Consent of Independent Auditors



The Board of Directors
Cooperative Bankshares, Inc.:

We consent to incorporation  by reference in the  registration  statements (Nos.
333-92219, 333-22335 and 333-101442) on Form S-8 of Cooperative Bankshares, Inc.
of our report dated January 24, 2003, relating to the consolidated statements of
financial  condition  of  Cooperative  Bankshares,  Inc.  and  subsidiary  as of
December  31,  2002  and  2001,  and  the  related  consolidated  statements  of
operations,  comprehensive income, stockholders' equity, and cash flows for each
of the years in the  three-year  period ended  December  31, 2002,  which report
appears in the  December  31,  2002  annual  report on Form 10-K of  Cooperative
Bankshares, Inc.


                                                  /s/ KPMG LLP

Raleigh, North Carolina
March 26, 2003