Independent Auditors' Consent




The Board of Directors
Cooperative Bankshares, Inc.:

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


/s/ KPMG LLP

Raleigh, North Carolina
March 25, 2004