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


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

(Mark One)

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

For the quarterly period ended March 31, 2004.

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

For the transition period from          to
                               --------    ---------

                         Commission File Number: 0-22219
                                                 -------

                            FIRST SOUTH BANCORP, INC.
          ------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Virginia                                           56-1999749
-------------------------------                     ---------------------
(State or other jurisdiction of                        (IRS Employer
 incorporation or organization)                       Identification No.)


             1311 Carolina Avenue, Washington, North Carolina 27889
             ------------------------------------------------------
                (Address of principal executive offices)(Zip Code)


                                 (252) 946-4178
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     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. Yes  X   No
                                              ---     ---

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes  X   No
                                                ---     ---

     Number  of  shares  of  common  stock  outstanding  as of April  30,  2004:
6,247,211


<PAGE>
                                EXPLANATORY NOTE

     First South Bancorp, Inc. (the "Company") is amending its Form 10-Q for the
quarter  ended March 31, 2004 to include the  information  required by Item 2(e)
regarding the Company's  purchases of its equity  securities,  which information
was inadvertently excluded from the original filing.

PART II.  OTHER INFORMATION

ITEM 2. CHANGES IN  SECURITIES,  USE OF PROCEEDS AND ISSUER  PURCHASES OF EQUITY
SECURITIES


     The  following  table  sets  forth  information   regarding  the  Company's
repurchases of its Common Stock during the quarter ended March 31, 2004.
<TABLE>
<CAPTION>

                                                                              TOTAL NUMBER
                                                                                OF SHARES
                                                                                PURCHASED         MAXIMUM
                                                                               AS PART OF    NUMBER OF SHARES
                                                 TOTAL                          PUBLICLY      THAT MAY YET BE
                                               NUMBER OF       AVERAGE          ANNOUNCED     PURCHASED UNDER
                                                SHARES       PRICE PAID         PLANS OR       THE PLANS OR
                   PERIOD                      PURCHASED      PER SHARE         PROGRAMS         PROGRAMS
                   ------                      ---------     ----------       -------------  -----------------
                    <S>                          <C>            <C>               <C>               <C>
              January 2004
              Beginning date: January 1         $4,536         $36.12           4,536(1)        143,196 (1)
              Ending date: January 31

              February 2004
              Beginning date: February 1            --             --              --                --
              Ending date: February 29

              March 2004
              Beginning date: March 1               --             --              --                --
              Ending date: March  31
</TABLE>

              --------------------
               (1)  Shares were purchased pursuant to a stock repurchase program
                    announced on January 8, 2004. This  repurchase  program will
                    expire on  January  8, 2005.  The  Company  had a program to
                    repurchase  up to  209,465  shares  of common  stock,  which
                    program  expired  on  January  7,  2004.  Subsequent  to the
                    repurchase  of 4,536 shares of the  Company's  common stock,
                    the Company paid a  three-for-two  stock split.  The maximum
                    number of shares that may yet be  purchased  under the plans
                    or  programs  has  been  adjusted  for  the  effect  of  the
                    three-for-two stock split.



<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:
    ---------

     The following exhibits are filed herewith:

     Exhibit
     Number       Title
     ------       -----
       31.1       Rule 13a-14(a) Certification of Chief Executive Officer
       31.2       Rule 13a-14(a) Certification of Chief Financial Officer
       32         Section 1350 Certification

(b) Reports on Form 8-K:
    --------------------

A Form 8-K was filed on January 8, 2004 under Item 5. Other  Events and Required
                                                      --------------------------
FD Disclosure, and Item 7. Financial Statements, Pro Forma Financial Information
-------------              -----------------------------------------------------
and  Exhibits,  reporting  the Company had  completed a previously  announced 5%
-------------
stock  repurchase  program  and had  adopted  a new  program  to  repurchase  an
additional  100,000 shares of common stock,  representing 2.4% of its issued and
outstanding shares.

A Form 8-K was filed on January 15, 2004 under Item 7. Financial Statements, Pro
                                                       -------------------------
Forma Financial Information and Exhibits,  and Item 9. Regulation FD Disclosure,
----------------------------------------               -------------------------
reporting the Company announced its unaudited  financial results for the quarter
ended December 31, 2003 and the year ended December 31, 2003.

A Form 8-K/A was filed on January 20, 2004,  as Amendment  No. 1 to the Form 8-K
filed on January 15, 2004 to correctly file the Form 8-K under Item 7. Financial
                                                                       ---------
Statements,  Pro Forma Financial Information and Exhibits,  and Item 12. Results
---------------------------------------------------------                -------
of Operations  and  Financial  Condition,  reporting  the Company  announced its
----------------------------------------
unaudited  financial  results for the quarter and year ended  December 31, 2003,
rather than under Items 7 and 9 as previously reported on the Form 8-K.

A Form 8-K was filed on January 8, 2004 under Item 5. Other  Events and Required
                                                      --------------------------
FD Disclosure, and Item 7. Financial Statements, Pro Forma Financial Information
-------------              -----------------------------------------------------
and Exhibits,  reporting the Bank had  completed the  acquisition  of two branch
------------
offices from  Central  Carolina  Bank, a Division of National  Bank of Commerce,
located in New Bern, North Carolina and Greenville, North Carolina.

A Form 8-K was filed on March 24, 2004 under Item 5. Other  Events and  Required
                                                     ---------------------------
FD Disclosure, and Item 7. Financial Statements, Pro Forma Financial Information
-------------              -----------------------------------------------------
and Exhibits,  reporting a 3-for-2 common stock split in the form of a 50% stock
------------
dividend, payable on April 23, 2004.

                                       2
<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  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.


                                  FIRST SOUTH BANCORP, INC.
                                  ------------------------------------------
                                  Registrant


                                  /s/ William L. Wall
                                  ------------------------------------------
                                  William L. Wall
                                  Executive Vice President and
                                  Chief Financial Officer
                                  (Principal Financial Officer)


                                  /s/ Kristie W. Hawkins
                                  -----------------------------------------
                                  Kristie W. Hawkins
                                  Controller and Treasurer
                                  (Principal Accounting Officer)


Date:    May 19, 2004