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, 1998   COMMISSION FILE NO. 0-24753

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

----------------------------------------- ---- -------------------------------
              NORTH CAROLINA                              56-2090738
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)
----------------------------------------- ---- -------------------------------
            POST OFFICE BOX 337
         ENGELHARD, NORTH CAROLINA                           27824
 (Address of principal executive offices)                  (Zip Code)
----------------------------------------- ---- -------------------------------

                                 (252) 925-9411
               Registrant's telephone number, including area code

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

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.

                      YES      X              NO
                          -----------            ---------

        Registrant's revenues for its most recent fiscal year were: $ 16,909,358
                                                                    ------------

        On March 24, 1999, 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 $19,541,691.

        On March 24, 1999, the number of outstanding shares of Registrant's
common stock was 2,125,254.

                       DOCUMENTS INCORPORATED BY REFERENCE

        Portions of Registrant's Annual Report to Shareholders for the year
ended December 31, 1998, are incorporated herein in Part II.
        Portions of Registrant's definitive Proxy Statement dated March 29,
1999, are incorporated herein in Part III.

<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.

        As part of the Bank's growth strategy, management of the Bank perceived
that the reorganization of the Bank into a holding company form of organization
likely would result in certain advantages, including, without limitation,
additional flexibility in expansion of the Bank's business through the
acquisition of other financial institutions, in the raising of additional
capital through borrowing (if needed) and with respect to other activities and
corporate matters. Additionally, such a reorganization could benefit the Bank's
shareholders through increased public awareness and additional liquidity in the
trading market for the holding company's outstanding equity securities. As a
result, 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 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.

<PAGE>

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

<PAGE>

        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 loans are concentrated in four major areas: (i) real
estate loans, (ii) commercial and agricultural loans, (iii) installment loans
and (iv) credit card loans.

        At December 31, 1998, approximately 48.5% of the Bank's loan portfolio
consisted of real estate loans. All real estate loans are secured by first or
junior liens on real property located almost exclusively in the Bank's
geographic markets (and substantially all of which, both commercial and
residential, is owner occupied or operated), and management estimates that more
than approximately 75% of those loans actually were made for purposes related to
the real estate collateral (generally, loans made to individuals and businesses
for the purchase and improvement of or investment in real estate, including
construction loans to individuals and builders). However, in addition to such
real estate purpose loans, the Bank also makes loans secured by first or junior
liens on real estate for various other commercial, agricultural and consumer
purposes. Such loans generally are reflective of efforts by management to
minimize credit risk by taking real estate as primary or additional collateral
on loans made for purposes not directly related to the real estate itself. The
Bank does not make conventional, long-term residential mortgage loans in its own
name, and none of its other real estate loans are made with the intent to sell
them in the secondary market. Therefore, none of such loans are underwritten to
conform to FNMA or FHLMC guidelines.

        Loans secured by real estate may be made at fixed or variable interest
rates and for terms of up to 15 years, or which provide for payments based on an
amortization schedule of up to 15 years. However, loans having terms of more
than five years, or which are based on an amortization schedule of more than
five years, generally will contain contractual provisions which allow the Bank
to call the loan in full, or provide for a "balloon" payment in full, at the end
of each five-year period.

        The Bank's commercial and agricultural loans include loans to
individuals and small- and medium-sized businesses located in its banking
markets for working capital, equipment purchases and various other business and
agricultural purposes (other than any such loan secured by real estate) and
loans made to finance the production of crops. A majority of the Bank's
commercial and agricultural loans are secured by inventory, equipment, crops or
similar assets, but these loans also may be made on an unsecured basis.
Commercial and agricultural loans may be made at variable or fixed rates of
interest; however, it currently is the Bank's policy that those loans which have
terms or amortization schedules of longer than five years normally will carry
interest rates which vary with the prime lending rate and may be called in full
at any time after the first five years.

        The Bank's installment loan portfolio consists primarily of loans to
individuals for various consumer purposes (other than any such loan secured by
real estate), but also includes the outstanding balances on consumer revolving
credit accounts. The majority of the Bank's installment loans are secured by
liens on various personal assets of the borrowers, but these loans may also be
made on an unsecured basis. Consumer loans generally are made at fixed interest
rates (with the exception of revolving credit accounts which may provide for
variable rates) and for terms which generally do not exceed three years.
However, the Bank will make consumer loans for terms of up to five years. The
Bank is an issuer of MasterCard and Visa credit cards (primarily to customers
within its banking markets). During 1998, the Bank began offering long-term,
residential mortgage

<PAGE>

loans that are originated by the Bank but are underwritten and funded by, and
closed in the name of, third-party lenders. The Bank retains a portion of the
origination fees collected with respect to these loans. This arrangement permits
the Bank to offer this product in its markets and enhance its fee-based income,
but it avoids the credit and interest rate risk associated with long-term loans
since these loans are not in the Bank's loan portfolio.

        As described above, the Bank's loan portfolio consists primarily of
loans made for a variety of commercial, agricultural and consumer purposes and
the Bank does not make long-term residential mortgage loans for its own account.
Because these types of loans are made based, to a great extent, on the Bank's
assessment of borrowers' income, cash flow, character and ability to repay (as
compared to long-term residential mortgage loans in which greater emphasis is
placed on collateral), such loans are viewed as involving a higher degree of
credit risk than is the case with long-term residential mortgage loans. To
manage this risk, the Bank's loan portfolio is managed under a defined process,
which includes guidelines for loan underwriting standards and risk assessment,
procedures for loan approvals, loan grading, ongoing identification and
management of credit deterioration and portfolio reviews to assess loss exposure
and to ascertain compliance with the Bank's credit policies and procedures. The
Bank has retained an outside credit risk management consultant to advise the
Bank with respect to its credit policies and procedures and to provide on-line
credit manuals that can be modified quickly and efficiently to reflect periodic
changes. The lending and loan administration process includes a centralized
credit review and analysis prior to funding of all credit decisions involving an
aggregate credit relationship in excess of $200,000, a review of all loans after
funding for adequacy of documentation and compliance with regulatory
requirements and a review by credit administration personnel at least annually
of any credit relationship exceeding $100,000. Additionally, the Bank's credit
risk management consultant currently reviews the Bank's 15 largest lending
relationships and other selected loans three times a year. Reports of the
results of these outside reviews are made to the Board of Directors.

        At the time loans are made, and during periodic reviews, loans are
assigned a grade which indicates the level of management attention to be given
to that loan to protect the Bank's position and to reduce loss exposure. During
the life of each loan, its grade is reviewed and validated or modified to
reflect changes in circumstances and risk. Loans are placed in a non-accrual
status if they become 90 days past due or otherwise whenever, in the opinion of
management, collection becomes doubtful, and they are charged off when the
collection of principal and interest is doubtful and the loans can no longer be
considered sound collectible assets (or, in the case of unsecured loans, when
they become 90 days past due).

        The General Credit Committee reviews all substandard loans over $10,000
on a quarterly basis, and management of the Bank meets regularly to review asset
quality trends and to discuss loan policy issues. Based on these reviews and
other factors (including a defined formula that takes into consideration general
and specific credit risks in the Bank's loan portfolio), the Bank has
established a reserve for loan losses. The adequacy of the reserve is assessed
by management of the Bank and reviewed by the Bank's Board of Directors each
month.

        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
banking markets include primarily smaller communities where its emphasis on
customer service provides it with a stable

<PAGE>

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.

        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.

        Registrant does not have any separate employees. As of December 31,
1998, the Bank employed 131 full-time employees (including its and Registrant's
executive officers) and 14 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.  PROPERTIES.

        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 16 offices, seven of which it owns,
five of which are owned by CFR and leased to the Bank, three 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

<PAGE>

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.

 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 loan production office (leased)

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


 OUTER BANKS REGION: Barco branch office (ground lease)
                     Southern Shores/Kitty Hawk branch office (leasedfrom 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)

(B)  OTHER PROPERTIES OWNED BY THE BANK

     None

ITEM 3. LEGAL PROCEEDINGS.

        At December 31, 1998, 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

        MARKET INFORMATION. Registrant's Common Stock was first issued on July
22, 1998, which is the date upon which Registrant became [THE BANK'S] parent
holding company and its shares were issued in exchange for [THE BANK'S]
outstanding shares. The Common Stock was listed for trading on the Nasdaq Small
Cap Market (under the symbol "ECBE") on November 23, 1998. Previously, it had
been listed on the Nasdaq Bulletin Board. However, there is not an active
trading market for shares of the Common Stock.

        Registrant has been informed that, between July 22, 1998, and December
31, 1998, its Common Stock has traded in isolated transactions on the Nasdaq
Bulletin Board and the Nasdaq Small Cap Market at prices ranging from $13.50 to
$20.00 per share.

        On March 12, 1999, there were approximately 721 holders of record of
Registrant's Common Stock.

<PAGE>

        Between July 22, 1998, and December 31, 1998, Registrant declared one
cash dividend on its Common Stock in the amount of $.255 per share which was
payable on December 7, 1998. Registrant's sole source of funds for the payment
of dividends on the Common Stock is dividends paid to it by [THE BANK] on the
shares of [THE BANK'S] common stock held by Registrant, and the declaration and
payment of future dividends by [THE BANK] will continue to depend on [THE
BANK'S] earnings and financial condition, capital requirements, general economic
conditions, compliance with regulatory requirements generally applicable to
North Carolina banks, and other factors. Registrant's ability to pay dividends
also is subject to its own separate factors, including its earnings and
financial condition, capital requirements and regulatory restrictions applicable
to bank holding companies.


        SALES OF COMMON STOCK. During 1998, Registrant issued shares of its
Common Stock as described below.

        (A) BANK HOLDING COMPANY REORGANIZATION. Registrant was organized 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], (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 BANK'S]
the then current shareholders became shareholders of Registrant (with the same
relative ownership interests that they had in [THE BANK]) and (iii) Registrant
became the sole shareholder of [THE BANK]. An aggregate of 1,780,254 shares of
Registrant's Common Stock were issued to effect the bank holding company
reorganization. In issuing its shares to [THE BANK'S] shareholders, Registrant
relied upon Section 3(a)(12) of the Securities Act of 1933.

        (B) PUBLIC OFFERING. On November 23, 1998, Registrant completed a public
offering in which it sold, through Interstate/Johnson Lane Corporation (which
acted as underwriter for the offering), an aggregate of 345,000 shares of its
Common Stock at a price to the public of $14.25 per share. Aggregate
underwriting discounts in the offering were [$368,719]. In connection with the
public offering, the following information is provided:

        (1)    Effective date of Registration Statement on Form SB-1: November
               12, 1998 Commission file number: 333-61839

        (2)    Date offering commenced: November 12, 1998

        (3)    (I)    The offering terminated after the sale of all shares
                      registered.

               (II)   Underwriters: Interstate/Johnson Lane Corporation

               (III)  Title of class of securities registered: Common Stock,
                      $3.50 par value

               (IV)   Amount registered: 345,000 shares
                      Aggregate offering price of amount registered: $4,916,250
                      Amount sold: 345,000 shares
                      Aggregate offering price of amount sold: $4,916,250

               (V)    Expenses:

                      Underwriting discounts and commissions:    $368,719
                      Finders' fees:                                    0
                      Expenses paid to or for underwriters:        19,635
                      Other expenses:                             259,629

<PAGE>

                             Total expenses:                     $647,983

                      None of such expenses were paid to or
                      for any of Registrant's directors,
                      officers, or principal shareholders.

               (VI)   Net offering proceeds to Registrant
                      after deduction of total expenses:       $4,268,267

               (VII) Application of net proceeds:

                      Construction of plant, building and
                      facilities:                                    $-0-

                      Purchase and installation of
                         machinery and equipment:                     -0-
                      Purchase of real estate:                        -0-
                      Acquisition of other businesses:                -0-
                      Working capital:                         $4,268,267
                      Temporary investments:                          -0-

                      None of such proceeds were paid to any
                      of Registrant's directors, officers or
                      principal shareholders.


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

        Incorporated herein by reference to pages 31 through 47 of Registrant's
1998 Annual Report to Shareholders.

ITEM 7. FINANCIAL STATEMENTS.

        Incorporated herein by reference to pages 11 through 29 of Registrant's
1998 Annual Report to Shareholders.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

        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 4, and page 6
(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 29, 1999.

<PAGE>

ITEM 10.       EXECUTIVE COMPENSATION.

        Incorporated herein by reference from pages 5 through 8 (under the
caption "Director Compensation," "Executive Compensation" and "Stock Options")
of Registrant's definitive Proxy Statement dated March 29, 1999.

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

        Incorporated herein by reference to pages 2 through 3 (under the caption
"Beneficial Ownership of Securities") of Registrant's definitive Proxy Statement
dated March 29, 1999.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        Incorporated herein by reference to page 8 (under the caption
"Transactions with Management") of Registrant's definitive Proxy Statement dated
March 29, 1999.

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 Restated 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)
<PAGE>

        13.1      Registrant's 1998 Annual Report to Shareholders (filed
                  herewith)

        22        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)

        27        Financial data schedule (filed herewith)

        99        Registrant's definitive Proxy Statement dated March 29, 1999,
                  as filed with the Securities and Exchange Commission (not
                  being refiled)

        (B) REPORTS ON FORM 8-K. During the last quarter of the period covered
by this Report on Form 10-KSB, Registrant filed one (1) Current Report on Form
8-KSB as follows: On October 27, 1998 reporting its financial results for the
nine months ended September 30, 1998, and that its Board of Directors had
declared a cash dividend on its outstanding common stock.

<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 24, 1999                BY:  /s/
                                         ---------------------------------------
                                          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>
           SIGNATURE                            TITLE                    DATE
           ---------                            -----                    ----
<S>                                  <C>                             <C>
_/s/____________________________     President, Chief Executive       March 24, 1999
        Arthur H. Keeney, III        Officer and Director
                                     (principal executive officer)


_/s/____________________________     Senior Vice President and        March 24, 1999
        Gary M. Adams                Chief Financial Officer
                                     (principal financial and
                                     accounting officer)

_/s/____________________________     Chairman                         March 24, 1999
        R. S. Spencer, Jr.



_/s/____________________________     Director                         March 24, 1999
        George T. Davis, Jr.



_/s/____________________________     Director                         March 24, 1999
         C. Gilbert Gibbs



_/s/_____________________________    Director                         March 24, 1999
        Gregory C. Gibbs
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                  <C>                             <C>
_/s/____________________________     Director                         March 24, 1999
        John F. Hughes, Jr.



_/s/____________________________     Director                         March 24, 1999
        J. Bryant Kittrell, III



_/s/____________________________     Director                         March 24, 1999
        Joseph T. Lamb, Jr.



_/s/____________________________     Director                         March 24, 1999
        B. Martelle Marshall



_/s/____________________________     Director                         March 24, 1999
        Robert L. Mitchell



_/s/____________________________     Director                         March 24, 1999
        Ray M. Spencer
</TABLE>

<PAGE>

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

        3.1       Registrant's Restated 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)

        13.1      Registrant's 1998 Annual Report to Shareholders (filed
                  herewith)

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

        27        Financial data schedule (filed herewith)

        99        Registrant's definitive Proxy Statement dated March 29, 1999,
                  as filed with the Securities and Exchange Commission (not
                  being refiled)