Exhibit 3 (c)

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          COASTAL FINANCIAL CORPORATION


     Coastal Financial  Corporation,  a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware,  does
hereby certify:

     1.   That at a  meeting  of the Board of  Directors  of  Coastal  Financial
          Corporation,  resolutions  were duly adopted  setting forth a proposed
          amendment of the  Certificate of  Incorporation  of said  corporation,
          declaring  said amendment to be advisable and calling a meeting of the
          stockholders  of  said  corporation  for  consideration  thereof.  The
          resolution setting forth the proposed amendment is as follows:

               RESOLVED,  that the  following  proposed  amendment  to the first
               sentence of Article VI of the  Certificate of  Incorporation,  as
               amended (the remainder of said Article VI shall remain  unchanged
               in all respects), is hereby declared advisable:

               "The  aggregate  number of shares of all classes of capital stock
               which the  Corporation  has authority to issue is 51,000,000,  of
               which 50,000,000 are to be shares of common stock, $.01 par value
               per  share,  and of which  1,000,000  are to be  shares of serial
               preferred stock, $.01 par value per share."

     2.   That thereafter, pursuant to resolution of its Board of Directors, the
          2006 Annual Meeting of Stockholders of Coastal  Financial  Corporation
          was duly called and held,  upon notice in accordance  with Section 222
          of the  General  Corporation  Law of the State of  Delaware,  at which
          meeting the  necessary  number of shares as  required by statute  were
          voted in favor of the amendment.

     3.   That said amendment was duly adopted in accordance with the provisions
          of  Section  242 of the  General  Corporation  Law  of  the  State  of
          Delaware.

     IN  WITNESS  WHEREOF,   Coastal  Financial   Corporation  has  caused  this
certificate  to be signed by its  authorized  officer  this 1st day of  February
2006.

                     By:     /s/ Michael C. Gerald
                             -------------------------------------
                             Michael C. Gerald
                             President and Chief Executive Officer

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