SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

ECB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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(1) Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

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(4) Date Filed:

ECB BANCORP, INC.
Post Office Box 337
Engelhard, North Carolina 27824

---------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------------

The Annual Meeting of Shareholders of ECB Bancorp, Inc. ("Bancorp") will be
held at 11:00 a.m. on Wednesday, April 18, 2001, at the Washington Civic Center
located at 110 North Gladden Street, Washington, North Carolina.

The purposes of the meeting are:

1. Election of Directors. To elect three directors of Bancorp for terms of
three years or until their respective successors are duly elected and
qualified;

2. Ratification of Appointment of Independent Accountants. To consider a
proposal to ratify the appointment of KPMG LLP as Bancorp's independent
accountants for 2001; and,

3. Other Business. To transact any other business that may be properly
presented for action at the Annual Meeting.

You are invited to attend the Annual Meeting in person. However, even if you
plan to attend, you are requested to complete, sign and date the enclosed
appointment of proxy and return it promptly in the accompanying envelope to
ensure that a quorum is present at the Annual Meeting. Signing an appointment
of proxy will not affect your right to revoke it and to attend the Annual
Meeting and vote in person.

By Order of the Board of Directors
/s/ Arthur H. Keeney III
Arthur H. Keeney III
President and Chief Executive
Officer

March 20, 2001

ECB BANCORP, INC.
Post Office Box 337
Engelhard, North Carolina 27824

-----------------
PROXY STATEMENT
-----------------

ANNUAL MEETING OF SHAREHOLDERS

General

This Proxy Statement is being furnished to shareholders of ECB Bancorp, Inc.
("Bancorp") in connection with the solicitation by Bancorp's Board of Directors
of appointments of proxy in the enclosed form for use at the Annual Meeting of
Bancorp's shareholders (the "Annual Meeting") and at any adjournments of the
meeting. The Annual Meeting will be held at the Washington Civic Center located
at 110 North Gladden Street, Washington, North Carolina, at 11:00 a.m. on
Wednesday, April 18, 2001. This Proxy Statement is being mailed to Bancorp's
shareholders on or about March 20, 2001.

Appointment and Voting of Proxies

A form of "appointment of proxy" is included with this Proxy Statement which
names Arthur H. Keeney III, J. Dorson White, Jr., and Gary M. Adams (the
"Proxies") to act as proxies and represent shareholders at the Annual Meeting.
The Board of Directors requests that shareholders sign and date an appointment
of proxy and return it to Bancorp in the enclosed envelope.

Shares of Bancorp's common stock held of record by a shareholder who
correctly executes an appointment of proxy and returns it to Bancorp before the
Annual Meeting will be voted by the Proxies according to the shareholder's
directions. If no directions are given by the shareholder in the appointment of
proxy, then those shares will be voted by the Proxies "FOR" the election of
each of the three nominees for director named in Proposal 1 below and "FOR"
Proposal 2. If, at or before the time of the Annual Meeting, any nominee named
in Proposal 1 has become unable or unwilling to serve as a director for any
reason, the Proxies will have the discretion to vote for a substitute nominee
named by the Board of Directors. The Board of Directors is not aware of any
other business that will be brought before the Annual Meeting but, if any other
matter is properly presented for action by shareholders, the Proxies will be
authorized to vote shares represented by appointments of proxy according to
their best judgment.

Bancorp will pay all costs of this solicitation of appointments of proxy for
the Annual Meeting, including the costs of preparing and mailing this Proxy
Statement. In addition to solicitation by mail, appointments of proxy may be
solicited in person or by telephone by officers, employees and directors of
Bancorp and its subsidiary, The East Carolina Bank (the "Bank"), without
additional compensation.

Revocation of Appointment of Proxy

A shareholder who executes an appointment of proxy may revoke it at any time
before the voting takes place at the Annual Meeting by filing with Bancorp's
Secretary either a written instrument revoking it or an executed appointment of
proxy dated as of a later date, or by attending the Annual Meeting and
announcing an intention to vote in person.

Record Date

Bancorp's Board of Directors has set the close of business on March 8, 2001,
as the record date (the "Record Date") for determining which shareholders are
entitled to receive notice of and to vote at the Annual Meeting. A person must
be a shareholder of record on the Record Date in order to be eligible to vote
at the Annual Meeting.

Voting Securities

Bancorp's voting securities are the outstanding shares of its common stock,
par value $3.50 per share (the "Common Stock"), of which 2,067,623 shares were
outstanding on the Record Date. At the Annual Meeting, a shareholder may cast
one vote for each share held of record on the Record Date on each director to
be elected and on each other matter voted on by shareholders.

Voting Procedures; Votes Required for Approval

In the election of directors, the three nominees receiving the highest
numbers of votes will be elected. For Proposal 2 to be approved, the number of
votes cast in person and by proxy at the Annual Meeting in favor of the
proposal must exceed the number of votes cast against it. Abstentions and
broker non-votes will have no effect in the voting for directors or on Proposal
2. Shareholders may not vote cumulatively in the election of directors.

Beneficial Ownership of Securities

Principal Shareholder. The following table lists the only beneficial owner
of more than 5% of the outstanding shares of Common Stock as of the Record Date
that was known to management of Bancorp.

Name and address Amount and nature of Percent
of beneficial owner beneficial ownership of class
------------------- --------------------- ---------

Estate of C. Gilbert Gibbs................... 405,861 19.63%
Engelhard, NC

Management. The following table describes the beneficial ownership of
Bancorp's Common Stock as of the Record Date by its current directors, nominees
for election as directors, and Chief Executive Officer, individually, and by
all current directors and executive officers as a group.

Amount and nature of Percent
Name of beneficial owner beneficial ownership(1) of class(1)
------------------------ ----------------------- -----------

George T. Davis, Jr..................... 22,044(2) 1.06%
Gregory C. Gibbs........................ 5,878(2) .28%
John F. Hughes, Jr...................... 2,200 .11%
Arthur H. Keeney III.................... 10,189(2)(3) .49%
J. Bryant Kittrell III.................. 6,300(2) .30%
Joseph T. Lamb, Jr. .................... 24,208(2) 1.16%
B. Martelle Marshall.................... 3,267(2) .16%
Robert L. Mitchell...................... 2,526(2) .12%
R. S. Spencer, Jr....................... 68,063(2) 3.29%
Ray M. Spencer.......................... 7,923 .38%
All current directors and executive
officers as a group (13 persons)....... 163,157(2)(3) 7.88%

- --------
(1) Except as otherwise noted, the individuals named and included in the group
exercise sole voting and investment power with respect to all shares shown
as beneficially owned. Percentages are calculated based on 2,067,623 total
outstanding shares plus, in the case of each named individual and the
group, the number of additional shares (if any) that could be purchased by
that individual or by persons included in the group pursuant to currently
exercisable stock options.

(2) Includes the following numbers of shares with respect to which the
individuals named and included in the group have shared voting and
investment power: George T. Davis, Jr.--6,993 shares; Gregory C. Gibbs--
1,078 shares; J. Bryant Kittrell III--900 shares; Joseph T. Lamb, Jr.--
11,140 shares; B. Martelle Marshall--891 shares; Robert L. Mitchell--1,191
shares; R. S. Spencer, Jr.--29,164 shares; and all current directors and
executive officers as a group--126,454 shares.

(3) Certain individuals named and included in the group exercise sole voting
power only with respect to the following numbers of shares representing
unvested restricted stock awards pursuant to Bancorp's Omnibus Stock
Ownership and Long Term Incentive Plan: Arthur H. Keeney III--4,515 shares;
and all persons included in the group--9,342 shares. Also includes the
following shares that could be acquired by certain individuals named and
included in the group pursuant to currently exercisable stock options and
with respect to which shares each such person may be deemed to have sole
investment power only: Arthur H. Keeney III--1,474 shares; and all persons
included in the group--2,948 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Bancorp's directors and executive officers are required by federal law to
file reports with the Securities and Exchange Commission regarding the amount
of and changes in their beneficial ownership of Bancorp's Common Stock. Based
on its review of copies of those reports, Bancorp's proxy statement each year
is required to disclose failures to report shares beneficially owned or changes
in such beneficial ownership, and failures to timely file required reports,
during the previous fiscal year. During 2000, and as a result of administrative
oversight, reports by Bancorp's executive officers, Arthur H. Keeney III, J.
Dorson White, Jr., Gary M. Adams and William F. Plyler II, relating to their
receipt of restricted stock awards were filed after their due dates.

PROPOSAL 1: ELECTION OF DIRECTORS

Bancorp's Bylaws provide that its Board of Directors will consist of not
less than nine nor more than 15 members and authorize the Board of Directors to
set and change the actual number of Bancorp's directors from time to time
within those limits. The Board of Directors is divided into three classes and
directors are elected to staggered three-year terms. Each year, the terms of
the directors in one class expire and directors in that class are elected for
new three-year terms.

Nominees. The number of members of the Board of Directors currently is set
at ten. The terms of the following three current directors expire at the Annual
Meeting and each of them has been nominated by the Board of Directors for
reelection to a new three-year term.

Position(s)
with Bancorp First Principal occupation
Name Age and the Bank elected(1) and business experience
- ---- --- ----------------- ---------- ----------------------------------------------

Arthur H. Keeney III.... 57 President, Chief 1995 Executive officer of Bancorp and the Bank
Executive Officer
and Director

Joseph T. Lamb, Jr. .... 67 Director 1981 President, Joe Lamb, Jr. & Associates, Inc.
(real estate sales and rentals), Nags Head, NC

Ray M. Spencer.......... 78 Director 1974 Retired farmer, Swan Quarter, NC

- --------
(1) Each person first became a director of Bancorp during 1998 in connection
with Bancorp's organization as the Bank's holding company and previously
had served as a director of the Bank. "First elected" refers to the year in
which each individual first took office as a director of the Bank.

The Board of Directors recommends that shareholders vote "FOR" each of the
three nominees for director named above. The three nominees receiving the
highest numbers of votes will be elected.

Incumbent Directors. The following table contains information about the
remaining seven current directors of Bancorp whose terms extend beyond the date
of the Annual Meeting.

First
elected/
Position(s) current
with Bancorp term Principal occupation
Name Age and the Bank expires(1) and business experience
---- --- ------------- ----------- ----------------------------------------

George T. Davis, Jr. ... 46 Vice Chairman 1979 / 2003 Attorney; sole proprietor, Davis & Davis
(law firm), Swan Quarter, NC
Gregory C. Gibbs........ 40 Director 1994 / 2003 Financial Planner, Piedmont Carolinas
Group, LLC, Durham, NC (since 1999);
previously, student, NC State
University, Raleigh, NC (1996-1999)
John F. Hughes, Jr. .... 55 Director 1996 / 2003 Retired regional manager, North Carolina
Power, Inc. (utility company), Manteo,
NC
J. Bryant Kittrell III.. 49 Director 1990 / 2002 President, Kittrell & Associates, Inc.
(real estate development and sales),
Greenville, NC
B. Martelle Marshall.... 50 Director 1993 / 2002 Co-owner and co-manager, Martelle's
Restaurant, Engelhard, NC (since 1997);
previously conducted farming operations
Robert L. Mitchell...... 84 Director 1981 / 2003 Retired Magistrate (since 1995); Owner
of Mitchell's Barber Shop, Columbia, NC
R. S. Spencer, Jr. ..... 60 Chairman 1963 / 2002 President, R. S. Spencer, Inc. (retail
merchant), Engelhard, NC

Meetings and Committees of the Board of Directors

The Boards of Directors of Bancorp and the Bank are the same. During 2000,
the Board of Directors met twelve times, and each director attended 75% or more
of the aggregate number of meetings of the Board of Directors and of the
committees on which he served.

Bancorp's and the Bank's Boards of Directors have several joint committees,
including an Executive Committee, an Audit Committee, and a
Compensation/Incentive Committee.

The Executive Committee may act, between meetings of the Boards of
Directors, with all the authority of the full Boards, and also acts as a
nominating committee for Bancorp by making recommendations to the Board of
Directors regarding nominees for election as directors. Bancorp's Board of
Directors makes all final determinations regarding the selection of nominees.
The current members of the Committee are: Arthur H. Keeney III--Chairman,
George T. Davis, Jr., J. Bryant Kittrell III, and R. S. Spencer, Jr. The
Committee met once during 2000 in its capacity as a nominating committee. In
making its recommendations to the Board of Directors, the Committee will
consider candidates recommended by shareholders. Any such recommendation should
be made in writing and include a statement of the candidate's qualifications to
serve as a director.

The Compensation/Incentive Committee administers Bancorp's Omnibus Stock
Ownership and Long Term Incentive Plan and Annual Short Term Incentive Program.
It also approves the amounts of compensation paid to Bancorp's Chief Executive
Officer. The current members of the Committee are George T. Davis, Jr.--
Chairman, J. Bryant Kittrell III, and R. S. Spencer, Jr. The Committee met once
during 2000.

The Audit Committee reviews the work of the Bank's internal auditor and the
scope of the internal audit program. The Committee and the Board of Directors
engage independent public accountants to conduct an

annual audit of Bancorp's financial statements, and the Committee reviews
reports from the accounting firm and reports of examinations of Bancorp and the
Bank by their regulators. The current members of the Audit Committee are J.
Bryant Kittrell III--Chairman, Gregory C. Gibbs, John F. Hughes, Jr., B.
Martelle Marshall, and R. S. Spencer, Jr. Except as described below, each
member of the Audit Committee is "independent" as that term is defined by the
listing standards of The Nasdaq Stock Market. A copy of the Charter of the
Audit Committee as adopted by Bancorp's Board of Directors is included as
Appendix A to this Proxy Statement. During 2000, the Audit Committee met six
times.

During 2000, the Bank contracted to purchase three parcels of land from R.
S. Spencer, Jr., for a total price of $292,500. The purchase was completed
during January 2001. One parcel is located adjacent to the Bank's Main Branch
and will be used by the Bank for an additional corporate office building which
is needed as a result of the Bank's growth. The other two parcels, located
across the street, will be converted into an employee training center. Both
projects currently are in the design phase and are viewed by the Board of
Directors as critically needed expansions of the Bank's facilities. Prior to
execution of the agreement, the transaction was discussed with the Bank's
regulators, and the transaction and purchase price were approved by Bancorp's
Board of Directors after having received two independent appraisals of the
property prepared by disinterested third-party appraisers. As a result of the
transaction, Mr. Spencer may not qualify as an "independent" director for the
current year under the definition of that term contained in guidelines of The
Nasdaq Stock Market. However, Mr. Spencer's continued service on the Audit
Committee is permitted by Nasdaq's rules, and the Board of Directors believes
that his sale of property to the Bank does not affect his ability to exercise
independent judgment as a director or Committee member.

Audit Committee Report

The Audit Committee has (i) reviewed Bancorp's audited consolidated
financial statements for 2000 and discussed them with management, (ii)
discussed with Bancorp's independent accountants the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended, (iii) received
written disclosures and a letter from Bancorp's independent accountants
required by Independence Standards Board Standard No. 1, and (iv) discussed the
independence of Bancorp's accountants with the accountants. Based on the above
review and discussions, the Committee recommended to Bancorp's Board of
Directors that it approve inclusion of Bancorp's audited consolidated financial
statements in Bancorp's 2000 Annual Report on Form 10-KSB as filed with the
Securities and Exchange Commission.

The Audit Committee:

J. Bryant Kittrell III Gregory C. Gibbs John F. Hughes, Jr.
B. Martelle Marshall R. S. Spencer, Jr.

Director Compensation

During 2000, the Bank paid each of its directors a fee of $550 for each
Board meeting attended, and members of committees of the Bank's Board of
Directors received a fee of $450 for attendance at each meeting of the
Executive Committee and $300 for attendance at each meeting of other
committees. In addition, the Bank paid a retainer of $6,600 to the Chairman and
$3,000 to each other director. For 2001, the attendance fees have been
increased to $600, $550 and $350, respectively, and the annual retainers have
been increased to $8,200 for the Chairman and $4,000 for each other director.
Directors are reimbursed for travel expenses incurred in attending Board and
committee meetings. Directors do not receive any additional compensation for
their service as members of Bancorp's Board of Directors. As an officer and
employee, Mr. Keeney does not receive any fees for his service as a director of
the Bank or Bancorp.

Executive Officers

Bancorp's executive officers are listed below.

Arthur H. Keeney III, age 57, serves as President and Chief Executive
Officer of Bancorp and the Bank and has been employed by the Bank since 1995.

J. Dorson White, Jr., age 50, serves as Executive Vice President and Branch
Administrator of the Bank. He has been employed by the Bank since 1989.

Gary M. Adams, age 47, serves as Senior Vice President and Chief Financial
Officer of Bancorp and the Bank. He has been employed by the Bank since 1981.

William F. Plyler II, age 57, serves as Senior Vice President and Chief
Credit Officer of the Bank and has been employed by the Bank since 1995.

Executive Compensation

Cash Compensation. The following table shows, for the years indicated, the
cash and certain other compensation paid to or received or deferred by
Bancorp's and the Bank's Chief Executive Officer. Bancorp's executive officers
are compensated by the Bank for their services as officers of the Bank, and
they receive no salaries or other cash compensation for their services as
officers of Bancorp.

SUMMARY COMPENSATION TABLE

Annual compensation (1) Long term compensation
------------------------ -------------------------
Restricted Securities
stock underlying All other
Name and Salary awards options compensation
principal position Year ($)(2) Bonus ($) ($)(3) (#)(4) ($)(5)
- ------------------------ ---- ------------ ----------- ----------- ----------- ------------

Arthur H. Keeney III (6) 2000 140,000 26,219 -0- 4,200 15,544
President and 1999 130,000 21,450 16,822 -0- 16,673
Chief Executive Officer 1998 112,001 28,000 -0- 4,422 15,558

- --------
(1) In addition to compensation paid in cash, Bancorp's and the Bank's
executive officers receive certain personal benefits. The value of non-cash
benefits received each year by Mr. Keeney did not exceed 10% of his cash
compensation.

(2) Includes amounts of salary deferred at Mr. Keeney's election pursuant to
the Bank's Section 401(k) plan.

(3) Reflects the value at the date of grant of 1,500 restricted shares of
Common Stock awarded to Mr. Keeney during 1999 pursuant to Bancorp's
Omnibus Stock Ownership and Long Term Incentive Plan (the "Omnibus Plan").
The value of those shares as of December 31, 2000, was $18,750. Following
the date of grant, the award becomes vested with respect to 25% of the
shares at the end of three years and with respect to an additional 35% and
40% of the shares at the end of the fourth and fifth years, respectively.
Cash dividends are paid on the shares during the vesting period at the same
rate at which they are paid on other outstanding shares of Bancorp's common
stock.

(4) Reflects shares which are subject to stock options granted pursuant to the
Omnibus Plan. (See "Stock Options" below.)

(5) The amount reported for 2000 consists of $9,149 in premiums paid by the
Bank on an insurance policy used to fund a supplemental retirement plan
established by the Bank for Mr. Keeney, and $6,395 in contributions made by
the Bank to the Section 401(k) plan for Mr. Keeney's account.

(6) Mr. Keeney serves as President and Chief Executive Officer of the Bank
pursuant to an employment agreement which provided for an initial term of
three years. At the end of each year, the term is automatically extended
for one additional year, absent notice of non-renewal from the Bank. The
agreement may be terminated by the Bank for conduct constituting "cause"
(as defined in the agreement). Under the agreement, Mr. Keeney is entitled
to discretionary bonuses as may be determined by the Board of Directors
from time to time, and he has agreed not to compete with the Bank in the
areas in which it does business following the termination of his
employment. If, following a "change in control" of the Bank, Mr. Keeney's
employment is terminated without cause or his duties are substantially
reduced relative to his position prior to such transaction, he will be
entitled to receive an amount equal to 2.99 times the average of his
salary, cash bonus, and incentive payments during the preceding three
years.

Stock Options. At the 1998 Annual Meeting, the Bank's shareholders approved
an Omnibus Stock Ownership and Long Term Incentive Plan (the "Omnibus Plan")
which, among other things, provided for the grant of options ("Stock Options")
to purchase shares of the Bank's common stock. Upon consummation of the 1998
reorganization in which Bancorp became the Bank's parent holding company,
Bancorp assumed the Omnibus Plan as its own and all outstanding Stock Options
previously granted by the Bank under the Omnibus Plan and which remained
outstanding were converted into Stock Options to purchase shares of Bancorp's
Common Stock.

The following table contains information regarding Stock Options granted
under the Omnibus Plan to Bancorp's Chief Executive Officer during 2000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual grants
- -------------------------------------------------------------------------------
Potential
realizable
value at
assumed
annual rates of
stock
No. of securities % of total price
underlying options/SARs appreciation
options/SARs granted to Exercise or for option term
granted employees in base price Expiration ---------------
Name (#)(1) fiscal year ($/share)(1) date 5% ($) 10% ($)
- ---- ----------------- ------------ ------------ ---------- ------- -------

Arthur H. Keeney III.... 4,200 50.2% 10.00 02/16/10 $26,414 $66,937

- --------
(1) The options were granted on February 16, 2000, and become exercisable as to
one-third of the covered shares on February 16 of each year, beginning in
2003, and expire ten years following the date of grant.

The following table contains information regarding all Stock Options held by
Bancorp's Chief Executive Officer under the Omnibus Plan at December 31, 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

Number of securities underlying Value of
unexercised unexercised in-the-money
Shares options at FY-end options at FY-end (3)
acquired Value ------------------------------------- -------------------------
Name on exercise realized Exercisable Unexercisable(2) Exercisable Unexercisable
- ---- ----------- -------- -------------- ------------------ ----------- -------------

Arthur H. Keeney III.... (1) -- -0- 4,200 -0- $10,500
-0- 4,422 -0- -0-

- --------
(1) No options were exercised during 2000.

(2) Options for 4,200 shares were granted on February 16, 2000, and options for
4,422 shares were granted on January 21, 1998 (as adjusted in accordance
with the terms of the Omnibus Plan to give effect to the three-for-one
stock split which was effective on July 22, 1998).

(3) Reflects the amount by which the aggregate market value on December 31,
2000, of the underlying shares exceeded the aggregate exercise price of
each of the options. As of December 31, 2000, the options for 4,422 shares
had no value as the market value of the underlying shares did not exceed
the exercise price of those options.

Transactions with Management

The Bank has had, and expects to have in the future, banking transactions in
the ordinary course of its business with certain of its current directors,
nominees for director, executive officers, and their associates. All loans
included in those transactions during 2000 were made on substantially the same
terms, including interest rates, repayment terms and collateral, as those
prevailing at the time those loans were made for comparable transactions with
other persons and did not involve more than the normal risk of collectibility
or present other unfavorable features.

During 2000, the Bank contracted to purchase three parcels of land from R.
S. Spencer, Jr. Further information regarding that transaction is contained
under the caption "Meetings and Committees of the Board of Directors."

George T. Davis Jr., is an attorney. He provided legal services to the Bank
during 2000 and is expected to continue to provide those services during 2001.

PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS

Appointment of Independent Accountants

Bancorp's current independent accounting firm, KPMG LLP, has been
reappointed by the Board of Directors to serve as Bancorp's independent
accountants for 2001, and a proposal to ratify that appointment will be
submitted for voting by shareholders at the Annual Meeting. Representatives of
KPMG LLP are expected to attend the Annual Meeting and be available to respond
to appropriate questions, and they will have the opportunity to make a
statement if they desire to do so.

The Board of Directors recommends that shareholders vote "FOR" Proposal 2.
To be approved, the number of votes cast in person and by proxy at the Annual
Meeting in favor of the proposal must exceed the number of votes cast against
it.

Services and Fees During 2000

As Bancorp's independent accountants for 2000, KPMG LLP provided various
audit and non-audit services for which Bancorp and the Bank were billed for
fees as further described below. Bancorp's Audit Committee has considered
whether KPMG LLP's provision of non-audit services is compatible with
maintaining its independence.

Audit Fees. KPMG LLP audited Bancorp's annual consolidated financial
statements for the year ended December 31, 2000, included in its 2000 Annual
Report on Form 10-KSB, and, during 2000, it reviewed the condensed consolidated
financial statements included in Bancorp's Quarterly Reports on Form 10-QSB.
The aggregate amount of fees billed to Bancorp for those services was $84,000.

Financial Information Systems Design and Implementation Fees. During 2000,
KPMG LLP did not provide any services related to financial information systems
design and implementation.

All Other Fees. In addition to the services listed above, during 2000, KPMG
LLP provided certain other services for which the aggregate amount of fees
billed to Bancorp and the Bank was $19,275.

PROPOSALS FOR 2002 ANNUAL MEETING

Any proposal of a shareholder which is intended to be presented for action
at the 2002 Annual Meeting must be received by Bancorp in writing at its main
office in Engelhard, North Carolina, no later than November 20, 2001, to be
considered timely received for inclusion in the proxy statement and form of
appointment of proxy distributed by Bancorp in connection with that meeting. In
order for a proposal to be included in Bancorp's proxy materials for a
particular meeting, the person submitting the proposal must own, beneficially
or of record, at least 1% or $2,000 in market value of shares of Bancorp's
Common Stock entitled to be voted on that proposal at the meeting and must have
held those shares for a period of at least one year and continue to hold them
through the date of the meeting. Also, the proposal and the shareholder
submitting it must comply with certain other eligibility and procedural
requirements contained in rules of the Securities and Exchange Commission.

Written notice of a shareholder proposal intended to be presented at the
2002 Annual Meeting, but which is not intended to be included in Bancorp's
proxy statement and form of appointment of proxy, must be received by Bancorp
at its main office in Engelhard, North Carolina, no later than February 3,
2002, in order for that proposal to be considered timely received for purposes
of the Proxies' discretionary authority to vote on other matters presented for
action by shareholders at that meeting.

ADDITIONAL INFORMATION

Bancorp is subject to the reporting requirements of the Securities Exchange
Act of 1934 and files reports and other information, including proxy
statements, annual reports and quarterly reports, with the Securities and
Exchange Commission.

A copy of Bancorp's 2000 Annual Report on Form 10-KSB as filed with the
Securities and Exchange Commission accompanies this Proxy Statement.

March 20, 2001

APPENDIX A

ECB BANCORP, INC.
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee of ECB
Bancorp, Inc.'s (the "Company") primary duties and responsibilities are to:

. Monitor the integrity of the financial reporting process and systems of
internal controls regarding finance, accounting, and legal compliance,
of the Company and its subsidiary, The East Carolina Bank (the "Bank").

. Monitor the independence and performance of the Company's independent
auditors and internal auditing department.

. Provide an avenue of communication among the independent auditors,
management, the internal auditing department, and the Board of
Directors.

. Encourage adherence to, and continuous improvement of, the Company's and
the Bank's policies, procedures, and practices at all levels.

. Review areas of potential significant financial risk to the Company.

II. Audit Committee Composition and Meetings

Audit Committee shall meet applicable requirements of the National
Association of Security Dealers, Inc. for the Company's common stock to remain
listed on the NASDAQ SmallCap Market as well as applicable requirements of bank
regulatory agencies having jurisdiction over the Company and the Bank. The
Audit Committee shall be comprised of at least three and not more than six
directors as determined by the Board. Each committee member shall be an
independent non-executive director, free from any relationship that would
interfere with the exercise of his or her independent judgement. All members of
the Committee shall have a basic understanding of finance and accounting and be
able to read and understand fundamental financial statements, and at least one
member of the Committee shall have accounting or related financial management
expertise.

"Independent non-executive directors" are defined as:

. Not employed as an officer by the company in the past three years.

. Not have an immediate family member that has been employed as an
executive officer of the company in the past three years.

. Not received more than $60,000 in compensation from the company or any
of its affiliates for non-board services in the past year.

. Not a partner in, or a controlling shareholder or an executive officer
of any for profit business organization to which the corporation made,
or from which the corporation received, payments (other than those
arising solely from investments in the corporation's securities) that
exceed 5% of the corporation's or business organization's consolidated
gross revenues for that year, or $200,000, whichever is more, in any of
the past three years.

. Not a director who is employed as an executive of another entity where
any of the company's executives serve on that entity's compensation
committee.

"Basic understanding of finance and accounting" and "financial expertise"
are defined as:

. All members must be able to read and understand fundamental financial
statements, including a company's balance sheet, income statement, and
cash flow statement.

. At least one member will have past employment experience in finance or
accounting, or any other comparable experience or background which
results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities.

Audit Committee members shall be appointed by the Board on recommendation of
the Nominating Committee. The members of the Audit Committee shall designate a
Chair by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. The Audit Committee Chair shall prepare and/or approve
an agenda in advance of each meeting. The Committee shall meet privately in
executive session at least annually with management, the director of the
internal auditing department, and the independent auditors, to discuss any
matters that the Committee or each of these groups believes should be
discussed. At the Committee's pleasure they may ask members of management or
others to attend meetings and provide pertinent information as necessary. In
addition, the Committee shall direct the independent auditors to communicate
directly with them, or to the Chair, at any time there are significant findings
or issues regarding accounting principles, practices, and judgements during the
auditors' quarterly limited review procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually. Submit
the charter to the Board of Directors for approval and have the document
published at least every three years in accordance with SEC regulations.

2. Review the Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices, and judgements.

3. In consultation with management, the independent auditors, and the internal
auditors, consider the integrity of the Company's financial reporting
processes and controls. Discuss significant financial risk exposures and the
steps management has taken to monitor, control, and report such exposures.
Review significant findings prepared by the independent auditors and the
internal auditing department together with management's responses.

4. Quarterly financial results will be discussed by financial management with
the Committee and the other Board members prior to the filing of the
company's quarterly financial statements. If the independent auditors have
notified the Committee or Chair of significant findings or issues regarding
accounting principles, practices, and judgements during the quarterly
limited review the Committee shall review with financial management and the
independent auditors the company's quarterly financial results prior to
filing the quarterly financial statements.

Independent Auditors

5. The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the performance
of the auditors, review the fees or other significant compensation to be
paid to the independent auditors, and annually recommend to the Board of
Directors the appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.

A-2

6. On an annual basis, prior to the filing of the company's proxy statement,
the Committee shall ensure receipt from the Company's independent auditors
of written disclosure delineating relationships between the auditors and the
Company that may impact the auditors' independence or objectivity, and
discuss any such relationships with the auditors and take or recommend any
action necessary to ensure the auditors' independence.

7. Review the independent auditors' audit plan. This review will include a
discussion of scope, staffing, locations, reliance upon management, and
internal audit and general audit approach.

8. Prior to releasing year-end earnings, a representative of the Committee will
make inquiry of the independent auditors and the independent auditors will
contact the Committee representative to determine whether there are
significant findings or issues regarding accounting principles, practices,
and judgements that need to be reported to the Committee and, if so, discuss
those matters with the auditors before earnings are released. Prior to the
filing of the Company's Form 10-KSB, discuss with the independent auditors
those matters required to be communicated to the Committee in accordance
with AICPA SAS 61. The items to be communicated include:

. The auditor's responsibility under Generally Accepted Auditing
Standards.

. Significant accounting policies.

. Management judgements and accounting estimates.

. Significant audit adjustments.

. Other information in documents containing audited financial statements.

. Disagreements with management--including accounting principles, scope of
audit, disclosures.

. Consultations with other accountants by management.

. Major issues discussed with management prior to retention.

. Difficulties encountered in performing the audit.

. Review of the year end results including the financial statements
(Annual Report).

. SAS 61 findings.

9. Consider the independent auditors' judgements about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

Internal Audit Department and Legal Compliance

10. Review the plan, changes in plan, activities, organizational structure, and
qualifications of the internal audit department, as needed. The internal
audit department shall be responsible to the Chief Executive Officer, but
have direct reporting responsibility to the Board of Directors through the
Committee.

11. Review and approve the appointment, performance, and replacement of the
Senior Internal Audit Executive.

12. Review significant reports prepared by the internal audit department
together with management's response and follow-up to these reports.

13. On at least an annual basis, review with the Company's counsel, any legal
matters that could have a significant impact on the organization's
financial statements, the Company's compliance with applicable laws and
regulations, and inquiries received from regulators or governmental
agencies.

A-3

14. Review all reports concerning any significant fraud or regulatory
noncompliance that occurs at the Company. This review should include
consideration of the internal controls that should be strengthened to
reduce the risk of a similar event in the future.

Other Audit Committee Responsibilities

15. Annually prepare a report to shareholders as required by the Securities and
Exchange Commission. The report should be included in the Company's annual
proxy statement.

16. Review annual financial statements with management and, if appropriate,
recommend financial statements be included in Form 10-KSB.

17. Perform any other activities consistent with this Charter, the Company's
by-laws, State and Federal banking regulations applicable to the Company or
the Bank, and any other governing law, as the Committee or the Board deems
necessary or appropriate.

18. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A-4

ECB BANCORP, INC.
Post Office Box 337
Engelhard, NC 27824
APPOINTMENT OF PROXY
SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby appoints Arthur H. Keeney, III, J. Dorson White, Jr., and
Gary M. Adams (the "Proxies"), and any substitute appointed by them, as the
undersigned's attorneys and proxies, and authorizes each of them, jointly and
severally, to represent and vote as directed below all shares of the common
stock of ECB Bancorp, Inc. ("Bancorp") held of record by the undersigned on
March 8, 2001, at the Annual Meeting of Bancorp's shareholders (the "Annual
Meeting") to be held at the Washington Civic Center, Washington, North Carolina,
at 11:00 a.m. on Wednesday, April 18, 2001, and at any adjournments thereof. The
undersigned directs that the shares represented by this appointment of proxy be
voted as follows:

1. ELECTION OF DIRECTORS: Proposal to elect three directors of Bancorp for
three-year terms or until their successors are duly elected and qualified.

[ ] FOR all nominees listed below (except as indicated otherwise on the
line below.

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below

Nominees: Arthur H. Keeney, III, Joseph T. Lamb, Jr., and Ray M. Spencer

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
write the nominee's name(s) on the line below.

---------------------------------------------------------------------------

2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal to
ratify the appointment of KPMG LLP as Bancorp's independent accountants
for 2001.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. OTHER BUSINESS: On such other matters as may properly be presented for
action at the Annual Meeting, the Proxies are authorized to vote the shares
represented by this appointment of proxy in accordance with their best
judgment.

PLEASE DATE AND SIGN THIS APPOINTMENT OF PROXY ON THE REVERSE SIDE AND RETURN IT
- --------------------------------------------------------------------------------
TO BANCORP IN THE ENVELOPE PROVIDED.
------------------------------------

THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED AS DIRECTED
ABOVE. IN THE ABSENCE OF ANY DIRECTION, THOSE SHARES WILL BE VOTED "FOR" THE
ELECTION OF EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSAL 2. IF,
AT OR BEFORE THE ANNUAL MEETING, ANY NOMINEE LISTED IN PROPOSAL 1 HAS BECOME
UNABLE OR UNWILLING TO SERVE AS A DIRECTOR FOR ANY REASON, THE PROXIES ARE
AUTHORIZED TO VOTE FOR A SUBSTITUTE NOMINEE NAMED BY THE BOARD OF DIRECTORS.
THIS APPOINTMENT OF PROXY MAY BE REVOKED BY THE HOLDER OF THE SHARES TO WHICH IT
RELATES AT ANY TIME BEFORE IT IS EXERCISED BY FILING WITH THE SECRETARY OF
BANCORP A WRITTEN INSTRUMENT REVOKING IT OR A DULLY EXECUTED APPOINTMENT OF
PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING AND ANNOUNCING
HIS OR HER INTENTION TO VOTE IN PERSON.

DATED: ________________________________ , 2001

_______________________________________________________
Signature

_______________________________________________________
Joint Signature (if shares are held jointly)

Instruction: Please sign above exactly as your name appears on this appointment
-------
of proxy. Joint owners of shares should both sign. Fiduciaries or other persons
----
signing in a representative capacity should indicate the capacity in which they
are signing.

IMPORTANT: TO ENSURE THAT A QUORUM IS PRESENT AT THE ANNUAL MEETING, PLEASE SIGN
AND RETURN YOUR APPOINTMENT OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. RETURNING A SIGNED APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO
REVOKE IT OR TO ATTEND THE MEETING AND VOTE IN PERSON.