EXHIBIT 32

                             CERTIFICATE PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with  the  Quarterly  Report  on Form  10-Q of  Cooperative
Bankshares,  Inc.  (the  "Company")  as filed with the  Securities  and Exchange
Commission on August 11, 2004 (the "Report"), I, hereby certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act  of  2002  that,  to my  knowledge,  the  Report  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and the  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Company.



                                    By:/s/ Frederick Willetts, III
                                       ----------------------------------------
                                       Frederick Willetts, III
                                       Title:  President and Chief Executive
                                                Officer




                                    By:/s/ Todd L. Sammons
                                       -----------------------------------------
                                       Todd L. Sammons
                                       Title: Senior Vice President and Chief
                                               Financial Officer

Date: August 11, 2004