FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 1998       Commission File Number 0-11172


              FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

    State of South Carolina                             57-0738665
    -----------------------                   -------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)

            1230 Main Street
        Columbia, South Carolina                           29201
---------------------------------------                 ----------
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number including area code   (803)  733-3456

Securities Registered Pursuant to Section 12(b) of the Act:


                                      None
--------------------------------------------------------------------------------

Securities Registered Pursuant to Section 12 (g) of the Act:

                          Common Stock, $5.00 per value
--------------------------------------------------------------------------------
                                (Title of Class)

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
Regulation S-K is not contained herein, and will not be contained, to be 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 Registrant's Voting and Nonvoting Common Stock
held by non-affiliates as of March 12, 1999 was $108,980,640. The Registrant's
voting Preferred Stock is not regularly traded and has no quoted prices and
therefore has no readily ascertainable market value.

As of March 12, 1999, there were 882,766 outstanding shares of the Registrant's
Voting Common Stock, $5.00 par value per share, and 36,409 outstanding shares of
its Non-Voting Common Stock, $5.00 par value per share.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

     (1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1998, are incorporated by reference into Parts I
and II.

     (2) Portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held April 28, 1999, are incorporated by reference
into Part III.


<PAGE>

PART I.

ITEM 1. BUSINESS
     First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation" or
"Registrant"), a South Carolina corporation, is a bank holding company organized
in 1982 which owns all the outstanding stock of First-Citizens Bank and Trust
Company of South Carolina ("Bank"). The Bank, which is the principal asset and
source of income of Bancorporation, is engaged in the general banking business
throughout South Carolina and offers complete retail, commercial banking and
trust services. The net income of the Bank constituted approximately 106% of the
consolidated net income of Bancorporation for the year ended December 31, 1998,
and the assets of the Bank constituted approximately 100% of the consolidated
assets of Bancorporation at December 31, 1998. Wateree Enterprises, Inc., a
wholly-owned subsidiary of the Bank, through its wholly-owned subsidiary,
Wateree Life Insurance Company, a South Carolina corporation, issues credit
life, accident and health insurance on borrowers from the Bank. Another
wholly-owned subsidiary of Wateree Enterprises, Inc. is Wateree Agency, Inc., a
South Carolina corporation, which acts as agent for the sale of insurance to the
Bank's customers.

SUPERVISION AND REGULATION
     As a bank holding company, Bancorporation is subject to regulation by the
Federal Reserve Board ("FRB") under the Bank Holding Company Act of 1956, as
amended ("BHC Act"), and its examination and reporting requirements.
Bancorporation is likewise subject to the requirements of the BHC Act which
impose certain limitations and restrictions on the degree to which
Bancorporation may conduct non-banking activities and the extent to which
Bancorporation may engage in merger and acquisition activities. In addition to
the provisions of the BHC Act, state banking commissions serve in a supervisory
and regulatory capacity with respect to bank holding company activities.
     Federal law regulates transactions among Bancorporation and its affiliates,
including the amount of its banking affiliate's loans to, or investment in,
non-banking affiliates. In addition, various requirements and restrictions under
federal and state laws regulate the operations of Bancorporation's banking
affiliate, requiring the maintenance of reserves against deposits, limiting the
nature of loans and interest that may be charged thereon, restricting
investments and other activities, and subjecting the banking affiliate to
regulation and examination by the state banking authorities and the Federal
Deposit Insurance Corporation ("FDIC").
     There are various legal and regulatory limits on the extent to which
Bancorporation's subsidiary bank may pay dividends or otherwise supply funds to
Bancorporation. In addition, federal and state regulatory agencies have the
authority to prevent a bank or bank holding company from paying a dividend or
engaging in any activity that, in the opinion of the agency, would constitute an
unsafe or unsound practice.
     Under FRB policy, Bancorporation is expected to act as a source of
financial strength to, and commit resources to support, its subsidiary bank. In
addition, under the Financial Institutions Reform, Recovery and Enforcement Act
("FIRREA"), a depository institution insured by the FDIC can be held liable for
any loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly controlled FDIC insured depository
institution. Under the Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), federal banking regulators are required to take prompt
corrective action with respect to depository institutions that do not meet
minimum capital requirements. FDICIA generally prohibits a depository
institution from making any capital distribution or paying management fees to
its holding company if the depository institution would thereafter be
undercapitalized. In addition, undercapitalized institutions will be subject to
restrictions on borrowing from the Federal Reserve System, to growth limitations
and to obligations to submit capital restoration plans. In order for a capital
restoration plan to be acceptable, the depository institution's parent holding
company must guarantee the institution's compliance with the capital restoration
plan up to an amount not exceeding 5% of the depository institution's total
assets. Significantly undercapitalized institutions are subject to greater
restrictions, and critically undercapitalized institutions are subject to
appointment of a receiver.
     FDICIA also substantially revises the bank regulatory insurance coverage
and funding provisions of the Federal Deposit Insurance Act and makes revisions
to several other federal banking statutes. FDICIA imposes substantial new
examination, audit and reporting requirements on insured depository
institutions. Under FDICIA, each federal banking agency must prescribe standards
for depository institutions and depository institution holding companies
relating to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to book value for
publicly traded shares, and other standards as the agency deems appropriate.

                                       2
<PAGE>

     The FDIC has adopted or currently proposes to adopt rules pursuant to
FDICIA that include: (a) real estate lending standards for banks; (b) revision
of the risk-based capital rules; (c) rules requiring depository institutions to
develop and implement internal procedures to evaluate and control credit and
settlement exposure to their correspondent banks; (d) a rule restricting the
ability of depository institutions that are not well capitalized from accepting
brokered deposits; (e) rules addressing various "safety and soundness" issues,
including operations and managerial standards for asset quality, earnings and
stock valuations, and compensation standards for the officers, directors,
employees and principal shareholders of the depository institution; and (f)
rules mandating enhanced financial reporting and audit requirements.

FIRST-CITIZENS BANK AND TRUST COMPANY OF SOUTH CAROLINA
     The Bank was organized as a state bank in 1964. Its predecessor, Anderson
Brothers Bank, was organized in 1936. As measured by deposits, the Bank is the
sixth largest commercial bank in South Carolina and has 132 offices throughout
South Carolina.
     The Bank is an insured bank and is supervised, examined and regulated by
the FDIC and the South Carolina State Board of Financial Institutions.
   For the year ended December 31, 1998, approximately 66.6% of the revenues of
the Bank were derived from interest and fees on loans, 17.2% from income on
investment securities, 1.3% from income on temporary investments, 0.8% from
trust fees, 8.4% from service charges on deposit accounts and 5.7% from other
sources.
     During 1998, the Bank acquired branch locations in Hollywood and
Prosperity, South Carolina, from another financial institution. Further
information concerning these transactions is contained in the section entitled
"Management's Discussion and Analysis" of the Registrant's 1998 Annual Report to
Shareholders which is incorporated herein by reference.
     Commercial Banking Services. The Bank provides a wide range of traditional
commercial banking and related financial services to customers engaged in
manufacturing, wholesaling, retailing, providing services, buying and selling
real estate, and agriculture, and to institutions and agencies of state
government. It makes commercial loans for various purposes, including working
capital, real estate financing and equipment financing. As of December 31, 1998,
commercial and real estate loans accounted for approximately 76% of the Bank's
total loans. Interest and fees on commercial and real estate loans constituted
47% of the Bank's operating revenues for the year ended December 31, 1998.
     Consumer Services. The Bank provides a full range of consumer banking
services, including but not limited to checking accounts, savings programs,
installment lending services, real estate loans, trust accounts and safe deposit
facilities through its branch offices in South Carolina. The Bank provides
automated teller machines in over 127 locations and participates in an
electronic transfer network which presently gives customers access to their
accounts through automated teller machines worldwide. The Bank issues MasterCard
and VISA cards. As of December 31, 1998, consumer loans accounted for
approximately 21% of the Bank's total loan portfolio. Interest and fees for
consumer loans and services contributed 17% of the Bank's operating revenues for
the year ended December 31, 1998.
     Trust Services. Through its trust department, the Bank offers a full range
of trust services. To individuals, the services offered include acting as
executor and administrator of decedents' estates, trustee of various types of
trusts, guardian of estates of minors and incompetents, portfolio management
service, investment counseling and assistance in estate planning. For
corporations, offered services include acting as registrar, transfer agent,
dividend paying agent for stock issues, and as trustee for bond and debenture
issues and pension and profit sharing plans. Fees for trust services contributed
0.8% of the Bank's operating revenues for the year ended December 31, 1998.

STATISTICAL DATA
     Certain statistical disclosures for bank holding companies required by
Guide 3 are included in the section entitled "Management's Discussion and
Analysis" on pages 3 through 19 of the Registrant's 1998 Annual Report to
Shareholders which is incorporated herein by reference.

NON-BANKING SUBSIDIARY
         Wateree Life Insurance Company issues credit life insurance to
borrowers from the Bank. All policies in excess of $30,000 and individual
accident and health policies are insured by another insurance company. The
company had earned premiums of $1,296,032 or 0.7% of Bancorporation's
consolidated operating revenues for the year ended December 31, 1998. For the
year ended December 31, 1998, Wateree had income of $687,154. Total insurance in
force amounted to $84,019,000 at December 31, 1998.

                                       3
<PAGE>

        Wateree Agency, Inc. acts as agent for the sale of insurance to the
Bank's customers. Net income for the year ended December 31, 1998 was not
material.

EMPLOYEES OF BANCORPORATION
     Bancorporation has no salaried employees. As of December 31, 1998, the Bank
and its subsidiaries had 1,147 full-time equivalent employees. Bancorporation
and its subsidiaries are not parties to any collective bargaining agreement and
relations with employees are considered to be good.

COMPETITION
     Because South Carolina allows statewide branch banking, the Bank must
compete in local markets throughout the state with other depository
institutions. The Bank is subject to intense competition from various financial
institutions and other companies or firms that engage in similar activities,
both for local business in individual communities and for business in the
national market. The Bank competes for deposits with other commercial banks,
savings and loan associations, credit unions and with the issuers of commercial
paper and other securities, such as shares in money market funds. In making
loans, the Bank competes with other commercial banks, savings and loan
associations, consumer finance companies, credit unions, leasing companies and
other lenders. In addition, competition for personal and corporate trust
services is offered by insurance companies, other businesses and individuals.
     A factor which also has increased competition in the Bank's local markets
is reciprocal interstate banking legislation. Prior to adoption of the federal
"Interstate Banking Law" described below, South Carolina law allowed bank
holding companies in 12 other Southeastern states and the District of Columbia
to acquire banks and bank holding companies in South Carolina, provided that
reciprocal legislation had been passed in such other state or district. As a
result, a number of large bank holding companies located in other states and
having consolidated resources greater than those of Bancorporation (among them
four of the largest in the Southeastern United States) acquired banks located in
South Carolina with which the Bank competes in its local markets. The Bank is
the sixth largest bank in South Carolina in terms of assets and the second
largest bank owned by a South Carolina based holding company.
     During September 1994, Congress adopted new legislation which, subject to
certain limitations, permits adequately capitalized and managed bank holding
companies to acquire control of a bank in any state (the "Interstate Banking
Law"). Also, beginning June 1, 1997 and subject to certain limitations, the
Interstate Banking Law permitted banks to merge with one another across state
lines. Each state was allowed to authorize mergers earlier than that date and
also choose to permit out-of-state banks to open branch offices within that
state's borders. Alternatively, a state could opt out of interstate branching by
adopting legislation before June 1, 1997. As of March 1999, South Carolina has
not adopted any such legislation in response to the Interstate Banking Law.

ITEM 2.  PROPERTIES
     Bancorporation owns in fee simple one piece of property having a book value
at December 31, 1998 of $47,054. To the limited extent necessary, it occupies
space owned by the Bank. Bancorporation's and the Bank's principal office is
located at 1230 Main Street in Columbia, South Carolina.
     The Bank owns in fee simple 199 properties having a book value at December
31, 1998 of $48,262,993 which are used for its main office, branch office
locations, associated parking lots for customers and employees, or housing other
operational units of the Bank. In addition, the Bank leases 34 properties,
substantially all of which are used for branch office locations and associated
parking lots for customers and employees. All of these leases are for relatively
long terms or include renewal options considered by management of the Bank to be
adequate. Rental expense paid for these properties in 1998 was approximately
$654,000, which was offset by $1,050,000 in rental income.
     The properties leased and owned are all generally considered adequate for
the Bank's purposes; however, there is a continuing program of modernization,
expansion, and the occasional replacement of facilities. Maintenance and repairs
are not significant items of expense in the Bank's operations. Items of a
capital nature are added to the property accounts, and, at such time as they are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the related accounts and the resulting gains or losses are
reflected in income.
     For information concerning Bancorporation's commitments under current
leasing arrangements, see Note 6 to Bancorporation's Consolidated Financial
Statements.

ITEM 3.  LEGAL PROCEEDINGS

                                       4
<PAGE>

     Neither Bancorporation nor its subsidiary, the Bank, nor its subsidiaries,
are a party to, nor is any of their property the subject of, any material or
other pending legal proceeding, other than ordinary routine proceedings
incidental to their business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     None


                                       5
<PAGE>

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
     The information required by this item is incorporated herein by reference
to the section entitled "Market and Dividend Information Regarding Common and
Preferred Stock" on the inside cover of the Registrant's 1998 Annual Report to
Shareholders.

ITEM 6.  SELECTED FINANCIAL DATA
     The information required by this item is incorporated herein by reference
to the section entitled "Financial Highlights" on Page 1 of the Registrant's
1998 Annual Report to Shareholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
     The information required by this item is incorporated herein by reference
to the section entitled "Management's Discussion and Analysis" on pages 3
through 19 of the Registrant's 1998 Annual Report to Shareholders. The
statistical disclosures for bank holding companies required by Guide 3 are
included therein.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     The information required by this item is incorporated herein by reference
to the financial statements and supplementary data set forth on pages 20 through
39 of the Registrant's 1998 Annual Report to Shareholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
     None

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
     The information under the captions "PROPOSAL 2: ELECTION OF DIRECTORS",
"Executive Officers", and "Section 16(a) Beneficial Ownership Reporting
Compliance", of Bancorporation's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held April 28, 1999, is incorporated herein by
reference.

ITEM 11.  EXECUTIVE COMPENSATION
     The information under the captions "Directors' Fees", "Compensation
Committee Interlocks and Insider Participation", "Executive Compensation" and
"Pension Plan and other Post-Retirement Benefits" of Bancorporation's definitive
Proxy Statement for its Annual Meeting of Shareholders to be held April 28,
1999, is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
     The information under the captions "PRINCIPAL HOLDERS OF VOTING
SECURITIES", and "OWNERSHIP OF SECURITIES BY MANAGEMENT" of Bancorporation's
definitive Proxy Statement for its Annual Meeting of Shareholders to be held
April 28, 1999, is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     The information in Footnotes (3) and (5) to the table under the caption
"PROPOSAL 2: ELECTION OF DIRECTORS", and the information under the captions
"Compensation Committee Interlocks and Insider Participation" and "Transactions
with Management", of Bancorporation's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held April 28, 1999, is incorporated herein by
reference.

                                       6
<PAGE>

PART IV

ITEM 14.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
     (a) (1)Financial Statements:
         The following consolidated financial statements of First Citizens
         Bancorporation of South Carolina, Inc. and subsidiary included in the
         Registrant's 1998 Annual Report to Shareholders are incorporated by
         reference in Item 8 from pages 20 through 39 of the Annual Report:

            Report of Independent Accountants
            Consolidated Statements of Condition
            Consolidated Statements of Income
            Consolidated Statements of Changes in Stockholders' Equity
              and Comprehensive Income
            Consolidated Statements of Cash Flows
            Notes to Consolidated Financial Statements

          (2) Financial Statement Schedules:
         All schedules are omitted as the required information is either
         inapplicable or is presented in the consolidated financial statements
         of the Registrant and its subsidiary or Notes thereto incorporated
         herein by reference.

          (3) The following exhibits are either attached hereto or incorporated
         by reference:
            3.1    Articles of Incorporation of the Registrant as amended
                   (incorporated herein by reference to Exhibit 3.1 of the
                   Registrant's 1994 Annual Report on Form 10-K).

            3.3    Bylaws of the Registrant as amended (incorporated herein by
                   reference to Exhibit 3.3 of the Registrant's 1998 Annual
                   Report on Form 10-K).

            10.1a  Term Loan Agreement  (incorporated  herein by reference to
                   Exhibit 10.1 in the Registrant's  1987 Annual Report on
                   Form 10-K).

            10.1b  Credit Agreement between First Citizens Bancorporation of
                   South Carolina and Wachovia Bank, N.A. (incorporated herein
                   by reference to Exhibit 10.1b in the Registrant's 1997 Annual
                   Report on Form 10-K).

            10.2   Employment Agreement between E. Hite Miller, Sr. and the Bank
                   dated April 21, 1998 (filed herewith)

            *10.3  Employee Death Benefit and Post-Retirement Noncompetition and
                   Consultation Agreement, dated December 31, 1998, between the
                   Bank and E. Hite Miller, Sr. (filed herewith).

           *10.4   Employee Death Benefit and Post-Retirement Noncompetition and
                   Consultation Agreement, dated December 31, 1998, between the
                   Bank and Jim B. Apple (filed herewith).

           *10.5   Employee Death Benefit and Post-Retirement Noncompetition and
                   Consultation Agreement, dated December 31, 1998, between the
                   Bank and Jay C. Case (filed herewith).

           *10.6   Employee Death Benefit and Post-Retirement Noncompetition and
                   Consultation Agreement, dated December 31, 1998, between the
                   Bank and Charles S. McLaurin, III (filed herewith).

           *10.7   Employee Death Benefit and Post-Retirement Noncompetition and
                   Consultation Agreement, dated December 31, 1998, between the
                   Bank and Charles D. Cook (filed herewith).

                                       7
<PAGE>

           *10.8   Amended and Restated Trust Agreement of FCB/SC Capital Trust
                   I (incorporated herein by reference to Exhibit 4.1 of
                   Registrant's Registration Statement No. 333-60319 filed with
                   the SEC on July 31, 1998).

           *10.9   Form of Guarantee Agreement (incorporated herein by reference
                   to Exhibit 4.2 of Registrant's registration Statement
                   No.333-60319 filed with the SEC on July 31, 1998).

           *10.10  Junior Subordinated Indenture between Registrant and Bankers
                   Trust Company, as Debenture Trustee (incorporated herein by
                   reference to Exhibit 4.3 of Registrant's Registration
                   Statement No. 333-60319 filed with the SEC on July 31, 1998).

            13.    Registrant's 1998 Annual Report to Shareholders (filed
                   herewith).

            22.    Subsidiaries of the Registrant (filed herewith).

            27.    Financial Data Schedule (filed herewith).

            **99.  Registrant's Definitive Proxy Statement for the Annual
                   Meeting to be held April 28, 1999.

            *Denotes a management contract or compensatory plan or arrangement
                   in which an executive officer or director of Registrant
                   participates.

            **Pursuant to Rule 12b-23(a)(3), this exhibit is not being refiled.

             (b)Reports on Form 8-K:
               No reports on Form 8-K were filed during the three month period
               ended December 31, 1998.



                                       8
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated:  03/29/99                             FIRST CITIZENS BANCORPORATION
                                                OF SOUTH CAROLINA, INC.
                                                     (Registrant)




                                                  By: /s/ Jay C. Case
                                                     ---------------------------
                                                     Jay C. Case, Treasurer and
                                                     Chief Financial Officer


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

SIGNATURES                         TITLE                             DATE
----------                         -----                             ----

/s/ E. Hite Miller              Chairman of the Board                03/29/99
-----------------------                                              --------
E. Hite Miller, Sr.

/s/ Frank B. Holding            Vice Chairman of the Board           03/29/99
-----------------------                                              --------
Frank B. Holding

/s/ Jim B. Apple                President and Director               03/29/99
-----------------------                                              --------
Jim B. Apple

/s/ Jay C. Case                 Treasurer and Chief                  03/29/99
-----------------------         Financial Officer                    --------
Jay C. Case

                                Director
-----------------------                                              --------
Richard W. Blackmon

s/ George H. Broadrick          Director                             03/29/99
-----------------------                                              --------
George H. Broadrick

                                Director
-----------------------                                              --------
Laurens W. Floyd

/s/ William E. Hancock          Director                             03/29/99
-----------------------                                              --------
William E. Hancock, III

/s/ Robert B. Haynes            Director                             03/29/99
-----------------------                                              --------
Robert B. Haynes

/s/ Wycliffe E. Haynes          Director                             03/29/99
-----------------------                                              --------
Wycliffe E. Haynes

/s/ Lewis M. Henderson          Director                             03/29/99
-----------------------                                              --------
Lewis M. Henderson

                                Director
-----------------------                                              --------
Carmen P. Holding

                                Director
-----------------------                                              --------
Dan H. Jordan


                                       9
<PAGE>

SIGNATURES                         TITLE                             DATE
----------                         -----                             ----

/s/ N. Welch Morrisette, Jr.    Director                             03/29/99
-----------------------                                              --------
N. Welch Morrisette, Jr.

/s/ E. Perry Palmer             Director                             03/29/99
-----------------------                                              --------
E. Perry Palmer

/s/ William E. Sellers          Director                             03/29/99
-----------------------                                              --------
William E. Sellers

/s/ Henry F. Sherrill           Director                             03/29/99
-----------------------                                              --------
Henry F. Sherrill


                                       10
<PAGE>


FORM 10-K
--------------------------------------------------------------------------------
EXHIBIT INDEX

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

     3.1          Articles of Incorporation of Registrant (incorporated herein
                  by reference to Exhibit 3.1 of the Registrant's 1994 Annual
                  Report on Form 10-K)

     3.3          Bylaws of the Registrant as amended (incorporated herein by
                  reference to Exhibit 3.3 of the Registrant's 1997 Annual
                  Report on Form 10-K).

     10.1a        Term Loan Agreement (incorporated herein by reference to
                  Exhibit 10.1 of the Registrant's 1987 Annual Report on Form
                  10-K)

     10.1b        Credit Agreement between First-Citizens Bancorporation of
                  South Carolina and Wachovia Bank, N.A. (incorporated herein by
                  reference to Exhibit 10.1b in the Registrant's 1997 Annual
                  Report on Form 10-K).

     10.2         Employment Agreement between E. Hite Miller, Sr. and the Bank
                  (filed herewith).

     10.3         Employee Death Benefit and Post-Retirement Noncompetition and
                  Consultation Agreement, dated December 31, 1998, between the
                  Bank and E. Hite Miller, Sr. (filed herewith).

     10.4         Employee Death Benefit and Post-Retirement Noncompetition and
                  Consultation Agreement, dated December 31, 1998, between the
                  Bank and Jim B. Apple (filed herewith).

     10.5         Employee Death Benefit and Post-Retirement Noncompetition and
                  Consultation Agreement, dated December 31, 1998, between the
                  Bank and Jay C. Case (filed herewith).

     10.6         Employee Death Benefit and Post-Retirement Noncompetition and
                  Consultation Agreement, dated December 31, 1998, between the
                  Bank and Charles S. McLaurin, III (filed herewith).

     10.7         Employee Death Benefit and Post-Retirement Noncompetition and
                  Consultation Agreement, dated December 31, 1998, between the
                  Bank and Charles D. Cook (filed herewith).

     10.8         Amended and Restated Trust Agreement of FCB/SC Capital Trust I
                  (incorporated herein by reference to Exhibit 4.1 of
                  Registrant's Registration Statement No. 333-60319 filed with
                  the SEC on July 31, 1998).

     10.9         Form of Guarantee Agreement (incorporated herein by reference
                  to Exhibit 4.2 of Registrant's registration Statement
                  No.333-60319 filed with the SEC on July 31, 1998).

     10.10        Junior Subordinated Indenture between Registrant and Bankers
                  Trust Company, as Debenture Trustee (incorporated herein by
                  reference to Exhibit 4.3 of Registrant's Registration
                  Statement No. 333-60319 filed with the SEC on July 31, 1998).

     13           Registrant's 1998 Annual Report to Shareholders (filed 
                  herewith)

     22           Subsidiaries of Registrant (filed herewith)

     27           Financial Data Schedule (filed herewith)


                                       11
<PAGE>

                  (Electronic filing only)

                                       12
<PAGE>



     99           Registrant's Definitive Proxy Statement for the Annual Meeting
                  to be held April 28, 1999.*

     *Pursuant to Rule 12b-23(a) (3), this exhibit is not being filed.

                                       13