UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2007

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 0-24753

ECB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

North Carolina	56-2090738
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Post Office Box 337, Engelhard, North Carolina 27824

(Address of principal executive offices) (Zip Code)

(252) 925-9411

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨    No  x

On August 7, 2007, there were 2,921,992 outstanding shares of Registrant’s common stock.

This Form 10-Q has 35 pages.

Table of Contents

Index	Begins on Page
Part 1 – Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets at June 30, 2007 and December 31, 2006	3
Consolidated Income Statements for Three and Six Months Ended June 30, 2007 and 2006	4
Consolidated Statements of Changes in Shareholders’ Equity for Six Months Ended June 30, 2007 and 2006	5
Consolidated Statements of Cash Flows for Six Months Ended June 30, 2007 and 2006	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
Part II – Other Information
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults upon Senior Securities	29
Item 4. Submission of Matters to a Vote of Security Holders	29
Item 5. Other Information	30
Item 6. Exhibits	30
Signatures	31
Exhibit Index	32
EX- 31.1
EX- 31.2
EX- 32

2

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

June 30, 2007 and December 31, 2006

(Dollars in thousands, except per share data)

	June 30, 2007			December 31, 2006*
	(unaudited)
Assets
Non-interest bearing deposits and cash	$	18,572		$	15,591
Interest bearing deposits		1,784			891
Overnight investments		4,875			23,575
Total cash and cash equivalents		25,231			40,057
Investment securities
Available-for-sale, at market value (cost of $128,986 and $128,005 at June 30, 2007 and December 31, 2006, respectively)		125,413			125,860
Loans		436,610			417,943
Allowance for loan losses		(4,475	)		(4,725	)
Loans, net		432,135			413,218
Real estate and repossessions acquired in settlement of loans, net		271			240
Federal Home Loan Bank common stock, at cost		1,482			1,229
Bank premises and equipment, net		24,594			23,042
Accrued interest receivable		4,170			4,619
Bank owned life insurance		7,886			7,741
Other assets		8,391			8,064
Total	$	629,573		$	624,070
Liabilities and Shareholders’ Equity
Deposits
Demand, noninterest bearing	$	107,355		$	96,890
Demand, interest bearing		100,062			94,569
Savings		18,824			19,809
Time		292,044			300,981
Total deposits		518,285			512,249
Accrued interest payable		2,566			2,363
Short-term borrowings		40,825			31,105
Long-term obligations		—			10,310
Other liabilities		4,461			5,250
Total liabilities		566,137			561,277
Shareholders’ equity
Common stock, par value $3.50 per share; authorized 10,000,000 shares; issued and outstanding 2,921,992 at June 30, 2007 and 2,902,242 at December 31, 2006.		10,188			10,119
Capital surplus		26,946			26,680
Retained earnings		28,519			27,333
Accumulated other comprehensive loss		(2,217	)		(1,339	)
Total shareholders’ equity		63,436			62,793
Total	$	629,573		$	624,070

* Derived from audited consolidated financial statements.

See accompanying notes to consolidated financial statements.

3

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Income Statements

For the three and six months ended June 30, 2007 and 2006

(Dollars in thousands, except per share data)

	Three months ended June 30,					Six months ended June 30,
	2007			2006		2007			2006
	(unaudited)			(unaudited)		(unaudited)			(unaudited)
Interest income:
Interest and fees on loans	$	8,342		$	7,687	$	16,452		$	14,747
Interest on investment securities:
Interest exempt from federal income taxes		303			266		605			532
Taxable interest income		1,100			852		2,209			1,650
Dividend income		10			—		10			—
FHLB stock dividends		19			26		37			76
Other interest		97			98		374			221
Total interest income		9,871			8,929		19,687			17,226
Interest expense:
Deposits:
Demand accounts		435			301		836			544
Savings		24			28		48			56
Time		3,743			2,793		7,501			5,426
Short-term borrowings		703			104		1,383			216
Long-term obligations		—			441		—			855
Total interest expense		4,905			3,667		9,768			7,097
Net interest income		4,966			5,262		9,919			10,129
Provision for loan losses		(489	)		200		(99	)		400
Net interest income after provision for loan losses		5,455			5,062		10,018			9,729
Noninterest income:
Service charges on deposit accounts		764			820		1,534			1,613
Other service charges and fees		403			387		729			603
Mortgage origination brokerage fees		313			226		561			440
Income from bank owned life insurance		73			92		145			157
Other operating income		32			24		297			51
Total noninterest income		1,585			1,549		3,266			2,864
Noninterest expenses:
Salaries		2,066			1,847		4,046			3,618
Retirement and other employee benefits		723			670		1,393			1,332
Occupancy		430			415		862			810
Equipment		548			450		1,047			868
Professional fees		168			30		474			79
Supplies		144			75		198			158
Telephone		137			130		269			237
Other operating expenses		1,025			889		1,913			1,806
Total noninterest expenses		5,241			4,506		10,202			8,908
Income before income taxes		1,799			2,105		3,082			3,685
Income taxes		542			690		873			1,172
Net income	$	1,257		$	1,415	$	2,209		$	2,513
Net income per share – basic	$	0.43		$	0.49	$	0.76		$	1.00
Net income per share – diluted	$	0.43		$	0.49	$	0.76		$	0.99
Weighted average shares outstanding – basic		2,912,889			2,885,988		2,903,530			2,507,027
Weighted average shares outstanding – diluted		2,922,143			2,910,804		2,915,691			2,529,584

See accompanying notes to consolidated financial statements.

4

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Shareholders' Equity

Six months ended June 30, 2007 and 2006

(Dollars in thousands, except per share data)

	Common Stock					Capital surplus			Retained earnings			Deferred compensation- restricted stock			Accumulated other comprehensive loss			Comprehensive income			Total
	Number		Amount
Balance January 1, 2006	2,040,042		$	7,140		$	5,408		$	23,724		$	(255	)	$	(1,452	)				$	34,565
Unrealized loss, net of income tax of $ 690																(1,103	)	$	(1,103	)		(1,103	)
Net income										2,513									2,513			2,513
Total comprehensive income																		$	1,410
Issuance of common stock	862,500			3,019			23,503															26,522
Expenses related to issuance of common stock							(2,258	)														(2,258	)
Stock based compensation	(300	)		18			70															88
Reclass of deferred restricted stock compensation due to adoption of SFAS No. 123R (See note 3)				(58	)		(197	)					255
Cash dividends ($.34 per share)										(987	)											(987	)
Balance June 30, 2006	2,902,242		$	10,119		$	26,526		$	25,250		$	—		$	(2,555	)				$	59,340
	Common Stock					Capital surplus			Retained earnings			Deferred compensation- restricted stock			Accumulated comprehensive other loss			Comprehensive income			Total
	Number		Amount
Balance January 1, 2007	2,902,242		$	10,119		$	26,680		$	27,333		$	—		$	(1,339	)				$	62,793
Unrealized loss, net of income tax of																(878	)	$	(878	)		(878	)
Net income										2,209									2,209			2,209
Total comprehensive income																		$	1,331
Stock options exercised	19,750			69			168															237
Stock based compensation							98															98
Cash dividends ($0.35 per share)										(1,023	)											(1,023	)
Balance June 30, 2007	2,921,992		$	10,188		$	26,946		$	28,519		$	—		$	(2,217	)				$	63,436

See accompanying notes to consolidated financial statements.

5

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

Six months ended June 30, 2007 and 2006

(Dollars in thousands)

	Six months ended June 30,
	2007			2006
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net income	$	2,209		$	2,513
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		803			605
Amortization of premium on investment securities, net		29			58
Provision for loan losses		(99	)		400
Net charge-offs on loans		(151	)		(51	)
Stock based compensation		98			88
Impairment on SBIC investment		90			—
Decrease (increase) in accrued interest receivable		449			(161	)
Gain on disposal of premises and equipment		(1	)		—
Income from Bank owned life insurance		(145	)		(157	)
(Increase) decrease in other assets		(867	)		646
Increase in accrued interest payable		203			525
(Decrease) increase in other liabilities, net		(807	)		173
Net cash provided by operating activities		1,811			4,639
Cash flows from investing activities:
Proceeds from maturities of investment securities classified as available-for-sale		3,913			4,523
Purchases of investment securities classified as available-for-sale		(3,923	)		(6,323	)
(Purchase) redemption of Federal Home Loan Bank common stock		(253	)		134
Purchases of premises and equipment		(2,354	)		(3,198	)
Net loan originations		(18,698	)		(26,646	)
Net cash used by investing activities		(21,315	)		(31,510	)
Cash flows from financing activities:
Net increase in deposits		6,036			13,046
Net decrease in borrowings		(590	)		(6,546	)
Dividends paid		(1,005	)		(819	)
Net proceeds from issuance of common stock		237			24,264
Net cash provided by financing activities		4,678			29,945
Increase (decrease) in cash and cash equivalents		(14,826	)		3,074
Cash and cash equivalents at beginning of period		40,057			18,839
Cash and cash equivalents at end of period	$	25,231		$	21,913
Cash paid during the period:
Interest	$	9,565		$	6,572
Taxes		1,454			94
Supplemental disclosures of noncash financing and investing activities:
Cash dividends declared but not paid	$	511		$	493
Unrealized losses on available-for-sale securities, net of deferred taxes		(878	)		(1,103	)
Investment in SBIC transferred from other assets to available-for-sale securities		1,000			—
Transfer from loans to real estate and reposessions acquired in settlement of loans		31			—

See accompanying notes to consolidated financial statements.

6

ECB BANCORP, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1) Basis of Presentation

The consolidated financial statements include the accounts of ECB Bancorp, Inc. (“Bancorp”) and its wholly-owned subsidiary, The East Carolina Bank (the “Bank”) (Bancorp and the Bank collectively referred to hereafter as the “Company”). The Bank has one wholly-owned subsidiary, ECB Financial Services, Inc., which formerly provided courier services to the Bank but is currently inactive. All intercompany transactions and balances are eliminated in consolidation. The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheets and the reported amounts of income and expenses for the periods presented. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties held as collateral for loans.

All adjustments considered necessary for a fair presentation of the results for the interim periods presented have been included (such adjustments are normal and recurring in nature). The notes to consolidated financial statements in Bancorp’s annual report on Form 10-K should be referenced when reading these unaudited interim financial statements. Operating results for the period ended June 30, 2007, are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Reclassification

Certain reclassifications have been made to the prior period’s financial statements to place them on a comparable basis with the current year. Net income and shareholders’ equity previously reported were not affected by these reclassifications.

(2) Net Income Per Share

Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. For purposes of basic net income per share, restricted stock is considered “contingently issuable” and is not included in the weighted average number of common shares outstanding.

Diluted net income per share is computed by assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. Restricted stock is considered outstanding for purposes of diluted net income per share. The amount of compensation cost attributed to future services and not yet recognized is considered “proceeds” using the treasury stock method. For the six months ended June 30, 2007 and 2006, diluted weighted average shares outstanding increased by 9,310 and 16,497, respectively, due to the dilutive impact of restricted stock. For the three months ended June 30, 2007 and 2006, diluted weighted average shares outstanding increased by 9,254 and 16,392, respectively, due to the dilutive impact of restricted stock.

In computing diluted net income per share, it is assumed that all dilutive stock options are exercised during the reporting period at their respective exercise prices, with the proceeds from the exercises used by the Company to buy back stock in the open market at the average market price in effect during the reporting period. The difference between the number of shares assumed to be exercised and the number of shares bought back is added to the number of weighted average common shares outstanding during the period. The sum is used as the denominator to calculate diluted net income per share for the Company. For the six months ended June 30, 2007 and 2006, diluted weighted average shares outstanding increased by 2,851 and 6,060, respectively, due to the dilutive impact of options. For the three months ended June 30, 2006, diluted weighted average shares outstanding increased by 8,424 due to the dilutive impact of options. The options had no dilutive effect on diluted weighted average shares for the three

7

months ended June 30, 2007. There were 16,525 anti-dilutive (not in the money) options outstanding for the three months ended June 30, 2007 compared to none for the three months ended June 30, 2006. There were 11,686 anti-dilutive options outstanding for the six months ended June 30, 2007 compared to no anti-dilutive options outstanding for the six-month period ended June 30, 2006.

The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Net Income Per Share for the six months ended June 30.

	Six months ended June 30, 2007 (Dollars in thousands, except per share data)
	Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic net income per share	$	2,209	2,903,530	$	0.76
Effect of dilutive securities		—	12,161
Diluted net income per share	$	2,209	2,915,691	$	0.76
	Six months ended June 30, 2006 (Dollars in thousands, except for per share data)
	Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic net income per share	$	2,513	2,507,027	$	1.00
Effect of dilutive securities		—	22,557
Diluted net income per share	$	2,513	2,529,584	$	0.99

8

The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Net Income Per Share for the three months ended June 30.

	Three months ended June 30, 2007
	Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic net income per share	$	1,257	2,912,889	$	0.43
Effect of dilutive securities		—	9,254
Diluted net income per share	$	1,257	2,922,143	$	0.43
	Three months ended June 30, 2006
	Income (Numerator)		Shares (Denominator)	Per Share Amount
Basic net income per share	$	1,415	2,885,988	$	0.49
Effect of dilutive securities		—	24,816
Diluted net income per share	$	1,415	2,910,804	$	0.49

(3) Stock Option Plan (dollars in thousands, except per share data)

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” (SFAS No. 123R) which was issued by the Financial Accounting Standards Board (FASB) in December 2004. SFAS No. 123R revises SFAS No. 123 “Accounting for Stock Based Compensation,” and supersedes APB No. 25, “Accounting for Stock Issued to Employees,” (APB No. 25) and its related interpretations. SFAS No. 123R requires recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). SFAS No. 123R also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. SFAS No. 123R also amends SFAS No. 95 “Statement of Cash Flows,” to require that excess tax benefits be reported as financing cash inflows, rather than as a reduction of taxes paid, which is included within operating cash flows.

The Company adopted SFAS No. 123R using the modified prospective application as permitted under SFAS No. 123R. Accordingly, prior period amounts have not been restated. Under this application, the Company is required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.

During 1998, the Company adopted an Omnibus Stock Ownership and Long-Term Incentive Plan (the Omnibus Plan) which provides for the issuance of up to an aggregate of 159,000 shares of common stock of the Company pursuant to stock options and other awards granted or issued under its terms. It is the Company’s policy to issue new shares to satisfy option exercises. Stock options generally vest one-third each year beginning three years after the grant date and expire after 10 years. However, certain grants vest one-third each year, beginning one year after the grant date. Restricted stock generally vest one-third each year beginning three years after the grant date.

9

The weighted-average fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted-average estimated fair values of stock option grants and the assumptions that were used in calculating such fair values were based on estimates at the date of grant as follows:

	Six months ended June 30,
	2007			2006
Weighted-average fair value of options granted during the year	$	8.73		$	8.75
Assumptions:
Average risk free interest rate		4.66	%		4.52	%
Average expected volatility		24.82	%		30.37	%
Expected dividend rate		2.40	%		2.40	%
Expected life in years		7.00			7.01

A summary of option activity under the Plan as of June 30, 2007, and changes during the six-month period ended June 30, 2007 is presented below:

	Options Outstanding		Weighted Average Exercise Price		Average Remaining Contractual Term	Aggregate Intrinsic Value
	(Dollars in thousands, except per share data)
Outstanding at December 31, 2006	61,476		$	21.83
Granted	16,525		$	32.60
Forfeited	1		$	13.25
Exercised	(19,750	)	$	11.98
Outstanding at June 30, 2007	58,252		$	28.22	7.54 years	$	120
Exercisable at June 30, 2007	19,630		$	23.96	6.98 years	$	106

There were 15,802 shares of non-vested restricted stock as of December 31, 2006. 6,589 shares vested on January 1, 2007 and 500 shares vested on June 21, 2007 resulting in a balance of non-vested restricted stock of 8,713 shares as of June 30, 2007.

Anticipated total unrecognized compensation cost related to outstanding non-vested stock options and restricted stock grants will be recognized over the following periods:

	Stock Options		Restricted Stock Grants		Total
	(Dollars in thousands)
July 1 – December 31, 2007	$	63	$	43	$	106
2008		110		51		161
2009		42		—		42
2010		29		—		29
2011		14		—		14
2012		1		—		1
Total	$	259	$	94	$	353

10

The intrinsic value of options exercised during the six months ended June 30, 2007 was $422 thousand. $237 thousand was received for options exercised.

(4) Postretirement Benefits

The Company has a postretirement benefit plan whereby the Company pays postretirement health care benefits for certain of its retirees that have met minimum age and service requirements. Net periodic postretirement benefit cost for the six- and three-month periods ended June 30, 2007 and 2006 includes the following components.

	Six months ended June 30, (Dollars in thousands)
	2007			2006
Service cost	$	2		$	4
Interest cost		22			22
Prior service cost		(4	)		—
Net periodic postretirement benefit cost	$	20		$	26
	Three months ended June 30, (Dollars in thousands)
	2007			2006
Components of net periodic cost:
Service cost	$	1		$	2
Interest cost		11			11
Prior service cost		(2	)		—
Net periodic postretirement benefit cost	$	10		$	13

The Company expects to contribute $40 thousand to its postretirement benefit plan in 2007. No contributions were made in the first six months of 2007.

11

(5) Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities

The following table sets forth the amount of unrealized losses (that is, the amount by which cost or amortized cost exceeds fair value), and the related fair value of investments with unrealized losses, none of which are considered to be other than temporarily impaired. The table is segregated into investments that have been in continuous unrealized-loss position for less than 12 months from those that have been in a continuous unrealized-loss position for more than 12 months, as of June 30, 2007:

	Less than 12 months				12 months or longer				Total
	(Dollars in thousands)
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Government-sponsored enterprises and Farm Credit bonds.	$	18,151	$	235	$	22,413	$	319	$	40,564	$	554
Municipal obligations		12,115		321		14,988		648		27,103		969
Mortgage-backed securities		9,191		152		40,132		1,784		49,323		1,936
Corporate bonds		2,931		98		—		—		2,931		98
Equity securities		941		59		—		—		941		59
Total	$	43,329	$	865	$	77,533	$	2,751	$	120,862	$	3,616

As of June 30, 2007, management has concluded that the unrealized losses above (which consisted of 175 securities) are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company has the intent and ability to hold these investments for a time necessary to recover its cost. The losses above with the exception of the equity securities are on securities that have contractual maturity dates and are primarily related to market interest rates. Securities that have been in an unrealized loss position for longer than 1 year include fifty-four (54) municipal obligations, thirty-eight (38) mortgage-backed securities and twenty-two (22) securities of U.S. government sponsored enterprises. The unrealized losses associated with these securities are not considered to be other-than-temporary because they are related to changes in interest rates and do not affect the expected cash flows of the underlying collateral or the issuer.

During the first quarter 2007, Triangle Mezzanine converted from a privately held SBIC to a publicly traded entity called Triangle Capital Corporation (“TCAP”). As a result, the Bank reclassified the asset as an equity security in its investment portfolio with no gain or loss on the transaction since the fair market value of equity securities received by the Bank equaled its initial cost of the investment.

(6) Comprehensive Income

A summary of comprehensive income is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
	(Dollars in thousands)
Net Income	$	1,257		$	1,415		$	2,209		$	2,513
Other comprehensive income (loss):
Net increase (decrease) in the fair value of Investment securities available for sale, net of tax		(1,180	)		(822	)		(878	)		(1,103	)
Total comprehensive income	$	77		$	593		$	1,331		$	1,410

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(7) Recent Accounting Pronouncements

The following is a summary of recent authoritative pronouncements that could impact the accounting, reporting, and/or disclosure of financial information by the Company.

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in enterprises’ financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 on January 1, 2007 with no material impact to its financial position, results of operations or cash flows. The Company and the Bank’s tax filings for years ended 2003 through 2005 are currently open to audit under statutes of limitation by the Internal Revenue Service and North Carolina Department of Revenue.

In September 2006, the FASB issued Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This standard does not require any new fair value measurements, but rather eliminates inconsistencies found in various prior pronouncements. SFAS No. 157 is effective for the Company on January 1, 2008 and is not expected to have a significant impact on the Company’s financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 allows entities to measure financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected must be reported in earnings at each subsequent reporting date. The fair value option can be applied instrument by instrument, however the election is irrevocable. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the statement to have an effect on its financial position, results of operations or cash flows.

In September 2006, the FASB ratified the consensuses reached by the FASB’s Emerging Issues Task Force (“EITF”) relating to EITF 06-4 “Accounting for the Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”. EITF 06-4 states that an employer accounting for endorsement split-dollar life insurance arrangements that provide a benefit to an employee that extends to postretirement periods should recognize a liability for future benefits in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions”, or Accounting Principles Board (“APB”) Opinion No. 12, “Omnibus Opinion—1967”. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The Company has not determined the effect of this statement on its consolidated financial statements.

On June 14, 2007, the FASB ratified the consensuses reached by the EITF on Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards” to provide guidance on how an entity should recognize the income tax benefit received on dividends that are (a) paid to employees holding equity-classified nonvested shares, equity-classified nonvested share units, or equity-classified outstanding share options and (b) charged to retained earnings under Statement 123(R). This Issue should be applied prospectively to the income tax benefits that result from dividends on equity-classified employee share-based payment awards that are declared in fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. Early application is permitted as of the beginning of a fiscal year for which interim or annual financial statements have not yet been issued. Retrospective application to previously issued financial statements is prohibited. The Company does not expect this issue to have a material impact on its financial position, results of operations or cash flows.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Statements in this Report and exhibits relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts, may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in the Company’s Annual Report on Form 10-K and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of the Company’s management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of the Company’s customers, actions of government regulators, the level of market interest rates, weather and similar conditions, particularly the effect of hurricanes on the Company’s banking and operations facilities and on the Company’s customers and the communities in which it does business, changes in general economic conditions and the real estate values in our banking market (particularly changes that affect our loan portfolio), the abilities of our borrowers to repay their loans, and the values of loan collateral. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by the cautionary statements in this paragraph. The Company has no obligations, and does not intend, to update these forward-looking statements.

Executive Summary

ECB Bancorp, Inc. is a bank holding company headquartered in Engelhard, North Carolina. Our wholly owned subsidiary, The East Carolina Bank (the “Bank”) is a state-chartered community bank that was founded in 1919. For the purpose of this discussion, “we,” “us” and “our” refers to the Bank and the bank holding company as a single, consolidated entity unless the context otherwise indicates.

As of June 30, 2007, we had consolidated assets of approximately $629.6 million, total loans of approximately $436.6 million, total deposits of approximately $518.3 million and shareholders’ equity of approximately $63.4 million. For the three months ended June 30, 2007, we had net income of $1.3 million or $0.43 basic and diluted earnings per share, compared to net income of $1.4 million, or $0.49 basic and diluted earnings per share for the three months ended June 30, 2006. For the six months ended June 30, 2007, we had net income of $2.2 million or $0.76 basic and diluted earnings per share, compared to net income of $2.5 million or $1.00 basic and $0.99 diluted earnings per share for the six months ended June 30, 2006.

The decrease in earnings per share is primarily due to a decrease in earnings for the first six months of 2007 compared to the same period in 2006 and the sale of 862,500 additional shares of common stock near the end of the first quarter of 2006 for $26.5 million. The proceeds from the common stock sale are being used to support the Bank’s various strategic initiatives for expansion and growth over the next several years.

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Critical Accounting Policies

The Company’s significant accounting policies are set forth in Note 1 to the Consolidated Financial Statements contained in the Form 10-K Annual Report for the fiscal year ended December 31, 2006. Of these significant accounting policies, the Company considers its policy regarding the allowance for loan losses to be its most critical accounting policy, because it requires management’s most subjective and complex judgments. In addition, changes in economic conditions can have a significant impact on the allowance for loan losses and therefore the provision for loan losses and results of operations. The Company has developed appropriate policies and procedures for assessing the adequacy of the allowance for loan losses, recognizing that this process requires a number of assumptions and estimates with respect to its loan portfolio. The Company’s assessments may be impacted in future periods by changes in economic conditions, the results of regulatory examinations, and the discovery of information with respect to borrowers that is not known to management at the time of the issuance of the consolidated financial statements. For additional discussion concerning the Company’s allowance for loan losses and related matters, see “Asset Quality”.

Comparison of the Results of Operations for the Three- and Six-Month Periods Ended June 30, 2007 and 2006

Results of Operations

The following table summarizes components of income and expense and the changes in those components for the three- and six-month periods ended June 30, 2007 as compared to the same periods in 2006.

Condensed Consolidated Statements of Income

(Dollars in thousands)

	For the Three Months Ended June 30, 2007			Changes from the Prior Year					For the Six Months Ended June 30, 2007			Changes from the Prior Year
				Amount			%					Amount			%
Gross interest income	$	9,871		$	942		10.5		$	19,687		$	2,461		14.3
Gross interest expense		4,905			1,238		33.8			9,768			2,671		37.6
Net interest income		4,966			(296	)	(5.6	)		9,919			(210	)	(2.1	)
Provision for loan losses		(489	)		(689	)	(344.5	)		(99	)		(499	)	(124.8	)
Net interest income after
Provision for loan losses		5,455			393		7.8			10,018			289		3.0
Noninterest income		1,585			36		2.3			3,266			402		14.0
Noninterest expense		5,241			735		16.3			10,202			1,294		14.5
Income before income taxes		1,799			(306	)	(14.5	)		3,082			(603	)	(16.4	)
Income tax provision		542			(148	)	(21.4	)		873			(299	)	(25.5	)
Net income	$	1,257		$	(158	)	(11.2	)	$	2,209		$	(304	)	(12.1	)

Net Interest Income

Net interest income (the difference between the interest earned on assets, such as loans and investment securities and the interest paid on liabilities, such as deposits and other borrowings) is our primary source of operating income. Net interest income for the three months ended June 30, 2007 was $5.0 million, a decrease of

15

$296 thousand or 5.6% when compared to net interest income of $5.3 million for the three months ended June 30, 2006. For the six months ended June 30, 2007, net interest income was $9.9 million, a decrease of $210 thousand or 2.1% when compared to net interest income of $10.1 million for the period in 2006

The level of net interest income is determined primarily by the average balances (volume) of interest-earning assets and interest-bearing liabilities and the various rate spreads between our interest-earning assets and our interest-bearing liabilities. Changes in net interest income from period to period result from increases or decreases in the volume of interest-earning assets and interest-bearing liabilities, increases or decreases in the average interest rates earned and paid on such assets and liabilities, the ability to manage the interest-earning asset portfolio (which includes loans), and the availability of particular sources of funds, such as non interest bearing deposits.

Interest income increased $0.94 million or 10.5% for the three months ended June 30, 2007 compared to the same three months of 2006. Interest income increased $2.5 million or 14.3% for the six months ended June 30, 2007 compared to the same six months in 2006. The increases for the three and six months ended June 30, 2007 are due to increases in average interest rates earned on our average earning assets and increases in volume of average earning assets of $40.4 million and $51.2 million, respectively, as compared to the same periods in 2006. We funded the increases in interest-earning assets primarily with in-market certificates of deposit (“CD’s”) and repurchase agreements. The tax equivalent yield on average earning assets increased 18 basis points for the quarter ended June 30, 2007 to 7.22% from 7.04% for the same period in 2006. For the first six months of 2007, the yield on average earning assets, on a tax-equivalent basis, increased 26 basis points to 7.23% compared to 6.97% at June 30, 2006. Management attributes the increase in the yield on our earning assets to the increase in short-term market interest rates. The Federal Reserve Board raised its target for federal funds rate by 100 basis points during the first six months of 2006. The full impact of these increases is reflected in 2007. Approximately $223.6 million or 51.2% of our loan portfolio consists of variable rate loans that adjust with the movement of the national prime rate. As a result, composite yield on our loans increased approximately 27 basis points for the second quarter of 2007 compared to the second quarter of 2006 and 43 basis points for the six-month periods ended June 30, 2007 and 2006.

Conversely, our average cost of funds during the second quarter of 2007 was 4.34%, an increase of 81 basis points when compared to 3.53% for the second quarter of 2006. Average rates paid on bank certificates of deposit increased 78 basis points from 4.25% for the quarter ended June 30, 2006 to 5.03% for the quarter ended June 30, 2007, while our average cost of borrowed funds increased 19 basis points during the second quarter of 2007 compared to the same period in 2006. Total interest expense increased $1.2 million or 33.8% during the second quarter of 2007 compared to the same period in 2006, primarily the result of increased market rates paid on certificates of deposit. For the six months ended June 30, 2007, our cost of funds was 4.33% an increase of 94 basis points when compared to 3.39% for the same period in 2006. Average rates paid on bank certificates of deposit increased 91 basis points from 4.10% to 5.01% for the first six months of 2007, while our cost of borrowed funds increased 105 basis points compared to the same period a year ago. Total interest expense increased $2.7 million or 37.6% during the six months of 2007 compared to the same period in 2006, the result of increased volume of interest-bearing liabilities and increased market rates paid on these liabilities. The volume of average interest-bearing liabilities increased approximately $32.3 million for the six months of 2007 compared with the same period in 2006.

The banking industry uses two key ratios to measure profitability of net interest income: net interest rate spread and net interest margin. The net interest rate spread measures the difference between the average yield on earning assets and the average rate paid on interest-bearing liabilities. The net interest rate spread does not consider the impact of non-interest-bearing deposits and gives a direct perspective on the effect of market interest rate movements. The net interest margin is defined as net interest income as a percentage of total average earning assets and takes into account the positive effects of investing non-interest bearing deposits in earning assets.

Our annualized net interest margin, on a tax-equivalent basis and net of the allowance for loan losses, for the three months ended June 30, 2007 was 3.69% compared to 4.19% in the second quarter of 2006 while our net interest spread decreased 63 basis points during the same period. For the six months ended June 30, 2007, our net interest margin, on a tax-equivalent basis and net of allowance for loan losses, was 3.70% compared to 4.14% in the six moths of 2006 while our net interest spread decreased 68 basis points. The decrease in our net interest margin and spread is the result of increased competitive pricing for money market accounts and certificates of deposit.

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Average interest-bearing liabilities, as a percentage of interest-earning assets for the quarters ended June 30, 2007 and 2006 were 81.5% and 80.6%, respectively. For the six months ended June 30, 2007, average interest-bearing liabilities as a percentage of interest-earning assets were 81.6% compared to 83.5% for the six months ended June 30, 2006.

Margin pressure began to decline in the second quarter of 2007 as our net interest margin began to level out, declining only 2 basis points from the first quarter of 2007. Management plans to improve net interest income by growing our balance sheet while maintaining a constant or improving interest margin. Our margin should benefit from the June 2007 retirement of trust preferred securities that carried an interest rate of LIBOR plus 345 basis points.

Average Consolidated Balance Sheets and Net Interest Analysis Fully on Tax Equivalent Basis

For the three months ended June 30, 2007 and 2006

	Average Balance		2007 Yield/ Rate		Income/ Expense		Average Balance		2006 Yield/ Rate		Income/ Expense
	(Dollars in thousands)
Assets
Loans – net (1)	$	421,305	7.94	%	$	8,342	$	401,774	7.67	%	$	7,687
Taxable securities		96,807	4.68	%		1,129		79,526	4.43	%		878
Non-taxable securities (2)		32,658	5.64	%		459		28,814	5.61	%		403
Other investments		5,990	6.50	%		97		6,264	6.28	%		98
Total interest-earning assets		556,760	7.22	%	$	10,027		516,378	7.04	%	$	9,066
Cash and due from banks		14,976						19,517
Bank premises and equipment, net		24,437						20,123
Other assets		18,696						17,495
Total assets	$	614,869					$	573,513
Liabilities and Shareholders’ Equity
Interest-bearing deposits	$	410,061	4.11	%	$	4,202	$	381,490	3.28	%	$	3,122
Short-term borrowings		43,701	6.45	%		703		8,608	4.85	%		104
Long-term obligations		—	—	%		—		26,310	6.72	%		441
Total interest-bearing liabilities		453,762	4.34	%		4,905		416,408	3.53	%		3,667
Non-interest-bearing deposits		91,905						94,221
Other liabilities		5,504						3,224
Shareholders’ equity		63,698						59,660
Total liabilities and Shareholders’ equity	$	614,869					$	573,513
Net interest income and net interest margin (FTE) (3)			3.69	%	$	5,122			4.19	%	$	5,399
Interest rate spread (FTE) (4)			2.88	%					3.51	%

(1) Average loans include non-accruing loans, net of allowance for loan losses. Amortization of deferred loan fees of $ 195 thousand and $136 thousand for periods ended June 30, 2007 and 2006, respectively, are included in interest income.

(2) Yields on tax-exempt investments have been adjusted to a fully taxable-equivalent basis (FTE) using the federal income tax rate of 34%.

The taxable equivalent adjustment was $156 thousand and $137 thousand for periods ended June 30, 2007 and 2006, respectively.

(3) Net interest margin is computed by dividing net interest income by total earning assets.

(4) Interest rate spread equals the earning asset yield minus the interest-bearing liability rate.

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For the six months ended June 30, 2007 and 2006

	Average Balance		2007 Yield/ Rate		Income/ Expense		Average Balance		2006 Yield/ Rate		Income/ Expense
	(Dollars in thousands)
Assets
Loans – net (1)	$	415,499	7.98	%	$	16,452	$	394,097	7.55	%	$	14,747
Taxable securities		96,592	4.71	%		2,256		76,362	4.56	%		1,726
Non-taxable securities (2)		32,717	5.65	%		917		28,915	5.62	%		806
Other investments		12,822	5.88	%		374		7,050	6.32	%		221
Total interest-earning assets		557,630	7.23	%	$	19,999		506,424	6.97	%	$	17,500
Cash and due from banks		15,131						20,837
Bank premises and equipment, net		24,094						19,695
Other assets		18,332						19,607
Total assets	$	615,187					$	566,563
Liabilities and Shareholders’ Equity
Interest-bearing deposits	$	412,608	4.10	%	$	8,385	$	383,644	3.17	%	$	6,026
Short-term borrowings		42,391	6.58	%		1,383		12,753	3.42	%		216
Long-term obligations		—	—	%		—		26,310	6.55	%		855
Total interest-bearing liabilities		454,999	4.33	%		9,768		422,707	3.39	%		7,097
Non-interest-bearing deposits		90,575						81,305
Other liabilities		5,665						3,424
Shareholders’ equity		63,948						59,127
Total liabilities and Shareholders’ equity	$	615,187					$	566,563
Net interest income and net interest margin (FTE) (3)			3.70	%	$	10,231			4.14	%	$	10,403
Interest rate spread (FTE) (4)			2.90	%					3.58	%

(1) Average loans include non-accruing loans, net of allowance for loan losses. Amortization of deferred loan fees of $ 430 thousand and $271 thousand for periods ended June 30, 2007 and 2006, respectively, are included in interest income.

(2) Yields on tax-exempt investments have been adjusted to a fully taxable-equivalent basis (FTE) using the federal income tax rate of 34%.

The taxable equivalent adjustment was $312 thousand and $274 thousand for periods ended June 30, 2007 and 2006, respectively.

(3) Net interest margin is computed by dividing net interest income by total earning assets.

(4) Interest rate spread equals the earning asset yield minus the interest-bearing liability rate.

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The following table presents the relative impact on net interest income of average outstanding balances (volume) of earning assets and interest-bearing liabilities and the rates earned and paid by us on such assets and liabilities. Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amount of the change in each category.

Change in Interest Income and Expense on Tax Equivalent Basis

For the three months ended June 30, 2007 and 2006

Increase (Decrease) in interest income and expense due to changes in:

	2007 compared to 2006
	Volume (1)			Rate (1)			Net
	(Dollars in thousands)
Loans	$	380		$	275		$	655
Taxable securities		196			55			251
Non-taxable securities (2)		54			2			56
Other investments		(4	)		3			(1	)
Interest income		626			335			961
Interest-bearing deposits		263			817			1,080
Short-term borrowings		494			105			599
Long-term obligations		(220	)		(221	)		(441	)
Interest expense		537			701			1,238
Net interest income	$	89		$	(366	)	$	(277	)

(1) The combined rate/volume variance for each category has been allocated equally between rate and volume variances.

(2) Yields on tax-exempt investments have been adjusted to a fully taxable-equivalent basis (FTE) using the federal income tax rate of 34%. The taxable equivalent adjustment was $156 thousand and $137 thousand for periods ended June 30, 2007 and 2006, respectively.

For the six months ended June 30, 2007 and 2006

Increase (Decrease) in interest income and expense due to changes in:

	2007 compared to 2006
	Volume (1)			Rate (1)			Net
	(Dollars in thousands)
Loans	$	824		$	881		$	1,705
Taxable securities		465			65			530
Non-taxable securities (2)		106			5			111
Other investments		175			(22	)		153
Interest income		1,570			929			2,499
Interest-bearing deposits		522			1,837			2,359
Short-term borrowings		734			433			1,167
Long-term obligations		(427	)		(428	)		(855	)
Interest expense		829			1,842			2,671
Net interest income	$	741		$	(913	)	$	(172	)

(1) The combined rate/volume variance for each category has been allocated equally between rate and volume variances.

(2) Yields on tax-exempt investments have been adjusted to a fully taxable-equivalent basis (FTE) using the federal income tax rate of 34%. The taxable equivalent adjustment was $312 thousand and $274 thousand for periods ended June 30, 2007 and 2006, respectively.

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Provision for loan losses

During the second quarter 2007 management implemented improvements to the methodology used to estimate the allowance for loan loss (“AFLL”). As a result, at June 30, 2007 we reduced our AFLL balance by $539 thousand which resulted in a negative provision expense of $489 thousand and $99 thousand, respectively, thousand for the three- and six-month periods ended June 30, 2007. As a percentage of loans, the AFLL was reduced to 1.02% down from 1.13% at December 31, 2006. The provision for loan losses charged to operations during the three and six months ended June 30, 2006 was $200 thousand and $400 thousand, respectively. The Bank had net charge-offs of $139 thousand for the quarter ended June 30, 2007 compared to net charge-offs of $53 thousand during the second quarter of 2006. For the six-month periods ended June 30, 2007 and 2006, the Bank had net charge-offs of $151 thousand and $51 thousand, respectively. We use the results of our allowance for loan loss model to estimate the dollar amount of provision expense needed to maintain the adequacy of our allowance for loan losses. Our management analyzes the adequacy of the allowance on a monthly basis and adjustments to the provision expense are made as necessary. Also, see Asset Quality.

Noninterest income

Noninterest income, principally charges and fees assessed for the use of our services, is a significant contributor to net income. The following table presents the components of noninterest income for the three- and six-periods ended June 30, 2007 and 2006.

	For the Three Months Ended June 30, 2007		Changes from the Prior Year					For the Six Months Ended June 30, 2007		Changes from the Prior Year
			Amount			%				Amount			%
	(Dollars in thousands)
Service charges on deposit accounts	$	764	$	(56	)	(6.8	)	$	1,534	$	(79	)	(4.9	)
Other service charges and fees		403		16		4.1			729		126		20.9
Mortgage origination brokerage fees		313		87		38.5			561		121		27.5
Income from bank owned life insurance		73		(19	)	(20.7	)		145		(12	)	(7.6	)
Other operating income		32		8		33.3			297		246		482.4
Total noninterest income	$	1,585	$	36		2.3		$	3,266	$	402		14.0

Noninterest income increased $36 thousand or 2.3% to $1.59 million for the second quarter of this year compared to $1.55 million for the same period in 2006. For the six months ended June 30, 2007, noninterest income increased $402 thousand or 14.0% to $3.27 million compared to $2.86 million for the same period in 2006. The increase in noninterest income in the second quarter of 2007 is primarily due to an increase in mortgage origination brokerage fees of $87 thousand generated by our mortgage loan department compared to the previous year period. The increase in mortgage loan origination fees during the period were partially offset by decreases of fees on service charges on deposit accounts and income from bank owned life insurance of $56 thousand and $19 thousand, respectively. The year to date increase in noninterest income is primarily the result of the recapture of $240 thousand representing our allowance for losses on unfunded loan commitments. During the first quarter of 2007, management reviewed its unfunded loan commitments and found no outstanding loan commitments that were doubtful of collection if the commitment were funded and therefore determined such reserves were no longer needed. The increase in other service charges and fees compared to the prior year period is the result of increased merchant discount income generated by our merchant services unit. Year to date mortgage loan origination brokerage fees increased $121 thousand compared to the previous year six- month period as we continue to expand our mortgage loan origination effort. The above mentioned increases in noninterest income for the first six months of 2007 compared to same period in 2006, were partially offset by a decrease in service charges on deposit accounts as we experienced a decrease in overdraft protection fees of $56 thousand and a decrease in service charge fees of $25 thousand on demand deposits.

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Noninterest expense

Noninterest expense increased 16.3% and 14.5%, respectively for the three and six months ended June 30, 2007, as compared to the same periods in 2006. The increases in the three-month and six-month periods are principally due to general increases in salary and benefits expense, professional fees and other operating expense. The following table presents the components of noninterest expense for the three- and six-months ended June 30, 2007 and dollar and percentage changes from the prior year.

	For the Three Months Ended June 30, 2007		Changes from the Prior Year			For the Six Months Ended June 30, 2007		Changes from the Prior Year
			Amount		%			Amount		%
	(Dollars in thousands)
Salaries	$	2,066	$	219	11.9	$	4,046	$	428	11.8
Retirement and other employee benefits		723		53	7.9		1,393		61	4.6
Occupancy		430		15	3.6		862		52	6.4
Equipment		548		98	21.8		1,047		179	20.6
Professional fees		168		138	460.0		474		395	500.0
Supplies		144		69	92.0		198		40	25.3
Telephone		137		7	5.4		269		32	13.5
Other operating expenses		1,025		136	15.3		1,913		107	5.9
Total noninterest expenses	$	5,241	$	735	16.3	$	10,202	$	1,294	14.5

Salaries and benefits increased 10.8% and 9.9%, respectively for the three and six months ended June 30, 2007, as compared to the same periods in 2006. Salaries and benefits increased $272 thousand for the three-month period ended June 30, 2007 compared to the same period of 2006, as we staffed four new branches opening in the coming months and hired three management trainees during the second quarter of 2007 as we prepare for future growth. On a six month comparison between 2007 and 2006, salaries and benefits increased $489 thousand or 9.9% due to the addition of business development officers in some of our newer markets, additional mortgage loan originators to our expanding mortgage loan brokerage service, one additional member to financial services sales group and the aforementioned branch staffing and trainees. As of June 30, 2007, we had 217 full time equivalent employees and operated 22 full service banking offices.

Occupancy expense increased $15 thousand or 3.6% during the second quarter of 2007 compared to the second quarter of 2006 and $52 thousand or 6.4% in the first half of 2007 when compared to the same period in 2006. The increase in both the three- and six-month periods is primarily due to cost associated with the new branches being opened.

Equipment expense increased during the second quarter of 2007 by $98 thousand or 21.8% compared to the second quarter of 2006 and when compared on a year-to-date basis, equipment expense increased $179 thousand or 20.6%. Early in 2007 management elected to outsource the Bank’s check processing function. We accelerated the remaining depreciation on our check processing equipment and software to coincide with our back-office change-over scheduled to occur in June of 2007 which resulted in depreciation expense increasing $96 thousand during the second quarter of 2007 compared to the second quarter of 2006 and increased our equipment depreciation expense on comparative 2007 and 2006 year to date basis by $193 thousand. The decision to outsource is expected to produce cost savings in future periods.

Professional fees, which include consulting, audit and legal fees, increased $138 thousand for the three months ended June 30, 2007 compared to the same period of 2006 and increased $395 thousand when compared on a year to date basis to the prior year period. Consulting expense during the second quarter increased $83 thousand and accounted for most of the increase in professional fees as loan related consulting fees increased by $21 thousand while our Human Resources department incurred $31 thousand in consultant fees and our Information Technology (“IT”) department contracted a third party vendor to perform intrusion testing on the Bank’s network at a cost of $16

21

thousand. On a year to date basis, consulting expense increased $205 thousand in 2007 when compared to the same period in 2006. Loan related consulting expense during the first six months of 2007 increased $100 thousand over the prior year period while our Human Resources and IT departments accounted for $76 thousand and $11 thousand, respectively, of the year to date increase. Audit and accounting fees in the second quarter of 2007 increased $16 thousand over audit fees incurred during the second quarter of 2006 and for the six month period ended June 30, 2007 audit fees increased $149 thousand over the prior year six month period, a portion of which can be contributed to Sarbanes-Oxley Section 404 compliance as we became an accelerated filer for 2007. Legal fees increased $39 thousand during the second quarter of 2007 compared to the second quarter of 2006 and increased $40 thousand for the first six months of 2007 compared to the same period of 2006 due to increased general corporate reporting and disclosure matters.

Supplies expense increased $69 thousand in the second quarter of 2007 compared to same period of 2006 and for the comparative six-month basis we experienced an increase of $40 thousand, primarily the result of outsourcing our item processing which required us to purchase various new forms and documents.

Other operating expenses increased $136 thousand or 15.3% from $889 thousand for the three months ended June 30, 2006 to $1.0 million for the three months ended June 30, 2007. Most of this increase in the second quarter of 2007 is attributable to an other-than-temporary impairment charge of $90 thousand we recorded against our original equity position of $300 thousand in a company formed to provide trust services for community banks. For the six-month period ended June 30, 2007 and 2006, other operating expense increased $107 thousand or 5.9%. In addition to the above mentioned other-than-temporary impairment charge, we experienced increases in other outside service of $58 thousand, increased corporate franchise taxes of $40 thousand and increased recruiting expense of $27 thousand. These increases over the prior year six-month period were partially offset by decreases in advertising and public relations of $35 thousand, decreased courier expense of $30 thousand as a result of outsourcing our item processing and a decrease of $31 thousand of credit card scorecard expense (redemption of reward points on credit cards that were sold in the fourth quarter of 2005).

Income taxes

Income tax expense for the three months ended June 30, 2007 and 2006 was $542 thousand and $690 thousand, respectively, resulting in effective tax rates of 30.1% and 32.8%, respectively. For the six-month period ending June 30, 2007, tax expense was $0.9 million compared to $1.2 million for the same period of 2006, which resulted in effective tax rates of 28.3% and 31.8%, respectively. The decreased effective tax rate in 2007 is due to a higher ratio of tax-exempt to taxable income compared to 2006. The effective tax rates in both years differ from the federal statutory rate of 34.0% primarily due to tax-exempt interest income.

Balance Sheet

Our total assets were $629.6 million at June 30, 2007, $624.1 million at December 31, 2006 and $579.1 million at June 30, 2006. Deposit growth and short-term borrowings primarily funded our year-over-year asset growth. For the twelve months ended June 30, 2007, we grew our loans $23.2 million or 5.6% while our deposits grew by approximately $40.0 million or 8.4%. Year-over-year, our earning assets grew through loan originations and additions to our available-for-sale investment securities portfolio. For the six months ended June 30, 2007, we experienced increased loan demand as loans outstanding increased $18.7 million and deposits increased by $6.0 million.

Loans

As of June 30, 2007, total loans had increased to $436.6 million, up 4.5% from total loans of $417.9 million at December 31, 2006 and up 5.6% from total loans of $413.4 million at June 30, 2006. The year-over-year and first six months of 2007 increase in loan demand is primarily due to loan growth occurring in our branches in our newer markets. Loan growth can also be attributed to our branching efforts and the efforts of our lending team. For the six months ended June 30, 2007, loan demand on the Outer Banks of North Carolina has been a little flatter than we usually see at this time of year due to a slowing of new construction of vacation rental homes on the Outer Banks. However, vacation home rentals are up over last year and the resulting retail business has been brisk. We expect the Outer Banks’ economy to remain strong.

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Asset Quality

As a result of the Interagency Policy Statement of the Allowance for Loan and Lease Losses jointly issued in December 2006 by the federal banking regulatory agencies, management re-evaluated and adjusted the methodology it uses to estimate the allowance for loan losses. At June 30, 2007, our allowance for loan losses as a percentage of loans was 1.02%, down from 1.13% at December 31, 2006. In evaluating the allowance for loan losses, we prepare a statistically-based analysis of our current loan portfolio through the use of historical loss rates, homogeneous risk analysis grouping to include probabilities for loss in each group by risk grade, estimation of years to impairment in each homogeneous grouping, analysis of internal credit processes, past due loan portfolio performance and overall economic conditions, both regionally and nationally.

Homogeneous loan groups are assigned risk factors based on their perceived loss potential and on their respective risk ratings. The Bank utilizes a system of nine possible risk ratings. The risk ratings are established based on perceived probability of loss. All loans risk rated “doubtful” and “loss” are removed from their homogeneous group and individually analyzed for impairment as detailed in FAS 114. Other groups of loans based on certain asset quality indicators and loan size may be selected for impairment review. Loans are considered impaired if, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is based on either the fair value of the underlying collateral, the present value of the future cash flows discounted at the historical effective interest rate stipulated in the loan agreement, or the estimated market value of the loan. In measuring the fair value of the collateral, management uses a comparison to the recent selling price of similar assets, which is consistent with those that would be utilized by unrelated third parties.

A portion of the Bank’s allowance for loan losses is not allocated to any specific category of loans. This unallocated portion of the allowance reflects the elements of imprecision and estimation risk inherent in the calculation of the overall allowance. Due to the subjectivity involved in determining the overall allowance, including the unallocated portion, the portion of the allowance considered unallocated may fluctuate from period to period based on management’s evaluation of the factors affecting the assumptions used in calculating the allowance, including historical loss experience, current and expected economic conditions and geographic conditions.

While we believe that although our management uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments to the allowance for loan losses, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the final determination. Because these factors and management’s assumptions are subject to change, the allocation is not necessarily indicative of future loan portfolio performance.

Net charge-offs for the first half of 2007 totaled $151 thousand compared to net charge-offs of $51 thousand during the first half of 2006. We recognized a negative provision of $99 thousand for the six months ended June 30, 2007 as a result of our adjusted allowance calculation discussed above. The provision for loan losses charged to operations for the six months ended June 30, 2006 was $400 thousand. The following table presents an analysis of the changes in the allowance for loan losses for the six months ended June 30, 2007 and 2006.

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Analysis of Changes in Allowance for Loan Losses

	For the six months Ended June 30,
	2007			2006
	(Dollars in thousands)
Total loans outstanding at end of period-gross	$	436,610		$	413,432
Average loans outstanding-gross	$	420,361		$	398,920
Allowance for loan losses at beginning of period	$	4,725		$	4,650
Loans charged off:
Real estate		—			—
Installment loans		(28	)		(10	)
Credit cards and related plans		—			—
Commercial and all other loans		(134	)		(59	)
Total charge-offs		(162	)		(69	)
Recoveries of loans previously charged off:
Real estate		—			7
Installment loans		11			3
Credit cards and related plans		—			2
Commercial and all other loans		—			6
Total recoveries		11			18
Net charge offs		(151	)		(51	)
Provision for loan losses		(99	)		400
Allowance for loan losses at end of period	$	4,475		$	4,999
Ratios
Annualized net charge offs to average loans during the period		0.07	%		0.03	%
Allowance for loan losses to loans at period end		1.02	%		1.21	%
Allowance for loan losses to nonperforming loans at period end		341	%		1,013	%

Nonperforming Assets

Nonperforming assets consist of loans not accruing interest, restructured debt and real estate acquired in settlement of loans and other repossessed collateral. It is our policy to place loans on nonaccrual status when any portion of principal or interest becomes 90 days past due, or earlier if full collection of principal and interest becomes doubtful. When loans are placed on nonaccrual status, interest receivable is reversed against interest income in the current period. Interest payments received thereafter are applied as a reduction to the remaining principal balance so long as doubt exists as to the ultimate collection of the principal. Loans are removed from nonaccrual status when they become current as to both principal and interest and when the collectibility of principal or interest is no longer doubtful. Nonperforming assets were $1.6 million and $0.4 million, or 0.36% and 0.10% of loans outstanding at June 30, 2007 and December 31, 2006, respectively as nonaccrual loans increased by $1.1 million during the second quarter. On June 30, 2007, our nonperforming assets consisted of nonperforming loans (nonaccruing and restructured loans) of $1.3 million, $0.3 million in repossessions and we had no foreclosed properties. The increase in nonperforming loans during the second quarter of 2007 is principally the result of placing two loans (both loans to same borrower) secured by commercial real estate totaling approximately $0.9 million on nonaccrual status. We anticipate liquidating the property with little or no loss during the third quarter of 2007.

Loans considered impaired under SFAS No. 114

We review our nonperforming loans and other groups of loans based on loan size or other factors for impairment under SFAS No. 114. At June 30, 2007, we had loans totaling $12.2 million (which includes $1.3 million in nonperforming loans) which were considered to be impaired under SFAS No. 114 compared to $0.1 million at December 31, 2006. The increase in volume of loans considered impaired is primarily due to changing economic conditions in the past several months (primarily management’s perception of the effect of the real estate slowdown in several of our primary market areas on some of the Bank’s borrowers). Loans are considered impaired if, based on current information, circumstances or events, it is probable that the Bank will not collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. However, treating a loan as impaired does not necessarily mean that we expect to incur a loss on that loan, and our impaired loans may include loans that

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currently are performing in accordance with their terms. For example, if we believe it is probable that a loan will be collected, but not according to its original agreed upon payment schedule, we may treat that loan as impaired even though we expect that the loan will be repaid or collected in full. As indicated in the table below, when we believe a loss is probable on an impaired loan, a portion of our reserve is allocated to that probable loss.

The following table sets forth the number and volume of loans considered impaired under SFAS No. 114 and their associated reserve allocation, if any, at June 30, 2007.

	Number of Loans	Loan Balances Outstanding		Allocated Reserves
	(Dollars in millions)
Non-accruals loans	5	$	1.2	$	0.3
Restructured loans	3		0.1		—
Total nonperforming loans	8	$	1.3	$	0.3
Other impaired loans with allocated reserves	7		6.4		1.3
Impaired loans without allocated reserves	5		4.5		—
Total impaired loans	20	$	12.2	$	1.6

Investment Securities and Other Assets

The composition of our securities portfolio reflects our investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of income. Our securities portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for investing available funds, furnishing liquidity and supplying securities to pledge as required collateral for certain deposits and borrowed funds. We use two categories to classify our securities: “held-to-maturity” and “available-for-sale.” Currently, none of our investments are classified as held-to-maturity. While we have no plans to liquidate a significant amount of our securities, the securities classified as available-for-sale may be sold to meet liquidity needs should management deem it to be in our best interest.

Our investment securities totaled $125.4 million at June 30, 2007, $125.9 million at December 31, 2006 and $104.7 million at June 30, 2006. The increase in investment securities of $20.7 million or 19.8% when compared to June 30, 2006 is principally due to a $25.0 million “prefund” strategy implemented early in the fourth quarter of 2006. We preinvested future cash flows with short-term borrowing in order to capture currently available high yields versus waiting for cash roll off later that may have to be reinvested at lower rates. Additions to the investment securities portfolio depend to a large extent on the availability of investable funds that are not otherwise needed to satisfy loan demand. Investable funds not otherwise utilized are temporarily invested as federal funds sold or as interest-bearing balances at other banks, the level of which is affected by such considerations as near-term loan demand and liquidity needs.

At June 30, 2007, the securities portfolio had unrealized net losses of approximately $3.6 million, which are reported in accumulated other comprehensive loss on the consolidated statement of shareholders’ equity, net of tax. Our securities portfolio at June 30, 2007 consisted of U.S. government sponsored agencies, collateralized mortgage obligations (CMOs), mortgage-backed securities (MBS), equity securities and tax-exempt municipal securities.

We currently have the ability to hold our available-for-sale investment securities to maturity except for equity securities. However, should conditions change, we may sell unpledged securities. We consider the overall quality of the securities portfolio to be high. All securities held are traded in liquid markets. As of June 30, 2007, we owned securities from issuers in which the aggregate amortized cost from such issuers exceeded 10% of our shareholders’ equity. As of June 30, 2007 the amortized cost and market value of the securities from such issuers were as follows:

	Amortized Cost		Market Value
	(Dollars in thousands)
Federal National Mortgage Corporation	$	28,251	$	26,937
Federal Home Loan Mortgage Corporation		20,424		19,791
Federal Home Loan Banks		34,176		33,742

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At June 30, 2007, we held $7.9 million in bank owned life insurance, compared to $7.7 million and $7.6 million at December 31, 2006 and June 30, 2006, respectively.

Deposits and Other Borrowings

Deposits

Deposits totaled $518.3 million as of June 30, 2007 compared to deposits of $512.2 million at December 31, 2006 and up 8.4% compared to deposits of $478.3 million at June 30, 2006. We attribute our deposit growth during the twelve months ended June 30, 2007 to our management team attracting new customers from other financial institutions and our branching efforts. We believe that we can continue to improve our core deposit funding by improving our branching network and providing more convenient opportunities for customers to bank with us. We anticipate that our deposits will continue to increase during 2007.

Other Borrowings

Short-term borrowings include sweep accounts, advances from the Federal Home Loan Bank of Atlanta (the “FHLB”) having maturities of one year or less, Federal Funds purchased and repurchase agreements. Our short-term borrowings totaled $40.8 million at June 30, 2007, compared to $31.1 million on December 31, 2006, a net increase of $9.7 million due an additional $5.0 million 30 day advance from the FHLB and increased repurchase agreement balances of $4.7 million.

Long-Term Obligations

On June 26, 2007, we redeemed all of our junior subordinated debentures ($10.3 million) originally issued June 26, 2002 and as a result we had no long-term obligations as of June 30, 2007.

Liquidity

Liquidity refers to our continuing ability to meet deposit withdrawals, fund loan and capital expenditure commitments, maintain reserve requirements, pay operating expenses and provide funds for payment of dividends, debt service and other operational requirements. Liquidity is immediately available from five major sources: (a) cash on hand and on deposit at other banks; (b) the outstanding balance of federal funds sold; (c) lines for the purchase of federal funds from other banks; (d) lines of credit established at the FHLB, less existing advances; and (e) our investment securities portfolio. All our debt securities are of investment grade quality and, if the need arises, can be promptly liquidated on the open market or pledged as collateral for short-term borrowing.

Consistent with our general approach to liquidity management, loans and other assets of the Bank are funded primarily using a core of local deposits, retail repurchase agreements and the Bank’s capital position. To date, these core funds, supplemented by FHLB advances and a modest amount of brokered deposits, have been adequate to fund loan demand in our market areas, while maintaining the desired level of immediate liquidity and an investment securities portfolio available for both immediate and secondary liquidity purposes. It is anticipated that funding sources in the future will include continued use of brokered deposits and, additionally, institutional deposits obtained through the Internet.

We are a member of the FHLB. Membership, along with a blanket collateral commitment of our one-to-four family residential mortgage loan portfolio, as well as our commercial real estate loan portfolio, provided us the ability to draw up to $125.9 million and $124.8 million of advances from the FHLB at June 30, 2007 and December 31, 2006, respectively. At June 30, 2007, we had outstanding FHLB advances totaling $8.0 million compared to $3.0 million and $16.0 million at December 31, 2006 and June 30, 2006, respectively.

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As a requirement for membership, we invest in stock of the FHLB in the amount of 1% of our outstanding residential loans or 5% of our outstanding advances from the FHLB, whichever is greater. That stock is pledged as collateral for any FHLB advances drawn by us. At June 30, 2007, we owned 14,822 shares of the FHLB’s $100 par value capital stock, compared to 12,293 and 18,143 shares at December 31, 2006 and June 30, 2006, respectively. No ready market exists for such stock, which is carried at cost.

We also had unsecured federal funds lines in the aggregate amount of $27.0 million available to us at June 30, 2007 under which we can borrow funds to meet short-term liquidity needs. At June 30, 2007, we had no borrowings outstanding under these federal funds lines. Another source of funding is loan participations sold to other commercial banks (in which we retain the servicing rights). We believe that our liquidity sources are adequate to meet our operating needs.

Net cash provided by operations during the six months ended June 30, 2007 totaled $1.8 million, compared to net cash provided by operations of $4.6 million for the same period in 2006. Net cash used in investing activities decreased to $21.3 million for the six months ended June 30, 2007, as compared to $31.5 million for the same period in 2006 primarily due to the decrease in net loan originations. Net cash provided by financing activities was $4.7 million for the first half of 2007, compared to net cash provided of $29.9 million for the same period in 2006 due primarily to $24.3 million in net proceeds from issuance of common stock in 2006. Cash and cash equivalents at June 30, 2007 were $25.2 million compared to $21.9 million at June 30, 2006.

Capital Resources

Shareholders’ Equity

Shareholders’ equity increased by approximately $0.6 million to $63.4 million at June 30, 2007 from $62.8 million at December 31, 2006. We generated net income of $2.2 million, experienced an increase in net unrealized loss on available-for-sale securities of $0.9 million, issued 19,750 shares of common stock or $0.2 million related to exercise of stock awards and recognized stock based compensation expense of $0.1 million on incentive stock awards. We declared cash dividends of $1.0 million or $0.35 per share during the first half of 2007.

We are subject to various regulatory capital requirements administered by our federal banking regulators. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by these regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines involving quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by the FDIC to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets (each as defined in the regulations). As a bank holding company, we also are subject, on a consolidated basis, to the capital adequacy guidelines of the Federal Reserve Board. The capital requirements of the Federal Reserve Board are similar to those of the FDIC governing the Bank. As of June 30, 2007, we and the Bank met all capital adequacy requirements to which we are subject.

During the first half of 2007, we experienced a decline in our Tier 1 capital ratios when compared to the periods ending December 31, and June 30, 2006. This decline is primarily due to our decision to call $10.3 million of junior subordinated debentures and the related trust preferred securities in June 2007.

Based on the most recent notification from the FDIC, the Bank is well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category.

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Our and the Bank’s actual capital ratios are presented in the following table:

	To be well capitalized under prompt corrective action provisions Ratio			Minimum required for capital adequacy purposes Ratio			Our Ratio		Bank’s Ratio
As of June 30, 2007:
Tier 1 Capital (to Average Assets)	³	5.00	%	³	3.00	%	10.68	%	8.96	%
Tier 1 Capital (to Risk Weighted Assets)	³	6.00	%	³	4.00	%	12.80		10.74
Total Capital (to Risk Weighted Assets)	³	10.00	%	³	8.00	%	13.67		11.61
As of December 31, 2006:
Tier 1 Capital (to Average Assets)	³	5.00	%	³	3.00	%	12.05	%	8.81	%
Tier 1 Capital (to Risk Weighted Assets)	³	6.00	%	³	4.00	%	15.08		11.04
Total Capital (to Risk Weighted Assets)	³	10.00	%	³	8.00	%	16.04		12.00
As of June 30, 2006:
Tier 1 Capital (to Average Assets)	³	5.00	%	³	3.00	%	12.54	%	9.08	%
Tier 1 Capital (to Risk Weighted Assets)	³	6.00	%	³	4.00	%	15.12		10.97
Total Capital (to Risk Weighted Assets)	³	10.0	0%	³	8.00	%	16.17		12.02

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods.

The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities. The structure of the Company’s loan and deposit portfolios is such that a significant decline in interest rates may adversely impact net market values and net interest income. The Company does not maintain a trading account nor is the Company subject to currency exchange risk or commodity price risk. Interest rate risk is monitored as part of the Company’s asset/liability management function.

Management does not believe there has been any significant change in the overall analysis of financial instruments considered market risk sensitive, as measured by the factors of contractual maturities, average interest rates and estimated fair values, since the analysis prepared and presented in conjunction with the Form 10-K Annual Report for the fiscal year ended December 31, 2006.

Item 4. Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures in accordance with

28

Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in enabling us to record, process, summarize and report in a timely manner the information required to be disclosed in reports we file under the Exchange Act. We review our disclosure controls and procedures, which may include our internal control over financial reporting, on an ongoing basis and may from time to time make changes aimed at enhancing their effectiveness. In connection with the above evaluation of our disclosure controls and procedures, no change in our internal control over financial reporting was identified that occurred during the quarterly period ended June 30, 2007, and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2006, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

(a) Our Annual Meeting of Shareholders was held on April 17, 2007.

(b) At our Annual Meeting, the three Directors listed in the following table were elected for terms of three years or until their respective successors are duly elected and qualified. Our incumbent Directors whose terms of office continued after the meeting are: George T. Davis, Jr., Gregory C. Gibbs, John F. Hughes, Jr., Bryant Kittrell III, B. Martelle Marshall and R. S. Spencer, Jr.

Voting for Directors was as follows:

	For	Withheld	Broker Non-vote
Arthur H. Keeney III	2,475,442	34,694	none
Joseph T. Lamb, Jr.	2,475,417	34,719	none
Michael D. Weeks	2,506,136	4,000	none

In addition to the election of Directors, the following proposal was voted on and approved at the Annual Meeting:

1. Proposal to ratify the selection of Dixon Hughes PLLC as our independent auditors as described under the caption “Ratification of Selection of Independent Auditor” in our Proxy Statement dated March 21, 2007 (approved by an affirmative vote of 2,474,434 shares or 100.0% of the shares that voted, 0 negative votes, 35,702 shares abstaining and no broker non-votes).

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Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) (furnished herewith)
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) (furnished herewith)
32	Certification pursuant to 18 U.S.C. Section 1350 (furnished herewith)

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SIGNATURES

In accordance with 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 thereunto duly authorized.

	ECB BANCORP, INC.
	(Registrant)
Date: August 9, 2007	By:	/s/ Arthur H. Keeney III
		Arthur H. Keeney III
		President & CEO
Date: August 9, 2007	By:	/s/ Gary M. Adams
		Gary M. Adams
		Senior Vice President & CFO

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EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) (furnished herewith)
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) (furnished herewith)
32	Certification pursuant to 18 U.S.C. Section 1350 (furnished herewith)

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