Exhibit 4-1(a)

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT



TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section  33-10-106 of the 1976 South Carolina Code of Laws, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.   The name of the corporation is GrandSouth Bancorporation

2.   Date of Incorporation  June 7, 2000

3.   Agent's Name and Address Ronald K. Earnest, 381 Halton,  Road,  Greenville,
     SC 29607

4.   On January 5, 2009, the corporation  adopted the following  Amendment(s) of
     its Articles of  Incorporation:  (Type or attach the complete  text of each
     Amendment)

     See Text of Amendment to Articles of Incorporation attached hereto.






5.   The  manner,  if not set forth in the  Amendment,  in which  any  exchange,
reclassification, or cancellation of issued shares provided for in the Amendment
shall be effected, is as follows: (if not applicable, insert "not applicable" or
"NA").








6.   Complete either "a" or "b," whichever is applicable.

     a.   [x]  Amendment(s) adopted by shareholder action.

               At the  date of  adoption  of the  Amendment(s),  the  number  of
               outstanding   shares  of  each  voting  group  entitled  to  vote
               separately on the Amendment(s), and vote of such shares was:

<TABLE>
<CAPTION>
                                Number of              Number of            Number of Votes         Number of Undisputed
         Voting                Outstanding           Votes Entitled         Represented at                 Shares
         Group                   Shares                to be Cast             the Meeting              For or Against
         -----                   ------                ----------             -----------              --------------
<S>     <C>                      <C>                   <C>                   <C>                     <C>        <C>

        Common                   3,565,964             3,565,964             2,497,249               2,483,073  13,777




</TABLE>

<PAGE>
                                               GrandSouth Bancorporation
                                               ---------------------------------
                                                  Name of Corporation


        Note:  Pursuant to Section  33-10-106(6)(i),  of the 1976 South Carolina
               Code of Laws, as amended, the corporation can alternatively state
               the total  number of disputed  shares cast for the  amendment  by
               each voting group  together with a statement that the number cast
               for the  amendment  by  each  voting  group  was  sufficient  for
               approval by that voting group.


b.       [ ]   The Amendment(s)  was duly adopted by the  incorporators or board
               of directors  without  shareholder  approval pursuant to Sections
               33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina
               Code  of  Laws,  as  amended,  and  shareholder  action  was  not
               required.

7.   Unless a delayed dated is specified,  the effective  date of these Articles
of  Amendment  shall be the date of  acceptance  for filing by the  Secretary of
State (See  Section  33-1-230(b)  of the 1976 South  Carolina  Code of Laws,  as
amended) _______________________________________________________________________


Date January 5, 2009
     ----------------------             GrandSouth Bancorporation
                                        ----------------------------------------
                                        Name of Corporation

                                        s/Ronald K. Earnest, President
                                        ----------------------------------------
                                        Signature

                                        Ronald K. Earnest, President
                                        ----------------------------------------
                                        Type or Print Name and Office



                               FILING INSTRUCTIONS

1. Two copies of this form, one of which can be either a duplicate original or a
conformed copy, must be filed.


2. If the space in this form is insufficient,  please attach  additional  sheets
containing a reference to the appropriate paragraph in this form.

3. Filing  fees and taxes  payable to the  Secretary  of State at time of filing
application.

         Filing Fee                                      $  10.00
         Filing Tax                                        100.00
                                                           ------
         Total                                           $ 110.00

         Return to:        Secretary of State
                           PO Box 11350
                           Columbia, SC 29211




DOM-ARTICLES OF AMENDMENT                       FORM REVISED BY SOUTH CAROLINA
                                                SECRETARY OF STATE, JANUARY 2000

<PAGE>



                            GRANDSOUTH BANCORPORATION

                  Text of Amendment to Articles of Incorporation


         Article 3 of the Articles of Incorporation of GrandSouth Bancorporation
is amended to read as follows:

         3. The  corporation  is authorized to issue shares of stock as follows.
Complete a or b whichever is applicable:

         a. /_/ The corporation is authorized to issue a single class of shares,
and the total number of shares authorized is _____________________.

         b. /X/ The  corporation  is  authorized to issue more than one class of
shares:

                  Class of Shares              Authorized No. of Each Class

                  Common Stock                          20,000,000

                  Preferred Stock                       20,000,000


         The relative rights, preferences, and limitations of the shares of each
class, and of each series within a class, are as follows:

          Common Stock:  The shares of common stock shall have unlimited  voting
          rights and are entitled,  together with any series of preferred  stock
          which also has such right specified,  to receive the net assets of the
          corporation upon dissolution.

          Preferred  Stock:  The board of directors may  determine,  in whole or
          part, the  preferences,  limitations,  and relative rights (within the
          limits set forth in Section  33-6-101 of the South  Carolina  Business
          Corporation  Act) of one or more series  within the class of preferred
          stock before the issuance of any shares of that series.