UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report ~~November~~ January 309, ~~2007~~ 2009

Commission File Number	Registrant	State of Incorporation	IRS Employer Identification Number
Commission			IRS Employer
File		State of	Identification
Number	Registrant	Incorporation	Number
000-51660	CapitalSouth Bancorp	Delaware	63-1026645


2340 Woodcrest Place, Suite 200
Birmingham, Alabama		35209
(Address of principal executive offices)		(Zip Code)

(205) 870-1939
(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 35.02 ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~ Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~November~~January ~~30, 2007, CapitalSouth Bancorp (“CapitalSouth”) issued 98,947 shares of its common stock to James C. Bowen. The shares were issued at a price of $~~9~~.80 per share based on the high and low trading prices of CapitalSouth common stock on November 29~~, ~~2007 upon the conversion of $969~~2009,~~680.60~~ ~~of principal of the $6.5 million note issued to~~ Mr. ~~Bowen~~H. inFred ~~connection~~Coble ~~with~~notified the ~~merger~~ management of ~~Monticello Bancshares, Inc. into~~ CapitalSouth onBancorp ~~September 14, 2007~~ (the “~~Merger~~Company”). ~~As discussed~~of inhis ~~CapitalSouth’s~~intent ~~Form 8-K~~to ~~dated~~resign ~~September 14,~~as ~~2007,~~Senior ~~Mr. Bowen~~Vice ~~received~~President ~~$8 million in notes in connection with the Merger,~~ and ~~pledged~~Jacksonville ~~$1.5 million~~City asPresident effective ~~security for Mr.~~January ~~Bowen’s indemnification~~15, ~~obligations~~2009.

The issuance of the shares of common stock was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The 98,947 shares of common stock to be issued to Mr. Bowen are restricted shares, and may not be sold, transferred or otherwise disposed without registration under the Securities Act or an exemption thereunder.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CAPITALSOUTH BANCORP
December 4, 2007	By	/s/ Carol W. Marsh
January 14, 2009	By:	/s/ Carol W. Marsh
		Carol W. Marsh
		Senior Vice President, Secretary and Chief Financial Officer

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