8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 19, 2007

ECB BANCORP, INC.

(Exact name of registrant as specified in its charter)

North Carolina	000-24753	56-2090738
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Post Office Box 337 Engelhard, North Carolina	27824
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (252) 925-9411

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 19, 2007, we announced our results of operations for the three and nine months ended September 30, 2007. A copy of our press release is being furnished as Exhibit 99.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

Exhibits. The following Exhibit is being furnished with this Report.

Exhibit No.	Exhibit Description
99.1	Copy of our press release dated October 19, 2007

Disclosures About Forward Looking Statements

Statements in this Report and its 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 our Annual Report on Form 10-K and in other documents we file with the Securities and Exchange Commission from time to time. Copies of those reports are available through our Internet website at www.ecbbancorp.com or directly through the Commission’s website at www.sec.gov. 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 our 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 our customers, actions of government regulators, the level of market interest rates, weather and similar conditions, particularly the effect of hurricanes on our banking and operations facilities and on our customers and the communities in which we do business, and changes in general economic conditions and 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 we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this paragraph. We have no obligation, and do not intend, to update these forward-looking statements.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized.

	ECB BANCORP, INC.
	(Registrant)
Date: October 22, 2007	By:	/s/ Gary M. Adams
		Gary M. Adams
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

PRESS RELEASE

October 19, 2007

CONTACT:	ECB Bancorp, Inc.
	Gary M. Adams/Chief Financial Officer
	(252) 925-5525
	(252) 925-8491 facsimile
	Gary.Adams@ecbbancorp.com

FOR IMMEDIATE RELEASE

ECB Bancorp, Inc. Reports 2007 Third Quarter Financial Results

ENGELHARD, N.C.-ECB Bancorp, Inc. (NASDAQ:ECBE) (“ECB” or the “Company”) today announced its results for the three and nine months ended September 30, 2007.

2007 Third Quarter Financial Highlights

For the three months ended September 30, 2007, net income was $1,335,000 or $.0.46 per diluted share which compares to net income for the three months ended September 30, 2006 of $1,695,000 or $0.58 per diluted share.

For the nine months ended September 30, 2007, net income was $3,544,000 or $1.22 per diluted share which compares to net income for the nine months ended September 30, 2006 of $4,208,000 or $1.58 per diluted share.

Other Financial Highlights include:

• Consolidated assets increased 5.03% to $629,679,000 at September 30, 2007 from $599,534,000 at September 30, 2006.

• Loans increased 4.11% to $440,340,000 at September 30, 2007 from $422,975,000 at September 30, 2006.

• Deposits increased 11.2% to $527,368,000 at September 30, 2007 from $474,232,000 at September 30, 2006.

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• Net interest income decreased 1.9% to $ 15,239,000 in the first nine months of 2007 from the year ago period. For the 2007 third quarter, net interest income decreased 1.6% to $5,320,000 compared to the third quarter of 2006.

• Non-interest income increased 5.00% to $4,848,000 in the first nine months in 2007 from the year ago period. For the 2007 third quarter, non-interest income decreased 9.8% to $1,582,000 from the 2006 third quarter.

• Declared quarterly dividend of $0.175 per share, or $0.70 per share on an annualized basis, representing a 2.9% increase over our 2006 annualized dividend.

The Company successfully sold an additional 862,500 shares of common equity in late March 2006 for $26.5 million to support ECB’s various strategic initiatives for expansion and growth over the next several years. The full impact of the sale of those shares on the Company’s earnings per share (basic and diluted) and ROAE results are realized in the 2007 third quarter and nine months financial results.

Arthur H. Keeney III, President and CEO stated: “Our report to you this quarter reminds me of an old Herman’s Hermits tune called “I’m Henry the VIII, I am”. The line that comes to mind is: “Second verse, same as the first”! In other words, there is not much new information to add to what we have previously mentioned as it now seems to be a waiting game for this cautionary economy to turn around. Meanwhile, ECB’s asset quality by any statistical measurement continues to remain above average relative to our peer group; capital levels also remain above average; loan demand in general remains sluggish and will take somewhat longer to normalize than we have previously estimated, although business loan demand in several markets recently seems to be improving slightly; and margins continue under pressure, although we should see some relief going forward on the pricing of deposits given the Federal Reserve’s 50 basis points Fed funds reduction during the quarter. It is encouraging to note that our net interest margin, after three consecutive quarters of decline, improved 14 basis points to 3.83% during the third quarter compared to 3.69% for the second quarter of 2007.

“Meanwhile, our three new branches in Greenville (Pitt County), Winterville (Pitt County) and Ocean Isle Beach (Brunswick County) have gotten off to a good start and have already generated an encouraging amount of deposits. Loan volume is coming along, albeit more slowly than we had forecast. We believe that ECB’s increased level of expenses associated with this branch expansion will begin to be offset in the near future as revenue grows. Although economic conditions are currently soft, it is our intent to continue to selectively expand our branch network in order to increase market share in the highly desirable coastal North Carolina market.

As a result of a variety of factors, including the broad brush of commotion and concern in the sub-prime mortgage market regarding residential mortgage credit and the softness of the economy resulting in a slowdown of financial performance, bank stocks continued to be under pressure during the third quarter and underperformed the market. ECB’s stock was no exception.

As a result, the Company recently announced that our Board of Directors had authorized the repurchase of up to 5% (146,000 shares) of the Company’s outstanding common stock. In addition to our continued targeted expansion plans for future growth and profitability, we feel the stock repurchase authorization will allow us to manage our capital and is in the best interest of our stockholders.”

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About ECB Bancorp, Inc.

ECB Bancorp, Inc. is a bank holding company, headquartered in Engelhard, North Carolina, whose wholly-owned subsidiary, The East Carolina Bank, is a state-chartered, independent community bank insured by the FDIC. The Bank provides a full range of financial services through its 23 offices covering eastern NC from Currituck to Ocean Isle Beach and Greenville to Hatteras. ECB also provides mortgages, insurance services through the Bank’s licensed agents, and investment and brokerage services offered through a third-party broker-dealer. The Company’s common stock is listed on The Nasdaq Global Market under the symbol “ECBE”. More information can be obtained by visiting ECB’s web site at www.ecbbancorp.com.

“Safe Harbor Statement” Under the Private Securities Litigation Reform Act of 1995

Statements in this Press Release 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.

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ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

September 30, 2007, December 31, 2006 and September 30, 2006

(Dollars in thousands, except per share data)

	September 30, 2007			December 31, 2006*			September 30, 2006
	(unaudited)						(unaudited)
Assets
Non-interest bearing deposits and cash	$	19,900		$	15,591		$	15,053
Interest bearing deposits		876			891			878
Overnight investments		525			23,575			6,775
Total cash and cash equivalents		21,301			40,057			22,706
Investment securities
Available-for-sale, at market value (cost of $126,491, $128,005 and $116,678 at September 30, 2007, December 31, 2006, and September 30, 2006, respectively)		124,581			125,860			114,449
Loans		440,340			417,943			422,975
Allowance for loan losses		(4,351	)		(4,725	)		(4,858	)
Loans, net		435,989			413,218			418,117
Real estate & repossessions acquired in settlement of loans, net		82			240			315
Federal Home Loan Bank common stock, at cost		1,775			1,229			2,354
Bank premises and equipment, net		24,693			23,042			21,181
Accrued interest receivable		5,020			4,619			4,524
Bank owned life insurance		7,958			7,741			7,663
Other assets		8,280			8,064			8,225
Total	$	629,679		$	624,070		$	599,534
Liabilities and Shareholders’ Equity
Deposits
Demand, noninterest bearing	$	105,547		$	96,890		$	99,100
Demand, interest bearing		97,211			94,569			87,738
Savings		18,187			19,809			21,400
Time		306,423			300,981			265,994
Total deposits		527,368			512,249			474,232
Accrued interest payable		2,877			2,363			2,240
Short-term borrowings		29,128			31,105			46,184
Long-term obligations		—			10,310			10,310
Other liabilities		4,967			5,250			4,795
Total liabilities		564,340			561,277			537,761
Shareholders’ equity
Common stock, par value $3.50 per share; authorized 10,000,000 shares; issued and outstanding 2,921,992 at September 30, 2007 and 2,902,242 at December 31, 2006 and September 30, 2006		10,188			10,119			10,119
Capital surplus		27,004			26,680			26,572
Retained earnings		29,342			27,333			26,453
Accumulated other comprehensive loss		(1,195	)		(1,339	)		(1,371	)
Total shareholders’ equity		65,339			62,793			61,773
Total	$	629,679		$	624,070		$	599,534

* Derived from audited consolidated financial statements.

ECB BANCORP, INC. AND SUBSIDIARY

Consolidated Income Statements

For three and nine months ended September 30, 2007 and 2006

	Three months ended September 30,				Nine months ended September 30,
	2007		2006		2007			2006
	(unaudited)		(unaudited)		(unaudited)			(unaudited)
Interest income:
Interest and fees on loans	$	8,651	$	8,176	$	25,103		$	22,923
Interest on investment securities:
Interest exempt from federal income taxes		302		263		907			795
Taxable interest income		1,091		855		3,300			2,505
Dividend income		17		—		27			—
FHLB stock dividends		24		24		61			100
Other Interest		125		49		499			270
Total interest income		10,210		9,367		29,897			26,593
Interest expense:
Deposits:
Demand accounts		527		357		1,363			901
Savings		23		27		71			83
Time		3,873		2,971		11,374			8,397
Short-term borrowings		467		161		1,850			377
Long-term obligations		—		446		—			1,301
Total interest expense		4,890		3,962		14,658			11,059
Net interest income		5,320		5,405		15,239			15,534
Provision for loan losses		—		50		(99	)		450
Net interest income after provision for loan losses		5,320		5,355		15,338			15,084
Noninterest income:
Service charges on deposit accounts		736		656		2,270			2,269
Other service charges and fees		445		505		1,174			1,108
Mortgage origination brokerage fees		243		264		804			704
Income from bank owned life insurance		72		70		217			227
Income from investments in SBIC’s		—		235		—			235
Recapture of reserve for unfunded loans		—		—		240			—
Other operating income		86		23		143			74
Total noninterest income		1,582		1,753		4,848			4,617
Noninterest expenses:
Salaries		2,221		1,901		6,267			5,519
Retirement and other employee benefits		709		681		2,102			2,013
Occupancy		483		408		1,345			1,218
Equipment		411		424		1,458			1,292
Professional fees		53		78		527			157
Supplies		116		78		314			236
Telephone		146		133		415			370
Other operating expenses		1,146		888		3,059			2,694
Total noninterest expenses		5,285		4,591		15,487			13,499
Income before income taxes		1,617		2,517		4,699			6,202
Income taxes		282		822		1,155			1,994
Net Income	$	1,335	$	1,695	$	3,544		$	4,208
Net income per share - basic	$	0.46	$	0.59	$	1.22		$	1.60
Net income per share - diluted	$	0.46	$	0.58	$	1.22		$	1.58
Weighted average shares outstanding - basic		2,912,779		2,886,440		2,906,610			2,638,050
Weighted average shares outstanding - diluted		2,918,690		2,910,721		2,912,313			2,663,337

ECB Bancorp, Inc.

Supplemental Quarterly Financial Data (Unaudited)

(Dollars in thousands, except per share data)

	9/30/2007			6/30/2007			3/31/2007			12/31/2006			9/30/2006
Income Statement Data:
Interest income	$	10,210		$	9,871		$	9,816		$	9,993		$	9,367
Interest expense		4,890			4,905			4863			4,830			3,962
Net interest income		5,320			4,966			4,953			5,163			5,405
Provision for loan losses		—			(489	)		390			(99	)		50
Net after provision expense		5,320			5,455			4,563			5,262			5,355
Noninterest income		1,582			1,585			1,681			1,566			1,753
Noninterest expense		5,285			5,241			4,961			5,038			4,591
Income before income taxes		1,617			1,799			1,283			1,790			2,517
Income taxes		282			542			331			416			822
Net income	$	1,335		$	1,257		$	952		$	1,374		$	1,695
Per Share Data and Shares Outstanding:
Net income – basic	$	0.46		$	0.43		$	0.33		$	0.48		$	0.59
Net income – diluted		0.46			0.43			0.33			0.47			0.58
Cash dividends		0.175			0.175			0.175			0.170			0.170
Book value at period end		22.36			21.71			21.84			21.64			21.28
Dividend payout ratio		38.04	%		40.70	%		53.03	%		35.42	%		28.81	%
Weighted-average number of common shares outstanding:
Basic		2,912,779			2,912,889			2,894,067			2,886,459			2,886,440
Diluted		2,918,690			2,922,143			2,911,899			2,910,743			2,910,721
Shares outstanding at period end		2,921,992			2,921,992			2,921,992			2,902,242			2,902,242
Balance Sheet data:
Total assets	$	629,679		$	629,573		$	616,042		$	624,070		$	599,534
Loans - gross		440,340			436,610			418,308			417,943			422,975
Allowance for loan losses		4,351			4,475			5,103			4,725			4,858
Investment securities		124,581			125,413			129,424			125,860			114,449
Interest earning assets		568,097			570,164			559,697			569,498			547,431
Premises and equipment, net		24,693			24,594			24,249			23,042			21,181
Total deposits		527,368			518,285			502,980			512,249			474,232
Short-term borrowings		29,128			40,825			41,588			31,105			46,184
Long-term obligations		—			—			—			10,310			10,310
Shareholders’ equity		65,339			63,436			63,821			62,793			61,773
Selected Performance Ratios: (annualized):
Return on average assets		0.85	%		0.82	%		0.62	%		0.89	%		1.16	%
Return on average shareholders’ equity		8.30	%		7.89	%		6.00	%		8.83	%		11.16	%
Net interest margin		3.83	%		3.69	%		3.71	%		3.77	%		4.21	%
Efficiency ratio		74.06	%		77.23	%		74.85	%		72.81	%		62.64	%
Asset Quality Ratios:
Nonperforming loans to period-end loans		0.06	%		0.30	%		0.04	%		0.04	%		0.04	%
Allowance for loan losses to period-end loans		0.99	%		1.02	%		1.22	%		1.13	%		1.15	%
Allowance for loan losses to nonperforming loans		1,738	%		341	%		3,074	%		2,568	%		2,570	%
Net charge-offs to average loans (annualized)		0.11	%		0.13	%		0.01	%		(0.03	)%		(0.05	)%
Capital Ratios:
Equity-to-assets ratio		10.38	%		10.08	%		10.36	%		10.06	%		10.30	%
Leverage Capital ratio		10.61	%		10.68	%		10.52	%		12.05	%		12.66	%
Tier 1 Capital ratio		12.84	%		12.80	%		13.03	%		15.08	%		14.94	%
Total Capital ratio		13.68	%		13.67	%		14.05	%		16.04	%		15.94	%

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