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 _____ 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)
04/29/2005
(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 04/29/2005   S   624 D $ 18.5 31,453 (1) I by Willetts Building Trust
Common Stock               146,056 (2) D  
Common Stock               33,433 (3) I By 401(k)
Common Stock               2,259 (4) I By Spouse
Common Stock               105,465 (5) I By Trust (Father)
Common Stock               28,050 (6) I By Trust (medical)
Common Stock               1,986 (7) I by trust for 1st daughter
Common Stock               1,986 (7) I By trust for 2nd daughter
Common Stock               1,986 (7) I By Trust for 3rd daughter
Common Stock               666 (8) I by wife in trust for 3 daughters

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) (9) $ 7.29             08/28/1999 08/28/2009 Common Stock 13,500   13,500 D  
Stock Option (Right to Buy) (10) $ 7.67             12/21/2001 12/21/2011 Common Stock 12,000   12,000 D  
Stock Option (Right to Buy) (11) $ 18             12/29/2004 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     Pres., CEO & Chairman of Board  

Signatures

 /s/ Willetts, III, Frederick   05/03/2005
**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) Includes an additional 10,672 shares acquired as a result of the 3-for-2 stock split on February 24, 2005.
(2) Includes an additional 48,685 shares resulting from the 3-for-2 stock split on February 24, 2005.
(3) Includes the acquisition of 11,332 additional shares as a result of the 3-for-2 stock split on February 24, 2005.
(4) Includes additional 18 shares acquired under the issuer's Dividend Reinvestment Plan (DRIP) and an additional 753 shares resulting from the 3-for-2 stock split on February 24, 2005.
(5) Includes an additional 35,155 shares resulting from the 3-for-2 stock split on February 24, 2005.
(6) Includes an additional 9,350 shares acquired as a result of the 3-for-2 stock split on February 24, 2005.
(7) Includes 16 shares acquired under the DRIP and 662 additional shares acquired as a result of the 3-for-2 stock split on February 24, 2005.
(8) Includes 6 shares acquired under the DRIP and 222 additional shares acquired as a result of the 3-for-2 stock split on February 24, 2005.
(9) This option was previously reported as covering 9,000 shares at an exercise price of $10.94 per share, but was adjusted to reflect the 3-for-2 stock split on February 24, 2005.
(10) This option was previously reported as covering 8,000 shares at an exercise price of $11.50 per share, but was adjusted to reflect the 3-for-2 stock split on February 24, 2004.
(11) This option was previously reported as covering 7,000 shares with an exercise price of $27.00 per share, but was adjusted to reflect the 3-for-2 stock split on February 24, 2005.

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