Filed Pursuant to Rule 424(b)(3)
                                                    Registration No. 333-33527


                           PROSPECTUS SUPPLEMENT NO. 3
                      (to Prospectus dated August 13, 1997)

                             FOUR OAKS FINCORP, INC.
                  Dividend Reinvestment and Stock Purchase Plan

         This Prospectus Supplement No. 3 is part of, and should be read in
conjunction with, the prospectus relating to our Dividend Reinvestment and Stock
Purchase Plan dated August 13, 1997 and the Prospectus Supplement dated October
4, 2004 and the Prospectus Supplement dated December 18, 2006 (the
"Prospectus"). This Prospectus Supplement No. 3 describes certain changes to the
Plan and supersedes the information in the Prospectus only to the extent
inconsistent with the Prospectus. The changes to the Plan include:

         Features. Participants in the Plan may now elect to make optional cash
payments from $20.00 to $2,500.00 per quarter for additional Common Stock
purchases. This changes the maximum optional cash payment allowable under the
Plan from $1000.00 to $2500.00 per quarter.

         The Prospectus, together with Prospectus Supplement No. 1 and
Prospectus Supplement No. 2 and this Prospectus Supplement No. 3, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act of
1933, as amended, with respect to the offers and sales of Four Oaks Fincorp,
Inc. Common Stock offered hereby.

         The Prospectus will be provided upon the request of any Plan
participant.

          This Prospectus Supplement No. 3 is dated September 22, 2008