SECURITIES and EXCHANGE COMMISSION
                             Washington, D. C. 20549
                             -----------------------

                                   FORM 10-K/A

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended September 30, 1999
                         Commission File Number: 0-18932

               FIRST PALMETTO FINANCIAL CORPORATION AND SUBSIDIARY
               ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                     57-0921284
--------------------------------           -------------------------------------
(State or other jurisdiction               (I.R.S.  Employer Identification No.)
of incorporation or organization)

     407 DeKalb Street, Camden, S.C.                          29020
----------------------------------------           ----------------------------
(Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code: 803-432-1416

Securities registered pursuant to Section 12(b) of the Act: None

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

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (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 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 its 10-K or any amendments to this Form
10-K. [X]

     The  registrant's  voting stock is not regularly and actively traded in any
established  market,  and there are no regularly quoted bid and asked prices for
the  registrant's  voting stock.  As of November 4, 1999,  the aggregate  market
value of the voting stock held by non-affiliates of the registrant,  computed by
reference  to the  most  recent  privately  negotiated  sales  prices  known  to
management,  was  approximately  $30.0  million  (399,860  shares at $75.00  per
share).  It is  assumed  for  purposes  of  this  calculation  that  all  of the
registrant's directors and executive officers are affiliates of the registrant.

     As of November 5, 1999 there were issued and outstanding  712,010 shares of
the registrant's common stock.

DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
September 30, 1999 (the "Annual Report"). (Parts I and II)

<PAGE>
Item 10.  Directors and Executive Officers of the Registrant
------------------------------------------------------------

The  following  table  sets  forth  certain  information  with  respect to First
Palmetto's directors and executive officers.
<TABLE>
<CAPTION>
                                                                                Year First               Year
                                                                                  Elected                Term
Name                              Age(1)   Position(s) Held                     Director(2)             Expires
----                              ------   ----------------                     -----------             -------
<S>                                 <C>    <C>                                     <C>                   <C>
H. Davis Green, Jr.                 62     Chairman of the Board                   1970                  2001
                                           of First Palmetto

Samuel R. Small                     52     President and Chief Executive           1980                  2002
                                           Officer of First Palmetto and
                                           Chairman of the Board, President
                                           and Chief Executive Officer of
                                           the Bank

Steve G. Williams, Jr.              43     Senior Vice President and               1989                  2001
                                           Treasurer of First Palmetto
                                           and Senior Vice President
                                           Regulatory Administration/
                                           Communications of the Bank

Pierce W. Cantey, Jr.               58     Director                                1996                  2000

William R. Clyburn                  63     Director                                1968                  2000

Frank D. Goodale, Jr.               66     Director                                1979                  2002

Donald H. Holland                   71     Director                                1971                  2001

Charlie E. Nash                     58     Director                                1983                  2002

Glenn G. Tucker                     50     Director                                1980                  2001
</TABLE>
-------------------------
(1)  As of December 31, 1999.
(2)  Except for Mr.  Cantey,  year first elected as a director of Palmetto State
     Savings  Bank  of  South  Carolina  or  First  Federal   Savings  and  Loan
     Association  of  Camden,  the  predecessors  of the  Bank,  which  is First
     Palmetto's wholly-owned subsidiary. Each director of First Palmetto is also
     a director of the Bank.

                                       2
<PAGE>
     The principal  occupations and business  experience for the past five years
of each director and executive officer of First Palmetto is set forth below.

     H. Davis Green,  Jr. is an appraiser  and the owner of H. Davis Green,  Jr.
Appraisals in Camden. Mr. Green has been Chairman of the Board of First Palmetto
since 1991.

     Samuel R. Small has been  President  and Chief  Executive  Officer of First
Palmetto and Chief Executive  Officer of the Bank since 1990. In 1991, he became
Chairman of the Board of the Bank.

     Steve G.  Williams,  Jr. has been Senior Vice  President  and  Treasurer of
First Palmetto and an executive officer of the Bank since 1990.

     Pierce W. Cantey, Jr. is the managing partner of Cantey, Tiller, Pierce and
Associates, LLP, an accounting firm.

     William R. Clyburn is the retired general  manager of H&H Chevrolet.  He is
President of Bill Clyburn Realty, Inc.

     Frank D.  Goodale,  Jr. is a jeweler and owner of F.D.  Goodale,  a jewelry
retailer in Camden.

     Donald H.  Holland  is an  attorney  in  Camden.  He has  served as a South
Carolina State Senator since 1969.

     Charlie E. Nash is the  retired  President  of  Charlie  E. Nash  Insurance
Agency, Inc. in Camden.

     Glenn G. Tucker has been President of Tucker Down East  Resources,  Inc., a
recreational  services  provider,  since January 1996. Prior to that, he was the
co-publisher of the Chronicle - Independent in Camden.

Item 11.  Executive Compensation
--------------------------------

     The following table sets forth cash and noncash  compensation awarded to or
earned by the Chief Executive Officer of First Palmetto during fiscal 1999, 1998
and 1997.
<TABLE>
<CAPTION>
                                              SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------------------
                                              Annual Compensation                         Long-Term Compensation
                                      ----------------------------------     ------------------------------------------
                                                                                      Awards                  Payouts
                                                                             ------------------------------ -----------
                                                               Other
                                                               Annual        Restricted    Securities                    All Other
                                                               Compen-          Stock      Underlying          LTIP       Compen-
Name and                              Salary      Bonus      sation (2)       Awards(s)   Options/SARs        Payouts   sation (3)
Principal Position (1)        Year     ($)         ($)          ($)              ($)          (#)               ($)        ($)
---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>     <C>         <C>            <C>              <C>          <C>              <C>      <C>
Samuel R. Small               1999    200,000     10,000         --               --           -- (4)           --       30,350
  President and Chief         1998    182,000        --          --               --           --               --       17,562
  Executive Officer           1997    167,667        --          --               --           --               --        8,400
---------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)   No other executive officer earned in excess of $100,000 in salary and bonus in fiscal 1999, 1998 and 1997.
(2)   Executive  officers of First Palmetto  receive  indirect  compensation  in the form of certain  perquisites and other personal
      benefits.  The amount of such benefits in fiscal 1999, 1998 and 1997 by the named executive officer did not exceed  10% of the
      executive's annual salary and bonus.
(3)   Represents directors' fees for each of fiscal 1999, 1998 and 1997 and unused vacation for fiscal 1999, 1998 and 1997.
(4)   No options were granted or outstanding during fiscal 1999.
</FN>
</TABLE>
                                       3
<PAGE>
Directors' Compensation.  During fiscal 1999, each director of the Bank received
an annual fee of $9,000.  Non-employee  directors also receive a fee of $100 per
committee meeting attended.

Report of the Compensation  Committee.  As members of the Compensation Committee
of the  Bank,  it is our duty to  review  compensation  policies  applicable  to
executive  officers;  to consider the  relationship of corporate  performance to
that  compensation;  to recommend salary and bonus levels for executive officers
for  consideration  by the Board of  Directors  of the Bank;  and to  administer
various incentive plans of First Palmetto and the Bank.

     Overview.  Under the compensation  policies of the Bank, which are endorsed
by the Compensation Committee,  compensation is paid based both on the executive
officer's  performance  and the  performance  of First Palmetto and the Bank. In
assessing  the  performance  of First  Palmetto  and the Bank  for  purposes  of
compensation  decisions,  the  Compensation  Committee  considers  a  number  of
factors,  including  profits of First Palmetto and the Bank during the past year
relative to their profit plans,  changes in the value of First Palmetto's stock,
reports of  federal  regulatory  examinations  of First  Palmetto  and the Bank,
growth,  business plans for future periods,  and regulatory  capital levels. The
Compensation  Committee assesses individual executive performance based upon its
determination  of the  officer's  contributions  to  the  performance  of  First
Palmetto and the Bank and the  accomplishment of First Palmetto's and the Bank's
strategic goals. In assessing  performance for the year ended September 30, 1999
and previous years, the members of the  Compensation  Committee did not make use
of a mechanical  weighting  formula or use  specific  performance  targets,  but
instead  weighed the described  factors as they deemed  appropriate in the total
circumstances.

     Base Salary.  The 1999 salary levels of First  Palmetto's  senior  officers
were established in 1998 consistent with this  compensation  policy. In its 1998
review of base  compensation,  the  Compensation  Committee  determined that the
performance   of  Mr.  Small  in  managing  First  Palmetto  and  the  Bank  was
satisfactory,  based  upon the 1998  financial  performance  of First  Palmetto,
including the growth in assets,  income,  and  capitalization  during 1998;  the
financial  performance  trends  for 1998 and the  preceding  four  years,  which
included growth in assets,  net income,  and stockholders'  equity in each year;
the results of confidential regulatory  examinations;  his continued involvement
in community  affairs in the communities  served by the Bank;  First  Palmetto's
planned  levels  of  financial  performance  for 1999;  and a  general  level of
satisfaction  with the management of First Palmetto and the Bank. Based upon the
results of this review,  the salary of Mr. Small was established at $200,000 per
year for 1999, which  represented an increase of 9.9% over his 1998 base salary.
The Compensation Committee believes that Mr. Small's total compensation for 1999
appropriately reflected his contribution to First Palmetto and the Bank based on
the factors considered for compensation decisions.

December 31, 1999

                                                     H. Davis Green
                                                     Donald H. Holland
                                                     Charlie E. Nash
                                                     Glenn G. Tucker

Compensation  Committee Interlocks and Insider  Participation.  No member of the
Compensation  Committee  is a former or  current  officer or  employee  of First
Palmetto or the Bank.

     Donald H. Holland,  a member of the Compensation  Committee and an attorney
in Camden, South Carolina, renders legal services to the Bank in connection with
loan closings and other corporate matters.

                                       4
<PAGE>

Stock Performance  Comparisons.  The following graph,  which was prepared by SNL
Securities LC, Charlottesville,  Virginia,  shows the cumulative total return on
the Common Stock of First  Palmetto  over the last five years  compared with the
S&P 500 Index and a portfolio of all publicly  traded thrifts and thrift holding
companies.  Cumulative  total  return on the stock or the index equals the total
increase  in  value  since  September  30,  1994  assuming  reinvestment  of all
dividends paid into the stock or the index, respectively. The graph was prepared
assuming that $100 was invested on September  30, 1994 in the Common Stock,  and
the  securities  included in the  indexes.  There is not an  established  public
trading market for the Common Stock.
<TABLE>
<CAPTION>

                       CUMULATIVE TOTAL STOCKHOLDER RETURN
                  COMPARED WITH PERFORMANCE OF SELECTED INDEXES
                  September 30, 1994 through September 30, 1999

                                                                      Period Ending
                                     ---------------------------------------------------------------------------------
Index                                    9/30/94      9/30/95      9/30/96      9/30/97       9/30/98       9/30/99
----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>          <C>           <C>           <C>          <C>
First Palmetto Financial Corp.            100.00      103.27       132.34        168.65        224.31       341.30
S&P 500                                   100.00      129.75       156.12        219.10        238.94       305.28
SNL Thrift Index                          100.00      130.96       158.17        274.83        246.40       234.70
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

     The following table sets forth information as of the December 31, 1999 with
respect to the persons believed by First Palmetto to be the beneficial owners of
more  than  five  percent  of the  outstanding  shares  of  Common  Stock.  This
information  is based upon the most recent  Schedule  13D filed by such  persons
with the  Securities and Exchange  Commission or  information  provided to First
Palmetto by such persons.

                                                                    Percent
Name and Address                Amount and Nature of            of Common Stock
of Beneficial Owner             Beneficial Ownership (1)          Outstanding
-------------------             ------------------------          -----------

Samuel R. Small                           81,660                     11.47 %
407 DeKalb Street
Camden, South Carolina

Glenn G. Tucker                           56,087                     7.88 %
1510 Lyttleton Street
Camden, South Carolina

--------------
(1)  For the definition of beneficial ownership and additional  information with
     respect to the nature of the beneficial ownership,  see footnote (1) to the
     table in "Security Ownership of Management" below.

                                       5
<PAGE>

Security Ownership of Management
--------------------------------

     The following table sets forth information as of the December 31, 1999 with
respect to the shares of Common Stock  beneficially  owned by each  director and
director emeritus of First Palmetto,  including the Chief Executive Officer, and
by all directors, executive officers and directors emeritus of First Palmetto as
a group. This information is based on information furnished to First Palmetto by
such persons.
<TABLE>
<CAPTION>
                                                       Amount and Nature             Percent of
                                                         of Beneficial              Common Stock
                                                         Ownership (1)              Outstanding
                                                         -------------              -----------
Directors:
<S>                                                        <C>                         <C>
  H. Davis Green, Jr.                                       28,281                      3.97%
  Samuel R. Small                                           81,660                     11.47
  Steve G. Williams, Jr.                                    31,204                      4.38
  Pierce W. Cantey, Jr.                                     25,974                      3.65
  William R. Clyburn                                         6,500                        *
  Frank D. Goodale, Jr.                                      6,140                        *
  Donald H. Holland                                         11,300                      1.59
  Charlie E. Nash                                           14,221                      2.00
  Glenn G. Tucker                                           56,087                      7.88

All Directors and Executive Officers
  as a Group (9 persons)                                   261,367                     36.71

Directors Emeritus:
  H.B. Marshall, Jr.                                         2,500                        *
  William F. Tripp, Jr.                                      2,500                        *

All Directors, Executive Officers
  and Directors Emeritus as a Group (11 persons)           266,367                     37.41
</TABLE>
--------------
* Less than 1% of the outstanding Common Stock.
(1)  In accordance with Rule 13d-3 under the Securities  Exchange Act of 1934, a
     person is considered the beneficial owner of any shares of Common Stock (a)
     over which he has or shares voting or  investment  power or (b) of which he
     has the right to acquire beneficial ownership at any time within 60 days of
     December 31, 1999. As used herein,  "voting  power" is the power to vote or
     direct the vote of shares,  and "investment  power" is the power to dispose
     or direct the  disposition  of shares.  This table  includes  shares  owned
     directly by directors and officers of First Palmetto as well as shares held
     by their spouses and minor children and trusts of which certain of them are
     trustees,  but does not include shares held or beneficially  owned by other
     relatives as to which they disclaim beneficial ownership.

Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

     First  Palmetto  and the Bank have had,  and expect to have in the  future,
transactions  in the ordinary  course of business  with  directors and executive
officers  and members of their  immediate  families,  as well as with  principal
stockholders.  All loans included in such transactions were made in the ordinary
course of business,  on substantially the same terms,  including  interest rates
and  collateral,   as  those   prevailing  for  comparable   transactions   with
non-affiliated  persons.  It is the belief of management that such loans neither
involved  more  than the  normal  risk of  collectibility  nor  presented  other
unfavorable features.

                                       6
<PAGE>
                                   SIGNATURES

     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.

                              FIRST PALMETTO FINANCIAL CORPORATION


Date:  January 28, 2000       By:/s/ Samuel R. Small
                                 -----------------------------------------------
                                 Samuel R. Small
                                 President, Chief Executive Officer and Director
                                 (Duly Authorized Representative)

                                        7