Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 15, 2012, the Board of Directors of ECB Bancorp, Inc. (the "Company") amended Article III, Section 2 of the Company's Bylaws to provide that the size of the Company's Board of Directors shall be fixed from time to time by resolution of the Board of Directors. Previously, Article III, Section 2 of the Company's Bylaws provided that the Company's Board of Directors shall consist of not less than nine (9) nor more than fifteen (15) members. A copy of the Company's Bylaws, as amended, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

3.2 Bylaws of ECB Bancorp, Inc.

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