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): September 16, 2008

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 7.01. Regulation FD Disclosure.

On September 18, 2008, we announced that, at its meeting on September 16, 2008, our Board of Directors declared a cash dividend of $0.1825 per share of our common stock, payable on October 13, 2008, to shareholders of record on September 29, 2008.

We also announced that, at the same meeting, our Board of Directors authorized our repurchase of up to 145,000 shares of our outstanding common stock, and it authorized the Corporation to adopt a stock trading plan in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934. The shares may be purchased from time to time in open market transactions or solicited or unsolicited privately negotiated transactions, at our discretion, subject to factors such as stock price, our operating results, general economic and market conditions, and our available cash. The Board’s action approving share repurchases does not obligate us to acquire any particular amount of shares, and purchases may be suspended or discontinued at any time at our discretion. Any shares of stock we repurchase will be cancelled.

A copy of our press release is being furnished as Exhibit 99.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished with this Report:

Exhibit No.	Exhibit Description
99.1	Copy of our press release dated September 18, 2008

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: September 18, 2008	By:	/s/ Gary M. Adams
		Gary M. Adams
		Chief Financial Officer

EX-99.1

Exhibit 99.1

    PRESS RELEASE

September 18, 2008

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

FOR IMMEDIATE RELEASE

ECB BANCORP, INC. REPORTS DECLARATION OF

QUARTERLY CASH DIVIDEND AND

AUTHORIZATION OF SHARE REPURCHASES

ENGELHARD, NORTH CAROLINA ECB Bancorp, Inc. (Nasdaq: ECBE), the parent holding company of The East Carolina Bank (the “Bank”), announced today that, on September 16, 2008, the Corporation’s Board of Directors declared a quarterly cash dividend of $0.1825 per share, payable on October 13, 2008, to shareholders of record on September 29, 2008.

On an annualized basis, the Corporation’s 2008 dividend of $0.73 per share represents a 4.3% increase over the 2007 annual dividend of $0.70 per share.

The Corporation also announced today that its Board of Directors has renewed its approval given during 2007 for the Corporation to repurchase shares of its outstanding common stock. The Board’s action authorized the Corporation to repurchase up to an aggregate of 145,000 shares of its common stock during the ensuing twelve months. Shares may be purchased from time to time in open market transactions, or solicited or unsolicited privately negotiated transactions, at the Corporation’s discretion, subject to factors such as stock price, the Corporation’s operating results, general economic and market conditions, and the Corporation’s available cash.

In conjunction with the renewed share repurchase authority, the Board of Directors also approved the Corporation’s adoption of a stock trading plan in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934. Rule 10b5-1 allows public companies to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. The adoption of the stock trading plan will allow the Corporation to repurchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods.

Arthur H. Keeney III, President and Chief Executive Officer, stated that, “The continuation of our authority to repurchase shares will enable us to manage our capital and respond to changing market and business conditions, as appropriate.”

The Board’s action does not obligate the Corporation to purchase any particular amount of shares, and repurchases may be suspended or discontinued at any time at the Corporation’s discretion. Any shares of stock repurchased by the Corporation will be cancelled. During the twelve months preceding the Board’s action, the Corporation has repurchased a total of 36,496 shares of its common stock pursuant to the authority granted by the Board during 2007.

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 24 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.

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