UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/AAmendment No. 1

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þAnnual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For fiscal year ended December 31, 2008



 ̈Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___ to ___



Commission File Number 000-28333



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COASTAL BANKING COMPANY, INC.

(A South Carolina Corporation)

IRS Employer Identification Number: 58-2455445

36 Sea Island Parkway, Beaufort, South Carolina 29907

Telephone Number: (843) 522-1228

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Securities registered pursuant to Section 12(b) of the Act:        None.

Securities registered pursuant to Section 12(g) of the Act:        Common Stock, $.01 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈  No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  ̈  No þ

Indicate by check mark if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days. Yes þ  No  ̈

Indicate by check mark if the registrant if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not contained, to the best of 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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

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|Large accelerated filer  ̈                                             | Accelerated filer  ̈        
|Non-accelerated filer  ̈
(Do not check if a smaller reporting company) | Smaller reporting company þ



Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  Yes  ̈  No þ

The aggregate value of the voting common equity held by nonaffiliates as of June 30, 2008, the last business day of the registrants most recently completed second fiscal quarter, was $20,451,799 based on the price at which the common stock last sold on such day. This price reflects inter-dealer prices without retail mark up, mark down, or commissions, and may not represent actual transactions.

2,568,707 shares of common stock were outstanding as of March 13, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants Proxy Statement for the 2009 Annual Meeting of Shareholders, scheduled to be held on May 27, 2009, are incorporated by reference into Part III.









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EXPLANATORY NOTE



This Form 10-K/A constitutes Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2008 (the Form 10-K), filed by the Registrant with the Commission on March 17, 2009.  The sole purpose of this amendment is to amend the Registrants response to Item 15 of the Form 10-K to update referenced exhibits incorporated by reference in Exhibits 10.1, 10.2, 10.5, and 10.10, and to attach Exhibits 10.12, 21.1 and 23.1, each previously referenced in the Form 10-K filed with the Commission.  The Registrants response to Item 15 is restated herein in its entirety.  There are no other changes made by this Amendment No. 1.



Item 15.

Exhibits



|       |                                                                                                                                                                                                                                                                             | 
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|3.1    | Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form SB-2, File No. 333-86371).                                                                                                                  
|3.2    | Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on December 5, 2008, File No. 000-28333)                                                                                             
|3.3    | Bylaws (incorporated by reference to Exhibit 3.3 of the Registration Statement on Form SB-2, File No. 333-86371).                                                                                                                                                          
|4.1    | See Exhibits 3.1, 3.2, and 3.3 for provisions in the Companys Articles of Incorporation and Bylaws defining the rights of holders of the common stock (incorporated by reference to Exhibits 3.1 and 3.2 of the Registration Statement on Form SB-2, File No. 333-86371).
|4.2    | Form of certificate of common stock (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form SB-2, File No. 333-86371).                                                                                                                             
|4.3    | Coastal Banking Company, Inc. Indenture dated May 18, 2004 (incorporated by reference to Exhibit 4.3 of the Form 10-K for the period ended December 31, 2007, File No. 000-28333)                                                                                          
|4.4    | Amended and Restated Declaration of Trust dated May 18, 2004 (incorporated by reference to Exhibit 4.4 of the Form 10-K for the period ended December 31, 2007, File No. 000-28333)                                                                                        
|4.5    | Guarantee Agreement, Coastal Banking Company, Inc. dated May 18, 2004 (incorporated by reference to Exhibit 4.5 of the Form 10-K for the period ended December 31, 2007, File No. 000-28333)                                                                               
|4.6    | Coastal Banking Company, Inc. Junior Subordinated Indenture dated June 30, 2006 (incorporated by reference to Exhibit 4.6 of the Form 10-K for the period ended December 31, 2007, File No. 000-28333)                                                                     
|4.7    | Coastal Banking Company, Inc. Amended and Restated Trust Agreement dated June 30, 2006 (incorporated by reference to Exhibit 4.7 of the Form 10-K for the period ended December 31, 2007, File No. 000-28333)                                                              
|4.8    | Guarantee Agreement between Coastal Banking Company, Inc., as Guarantor and Wilmington Trust Company, as Guarantee Trustee, dated June 30, 2006 (incorporated by reference to Exhibit 4.8 of the Form 10-K for the period ended December 31, 2007, File No. 000-28333)     
|4.9.   | Form of Certificate for the Series A Preferred Shares (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed on December 5, 2008, File No. 000-28333)                                                                                          
|4.10.  | Warrant to purchase up to 205,579 shares of common stock, dated December 5, 2008 (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed on December 5, 2008, File No. 000-28333)                                                               
|10.1.  | Form of Stock Warrant Agreement (incorporated by reference to Exhibit 10.5 of the Registration Statement on Form SB-2, File No. 333-86371).                                                                                                                                
|10.1.1 | First Amendment to the Coastal Banking Co. Inc. Form of Stock Warrant Agreement (incorporated by Reference to Exhibit 10.10 to the Registration Statement on Form S-4, File No. 333-125318, filed May 27, 2005).                                                           
|10.2   | Coastal Banking Company, Inc. 2000 Stock Incentive Plan and Form of Stock Option Agreement (incorporated by reference to Exhibit 10.6 of the Form 10-KSB for the period ended December 31, 2002, File No. 000-28333).*                                                     
|10.3   | Lease Agreement between Lowcountry National Bank and Bright OHare Moss Creek Partnership, dated January 14, 2003 (incorporated by reference to Exhibit 10.7 of the Form 10-KSB for the period ended December 31, 2002, File No. 000-28333).                               
|10.4   | Form of Lowcountry National Bank Director Deferred Fee Agreement. (incorporated by reference to Exhibit 10.5 of the Form 10-KSB for the period ended December 31, 2004, File No. 000-28333)*                                                                               
|10.4.1 | Form of Second Amendment to Lowcountry National Bank Director Deferred Fee Agreement (incorporated by reference to Exhibit 10.13 to the Form 10-KSB for the period ended December 31, 2006, file no. 000-28333)*                                                           
|10.4.2 | Form of Third Amendment to Lowcountry National Bank Director Deferred Fee Agreement with Dennis O. Green and James W. Holden, Jr.*                                                                                                                                         
|10.4.3 | Form of Third Amendment to Lowcountry National Bank Director Deferred Fee Agreement with Ladson F. Howell, James C. Key, and Robert B. Pinkerton*                                                                                                                          
|10.4.4 | Form of First Amendment to the Lowcountry National Bank Director Deferred Fee Agreement*                                                                                                                                                                                   
|10.5   | Form of Lowcountry National Bank Executive Deferred Compensation Fee Agreement.(incorporated by reference to Exhibit 10.6 of the Form 10-KSB for the period ended December 31, 2004, File No. 000-28333)*                                                                  







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|        |                                                                                                                                                                                                                                                                                                                                           | 
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|10.5.1  | Form of Second Amendment to Lowcountry National Bank Executive Deferred Compensation Agreement (incorporated by reference to Exhibit 10.14 to the Form 10-KSB for the period ended December 31, 2006, file No. 000-28333)*                                                                                                               
|10.5.2  | Amendment to the Lowcountry National Bank Executive Deferred Compensation Agreement for Gary Horn*                                                                                                                                                                                                                                       
|10.5.3  | Form of First Amendment to the Lowcountry National Bank Executive Deferred Compensation Agreement*                                                                                                                                                                                                                                       
|10.6    | Amended and Restated Employment Agreement dated December 31, 2008 between the Company and Michael Sanchez (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed January 7, 2009, File No. 000-28333).*                                                                                                     
|10.7    | Salary Continuation Agreement dated April 6, 2005 between the Company and Gary Horn (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K, File No. 000-28333).*                                                                                                                                                  
|10.7.1  | First Amendment to Salary Continuation Agreement dated December 17, 2008 between the Company, CBC National Bank and Gary Horn*                                                                                                                                                                                                           
|10.10   | Salary Continuation Agreement dated January 19, 2005 between the Company and Leo Deas (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-KSB for the period ended December 31, 2005; File No. 000-28333)*                                                                                                       
|10.10.1 | First Amendment to Salary Continuation Agreement dated December 17, 2008 between the Company, CBC National Bank and Leo Deas*                                                                                                                                                                                                            
|10.12   | Employment Agreement dated September 10, 2007 between the Company and Paul R. Garrigues*                                                                                                                                                                                                                                                 
|10.12.1 | First Amendment to Employment Agreement dated December 17, 2008 between the Company and Paul R. Garrigues*                                                                                                                                                                                                                               
|10.13   | Letter Agreement, dated December 5, 2008, including Securities Purchase Agreement  Standard Terms, incorporated by reference therein, between the Company and the United States Department of the Treasury (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed on December 5, 2008, File No. 000-28333)
|10.14   | Form of Waiver (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K, filed on December 5, 2008, File No. 000-28333)*                                                                                                                                                                                             
|10.15   | Form of Senior Executive Officer Agreement(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed on December 5, 2008, File No. 000-28333)*                                                                                                                                                                  
|10.16   | Executive Supplemental Retirement Income Agreement for Michael Sanchez (incorporated by reference to Exhibit 10.1 to the Form 10-QSB for the period ended September 30, 2004 filed by First Capital Bank Holding Corporation, File No. 000-30297)*                                                                                       
|10.17   | Phantom Stock Appreciation Rights Plan (incorporated by reference to Exhibit 10.2 to the Form 10-QSB for the period ended September 30, 2004 filed by First Capital Bank Holding Corporation, File No. 000-30297)*                                                                                                                       
|10.17.1 | Form of First Amendment to the Phantom Stock Appreciation Rights Plan*                                                                                                                                                                                                                                                                   
|10.17.2 | Form of Second Amendment to the Phantom Stock Appreciation Rights Plan*                                                                                                                                                                                                                                                                  
|10.17.3 | Form of Third Amendment to the Phantom Stock Appreciation Rights Plan*                                                                                                                                                                                                                                                                   
|10.18   | Form Phantom Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.3 to the
Form 10-QSB for the period ended September 30, 2004 filed by First Capital Bank Holding Corporation,
File No. 000-30297)*                                                                                                             
|10.19   | Restricted Stock Award between Coastal Banking Company, Inc. and Gary Horn dated March 21, 2008 (incorporated by reference to Exhibit 10.2 to the Form 10-Q for the period ended March 31, 2008; File No. 000-28333)*                                                                                                                    
|21.1    | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                              
|23.1    | Consent of Certified Public Accountants                                                                                                                                                                                                                                                                                                  
|24.1    | Power of Attorney (contained as part of the signature pages herewith)                                                                                                                                                                                                                                                                    
|31.1    | Rule 13a-14(a) Certification of the Chief Executive Officer                                                                                                                                                                                                                                                                              
|31.2    | Rule 13a-14(a) Certification of the Chief Financial Officer                                                                                                                                                                                                                                                                              
|32.1    | Section 1350 Certifications                                                                                                                                                                                                                                                                                                              





*      Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Annual Report on Form 10-K.



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SIGNATURES



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





| |                               |                        | 
| | ----------------------------- | ---------------------- | 
| | COASTAL BANKING COMPANY, INC.
| |                              
| |                              
| | By:                           | /s/ Paul Garrigues     | 
| |                               | Paul Garrigues        
| |                               | Chief FinancialOfficer
| |                               |                       
| | Date:                         | March 31, 2009        





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