Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILLETTS FREDERICK III
  2. Issuer Name and Ticker or Trading Symbol
COOPERATIVE BANKSHARES INC [COOP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres., CEO & Chairman of Board
(Last)
(First)
(Middle)
201 MARKET STREET
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2005
(Street)

WILMINGTON, NC 28401
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/01/2005   S   2,000 D $ 18.5 47,185 (1) I By Mother
Common Stock               144,631 D  
Common Stock               34,472 (2) I By 401(k)
Common Stock               34,565 (1) I By Mother's IRA
Common Stock               2,266 (2) I By Spouse
Common Stock               105,465 I By Trust (Father)
Common Stock               25,550 I By Trust (medical)
Common Stock               1,992 (2) I by trust for 1st daughter
Common Stock               1,992 (2) I By trust for 2nd daughter
Common Stock               1,992 (2) I By Trust for 3rd daughter
Common Stock               668 I by wife in trust for 3 daughters
Common Stock               31,077 I by Willetts Building Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 7.29             08/28/1999(3) 08/28/2009 Common Stock 13,500   13,500 D  
Stock Option (Right to Buy) $ 7.67             12/21/2001(3) 12/21/2011 Common Stock 12,000   12,000 D  
Stock Option (Right to Buy) $ 18             12/29/2004(3) 12/29/2014 Common Stock 10,500   10,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLETTS FREDERICK III
201 MARKET STREET
WILMINGTON, NC 28401
  X   X   Pres., CEO & Chairman of Board  

Signatures

 /s/ Willetts, III, Frederick   08/03/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reporting person may be deemed the beneficial owner of shares owned by his mother due to the exercise of, solely on his mother's behalf and for her benefit, dispositive authority granted to him under a general Power of Attorney. Reporting person disclaims having a beneficial ownership interest in such shares for purposes of Section 16 under the Securities and Exchange Act of 1934.
(2) Reflects stock acquired through Cooperative Bankshares Dividend Reinvestment Plan exempt from reporting under Rule 16a-11.
(3) Stock Options fully vested on date of grant.

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