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

                                    FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
   December 31, 1999                          Commission File No. 0-10852

                         SOUTHERN BANCSHARES (N.C.), INC.
                  (Exact name of registrant as specified in its charter)

           DELAWARE                                           56-1538087
(State or other jurisdiction of                            (I.R.S. Employer
    incorporation or organization)                        Identification Number)

121 East Main Street                                             28365
Mount Olive, North Carolina                                   (Zip Code)
(Address of Principal Executive offices)

Registrant's Telephone Number,
 including Area Code:                                       (919)  658-7000

          Securities registered pursuant to Section 12(b) of the Act:

                      8.25% Junior Subordinated Debentures

          Securities registered pursuant to Section 12(g) of the Act:

              Series B non-cumulative preferred stock, no par value

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                             Yes    [ X ]      No  [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    [   ]


The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
Registrant as of March 17, 2000:  The  Registrant's  voting stock has no readily
ascertainable  market  value  as of any  date  within  the  last  sixty  days or
otherwise  for the  reason  that such stock is not  regularly  traded and has no
quoted prices. Therefore, the aggregate market value of the voting stock held by
non-affiliates is not determinable.

The number of shares  outstanding of the  Registrant's  common stock as of March
17, 2000: Common Stock, $5.00 par value - 118,626 shares
<PAGE>
Documents Incorporated by Reference

1.  Portions of the Registrant's 1999 Annual Report to Shareholders are
     incorporated by reference into Parts I and II.

2.  Portions of the Registrant's definitive Proxy Statement dated March 17,
     2000 for the 2000 Annual Meeting of Shareholders are incorporated by
      reference into Part III.

<PAGE>
PART I

ITEM 1 - BUSINESS:

General

     Southern BancShares (N.C.), Inc., a Delaware corporation (hereinafter, with
all of its subsidiaries,  referred to as the "Registrant" or "BancShares"), is a
bank holding company  pursuant to the provisions of the Bank Holding Company Act
of 1956, as amended.  BancShares is the successor to Southern BancShares (N.C.),
Inc., a North  Carolina  corporation  ("SBS") which was formed in 1982 to become
the  parent  company  of  Southern  Bank and  Trust  Company  ("Southern"),  its
principal operating  subsidiary,  which it acquired in late 1982. BancShares was
formed in 1986 in order to effect the reincorporation in Delaware of the holding
company of Southern by the merger of SBS into BancShares, which was effective on
December 28, 1986. BancShares' second wholly-owned subsidiary,  Southern Capital
Trust I, is a  statutory  business  trust  that  issued  $23.0  million of 8.25%
Capital Securities (the "Capital Securities") in June 1998 maturing in 2028. All
significant  activities  of the  Registrant  and its  subsidiaries  are  banking
related so that the Registrant  operates  within one industry  segment.  Neither
BancShares nor its subsidiaries has any foreign operations.

      Southern is BancShares  principal  operating  subsidiary and is engaged in
commercial  banking  primarily  in  eastern  North  Carolina.  In terms of total
assets, at December 31, 1999,  Southern was the thirteenth largest bank in North
Carolina.

Business

     Southern  conducts a general banking business designed to meet the needs of
the people of its market area.  These services,  all of which are offered at its
46 offices,  include,  among other items:  taking  deposits;  cashing checks and
providing for  individual  and  commercial  cash needs;  and providing  numerous
checking  and savings  plans,  including  automatic  transfer  services,  direct
deposit, and banking by mail.

     Southern also makes commercial,  consumer and mortgage loans at its 33 full
service offices and provides individual retirement account service, safe deposit
box  rental,  travelers'  check  service,  and Master  Card and Visa credit card
programs. Southern does not operate in the international financing market.

     Southern has a wholly-owned  subsidiary,  Goshen, Inc., which acts as agent
for credit life and credit accident and health  insurance  written in connection
with loans made by Southern.

Supervision and Regulation

     The  business  and  operations  of  BancShares  and Southern are subject to
extensive federal and state governmental regulation and supervision.

     BancShares is a bank holding company registered with the Board of Governors
of the Federal  Reserve  System (the "Federal  Reserve")  under the Bank Holding
Company Act of 1956 as amended (the "BHCA"),  and is subject to supervision  and
examination by and the  regulations  and reporting  requirements  of the Federal
Reserve.  Under the BHCA,  the  activities of BancShares are limited to banking,
managing or controlling banks, furnishing services to or performing services for
its  subsidiaries  or engaging in any other activity  which the Federal  Reserve
determines to be so closely related to banking or managing or controlling  banks
as to be a proper incident thereto.
<PAGE>
     There are a number of obligations and restrictions imposed by law on a bank
holding company and its insured  depository  institution  subsidiaries  that are
designed to minimize  potential loss to depositors and the FDIC insurance funds.
For  example,  if  a  bank  holding  company's  insured  depository  institution
subsidiary becomes  "undercapitalized,"  the bank holding company is required to
guarantee (subject to certain limits) the subsidiary's compliance with the terms
of any  capital  restoration  plan filed with its  appropriate  federal  banking
agency.  Also,  a bank  holding  company  is  required  to serve as a source  of
financial  strength to its  depository  institution  subsidiaries  and to commit
resources to support such  institutions in  circumstances  where it might not do
so, absent such policy. Under the BHCA, the Federal Reserve has the authority to
require a bank  holding  company to  terminate  any  activity  or to  relinquish
control of a nonbank  subsidiary upon the Federal Reserve's  determination  that
such activity or control  constitutes a serious risk to the financial  soundness
and  stability  of a  depository  institution  subsidiary  of the  bank  holding
company.

     As a result of its ownership of a North Carolina-chartered commercial bank,
BancShares  also is registered with and subject to examination and regulation by
the North Carolina  Commissioner of Banks under the state's bank holding company
laws.

     Southern is a North Carolina  commercial  bank and its deposits are insured
by the FDIC. It is subject to supervision and examination by and the regulations
and reporting  requirements  of the North  Carolina  Commissioner  of Banks (the
"Commissioner") and the FDIC.

     Southern is subject to legal  limitations on the amounts of dividends it is
permitted to pay. Prior approval of the Commissioner is required if the total of
all dividends  declared by Southern in any calendar year exceeds its net profits
(as defined by statute) for that year combined with its retained net profits (as
defined by statute)  for the  preceding  two calendar  years,  less any required
transfers to surplus.  As an insured  depository  institution,  Southern also is
prohibited  from  making  capital   distributions,   including  the  payment  of
dividends,    if,   after   making   such   distribution,    it   would   become
"undercapitalized"  (as such term is defined in the  Federal  Deposit  Insurance
Act).

     Under  current  federal  law,  certain  transactions  between a  depository
institution  and its  affiliates  are  governed by  Sections  23A and 23B of the
Federal Reserve Act. An affiliate of a depository  institution is any company or
entity that  controls,  is  controlled  by or is under  common  control with the
institution,  and, in a holding company context, the parent holding company of a
depository  institution  and any companies  which are  controlled by such parent
holding  company  are  affiliates  of  the  depository  institution.  Generally,
Sections 23A and 23B (i) limit the extent to which a depository  institution  or
its subsidiaries may engage in covered transactions with any one affiliate,  and
(ii)  require  that  such  transactions  be on  terms  and  under  circumstances
substantially  the same, or at least as  favorable,  to the  institution  or the
subsidiary as those provided to a nonaffiliate.

     Southern  is  subject  to  various   other  state  and  federal   laws  and
regulations,  including state usury laws, laws relating to fiduciaries, consumer
credit and equal credit,  fair credit reporting laws and laws relating to branch
banking.  As an insured  institution,  Southern is prohibited from engaging as a
principal in activities that are not permitted for national banks unless (i) the
<PAGE>
FDIC  determines  that  the  activity  would  pose  no  significant  risk to the
appropriate deposit insurance fund and (ii) the institution is, and continues to
be, in compliance with all applicable  capital standards.  Insured  institutions
also are prohibited from directly  acquiring or retaining any equity  investment
of a type or in an amount not permitted for national banks.

     The Federal Reserve, the FDIC and the Commissioner all have broad powers to
enforce  laws and  regulations  applicable  to  BancShares  and  Southern and to
require  corrective  action of conditions  affecting the safety and soundness of
Southern.  Among  others,  these powers  include  cease and desist  orders,  the
imposition of civil penalties and the removal of officers and directors.

Capital Requirements

     Bank holding  companies  are required to comply with the Federal  Reserve's
risk-based  capital guidelines which require a minimum ratio of total capital to
risk-weighted assets of 8%. At least half of the total capital is required to be
Tier I capital.  In addition to the risk-based capital  guidelines,  the Federal
Reserve has adopted a minimum  leverage capital ratio under which a bank holding
company must  maintain a level of Tier I capital to average  total  consolidated
assets  of at  least 3 % in the case of a bank  holding  company  which  has the
highest  regulatory  examination  rating  and is not  contemplating  significant
growth or expansion. All other bank holding companies are expected to maintain a
leverage capital ratio of at least 1% to 2% above the stated minimum.

     Southern is also subject to capital requirements imposed by the FDIC. Under
the FDIC's  regulations,  insured  institutions  that receive the highest rating
during the examination  process and are not  anticipating  or  experiencing  any
significant  growth are required to maintain a minimum  leverage  ratio of 3% of
Tier  I  capital  to  average  total  consolidated  assets.  All  other  insured
institutions  are  required  to  maintain a minimum  ratio of 1% or 2% above the
stated minimum, with a minimum leverage ratio of not less than 4%.

Insurance Assessments

     Southern  is  subject to  insurance  assessments  imposed by the FDIC.  One
assessment to be paid by each insured  institution is based on the institution's
assessment  risk  classification,  which  is  determined  based on  whether  the
institution is considered "well capitalized", "adequately capitalized" or "under
capitalized", as such terms have been defined in applicable federal regulations,
and  whether the  institution  is  considered  by its  supervisory  agency to be
financially sound or to have supervisory concerns.

A separate  assessment is made for the Financing  Corporation  ("FICO")  funding
requirements.  The FICO rate is not tied to the FDIC risk  classification and is
subject to change by the FDIC within certain limitations.  The FICO rate for the
first  quarter of 2000 is set at an annual rate of 2.12 basis points of deposits
as defined by the FDIC.  At December 31, 1999 the FICO  assessable  deposit base
for Southern was $565.0 million.

If Southern's deposits remained at these levels and the FDIC maintained the same
rates, the expense for the FICO obligation for Southern would
be approximately $118 thousand for 2000.

The FDIC also is  authorized  to impose one or more special  assessments  in any
amount deemed necessary to enable repayment of amounts borrowed by the FDIC from
the United States Treasury Department.
<PAGE>
Change in Control

     State and  federal  law  restricts  the  amount  of voting  stock of a bank
holding company, or a bank, that a person may acquire without the prior approval
of banking regulators.

     Pursuant to North  Carolina  law, no person  may,  directly or  indirectly,
purchase or acquire voting stock of any bank holding company or bank which would
result in the change of control of that  entity  unless the  Commissioner  first
shall have approved that proposed  transaction.  A person will be deemed to have
acquired "control" of a bank holding company or bank if that person, directly or
indirectly,  (i)  owns,  controls  or has the  power  to vote 10% or more of the
voting stock of the bank holding company or bank, or (ii) possesses the power to
direct or cause the direction of its management and policy.  Federal law imposes
additional  restrictions on acquisitions of stock in bank holding  companies and
insured  banks.  Under the federal  Change in Bank  Control Act and  regulations
thereunder,  a person or group acting in concert must give advance notice to the
Federal Reserve or the FDIC before directly or indirectly acquiring the power to
direct the  management  or  policies  of, or to vote 25% or more of any class of
voting  securities of, any bank holding company or insured bank. Upon receipt of
such  notice,  the  federal  regulator  either  may  approve or  disapprove  the
acquisition.

     Under the Act, a change in control is  presumed  to occur if,  among  other
things, a person or group acquires more than 10% of any class of voting stock of
a holding company or insured bank and, after such acquisition, the acquirer will
be the largest shareholder.

Interstate Banking and Branching

     Federal  law  permits  adequately  capitalized  and  managed  bank  holding
companies  to  acquire  control  of  the  assets  of  banks  in any  state  (the
"Interstate  Banking Law").  Acquisitions  are subject to anti-trust  provisions
that  cap at 10%  the  portion  of the  total  deposits  of  insured  depository
institutions  in the  United  States  that a single  bank  holding  company  may
control,  and generally cap at 30% the portion of the total  deposits of insured
depository  institutions  in a state  that a single  bank  holding  company  may
control. Under certain  circumstances,  states have the authority to increase or
decrease the 30% cap, and states may set minimum age  requirements of up to five
years on target banks within their borders.

     Beginning June 1, 1997, and subject to certain  conditions,  the Interstate
Banking Law  permitted  interstate  branching by allowing a bank to merge with a
bank located in a different state. The Interstate Banking Law also permits banks
to  establish  branches in other  states,  by opening new  branches or acquiring
existing branches of other banks, if the laws of those other states specifically
permit that form of interstate  branching.  North Carolina has adopted  statutes
which,   subject  to  conditions  contained  therein,   specifically   authorize
out-of-state  bank  holding  companies  and banks to acquire or merge with North
Carolina banks and to establish or acquire branches in North Carolina.

Economic Considerations

     As a bank holding  company  whose  primary  asset is the capital stock of a
commercial  bank,   BancShares  is  directly  affected  by  regulatory  measures
affecting  the  banking  industry in general.  Additionally,  since  BancShares'
banking business is centered in eastern North Carolina, the general state of the
economy of eastern North Carolina,  especially the  agricultural  sector,  has a
direct effect on its business and profitability.
<PAGE>
     Among governmental  regulators of primary importance is the Federal Reserve
which acts as the nation's central bank and can directly affect money supply and
thereby  affect  Southern's  lending  ability by increasing  or  decreasing  its
interest costs and  availability of funds. An important  function of the Federal
Reserve is to  regulate  the  national  supply of bank credit in order to combat
recession and curb  inflationary  pressures.  Among the  instruments of monetary
policy used by the Federal Reserve to implement these objectives are open market
operations  in U. S.  Government  securities,  changes in the discount  rate and
surcharge,   if  any,  on  member  bank  borrowings,   and  changes  in  reserve
requirements against bank deposits. These means are used in varying combinations
to influence overall growth of bank loans, investments and deposits and may also
affect interest rates charged on loans or paid for deposits.

     Southern is not a member of the Federal Reserve  System,  but is subject to
reserve  requirements  imposed on non-member banks by the Federal  Reserve.  The
monetary  policies of the Federal  Reserve have had a significant  effect on the
operating  results of commercial  banks in the past and are expected to continue
to do so in the future.

Competition

     The banking laws of North Carolina allow  statewide  branching;  therefore,
commercial  banking  in the  state  is  highly  competitive.  Southern  competes
directly  in many  of its  markets  with  one or  more  of the  largest  banking
organizations  in North Carolina.  Such  competitors  range in size to over $571
billion in consolidated  resources (including  resources  represented by banking
organizations  in  other  states  owned  by or  which  control  certain  of such
competitors),  have broader  geographic  markets and higher  lending  limits and
offer more services than Southern,  and can, therefore,  make more effective use
of media  advertising,  support  services  and  electronic  technology  than can
BancShares or Southern.

Employees

     At December 31, 1999,  Southern  employed 307  full-time  employees  and 35
part-time employees.  It is not a party to any collective  bargaining agreements
and considers relations with its employees to be good.  BancShares and Goshen do
not have any separate employees.

Statistical Information

     Certain  additional  statistical  information  with respect to  BancShares'
business is included in the information incorporated herein under "Part II, Item
7" below.
<PAGE>
Statistical Information
<TABLE>
<CAPTION>
I. AVERAGE BALANCE SHEET ITEMS AND NET INTEREST DIFFERENTIAL AVERAGE BALANCES AND
   AVERAGE RATES EARNED AND PAID

(Dollars in thousands)
                                                        DECEMBER 31, 1999                              DECEMBER 31, 1998
                                              ----------------------------------          ----------------------------------------
                                              AVERAGE                    AVERAGE            AVERAGE                       AVERAGE
ASSETS                                        BALANCE      INTEREST        RATE             BALANCE         INTEREST        RATE
------                                        -------      --------        ----             -------         --------        ----
<S>                                           <C>           <C>            <C>            <C>                <C>            <C>
Interest earning assets:
  Loans (1) (2)                               $ 380,877     $ 31,292       8.22%          $ 362,298          $ 31,000       8.56%
  Taxable investment securities                 158,071        8,345       5.28%            141,193             8,085       5.73%
  Nontaxable investment securities (3)           24,748        2,006       8.11%             22,842             1,982       8.68%
  Federal funds sold                             19,081          968       5.07%             18,321               972       5.31%
  Other interest earning assets                   4,003          204       5.10%              5,367               293       5.46%
                                              ---------     --------       ----           ---------          --------       ----
    Total interest earning assets               586,780       42,815       7.30%            550,021            42,332       7.70%
                                                            --------                                         ---------

Non-interest earning assets:
  Cash and due from banks                        22,012                                      19,250
  Premises and equipment, net                    19,781                                      18,304
  Other                                          22,441                                      28,253


    Total assets                              $ 651,014                                   $ 615,828
                                              =========                                   =========
LIABILITIES & EQUITY
Interest bearing liabilities:
  Demand deposits                              $ 83,823        $ 799       0.95%           $ 78,283           $ 1,073       1.37%
  Savings deposits                               98,137        2,170       2.21%             92,657             2,325       2.51%
  Time deposits                                 298,744       14,685       4.92%            285,869            15,318       5.36%
  Short-term borrowed funds                       6,231          229       3.68%              6,531               292       4.47%
  Long-term obligations                          23,000        2,084       9.06%             15,056             1,320       8.77%
                                              ---------     --------       ----           ---------          --------       ----

    Total interest bearing liabilities          509,935       19,967       3.92%            478,396            20,328       4.25%
                                                           ---------                                         ---------

Non-interest bearing liabilities:
  Demand deposits                                77,682                                      69,746
  Other                                           7,923                                      11,263
Shareholders' equity                             55,474                                      56,423
                                              ---------                                   ---------

    Total liabilities and equity              $ 651,014                                   $ 615,828
                                              =========                                   =========

 Interest rate spread (4)                                                  3.38%                                            3.45%
Net interest income and
 Net interest margin (5)                                    $ 22,848       3.89%                             $ 22,004       4.00%
                                                            =========                                        ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                               DECEMBER 31, 1997
                                                  ----------------------------------------
                                                   AVERAGE                         AVERAGE
                                                   BALANCE        INTEREST           RATE
                                                   -------        --------           ----
<S>                                               <C>             <C>               <C>
Interest earning assets:
  Loans (1) (2)                                   $ 340,195       $ 29,225          8.59%
  Taxable investment securities                     126,829          7,532          5.94%
  Nontaxable investment securities (3)               24,581          2,130          8.66%
  Federal funds sold                                 11,526            623          5.41%
  Other interest earning assets                       4,840            269          5.56%
                                                  ---------       --------          ----
    Total interest earning assets                   507,971         39,779          7.83%
                                                                  --------

Non-interest earning assets:
  Cash and due from banks                            17,730
  Premises and equipment, net                        17,457
  Other                                              24,078


    Total assets                                  $ 567,236
                                                  =========
LIABILITIES & EQUITY
Interest bearing liabilities:
  Demand deposits                                  $ 76,080        $ 1,234          1.62%
  Savings deposits                                   87,577          2,259          2.58%
  Time deposits                                     270,863         14,736          5.44%
  Short-term borrowed funds                           6,295            303          4.81%
  Long-term obligations                               4,539            295          6.50%
                                                  ---------       --------          ----

    Total interest bearing liabilities              445,354         18,827          4.23%
                                                                  --------
Non-interest bearing liabilities:
  Demand deposits                                    63,783
  Other                                              12,396
Shareholders' equity                                 45,703
                                                  ---------

    Total liabilities and equity                  $ 567,236
                                                  =========

 Interest rate spread (4)                                                           3.60%
Net interest income and
 Net interest margin (5)                                          $ 20,952          4.12%
                                                                  ========
</TABLE>

(1)  Includes non-accrual loans
(2)  Interest income includes amortization of loan fees.
(3)  The average rate on nontaxable investment securities has been adjusted to a
     tax  equivalent  yield  using  a  34%  tax  rate.  The  taxable  equivalent
     adjustment was $682 in 1999, $543 in 1998 and $2,024 in 1997.
(4)  Interest  rate spread is the  difference  between  earning  asset yield and
     interest bearing liability rate.
(5)  Net  interest  margin is net  interest  income  divided by average  earning
     assets.
<PAGE>
<TABLE>
<CAPTION>
II. AVERAGE BALANCE SHEET ITEMS AND NET INTEREST DIFFERENTIAL ANALYSIS OF CHANGES iN
     INTEREST DIFFERENTIAL

(Dollars in thousands)                            December 31, 1999 Increase (Decrease)
                                        -----------------------------------------------------------
                                                        AMOUNT           AMOUNT           AMOUNT
                                          TOTAL      ATTRIBUTABLE     ATTRIBUTABLE     ATTRIBUTABLE
                                         CHANGE        TO CHANGE        TO CHANGE      TO CHANGE IN
                                        1998-1999      IN VOLUME          IN RATE      RATE/VOLUME
ASSETS
<S>                                        <C>           <C>             <C>             <C>
Interest earning assets:
  Loans                                    $ 292         $ 1,590          (1,232)        $ (66)
  Taxable investment securities              171             967            (635)         (161)
  Non-taxable investment securities           24             165            (130)          (11)
  Federal funds sold                          (4)             40             (44)         --
                                           -----         -------         -------         -----

    Total interest income                    483           2,762          (2,041)         (238)
                                           -----         -------         -------         -----

LIABILITIES & EQUITY
Interest bearing liabilities:
  Demand deposits                           (274)             76            (329)        $ (21)
  Savings deposits                          (155)            138            (278)          (15)
  Time deposits                             (633)            690          (1,258)          (65)
  Short-term borrowed funds                  (63)            (13)            (52)            2
  Long-term obligations                      764             697              44            23
                                           -----         -------         -------         -----

    Total interest expense                  (361)          1,588          (1,873)          (76)
                                           -----         -------         -------         -----

Net interest income                        $ 844         $ 1,174         $  (168)        $(162)
                                           =====         =======         =======         =====

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(Dollars in thousands)                                       December 31, 1998 Increase (Decrease)
                                          -------------------------------------------------------------------
                                                            AMOUNT             AMOUNT              AMOUNT
                                           TOTAL         ATTRIBUTABLE       ATTRIBUTABLE        ATTRIBUTABLE
                                           CHANGE         TO CHANGE          TO CHANGE          TO CHANGE IN
                                          1997-1998       IN VOLUME           IN RATE           RATE/VOLUME
                                          ---------       ---------           -------           -----------
ASSETS
<S>                                        <C>             <C>                <C>                   <C>
Interest earning assets:
  Loans                                    $ 1,775         $ 1,836            $ (68)                $   7
  Taxable investment securities                577             971             (355)                  (39)
  Non-taxable investment securities           (148)           (151)               5                    (2)
  Federal funds sold                           349             368              (12)                   (7)
                                           -------         -------            -----                 -----

    Total interest income                    2,553           3,024             (430)                  (41)
                                           -------         -------            -----                 -----

LIABILITIES & EQUITY
Interest bearing liabilities:
  Demand deposits                             (161)             36             (190)                   (7)
  Savings deposits                              66             131              (61)                   (4)
  Time deposits                                582             728             (135)                  (11)
  Short-term borrowed funds                     22              45              (22)                   (1)
  Long-term obligations                        992             771               67                   154
                                           -------         -------            -----                 -----

    Total interest expense                   1,501           1,711             (341)                  131
                                           -------         -------            -----                 -----

Net interest income                        $ 1,052         $ 1,313            $ (89)                $(172)
                                           =======         =======            =====                 =====
</TABLE>
Average loan balances  include  nonaccrual  loans.  BancShares  earns tax-exempt
interest  on certain  loans and  investment  securities  due to the  borrower or
issuer being either a governmental agency or a quasi-governmental agency. Yields
related to loans and securities exempt from federal income taxes are stated on a
taxable-equivalent basis assuming a statutory federal income tax rate of 34% for
all periods.  The taxable  equivalent  adjustment was $682 in 1999, $543 in 1998
and $2,024 in 1997.

III. INVESTMENT PORTFOLIO

The following table sets forth the carrying amount of investment securities

    (dollars in thousands):
<TABLE>
<CAPTION>
                                                         December 31,
                                         ----------------------------------------
(Dollars in thousands)                      1999            1998            1997
                                         --------        --------        --------
<S>                                      <C>             <C>             <C>
U.S. Treasury and other
  U.S. Government agencies (1)           $139,659        $143,350        $118,589
States and political subdivisions          33,203          29,281          31,150
Other (2)                                  21,359          28,936          30,394
                                         --------        --------        --------
      Total                              $194,221        $201,567        $180,133
                                         ========        ========        ========
</TABLE>
<PAGE>
The  following  table sets forth the  maturities  of  investment  securities  at
December 31, 1999 (dollars in thousands) and the weighted average yields of such
securities.  (Note that nontaxable  investment securities have not been adjusted
to a tax  equivalent  basis and  unrealized  gain (loss) on  available  for sale
securities is not included.)
<TABLE>
<CAPTION>
                                                                            Maturing
                                         ----------------------------------------------------------------------------------
                                                                         After One But                   After Five But
                                              Within One Year           Within Five Years               Within Ten Years
                                         Amount      Yield            Amount        Yield             Amount        Yield
                                         ------      -----            ------        -----             ------        -----
 <S>                                    <C>            <C>           <C>              <C>             <C>
U.S. Treasury and other
  U.S. Government agencies (1)         $ 62,825       4.94%         $ 75,451         5.46%           $     -             -
States and political subdivisions        11,925       5.16%            7,945         6.56%             7,547          5.90%
Other (2)                                10,262       3.23%                -            -                100          6.75%
                                       --------       ----          --------         ----              -----

                                       $ 85,012       4.77%         $ 83,396         5.56%           $ 7,647          5.91%
                                       ========                     =======                          =======

<CAPTION>
                                            After Ten Years
                                         Amount         Yield
                                         ------         -----

<S>                                     <C>              <C>
U.S. Treasury and other
  U.S. Government agencies (1)          $ 1,382          6.45%
States and political subdivisions         5,787          5.41%
Other (2)                                     -          6.75%
                                        -------          ----

                                        $ 7,169          5.62%
                                        =======


</TABLE>
<PAGE>
1) Mortgage-backed securities are included in the obligations of U.S. Government
agencies and spread within the columns according to their anticipated  repayment
schedules.

(2) The "Within One Year"  column of the "Other"  category  includes  marketable
equity securities held by BancShares. Accordingly, the yield on these securities
represents anticipated dividend income rather than interest income.


IV.  LOAN PORTFOLIO

Analysis of loans by type and maturity

The table below classifies loans by major category (dollars in thousands):
<TABLE>
<CAPTION>
(Dollars in thousands)                                                           December 31,
                                                  ------------------------------------------------------------------------
                                                     1999           1998            1997            1996            1995
                                                  --------        --------        --------        --------        --------
<S>                                               <C>             <C>             <C>             <C>             <C>
Commercial, financial and agricultural            $101,128        $ 86,980        $ 84,281        $ 70,881        $ 57,398
Real estate:
      Construction                                   8,647           5,276           5,209           2,470           1,533
       Mortgage:
            One to four family residential         111,793         113,984         106,444         113,915         111,372
            Commercial                              74,873          62,446          58,056          52,686          43,580
            Equityline                              30,152          28,698          27,759          18,654          13,828
            Other                                   32,851          26,846          27,868          21,615          20,535
Consumer                                            34,309          36,775          35,643          35,512          37,548
Lease financing                                      4,307           3,484           3,956           2,022           2,166
                                                  --------        --------        --------        --------        --------

  Total loans                                     $398,060        $364,489        $349,216        $317,755        $287,960
                                                  ========        ========        ========        ========        ========

</TABLE>
<PAGE>
The following  table  identifies  the maturities of all loans as of December 31,
1999 and addresses the sensitivity of these loans to changes in interest rates.

<TABLE>
<CAPTION>
(Dollars in thousands)
                                           Within      After One Year But       After
                                         One Year       Within Five Years     Five Years       Total
                                         --------       -----------------     ----------       -----
<S>                                     <C>                  <C>             <C>             <C>
Commercial and Financial                $ 88,792             $ 12,336        $   --          $101,128
Real Estate:
  Construction                             8,647                 --              --             8,647
  One to four family residential           6,567               55,965          49,261         111,793
  Commercial                               4,378               37,310          33,185          74,873
  Equityline                               1,751               14,924          13,477          30,152
  Other                                    1,897               16,168          14,786          32,851

Consumer                                  28,047                6,262            --            34,309
Lease Financing                             --                  4,307            --             4,307
                                        --------             --------        --------        --------

  Total                                 $140,079             $147,272        $110,709        $398,060
                                        ========             ========        ========        ========

Fixed Rate                              $ 54,279             $116,251        $ 70,307        $240,837
Variable Rate                             85,800               31,021          40,402         157,223
                                        --------             --------        --------        --------

         Total                          $140,079             $147,272        $110,709        $398,060
                                        ========             ========        ========        ========

</TABLE>
<PAGE>
Non-accrual, past-due, and restructured loans


The following  analysis  identifies  other real estate owned and loans that were
either   non-accruing,   past-due  or  restructured.   Accrual  of  interest  is
discontinued  on a  loan  when  management  believes  the  borrowers'  financial
condition is such that  collection  of principal or interest is doubtful.  Loans
are  returned  to the  accrual  status  when  the  factors  indicating  doubtful
collectibility cease to exist.
<TABLE>
<CAPTION>
                                                                             December 31,
                                                     --------------------------------------------------------
(Dollars in thousands)                                1999          1998         1997        1996        1995
                                                     ------        ------        ----        ----        ----
<S>                                                  <C>           <C>            <C>        <C>         <C>
Non-accrual loans                                    $  243        $  166        $230        $147        $ 50
Restructured loans                                       42            42         --            8         --
Accruing loans past-due 90 days or more                 460           805         466         343         508
                                                     ------        ------        ----        ----        ----
       Total non-performing loans                       745         1,013         696         498         558
Other real estate owned                                 414            84          48         --           86
                                                     ------        ------        ----        ----        ----
        Total non-performing loans and assets        $1,159        $1,097        $744        $498        $644
                                                     ======        ======        ====        ====        ====

</TABLE>
<PAGE>
The amount of  interest  which would have been  recorded in 1999 on  non-accrual
loans,  had they been in  accordance  with the  original  terms  throughout  the
period, was immaterial.

V.  SUMMARY OF LOAN LOSS EXPERIENCE

Analysis of the allowance for loan losses

The table presented below  summarizes  activity in the allowance for loan losses
for the five years ended (dollars in thousands):
<TABLE>
<CAPTION>
                                                                                         December 31,
                                                          ------------------------------------------------------------------------
(Dollars in thousands)                                       1999            1998            1997            1996            1995
                                                          ---------       ---------       ---------       ---------       ---------
<S>                                                        <C>             <C>             <C>             <C>            <C>
Allowance for loan losses - beginning of year               $ 5,962        $  5,971        $  6,163        $  6,321       $  6,653
Charge - offs:
    Commercial, financial and agricultural                      183             158              47               5            --
    Real estate:
           Mortgage:
                One to four family residential                   77              41              86             106             34
                Commercial                                      121              15            --              --              --
                Equityline                                       10              32            --              --              --
                Other                                          --              --                23            --              209
    Lease financing                                              16            --              --              --              --
    Consumer                                                    341             298             307             428            220
                                                          ---------       ---------       ---------       ---------       ---------

      Total charge-offs                                         748             544             463             539            463


Recoveries:
    Commercial, financial and agricultural                       11              11              13            --               54
    Real estate:
          Construction                                         --              --              --                19            --
           Mortgage:
                One to four family residential                   25              20              59             131             19
                Commercial                                        3            --              --              --              --
                Equityline                                     --                 8            --              --              --
                Other                                          --                 5            --              --              --
    Consumer                                                    105              67             139              91             58
                                                          ---------       ---------       ---------       ---------       ---------

      Total recoveries                                          144             111             211             241            131
                                                          ---------       ---------       ---------       ---------       ---------


Net charge-offs                                                 604             433             252             298            332
Provision for loan losses                                       830             155              60             140            --
Additions from  bank acquisition                               --               269            --              --              --
                                                          ---------       ---------       ---------       ---------       ---------

Allowance for loan losses - end of year                   $   6,188       $   5,962       $   5,971       $   6,163       $  6,321
                                                          =========       =========       =========       =========       ========
Average loans outstanding during the year                 $ 380,877       $ 362,298       $ 340,195       $ 310,389       $270,563
Ratio of net charge-offs to average loans outstanding          0.16%           0.12%           0.07%           0.10%          0.12%
</TABLE>
<PAGE>
The allowances for loan losses is increased by charges to the provision for loan
losses and reduced by loans charged off, net of recoveries. Southern's provision
is the amount necessary to maintain the allowance at a level considered adequate
to provide for possible loan losses based on management's internal evaluation of
the loan portfolio, as well as prevailing and anticipated economic conditions.

Allocation of the allowance for loan losses:

The  composition  of the allowance by loan category  shown in the table below is
based upon  management's  evaluation of the loan  portfolio,  past history,  and
prevailing economic conditions:
<TABLE>
<CAPTION>
(Dollars in thousands)                                                         December 31,
                                                ----------------------------------------------------------------------
                                                        % of loans                % of loans               % of loans
                                                          in each                   in each                  in each
                                                        category to              category to               category to
                                                1999     total loans    1998     total loans    1997       total loans
                                                ----     -----------    ----     -----------    ----       -----------
<S>                                            <C>             <C>     <C>             <C>     <C>             <C>
Commercial, financial and agricultural         $2,450          25%     $2,200          24%     $2,149          24%
Real estate:
      Construction                                100           2%        100           2%         60           1%
       Mortgage:
            One to four family residential      1,100          28%      1,100          31%      1,194          30%
            Commercial                            550          19%        550          17%        537          17%
            Equityline                            200           8%        200           8%        239           8%
            Other                                 188           8%        212           7%        239           8%
Consumer                                        1,500           9%      1,500          10%      1,493          10%
Lease financing                                   100           1%        100           1%         60           2%
                                               ------      ------      ------      ------      ------      ------

                                               $6,188         100%     $5,962         100%     $5,971         100%
                                               ======      ======      ======      ======      ======      ======

<CAPTION>
                                                              % of loans                 % of loans
                                                               in each                   in each
                                                             category to                category to
                                                  1996       total loans        1995    total loans
                                                  ----       -----------        ----    -----------
<S>                                             <C>             <C>           <C>          <C>
Commercial, financial and agricultural          $2,214          22%           $1,264       20%
Real estate:
      Construction                                  76           1%               63        1%
       Mortgage:
            One to four family residential       1,245          36%            2,188       39%
            Commercial                             566          17%              853       15%
            Equityline                             204           6%              260        5%
            Other                                  248           6%              408        7%
Consumer                                         1,537          11%            1,222       13%
Lease financing                                     73           1%               63      --
                                                ------      ------            ------      ---

                                                $6,163         100%           $6,321      100%
                                                ======      ======            ======      ===
</TABLE>
<PAGE>
VI.  DEPOSITS

The average monthly volume of deposits,  which is considered  representative  of
BancShares'  operations,  and  the  average  rates  paid on  such  deposits  are
presented below (dollars in thousands):
<TABLE>
<CAPTION>
                                                                        Year ended December 31,
                                  ---------------------------------------------------------------------------------------
                                              1999                         1998                            1997
(Dollars in thousands)
                                   Average        Average        Average        Average           Average        Average
                                  Balances         Rates         Balances        Rates           Balances         Rates
                                  --------         -----         --------        -----           --------         -----
<S>                                <C>                           <C>                            <C>
Non-interest bearing demand        $ 77,682            -         $ 69,746            -          $ 63,783              -
Interest bearing demand              83,823        0.95%           78,283        1.37%            76,080          1.62%
Savings                              98,137        2.21%           92,657        2.51%            87,577          2.58%
Time deposits                       298,744        4.94%          285,869        5.36%           270,863          5.44%
                                  ---------                     ---------                       --------

   Total deposits                 $ 558,386                     $ 526,555                       $498,303
                                  =========                     =========                       ========

</TABLE>
     Maturities of $100,000 or more time certificates of deposit at December
31, 1999 are summarized as follows (dollars in thousands):

Maturity Category

Three months or less                        $ 24,458
Over three through six months                 16,602
Over six months through twelve months         16,393
Over one year through five years               2,931
Over five years                                    -
                                            --------
                                            $ 60,384
                                            ========

<PAGE>
VII.  RETURN ON EQUITY AND ASSETS

The following table presents certain ratios of the Company:
<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                            ----------------------------------------
                                                                             1999            1998               1997
                                                                             ----            ----               ----
<S>                                                                         <C>              <C>                <C>
Return on assets (net income divided by average total assets)               0.57%            0.91%              1.17%

Return on equity - including Series B and C preferred                       6.63%            9.92%             14.47%
      (net income divided by average total equity)

Dividend payout ratio (Dividends paid divided by net income)               15.57%           10.38%              8.85%


Equity to assets ratio - including Series B and C preferred                 8.52%            9.16%              8.06%
      (Average equity divided by average total assets)

</TABLE>
VIII.  CAPITAL ADEQUACY

The following table presents certain calculations of BancShares' capital and
related ratios:
<TABLE>
<CAPTION>
                                                     December 31,
                                   --------------------------------------------
                                     1999                1998             1997
                                   --------            -------          -------
(Dollars in thousands)
<S>                                <C>                 <C>              <C>
Total Shareholders' Equity         $ 54,944            $56,033          $54,984
Tier 1 capital                       55,398             51,240           34,380
Total capital (1)                    62,967             65,666           38,449

Tier 1 capital ratio (2)              14.32%             16.01%           11.43%
Total capital ratio  (2)              16.28%             20.52%           12.78%

</TABLE>
(1) The Capital Securities issued in 1998 are considered part of Tier I Capital.

(2) The minimum ratio of qualifying total capital to risk weighted assets is 8%,
of which 4% must be Tier 1 capital,  which is common equity,  retained earnings,
and a limited amount of perpetual preferred stock, less certain intangibles.
<PAGE>

IX.  RATE OF INTERNAL CAPITAL GENERATION
<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                           ------------------------------------------
                                                                           1999             1998               1997
                                                                           ----             ----               ----
<S>                                                                        <C>              <C>                <C>
Return on average assets (based on net income)                              0.57%            0.91%              1.17%

Average equity as a percentage of total average assets                      8.52%            9.16%              8.06%

Return on average equity                                                    6.63%            9.92%             14.47%

Dividend payout ratio (Dividends paid divided by net income)               15.57%           10.38%              8.85%

Earnings retention                                                         84.43%           89.62%             91.15%
     (Net income less dividends divided by net income)

Rate of internal capital generation                                         5.60%            8.89%             13.19%
      (Return on average equity times earnings retention ratio)

</TABLE>
X.  INTEREST RATE SENSITIVITY ANALYSIS

<TABLE>
<CAPTION>
(Dollars in thousands)
                                                                        December 31, 1999
                                       -----------------------------------------------------------------------------
                                                                                                Non-Rate
                                           1-30          31-90        91-180       181-365      Sensitive
                                           Days          Days          Days         Days         & Over
                                        Sensitive     Sensitive     Sensitive    Sensitive       1 Year       Total
                                        ---------     ---------     ---------    ---------       ------       -----
<S>                                    <C>            <C>           <C>           <C>          <C>          <C>
Earning Assets:
Loans                                  $  75,184      $ 21,535      $ 26,235      $ 55,911     $219,195     $398,060
Investment Securities                     11,120        11,091        12,416        46,704       95,976      177,307
Temporary Investments                     20,370          --            --            --           --         20,370
                                       ---------      --------      --------      --------     --------     --------
Total earning assets                   $ 106,674      $ 32,626      $ 38,651      $102,615     $315,171     $595,737
                                       =========      ========      ========      ========     ========     ========

Interest-Bearing Liabilities:
Savings and core time deposits         $ 218,793      $ 40,920      $ 76,652      $ 72,598     $ 19,722     $428,685
Time deposits of $100,000 and more        11,124        13,334        16,602        16,393        2,931       60,384
Short-term borrowings                      6,658          --            --            --           --          6,658
Long-term obligations                       --            --            --            --         23,000       23,000
                                       ---------      --------      --------      --------     --------     --------

Total interest bearing liabilites      $ 236,575      $ 54,254      $ 93,254      $ 88,991     $ 45,653     $518,727
                                       =========      ========      ========      ========     ========     ========

Interest sensitive Gap                 $(129,901)     $(21,628)     $(54,603)     $ 13,624     $269,518     $ 77,010
                                       =========      ========      ========      ========     ========     ========

</TABLE>
<PAGE>
Interest sensitivity is continually changing.  The table above reflects
BancShares' gap position at December 31, 1999 and does not necessarily
represent its position on any other dates.


XI.  SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
(Dollars in thousands)
                                                           1999                       1998                       1997
                                                   -------------------       --------------------        --------------------
                                                   Amount        Rate        Amount         Rate         Amount          Rate
                                                   ------        ----        ------         ----         ------          ----
<S>                                               <C>            <C>        <C>             <C>          <C>             <C>
Repurchase agreements
        At December 31                            $5,223         3.72%      $4,953          3.35%        $4,761          5.62%
        Average during year                        5,240         3.58%       5,655          4.09%         4,819          4.18%
        Maximum month-end balance during year      6,313                     6,459                        5,929

U. S. Treasury tax and loan accounts
        At December 31                            $1,435         4.78%      $  171          4.11%        $2,065          5.25%
        Average during year                          991         4.15%         861          5.97%           997          5.85%
        Maximum month-end balance during year      2,035                     2,206                        2,215


</TABLE>
<PAGE>
ITEM 2 - PROPERTIES

     BancShares does not own or lease any real property. Except for three tracts
of land that are leased and upon which are  constructed  leasehold  improvements
for the conduct of its banking business,  Southern owns all of the real property
utilized in its operations.

     Southern's  home office is located at 121 East Main  Street,  Mount  Olive,
North  Carolina.  At December  31, 1999 there were 46 Southern  offices in North
Carolina. These offices are listed on page 41 of BancShares' 1999 Annual Report.

ITEM 3 - LEGAL PROCEEDINGS:

     There  are  no  material  legal  proceedings  to  which  BancShares  or its
subsidiaries  are a party or to which any of their  property is  subject,  other
than  ordinary,  routine  litigation  incidental  to the business of  commercial
banking.

ITEM 4 -  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
                 HOLDERS:

          None.

PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
                SHAREHOLDER MATTERS:

         Information  required by this item is incorporated  herein by reference
to the section captioned  "Market for the Registrant's  Common Stock and Related
Shareholder Matters" on page 15, and the Table captioned "Per Share of Stock" on
page 16 of the Registrant's 1999 Annual Report.

ITEM 6 - SELECTED FINANCIAL DATA:

         Information  required by this item is incorporated  herein by reference
to Table 1, Five-Year Financial Summary, Selected Balances and Ratios, on page 4
of Registrant's 1999 Annual Report.

ITEM 7 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS:

         Information  required by this item is incorporated  herein by reference
to  the  section  captioned  "Management  Discussion  and  Analysis of Financial
Condition and Results of Operations"  on pages 4 through 16 of the  Registrant's
1999 Annual Report.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK

         Information  required by this item is incorporated  herein by reference
to the section  captioned  "Market Risk" on page 10 of Registrant's  1999 Annual
Report.
<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

         The  information  required  by this  item  is  incorporated  herein  by
reference  to  the  following  financial  statements,   supplementary  data  and
independent  auditors'  report on the indicated page numbers of the registrant's
1999 Annual Report:

         Independent Auditors' Report                                     17

         Consolidated Balance Sheets as of December 31, 1999 and 1998     18

         Consolidated Statements of Income and Comprehensive Income
         for the years ended December 31, 1999, 1998 and 1997             19

         Consolidated Statements of Cash Flows for the years ended
         December 31, 1999, 1998 and 1997                                 20

         Consolidated Statements of Shareholders' Equity for the years
         ended December 31, 1999, 1998 and 1997                           21

         Notes To Consolidated Financial Statements                       22-38


ITEM 9 - CHANGES IN AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURES:

         None

PART III

ITEM 10 -  DIRECTORS AND EXECUTIVE OFFICERS OF THE
              REGISTRANT:

     The  information  under the captions  "PROPOSAL 1: ELECTION OF  DIRECTORS",
"Section  16(a)  Beneficial  Ownership  Reporting   Compliance"  and  "Executive
Officers"  on pages 4  through  6 and page 9 of  Registrant's  definitive  Proxy
Statement dated March 17, 2000, is incorporated herein by reference.

ITEM 11 - EXECUTIVE COMPENSATION:

     The   information   under  the  captions   "Compensation   of   Directors",
"Compensation  Committee  Interlocks  and  Insider  Participation",   "Executive
Compensation"  and  "Pension  Plan" on pages 6  through  10 of the  Registrant's
definitive  Proxy  Statement  dated March 17, 2000,  is  incorporated  herein by
reference.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENT:

     The  information  under  the  caption  "Beneficial   Owenership  of  Voting
Securities" on pages 2 through 4 of the Registrant's  definitive Proxy Statement
dated March 17, 2000, is incorporated herein by reference.
<PAGE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

     The  information  contained  in Footnote (5) to the table under the caption
"PROPOSAL  1:  ELECTION  OF  DIRECTORS,"  on  page  6  and  under  the  captions
"Compensation Committee Interlocks and Insider Participation" on pages 7 through
8 and "Transactions  with Management" on pages 11 through 12 of the Registrant's
definitive  Proxy  Statement  dated March 17, 2000,  is  incorporated  herein by
reference.

PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                  FORM 8-K:

     (a) 1. Financial Statements

            The following consolidated financial statements of Southern
            BancShares (N.C.), Inc. and subsidiary, and Independent Auditors'
            Report thereon, are incorporated herein by reference from
            Registrant's 1999 Annual Report to Shareholders.

            .  Independent Auditors' Report

            .  Consolidated Balance Sheets at December 31, 1999 and 1998

            .  Consolidated  Statements of Income and  Comprehensive  Income for
               the years ended December 31, 1999, 1998 and 1997

            .  Consolidated  Statements  of  Cash  Flows  for  the  years  ended
               December 31, 1999, 1998 and 1997

            .  Consolidated  Statements  of  Shareholders'  Equity for the years
               ended December 31, 1999, 1998 and 1997

            .  Notes to Consolidated Financial Statements

                  2.  Financial  statement  schedules are omitted because of the
                      absence of  conditions  under  which they are  required or
                      because  the  required  information  is  contained  in the
                      consolidated financial statements or related notes thereto
                      which   are   incorporated   herein  by   reference   from
                      Registrant's 1999 Annual Report to Shareholders.

                  3.  Exhibits

                      The following exhibits are filed or incorporated  herewith
                       as part of this report on Form 10-K:
<PAGE>
    Exhibit
    Number                         Description of Exhibits
    ------                         -----------------------

     3.1       Certificate of Incorporation  and Certificate of Amendment to the
               Certificate of Incorporation of the Registrant  (filed as exhibit
               3.1 to the Registrant's  Registration  Statement on Form S-1 (No.
               33-52107) filed May 7, 1998 and incorporated herein by reference)

     3.2       Registrant's  Bylaws  (filed as exhibit  3.2 to the  Registrant's
               Registration  Statement on Form S-1 (No.  33-52107)  filed May 7,
               1998 and incorporated herein by reference)

     4         Southern Bank and Trust Company Indenture dated February 27, 1971
               (filed as exhibit 4 to the Registrant's Registration Statement on
               Form  S-14 (No.  2-78327)  filed  July 7,  1982 and  incorporated
               herein by reference)

     10.1*     Non-Competition  and Consulting  Agreement between R. S. Williams
               and Southern Bank and Trust Company (filed as exhibit 10.1 to the
               Registrant's  1989  Annual  Report on Form 10-K and  incorporated
               herein by reference)

     10.2*     Tenth  Amendment  to  Noncompetition  and  Consulting   Agreement
               between R. S.  Williams and Southern Bank and Trust Company dated
               December 31, 1999 (filed herewith)

     10.3*     Assignment  and  Assumption  Agreement  and  First  Amendment  of
               Noncompetition and Consultation  Agreement between First-Citizens
               Bank & Trust  Company,  Southern Bank and Trust Company and M. J.
               McSorley (filed as exhibit 10.3 to the  Registrant's  1989 Annual
               Report on Form 10-K and incorporated herein by reference)

     10.4*     Employment  Agreement between Watson N. Sherrod, Jr. and Southern
               Bank and Trust Company (filed as exhibit 10.4 to the Registrant's
               1998  Annual  Report  on Form  10-K and  incorporated  herein  by
               reference)

     10.5      Amended and Restated Trust Agreement of Southern  Capital Trust I
               (filed  as  Exhibit  4.3  to  Amendment  No.  1  to  Registrant's
               Registration  Statement on Form S-1 (No. 333-52107) filed June 3,
               1998 and incorporated herein by reference.)

     10.6      Form of  Guarantee  Agreement  (filed as Exhibit 4.5 to Amendment
               No. 1 to  Registrant's  Registration  Statement  on Form S-4 (No.
               333-52107)  filed  June  3,  1998  and  incorporated   herein  by
               reference).

     10.7      Junior  Subordinated  Indenture  between  Registrant  and Bankers
               Trust  Company,  as  Debenture  Trustee  (filed as Exhibit 4.6 to
               Amendment No. 1 to  Registrant's  Registration  Statement on Form
               S-4 (No. 333-52107) filed June 3, 1998 and incorporated herein by
               reference).
<PAGE>
     13        Registrant's 1999 Annual Report to Shareholders (filed herewith)

     22        Subsidiaries of the Registrant (filed herewith)

     27        Financial Data Schedule (filed herewith)

     99.1**    Registrant's  definitive Proxy Statement dated March 17, 2000 for
               the 2000 Annual Shareholders' Meeting

     (b)    Reports on Form 8-K

            No reports on Form 8-K were filed for the fourth quarter of the year
            ended December 31, 1999.

 *      Denotes a Management Contract or compensatory plan or arrangement
         in which an executive officer or director of the Company participates

 **    Not being refiled

      Pursuant  to the  requirements  of Section 13 or 15 (d) 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.
<PAGE>

DATED:  MARCH 14, 2000                     SOUTHERN  BANCSHARES  (N.C.),  INC.

                                           /s/ R. S. Williams
                                      By:  ------------------
                                           R. S. Williams,
                                           Chairman of  the Board

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the following  persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature                              Title                        Date
---------                              -----                        ----
/s/R. S. Williams                Chairman of the Board of       March 14, 2000
-----------------                Directors
R. S. Williams

/s/David A. Bean                 Treasurer (principal           March 10, 2000
----------------                 financial and accounting
David A. Bean                    officer)

/s/Bynum R. Brown                Director                       March 14, 2000
-----------------
Bynum R. Brown

/s/William H. Bryan              Director                       March 14, 2000
-------------------
William H. Bryan

/s/D. Hugh Carlton               Director                       March 14, 2000
------------------
D. Hugh Carlton

/s/Robert J. Carroll             Director                       March 13, 2000
--------------------
Robert J. Carroll

/s/Hope H. Connell               Director                       March 14, 2000
------------------
Hope H. Connell

/s/J. Edwin Drew                 Director                       March 13, 2000
----------------
J. Edwin Drew

/s/Sam E. Ewell, Jr.             Director                       March 14, 2000
--------------------
Sam E. Ewell, Jr.

/s/Moses B. Gillam, Jr.          Director                       March 13, 2000
-----------------------
Moses B. Gillam, Jr.

/s/Leroy C. Hand, Jr.            Director                       March 14, 2000
--------------------
LeRoy C. Hand, Jr.
<PAGE>
/s/J. D. Hines                   Director                       March 14, 2000
--------------
J. D. Hines

/s/Frank B. Holding              Director                       March 15, 2000
-------------------
Frank B. Holding

/s/George A. Hux                 Director                       March 15, 2000
----------------
George A. Hux

/s/M. J. McSorley                Director                       March 14, 2000
-----------------
M. J. McSorley

/s/W. B. Midyette, Jr.           Director                       March 13, 2000
----------------------
W. B. Midyette, Jr.

/s/W. Hunter Morgan              Director                       March 14, 2000
-------------------
W. Hunter Morgan

/s/John C. Pegram, Jr.           Director                       March 10, 2000
----------------------
John C. Pegram, Jr.

/s/Charles I. Pierce             Director                       March 13, 2000
--------------------
Charles I. Pierce, Sr.

/s/ W. A. Potts                  Director                       March 17, 2000
---------------
W. A. Potts

/s/Charles L. Revelle, Jr.       Director                       March 14, 2000
--------------------------
Charles L. Revelle, Jr.

/s/Watson N. Sherrod, Jr.        Director                       March 15, 2000
-------------------------
Watson N. Sherrod, Jr.

/s/ Charles O. Sykes             Director                       March 17, 2000
--------------------
Charles O. Sykes

/s/ Raymond M. Sykes             Director                       March 16, 2000
--------------------
Raymond M. Sykes

/s/John N. Walker                Director                       March 14, 2000
-----------------
John N. Walker
<PAGE>
                                     EXHIBIT INDEX


    Exhibit
    Number                              Exhibit
    ------                              -------

     3.1       Certificate of Incorporation  and Certificate of Amendment to the
               Certificate of Incorporation of the Registrant  (filed as exhibit
               3.1 to the Registrant's  Registration  Statement on Form S-1 (No.
               33-52107) filed May 7, 1998 and incorporated herein by reference)

     3.2       Registrant's  Bylaws  (filed as exhibit  3.2 to the  Registrant's
               Registration  Statement on Form S-1 (No.  33-52107)  filed May 7,
               1998 and incorporated herein by reference)

     4         Southern Bank and Trust Company Indenture dated February 27, 1971
               (filed as exhibit 4 to the Registrant's Registration Statement on
               Form  S-14 (No.  2-78327)  filed  July 7,  1982 and  incorporated
               herein by reference)

     10.1*     Non-Competition  and Consulting  Agreement between R. S. Williams
               and Southern Bank and Trust Company (filed as exhibit 10.1 to the
               Registrant's  1989  Annual  Report on Form 10-K and  incorporated
               herein by reference)

     10.2*     Tenth  Amendment  to  Noncompetition  and  Consulting   Agreement
               between R. S.  Williams and Southern Bank and Trust Company dated
               December 31, 1999 (filed herewith)

     10.3*     Assignment  and  Assumption  Agreement  and  First  Amendment  of
               Noncompetition and Consultation  Agreement between First-Citizens
               Bank & Trust  Company,  Southern Bank and Trust Company and M. J.
               McSorley (filed as exhibit 10.3 to the  Registrant's  1989 Annual
               Report on Form 10-K and incorporated herein by reference)

     10.4*     Employment  Agreement between Watson N. Sherrod, Jr. and Southern
               Bank and Trust Company (filed as exhibit 10.4 to the Registrant's
               1998  Annual  Report  on Form  10-K and  incorporated  herein  by
               reference)

     10.5      Amended and Restated Trust Agreement of Southern  Capital Trust I
               (filed  as  Exhibit  4.3  to  Amendment  No.  1  to  Registrant's
               Registration  Statement on Form S-1 (No. 333-52107) filed June 3,
               1998 and incorporated herein by reference.)

     10.6      Form of  Guarantee  Agreement  (filed as Exhibit 4.5 to Amendment
               No. 1 to  Registrant's  Registration  Statement  on Form S-4 (No.
               333-52107)  filed  June  3,  1998  and  incorporated   herein  by
               reference).

     10.7      Junior  Subordinated  Indenture  between  Registrant  and Bankers
               Trust  Company,  as  Debenture  Trustee  (filed as Exhibit 4.6 to
               Amendment No. 1 to  Registrant's  Registration  Statement on Form
               S-4 (No. 333-52107) filed June 3, 1998 and incorporated herein by
               reference).
<PAGE>
     13        Registrant's 1999 Annual Report to Shareholders (filed herewith)

     22        Subsidiaries of the Registrant (filed herewith)

     27        Financial Data Schedule (filed herewith)

     99.1**    Registrant's  definitive Proxy Statement dated March 17, 2000 for
               the 2000 Annual Shareholders' Meeting