banking services, its principal activities are the
taking of demand and time deposits and the making of secured and unsecured
loans. The Bank's primary source of revenue is interest income from its lending
activities, and it has pursued a strategy of growth through internal expansion
by establishing branch offices in communities within its banking markets.

         The Bank's banking markets are located in the east central and
northeastern portions of North Carolina and along North Carolina's Outer Banks.

         The Bank makes a variety of types of consumer and commercial loans to
individuals and small- and medium-sized businesses located primarily in its
banking markets for various personal, business and agricultural purposes,
including term and installment loans, equity lines of credit and overdraft
checking credit.

         The Bank's deposit services include business and individual checking
accounts, savings accounts, NOW accounts, certificates of deposit and money
market checking accounts. It is the Bank's policy to monitor its competition in
order to keep the rates paid on its deposits at a competitive level. The Bank's

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banking markets include primarily smaller communities where its emphasis on
customer service provides it with a stable source of core funding. The vast
majority of the Bank's deposits are generated from within its banking markets,
and the Bank does not accept brokered deposits but does actively solicit public
funds deposits in its markets.

         COMPETITION. The Bank competes for deposits in its banking markets with
other commercial banks, savings banks and other thrift institutions, credit
unions, agencies issuing United States government securities and all other
organizations and institutions engaged in money market transactions. In its
lending activities, the Bank competes with all other financial institutions as
well as consumer finance companies, mortgage companies and other lenders.
Commercial banking in the Bank's banking markets and in North Carolina as a
whole is extremely competitive. North Carolina is the home of three of the
largest commercial banks in the Southeast, each of which has branches located in
certain of the Bank's markets, and 14 other commercial banks, thrift
institutions and credit unions also are represented in its banking markets.

         Interest rates, both on loans and deposits, and prices of fee-based
services, are significant competitive factors among financial institutions
generally. Other important competitive factors include office location, office
hours, the quality of customer service, community reputation, continuity of
personnel and services, and, in the case of larger commercial customers,
relative lending limits and the ability to offer more sophisticated cash
management and other commercial banking services. Many of the Bank's competitors
have greater resources, broader geographic markets and higher lending limits
than the Bank, and they can offer more products and services and can better
afford and make more effective use of media advertising, support services and
electronic technology than can the Bank. The Bank depends on its reputation as a
community bank in its local markets, its direct customer contact, its ability to
make credit and other business decisions locally, and its personalized service,
to counter these competitive disadvantages.

         In recent years, federal and state legislation has heightened the
competitive environment in which all financial institutions must conduct their
business, and the potential for competition among financial institutions of all
types has increased significantly. Additionally, with the elimination of
restrictions on interstate banking, a North Carolina commercial bank may be
required to compete not only with other North Carolina-based financial
institutions, but also with out-of-state financial institutions which may
acquire North Carolina institutions, establish or acquire branch offices in
North Carolina, or otherwise offer financial services across state lines,
thereby adding to the competitive atmosphere of the industry in general. In
terms of assets, the Bank is one of the smaller commercial banks in North
Carolina, and there is no assurance that the Bank will be or continue to be an
effective competitor in the current financial services environment.

         SUPERVISION AND REGULATION. Registrant is a bank holding company
registered with the Federal Reserve Board (the "FRB") under the Bank Holding
Company Act of 1956, as amended (the "BHCA") and, as such, is subject to
supervision and examination by, and the regulations and reporting requirements
of, the FRB under the BHCA. Registrant's activities are limited to those
permitted for bank holding companies under the BHCA, and it is required to
obtain the prior approval of the FRB before it may acquire direct or indirect
control of more than 5% of the outstanding voting stock, or substantially all of
the assets of, any other financial institution or bank holding company.
Additionally, the BHCA prohibits Registrant from acquiring ownership or control
of more than 5% of the outstanding voting stock of any company engaged in an
activity that is not permitted for bank holding companies.

         Bank holding companies are required to serve as a source of financial
strength for its depository institution subsidiaries, and, if their depository
institution subsidiaries become undercapitalized, bank holding companies may be
required to guarantee the subsidiaries' compliance with capital restoration
plans filed with their regulators, subject to certain limits.

         As an insured, state-chartered bank that is not a member of the Federal
Reserve System, the Bank is subject to supervision and examination by, and the
regulations and reporting requirements of, the Federal Deposit Insurance
Corporation ("FDIC") and the North Carolina Commissioner of Banks (the

                                       3
<PAGE>
"Commissioner"). Absent approval of the FDIC, it is prohibited from engaging as
principal in activities that are not permitted for national banks, and it is
prohibited from acquiring or retaining any equity investment of a type not
permitted for national banks.

         As a subsidiary of Registrant, the Bank subject to restrictions under
Federal law on the amount of, and its ability to enter into, transactions with,
or investments in the securities of, Registrant and other entities considered to
be "affiliates" of the Bank.

         Though it is not a member of the Federal Reserve System, the Bank is
subject to the FRB's reserve requirements applicable to all banks, and its
business is significantly influenced by the fiscal policies of the FRB. The
actions and policy directives of the FRB determine to a significant degree the
Bank's cost and the availability of funds and the rates of interest charged on
its loans and paid on its deposits.

The FRB, the FDIC and the Commissioner have broad powers to enforce laws and
regulations applicable to Registrant and the Bank and to require corrective
action of conditions affecting the Bank's safety and soundness. Among others,
these powers include cease and desist orders, the imposition of civil penalties
and the removal of officers and directors.

         EMPLOYEES. Registrant does not have any separate employees. As of
December 31, 1999, the Bank employed 143 full-time employees (including its and
Registrant's executive officers) and 16 part-time employees. The Bank and its
employees are not parties to any collective bargaining agreement, and the Bank
considers its relations with its employees to be good.

ITEM 2.  DESCRIPTION OF PROPERTY.

         Registrant's offices are located in the Bank's corporate offices in
Engelhard, North Carolina, and Registrant does not own or lease any separate
properties. The Bank maintains the following 15 offices, seven of which it owns,
five of which are owned by CFR and leased to the Bank, two of which are held
under leases with unaffiliated third parties, and one of which was constructed
by the Bank on property held under a ground lease with an unaffiliated third
party. All of the Bank's existing banking offices are in good condition and
fully equipped for the Bank's purposes.
<TABLE>
<CAPTION>
<S>                             <C>
  CENTRAL REGION:       Engelhard main banking and corporate office (owned)
                        Swan Quarter branch office (owned)
                        Fairfield branch office (leased from CFR)
                        Columbia branch office (leased from CFR)
                        Creswell branch office (owned)
                        Washington branch office (leased)

  WESTERN REGION:       Greenville Arlington branch office (owned)
                        Greenville University Medical Center branch office (owned)


  OUTER BANKS REGION:   Barco branch office (ground lease)
                        Southern Shores/Kitty Hawk branch office (leased from CFR)
                        Nags Head branch office (leased from CFR)
                        Manteo branch office (owned)
                        Avon branch office (leased)
                        Hatteras branch office (leased from CFR)
                        Ocracoke branch office (owned)
</TABLE>
ITEM 3.  LEGAL PROCEEDINGS.

                                       4
<PAGE>
         At December 31, 1999, Registrant was not a party to any legal
proceeding that is expected to have a material effect on its financial condition
or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Not applicable.



                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Incorporated herein by reference to page 8 of Registrant's 1999 Annual
Report to Shareholders.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         Incorporated herein by reference to pages 29 through 43 of Registrant's
1999 Annual Report to Shareholders.

ITEM 7.  FINANCIAL STATEMENTS.

         Incorporated herein by reference to pages 11 through 28 of Registrant's
1999 Annual Report to Shareholders.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Not applicable.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         Incorporated herein by reference from pages 3 through 5 (under the
captions "Section 16(a) Beneficial Ownership Reporting Compliance," "Proposal 1:
Election of Directors" and "Executive Officers") of Registrant's definitive
Proxy Statement dated March 20, 2000.

ITEM 10. EXECUTIVE COMPENSATION.

         Incorporated herein by reference from pages 5 through 7 (under the
caption "Director Compensation," "Executive Compensation" and "Stock Options")
of Registrant's definitive Proxy Statement dated March 20, 2000.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         Incorporated herein by reference to page 2 (under the caption
"Beneficial Ownership of Securities") of Registrant's definitive Proxy Statement
dated March 20, 2000.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Incorporated herein by reference to page 7 (under the caption
"Transactions with Management") of Registrant's definitive Proxy Statement dated
March 20, 2000.

                                       5
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

         (A) EXHIBITS.     The following exhibits are filed herewith or
incorporated  herein by reference as part of this Report.

         EXHIBIT
         NUMBER                         DESCRIPTION
         ------                         -----------

          3.1           Registrant's Articles of Incorporation  (incorporated
                        by reference from Exhibit 3.1 Registrant's Registration
                        Statement on Form SB-2, Reg. No. 333-61839)

          3.2           Registrant's Bylaws (incorporated by reference from
                        Exhibit 3.2 to Registrant's Registration Statement on
                        Form SB-2, Reg. No. 333-61839)

          10.1          Employment Agreement between Arthur H. Keeney, III and
                        the Bank (incorporated by reference from Exhibit 10.1
                        to Registrant's  Registration  Statement on Form  SB-2,
                        Reg. No. 333-61839)

          10.2          Omnibus Stock Ownership and Long Term Incentive Plan
                        (incorporated by  reference from Exhibit 10.2 to
                        Registrant's Registration Statement on Form SB-2, Reg.
                        No. 333-61839)

          10.3          Form of Employee Stock Option Agreement (incorporated
                        by reference from Exhibit 10.3 to Registrant's
                        Registration Statement on Form SB-2, Reg. No. 333-61839)

          10.4          Form of Restricted Stock Agreement (incorporated by
                        reference from Exhibit 99.4 to Registrant's Registration
                        Statement Form S-8, Reg. No. 333-77689)

          13.1          Registrant's 1999 Annual Report to Shareholders (filed
                        herewith)

          21            List of subsidiaries of Registrant (incorporated by
                        reference from Exhibit 21.1 to Registrant's Registration
                        Statement on Form SB-2, Reg. No. 333-61839)

          23            Consent of KPMG LLP  (filed herewith)

          27            Financial data schedule (filed herewith)

          99            Registrant's definitive Proxy Statement dated March 20,
                        2000, as filed with the Securities and Exchange
                        Commission (not being refiled)

         (B) REPORTS ON FORM 8-K.

                  None.

                                       6
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                     ECB BANCORP, INC.



DATE: MARCH 23, 2000                 BY:  /s/ Arthur H. Keeney, III
                                        --------------------------------------
                                           Arthur H. Keeney, III
                                           President and Chief Executive Officer




         In accordance with Section 13 or 15(d) 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.
<TABLE>
<CAPTION>
<S>                                          <C>                                   <C>
        SIGNATURE                           TITLE                                  DATE
        ---------                           -----                                  ----



 /s/ Arthur H. Keeney, III                  President, Chief Executive          March 23, 2000
---------------------------------
     Arthur H. Keeney, III                  Officer and Director
                                            (principal executive officer)


 /s/ Gary M. Adams                          Senior Vice President and           March 23, 2000
---------------------------------           Chief Financial Officer
     Gary M. Adams                          (principal financial and
                                            accounting officer)


 /s/ R. S. Spencer, Jr.                     Chairman                            March 23, 2000
---------------------------------
     R. S. Spencer, Jr.



 /s/ George T. Davis, Jr.                   Director                            March 23, 2000
---------------------------------
     George T. Davis, Jr.



 /s/ C. Gilbert Gibbs                       Director                            March 23, 2000
---------------------------------
     C. Gilbert Gibbs



 /s/ Gregory C. Gibbs                       Director                            March 23, 2000
---------------------------------
     Gregory C. Gibbs
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S>                                          <C>                                   <C>
 /s/ John F. Hughes, Jr.                    Director                            March 23, 2000
---------------------------------
     John F. Hughes, Jr.



 /s/ J. Bryant Kittrell, III                Director                            March 23, 2000
---------------------------------
     J. Bryant Kittrell, III



                                            Director                            March 23, 2000
---------------------------------
     Joseph T. Lamb, Jr.



 /s/ B. Martelle Marshall                   Director                            March 23, 2000
---------------------------------
     B. Martelle Marshall



 /s/ Robert L. Mitchell                     Director                            March 23, 2000
---------------------------------
     Robert L. Mitchell



 /s/ Ray M. Spencer                         Director                            March 23, 2000
---------------------------------
     Ray M. Spencer
</TABLE>
                                       8
<PAGE>
                                  EXHIBIT INDEX


  EXHIBIT
  NUMBER                           DESCRIPTION
  ------                           -----------

   3.1            Registrant's Articles of Incorporation (incorporated by
                  reference from Exhibit 3.1 to Registrant's Registration
                  Statement on Form SB-2, Reg. No. 333-61839)

   3.2            Registrant's Bylaws (incorporated by reference from Exhibit
                  3.2 to Registrant's Registration Statement on Form SB-2, Reg.
                  No. 333-61839)

   10.1           Employment Agreement between Arthur H. Keeney, III and the
                  Bank (incorporated by reference from Exhibit 10.1 to
                  Registrant's Registration Statement on Form SB-2, Reg. No.
                  333-61839)

   10.2           Omnibus Stock Ownership and Long Term Incentive Plan
                  (incorporated by reference from Exhibit 10.2 to Registrant's
                  Registration Statement on Form SB-2, Reg. No. 333-61839)

   10.3           Form of Employee Stock Option Agreement (incorporated by
                  reference from Exhibit 10.3 to Registrant's Registration
                  Statement on Form SB-2, Reg. No. 333-61839)

   10.4           Form of Restricted  Stock Agreement  (incorporated by
                  reference from Exhibit 99.4 to Registrant's Registration
                  Statement Form S-8, Reg. No. 333-77689)

   13.1           Registrant's 1999 Annual Report to Shareholders (filed
                  herewith)

   21             List of subsidiaries of Registrant (incorporated by reference
                  from Exhibit 21.1 Registrant's Registration Statement on
                  Form SB-2, Reg. No. 333-61839)

   23             Consent of KPMG LLP (filed herewith)

   27             Financial data schedule (filed herewith)

   99             Registrant's definitive Proxy Statement dated March 20, 2000,
                  as filed with the Securities and Exchange Commission (not
                  being refiled)

                                       9