SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

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

                         ------------------------------


       Date of Report (Date of earliest event reported): January 26, 2006


                          COOPERATIVE BANKSHARES, INC.
               (Exact name of registrant as specified in charter)

 NORTH CAROLINA                      0-24626                    56-1886527
 (State or other                   (Commission                (IRS Employer
 jurisdiction of                    File Number)            Identification No.)
 incorporation)

               201 MARKET STREET, WILMINGTON, NORTH CAROLINA 28401
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (910) 343-0181

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
              ---------------------------------------------

         On January 27, 2006, Cooperative Bankshares, Inc. (the "Company")
issued a press release announcing its unaudited financial results for the fourth
quarter and year ended December 31, 2005. A copy of the press release is
attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
Also attached to this Report as Exhibit 99.2, and incorporated herein by
reference, is additional financial information for the period.

ITEM 7.01     REGULATION FD DISCLOSURE.
              ------------------------

         On January 26, 2006, the Company announced that President and Chief
Executive Officer Frederick Willetts, III will be a guest speaker at the
Southeast 2006 Super-Community Bank Conference in Atlanta.

         The full text of the Company's press release dated January 26, 2006,
issued in connection with the announcement, is attached as Exhibit 99.3 and
incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
              ---------------------------------

        (c)   Exhibits

              Number      Description
              ------      -----------

              99.1        Press Release dated January 27, 2006
              99.2        Additional Financial Information
              99.3        Press Release dated January 26, 2006





                                   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 hereunto duly authorized.


                                       COOPERATIVE BANKSHARES, INC.


                                       /s/ Todd L. Sammons
                                       -----------------------------------------
                                       Todd L. Sammons
                                       Senior Vice President and Chief Financial
                                       Officer

Date:  January 27, 2006