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                       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): July 14, 2005
                                                           -------------


                          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))


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

         On July 14, 2005, Cooperative Bankshares, Inc. (the "Company"),
announced that it has been selected to be included in the Russell Microcap
Index. The newly launched Russell Microcap Index, which debuted on July 1, 2005,
is comprised of the smallest 1,000 securities in the small-cap Russell 2000
Index along with the next smallest 1,000 companies, based on a ranking of all
U.S. equities by market capitalization.

         The full text of the Company's press release dated July 14, 2005 issued
in connection with the announcement is attached as Exhibit 99.1 and incorporated
herein by reference.

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

       (c)    Exhibits

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

              99.1          Press Release dated July 14, 2005





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                                   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: July 14, 2005