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 12/31/95               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.
YES [ X ]  NO [  ]

The  aggregate   market  value  of  the   Registrant's   Common  Stock  held  by
non-affiliates as of February 29, 1996 was $49,167,019.  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  February  29,  1996,  there  were  892,813  outstanding  shares  of  the
Registrant's  Common  Stock,  $5.00 par value per share and  47,720  outstanding
shares of its Non-Voting Common Stock, $5.00 par value per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

      (1) Portions of Registrant's  Annual Report to Shareholders for the fiscal
year ended December 31, 1995 are incorporated by reference into Parts I and II.

      (2) Portions of  Registrant's  definitive  Proxy Statement dated March 22,
1996 for the  Annual  Meeting  of  Shareholders  to be held  April 24,  1996 are
incorporated by reference into Part III.



<PAGE>


PART I.

Item 1. BUSINESS
      First Citizens Bancorporation of South Carolina, Inc.  ("Bancorporation"),
a South Carolina  corporation,  is a one 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  103% of the
consolidated net income of Bancorporation  for the year ended December 31, 1995,
and the assets of the Bank  constituted  approximately  99% of the  consolidated
assets of  Bancorporation  at December 31, 1995.  Wateree  Enterprises,  Inc., a
wholly-owned subsidiary of the Bank, which 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 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  imposes  certain
limitations and restrictions on the degree to which  Bancorporation  may conduct
non-banking related 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 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
affiliates, 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  affiliates to
regulation and examination by the state banking authorities and the 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 also 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,  Financial Institutions Reform,  Recovery and Enforcement Act (FIRREA)
provides  that 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 in respect of 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 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  statues.  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.


PART 1 (CONTINUED)

                                       2
<PAGE>

Item 1.  BUSINESS (CONTINUED)

      The FDIC has adopted or  currently  proposes  to adopt  rules  pursuant to
FDICIA that include:  (a) real estate lending  standards for banks, (b) revision
to 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.
      Uncertainties  surrounding  the health and  solvency  of the  banking  and
thrift  industries,  as well as continued  concerns relating to the viability of
the FDIC, will likely result in additional legislation aimed at banking industry
reform.

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
fifth largest  commercial bank in South Carolina and has 115 offices  throughout
South Carolina.
      The Bank is an insured bank, and is supervised,  examined and regulated by
the Federal Deposit Insurance  Corporation and the South Carolina State Board of
Financial Institutions.
      For the year ended December 31, 1995, approximately 66% of the revenues of
the Bank  were  derived  from  interest  and fees on loans,  19% from  income on
investment securities, .4% from income on temporary investments,  .6% from trust
fees, 8% from service charges on deposit accounts and 6% from other sources.
      During 1995, the Bank acquired  Summerville  National  Bank,  Summerville,
South Carolina and branch locations in Liberty and Central 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 1994 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,  equipment  financing and floor plan loans for
automobile  dealers.  As of December 31, 1995,  commercial and real estate loans
accounted for approximately 70% of the Bank's total loans.  Interest and fees on
commercial  and  real  estate  loans  constituted  46% of the  Bank's  operating
revenues for the year ended December 31, 1995.
      Consumer  Services.  The Bank  provides a full range of  consumer  banking
services,  including checking accounts,  savings programs,  installment  lending
services, real estate loans, trust accounts, travelers' cheques and safe deposit
facilities  through  its branch  offices in South  Carolina.  The Bank  provides
automated teller machines in over 97 locations and participates in an electronic
transfer  network  which  presently  gives  customers  access to their  accounts
through  over  52,000  automated  teller  machines  worldwide.  The Bank  issues
MasterCard and VISA cards. As of December 31, 1995, consumer loans accounted for
approximately  30% of the Bank's  total loan  portfolio.  Interest  and fees for
consumer loans and services contributed 20% of the Bank's operating revenues for
the year ended December 31, 1995.
      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
 .6% of the Bank's operating revenues for the year ended December 31, 1995.

                                       3

<PAGE>


PART I (CONTINUED)

Item 1.  BUSINESS (CONTINUED)

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  15 of the  Registrant's  1995  Annual  Report to
Shareholders which is incorporated herein by reference.

Non-Banking Subsidiary
          Wateree  Life  Insurance  Company  issues  credit  life  insurance  on
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 $463,163 or .3% of Bancorporation's  consolidated
operating  revenues for the year ended  December  31,  1995.  For the year ended
December  31,  1995,  Wateree had a loss of $20,824 . Total  insurance  in force
amounted to $33,188,000 at December 31, 1995.
      Wateree Agency, Inc. acts as agent for the sale of insurance to the Bank's
customers. Net income for the year ended December 31, 1995 was not material.
      During 1995, First Citizens Mortgage Corporation,  a wholly-owned mortgage
banking  company,  was made a  department  of the  Bank in  order to offer  more
effective customer services and broaden the Bank's mortgage activities.

Employees of Bancorporation
      Bancorporation  has no salaried  employees.  As of December 31, 1995,  the
Bank and its subsidiaries had 946 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 has also increased  competition in the Bank's local markets
is reciprocal  interstate  banking  legislation.  South Carolina law allows 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  has 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)  have  acquired  banks
located in South Carolina with which the Bank competes in its local markets. The
Bank is the fifth largest bank in South Carolina in terms of assets,  but is the
largest bank owned by a South Carolina based holding company.
      During September 1994,  Congress  adopted new legislation  which, one year
after  enactment  and subject to certain  limitations,  will  permit  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 permits  banks to
merge with one another  across state  lines.  Each state can  authorize  mergers
earlier than that date and also can choose to permit  out-of-state banks to open
branch offices within that state's borders.  Alternatively,  a state can opt out
of interstate branching by adopting legislation before June 1, 1997. As of March
1996,  South  Carolina has not adopted any such  legislation  in response to the
Interstate Banking Law.

                                       4
<PAGE>


PART I (CONTINUED)

Item 2.  PROPERTIES
      Bancorporation  owns in fee simple 1 piece of property having a book value
at December 31, 1995 of $80,441.  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 172 properties having a book value at December
31,  1995 of  $33,134,404  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 31  properties,
substantially  all of which are used for branch office  locations and associated
parking lots for customers and  employees.  All 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 1995 was  approximately
$353,000, which was offset by $700,000 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 12 to Bancorporation's  Consolidated  Financial
Statements.

Item 3.  LEGAL PROCEEDINGS
      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

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  1995 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
1995 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  17  of  the  Registrant's  1995  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 18 through
31 of the Registrant's 1995 Annual Report to Shareholders.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE

      None

                                        5

<PAGE>


PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
      The information under the captions "PROPOSAL 2: ELECTION OF DIRECTORS" and
"Executive  Officers"  on Pages 6  through  10 and  Page 11 of  Bancorporation's
definitive  Proxy  Statement  dated March 22, 1996,  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" on  Pages 9  through  12 of  Bancorporation's  definitive  Proxy
Statement dated March 22, 1996, 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" on Pages 2 through 6 of
Bancorporation's   definitive   Proxy   Statement   dated  March  22,  1996,  is
incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
      The  information  in  Footnote  (4)  on  Page  9 and  under  the  captions
"Compensation  Committee Interlocks and Insider Participation" and "Transactions
with  Management"  on  Pages  10 and  13 of  Bancorporation's  definitive  Proxy
Statement dated March 22, 1996, 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  1995 Annual Report to Shareholders  are  incorporated by
          reference in Item 8 from pages 17 through 31 of the Annual Report:

               Report of Independent Accountants
               Consolidated Balance Sheet
               Consolidated Statement of Income
               Consolidated Statement of Changes in Stockholder's Equity
               Consolidated Statement 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  Registrant as amended

               3.3  Bylaws of Registrant as amended

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

               10.2*  Retirement  Agreement  between T. E.  Brogdon and the Bank
               (incorporated   herein  by  reference  to  Exhibit  10.2  in  the
               Registrant's 1988 Annual Report on Form 10-K).

               10.3*  Employment  Contract  between E. Hite Miller,  Sr. and the
               Bank  (incorporated  herein by  reference  to Exhibit 10.3 in the
               Registrant's 1988 Annual Report on Form 10-K)

               13.  Registrant's 1995 Annual Report to Shareholders

               21. Subsidiaries of Registrant  (incorporated herein by reference
               to  Exhibit 22 in the  Registrant's  1990  Annual  Report on Form
               10-K)

               99.**  Registrant's  Definitive  Proxy  Statement  for the Annual
               Meeting dated March 22, 1996.*

               *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, 1995.

                                       7

<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:     03/25/96                        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.

<TABLE>
<CAPTION>

Signatures                                         Title                                        Date
<S>                                               <C>                                        <C>   

/s/ E. Hite Miller, Sr.                            Chairman and Director                       03/22/96
    E. Hite Miller, Sr.

/s/ Frank B. Holding                               Vice Chairman and                           03/22/96
    Frank B. Holding                               Director

/s/ Jim B. Apple                                   President and Director                      03/22/96
    Jim B. Apple

/s/ Jay C. Case                                    Treasurer and Chief                         03/22/96
    Jay C. Case                                    Financial Officer

/s/ Richard W. Blackmon                            Director                                    03/22/96
    Richard W. Blackmon

                                                   Director
     George H. Broadrick

/s/  T. E. Brogdon                                 Director                                    03/22/96
     T. E. Brogdon

                                                   Director
     Laurens W. Floyd

/s/  Charles S. Haltiwanger                        Director                                    03/22/96
     Charles S. Haltiwanger

                                                   Director
     William E. Hancock, III

/s/  T. J. Harrelson                               Director                                    03/22/96
     T. J. Harrelson

/s/  Robert B. Haynes                              Director                                    03/22/96
     Robert B. Haynes
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>


Signatures                                         Title                               Date

<S>                                              <C>                                <C>   
/s/  Wycliffe E. Haynes                            Director                           03/22/96
     Wycliffe E. Haynes

                                                   Director
     Albert R. Heyward, II

                                                   Director
     Carmen P. Holding

                                                   Director
     Dan H. Jordan

                                                   Director
     Thomas W. Lane

/s/  Russell A. McCoy, Jr.                         Director                           03/22/96
     Russell A. McCoy, Jr.

/s/  N. Welch Morrisette, Jr.                      Director                           03/22/96
     N. Welch Morrisette, Jr.

/s/  E. Perry Palmer                               Director                           03/22/96
     E. Perry Palmer

/s/  Dr. J. William Pitts, Sr..                    Director                           03/22/96
     Dr. J. William Pitts, Sr.

/s/  Bruce L. Plyler                               Director                           03/22/96
     Bruce L. Plyler

/s/  Lloyd H. Rowell                               Director                           03/22/96
     Lloyd H. Rowell

/s/  William E. Sellers                            Director                           03/22/96
     William E. Sellers

/s/  Henry F. Sherrill                             Director                           03/22/96
     Henry F. Sherrill

                                                   Director
     Jack S. Stanley

</TABLE>

                                        9
<PAGE>


FORM 10-K

EXHIBIT INDEX

<TABLE>
<CAPTION>

                                                                                              Page Number
                                                                                              in Sequential
Exhibit Number                                       Exhibit                                 Numbering System
<S>                                <C>                                                  <C>


      3.1                           Articles of Incorporation of Registrant
                                    as amended                                               11 through 17

      3.3                           Bylaws of Registrant as amended                          18 through 26

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

      10.2                          Retirement Agreement between T. E. Brogdon
                                    and the Bank (incorporated herein by reference
                                    to Exhibit 10.2 of the Registrant's 1988 Annual
                                    Report on Form 10-K)

      10.3                          Employment Contract between E. Hite Miller, Sr.
                                    and the Bank (incorporated herein by reference
                                    to Exhibit 10.3 of the Registrant's 1988 Annual
                                    Report on Form 10-K)

      13.                           Registrant's 1994 Annual Report to Shareholders          27 through 66

      22.                           Subsidiaries of Registrant (incorporated herein by
                                    reference to Exhibit 22 of the Registrant's
                                    1990 Annual Report on Form 10-K)

      28.                           Registrant's Definitive Proxy Statement for
                                    the Annual Meeting dated March 22, 1996*
                                    *Pursuant to Rule 12b-23(a) (3), this exhibit is
                                    not being filed.

                                       10
<PAGE>

</TABLE>