[ECB Letterhead]
November 21, 2008
BY EDGAR FILING
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, DC 20549
| Re: | ECB Bancorp, Inc. |
Preliminary Proxy Statement on Schedule 14A
Filed November 5, 2008
File No. 000-24753
Dear Mr. Friar:
On behalf of ECB Bancorp, Inc. (“Company”), this letter is in response to comments received orally from the Staff subsequent to your original comment letter dated November 10, 2008 to Gary M. Adams with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”).
In response to the Staff’s oral comments, we have added the text under the caption “Pro Forma Effect” which appears on pages 9 through 14 of the Company’s definitive proxy statement filed today in Edgar.
* * * *
In addition, the Company acknowledges that:
| 1) | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| 2) | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| 3) | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
United States Securities and Exchange Commission
November 21, 2008
Page 2
If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to contact me at (252) 925-5525.
Sincerely,
/S/ Gary M. Adams
Gary M. Adams
Chief Financial Officer
