SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BOYD MARY R

(Last)

(First)

(Middle)

104 DUDLEY PLACE

(Street)

WASHINGTON

27889

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST SOUTH BANCORP INC /VA/ [ FSBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/07/2006		F		1,057⁽²⁾⁽⁴⁾	D	$31.07	25,865	D
Common Stock	12/07/2006		M		3,099⁽¹⁾	A	$5.407	28,964	D
Common Stock	12/07/2006		M		2,977⁽¹⁾	A	$5.407	31,941	D
Common Stock	12/07/2006		F		1,871⁽³⁾⁽⁴⁾	D	$31.07	30,070	D
Common Stock								6,270⁽⁵⁾	I	By 401-K
Common Stock								25,483	I	By IRA
Common Stock								3,564	I	Custodian for minor son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to Buy Options - ISO	$5.407	12/07/2006		M			3,099⁽¹⁾	04/08/1998	04/08/2008	Common Stock	3,099	$0	8,000	D
Right to Buy Options - Non-ISO	$5.407	12/07/2006		M			2,977⁽¹⁾	04/08/1998	04/08/2008	Common Stock	2,977	$0	4,150	D
Right to Buy Options - ISO	$16.493							11/30/2004	11/30/2013	Common Stock	0		1,125	D
Right to Buy Options - ISO	$16.493							11/30/2005	11/30/2013	Common Stock	0		1,125	D
Right to Buy Options - ISO	$17.363							04/01/2006	04/01/2015	Common Stock	0		750	D
Right to Buy Options - ISO	$17.363							04/01/2007	04/01/2015	Common Stock	0		375	D
Right to Buy Options - ISO	$23.657							12/31/2006	12/31/2015	Common Stock	0		375	D
Right to Buy Options - ISO	$23.657							12/31/2007	12/31/2015	Common Stock	0		375	D

Explanation of Responses:

1. Exercised in-the-money right to by options including both qualified (ISO) and non-qualified (Non-ISO) options.

2. Paid the exercise price by tendering 1,057 shares of Issuers common stock at market price of $31.07 per share incident to the exercise of the right to buy options at $5.407 per share.

3. Tendered 1,871 shares of common stock at market price of $31.07 per share from the issuance of Non-ISO options exercised at $5.407 per share, to pay the tax withholding tax liability incident to the exercise of such Non-ISO options.

4. Tendered shares are exempt from Section 16(b) pursuant to resolution adopted by Board of Directors of Issuer.

5. Between the date of the Reporting Person's last Form 4 filing (April 27, 2006) and the date of the current filing, a total of 104 shares of the Issuer's common stock were acquired under the 401(k) plan.

	/s/ Mary R. Boyd	12/08/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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