Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1.) the Quarterly Report on 10-QSB of Carolina Bank Holdings, Inc. (the “Company”) for the quarterly period ended June 30, 2004 (“the Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2.) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	Carolina Bank Holdings, Inc.
Date: July 22, 2004	By:	/s/ Robert T. Braswell
		Robert T. Braswell
		President and Chief Executive Officer
Date: July 22, 2004	By:	/s/ T. Allen Liles
		T. Allen Liles
		Executive Vice President and Chief Financial Officer