UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

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

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): 09/30/2011~~ 1934

Date of Report (Date of earliest event reported) October 21, 2011

Waccamaw Bankshares, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33046


North Carolina	001-33046	52-2329563
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

110 North J. K. Powell Boulevard, Whiteville, NC		28472-3008
(Address of principal executive offices)		(Zip Code)

North Carolina		52-2329563
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

Registrant’s telephone number, including area code (910) 641-0044

~~110~~N/A ~~North J.K. Powell Boulevard, Whiteville, North Carolina 28472~~

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, ~~including~~if ~~zip~~changed ~~code~~since last report.)

~~(910)~~Check ~~641~~the appropriate box below if the Form 8-~~0044~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Registrant’s~~¨ ~~telephone~~Written ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code~~Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~¨ ~~name~~Soliciting ormaterial ~~former~~pursuant ~~address,~~to ifRule ~~changed~~14a-12 ~~since~~under ~~last~~the ~~report~~Exchange Act (17 CFR 240.14a-12)

~~Check~~¨ ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 240.14d-2(b))

~~[ ] Written~~¨ ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ]~~ Pre-commencement communications pursuant to Rule ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule~~ 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01~~. Other~~ ~~Events~~ Entry into a Material Definitive Agreement.

On ~~September 30~~October 21, 2011, ~~the Nasdaq Hearings Panel notified~~ Waccamaw Bankshares, Inc. (the "“Company"”), ~~that~~and itits ~~has~~wholly ~~determined~~owned ~~to grant the Company's request to remain listed on The Nasdaq Stock Market~~subsidiary, ~~subject~~Waccamaw toBank (the ~~following conditions:(1~~“Bank”) Onentered orinto ~~before~~a ~~November~~branch ~~18,~~purchase ~~2011,~~and ~~the~~assumption ~~Company must provide the Hearings Panel~~ agreement with aFirst ~~complete~~Bank, ~~and~~Troy, ~~detailed~~North ~~update~~Carolina, onwhereby ~~its~~First ~~progress~~Bank ~~toward~~will ~~compliance~~purchase ~~and~~eleven ~~outstanding~~Waccamaw ~~regulatory,~~Bank ~~banking,~~branches. ~~and~~The ~~other~~eleven ~~issues~~branches to be ~~resolved~~purchased orinclude ~~steps~~all toof bethe ~~completed~~Waccamaw ~~before~~Bank itbranches ~~can~~located ~~file~~in ~~its~~Brunswick ~~delinquent~~and ~~filings~~New ~~with~~Hanover ~~the~~Counties ~~Securities~~in ~~and~~North ~~Exchange~~Carolina ~~Commission~~and Horry ~~("SEC").~~County ~~The~~in ~~Company~~South ~~may~~Carolina. ~~be delisted from~~ The ~~Nasdaq~~Brunswick ~~Stock~~County ~~Market~~branches ifare ~~the~~located ~~Company~~in ~~faces~~Southport ~~significant~~(2), ~~impediments~~Shallotte ~~to compliance at that time.~~(2), OnOcean orIsle ~~before December 5~~Beach, ~~2011,~~Holden ~~the Company must file all of its SEC periodic reports that are delinquent as of that date~~Beach, ~~including~~and ~~its~~Oak ~~Annual~~Island. ~~Report~~The onNew ~~Form~~Hanover ~~10-K~~County ~~for~~branch ~~the~~is ~~fiscal~~located ~~year~~in ~~ended~~Wilmington ~~December 31, 2010,~~ and ~~its Quarterly Reports on Form 10-Q for~~ the ~~quarterly~~Horry ~~periods~~County ~~ended~~branches ~~March~~are located ~~31,~~in ~~2011,~~Conway ~~June 30, 2011,~~ (2) and ~~September~~Little ~~30,~~River. ~~2011,~~The ~~and~~terms ~~any~~of ~~required~~the ~~restatements.The~~agreement ~~Company~~provide ~~must~~for beFirst ~~able~~Bank to ~~demonstrate~~acquire ~~compliance with~~ all ~~requirements~~the ~~for~~premises ~~continued~~and ~~listing~~equipment onat ~~The Nasdaq Stock Market. If~~ the ~~Company~~branches, isall ~~unable to do so~~deposits, ~~its~~and ~~securities~~selected ~~may be delisted from Nasdaq~~loans. The ~~Company~~deposit ~~appeared~~premium ~~before~~varies ~~the~~by ~~Nasdaq~~account ~~Hearings Panel on August 4~~type, ~~2011,~~with ~~for~~ the ~~purpose~~blended premium ofestimated ~~appealing~~at ~~the~~1.5% ~~determination~~ of ~~the~~total ~~Nasdaq Listing Qualifications Department that the Company's securities should be delisted from The Nasdaq Stock Market~~deposits. The ~~Company~~agreement iscalls ~~subject to delisting because it has not filed its Annual Report on Form 10-K~~ for the ~~fiscal~~branch ~~year~~facilities ~~ended~~to ~~December~~be ~~31,~~purchased ~~2010,~~at orbook ~~its~~value ~~Quarterly~~and ~~Reports on Form 10-Q~~ for the ~~quarterly~~loans ~~periods~~to ~~ended~~be ~~March~~purchased ~~31,~~at ~~2011, and June 30, 2011, with the SEC~~par. OnThe ~~August~~consummation 4,of ~~2011,~~ the ~~Hearings~~transaction ~~Panel~~is ~~granted the Company's request to remain listed on Nasdaq,~~ subject to ~~the~~a ~~condition~~number ~~that the Company file all~~ of ~~its delinquent filings with the SEC on or before September 27~~conditions, ~~2011.~~including receipt ~~On September 26, 2011, the Company notified the Panel that it would be unable to meet the September 27 exception deadline. On September 27, 2011, the Company provided additional information in support~~ of anecessary ~~request~~regulatory ~~that the Panel extend the exception period until December 5, 2011~~approval.

The foregoing summary of the branch purchase and assumption agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 8.01

Other Events.

On October 24, 2011, the Company and First Bank issued a press release announcing that they had entered into the branch purchase and assumption agreement described under Item 1.01 of this Current Report on Form 8-K. The Company expects that this transaction will be completed in the first quarter of 2012, subject to regulatory approval and other closing conditions.

A copy of the press release making such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description of Exhibit

10.1		Branch Purchase and Assumption Agreement, dated as of October 21, 2011, between Waccamaw Bank and Waccamaw Bankshares, Inc., as Seller, and First Bank as Purchaser

99.1		Press Release, dated October 24, 2011, announcing branch purchase and assumption agreement

Caution about Forward-Looking Statements

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of the registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook,” or similar expressions. These statements are based upon the current belief and expectations of the registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the registrant’s control).

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 hereunto duly authorized.

		Waccamaw Bankshares, Inc.	~~Waccamaw Bankshares, Inc.~~
Date: October 04, 2011		By:	/s/ David A. Godwin
		(Registrant)
			David A. Godwin
Date	October 27, 2011
			Senior Vice President and Chief Financial Officer
		/s/ Geoffrey R. Hopkins
		Geoffrey R. Hopkins
		President

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

10.1		Branch Purchase and Assumption Agreement, dated as of October 21, 2011, between Waccamaw Bank and Waccamaw Bankshares, Inc., as Seller, and First Bank as Purchaser

99.1		Press Release, dated October 24, 2011, announcing branch purchase and assumption agreement

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