CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration
statement of Cooperative Bankshares, Inc. on Form S-8 (File No.
333-22335) of our report dated January 22, 1999, on our audits
of the consolidated financial statements of Cooperative
Bankshares, Inc. as of December 31, 1998 and 1997, and for each
of the three years in the period ended December 31, 1998, which
report is incorporated by reference in this Annual Report on
Form 10-K.



/s/ PricewaterhouseCoopers LLP


Raleigh, North Carolina
March 18, 1999