SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. LAWYERS OFFICES Mailing Address 2500 Wachovia Capitol Center P.O. Box 2611 Raleigh, North Carolina 27601 March 15, 2004 Raleigh, North Carolina 27602-2611 JASON L. MARTINEZ DIRECT DIAL: (919) 821-6675 TELEPHONE: (919) 821-1220 E-Mail: jmartinez@smithlaw.com FACSIMILE: (919) 821-6800 VIA EDGAR U.S. Securities and Exchange Commission Office of Application and Report Services 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Four Oaks Fincorp, Inc. "Preliminary Copies" of Proxy Statement and Related Matters Securities and Exchange Commission File No.: 0-22787 Dear Sir or Madam: On behalf of our client, Four Oaks Fincorp, Inc. (the "Company"), and pursuant to Rules 14a-3 and 14a-6 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), enclosed for filing with the Commission are the following "preliminary copies" of proxy materials, in connection with the 2004 Annual Meeting of Shareholders: i) Cover page in the form set forth in Schedule 14A entitled: Schedule 14A Information. ii) A preliminary copy of the Proxy Statement, including brief letter to shareholders, Notice of Annual Meeting of Shareholders, and as appendices, Audit Committee Charter, proposed Amendment to Articles of Incorporation (subject of Proposal 2) and preliminary copy of the form of Proxy. Definitive proxy materials are intended to be released to shareholders of the Company commencing on or about April 5, 2004. The Company has informed us that the officials responsible for the preparation of the enclosed proxy materials have made every effort to verify the accuracy and completeness of the information required by the applicable rules. Please contact the undersigned at the telephone number or address shown above to discuss any questions you may have or if we otherwise may be of assistance. Very truly yours, SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P. By: /s/ Jason L. Martinez Cc: Mr. Ayden R. Lee, Jr. (w/encls.) Ms. Nancy S. Wise (w/encls.) Margaret N. Rosenfeld, Esq. (w/encls.)