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

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         Date of Report (Date of earliest event reported): March 1, 2007


                          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 8.01     OTHER EVENTS.
              ------------

         On March 1, 2007, Cooperative Bankshares, Inc. (the "Company") issued a
press release announcing that on February 28, 2007, the Board of Directors
declared the 2007 first quarter dividend of $0.05 per share. The dividend is
payable on or about April 17, 2007, to stockholders of record as of April 1,
2007.

         The full text of the Company's press release dated March 1, 2007,
issued in connection with the announcement, is attached as Exhibit 99.1 and is
furnished herewith.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.
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         (d)  Exhibits

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

              99.1        Press Release dated March 1, 2007







                                   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: March 1, 2007