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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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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